Fertilizers & Chemicals Travancore Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 81st Annual Report on the business and performance of the Company, together with the Audited Financial Statements (Standalone and Consolidated) and Auditors Report for the financial year ended, 31stMarch, 2025.

Your Directors are pleased to share that, despite facing several challenges and constraints, the Company was able to sustain its operations at a reasonably steady level during the financial year 2024 25. One of the key challenges during the year was the limited availability and high cost of phosphoric acid, which severely impacted its supply and, in turn, adversely affected the production of Factamfos. Even amid various adverse economic and geopolitical conditions, the Company was able to generate a net pro t.

Based on Market Capitalization, your Company is one among the top 200 listed Companies.

Performance Highlights; l Net profit of 41.23 Cr. l Revenue from Operations of 4050.91 Cr. l Total Fertilizer production 8.95 Lakh MT. l Sale of 11,63,090 MT Fertilisers. l Commissioned new 10,000 MT Ammonia Storage Tank at Cochin Division. l Company entered into a long term agreement with Societe Nouvelle des Phosphates du Togo (SNPT) for procurement of Rock Phosphate (Togo) for 3 years. l Annual Production of 2,50,578 MT Ammonium Sulphate is the all-time highest record production. l FACT & Oil India Limited signed a MoU to explore Green Hydrogen, Decarbonisation & clear energy initiatives, paving the way for a sustainable future. l First Fertilizer company in India to incorporate integration of IFMS (Integrated Fertilizer Management System) with SAP ERP System to capture real time movement of fertilizers. l Implementation of open access power purchase at Udyogamandal Complex. l FACT Udyogamandal Complex secured First Prize in Kerala State Energy Conservation Award 2024 under category of Large Scale Energy Consumers at the International Energy Festival of Kerala. l FACT Cochin Division received Second Prize in the National Safety Day Safety Awards 2025 in the category Best Safety Committee. l Received the Shreshta Suraksha Puraskar Award for outstanding safety performance in the category of Very Large Chemical Factories. l Best Hindi Implementation & OL Magazine Awards from TOLIC (PSU), Kochi and honored with Rajabhasha shield for commendable work in the eld of Of cial Language.

Standalone Financial Results

Financial Results of the Company for the year ended March 31, 2025 is summarized below:

(Rs. in crores)

Particulars	2024-25	2023-24
Net Sales	4050.91	5051.21
Other Income	216.45	203.12
Total Revenue	4267.36	5254.33
Total Expenses	4238.23	4966.89
Pro t before Exceptional Items and Tax	29.13	287.44
Exceptional Items	24.61	-245.59
Earnings before Taxes	53.74	41.85
Interest	245.54	246.93
Depreciation	36.62	26.57
Deferred Tax	12.51	-86.42
Pro t for the year	41.23	128.27
Other comprehensive Income	34.40	20.55
Total Comprehensive Income	75.63	148.82

? Previous year gures have been regrouped/re-arranged wherever necessary.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The policy is hosted on the website of the Company at the link https://fact.co.in/home/Dynamicpages?MenuId=914

Dividend

Your Directors had recommended a dividend of 0.20/- (twenty paise) per equity share of face value of 10/- each at the Board Meeting held on 26-05-2025 for the financial year 2024-25. The Board further revised the recommended dividend to 0.39/- (Thirty nine paise) per equity share of face value of 10/- each at the Board Meeting held on 13.08.2025.

The Dividend on equity shares is subject to the approval of shareholders at the Annual General Meeting scheduled to be held on 26thSeptember 2025.

Based on the number of equity shares, as on date of this report, the dividend, if approved would result in a cash out flow of 25.24 Cr.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. No amount has been transferred to reserves for the financial year 2024-25. The retained earnings balance as at 31.03.2025 amounted to 56,870.20 lakh as compared to 58,354.43 lakh as at 31.03.2024.

Operations and Performance

Production (in MT)

Production	2024-25	2023-24
Factamfos	6,44,768	8,27,717
Zinc Coated NP 20:20:0:13	1,555	-
Total NP 20:20:0:13	6,44,768	8,27,717
Ammonium Sulphate	2,50,578	2,42,577
Caprolactam	-	34,662

Marketing

Sale	2024-25	2023-24
Factamfos	717931	821012
Ammonium Sulphate	266683	222353
Caprolactum	996	34841

The company was able to maintain the momentum in production and marketing during the financial year 2024-25.

