Madras Fertilizers Ltd Directors Report

The Shareholders Madras Fertilizers Limited

Your Directors have pleasure in presenting herewith the 58^th Annual Report together with the Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss for the year 2023-24.

SUMMARY OF FINANCIAL RESULTS

Particulars	2023-24	2022-23
Turnover	2228.42	3447.09
Profit Before Interest, Depreciation, Exceptional items and Tax	144.36	336.44
Less: Interest	72.21	78.19
Less: Depreciation	10.29	9.59
Less: Exceptional items	49.99	Nil
Profit / (Loss) Before Tax	11.87	248.66
Provision for Tax	6.31	63.33
Profit / (Loss) After Tax	5.56	185.33
Other Comprehensive Income	91.79	33.00
Cash Profit / (Loss)	22.16	258.25

The overall sales of the Company are decreased by 1218.67 Cr around 35% (FY 2023-24 2228.42 Cr as against the FY 2022-233447.09 Cr) mainly due to lower production during May and June 2023 on account of Water shortage, Urea Reactor Liner leakage and food during December 2023 due to Michang Cyclone and corresponding lower sales. The Company has made profit after tax of 5.56 Cr as compared to Rs. 185.33 Cr on account of lower production and sales and stock loss of Rs. 56.31 Cr due to food during December 2023.

REVIVAL

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

DIVIDEND

The Company does not propose to declare any Dividend to shareholders during the fiscal 2023 on account of accumulated losses as on 31.03.2024.

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_www.madrasfert.co.in.

TRANSFER TO RESERVES

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

SHARE CAPITAL

The is no change in the paid-up share capital of the Company. The Paid-up Equity Share Capital of the Company as on March 31,2024 is 162.14 Crores.

PLANT PERFORMANCE

• Plant has produced 432500 MT of Neem Coated Urea with a capacity Utilisation of 88.9% and with a Specific Energy Consumption of 7.612 Gcal/MT.

• Monthly Urea specific energy consumption of 6.651 Gcal/MT in January 2024 is the ever best month energy since inception. (Previous best was 6.839 Gcal/MT in Dec 2021).

• Utility Boiler #2 Burner Gas conversion completed and commissioned with RLNG as fuel on Oct 23, 2023.

• Sale of Anhydrous Ammonia was commenced and sold 544.6 MT to vendors thru Road Tankers.

• Urea production was affected due to the following reasons:

i. Inadequate supply of Sewage water & Raw water by M/s CMWSSB between May 05, 2023 and May 26, 2023.

ii. Low load operation of Urea plant due to shut down of Urea Reactor B from May 28, 2023 till Jun 30, 2023 because of liner leak.

iii. Shut down of plants for Annual Turn Around activities & Statutory Inspection of Boilers between July 01, 2023 & Aug 10, 2023. During Annual Turn around the Reactor liner replacement job was taken up and completed.

iv. Shut down of Ammonia and Urea plants between Dec 04 and Dec 20, 2023 consequent to the Michaung Cyclone & severe flooding in Chennai, MFL plants. Urea production was resumed on Dec 21,2023, after rectification of equipment damages caused by the cyclone and flooding.

v. Low load operation of Urea plant @ 60% between 22.03.24 & 28.03.24 due to shut down of 110 ata boiler because of steam header leak and to replace the leaky portion.

• At the close of March 31, 2024, 30 days were completed without any lost time accident covering 0.06 Million Man- hours.

MARKETING PERFORMANCE

Fertilizer Sales

• Sold 4,27,836 MTs of NC Urea, which is 100% of the dispatched quantity by leaving -NIL- inventory at Field warehouses.

• Point of sale (PoS) sale of NC Urea for the year is 4,24,096 MTs against a dispatch of 4,27,952 MTs which mean 99.09% of the product consumed during the year itself.

• Our Market share of NC Urea is 21.28%, which is the 2^nd highest supply in the state of Tamilnadu and it is 6.57 % in MFLs marketing territory of South India. (Total consumption 2023-24: 65,13,220 MTs and CPLY: 65,91,866 MTs).

• 96% of the products delivered to dealers directly from Railhead without moving to Warehouse.

• 26.26% of products directly delivered to dealers on Ex-Railhead basis resulted a saving of Rs 3.68 Crs in transportation cost.

• 60,497 MTs of products delivered thru PGP by allowing Transport Rebate of Rs 4.38 Crs, when compared to latest escalated RTC rate of Rs 5.05 Crs, results in saving of Rs 67.15 Lakhs (15%) in Transportation cost.

• The Closing PoS inventory of V.NC Urea as on 31.03.2024 is 30,078 MTs which is only 7.03 % of Invoiced quantity.

Bio Pesticides & Organic Manures Sales :

• Sold 114.5 KL of Vijay Neem which is the 2^nd best in last 10 years.

