Madras Fertilizers Ltd Directors Report

The Directors have the pleasure in presenting the Sixtieth Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2026.

The information furnished hereunder is in line with Section 134 of the Companies Act 2013 and applicable Provisions contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2026 is summarised below:

Cr

PARTICULARS	2025-26	2024-25
Revenue from Operations	2300.35	2541.08
Other Income	73.20	43.96
Total Revenue (1)	2373.55	2,585.04
Cost of Materials Consumed	1233.12	1387.64
Purchase of Stock in Trade	15.93	15.07
Change in Inventories	40.93	4.32
Operating & Maintenance Expenses	757.29	844.67
Employee Benefits Expense	111.25	127.23
Finance costs	58.85	62.37
Depreciation & Amortization Expense	13.54	11.63
Other Expenses	31.95	40.51
Total Expenses (2)	2,262.86	2,493.44
Profit Before Exceptional items and Tax	110.69	91.60
Less: Exceptional items	(8.38)	-
Profit/(Loss) Before Tax (3)	102.31	91.60
Tax Expense
Provision for Tax (current and earlier years tax)	20.12	22.09
Deferred Tax	1.77	5.26
Total Tax Expense (4)	21.89	27.35
Profit/(Loss) After Tax (3) - (4)	80.42	64.25
Other Comprehensive Income (5)	43.85	93.17
Total Comprehensive Income (4+5)	124.27	157.42
Earnings per equity shares:
\u2022 Basic	4.99	3.99
\u2022 Diluted	4.99	3.99

Your Company has delivered a strong financial performance during FY 2025-26, achieving a Net Profit of 80.42 Crores as against 64.25 Crores in FY 2024-25, representing an impressive growth of 25.17%. This noteworthy increase in profitability was achieved despite a decline in the Companys overall turnover by 240.73 Crores, from 2,541.08 Crores in FY 2024-25 to 2,300.35 Crores in FY 2025-26.

2. REVIVAL

The Company has submitted a Revival Proposal to Department of Fertilizers, Government of India, for its consideration.

3. DIVIDEND

The Company does not propose to declare any Dividend to shareholders during the FY 2025-26.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is available on the Companys website at https://madrasfert.co.in/wp-content/ uploads/2021/12/DIVIDEND-POLICYpdf

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Not applicable to the Company since, no dividend was declared due to accumulated loss.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to Reserve during the year.

6. SHARE CAPITAL

The Company has only Equity Shares. There is no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company. The Paid-up Equity Share Capital of the Company as on March 31, 2026 is 162.14 Crores.

7. PLANT PERFORMANCE

Product	Target MT		Actual MT		Achieved %
	2025-2026	2024-2025	2025-2026	2024-2025	2025-2026	2024-2025
Ammonia	307500	292000	299868	326260	97.5	111.7
Urea	486750	486750	490686	528400	100.8	108.6

• During the year 2025-2026, Plant has produced 4,90,686 MT of Urea and 2,99,868 MT of Ammonia.

• In 2025-2026, the lowest annual specific energy consumption for Ammonia and Urea was achieved at 9.188 GCal/MT and 6.813 GCal/MT, respectively.

• Ammonia and Urea plants achieved sustained operation at 97.5% and 100.8 % of design capacity during the reporting period.

• On August 04, 2025, Appreciation Award was presented by National Safety Council, Tamil Nadu for promoting Occupational Health, Safety and Environment for the year 2023.

• At the close of Mar 31, 2026, 115 days were completed without any lost time accident covering 0.22 Million Man- hours.

8. MARKETING PERFORMANCE

• DBT Bills to the tune of Rs 1961.85 Crs were generated during the year 2025-26.

• PoS Sale of (Point of Sale) NC Urea generated for the year 2025-26 is 5,01,592 MTs, which is an increase of 1.33% against the invoiced quantity and the closing PoS inventory as on 31.03.2026 is 24,472 MTs, which is only 4.94% of carry forward quantity.

• To promote the concept of Organic farming under Basket approach and GoIs visionary initiative PM-PRANAM (PM Program for Restoration, Awareness, Nourishment and Amelioration of Mother Earth), MFL on adding one more product Potassium Derived from Molasses (PDM) along with other Organic products viz., Organic Manure, City compost, Fermented Organic Manure (FOM) and Phosphate Rich Organic Manure (PROM) has sold an All-time high volume sale of 42,065 MTs against the

previous best of 28,971 MTs recorded during 2024-25. The objective is to create awareness on Reduction in excess use of chemical fertilizers & to increase on balanced fertilizers use.