The Companys operational performance during the financial year 2024 25 was adversely affected. In particular, the production of Factamfos was constrained due to the unavailability of phosphoric acid, compounded by a significant increase in its price.

The Company is actively working to expand the presence of its key products beyond its traditional stronghold in the Southern States. The Company is expanding its product portfolio by introducing Zincated Factamfos, Diammonium Phosphate (DAP), Triple Super Phosphate (TSP) and Single Super Phosphate (SSP), which will enhance FACTs visibility in the market.

The efforts are being made to increase the sales volumes of, PM PRANAM, products like Organic City Compost, Potash Derived from Molasses (PDM), Phosphate Rich Organic Manure (PROM), Fermented Organic Manure (FOM) etc.

In addition to establishing a presence in new markets such as Maharashtra, Bihar, West Bengal, Odisha, and Madhya Pradesh, FACT is also actively trying to expand in other key states including Chhattisgarh, Gujarat, and Uttar Pradesh.

Memorandum of Understanding with Government of India

Company has been entering into a Memorandum of Understanding (MoU) with the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Government of India, setting the performance parameters and targets every year. Company has secured Good rating for the MoU for the year 2023-24. The evaluation of MoU performance for 2024-25 has not been nalized. The MoU for 2025-26 has been signed.

Management Discussion and Analysis Report

Management Discussion and Analysis Report covering the operational aspects for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) is presented in a separate section forming part of Boards Report.

Roadmap for sustainability / Capital Projects

The Union Cabinet accorded approval in 2019-20 for CAPEX worth Rs. 608 crores to implement essential capital jobs with a view to enhance the reliability of production plants complying with changing statutory requirements and setting up of additional raw material storage tanks and plant. Critical renovation and modernizing schemes for debottlenecking raw material and product handling facilities also form part of CAPEX. The CAPEX projects of FACT are under various stages of implementation. When the new NP project becomes operational, it demands additional storage facilities /intermediates which at present is planned to be met through imports. To address this, FACT is exploring new projects focused on expanding capacity and improving energy ef ciency in key intermediate plants such as the Sulphuric Acid, Phosphoric Acid, and Ammonia plants. Plans also include enhancing the storage infrastructure for Sulphuric Acid and Ammonia at Willingdon Island. These initiatives are currently in the concept stage, and FACT intends to fund them through internal resources. Feasibility studies are being planned to evaluate the technical and financial viability of these proposals.

FACT has entered into long term agreements with suppliers including domestic suppliers for uninterrupted supply of key raw materials as below. l with SNPT Togo for the supply of Rock Phosphate for 3 years. l with BPCL & MRPL to meet its Sulphur requirement. l With IOCL for supply of RLNG for 5 years for uninterrupted operation of Ammonia Plant With the commissioning of the new NP plant, the fertilizer production capacity of the company will increase by over 5 Lakh MT per annum. Company also has plans to improve the product mix through trading of different NPK products, with a view to improve the top and bottom line.

Details of major projects, which have been completed as on financial year 2024-25 and the projects which are in progress are summarized below;

a 10000 MT Ammonia Storage tank at Cochin Division: LSTK project completed and Tank commissioned in August 2024.

a Construction of two Phosphoric Acid Storage Tanks at Q10 Berth, Willingdon Island: The work related to rubber lining and associated activities are being taken up. Hydro testing has been completed.

a New 1650 MTPD NPK Plant at Cochin Division, Ambalamedu: Project is progressing at Cochin Division in LSTK mode. Construction of the main plant building and other civil works are progressing. Many major equipment has reached the site. Construction of intermediate storage tanks are progressing.

Industrial Relations

During the financial year 2024-2025, cordial industrial relations were maintained across all Divisions of the Company.

Discussions were regularly held between the Management and Trade Unions and Of cer Associations on various matters. There was no loss of productivity due to IR issues.

Corporate Governance

Our Company remains compliant with corporate governance norms by adhering to integrity, transparency, and accountability, supported by well-de ned policies and ethical practices that ensure long-term value creation and the protection of shareholder rights. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI and the guidelines on Corporate Governance issued by the Department of Public Enterprises, Government of India. The Report on Corporate Governance for FY 2024-25 as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annexed to this report, forms an integral part of this report.

Further, pursuant to Schedule V (E) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Compliance Certificate from the Practicing Company Secretary regarding compliance of conditions of corporate governance is attached as Annexure-3.

Business Responsibility and Sustainability Report

In accordance with Regulations 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (SEBI), in May 2021 introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (BRSR). The BRSR indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company.Accordingly, your directors are glad to present the BRSR report of FACT for the financial year 2024-25 and it is part of the Annual Report of the Company.

