Fertilizers & Chemicals Travancore Ltd Directors Report

Dear Members,

Your Directors present the 82nd Annual Report on the Companys performance, together with the Audited Financial Statements for the year ended 31st March, 2026.

Despite operating under a challenging business environment, the Company could maintain a steady progress in production and marketing during FY 2025–26. The financial performance was adversely impacted by external factors, particularly the geopolitical developments arising from the West Asian conflict. The sharp escalation in sulphur and sulphuric acid prices, adverse foreign exchange movements, and constraints in the availability of RLNG significantly affected the Companys operating margins. Consequently, the Company reported a loss of Rs39.60 crore for the financial year 2025–26.

The Company produced 8.3 lakh MT of Factamfos, as compared to 6.45 lakh MT in FY 2024–25, along with 2.83 lakh MT of Ammonium Sulphate, surpassing the previous years record production of 2.5 lakh MT. Total fertiliser sales crossed 1.3 million MT, reflecting robust market demand, efficient distribution, and the dedicated efforts of employees across all functions.

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

Performance Highlights:

- Revenue from Operations of Rs5723.76 Cr.

- Total Fertilizer production 11.13 Lakh MT.

- Sale of 13.37 lakh MT Fertilisers.

- Annual Production of 2,83,168 MT Ammonium Sulphate is the all-time highest record production.

- FACT achieved the highest ever production and sales of Ammonium Sulphate.

- FACT Udyogamandal Complex received First Prize in Kerala Industrial Safety Award 2025. (Very large Industries).

- FACT-UC won the Suraksha Puraskar Award for outstanding safety performance in Very Large Chemical Factories, constituted by the National Safety Council Kerala Chapter.

- Highest Sales of Traded products including Organic and SSP and Imported Chemical Fertilisers.

- FACT Cochin Division selected by the Kerala State Pollution Control Board Awards 2025, in recognition of sustained efforts in environmental protection and pollution control, in the category of Very Large Scale Industries.

Standalone Financial Results

Financial Results of the Company for the year ended March 31st, 2026 is summarized below:

(Rs in crores)

Particulars	2025-26	2024-25
Net Sales	5723.76	4050.91
Other Income	176.32	216.45
Total Revenue	5900.08	4267.36
Total Expenses	5939.99	4238.23
Profit before Exceptional Items and Tax	(39.91)	29.13
Exceptional Items	-	24.61
Earnings before Taxes	(39.91)	53.74
Interest	249.73	245.54
Depreciation	35.70	36.62
Deferred Tax	(0.31)	12.51
Profit for the year	(39.60)	41.23
Other comprehensive Income	44.47	34.40
Total Comprehensive Income	04.87	75.63

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

In view of the losses incurred during the year, the Board of Directors has not recommended any dividend for the financial year ended 31st March 2026. However, as per the DIPAM Guidelines, the Company is required to pay a dividend. Accordingly, the Company has applied to the Department of Public Enterprises, Government of India for an exemption from this requirement, and a decision is still awaited.

Transfer to Reserves

No amount has been transferred to reserves for the financial year 2025-26.

Operations and Performance

Production

(In MT)

Production	2025-26	2024-25
Factamfos	8,20,239	6,43,213
Zinc Coated NP 20:20:0:13	10,150	1,555
Total NP 20:20:0:13	8,30,389	6,44,768
Ammonium Sulphate	2,83,168	2,50,578

Due to viability issues the Caprolactam plant was not operated during the year.

Production

[Pie chart showing distribution of Factamfos, Zinc Coated NP 20:20:0:13, Ammonium Sulphate for 2024-25 and 2025-26]

Marketing

(In MT)

Sales	2025-26	2024-25
Factamfos	8,07,358	7,17,931
Ammonium Sulphate	2,99,191	2,66,683
Caprolactam	0	996

The Marketing Division recorded a healthy performance amidst stiff competition in the fertilizer market and changing marketing scenario.

