Dear Members,
The Directors of the Company have pleasure in presenting this 48th Annual
Report on the working of the Company together with the Audited Financial Statements for
the year ended March 31, 2026.
FINANCIAL PERFORMANCE
Rs. Crore
Particulars |
2025-26 |
2024-25 |
Total Income (Net) |
18690.90 |
17098.46 |
Total Operating Cost |
17539.34 |
16258.89 |
| Operational Profit |
1151.56 |
839.57 |
| Depreciation/Impairment |
291.71 |
262.76 |
| Finance Cost |
293.19 |
253.68 |
Profit before exceptional |
566.66 |
323.13 |
items |
|
|
| Net Exceptional Items (income) |
(45.10) |
(4.37) |
| / Expense |
|
|
Profit before Tax |
611.76 |
327.50 |
| Provision for Tax (including |
181.95 |
85.87 |
| deferred Tax liability/ Asset) |
|
|
Net Profit |
429.81 |
241.63 |
Retained Earnings |
|
|
| Add / (less): Re-measurement |
43.78 |
(35.76) |
| of Defined Benefit Plan |
|
|
| Less: Dividend Paid |
(127.99) |
(68.41) |
| (Previous Financial Year) |
|
|
| Balance Transferred to / (from) |
345.60 |
137.46 |
| General Reserve |
|
|
During the year, the major factors improving the
Company's profitability before tax are as under: a. Better margins of Complex
Fertilizers contributed profitability. b. Better realizations in traded fertilizers (other
than
DAP & TSP) operations coupled with better product mix and additional compensation
offered by GOI as per operational guidelines for DAP & TSP largely contributed to
higher profitability. c. Despite higher Finance costs and increased depreciation owing to
higher Capitalization, overall profitability improved as compared to Previous Year.
MEMORANDUM OF UNDERSTANDING WITH GOVERNMENT OF INDIA
The Company has been entering into a Memorandum of Understanding (MoU) with the
Ministry of Chemicals &
Fertilizers, Government of India, setting the performance parameters and targets every
year. The Company has secured "Very Good" rating for the year 2024-25.
The performance rating for 2025-26 MoU is yet to be finalised by the Government and the
Company expects to achieve "Good" ratings this year.
DIVIDEND
Although the Company has lined up a number of capex programmes which will entail
substantial expenditure, considering the consistent profits being made by the
Company and based on the Company's performance, your Directors are pleased to recommend
a final Dividend of Rs. 1.34 per equity share of Rs. 10/- each for the financial year
2025-26, and would involve a total cash outflow of Rs. 73.93 Crore, in addition to Interim
Dividend paid of
Rs. 1.00 per share amounting Rs. 55.17 Crore paid in month of March 2026) Rs. 72.82
Crore as Final Dividend in the previous year). The final dividend pay-out is subject to
the approval of members at the ensuing Annual General Meeting.
APPROPRIATION TO GENERAL RESERVES
The Company earned a net Profit after Tax of
Rs. 429.81 Crore (Rs. 241.63 Crore in the previous year). Remeasurement of defined
benefit plans resulted in gain of Rs. 43.78 crore (previous year Loss of Rs. 35.76 crore).
The dividend pay-out pertaining to financial year 2024-
25 was Rs. 72.82 Crore and Interim Dividend of FY 2025-26 amounting Rs. 55.17 crore.
(Rs. 68.41 Crore pertaining to financial year 2023-24 and interim dividend pertaining to
financial year 2023-24 was Rs. Nil Crore).The balance amount of Rs. 345.60 Crore (Rs.
137.46 Crore in the previous year 2024-25) was transferred to General Reserves.
AWARDS WON
As in the past, the Company has won many Awards during the year 2025-26, some of which
are as under:
"Best IT Implementation Project Digital
Transformation Excellence Award" at the 10th PSU
IT Forum and Awards organized by Governance Now for implementation of "iFMS RO
Module Integration and Dealer APP".
- CII National Water Award 2025 for Excellence in
Water Management 2025 in "Beyond the Fence" to
Trombay Unit.
- "ASSOCHAM NATIONAL WATER AWARD 2025" for excellence in Urban Water &
Wastewater Management category to Trombay Unit.
- "24th Global Environment & Sustainability Award-2025" from
Greentech Foundation for outstanding achievement in Environment Protection for Trombay
Unit.
"Certificate of Merit" for the year 2024 in Annual
Safety Awards by the National Safety Council, Maharashtra Chapter to Trombay Unit.
- Platinum award by Green Enviro foundation - OHS Award 2025 for outstanding
achievement in OHS Management to Trombay Unit.
- CHAMPION (OUTSTANDING) award to Trombay Unit and "Legend Emerging Award" to
Thal Unit during "20th EXCEED OHS & Security Award 2025", for outstanding
performance in OH&S category in Chemical & Fertilizer" Sector by
"Sustainable
Development Initiatives" (A unit of Ek Kaam Desh Ke Naam).
"Gold Award" in the fertilizer sector of Grow Care
India Award under the category of "Environmental Management Award-2025 for Trombay
Unit
- Excellence Award in Innovation for Governance during 12th PSU Award for Research and
Development Department
- Green Enviro Gold Award 2025 in recognition of its excellence in environmental
management, pollution prevention, and sustainable development initiatives to Thal unit
- Grow Care India Gold Award 2025 for its outstanding contribution towards
environmental protection, resource conservation, and implementation of sustainable
industrial practices to Trombay Unit.
"IBC AGNI Suraksha PURASKAR 2026" to Thal unit for safe and secure
Manufacturing facility, for Chemical's organisations Category.
Thal Unit secured first place in the Horticulture
Exhibition Competition' in the vegetables category organized by the Municipal
Corporation of Greater
Mumbai.
OPERATIONAL RESULTS
Thal Unit
During the year, the unit produced 17.30 lakh MT of Urea compared to 17.74 lakh MT
produced during the previous year. In terms of nutrients in the fertilisers, the unit
produced 7.96 lakh MT of N during the year, compared to 8.16 lakh MT during previous year.
Trombay Unit
The Trombay Unit produced 3.81 lakh MT of Urea & 6.35 lakh MT of Suphala during the
year compared to 2.90 lakh MT of Urea & 6.04 lakh MT of Suphala produced respectively
during the previous year. During the year, the unit produced 0.10 lakh MT of Sulphur
Coated Urea compared to 0.26 lakh MT produced during the previous year. In terms of
Nutrient values, the unit produced 2.70 lakh MT of N, 0.95 lakh MT of P2O5
and 0.95 lakh MT
of K2O during the year compared to 2.24 lakh MT of N, 0.91 lakh MT of P2O5
and 0.91 lakh MT of K2O respectively
during the previous year.