Further SEBI vide its circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, updated the format of BRSR to incorporate BRSR core, a subset of BRSR indicating specific Key Performance Indicators (KPIs) under nine principles of business responsibility which are subject to mandatory reasonable assurance by an independent assurance provider. In line with these requirements, the Company has obtained reasonable assurance on the BRSR Core Indicators from TUV SUD South Asia Pvt. Ltd., on a standalone basis.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, prepared in accordance with Section 129(3) of the Companies Act 2013 and relevant accounting standards form part of the Annual Report.

The Consolidated Financial Statements have been prepared under equity method along with Companys Standalone Financial Statements. For preparing the Consolidated Financial Statements, the unaudited financial statements of FRBL for the year 2024-25 has been considered, since the statutory audit of FRBL for the year 2024-25 is not completed.

Material changes and commitment

The Committee for Monitoring Capital Management and Dividend in CPSEs (CMCDC), in its meeting held on July 03, 2025, recommended that the Company pay a dividend of 25 crores for the financial year 2024 25. Based on this direction, the Board revised its earlier recommended dividend of 0.20 per equity share to 0.39 per share. There was no change in the nature of business of the Company during the financial year 2024-25.

Associate / JV Company

FACT-RCF Building Products Limited (FRBL) is a joint venture (JV) Company of FACT. CIRP has been initiated in respect of FRBL on 11.01.2024. In accordance with the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the associate company / joint ventures in Form AOC-1 is provided as part of the Annual Report.

Report on financial position and Performance of Joint Venture

During the financial year 2024-25, the unaudited financial results of FRBL shows a net loss of 163.76 Lakhs. Due to the accumulated loss, the entire networth of FRBL has been eroded. FACT has created provisions for the entire investment made in FRBL.

ISO Certification

All fertilizer plants in Udyogamandal Complex and Cochin Division are certified for ISO 14001:2015 and ISO 9001:2015. FACT Cochin Division is certified for ISO 45001:2018. FACT Udyogamandal Division is certified for ISO 50001:2018.

Pollution Control Activities

FACT places the highest priority on maintaining clean air and a healthy living environment for the residents in and around its factory premises.

The ef uent treatment plant and emission control facilities are kept in operation along with the production plant throughout the year. Treated liquid ef uents and gas emissions discharged from plants conforms to the standards prescribed by the Central Pollution Control Board and the Kerala State Pollution Control Board. As per directions from Central Pollution Control Board (CPCB) & Kerala State Pollution Control Board (KSPCB), continuous online monitoring and web uploading are in progress. All analyzers as per guidelines have been installed and the parameters are uploaded in KSPCB & CPCB websites. The Company successfully maintained all ef uent discharge parameters within the limits prescribed by the statutory authorities. In line with its commitment to responsible waste management, FACT, under an agreement with Kerala Enviro Infrastructure Limited (KEIL), ensured the safe disposal of accumulated hazardous waste. This included spent V O catalysts, ETP sludge, sulphur muck, and e-waste, all of which were handed over to KEIL for nal disposal in an environmentally compliant manner.

Scheme for solid waste management is being implemented by providing separate Bin for metal scraps, bio degradable and non-bio degradable wastes. Solid waste is collected and further segregated at designated facility. As per directions from Central Pollution Control Board (CPCB) & Kerala State Pollution Control Board (KSPCB) requirement, emission and ef uent data in respect of the following are being uploaded to the website of KSPCB & CPCB. l SO2 emission from Sulphuric Acid plant stack. l Ammonia, Fluoride and particulate matter emission from complex fertilizer plant stack. l Fluoride and particulate matter emission from Phosphoric Acid plant stack. l pH, Fluoride, Ammoniacal Nitrogen and flow of ef uent outlet.

Fire and Safety Measures and Training Activities

The Fire and Safety Department, managed by company personnel, operated smoothly during the year. In 2024-25, FACT Udyogamandal Division recorded 3.2 million accident-free man-hours, with a total of 19.7 million accident-free man-hours since the last reportable accident.

A total of 7,863 man-hours were dedicated to safety training during the year. The Safety Committee functioned effectively, contributing to the maintenance of safe working conditions across the plant.

As part of the On-Site Emergency Plan, emergency preparedness was evaluated through the conduct of both onsite and local mock drills, simulating scenarios such as toxic gas leaks and re outbreaks.