FACT achieved total sales of 13.37 lakh MT of all products compared to 11.63 lakh MT during FY 2024-25, registering a growth of 14% over the previous year. This growth was achieved through focused marketing efforts, expansion into new markets, strengthening of the dealer network and continuous engagement with farmers.

During the year, FACT successfully conducted various Government initiative and farmer oriented programmes such as PMKSK programmes, NDD meetings, Kisan Sangoshthi and Community Radio Programmes. These programmes helped strengthen farmer awareness on balanced fertilizer use, soil health management and modern agricultural practices.

Market Expansion and Product Diversification

As part of its market expansion strategy, FACT extended its geographical reach into new markets such as Chhattisgarh and Uttar Pradesh. The Company also broadened its product portfolio through the introduction and marketing of Imported DAP, Imported TSP, and Traded SSP, further strengthening its market presence.

Sustainable Agriculture and Soil Health

In line with its commitment to sustainable agriculture and soil health management, the Company analyzed 4,136 soil samples during FY 2025–26 under its Soil Health Management Programme.

Growth Outlook

The Division continues to see strong potential for growth in its existing markets—Maharashtra, Bihar, West Bengal, Odisha, and Madhya Pradesh — alongside emerging opportunities in Chhattisgarh and Uttar Pradesh. The encouraging response from non-traditional markets underscores the scope for further expansion in the years ahead.

PM-PRANAM Contribution

During the year, FACT recorded sales of 27,505 MT under the PM-PRANAM (PM Promotion of Alternate Nutrients for Agriculture Management) initiative, reinforcing its role in advancing balanced and sustainable fertilizer use.

CAPEX 2.0

As part of FACTs Journey towards self-sufficiency goals in fertilizer manufacturing and in line with Government of Indias vision of "Atma Nirbhar Bharat" in the fertilizer sector and also to add more products to FACTs product basket, FACT is proposing second phase of capacity expansion projects under CAPEX 2.0 with a total outlay of Rs6350 Cr wherein, the following projects are considered:

a) New 700 MTPD Phosphoric Acid Plant at Cochin Division.

b) New 2200 MTPD Sulphuric Acid Plant at Cochin Division.

c) Augmentation of bulk handling facilities at Cochin Division & Willingdon Island envisaged as part of above Sulphuric Acid and Phosphoric Acid Plants at Cochin Division.

d) New 20,000 MT (net) Ammonia Storage Tank at Q4 berth, Willingdon Island

e) New 1500 MTPD Urea Plant at Udyogamandal Division as add-on to existing Ammonia Plant.

The Board of Directors of FACT has accorded in-principle approval for capacity expansion projects CAPEX 2.0 and the project is presently under the consideration of Government of India.

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 2024-25.

The MoU for 2025-26 is yet to be finalized by the Government of India.

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 is presented in a separate section forming part of Directors Report.

Roadmap for sustainability / Capital Projects

The Union Cabinet accorded approval in 2019-20 for a CAPEX worth Rs608 crores to implement essential capital jobs. These initiatives were envisaged to enhance the operational reliability of production plants, comply with evolving statutory requirements, and set up additional raw material storage infrastructure.

With the commissioning of the new NP plant, the total fertilizer production capacity of the company is projected to increase by over 5 Lakh MT per annum. FACT also intends to improve its product mix through the trading of different NPK products to strengthen both top and bottom-line metrics.

Long-Term Supply Agreements

To ensure the uninterrupted operation of its intermediate and production plants, FACT has entered into strategic long-term supply agreements for key raw materials:

- SNPT, Togo: Three-year agreement for the continuous supply of Rock Phosphate.

- BPCL & MRPL: Long-term agreements for procurement of Sulphur to meet the Companys entire requirement.

- IOCL: Five-year agreement for the supply of Regasified Liquefied Natural Gas (RLNG) to support the operation of the Ammonia Plant.

- CIL: Agreement for the monthly supply of 4,000 MT of Phosphoric Acid.