• Achieved an all-time high volume sale of 22,047 MTs of combined Organic products, which is 26.22 % higher than the previous best of 17,466 MTs during 2021-22.

• Sold 10,740 MTs of Vijay Organic which is the highest since introduction.

• In addition to Organic Manure, Under "Swachh Bharat Mission", MFL continues to Market City Compost, a product from Municipality/Factory waste and sold 11307 MTs which is 2nd best since introduction (12041 MTs during 2019-20).

MARKET DEVELOPMENT & AGRO-SERVICE

PROGRAMMES:

MFLs Marketing personnel have contacted 23926 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). Method demonstrations and Farmer Seminars were organized in coordination with State/Central Agricultural extension departments.

Under Corporate Social Responsibility towards farming community, during the year 2023-24, Marketing personnel collected 3748 numbers of soil samples, got analyzed and communicated to the farmers about the micro & macro nutrient recommendations of various crops.

In Pursuance to the Prime Ministers Mission on empowering the Farmers, DoF initiated to convert the existing village/ Block/ Taluk/ Sub-dist/ District level Fertilizers Retail Shops into Pradhan Mantri Kisan Samruddhi Kendras (PMKSKs) a One Stop Shop" wherein all Agricultural Inputs like Quality Fertilizers, Seeds & Pesticides are made available & Services like Soil/Water/ Fertilizers testing, Custom hiring of Large farm equipment, Creating awareness on various Govt. schemes, Educating the farmers on improved farm technologies, weather updates, Crop Insurance etc., are rendered to farming community.

In line with DOFs initiative, MFL converted 2122 numbers of Retail Shops into "PMKSK" at Taluk & Block level during Apr-Aug2023. In addition, all the Wholesale/Retail shops allocated to MFL at village/ Block/ Taluk/ Sub-dist/ Dist level are being promoted as PMKSKs for the service of farmers.

DBT Implementation (Direct Benefit Transfer)

• In compliance with PAN India implementation of DBT Fertilizer, in order to sustain sales thru PoS machines, MFL is continuously educating the Wholesalers/Retailers and farmers on the importance of PoS sales.

• All the bills were generated in-time for immediate realization of subsidy amount. The subsidy bills generated during the year is Rs 2026.93 Crs

VIGILANCE

Vigilance Department is headed by Chief Vigilance Officer (CVO). The CVO is assisted by a team of Officers drawn from various functional departments and placed in Corporate Office at Chennai.

Regular preventive vigilance activities such as Scrutinise, 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. Tender documents have been made more objective. Transparency in existing system of dealing with the Dealers/ Vendors has been enhanced by adopting e-procurement and e-payment. Vigilance Department has also shepherded the organization in an era of e-clearances for issuing NOC for various purposes to the employees superannuating and visits abroad.

MFL observed Vigilance Awareness Week 2023 (VAW - 2023) "Say no to Corruption; commit to the Nation" from October 30, 2023 to November 05, 2023.

Banners and Posters related 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. Scrolling Message of VAW 2023 Theme was displayed in MFLs Website. A link for taking e-integrity pledge on CVC website was provided on MFL website for all the stakeholders.

On Oct 30, 2023, Integrity Pledge was administered to all the employees at 11:00 hours 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 also provided in the Companys web site, to facilitate Citizens and Corporates to access the CVC website for taking e-Pledge.

On 19/10/2023, Workshop on "Ethics & Governance" was conducted by Shri Dr. K D Balaji, Assistant Professor, SRM Institute of Science and Technology at MFLTraining Centre in the forenoon session as part of VAW 2023 activities. Around 50 employees, trainees etc., have actively participated in the workshop.

On 01/11/2023, Workshop on Cyber Hygiene and Security" has been conducted by Shri M Jayakumar, Sr. Manager- IT, Chennai Petroleum Corporation Limited (CPCL) at MFL Training Centre in the forenoon session as part of VAW 2023 activities. Around 40 employees, trainees etc., have actively participated.

To commemorate the Vigilance Awareness Week 2023, an outreach campaign to reach every employee of the Organisation in the form of a Badges and key-chains embossed with VigilanceAwareness Theme were distributed. VAW 2023 Theme was printed in Employees Payslip for the Month of October 2023.

Essay Writing Competitions in Tamil, Hindi & English and Quiz competitions were held for the Employees at MFL Training Centre. Similarly, Essay Writing and Quiz Competitions were conducted at various Schools and Colleges located at Regional Offices. Also, Essay Writing and Drawing Competitions were conducted at nearby Schools at MFL Head Office.