Of cial Language

FACT is giving utmost priority to the promotion and implementation of the Of cial Language Policy of the Government of India. Quarterly meetings of the Of cial Language Implementation Committee are regularly held in FACT under the chairmanship of Chairman & Managing Director to review the position regarding implementation of the Of cial Language Act / Rules and the orders issued by the Government of India regarding the use of Hindi in official work and of the Annual Programme prepared in that regard. In order to create enthusiasm in the Of cial Language among the employees, Hindi Department regularly organizes several programmes and competitions for the employees and of cers of various Divisions of the company. Prizes were given to all the participants. This year also Hindi Fortnight celebrations were held at the corporate level with various competitions and prizes were given to the winners.

Hindi Department is organizing Hindi workshops and training programmes for our employees on a quarterly basis to give information about Of cial Language Rules and other provisions arranged by Government of

India. 14 workshops were organized during the year to promote the Of cial Language Hindi, in which 247 Of cers and employees actively participated.

In order to do more official work in Hindi, the Company gives cash awards to the employees. This year, under the cash award, 54 employees were honoured with cash prizes for doing their official work in Hindi. Every year FACT gets awards for Hindi competitions organized in connection with the Joint Hindi Fortnight Celebration under the Kochi Town Of cial Language Implementation Committee (Undertaking). On this occasion, we get awards for Best Hindi Implementation and also for OL Home Magazine.This year they have honoured by giving Rajbhasha Shield for commendable work in the eld of Of cial Language implementation and Second prize for the Of cial Language in House Magazine Rashtravani.

Public procurement policy of Micro and Small Enterprises (MSEs) Order 2012

Company gives priority to Micro and Small Enterprises for procurement as per directives issued by the Government of India from time to time. During the year, the Company procured material & services worth 209 Cr (60.37% of total procurement other than feed stocks & fertilizers) from MSEs. Out of which 2.1 Cr (0.61%of total procurement) is from MSEs owned by SC/ST entrepreneurs and 15.82 Crore (4.57% of total procurement) is from women entrepreneurs. Most of the feed stocks and Fertilizer inputs procured by FACT are not available with the MSEs. FACT participated in a vendor development programme organized by MSME Development and Facilitation Of ce, Thrissur. FACT is registered with TReDs platform of Receivable Exchange of India Limited (RXIL) a joint venture by SIDBI and NSE for providing bill discounting facilities to MSMEs.

In line with the OM No. M-03/0003/2020-DPE (MOU) dated 22nd July 2024 issued by the Department of Public Enterprises, MOU Division, Ministry of Finance, and Government of India, Company on boarded on the TReDS platform of Invoice Mart and M1xchange.

Directors and Key Managerial Personnel

Appointments

Based on noti cation from Government of India, Ministry of Chemicals & Fertilizers four directors were appointed by the Board of Directors of FACT during the year 2024-25.

1. Dr. Tina Soni (DIN:07720240) as a Government Nominee Director vide Order No. 95/1/2019-HR PSU (pt.2) (e-31042) dated 18th February, 2025.

2. Dr. Aruna Kamineni (DIN: 09591742) as Non-Of cial Independent Director vide Order No. 95/01/2025-HR-PSU (e-38759) dated 16th May, 2025.

3. Shri. Billeswar Sinha (DIN: 09393543) as Non-Of cial Independent Director vide Order No. 95/01/2025-HR-PSU (e-38792) dated 16th May, 2025.

4. Shri. Santosh Kumar (DIN:11228100) as a Government Nominee Director vide Order No. 95/1/2019-HR PSU (pt-2) (e-31042) dated 17th July, 2025.

Re-appointment

Director liable to retire by rotation

In terms of the provisions of the Companies Act, 2013, Shri. Manoj Sethi (DIN: 00301439), Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Shri. Manoj Sethi forms part of the Notice convening the ensuing AGM. The pro le and particulars of experience, attributes and skills that qualify Shri. Manoj Sethi for Board membership is disclosed in the said Notice.

Retirements & Resignations

Shri. Keda Tanaji Aher (DIN:07126654), Independent Director, resigned from the Board of the Company with effect from 29th October, 2024.

In accordance with the order from the Government of India, Ms. Aparna Sharma (DIN:07798544) ceased to be the Government Nominee Director on the Board of the Company effective 19th February, 2025.

As per the terms of appointment, Dr. Anjula Murmu (DIN:09565841), completed her term as an Independent Director on 27th May, 2025 and accordingly, ceased to be an Independent Director and Member of the Board of Directors of the Company.