INDUSTRIAL PRODUCTS
The Company produces Industrial Chemicals at its both units. During the year, the
Company sold approx.4.13 lakh MT of various major industrial chemical products as against
approx. 4.53 lakh MT during the previous year. The Company produces, Ammonium Nitrate
Melt, Ammonia, Ammonium Bicarbonate, Dilute Nitric
Acid 58%, Conc. Nitric Acid 98%, Strong Nitric Acid, (72% & 68%), Strong Sulphuric
Acid, Weak Supluric Acid, Phosphoric Acid 27%, Mono-Methyl Amine, Di-Methyl Amine,
Tri-Methyl Amine, Argon, Nitrogen, Refrigerant Grade Ammonia, Gypsum etc. New 100 MTPD
liquid CO2 plant at Trombay has started. Sale of high-volume products like Ammonia,
Ammonium Nitrate (Melt) will facilitate improvement in turnover as well as profitability.
The Company is also exploring the possibility to procure
Nitric Acid from open market for maximizing Ammonium Nitrate production. Maximizing
sale of CNA98%, SNA 72% & 68% will also support in improving Profitability.
MARKETING PERFORMANCE
FERTILIZER DIVISION
The Company achieved sales volume of 38.12 lakh MT during the year 2025-26 as compared
to 37.12 lakh MT during the previous year. The Company sold 21.25 lakh MT of Urea, 6.53
lakh MT of Suphala 15:15:15, 0.48 lakh MT of City Compost/PDM/PROM/FOM and 9.27 lakh MT of
other bought out products i.e. DAP, MOP, Imp NPK etc. As compared to 20.72 lakh MT of
Urea, 6.39 lakh MT of Suphala 15:15:15, 0.35 lakh MT of City Compost/ PDM/PROM/FOM and
9.20 lakh MT of other bought out products i.e. DAP, MOP, Imp. NPK etc. during the previous
year. The Total sale of manufactured fertilizers (Urea &
NPK) during 2025-26 is 27.78 lakh MT as against 27.11 lakh MT during the previous year.
Sales of fertilizer products registered increase of 2.47% over previous year. The Company
sold 9.27 LMT Imported products i.e. DAP, MOP and Imp NPK etc. as compared to 9.20 LMT
during previous year. Sales of imported fertilizers registered growth of 0.8% over
previous year.
Sujala sale was 5,290 MTs during the year as against 5,994 MTs in the previous year.
Microla sale was 443 KL during the year as against 455 KL in the previous year.
The sale of Biola was 123 KL during the year similar to previous years. Other products
such as Shubhada, & Silica also registered healthy volumes during the year.
During the year, the Company has achieved the following milestones:- -Achieved
highest ever total fertiliser sale of 37.60 LMT (excl. Imp. Urea), registering growth of
2.3% over last year.
- Suphala 15:15:15 recorded highest ever sale of 6.53 LMT, increased by 2% over
last year.
- Ever highest NPK (Ind+Imp) sales of 10.50 LMT achieved, registering increase of
27% over last year.- Ever highest Imp. TSP sales of 1.33 LMT achieved, registering
increase of 1.08 LMT (439%) over last year.
- Ever highest Imp. 20:20:0:13 sales of 2.59 LMT achieved, registering increase of
1.78 LMT (220%) over last year.
- Ever highest Imported products sale of 9.27 LMT achieved, maintaining upward
trend over last year (9.20 LMT).
- Urea sales reached to 21.25 LMT, increased by 3% (0.53 LMT) over last year.
- Achieved all-time high PDM sale of 40,550 MT, nearly doubling over last year (94%
growth).
- First time sold RCF manufactured Nano Urea of 80.5 KL.
INDUSTRIAL PRODUCTS DIVISION
In the face of intense market competition & falling international prices,
Industrial Products Division has achieved the net sales turnover of Rs. 1625.94 Crore as
against Rs. 1654.77 Crore during the previous year. During the year, the Company has
achieved the following:
- Highest yearly sale of Liquid CO2 of 10,831 MT.
- Highest yearly sale of Phosphoric Acid of 7,450 MT.- Highest yearly sale
of STP Water of 28,54,096 M3.- Highest yearly sale of Refrigerant
Ammonia of 1,525 MT.
Taking into consideration the requirement of coal industry, in addition to existing
production capacity of AN Melt of 1.90 Lakhs MT per annum, a new AN Melt plant with
capacity of 1.40 Lakhs MT per annum has already started in 2024-25. IPD is also planning
to enter in Agrochemical business which is a booming industry.
EXPORTS
Considering the indigenous demand, the scope for export is very limited. However, the
Company successfully popularized its Ammonium Bicarbonate (ABC) in the overseas market
through third party export. During financial year 2025-26, the Company has done third
party export of 96 MT Ammonium Bicarbonate (ABC) under
"MRUDULA" brand to the tune of Rs. 18.28 lakh Further, during the year, the
Company exported 1476 MT of Liquid Argon to the tune of Rs. 299 lakh.
IMPORT OF UREA ON GOVERNMENT ACCOUNT
- The Company is designated as State Trading Enterprise (STE) since October, 2019 for
Import of Urea on Government Account. Based on the instructions of Department of
Fertilizers (DoF), the
Company has imported approx. 30 lakh MT quantity of Urea through issue of total three
(3) Global tenders during the year 2025-26.
- The Company had also assigned the responsibility for execution of Urea imports under
Long term Agreement (LTA) between M/s. OQ Trading & Govt. of India (DOF) w.e.f.
February 2022 onwards for a period of 3 years (until January 2025), for a Quantity of 10
lakh MT (+/- 10%) per annum on FOB basis. Accordingly, five (5) Urea shipments have been
shipped from OQ Trading Ltd. under this LTA, with a total quantity of approx. 2
Lakh MT during FY 2025-26.
- An MOU was signed between Govt. of India & Govt. of Nepal on 28.02.2022, wherein
it has been decided that Govt. of India will supply Urea & DAP
(Fertilizers) to Nepal for next five years period under the G2G Agreement. Further the
Company has been nominated as the State Trading Enterprise (STE) by DoF for execution of
this MOU on behalf of Govt. of India and accordingly based on this MOU a separate
financial Agreement was signed on 18.07.2022 by the Company & M/s. Krishi Samagri
Company Limited (KSCL)-Nepal who is the nominated agency by Govt. of Nepal. Under this
agreement and as per the requirement provided by M/s. KSCL-Nepal,
60,000 MT Bagged Urea have been delivered to three designated warehouses in Nepal
during FY-2025-26.