Status of Major Capital Projects (FY 2025-26)

Project Description	Status / Current Progress
Construction of Two Phosphoric Acid Storage Tanks (Q10 Berth, Willingdon Island)	Tank construction completed & Hydro test done. Rubber lining and associated works are to be completed. The commissioning is expected to be completed in 2026.
New 1650 MTPD NPK Plant (Cochin Division, Ambalamedu)	Project is progressing in LSTK mode. Major equipments have arrived at the site. The project is expected to be commissioned in 2026.

Industrial Relations

During the financial year 2025-2026, a stable and congenial industrial relations climate sustained across all Divisions of the Company.

Regular interactions were held between the Management and Trade Unions / Office Associations on various matters. There was no loss of productivity arising from industrial relations issues.

Corporate Governance

Our Company remains compliant with corporate governance norms by adhering to integrity, transparency, and accountability, supported by well-defined policies and ethical practices that ensure long-term value creation. 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 2025-26 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-2.

Business Responsibility and Sustainability Report

Based on market capitalization, as required by Regulation 34(2) of SEBI (LODR) Regulations 2015 the Company is required to prepare a Business Responsibility and Sustainability Report (BRSR) on the environmental, social and governance disclosures. As per NSE circular no NSE/ CML/2024/11 dated May 10, 2024, the BRSR can be provided as a LINK in the Annual Report of the Company instead of publishing the whole report. The Business Responsibility and Sustainability Report for FY 2025-2026, with Limited Assurance of BRSR Core issued by M/s SR Asia is provided at the link https://fact.co.in/home/Dynamicpages?MenuId=3057

Material changes and commitment

There was no change in the nature of business of the Company during the financial year 2025-26.

Status of FRBL - Associate / JV Company

FACT-RCF Building Products Private Limited (FRBL), a joint venture between FACT and RCF underwent CIRP process and a Resolution Plan was approved by NCLT. Since the 11 Acres of land of FACT, was also incorporated as an ‘asset in the Resolution Plan, FACT challenged the said order by filing appeal before NCLAT, Chennai. The appeal was heard by the NCLAT and has been posted for orders. On 18.05.2026, FACT terminated the tenancy and took possession of the land as per the provisions of the Public Premises (Eviction of Unauthorised Occupants) Act, 1971.

Discontinuation of Consolidation of Financial Statements of FACT – RCF Building Products Limited (FRBL):

The Company had fully provided for the value of investment in FRBL in earlier years, owing to the share of losses in FRBL exceeding its interest. Pursuant to the approval of resolution plan approved by the National Company Law Tribunal (NCLT), Kochi Bench, vide its order dated 26.09.2025 FACT has ceased to have joint control over FRBL. Consolidation of Financial Statement of FACT with FRBL has therefore been discontinued.

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 effluent treatment plant and emission control facilities are kept in operation along with the production plant throughout the year. Treated liquid effluents 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 effluent discharge parameters within the limits prescribed by the statutory authorities. In line with its commitment to responsible waste management, the safe disposal of accumulated hazardous waste is ensured through Kerala Enviro Infrastructure Limited (KEIL). Spent V2O5 catalysts, ETP sludge, sulphur muck etc., are handed over to KEIL for final disposal in an environmentally compliant manner.

During the financial year 2025-26, hazardous wastes generated and disposed through KEIL comprised of 9.34MT of spent V2O5 catalyst, 320.3MT of Sulphur Muck, and 487.5 MT of ETP Sludge. No lead strap waste was generated or disposed of during the year. Additionally, no e-waste was disposed of during this financial year.

As per directions from Central Pollution Control Board (CPCB) & Kerala State Pollution Control Board (KSPCB) requirement, emission and effluent data in respect of the following are being uploaded to the website of KSPCB & CPCB.

o SO2 emission from Sulphuric Acid plant stack.

o Ammonia, Fluoride and particulate matter emission from complex fertilizer plant stack.

o Fluoride and particulate matter emission from Phosphoric Acid plant stack.

o pH, Fluoride, Ammoniacal nitrogen and flow of effluent outlet.