Dr. Tina Soni (DIN: 07720240), Government Nominee Director on the Board of FACT, ceased to be a Director of the Company with effect from 12thMay, 2025, upon completion of her tenure.

The Board places on record its sincere appreciation for the valuable contribution by the aforesaid Directors, during their tenure as Directors of the Company.

Reappointment of Independent Directors

During the financial year 2024-25, no Independent Director was reappointed on the Board of the Company as per section 149 (10) of the Companies Act 2013.

Disquali cation of Directors

None of the Directors has incurred any disquali cation as provided under section 164 of the Companies Act 2013.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of your company are:

Sl. No.	Name	DIN	Designation
1	Shri. S. C. Mudgerikar	03498837	Chairman and Managing Director
2td>	Shri. Anupam Misra	07637439	Director (Marketing)
3	Shri. S. Sakthimani	07482308	Chief Financial Of cer & Director (Finance)
4	Dr. Jayachandran K.	10062573	Director (Technical)
5	Ms. Susan Abraham	N.A	Company Secretary

Annual Evaluation of Board

FACT being a Government Company, all appointments on the Board is made by the Government of India, Ministry of Chemicals and Fertilizers, Department of Fertilizers. The performance of Directors is evaluated by the Ministry of Chemicals & Fertilizers, Department of Fertilizers, Government of India. As per Government of India, Ministry of Corporate Affairs noti cation dated 05th June 2015, clause (e) and (p) of sub-section 3 of Section 134 of the Companies Act 2013 relating to appointment, remuneration and annual evaluation of the performance of the Board is not applicable to FACT.

In accordance with SEBI (LODR) Regulations, the Nomination & Remuneration Committee, at its meeting held on 04.02.2025, approved the criteria for evaluating the performance of Independent Directors by the Board. Subsequently, the Board, in its meeting held on 14.02.2025, reviewed the performance of the Companys Independent Directors based on the approved criteria.

The Independent Directors in their meeting held on 25.03.2025, reviewed the performance of Non-Independent Directors, the overall functioning of the Board, the Chairpersons performance, and the effectiveness of information flow between management and the Board, as per Regulation 25(4) of SEBI (LODR) Regulations.

Independent Directors Declaration

The Company has received necessary declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and they have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013 and the Code of Business Conduct adopted by the Company.

In the opinion of the Board, all Independent Directors possess requisite quali cations, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external in uence.

Meetings of the Board

During the financial year 2024-25, ve (5) meetings of the Board were convened and held. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of the Annual Report for FY 2024-25.The gap between two Board Meetings was within the maximum time gap prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The requisite quorum was present in all the Meetings.

Secretarial Standards

Your Directors state that during the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General meetings) issued by the Institute of the Company Secretaries of India.

AUDITORS

(1) Statutory Auditors and Statutory Auditors Report

M/s. G.Venugopal Kamath & Co., Chartered Accountants, Kochi, was appointed as Statutory Auditors of the Company for the financial year 2024-25 by the Comptroller and Auditor General of India. M/s. Shanker Giri & Prabhakar, Chartered Accountants, Chennai, was appointed as Branch Auditors for the year 2024-25, for the Area / Regional Of ces at Tamil Nadu and Kerala, by the Comptroller and Auditor General of India. M/s. RB Kabra & Co, Chartered Accountants, Hyderabad, was appointed as Branch Auditors for the year 2024-25 for the Area / Regional Of ces at Andhra Pradesh, Telangana and Karnataka by the Comptroller and Auditor General of India.

The report of the Statutory Auditor forms part of this Annual Report.Statutory Auditors has not made any qualification or adverse remarks on the Financial Statements for the financial year 2024-25.

(2) Cost Audit

As prescribed under section 148 of the Companies Act ,2013, read with the Companies (Cost Report and Audit) Rules 2014, cost accounting records are being maintained by the Company. M/s. BBS & Associates, Cost Accountants, Kochi has been appointed as Cost Auditors of the Company for the year 2024-25. Cost Audit report for the financial year 2023-24 was led with Ministry of Corporate Affairs on 01stOctober 2024.

(3) Secretarial Auditors and Secretarial Auditors Report

M/s. CaesarPintoJohn & Associates, Company Secretaries, Kochi, has been appointed as Secretarial Auditors of the Company for the year 2024-25. The report of the Secretarial Auditor is annexed to this report as Annexure-4. The Secretarial Auditor has made the following observations in their Secretarial Audit Report.