ATMANIRBHAR BHARAT
Under Atmanirbhar Bharat Abhiyan', following initiatives are taken by the
Company:
- Sulphur Coated Urea (Urea Gold)
The Company has developed the technology for producing Urea Gold indigenously and this
will help to produce affordable Sulphur carrying fertilizers so as to reduce import
dependency. The Company has been granted the Indian patent titled A System and a
Process for Coating a Fertilizer'. Urea Gold' is a sulphur coated urea, a slow
release fertilizer. It has Nitrogen 37% and Sulphur 17%. It supplies the much required
sulphur secondary nutrient, along with Nitrogen from Urea. Sulphur is an important
secondary nutrient for enhancing crop yield and crop quality which is more so for oil
seeds and pulses. During the year, the unit produced 0.10 lakh MT of Sulpur Coated Urea
compared to 0.26 lakh MT produced during the previous year.
Briquette Fired Boiler in Chemical Group of Plants
(CGP) at RCF Thal
The Company has set-up Briquette Fired Boiler at
RCF Thal. The low cost steam helps in reducing the variable cost of chemicals.
Briquette (Bio-Mass) or
White Coal' is made-up from agriculture and forest natural waste.
- PROM : Phosphate Rich Organic Manure
RCF PROM is an important alternative to nutrients for organic and conventional farming,
which is prepared by processing a balanced mixture of organic residues, rock phosphate,
oil cake, amino acids, humic acids and beneficial micro-organisms. It contains
8-10% phosphorus (P2O5) and organic carbon. The phosphorus PROM is an organic
alternative to expensive synthetic phosphatic fertilizers, which enriches the soil with
phosphorus and other nutrients and keeps it soft for a long time. During the financial
year 2025-26 , a quantity of 732.75 MT was sold to the farming community.
- Setting up new NPK Fertilizer plant at Thal:
The Company is planning to set up a captive Phosphoric Acid Plant of 300 MTPD capacity
at its Thal Unit, at an estimated project cost of Rs. 865.25 crore, including taxes.
Phosphoric acid is a key raw material for the production of NPK fertilisers. The project
is aimed at reducing dependence on imported phosphoric acid, strengthening the Company's
raw material supply chain and enhancing the long-term sustainability and competitiveness
of its NPK fertiliser operations.
Production of Phosphoric Acid Plant, Trombay
The Company produced the Phosphoric Acid Plant at Trombay & supplied to Fertilizers
and Chemicals
Travancore Limited (FACT) supporting increased domestic fertiliser production, thereby
enabling better utilisation of the Company's manufacturing facilities.
Optimizing production of Industrial Chemicals:
The Company is manufacturing various Industrial Chemical products having high brand
values. Plants manufacturing industrial chemical products like
Ammonium Nitrate, Ammonium Bicarbonate, Nitric
Acid, Concentrated Nitric acid and Sulphuric acid are operated at optimum level to meet
the market demand.
AGRICULTURE EXTENSION ACTIVITIES
The Company has undertaken several agriculture extension activities so as to
educate the farmers on efficient use of agro-inputs and provided know-how on improved and
scientific methods of cultivation contributing to increase in their farm yield. Some of
the services so undertaken during the year are as under:- Soil Sample Analysis:
30,892 number of NPK and 6052 number of Micro-nutrient analysis have been done and Soil
Health Cards distributed.
- Farmer Training Centres are operational at Thal and Nagpur for imparting
residential training to farmers.
A total of 18 programs were undertaken benefitting
450 farmers during the year.
- RCF Kisan Care Toll Free service 1800-22-3044 was operated for imparting
Agricultural information to the farming community. 971 queries were addressed via this
service.
- RCF Customer Care No. 022 25523044 is operational for guiding &
resolving queries regarding Products. 99 queries were addressed via this number.
- RCF Sheti Patrika: 7.20 lakh copies of RCF Sheti Patrika (Marathi edition)
covering the relevant subjects pertaining to Agriculture and allied fields were printed
(60,000 per month) & distributed to farmers.
- e-magazine of RCF Sheti Patika (Hindi edition) is published quarterly. 4
editions were published in FY 2025-26- Social Media: Information regarding
all the agriculture extension activities carried out by RCF Ltd is shared through social
media (WhatsApp, Facebook, X, Instagram and YouTube) with handle @ rcfkisanmanch. More
than 560 posts were shared via these platforms.
- Agricultural Extension Services: 221 Field Demonstrations, 134 Soil
Testing Days, 568 Farmers' Meetings, 14 Krishi Melas, 14 Veterinary Camp/ Rural Sports, 16
Exhibitions (at National, State and
District-level), etc. were organized for the benefit of the farmers.
- Adoption of Villages for Promotion of City Compost/ Biofertilizer/ FOM / PDM /
PROM / Nano Urea, etc:
10 villages from Maharashtra & Karnataka were selected for promotion of City
Compost/ Biofertilizer/
PDM/PROM/Nano Urea, etc.
- Promotion of PROM, PDM, FOM, LFOM & other
Organic Fertilizer under PM-PRANAM Scheme: RCF has conducted 159 promotional
activities like farmers training sessions, demonstrations etc to create awareness &
educate farmers regarding benefits & usage of PROM, PDM, FOM, LFOM & other Organic
Fertilizers. 215 Farmers Training and Awareness sessions have been conducted at
Granpanchayat-level as per guidelines of Department of Fertilizers
(DoF). In these training sessions, farmers are guided by Subject Matter Specialists and
expert faculties such as Professors from Agriculture Universities, Scientists from
Agriculture Research Institutes and
Scientific Officers working at KVKs etc.
- During the year 2025-26, the Company has undertaken refurbishment of 4057
Pradhan Mantri Kisan Samrudhi Kendra (PMKSK) on pan-India Basis, as per instructions
of Department of Fertilizers (DoF).
Total 12936 PMKSKs have been established by RCF Ltd. These PMKSK are unique initiative
to support the farmers as a one stop solution for all agricultural needs of farmers.
- NaMo Drone Didi (NDD) scheme: The Copany has handed over 67 Agri-Drones to
women entrepreneurs associated with womensRs. Self-Help Groups from rural areas in the
states of Maharashtra, Karnataka, Andhra Pradesh, Telangana and Uttar Pradesh and trained
them as Remote Drone Pilots. As per current status, the Drone Didis of RCF Ltd have
collectively earned more than 10.62 lakhs INR and have successfully conducted spraying
activities on more than 2200 acres of crops.