• Marketing Department continues to the sale of Anhydrous Ammonia, the excess available after captive use by identifying potential vendors. The Quantity of Ammonia sold is 23,855 MTs which is an increase of 12.47% against the CPLY sale of 21,209 MTs.

9. FUTURE OUTLOOK

In line with the Government of Indias vision of Atmanirbhar Bharat and the national objective of achieving self-reliance in fertilizer production, there is a pressing need to strengthen domestic manufacturing capacity and reduce dependence on imported fertilizers. In this direction, Madras Fertilizers Limited (MFL) has initiated strategic measures for capacity expansion and long-term business sustainability.

The Company has drawn up a roadmap for the establishment of a New Greenfield Ammonia-Urea Complex with an annual production capacity of 1.32 Million Metric Tonnes Per Annum (MTPA) of Urea. The Pre-Feasibility Report (PFR) for the proposed project has been approved by the Board of Directors and submitted to Department of Fertilizers, Government of India. The Company is presently pursuing the approval of the Government of India for inclusion of the project under the National Investment Policy for Urea - 2026 (NIPU - 2026). The proposed expansion is expected to enhance MFLs production capacity, improve operational efficiency, strengthen long-term financial sustainability, and contribute significantly to Indias food and nutritional security.

MFL planned for construction of Corporate Building for Head Office/ Marketing Office/ Project Office.

Further, the Company is also evaluating opportunities to expand its presence in the fertilizer value chain through trading of fertilizers and allied agri-input products,

leveraging its established market presence and distribution

network. Such diversification initiatives are expected to strengthen the Companys financial position, improve profitability, and support sustainable long-term growth while complementing its core business operations.

10. MARKET DEVELOPMENT & AGRO-SERVICE PROGRAMS

MFL is consistently contributing in all areas of operation to improve the Agriculture production & to ensure food security in India by implementing various Central Govt schemes:

• Established/Refurbished 2300 numbers of Fertilizer retailers shops into PMKSK (Pradhan Mantri Kisan Samriddhi Kendra) - a model fertilizer One Stop Shop for all agriculture related inputs and services are being facilitated for participation of more number of farmers thru online virtual meeting organized by DoF to create awareness about farm related Govt. schemes and also disseminating new farm techniques viz., Drone usage, alternate to Chemical fertilizers, etc.,

• Per directions of Govt of India - Dept of Fertilizers, towards promoting the Objective of Reducing the use of Chemical Fertilizers & increase the usage of Organic Fertilizers, MFL organized 122 numbers of KISAN SANGOSHTHI under PM PRANAM (PM Programme for Restoration, Awareness, Nourishment and Amelioration of Mother Earth) across southern states during 2025-26 to create awareness on FOM & PROM products and emphasis the balanced fertilization & more usage of Organic products.

• Continuously conducting Method demonstrations, Exhibitions, Govt Contact Programs, Dealer Training Programs for all the Organic products like OM, City compost, FOM, PROM & PDM in coordination with State/Central Agricultural extension departments to promote the concept of Integrated Nutrition to Soil.

• Community Radio (CR) can play an effective role in valuable Information dissemination, Education and Communication (IEC) for generating awareness to farmers. MFL have structured and broadcast 174 programs during the year 2025-26 propagating the balanced use of fertilizers, organic farming and other agriculture topics in collaboration with Anna community Radio, Dept. of Media Sciences, Anna University,

Chennai in line with Government of India vision of achieving self-reliance in fertilizer sector in the country for sustainable agricultural growth and intends to create awareness about various programs and schemes viz. PM-PRANAM, balanced use of fertilizers and nutrient management.

• MFL is regularly updating the various Agro service programs coming under PM-PRANAM like Method demonstrations, Kisan Sangoshthi, Community Radio Programs in the Social Media platforms like Facebook, YouTube, X-handle, Linked-In, Instagram & WhatsApp so as to reach maximum farmers to know the benefits of Organic fertilizers and Balanced Use of Fertilizers.