As per Regulation 17(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, where a listed entity does not have a regular Non-Executive Chairperson, at least half of the board of directors shall comprise of independent directors. During the financial year from 01.04.2024 to 31.03.2025 the composition of the Board did not meet this requirement. Further, from 28.03.2025 to 31.03.2025, the Audit Committee was not constituted with the mandated two-thirds majority of Independent Directors, the Nomination and Remuneration Committee does not have the required two-thirds majority of Independent Directors, the Stakeholders Relationship Committee did not include the required minimum of one Independent Director, and the Risk Management Committee did not include the required minimum of one Independent Director.

Pursuant to proviso to Regulation 17 (1) (a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of directors of the top 1000 listed entities shall have at least one independent woman director. The Company does not have an independent woman director with effect from 28.03.2025. Pursuant to Regulation 17(1E) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, any vacancy in the office of a director shall be lled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy. Provided further that if the listed entity becomes non-compliant with the requirement under sub-regulation (1) of this regulation, sub-regulation (1) of regulation 18, sub-regulation (1) or (2) of regulation 19, sub-regulation (2) or (2A) of regulation 20 or sub-regulation (2) or (3) of regulation 21, due to expiration of the term of office of any director, the resulting vacancy shall be lled by the listed entity not later than the date such office is vacated. Vacancies in the office of independent directors are not lled within 3 months of such vacancy. Further vacancy due to expiration of the term of office of Ms. Anjula Murmu (Independent Director) is not lled by the listed entity not later than the date such office is vacated.

Pursuant to Regulation 31 (5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the declaration required under sub-regulation (4) shall be made within seven working days from the end of each financial year to every stock exchange where the shares of the target company are listed; and the audit committee of the target company.

Declaration required under regulation 31(4) from the promoters for the financial year ended 31.03.2024 is not seen submitted to the stock exchange within 7 working days from the end of the financial year.

Explanation on observations made by Secretarial Auditors in their report is given below;

The Company is a Central Public Sector undertaking under the administrative control of the Department of Fertilisers, Ministry of Chemicals and Fertilisers, Government of India. The power to appoint Directors on the Board of the Company vests with the Government of India. The Company reconstituted the committees by inducting the only available Independent Director, designated as Chairperson of all the above Committees on 01.04.2025. No meetings were held during the intervening period. Based on noti cation from the Govt. of India two new Independent Directors were appointed to the board on 05.05.2025 and the committees were reconstituted by including the newly appointed Independent Directors. The Company now has three Independent Directors on its Board, including one woman Independent Director. The Company received the Declaration under Regulation 31(4) from the Ministry of Chemicals and Fertilisers on 09.04.2024 and led it on the same day.

Audit Committee

In line with the provisions of Section 177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted an Audit Committee. Details of Members/ Meetings of the Audit Committee are elaborated in the report on Corporate Governance annexed herewith.There were no instances in which the Board has not accepted any recommendation of the Audit Committee.

Policy on remuneration of Directors, Key Managerial Personnel and other Employees.

FACT, being a Central Public Sector Enterprise under the Ministry of Fertilisers and Chemicals, the appointment, tenure and remuneration of Directors are decided by the Government of India. In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of FACT has constituted the Nomination and Remuneration Committee. The Committee has framed a policy on Remuneration of Directors, Key Managerial Personnel and other Employees pursuant to Section 178(3) of the Companies Act and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available on the website of the Company at https://fact.co.in/home/ Dynamicpages?MenuId=3018

Investor Education and Protection Fund (IEPF)

During the year, no amount was required to be transferred to the Investor Education and Protection Fund (IEPF). Accordingly, FACT has not made any transfers during the year, and there are no pending amounts due for transfer to the IEPF.

Contract or arrangement with related parties

The transactions entered into with related parties for the year under review were on arms length basis and in the ordinary course of business. The disclosure in Form No AOC-2 for the transactions with related parties during the period under review is enclosed as Annexure -2.

Corporate Social Responsibility

FACT continued to give priority on various Social Responsibility measures. The Company has a Board Level Committee constituted as per the provisions of Companies (Corporate Social Responsibility Policy) Rules 2014. The CSR Policy of the Company is available on the website of the Company at https://fact.co.in/home/ Dynamicpages?MenuId=2963 .

The Company spent 125.12 lakh for CSR Projects and 543.35 lakh has been set off against excess spent in previous years to meet the CSR obligation for the year. Annual Report on CSR as per the provisions of Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed to this report as Annexure-5.