- Drone Hubs: Selected PMKSKs situated nearest to Drone Didis have been
converted into Drone Hubs to support Drone Didis and to provide one-stop-shop for all
Drone-related queries and requirements. 30 Drone Hubs were developed in Maharashtra,
Karnataka, Andhra Pradesh, Telangana & Uttar Pradesh. These Drone Hubs are functioning
smoothly.
- The Company is sponsoring broadcasting of audio episodes regarding
agriculture-related topics via 5 Community Radio Stations in Ahilyanagar, Amravati,
Nandurbar, Pune and Washim districts of Maharashtra state since Dec-2023 for the
purpose of information dissemination, education and communication. By means of Community
Radio Programs, Department of Fertilizers intends to create awareness about various
programs and scheme of
Department of Fertilizers viz. PM- PRANAM, balanced use of fertilizers, integrated
nutrient management etc, amongst the farming community. So far, viz since Dec 2023 to
March 2026, more than 1380
Community Radio programs (audio episodes) have been broadcast. Out of these, 480
programs have been broadcast in FY 2025-26.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year 2025-26 and to the date of this report.
RISK MANAGEMENT
Pursuant to Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a
Risk Management Policy for risk assessment and minimization procedures. The
Risk Management Policy developed with the objective of having a balanced approach
towards business plan and mitigating the associated risks, is in place. The system
identifies better management practices to ensure greater degree of confidence amongst
various stakeholders and facilitates good Corporate Governance practice. All risks
associated with Operations, Environment,
Finance, Marketing, Human Resource, Legal, Information Technology Security, Projects
etc., are continuously monitored. The degree of impact of the perceived risks is further
graded into high, medium and low and the probability of the occurrence of each risk is
also classified into Unlikely and Likely. In order to mitigate losses arising out of such
perceived risks, appropriate procedures are being adopted to contain the risks. Also the
practices adopted during emergencies, including the communication system and mode of
disseminating information are periodically reviewed and updated to minimize the impact on
the Company. Quarterly report in respect of the same is presented to the Board. The Board
of Directors had constituted Risk Management Committee to identify elements of risk in
different areas of operations and to develop policy for actions associated to mitigate the
risks. The Committee on timely basis informs the Board of Directors about risk assessment
and minimization procedures which in the opinion of the
Committee may threaten the existence of the Company. The details of Risk Management
Committee are included in the Corporate Governance Report.
MAJOR EXPANSION AND DIVERSIFICATIONS
The status of major projects undertaken by the Company is as under
PROJECTS IMPLEMENTED
The Company has successfully commissioned Briquette Fired Boiler in Chemical Group of
Plants (CGP) at RCF Thal in May 2025.
PROJECTS UNDER IMPLEMENTATION Setting up new NPK Fertilizer plant at Thal
India is largely dependent upon Imported NPK nutrients to meet its domestic
requirements. As an "Atmanirbhar
Bharat" initiative, the Company is setting up NPK Fertilizer plant having capacity
of 1200 MTPD (DAP basis) at Thal. The plant would be capable of producing various grades
of NPK fertilizer as per market requirements. The work order for execution of the project
on LSTK basis is awarded to M/s Larsen & Toubro Limited in October 2024. The estimated
Project Cost of the project is Rs. 1494 Crore including taxes. Project is expected to be
completed by March 2027.
Ammonia Plant revamp (Topsoe scheme) at Thal
The Company is implementing energy schemes suggested by M/s Topsoe A/S Technology
supplier of Ammonia plant at Thal. Estimated Project Capital Cost is about
Rs. 1308 Crore including taxes. The expected energy saving is 0.40 Gcal/MT of Ammonia
at existing Ammonia production level and expected to be completed by June 2029.
ETP up-gradation at Thal:
The Company is upgrading the existing Effluent Treatment Plant at Thal for treating
10,000 M3/day effluent to ensure the quality of treated effluent not only for meeting the
statutory norms but also suitable for recycling the treated effluent as raw water. Benefit
of the project will be better environment management on sustained basis through recycling
of treated effluent as a raw water. The project has been partially commissioned on January
19, 2025 and around 4000 M3 per day treated water is generated.
PROJECTS UNDER CONSIDERATION
Phosphoric Acid Plant at Thal Unit:
Phosphoric acid is one of the key raw materials for the NPK plant. The Company is
planning to set up a captive 300 MTPD capacity Phosphoric Acid Plant at Thal unit. The
estimated project cost is Rs. 865.25 Crore including taxes.
JOINT VENTURE PROJECTS
Coal Based Fertilizer Plant at Talcher:
The Company, along with Coal India Limited (CIL), GAIL
(India) Limited (GAIL) and Fertilizer Corporation of India Limited (FCIL), is
setting-up a Coal Gasification based fertilizer complex, comprising of 2200 MTPD Ammonia
plant and 3850 MTPD Urea plant, at FCIL, Talcher, Odisha. Land and certain facilities
needed for the project are provided by FCIL. The project will utilize state-of-the-art
Coal Gasification Technology from M/s Air Liquid Products
(erstwhile M/s Shell Eastern). A joint venture company
Talcher Fertilizers Limited' has been incorporated for setting-up and operating
Coal Gasification based Fertilizer complex.
The project is of strategic importance for the country as it aims to make breakthrough
for an alternative source of feedstock in the form of abundantly available coal from
domestic sources in place of natural gas. Success of this project is expected to be a game
changer and shall pave a way forward to the production of chemicals and fertilizers from
coal leading to lesser Regasified Liquefied
Natural Gas (RLNG) imports. It will also help in meeting much needed Urea production
capacity for the eastern part of the Country.
The estimated Project capital cost is approx. Rs.19,062.22 Crore (RCF equity share is
Rs.2,169.67 Crore). M/s Wuhuan Engineering Co. Ltd. from China has been engaged through
competitive bidding as LSTK contractor for Coal
Gasification and Ammonia/Urea packages of the project
The various site activities are in progress. The project is expected to be commissioned
by December 2027.
Joint Venture - Russia Project:
The Company along with NFL and IPL are exploring possibility of setting-up Urea plant
in Russia. RCF, NFL and IPL have signed a Memorandum of Understanding (MoU) with Russian
Company M/s JSC Uralchem in December
2025 for setting up a Joint Venture Urea plant in Russia. The feasibility study for the
project is currently underway.