Dealers Meet: Shri Mallika Arjun V Silli, DM, Chittoor organised the Dealers Meet at S S Paradise Hotel, Anantapur on 31/10/2023. Smt U Umamaheswaramma, JDA / DAO, Anantapuram, Shri S Siva Gangadhar Reddy, Inspector of

Police, Anti-Corruption Bureau, Anantapuram, Shri M Ravi, ADA, Anantapuram and Shri J Vasu Prakash, AO, Vigilance & Enforcement Dept, Shri R Bala Naik, AO Technical, JDA Office, Anantapur Shri B Sankarlal Naik, AO, DRC/FTC, Anantapur, Smt S Geetha, DM, AP Markfed, Shri Sathya Sai Dist. and Smt P M Penneswari, DM AP Markfed, Anantapur Dist. participated in the program. JDA, Anantapur explained in detail about FCO 1985 and also to sell all the fertilizers in MRP only and to maintain all the records and stock registers as advised by Agricultural Department. Inspector of Police advised that we should collectively participate in the prevention of corruption and to create public awareness on causes / threat caused by corruption. AO, Vigilance said that VAW is celebrated every year to create an alert among general public and business people. He also explained that we should be always alert while doing business and to maintain documents / registers in perfect manner.

Grama Sabha: Shri N Purushothama Reddy, DM, Bellary organised the Awareness Gram Sabhas program at Grama Panchayat Office, Dammur on 04/11/2023 in which around 150 numbers participated in the program. Shri G Ainatha Reddy, Vice President of Karnataka Agri Inputs Marketer Association, Sri Sangamesh, Police Inspector, Karnataka Lokayukta, Smt Laxmi Manjunath, President, Grama Panchayat, Shri K Mallikarjuna, JDA, Bellary, Sri Gopala Rao, Vice President, Grama Panchayat, Shri Sugreevappa, President, VSSN, Dammuru, All Members and Office Staff of Grama Panchayat, Shri D S Desh Pande, Regional Manager, MFL, Bellary and all the field staff of RO Bellary participated in the program. Shri Ainathareddy, Chief Guest requested the audience to help in curtailing corruption in all Government and Private bodies. Shri Sangamesh, Police Inspector, gave guest lecture on Vigilance Awareness and advised all to be vigilant and to help in eradicating the corruption practices. He administered an oath on Vigilance Awareness to all the participants. Shri N Mallikarjun, PDO, Grama Panchayat informed that Dammuru Gram Panchayat has won GANDHI GRAM PURASKAR award at State level and appreciated MFL for selecting the same and organizing the program.

Also, a Rangoli competition was organized by Regional Office Bellary at Grama Panchayat Office, Dammur in which around 25 numbers participated in the program on 04/11/2023. Further, a procession by school students and teachers by displaying messages / placards on anticorruption was also organized by Regional Office Bellary at Grama Panchayat Office, Dammur on 04/11/2023.

An In-house journal "Harvest" has been published by M&D department during the Month of November 2023 covering VAW 2023 activities undertaken at all Regional Offices.

Integrity Pact:

Presently, Shri Aditya Kumar Mittal, IRSE (Retd) and Shri Ashwani Kumar Mehta, IRS (Retd.) are the IEMs. Half Yearly Structured Meeting and Quarterly Review Meetings with Independent External Monitors (IEMs) was held thru Video Conference.

HUMAN RELATIONS AND INDUSTRIAL RELATIONS MANPOWER

The total strength of MFL as on 31.03.2024 is 435 against 469 as on 31.03.2023.

TRAINING

434 employee and 81 contract workers have been trained during the year 2023-24 on Technical and Life Skills.

INDUSTRIAL RELATIONS

During the year, overall Industrial Relation situation in the Company has been normal and cordial.

SC / ST EMPLOYEES WELFARE ACTIVITIES

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

• 50,000 /- each was granted to MF SC/ ST Employees Welfare Association and MF Dr.Ambedkar Employees Welfare Association for celebrating Dr.Ambedkar Jayanthi.

• 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

• 50,000/- was granted for celebrating Birthday of Thanthai Periyar E V Ramasamy..

• To handle the grievance of OBC employees, the following are in existence

• OBC Cell

• Internal Grievance Committee (IGC) for OBC employees

• A Liaison Officer for OBC employees

OFFICIAL LANUAGE 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.

STATUTORY INFORMATION

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 are 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.

Meeting of the Board

During the year 2023-24,5 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, Chief Executive Officer, 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

1. TheGovernmentof IndiaasperGovernment Order notification No.84/3/2017-HR-I (e-21879) dated June 5, 2024 has appointed Shri Manoj Kumar Jain (DIN 10690782) as Chairman & Managing Director for a period of five years with effect from the date of Assumption (07.06.2024) of charge of the Post or until further orders, whichever is earlier. The Board has recommended the Members to appoint him as the Chairman & Managing Director additional charge of the Company in the 58th Annual General Meeting of the Company.