FACT Initiative for the farming community

The Company successfully implemented various schemes, reflecting a strong engagement with farming communities and other partners. The key initiatives include l Pradhan Mantri Kisan Samridhi Kendra PMKSK Pradhan Mantri Kisan Samridhi Kendra is an initiative of the Department of Fertilizers launched during August 2022. It aims to convert the existing village, block/sub district/ taluk and district level fertilizer retail shops into Model Fertilizer Retail Shops that will act as "One Stop Shop" for all the agriculture related inputs and services. A total of 3602 PMKSKs have been completed by FACT across various states till 2024-25 l Namo Drone Didi (NDD)Hubs 50 FACT NDD Hubs were developed in the year 24-25 with the required facilities as per the directions of Department of Fertilizers. l PM Programme for Restoration, Awareness, Nourishment and Amelioration of Mother Earth (PM

PRANAM) Under the GOI PM PRANAM initiative, several Kisan Sangothi (farmer Meetings) were organized at different locations by FACT Marketing Division. These programs focused on raising awareness about sustainable agricultural practices, soil health restoration and environmental nourishment with the goal of fostering a more sustainable and eco-friendly approach to farming. FACTs PM PRANAM offerings namely FACT Organic, FACT Organic Plus, FACT FOM, FACT PDM and FACT PROM were showcased through these gatherings and farmers were educated about the benefits of these products. Of cials from the Agriculture Department, along with scientists from the Indian Council of Agricultural Research (ICAR), Krishi Vigyan Kendras (KVKs), research stations, and agricultural universities, participated in the events and shared insights on the latest technologies and initiatives in the agriculture sector. l Community Radio Service: A total of 44 episodes were broadcast through various community radio stations across Kerala, Tamil Nadu, Karnataka, Andhra Pradesh, and Telangana. These episodes featured FACT of cials discussing a broad range of informative topics aimed at supporting farmers. The broadcasts served as a valuable platform for disseminating guidance on improved agricultural practices and addressing key challenges faced by the farming community.

Risk Management

FACT has a well-de ned Risk Management Policy in place to identify potential risk areas and implement appropriate mitigation measures. The Company has also established adequate risk management infrastructure that is equipped to effectively address and manage all foreseeable risks.The Risk Management Policy of the Company is available on the website of the Company at https://fact.co.in/home/Dynamicpages?MenuId=2979

Vigil Mechanism & Whistle Blower Policy

FACT has a Vigil Mechanism in place that allows Directors and Employees to raise concerns in a secure and con dential manner. In appropriate cases, they can report their concerns directly to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy are available on the Companys website at www.fact.co.in, and can be accessed directly via the link: https://fact.co.in/home/Dynamicpages? MenuId=45

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company af rms the following: The Company has duly constituted an Internal Complaints Committee as required under the Act, to redress complaints related to sexual harassment at the workplace. The company maintains a zero-tolerance policy towards sexual harassment and has implemented measures to raise awareness, prevent misconduct and to ensure a safe working environment for all employees. The details of complaints during the financial year are as follows:

i. Number of complaints of sexual harassment received in the year:	1
ii. Number of complaints disposed of during the year:	1
iii. Number of cases pending for more than ninety days:	0

Maternity Benefit Act

FACT has complied with the applicable provisions of the Maternity Benefit Act, 1961. It has ensured that all eligible female employees are extended the benefits mandated under the Act, including paid maternity leave, nursing breaks and protection from dismissal during maternity leave. The company remains committed to providing a safe, supportive and inclusive working environment and continues to implement policies that supports health and well-being of women employees especially during maternity and post maternity period.

Code of Conduct

FACT has a code of conduct known as FACT Code of Business Conduct and Ethics applicable to the members on the Board and all senior executives of the Company. The code has been posted on the Companys website www.fact.co.in and can be downloaded using the link https://fact.co.in/home/ Dynamicpages?MenuId=2959

The code lays down the standard procedure of business conduct which is expected to be followed by the Directors and Senior Executives of the Company. It also includes the duties of Independent Directors as laid down in the Companies Act, 2013.

The Board members and Senior Executives of the Company have af rmed compliance of the code of Conduct for the financial year 2024-25.