Proposed Joint Venture Urea Project at Vidarbha,
Maharashtra:
The Company along with GAIL (India) Limited (GAIL) have signed a Memorandum of
Understanding (MoU) to jointly establish a gas-based fertilizer project in the state of
Maharashtra through a Special Purpose Vehicle (SPV). The proposed Urea production
facility, with a planned capacity of 1.27 Million Metric Tonnes Per Annum (MMTPA), is
envisaged to be established in the Vidarbha region of Maharashtra along GAIL's Mumbai
Nagpur
Jharsuguda Natural Gas Pipeline (MNJPL).
SUBSIDIARY AND OTHER JOINT VENTURE COMPANIES
A separate statement containing the salient features of financial statements of all the
joint ventures of the Company forms part of consolidated financial statements in
compliance with Section 129 and other applicable provisions, if any, of the Companies Act,
2013. The financial statements of the joint ventures and related information are
available for inspection by the members electronically up to the date of the Annual
General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member
seeking to inspect such documents are requested to write to the Company at
investorcommunications@rcfltd.com . The financial statements including the consolidated
financial statements and all other documents required to be attached to this report have
been uploaded on the website of the Company (www.rcfltd.com ).
WHOLLY OWNED SUBSIDIARY
The Board of Directors at its meeting held on April 3,
2025 has accorded in-principle approval for formation of a Wholly Owned Subsidiary
(WoS) in India, subject to approval of its administrative Ministry i.e. Ministry of
Chemicals and Fertilizers, Department of Fertilizers,
DIPAM, NITI Aayog, CCEA and/or other statutory authorities as may be required to
operate in the domain of Organic and Innovative Inorganic Fertilizers.
JOINT VENTURE COMPANY
FACT-RCF Building Products Ltd. (FRBL), Kochi
The Company has formed a Joint Venture Company with
Fertilizers and Chemicals Travancore Limited (FACT) by incorporating FACT-RCF Building
Products Ltd. to set up a
. Rapidwall project at Kochi. Both the Company and FACT have 50:50 equity holding in
the Company. Production has been suspended owing to expected takeover of the Plant &
Machinery by the ARC.
National Company Law Tribunal (NCLT) proceedings were initiated against FACT-RCF
Building Products Limited (FRBL), vide order dated January 11, 2024. Pursuant to the
Corporate Insolvency Resolution Process (CIRP) initiated against FRBL under the
Insolvency and Bankruptcy Code, 2016, the Hon'ble NCLT, Kochi Bench, vide order dated
September 26, 2025, approved the Resolution Plan.
As per the approved Resolution Plan, the claims submitted by the Company as unsecured
financial and operational creditor amounting to Rs. 37.87 crore were not considered for
settlement and accordingly stand extinguished. Further, under the Resolution Plan, the
Company was allotted 2,50,000 equity shares of Rs. 10 each aggregating to Rs. 25 lakh,
resulting in a revised shareholding of 2.5% in the restructured share capital of FRBL.
The Company had already made full provision for its investment of Rs. 35.23 crore and
advances of Rs. 37.87 crore, aggregating to Rs. 73.10 crore, in earlier years.
Accordingly, during the year, the Company has written off investment and advances
aggregating to Rs. 72.85 crore (net of 2,50,000 equity shares of Rs. 10 each aggregating
to
Rs. 25 lakh received under the approved Resolution Plan) pertaining to FRBL and
recognized the aforesaid equity shares in its books of account as at March 31, 2026.
Consequent to the restructuring, the Company holds 2.5% equity in the revised share
capital of FRBL. As Promoter
Companies have lost the powers to exercise control of the
Joint Venture and accordingly, the financials of FRBL is not consolidated in accordance
with Ind AS 110.
Urvarak Videsh Limited (UVL)
Urvarak Videsh Limited (UVL) was incorporated on July 18, 2008 as Special
Purpose Vehicle (SPV) with equity participation of Rashtriya Chemicals and Fertilizers
Limited(RCF), National Fertilizers Limited (NFL) and Krishak Bharti Co-operative Limited
(KRIBHCO) with the object of setting up joint venture in India and abroad for
manufacturing, mining, long term tie ups for Nitrogenous,
Phosphatic and Potassic Fertilizers and fertilizer raw materials including exploring
the possibility of making investments and rendering Consultancy services, etc. The company
explored many alternatives to take up various projects but the same did not fructify due
to want of funds as UVL business objective requires heavy capital investment. As the
company could not take up any business, the Board of UVL has decided to declare the
company as a Dormant company for the time being in terms of the provision of section 455
of the Companies Act, 2013 as keeping the status of the company as active was not serving
any purpose.
The Audited financial statements of UVL as at March
31, 2026 reported loss of Rs. 67245/-, thus resulting in accumulated loss of Rs. 0.51
Crore.
Talcher Fertilizers Limited (TFL)
The Company has formed a Joint Venture company, with Coal India Limited (CIL), GAIL
(India) Limited (GAIL) and Fertilizer Corporation of India Limited (FCIL), with the name
Talcher Fertilizers Limited for revival of FCIL's fertilizer unit at Talcher by
establishing and operating coal gasification based fertilizer complex. The company is yet
to start its operations.
The consolidated financial statements have been prepared considering the equity
contribution made by the Company amounting to Rs. 1,102.15 crore, as against
Rs. 2,169.67 crore each contributed by the other joint venture partners, GAIL (India)
Limited and Coal India
Limited, in Talcher Fertilizers Limited as at March 31,
2026. Consequently, the Company's shareholding in the joint venture stands at 20.25%.
During the year, the Company has infused Rs. 200 Crore in TFL in FY 2025-26.
The audited financial statements of the said Company as at March, 31 2026 reported a
loss of Rs. 11.67 Crore, thus resulting in accumulated loss to Rs. 41.19 Crore.
Consolidated Financial Statement
The Consolidated Financial Statement of the Company has been prepared by taking into
consideration Joint Venture Companies i.e. Urvarak Videsh Limited and
Talcher Fertilizers Limited.
Financial Statements of Joint Venture entity FACT-RCF
Building Products Limited (FRBL) is not consolidated with the financial statements of
the Company, consequent to approval of resolution plan by NCLT under the Insolvency and
Bankruptcy Code, 2016.
The Consolidated financial statements have been prepared under equity method along with
Company's standalone financial statements.