Fire and Safety Measures and Training Activities

The Fire and Safety Department, managed by Company personnel, operated smoothly during the year. In 2025-26, FACT Udyogamandal Division recorded 2.9 million accident-free man-hours, with a total of 22.7 million accident-free man-hours since the last reportable accident.

A total of 9,400 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 fire outbreaks.

A safety audit of FACT UC was carried out by an expert committee constituted by the Division Head, and various competitions were held to encourage safety compliance, with awards presented during the 54th Safety Week celebrations.

On the training front, a total of 9,400 man-hours were imparted during 2025–26 through periodic programs covering First Aid, Firefighting, Use of Breathing Apparatus, and PPE Usage, induction training for new employees, apprentices, and project trainees, safe working practice training for contractors and supervisors, Fire Safety Awareness Programs for employees, and a dedicated Fire and Safety Awareness session with competitions for students of Govt. HSS Eloor.

Official Language

FACT is giving utmost priority to the promotion and implementation of the Official Language Policy of the Government of India. Quarterly meetings of the Official Language Implementation Committee are regularly held in FACT under the Chairmanship of the Chairman & Managing Director. The position regarding implementation as per the Official Language Act / Rules and the orders issued by the Government of India regarding the use of Hindi in official work and the Annual Programme are reviewed at these meetings. In order to create enthusiasm in the Official Language among the employees, Hindi Department regularly organizes several programmes and competitions for the employees and officers of various Divisions of the company.

During the year, the Company organised 11 workshops to promote the use of Hindi as the Official Language. A total of 111 managerial and 50 non-managerial employees were imparted training on the implementation of the Official Language Policy. Employees were encouraged to progressively increase the use of Hindi in official correspondence and day-to-day office work. In addition, Hindi Fortnight was celebrated at the corporate level with enthusiasm, featuring a variety of competitions and awareness programmes to foster the use of the Official Language across the organisation.

The Company actively participated in the Hindi competitions organised as part of the Joint Hindi Fortnight Celebrations conducted by the Kochi Town Official Language Implementation Committee (Undertakings). The Company was awarded the Best Official Language Implementation award (first place), secured the Second Prize for its Official Language magazine, "Rashtravani," and achieved the Overall First Prize in the Hindi competitions.

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 Rs346.36 Crores (80.55% of total procurement) from MSEs. Out of 0.6 % of total procurement is from MSEs owned by SC/ST entrepreneurs and 9.71% of total procurement is from women entrepreneurs. In the FY 2025-26, Companys total procurement of goods and services amounted to Rs4,270 Crores.

FACTs procurement from SC/ST-owned MSEs was 0.6%, as against the mandated 4%, indicating a shortfall in this segment.

Company conducted one Vendor Development Programme exclusively for SC/ST entrepreneurs, aimed at enhancing their participation in procurement processes and expanding the vendor base in this category.

FACT has onboarded on the following TReDs platform, in line with DPE Directions

Name of Treds Platform	Date of on-boarding
RXIL (Receivables Exchange of India Ltd)	15-02-2019
M1xchange (Mynd Solutions)	29-03-2025
Invoicemart (A. TReDS Ltd)	31-03-2025
C2FO (C2treds)	31-03-2026
DTX by KredX (Domestic Trade Exchange)	31-03-2026

Timely Payments to MSE Vendors

The Company monitors timely payments to MSE vendors — directly or through TReDS — within the timelines prescribed under the MSMED Act, 2006:

Sl No	Particulars	2025-26
i	Total Amount involved (Rs lakhs)	-
ii	Number of Invoices	-
iii	Number of suppliers involved in delays	-
iv	Total annual procurement value (Rs Cr)	346.36
v	Total number of invoices during the year	8665
vi	Total number of suppliers during the year engaged in annual procurement	1638

No delayed payments were recorded during the year, reflecting the Companys adherence to prescribed payment timelines for MSE vendors.

Procurement through GeM

Procurement through the Government e-Marketplace (GeM) platform amounted to Rs341.65 Crores, supporting enhanced transparency, efficiency, and digitization in the Companys procurement activities.