Prevention of Insider Trading

There have been no reported instances of insider trading involving FACT shares till date. A Code of Conduct on the Prohibition of Insider Trading is available on the Companys website and can be accessed via the following link: https://fact.co.in/home/Dynamicpages?MenuId=849

Particulars of Loan given, Investment made, Guarantees given and Securities provided

Particulars of Investment made by the Company are provided in the financial statement for the year 2024-25. During the financial year 2024-25, FACT has not provided any loan/guarantee or made any investment within the purview of Section 186 of the Companies Act 2013.

Internal Controls & their adequacy

The Internal Control systems are reviewed by the Audit Committee. The Company being a Government owned company is subject to Audit by C&AG. The adequacy of Internal Control procedures is also reviewed by the Statutory Auditors in their Audit Report.

The Companys internal control systems are commensurate with the nature of its business, size, and complexity of its operations. Internal financial controls with reference to the Financial Statements are adequate. Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis forming part of this Report.

Particulars of Employees and related disclosures

During the year under review, none of the employees of the Company had drawn remuneration in excess of the limit prescribed under section 134 (3)(c) of the Companies Act, 2013 read with Companies (Appointment of Managerial Personnel) Rules 2014.

As per the noti cation dated 05th June, 2015 issued by the Ministry of Corporate Affairs, Government of India, section 197 of the Companies Act, 2013 is not applicable to a Government Company.

Vigilance

Vigilance is an integral part of the managerial function of an organization and the vigilance department plays a crucial role in ensuring transparency, integrity and accountability within the organization. The primary objective of the FACT vigilance department is to prevent corruption, misconduct, fraud, and abuse of power thereby upholding the public trust and promoting good governance.

The work pro le of the vigilance department comprises mainly of handling complaints received by CVO from different sources and investigation of veri able complaints having a vigilance angle. As part of preventive vigilance measures vigilance department also undertakes surprise inspections, surveillance and intelligence-gathering activities on a regular basis. Scrutiny of procurement/contract les, reviewing property returns of employees, monitoring the rotation of staff in sensitive areas, and coordination with CVC and other government departments also form the part of work pro le of the vigilance department.

During the financial year 2024-2025, as per the directives of the Central Vigilance Commission (CVC), the week from October 28th to 3rd November 2024 was observed as Vigilance Awareness Week in FACT with the theme “Culture of Integrity for Nations Prosperity”. As part of systemic improvements, an Employee Complaint Portal and Marketing App have been launched.

Integrity Pact

An Integrity Pact in line with Government of India guidelines in this regard has been nalised and implemented in the Company.

The Right to Information Act 2005

FACT is complying the provisions of the Right to Information Act 2005 and the details relating to Public Information Of cer, Assistant Public Information of cer, Appellate Authority, Nodal of cer etc. are published on the website of the Company www.fact.co.in and can be downloaded using the link https://fact.co.in/home/Dynamicpages?MenuId=472

Annual Return

The Annual Return of the Company as provided under Sub section (3) of Section 92 of Companies Act, 2013,is published on the website of the Company, at the link https://fact.co.in/home/ Dynamicpages?MenuId=3028

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information regarding the conservation of energy, technology absorption, and foreign exchange earnings and outgo as required to be disclosed in terms of the Companies (Accounts) rules 2014 is set out in a separate statement as Annexure-1. Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors hereby state that:

(a) in the preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of profit and loss statement for the year ended March 31, 2025.

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the directors have prepared the annual accounts on a going concern basis.

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

General

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the company under any scheme.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the whole time Directors of the Company receive any remuneration or commission from its Associate Company.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

7. No fraud has been reported by the Auditors to the Audit Committee or to the Board.

8. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

9. The Company has not made any one-time settlement for the loans taken from the Banks or Financial Institutions.

Acknowledgement

Your Directors gratefully acknowledge the valuable guidance and support extended by Honble Minister of Chemicals and Fertilisers, Honble Minister of State for Chemicals and Fertilisers, Honble Chief Minister, Government of Kerala, the Secretary, Ministry of Chemicals and Fertilisers and other of cials of the Ministry of Chemicals and Fertilisers as well as other Ministries of the Government of India, Department of Public Enterprises and other State Governments.

The Directors deeply appreciate the committed efforts put in by the employees and look forward to their dedicated services and endeavor in the years ahead to enable the Company to scale greater heights.

The Directors also acknowledge the continued support extended by the Shareholders, Dealers, Suppliers, Bankers, Valued Customers and Auditors of the Company.

	For and on behalf of the Board of Directors.
Place : Mumbai
Date : 29.08.2025	(S.C. Mudgerikar)
	Chairman and Managing Director
	DIN : 03498837