SUMMARY OF FINANCIAL PERFORMANCE
Rs. Crore
Particulars |
2025-26 |
2024-25 |
Total Income (Net) |
18690.90 |
17098.46 |
Total Operating Expenses |
17539.34 |
16258.89 |
| Operational Profit |
1151.56 |
839.57 |
| Depreciation/Impairment |
291.71 |
262.76 |
| Finance Cost |
293.19 |
253.68 |
| Share /(loss) of Associates/JVs |
(2.36) |
0.82 |
Profit/ (Loss) before |
564.30 |
323.95 |
Exceptional Item |
|
|
| Exceptional Item (income) / |
(45.10) |
(4.37) |
| Expense |
|
|
Profit/ (Loss) before Tax |
609.40 |
328.32 |
| Provision for Tax (including |
181.95 |
85.87 |
| deferred Tax liability/ Asset) |
|
|
Net Profit / (loss) after tax |
427.45 |
242.45 |
RESEARCH AND DEVELOPMENT
The Company has taken up several Research and Development (R & D) projects, some of
which are for commercial scale design and engineering. The R&D Division undertook
laboratory research, pilot-scale production, field trials, and product commercialization
activities during the year. The focus remained on development of innovative fertilizer
solutions for improving crop productivity, nutrient efficiency, health. They are as under:
(i) More from Less : Nano Fertilizers
More from less" refers to the core principle of nano-fertilizers: utilizing
minuscule, nanoscale particles (1-
100 nm) to achieve higher crop yields while drastically reducing the volume of
agricultural inputs. a) Nano DAP
The Nano DAP formulation developed under the project has successfully progressed from
laboratory and field validation stage to the pilot-scale stage. The product has been
registered in the FCO, gazette dated 16th March 2026. The product is scheduled
to be launched in the market during the year 2026-27. b) Other Nano fertilizer status
Internal and external agricultural field trials on
Nano NPK and Nano Urea have been completed along with Toxicological studies at CSIR-
Indian Institute of Toxicological Research, Lucknow.
Toxicological studies have confirmed that the product is safe for use.
(ii) Granulated Micronutrient Fertilizer
Granular micronutrient fertilizers supply essential trace elements like zinc, iron,
boron, and manganese in slow-release, solid forms. Because plants need them in tiny
amounts, these granules are typically coated onto carriers for even, broadcasted soil
application
Micronutrient fertilizer (Shubhada) in granular form has been successfully formulated,
produced and marketed.
(iii) Precision agriculture:
Precision agriculture with liquid fertilizer optimizes crop yields and minimizes waste
by applying exact nutrient amounts exactly where and when plants need them. a) Urea
Ammonium Sulphate
Urea Ammonium Sulphate (Liquid) grade was successfully developed at laboratory scale as
well as on pilot scale. The product is presently under consideration for market
introduction.
(iv) Suspension fertilizers
Suspension fertilizers are high-concentration liquid plant foods where insoluble or
partially soluble nutrient salts are evenly suspended using specialized agents. They offer
the nutrient density of solid fertilizers with the easy handling of liquids, reducing
leaching and volatilization while providing a prolonged release of micronutrients
The Zinc Oxide Suspension Fertilizer formulation was successfully developed at
laboratory scale and evaluated for key quality parameters.
(v) Sulphur-Based Fertilizers
Sulfur fertilizer is a crucial nutrient supplement essential for protein synthesis,
chlorophyll efficiency development,andmaximizingnitrogenuse in crops. It is highly
recommended for oilseed crops like mustard and canola, where it significantly boosts oil
content and overall yield Development and evaluation work was carried out on Sulphur
Coated Urea, Granular Sulphur (90% S), Elemental Sulphur with Zinc, and Zincated Bentonite
Sulphur.
(vi) Waste to wealth : Gypsum-Based Fertilizer Products
Gypsum-based formulations including Ca:Mg:S (6:2:4), Urea Calcium Sulphate (27:0:0 + Ca
+ S), Granulated Gypsum were successfully developed and evaluated. These products
demonstrated their potential as secondary nutrient sources and soil conditioners.
(vii) Water stewardship : Water-Soluble Fertilizers
Water-soluble fertilizers such as NPK 8:8:8 was developed and evaluated under
controlled and field conditions. The products showed good solubility, stability, and
improved nutrient uptake efficiency, resulting in enhanced crop performance.
(viii) Seeing is believing: Promotional Field Trials
Promotional field trials of Urea Gold were conducted across multiple locations in
Maharashtra including Nashik, Pune, Aurangabad, Jalgaon, Gadchiroli, and Gondia on major
crops such as onion, chilli, wheat, maize, and sugarcane to create awareness amongst the
farming community w.r.t. balanced fertilization.
(ix) Bridging the Scale Gap : Establishment of Pilot plant
A pilot plant is an intermediate-scale production system used to translate
laboratory-scale formulas and processes into viable commercial-scale manufacturing. It
serves as a bridge, allowing the R
& D to test feasibility, optimize operating conditions, and mitigate risks before
committing to large-scale, costly commercial investments.
Fertilizer Additive Pilot Plant, Spray Dryer Plant,
Dispersion Unit have been established at the R&D
Centre for pilot scale studies of various fertilizer products.
(x) Protect the intangible creations: Patent
An Indian patent has been received on 16th Jan 2026 for "A system and a process
for coating a fertilizer".
Patent number 578371 dated 19/3/2024 .
(xi) Collaboration and MoU a) MoA with DoF and ICAR, New Delhi
Tripartite Memorandum of Agreement (MoA) with DoF and M/s Indian Council of
Agricultural
Research (ICAR), New Delhi and financial contribution for contract research on
"Evaluation of Nano Urea on crop productivity and nitrogen
Zones use of India" done by RCF during 2025. b) MoU with Mahatma Phule Krishi
Vidhyapeeth,
Rahuri Ahmednagar
In view to take the R and D activities to the next higher level, collaborative research
has been given importance. With this thought and to have seamless core research, a MOU has
been signed with Mahatma Phule Krishi Vidyapeeth, Rahuri, Maharashtra. c) With other
Agricultural Institutes/Universities
Collaboration has been done with various ICAR institutes for testing of new
formulations.
ENVIRONMENT MANAGEMENT AND POLLUTION CONTROL
The Company is committed to ensuring clean environment, beyond satisfying all
stipulated requirements laid down by the statutory authorities, meeting the expectation of
stake holders around its operating units. Your Company maintains a strong focus on
achieving sustained energy-efficient operations across its manufacturing units while
ensuring a pollution-free environment through robust pollution control measures and
efficient resource management.
The Company has established ISO 14001 compliant Environment Management System (EMS)
along with occupational health & Safety Management System (ISO 45001), Quality
Management System (ISO 9001), and
Energy Management System (ISO 50001). Certification for IFA Protect & Sustain
Product Stewardship System of international standard for Safety, environment and product
security at its both the manufacturing units. The Management Systems are constantly
upgraded, periodic audits and Management Review conducted to ensure compliance and
continual improvement.