2. Dr Tina Soni (DIN 07720240), who was appointed as a Director in the Board of Madras Fertilizers Limited as per Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India notification F.No.95/1/2019-HR-PSU with effect from April 4, 2024, until further orders. The Board has recommended the Members to appoint her as the Director of the Company in the 58th Annual General Meeting of the Company.

Directors Responsibility Statement

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

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards (Ind AS) 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 at the end of the financial year and of the profit and loss of the company for that year;

c. 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;

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

e. 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

f. 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.

Prevention of Sexual Harassment

Disclosures in relation to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance report.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and outgo

The details of Conservation of Energy, TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required in pursuant to provisions of Section 134 of Companies Act 2013 are given in the Annexure -1 forming part of this report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under Listing Agreement is enclosed as Annexure - II forming part of this report.

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 and Business Responsibility Report have been enclosed as Annexure - III and IV respectively forming part of the report.

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.

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

Annual Return

As provided under Section 92 (3) of the Act, the form MGT-7 Annual Return is available in our website www.madrasfert. co.in.

Auditors

a. The Comptroller & Auditor General of India shall appoint the Statutory Auditors of the Company for the year 2024-25.

b. Mrs. Aruna Prasad, Cost Accountant, has been reappointed as Cost Auditor of the Company for the year 2024-25.

c. In terms of the provisions of Section 204 of the CompaniesAct, 2013 and Rules framed thereunder, a Secretarial Report in the prescribed format, obtained from a Company Secretary in practice, is required to be annexed to the Boards Report. In view thereof, your Board at its 334^th meeting held on May may 28^th, 2024 has appointed M/s. V Esaki & Associates (M.No.30353), Practicing Company Secretary, as the Secretarial Auditor of your Company. The Secretarial Auditors Report (Form No.MR-3) for the year 2023-24 is enclosed as Annexure - VI & VIA, forming part of this report. Further, in terms of SEBI LODR Regulations, Secretarial Compliance Report has also been obtained from M/s. Esaki & Associates for the year 2023-24.

Committees

The details pertaining to the composition of (i) Audit Committee, (ii) Nomination & Remuneration Committee, (iii) Stakeholders Relationship Committee are included in the Corporate Governance Report, which is a part of this report. The details of Corporate Social Responsibility Committee given in CSR Report attached to this report.

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.

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 website at www.madrasfert.co.in

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, 2024.

Corporate Social Responsibility (CSR)

As per Section 135 of Companies Act, 2013, the CSR Committee of the Board consisting 3 or more directors out of which one director shall be an independent Director. The Company having 4 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 2023-24. The details are contained in the Annual Report on CSR activities is enclosed as Annexure - VIII forming part of this report.

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, 2024 and the date of the 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 awards that have been passed by any Court or Judicial Authority against the company during the Financial Year 2023-24 impacting the going concern status and Companys operations in future.

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 is a 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 committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024.

Auditors Report and Secretarial Audit Report

The Statutory Auditors Report and the Secretarial Auditors Report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

No frauds is reported by auditors under Section 143(12) of the Act other than those reportable to the Central Government.

Risk management

The Company has risk policy and implemented the risk management policy in true spirit including identification of risk elements. The boards opinion, may threaten the company existence, if any, provided in Management Discussion and Analysis in this report.

The Company has developed and implemented various policy, procedures and practice to mitigate the risk and threats and to achieve the objects of the Company. Some of the important policies are

1. Prompt convening of Risk Management Committee

2. Analysis of Business Continuity Plan by the Head of Departments on need basis

3. Upholding Corporate Governance Practices 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, 2024 duly signed by the Chairman & Managing Director and CFO was submitted to the Board of Directors at their 334th meeting held on 28th May 2024 is enclosed as Annexure - IX forming part of this report.

Certificate from Company Secretary in Practice pursuant to Clause 10 of Part C of Schedule V of SEBI (LODR) Regulations, 2015:

The Certificate dated 09.08.2024 received from M/s. V Esaki & Associates, Company Secretaries, 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.

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 www.madrasfert.co.in.

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 www. madrasfert.co.in.

Appreciation

Your Directors wholeheartedly place on record their appreciation for the continued and unstinted support of Department of Fertilizers, Government of India, Government of Tamilnadu, NICO, Financial Institutions, Banks, Depositors and all stakeholders during the year. 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 Vijay products. Last but not the least that your Directors also place on record their appreciation for the dedication, commitment and sincere services rendered by the employees for sustained improvements.

	By order of the Board
	For Madras Fertilizers Limited
	Sd/-
	Manoj Kumar Jain
Chennai	Chairman & Managing Director
Date: August 14, 2024	(DIN : 10690782)