• MFLs Marketing personnel have contacted 23167 numbers of farmers during the year and continuously imparted knowledge to farmers on use of eco-friendly products for Soil health, Soil fertility, Soil vitality and balanced fertilization (Integrated Nutrient Management). 3203 numbers of soil samples have been collected, got analyzed and communicated the micro & macro nutrient recommendations to the farmers.

11. DIRECT BENEFIT TRANSFER (DBT) IMPLEMENTATION

In compliance with PAN India implementation of Direct Benefit Transfer (DBT) in Fertilizer, in order to sustain sales thru PoS machines, MFL consistently organizing Dealers Training Programs for educating the Wholesalers/Retailers and farmers on the importance of PoS sales.

12. VIGILANCE

Vigilance Department is headed by Chief Vigilance Officer (CVO) and assisted with officials.

Regular preventive vigilance activities such as Scrutinising of Tender Files, Surprise checks, Vigilance clearance for administrative decisions, Periodic Vigilance Reports like preparation of Agreed List of Officers, List of Officers of Doubtful Integrity are submitted to Department of Fertilizers regularly. The working of vigilance wing of MFL is based on a proactive, participative and focused approach.

As part of Preventive Vigilance, efforts are made to keep a watch on the various activities through regular inspections and surprise checks. Systemic improvements and corrective actions are suggested wherever necessary. Vigilance

Department has focused on spreading awareness on rules/ regulations and procedures. Efforts are made to ensure speedy redressal of the complaints. Transparency in existing system of dealing with the Dealers / Vendors has been enhanced by adopting e-procurement and e-payment. Vigilance Department has also guided the organization in an era of e-clearances for issuing NOC for various purposes to the employees superannuating and visiting abroad.

MFL observed Vigilance Awareness Week 2025 (VAW-2025) Vigilance: Our Shared Responsibility from October 27, 2025 to November 02, 2025.

Banners & Display Posters pertaining to Vigilance Awareness were displayed at various vantage points in the Company premises and all the Regional Offices situated all over South India highlighting the theme of Vigilance Awareness Week. Display Posters carrying vigilance slogans and awareness messages were prominently displayed throughout the MFL premises.

On October 27, 2025, Integrity Pledge was administered to the employees by CVO at the Companys Administrative Building and the other employees from Plant and Regional offices took pledge at their respective work spots. A link was provided in the Companys web site, to facilitate Citizens and Corporates to access the CVC website for taking e-Pledge.

In MFLs Website, Vigilance Awareness Theme pop-up message has been displayed during campaign period. Also, VAW Theme along with activities conducted during campaign period was displayed in the Administration Hall Display TV. To creatively spread the message of Vigilance, a specially designed Jingle Video Display was produced and showcased at the Display TV at Administrative Building Reception area. This engaging audio-visual presentation captured the attention of visitors and employees alike, reinforcing the values of honesty and accountability in a memorable format.

As a part of VAW-2025 three months Campaign, MFL Officials have participated in a Capacity Building and Training Program organised by M/s Indian Bank on 22/08/2025 & 23/08/2025 at Chennai. Further MFL Officials also participated in the training workshop conducted by M/s Rashtriya Chemicals and Fertilizers Limited through online mode on 09/10/2025 & 10/10/2025 with respect to Vigilance Investigation & Report and CTE Type Inspections.

Dealers Meet was organised to sensitize the dealers by M&D Group on 23/10/2025 at Hotel Shenbaga, Puducherry

and around 70 Dealers from the district of Puducherry, Union territory and Villupuram have participated in the Meet.

Extending the awareness campaign beyond the workplace, Competitions viz., Essay writing in Tamil & English and Oratorical (Tamil) were conducted for Students at the nearby Government High School located at Old Nappalayam, Chennai on 24/10/2025 and around 40 Students have enthusiastically participated and expressed their thoughts on integrity and vigilance.

On 28/10/2025, Plant Group has conducted a Vendor Awareness Programme in the presence of DGM- Maintenance and DGM-MM & Tech. Services at MFL Technical Services Conference Hall for the Contractors and explained about the importance of Vigilance awareness and Booklets pertaining to Vigilance awareness were issued to contractors/participants.