Two internal audits of ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 (Under
Integrated Management System IMS) were carried out in FY 2025-26 in both the units. For
RCF Trombay Unit , internal audites were conducted From 25th to 27th
June 2025 & from 25th to 27th Nov 2025.For RCF Thal Unit, internal audites were
conducted From 11th to 14th June 2025 & from 25th to 28th Nov 2025.
Further, one external audit of ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 (Under,
Integrated
Management System) was successfully conducted in both units. For RCF Trombay Unit,
external audit was conducted from 23rd to 26th March 2026 and for Thal Unit from 14th to
16th July 2025 To ensure compliance with environmental standards, all units are having
online monitoring systems for effluent and emission discharges. Apart from Stack monitors,
which continuously monitor the emissions, four fixed ambient air quality monitoring
stations are in place, at both Trombay and Thal, to monitor ammonia, NOx, SO2, Particulate
matter (PM10 & PM2.5) & metrological parameters. These monitoring units are
connected to
MPCB and CPCB servers for continuous monitoring online data of air quality, effluent
parameters. At both unit, third party monitoring for stack, ambient air quality
(Dust, Ammonia, NOx, SO2) and ETP overflow (as per consent parameters) is being done by
MoEFCC approved laboratory once in a month. Both the units uses clean fuel to reduce the
Green House Gas emission.
The integrated Effluent Treatment Plant in both Units ensures that the effluent
discharged from the factory meets the statutory requirements laid down by the State
Pollution Control Board.
As a proactive measure, RCF Trombay unit has installed two nos. of Sewage treatment
Plants to treat sewage of
Mumbai city & use the purified water after treatment for industrial purpose,
thereby saving equivalent quantity of potable water for consumption by Mumbaikars.
At Trombay unit, 3- R strategy (Reduce, Reuse and Recycle) is employed by way of
recycling the sludge generated in
Effluent Treatment Plant( ETP), Sulphur sludge generated in Sulphuric Acid Plant is
used in Suphala (NPK) plant for recovery of nutrients. waste streams of effluents from
complex fertilizer plants are recycled back in the processes.
At Thal Unit, the ETP Up gradation Project (Non-Ammonical section) PGTR was
successfully completed on 19.01.2025. After the completion of PGTR for the Non-Ammonical
section in the ETP Upgradation project, the recycling of industrial effluent as raw water,
using state-of-the-art technology, started. Since after the PGTR of Non Ammonical Section
till March-2026, plant was able to produce 15.09 Lakhs M3 of RO permeate water. This RO
permeate water is recycled as raw water to the WTP and Urea plant. It reduced daily
freshwater resource consumption and also reduced boiler blowdown in ammonia plant due to
reduced silica content in DM water.
The Briquette boiler is in operation, it uses briquettes a carbon-neutral fuel for
boiler. Consent to Operate (CTO) for the Briquette Boiler was granted on 11.04.2025, and
the Briquette Boiler has been in operation since then. Plastic Waste: RCF is
registered as Brand Owners as per the Plastic Waste Management Rule 2016 .
Plastic Waste are being recycled by both the Units as per the MoEFCC norms. RCF has
engaged M/s Rekart as its Waste Management Agency for compliance with Extended Producer
Responsibility (EPR) obligations under the Plastic Waste Management (PWM) Rules.
To fulfill organization' EPR (Extended Producer
Responsibility) obligation under Plastic Waste Management Rule, 2016, total 12,958 MT
(Thal (5458 MT) +Trombay (7500 MT) Qty) of plastic waste is collected and either recycled
or properly disposed of through authorized waste management agencies.
Awareness programs: For increasing awareness regarding environment and safety,
public awareness campaign programmes are arranged by Trombay and Thal units by providing
demonstrations to local youth, college and school students, housing societis, Panchayat
offices, ladies club members and household members in the adjoining localities.
Resource Management: In the year 2025-26,RCF Thal Unit installed, additional 0.65
MW capacity solar facilities (0.5 MW ground mounted and 0.15 Roof mounted) and Trombay
Unit installed , additional 0.40 MW Ground mounted solar plant. These additional solar
facilities contribute in providing greener power along with reduction in the unit's carbon
footprint.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As part of its initiatives under "Corporate Social Responsibility', the Company
has undertaken several projects in the areas of promoting health care, Nutrition, rural
development, Women empowerment, Skill
Development and education aimed for the benefit of needy and for general good of the
society. These projects are in accordance with Schedule VII of the Companies Act, 2013 and
the Company's CSR Policy.The report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure I, and
forms an integral part of this report. During the year, the Company has spent Rs. 12.15
Crore on CSR activities. The activities, in brief, are as under:
Supply of Drinking Water to Nearby Villages:
For over 25 years, RCF has been providing free drinking water to villages surrounding
its Thal unit through pipelines connected to the unit's water reservoir. This
long-standing initiative continues to benefit over 20,000 residents across villages
including Thal, Navgaon, Vaishet,
Tudal, Boris-Gunjis, and Bhal under the jurisdiction of the RCF Thal factory. The water
charges billed by MIDC are fully borne by the Company, ensuring uninterrupted supply to
nearly 20,000 families in and around Alibag, Raigad.
Supply of Seeds and Saplings to Local Farmers:
Under RCF's CSR initiatives, RCF supports sustainable agriculture by supplying seeds
and saplings to farmers in the nearby rural areas of Alibag, Raigad. This initiative aims
to promote environmentally friendly farming practices, enhance crop productivity, and
improve the livelihoods of local farmers. By providing quality agricultural inputs, RCF
contributes to food security and the economic well-being of farming communities around the
Thal unit.
Mid-Day Meal to Schools at Chembur:
RCF has continued its Midday Meal scheme for non-aided and underprivileged schools in
and around the Chembur area, Mumbai, through Annamrita Foundation. This initiative
addresses the nutritional needs of school children and ensures that students receive at
least one wholesome meal per day. The Midday Meal program has been one of RCF's flagship
CSR activities since 2012-13, and its continuation in FY 2025-26 underscores RCF's
sustained commitment to child nutrition and education.
Mobile Medical Van at Thal and Trombay:
Under this initiative, RCF continues to provide free health check-ups and distribution
of free medicines to patients in the vicinity of Chembur and Thal area through Akshansh
Consultancy Services. Mobile Medical Units are deployed one in Chembur and the two in Thal
to bring healthcare services directly to the doorstep of underserved communities. This
initiative benefits thousands of residents in Alibag, Raigad and Chembur, Mumbai who may
have limited access to regular medical facilities.