Directors and Key Managerial Personnel

Appointments

Based on notification from Government of India, Ministry of Chemicals & Fertilizers following appointments were made during the year 2025-26.

1. 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.

2. Shri. Anupam Misra (DIN: 07637439), Director (Marketing), FACT as an additional charge of Chairman and Managing Director, FACT vide order No 86/2/2017-HR-I(Part) (e-35984) dated 05th January 2026. He held office till 02nd February 2026

3. Shri. S. Sakthimani, (DIN: 07482308), Director (Finance), FACT as the Chairman and Managing Director, FACT vide letter No. 86/2/2017-HR-I (e-21608) dated 2nd February, 2026.

4. Shri. S. Sakthimani, (DIN: 07482308), Chairman and Managing Director as an additional charge of the post of Director (Finance) vide Order No 86/1/2016-HR-I(e-16515) dated 03rd February, 2026 and as an additional charge of the post of Director (Technical) vide Order No 86/1/2017-HR-I-Part (1) (E. 32029) dated 17th June, 2026

5. Shri. Niranjan Suryabhan Sonak (DIN: 10926090), Director (Marketing) Rashtriya Chemicals and Fertilizers Limited (RCF), as additional charge of the post of Director (Marketing) vide Order No. 86/1/2010-HR-I (e-14268) dated 06th July, 2026.

6. Shri. Sajo K.F (DIN: 11860946) Chief General Manager, FACT as the Director (Technical) FACT, vide Order No. 86/1/2017-HR-I (E.20259) dated 27th July, 2026.

7. Shri. Narpal Singh Rathore, (DIN: 11891786) as the Independent Director, vide Order no. 95/01/2025 (vii) -HR-PSU (e-38759) dated 14th August, 2026.

8. Shri. Ramawatar Rajgarhia (DIN: 00507738) as the Independent Director, vide Order no. 95/01/2025 (viii) -HR-PSU (e-38759) dated 14th August, 2026.

Re-appointment

Directors liable to retire by rotation

In terms of the provisions of the Companies Act, 2013, Shri. Manoj Sethi (DIN: 00301439) and Shri Santosh Kumar (DIN: 11228100), Directors of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment.

The necessary resolution for re-appointment of Shri. Manoj Sethi and Shri Santosh Kumar forms part of the Notice convening the ensuing AGM. The profile and particulars of experience, attributes and skills that qualify Shri. Manoj Sethi and Shri Santosh Kumar for Board membership is disclosed in the said Notice

Retirements & Resignations

During the year under review, the following changes occurred in the composition of the Board of Directors of the Company:

Shri S. C. Mudgerikar (DIN: 03498837), Chairman and Managing Director, ceased to be a Director of the Company on completion of his tenure on 31st December 2025.

Shri Billeswar Sinha (DIN: 09393543), Independent Director, tendered his resignation from the Board of Directors of the Company with effect from 31st March 2026, consequent to filing of nomination for Legislative assembly elections.

Dr. Aruna Kamineni (DIN: 09591742), Independent Director, completed her term of appointment on 04th May 2026.

Shri M. Chandran (DIN: 07817614), Independent Director, completed his tenure as a Director of the Company on 19th June 2026.

Dr. K. Jayachandran (DIN: 10062573), Director (Technical), completed his term of office on 31st May 2026.

Shri Anupam Misra (DIN: 07637439), Director (Marketing), was relieved from the services of the Company with effect from 30th June 2026, consequent to his appointment in another CPSE.

The Board of Directors places on record its sincere appreciation and gratitude for the invaluable guidance, leadership, support, and distinguished services rendered by the aforesaid Directors during their tenure on the Board. The Board gratefully acknowledges their significant contributions to the Companys growth, development, and governance, and extends its best wishes for their continued success in all their future endeavours.

Reappointment of Independent Directors

During the financial year 2025-26, no Independent Director was reappointed on the Board of the Company as per section 149 (10) of the Companies Act, 2013.