Within MFL, Essay Writing Competitions were conducted for Employees, Contract Workmen at Training Centre on 30/10/2025. This activity provided a platform for participants to articulate their understanding of Vigilance and its relevance in professional and personal life. The diverse perspectives shared through these essays enriched the overall campaign and encouraged deeper reflection among the workforce.

As a part of Observance of VAW-2025, M&D Group have organised and conducted the Grama Sabha on 30/10/2025 at Golden Kalyana Mandapam, Kothampadi Village, Salem District. In this connection a Walkathon, Quiz, Drawing and Elocution were conducted for Government School students and around 65 students participated in these competitions. Also Rangoli Competition was conducted for 30 Self Help Group Women (SHGW) and students. Simultaneously, a Veterinary Animal Health Camp was conducted at Pudhu Kothampadi Village with the support of the Department of Animal Husbandry. Further, the conduction of Grama Sabha event was published in the local vernacular language newspaper.

An In-house journal Harvest has been published by M&D Group during the Month of November 2025 covering VAW 2025 activities undertaken at all Regional Offices.

In the concluding session of the Vigilance Awareness Week, Prizes were distributed to the Competition Winners of Government High School Students by MFL Officials on 21/11/2025 and to Employees & Contract Workmen by CMD in the presence of CVO at Head Office Chennai on 27/11/2025.

13. INTEGRITY PACT

Upon completion of three years tenure of two lEMs, viz. Shri Aditya Kumar Mittal, IRSE (Retd.) [IEM1] and Shri Ashwani Kumar Mehta, IRS (Retd.) [IEM2] on 22.12.2024 and 22.07.2025 respectively, CVC have nominated two IEM viz. Shri B Ravichandran, IRS (Retd.) and Shri M. J Joseph, ICAS (Retd.) in their places. Subsequently, MFL has appointed Shri B Ravichandran [IEM1] and Shri M J Joseph [IEM2] with effect from 17.06.2025 and 23.07.2025 respectively for a period of three years. During 2025-26, Quarterly Review Meetings were held with IEMs, viz. Shri Ashwani Kumar Mehta, Shri B Ravichandran, and Shri M. J Joseph through Video Conference / in person.

14. HUMAN RELATIONS AND INDUSTRIAL RELATIONS

• MANPOWER

The total manpower strength of MFL as on 31.03.2026 is 350 against 402 as on 31.03.2025.

• TRAINING

228 employees and 33 contract workers have been trained during the year 2025-26 on Technical and Soft Skills.

• INDUSTRIAL RELATIONS

During the year under review, industrial relations at all Companys units have have continued to remain cordial and peaceful.

• SC / ST EMPLOYEES WELFARE ACTIVITIES

> The Presidential Directives and various guidelines issued by the Government of India from time to time relating to the SC / ST employees are being scrupulously followed.

> Rs.50,000/- each to the two SC/ST Employees Welfare Associations viz. Madras Fertilizers SC/ ST Employees Welfare Association and Madras Fertilizers Dr Ambedkar SC/ST Employees Welfare Association, was paid for celebrating Dr. Ambedkar Jayanthi on Apr 14, 2025 .

> To handle the grievance of SC / ST employees, the following are in existence

• SC / ST Cell

• Internal Grievance Committee (IGC) for SC and ST separately

> A Liaison Officer for SC / ST employees

• OBC EMPLOYEES WELFARE ACTIVITIES

> Rs. 50,000/- was granted for celebrating the birthday of Thanthai Periyar E. V. Ramasamy for the year 2025.

> To address the grievances of OBC employees, the following mechanisms are in place:

• OBC Cell

• Internal Grievance Committee (IGC) for OBC employees

• Liaison Officer for OBC employees

• OFFICIAL LANGUAGE IMPLEMENTATION

The target fixed by Department of Official Language for letter correspondence in Hindi and other implementation programs are being taken care of. Hindi Fortnight was celebrated at Head Office and Regional Offices. Various competitions were organized through online and prizes were distributed.

• INVESTOR RELATIONS CELL (IRC)

IRC is functioning in the Company under the Company Secretary to create awareness of the Companys strength and ensuring timely communication to shareholders.