Disqualification of Directors

None of the Directors has incurred any disqualification 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. Sakthimani	07482308	Chairman & Managing Director holding Addl. Charge of Director (Finance)
2	Shri. Niranjan Suryabhan Sonak	10926090	Director (Marketing)
3	Shri Sajo K.F	11860946	Director (Technical)
4	Shri. Pradeep Kumar C	NA	Chief Financial Officer
5	Ms. Susan Abraham	NA	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 notification 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 30.03.2026, reviewed the performance of the Companys Independent Directors based on the approved criteria.

The Independent Directors in their meeting held on 30.03.2026, 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, 2015.

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 qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

Meetings of the Board

During the financial year 2025-26, five (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 2025-26. 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.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of Company have not reported any instances of fraud committed in the Company by Companys officers and employees which are required to be reported to the Audit Committee under section 143(12) of the Act.

AUDITORS

(1) Statutory Auditors - Statutory Auditors Report

M/s. G. Venugopal Kamath & Co., Chartered Accountants, Kochi, was appointed as Statutory Auditors of the Company for the financial year 2025-26 by the Comptroller and Auditor General of India.

M/s. Lily & Geetha Associates LLP, Chartered Accountants, Chennai, was appointed as Branch Auditors for the year 2025-26, for the Area / Regional Offices 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 2025-26 for the Area / Regional Offices 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 2025-26.

(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. BBS & ASSOCIATES, Cost Accountants, Kochi has been appointed as Cost Auditors of the Company for the year 2025-26. Cost Audit report for the financial year 2024-25 was filed with Ministry of Corporate Affairs on 03-10-2025.

(3) Secretarial Auditors - Secretarial Auditors Report

M/s. SVJS & Associates, Company Secretaries, Kochi, are the Secretarial Auditors of the Company appointed for a term of five consecutive years from 2025-26. The report of the Secretarial Auditors is annexed to this report as Annexure-3. The Secretarial Auditors have made the following observations in their Secretarial Audit Report.

As per sub-section (4) of section 149 of the Companies Act, 2013, every listed public company shall have at least one-third of the total number of Directors as independent Directors. During the period under review from 01/04/2025 to 04/05/2025 the Company did not have one-third of the Board as independent directors.

As per regulation 17(1)(b) of SEBI (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 period under review the composition of the Board did not meet this requirement.

As per the proviso to regulation 17 (1) (a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities are required to have at least one independent woman director. Company did not have an independent woman director up to 04/05/2025.

As per sub-section (2) of section 177 of the Companies Act, 2013, the Audit Committee shall consist of a minimum of three Directors with independent Directors forming a majority and as per regulation 18 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, at least two-thirds of the members of audit committee shall be independent directors. Further as per sub-section (1) of section 178 of the Companies Act, 2013, Nomination and Remuneration Committee shall consist of three or more non-executive Directors out of which not less than one-half shall be independent directors and as per regulation 19(1)(b) and (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all directors of the committee shall be non-executive directors and at least two-thirds of the directors shall be independent directors. Company did not have required number of independent directors to constitute a qualified and independent Audit Committee and Nomination and Remuneration committee from 01/04/2025 to 04/05/2025 and Nomination and Remuneration committee did not have required number of non-executive directors to constitute a qualified and independent Nomination and Remuneration committee upto 09/05/2025.

As per sub-rule (4) of rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, every individual whose name is so included in the independent directors data bank shall pass an online proficiency self-assessment test conducted by the institute within a period of two years from the date of inclusion of his/her name in the data bank. We are unable identify whether Mr. Billeswar Sinha (DIN: 09393543) has passed the online proficiency self-assessment test within the said period of two years.

The Companys response 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 Fertilizers, Ministry of Chemicals and Fertilizers, Government of India. The power to appoint Directors, including Independent Directors, vests with the Government of India. The Company does not have control over such appointments. During the period from 01.04.2025 to 04.05.2025, the required number of Independent Directors, including Independent Woman Director, could not be maintained. Subsequently, two Independent Directors, including one Woman Independent Director, were appointed to the Board with effect from 05.05.2025. The requisite Committees were thereafter reconstituted upon appointment of the Independent Directors.