15. STATUTORY INFORMATION

a. Annual Evaluation of Board

MFL being a Government Company, all appointments in the Board are 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 5th June 2015, clause (e) and (p) of sub-section 3 of Section 134 of Companies Act 2013 relating to appointment, remuneration and Annual evaluation of Board on its performance are not applicable to MFL. However, the Company is evaluating the performance of its Directors as per the guidelines issued by SEBI.

b. Meeting of the Board

During the year 2025-26, 5 meetings of the Board of Directors were convened and held. The details of the meetings of the Board of Directors are given in the report on Corporate Governance, which is part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013.

• PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 (12) of the Companies Act 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is stated that no employee of your Company was in receipt of remuneration in excess of the amount mentioned in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details of ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chairman and Managing Director, Chief Financial Officer and Company Secretary in the financial year as required to be disclosed in pursuant to Rule 5 (1) is provided in Annexure A.

• DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Changes in Directors

• The Government of India, vide Order No. 95/01/2025-HR- PSU (e-38759) dated April 17, 2025, appointed Shri Alok Kumar Agrawal (DIN: 09395495) as a Non-Official Independent Director on the Board of the Company for a period of one year with effect from April 17, 2025. Subsequently, his appointment as Non-Official Independent Director was regularized by the shareholders at the 59th Annual General Meeting held on September 24, 2025. Upon completion of his tenure of one year, Shri Alok Kumar Agrawal ceased to hold office as Non-Official Independent Director of the Company with effect from the close of business hours on April 16, 2026.

• The Government of India, vide Order No. 95/01/2025-HR- PSU (e-38759) dated April 17, 2025, appointed Shri Sanjay Vishnu Shetye (DIN: 01089380) as a NonOfficial Independent Director on the Board of the Company for a period of one year with effect from April 17, 2025. Subsequently, his appointment as Non-Official Independent Director was regularized by the shareholders at the 59th Annual General Meeting held on September 24, 2025. Upon completion of his tenure of one year, Shri Sanjay Vishnu Shetye ceased to hold office as NonOfficial Independent Director of the Company with effect from the close of business hours on April 16, 2026.

• The Government of India, vide Order No. 95/1/2019-

HR PSU dated April 4, 2024, appointed Smt. Tina Soni (DIN: 07720240) as Government Nominee Director on the Board with effect from April 4, 2024. Subsequently, her appointment as Nominee Director was regularized by the shareholders at the 58th Annual General Meeting held on September 26, 2024. Her tenure as Government Nominee Director concluded on July 24, 2025.

• The Government of India, vide Order No. 95/1/2019-HR- PSU (Part 2) (e-31042) dated July 17, 2025, appointed Shri Amar Kushawha (DIN: 11211580) as a Government Nominee Director on the Board of the Company for a period of three years with immediate effect, or on a co-terminus basis with his posting in the Department of Fertilizers, or until further orders, whichever is earlier. He assumed office as Government Nominee Director with effect from July 24, 2025. Subsequently, his appointment as Government Nominee Director was regularized by the shareholders at the 59th Annual General Meeting held on September 24, 2025.

b. Retirement by Rotations

Shri. Babak Bagherpour (DIN: 08341090), Shri. Mohammad Bagher Dakhili (DIN: 07704367) and Smt. Samieh Kokabi (DIN: 09066692) who are retiring Directors (Nominee of NICO) in the ensuing 60th Annual General Meeting, offer themselves to get re-appointed in pursuance of Section 152 of the companies Act, 2013 and pursuant to Regulation 17(1 D) of SEBI (LODR), Regulations 2015.

c. Declaration by the Independent Directors

All the Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

d. Boards opinion on the integrity, expertise and experience (Including the proficiency) of the Independent directors appointed during the year.

Being a Central Public Sector Undertaking, all the appointments of Independent Directors are being made by the Department of Fertilizers, Government of India having integrity, necessary experience and expertise.

16. CREDIT RATINGS

During the year under review, the credit ratings have reaffirmed as CARE BB+; Stable for long term borrowing and CARE A4+ for short term borrowings.

17. DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards (Ind AS) had been followed along with proper explanation relating to material departures.

2. 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 at the end of the financial year and of the profit and loss of the company for that year;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosure under section 134 (3) (ca) of the Companies Act 2013

Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government

Nil

18. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at the work place and has been following the provisions of the Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Internal Complaints Committee (ICC) is in place at MFL to redress the complaints received regarding sexual harassment. All women associates (permanent, temporary, contractual and trainees) as well as any woman visiting the Companys premises are covered under this provision.