With regard to the online proficiency self-assessment test of the Independent Director, the registration in the Independent Director database was maintained throughout his tenure as independent director of the company. Further, the concerned Independent Director ceased to be a Director of the Company before completion of his one-year tenure.

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

FACT, being a Central Public Sector Enterprise under the Ministry of Chemicals and Fertilizers, 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, 2013 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 details of transactions with related parties are provided in the financial statements. There are no transactions during the year to be reported in Form AOC-2.

Corporate Social Responsibility

FACT continues to give priority to various Corporate 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 Rs226.38 lakh for CSR Projects and Rs245.90 lakh has been set off against excess spent in previous year 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-4.

FACT Initiative for the farming community

During 2025–26, FACT carried out two Village Adoption Programs aimed at encouraging balanced use of nutrients, sustainable farming methods, and greater awareness among farmers.

1. Mathur Village, Palakkad District

At Mathur, multiple field demonstrations were held for paddy cultivation. Kisan Sangosthis (farmer meetings) were organized to spread awareness about the PM-PRANAM scheme, organic inputs, soil health practices, and balanced fertilizer use. These sessions were run jointly with the Agriculture Research Station, Pattambi, and the state Department of Agriculture. Farmers were also introduced to Nano Di-Ammonium Phosphate (Nano DAP) — its application method and advantages — with guidance from an IFFCO field officer.

2. Kothamangalam, Ernakulam District

This program was carried out together with the Department of Agriculture, the Agricultural Research and Management Programme Station (AMPRS), Odakkali, and the Kothamangalam Block Panchayat. Demonstrations covered pineapple and paddy crops. Alongside Kisan Sangoshthis and Nano DAP awareness sessions, scientists guided farmers on Integrated Nutrient Management (INM), stressing efficient, balanced nutrient use. A Field Day held at the demonstration plot taught farmers how to boost fertilizer-use efficiency and adopt better management practices.

Broader Outreach

Beyond these two village programs, FACT held numerous farmer meetings and awareness campaigns across its market areas in 2025–26. These covered drone use in agriculture, balanced fertilization, soil health, and other science-based farming practices to help improve crop yields and long-term sustainability.

Risk Management

FACT has a well-defined 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 confidential 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 https://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 affirms 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: 0

ii. Number of complaints disposed of during the year: 0

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 https://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 affirmed compliance of the code of Conduct for the financial year 2025-26.

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

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 notification 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 profile of the vigilance department comprises mainly of handling complaints received by CVO from different sources and investigation of verifiable 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 files, 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 profile of the vigilance department.

During the financial year 2025-2026, as per the directives of the Central Vigilance Commission (CVC), the week from October 27th to 2nd November 2025 was observed as Vigilance Awareness Week in FACT, with the theme - "Vigilance – Our shared Responsibility". The Vigilance Awareness Week celebration in FACT started by employees in all divisions taking the Integrity pledge. Banners carrying the theme were exhibited in various important locations. Also 437 FACT employees obtained 5 course completion certificates each on 33 subjects identified, in the iGOT training platform during this campaign period.

As part of the Dynamic digital presence initiatives suggested by CVC this year, FACT has successfully developed and implemented the Online Vigilance clearance portal this year during the campaign period.

Integrity Pact

An Integrity Pact in line with Government of India guidelines in this regard has been finalised 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 Officer, Assistant Public Information officer, Appellate Authority, Nodal officer etc. are published on the website of the Company https://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=3057

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, 2026, 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, 2026 and of profit and loss statement for the year ended March 31, 2026.

(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 Fertilizers, Honble Minister of State for Chemicals and Fertilizers, Honble Chief Minister, Government of Kerala, the Secretary, Ministry of Chemicals and Fertilizers and other officials of the Ministry of Chemicals and Fertilizers 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

(S. Sakthimani)

Chairman & Managing Director

DIN:07482308

Place: Udyogamandal

Date: 01-09-2026