Summary of sexual harassment issues raised, attended and disposed of during the financial year 2025-26

No. of complaints received	NIL
No. of complaints disposed of	NIL
No. of cases pending for more than 90 days	NIL

19. THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required in pursuant to provisions of Section 134 of Companies Act 2013 are given in the Annexure - I forming part of this report.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Managements Discussion and Analysis is set out in this Annual Report as Annexure - II.

22. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Board lays emphasis on transparency and accountability for the benefit of all stakeholders of the Company. The Report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been enclosed as Annexure - III.

23. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with the Listing Regulations, the BRSR describes the performance of the Company on environmental, social and governance aspects. The disclosures on key performance indicators (KPIs) of BRSR Core and Independent Assurance Report on the identified sustainability information are enclosed as Annexure - IV forming part of the report.

24. CODE OF CONDUCT

Declaration affirming compliance with the code of conduct pursuant to the provisions of Regulation 17(5) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as Annexure - V forming part of this report.

25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSLOVENCY AND BANKRUPTCY CODE, 2016 DURING THE ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

NIL

26. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR THE FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not applicable

27. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration to the Board that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Listing Regulations so as to qualify as an Independent Director of the Company.

28. ANNUAL RETURN

As provided under Section 92 (3) of the Act, the form MGT- 7 Annual Return is available in our companys weblink http://madrasfert.co.in/wp-content/uploads/2026/08/Draft- MGT-7-2025-2026.pdf in compliance with Rule 12(1) of the Companies (Management and Administration) Rules, 2014.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

30. STATUTORY AUDITORS

The Comptroller & Auditor General of India appointed M/s. Sundar Srini & Sridhar Associates, the Statutory Auditors of the Company for the year 2025-26. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

31. COST AUDITOR

The Board has appointed M/s. Aruna Prasad & Co., Cost Accountant, has been re-appointed as Cost Auditor of the Company for the year 2026 - 27 for conducting the audit of cost records of various products of the Company, for the financial year 2026-27. In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

32. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

M/s SVJS & Associates, Practising Company Secretaries, was appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 59th AgM held on September 24, 2025 . The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed and marked as Annexure - VI to this Report.

The Secretarial Auditors Report contains few qualifications and reservations. The management has provided their responses and explanations to those qualifications and reservations, which have been annexed as Annexure VI-A.

M/s SVJS & Associates has confirmed that they are not disqualified from continuing as the Secretarial Auditor of the Company

33. COMMITTEES

The details pertaining to the composition of (i) Audit Committee, (ii) Nomination & Remuneration Committee, (iii) Stakeholders Relationship Committee, (iv) Risk Management committee are included in the Corporate Governance Report, which is a part of this report.

34. PUBLIC DEPOSIT

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

35. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided are proposed to be utilized by the recipient are disclosed in the Standalone Financial Statement.

36. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

The transactions entered 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 - VII of the report. As none of the transaction is material in nature, hence no resolution is placed before the shareholder for their approval.

The Companys Policy on Related Party Transactions is available on the Companys weblink: https://madrasfert.co.in/ wp-content/uploads/2022/09/Related-Party-Transaction- Policy.pdf

37. MAINTENANCE OF COST RECORDS AND ACCOUNTS

The Company, in terms of the provisions of Section 148 (1) of the Companies Act, 2013, is required to maintain cost records. Accordingly, the Company had maintained Cost Accounts and Records for the year ended March 31, 2026.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of Companies Act, 2013, the CSR Committee of the Board shall consist of 3 or more directors

out of which one director shall be an Independent Director. The Company is having 3 directors as members of CSR Committee and the Chairman of the Committee is an Independent Director.

The Company has carried out the CSR activities during the financial year 2025-26. The details of CSR activities carried out by the Company are contained in the Annual Report and is enclosed as Annexure - VIII, which forms part of this report.

39. LIQUIDITY

The Company has adequate cash and cash equivalents in its books as at March 31, 2026 to effectively take care of all current liabilities.

40. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there is no change in the nature of the business of your Company - manufacturing of coated Urea, Ammonia.

41. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of financial year March 31, 2026 and the date of this report.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

There were no significant and material orders that have been passed by any Court or Judicial Authority against the company during the Financial Year 2025-26 impacting the going concern status and Companys operations in future.

42. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit comm. ttee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-2026.

43. AUDITORS REPORT

The Statutory Auditors Report for the period under review does not contain any qualifications, reservations, adverse remarks, or disclaimers. Furthermore, no frauds have been reported by the auditors under Section 143(12) of the Companies Act, 2013, other than those reportable to the Central Government.

44. RISK MANAGEMENT

The Company has formulated a comprehensive Risk Management Policy and implemented the same effectively for identification, assessment, monitoring and mitigation of various risks associated with its operations and business activities. The risks which in the opinion of the Board, may pose a threat to the existence or growth of the Company if any, are dealt with in detail in the Management Discussion and Analysis Report forming part of this Annual Report.

The Company has also established and implemented various policies, procedures and control mechanisms to minimize risks and ensure achievement of organizational objectives. Some of the key initiatives undertaken in this regard are as follows:

• Timely convening and periodic review meetings of the Risk Management Committee for evaluation and monitoring of key business risks.

• Periodic assessment and review of the Business Continuity Plan by the Head of Departments, based on operational requirements and emerging business challenges.

• Strengthening and adherence to sound Corporate Governance practices to ensure transparency, accountability and effective risk oversight.

45. CERTIFICATION

As required by Regulation 17(8) of the SEBI Regulation, a Certificate on the Financial Statements and Cash Flow Statement of the Company for the year ended March 31, 2025 duly signed by the Chairman & Managing Director and CFO was submitted to the Board of Directors at their 343rd meeting held on 12th May 2026 is enclosed as Annexure - IX forming part of this report.

46. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE PURSUANT TO CLAUSE 10 OF PART C OF SCHEDULE V OF SEBI (LODR) REGULATIONS, 2015.

The Certificate dated 10.08.2026 received from Mr. Subramanian Chandrasekar, Practicing Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such Statutory Authority is enclosed as Annexure X.

47. VIGIL MECHANISM

MFL is having vigil mechanism for directors and employees to report their concerns. The Directors and employees can approach Chairman Audit Committee of the Board directly and report their concern in appropriate case. The vigil mechanism and whistle blower policy is published in the website of the Company: https://madrasfert.co.in/wp- content/uploads/2022/09/Whistle-Blower-Policy.pdf

48. PREVENTION OF INSIDER TRADING

No instances of insider trading have been reported on MFL shares till date. None of the directors and key managerial personnel is holding any shares in MFL.A code of conduct of prevention of insider trading and code for corporate disclosure is published in the website of the Company, the weblink: https://madrasfert.co.in/wp-content/ uploads/2025/05/Trading-Window-Policy.pdf

In compliance with SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Insider and the same is being strictly adhered to by the designated persons (DP) while dealing in Companys securities in excess of the threshold limit as defined under this code. The company also has in place a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI).

The Company follows closure of trading window from the end of every quarter till 48 hours the UPSI made public. The Company has been advising the DPs covered by the Code not to trade in companys securities during the closure of trading window period. The Company has set up a mechanism for tracking of the dealings of equity shares of

the company by DPs and their immediate relatives having access to unpublished price sensitive information.

In addition, the Company is also closing the trading window for considering the UPSI at the Board meeting and advising the DPS connected with such UPSI. Further, In line with SEBI Circular, the Demat Account of the DPs is getting frozen at end of every quarter until the financial results are disclosed.

The Audit Committee also reviewed the Institutional Mechanism for Prevention of Insider trading and the system for internal control as per Regulation 9A if the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Company has installed necessary software for maintaining a structured Digital Data Base as per the circulars issued by the SEBI. The Company regularly shares the importance of recording of UPSI to the DPs concerned. All DPs have been requested to share emails or any communication containing UPSI with others only for legitimate purposes.

49. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Managements Discussions and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable

assumptions, the actual results might differ.

50. ACKNOWLEDGEMENT

TThe Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, during the year under review.

It is most appropriate to mention that the Directors convey their gratitude to the Department of Fertilizers for settlement of subsidy bills on priority basis and to the dealers and farmers for their sustained support to MFLs products.

By order of the Board For Madras Fertilizers Limited

Chennai	Sd/- Manoj Kumar Jain
Date: August 11, 2026	Chairman & Managing Director
	(DIN:10690782)