Rural Sports for Adivasi community :
As part of RCF's CSR initiatives promoting sports and youth development, RCF arranged
rural sprots such as kabaddi competition for Adivasi Youth at Alibag Dist. Raigad. This
initiative aims to nurture sporting talent, encourage physical fitness, and motivate to
youth of tribal communities from all over district for this activity. The competition
provides a platform for young tribal players to showcase their skills and fosters a spirit
of teamwork and community bonding.
Scholarship for SC/ST Students at Thal Villages:
As part of RCF's CSR initiatives promoting education among underprivileged communities,
RCF distributed scholarships to students belonging to Scheduled Castes (SC) and Scheduled
Tribes (ST) in the villages surrounding its Thal unit, Alibag, Raigad. This initiative
aims to ease the financial burden on deserving students and encourage them to pursue their
academic goals. By supporting young learners from marginalized communities, RCF reaffirms
its commitment to inclusive education and social upliftment.
Prime Minister Apprentice Scheme (PM Internship Scheme Pilot Project):
As part of RCF's proactive participation in national skill development, RCF implemented
the Prime Minister Internship Scheme as a Pilot Project at its Trombay unit. This
initiative provides young professionals and graduates with hands-on industry exposure and
vocational training within RCF's operations. By participating in this government-backed
scheme, RCF contributes to building a skilled and employment-ready workforce, supporting
national goals of youth empowerment and economic development.
Construction of Rehabilitation Centre for Cured Mentally Ill Persons at Kanyakumari,
Tamil Nadu:
AspartofRCF'sCSRinitiativesintheareaofhealthcareand social welfare, RCF provided
financial assistance to Centre for Human Resource and Development Programmes (CHARDEP) for
the construction of a rehabilitation centre for cured mentally ill persons at Achankulam,
Potrayadi, Kanyakumari District, Tamil Nadu. This facility provides a safe and supportive
environment for reintegration, recovery, and skill development, helping beneficiaries lead
a dignified and independent life.
Renovation and Repair of Schools of Mhasla Nagar Panchayat, Raigad:
As part of RCF's CSR initiatives aimed at improving educational infrastructure, RCF
extended financial assistance to Child Dream's Social Foundation for renovation and repair
work of schools under Mhasla Nagar Panchayat, Dist. Raigad. This initiative aims to
provide students with better physical learning environments and upgraded school
facilities, thereby improving overall educational outcomes in the region.
Promotion of Healthcare through conducting Medical Camps nearby Chembur:
As part of RCF's CSR initiatives focused on promoting healthcare, RCF provided
financial assistance to
Panchratna Mitra Mandal for conducting free medical camps at two locations near
Chembur, Mumbai. These camps provide essential healthcare consultations, diagnostics, and
medical services to the local community, especially those who are economically
disadvantaged and lack access to quality medical facilities.
Support for Paediatric Cancer Patients:
As part of RCF's CSR initiatives in the healthcare domain, RCF provided financial
assistance to Access Life
Assistance Foundation for the operational expenditure of its Chembur Centre, which
works towards supporting paediatric cancer patients. The Foundation offers critical
medical, emotional, and logistical support to children battling cancer and their families.
RCF's contribution helps sustain the Centre's day-to-day operations and ensures continued
care for these vulnerable patients.
Free OPD and Medicine Distribution:
As part of RCF's CSR initiatives in the healthcare sector,
RCF extended financial assistance to Sushrut Hospital and Research Centre, Chembur, for
providing free OPD consultations and distributing medicines to the general public. This
initiative ensures that residents of the Chembur area, particularly those from low-income
groups, have access to quality medical care and essential medicines without financial
barriers.
Cancer Detection, Medical and Blood Donation Camps at Chembur and Thal:
As part of RCF's CSR initiatives focused on healthcare and community outreach, RCF
extended financial assistance through Chandra Sundra Trust for conducting Cancer,
Medical, and Blood Donation Camps near both RCF's
Trombay unit in Chembur and the Thal unit in Alibag, Raigad. These camps promote early
detection of cancer, raise health awareness, and contribute to blood bank reserves,
ensuring better health outcomes for underserved populations in both regions.
Sanitation facilities to rural School at Kolhapur:
As part of RCF's CSR initiatives aimed at improving sanitation and educational
infrastructure, RCF provided financial assistance through Chandra Sundra Trust for
sanitation improvements at Bal Vikas Shikshan
Sanstha School and Community Development Centre at Kolhapur, Maharashtra. This
initiative ensures a hygienic environment for students and community members, supporting
their health, dignity, and well-being.
Construction of Toilet Block for school students at
Kolhapur:
As part of RCF's CSR initiatives promoting sanitation and education, RCF provided
financial assistance to
Adarsh Apanga Kalyan Shikshan Sanstha, Kolhapur, for the construction of a toilet block
at Shri Laxmi Vidyalaya Junior College, Hasur Khurd, Tal. Kagal, Dist. Kolhapur. This
initiative aims to provide better sanitation facilities to students and staff, with
particular focus on the dignity and safety of girl students.
Construction of Toilet Block for Ladies Hostel, Sindhudurg:
As part of RCF's CSR initiatives focused on sanitation and education infrastructure,
RCF provided financial assistance to Shankar Mahadev Sawant Gram Vikas Sanstha for the
construction of a toilet block at the ladies' hostel of Shankar Mahadev Vidyalaya and
Gurukul Kumbhavade Hostel, Tal. Kankavli, Dist. Sindhudurg. This initiative promotes
hygiene and ensures a safe, dignified environment for female students residing in the
hostel.
Financial Assistance to Orphanage at Alibaug, Raigad:
As part of RCF's CSR initiatives in healthcare and child welfare, RCF provided
financial assistance to Shri
Samarth Krupa Vrudhsham, Parhur, Tal. Alibaug, Dist. Raigad, to support the operations
and welfare of an orphanage. This contribution aims to improve the living conditions,
nutrition, and overall well-being of orphaned and destitute children cared for by the
institution.
Construction of Toilet Block , Murud Janjira, Raigad:
As part of RCF's CSR initiatives to promote sanitation and hygiene, RCF provided
financial assistance to Mehboob
Educational Trust English Medium High School for the construction of a toilet block at
Murud Janjira, Tal. Murud, Dist. Raigad. This initiative ensures students have access to
proper sanitation facilities, creating a healthier and more conducive learning
environment.
Toilet Blocks and Safe Drinking Water at Alibag Tehsil Office:
As part of RCF's CSR initiatives focused on sanitation and public health, RCF extended
financial assistance to
Happiness Forever for the construction of toilet blocks and installation of safe
drinking water facilities at the Alibag
Tehsil Office, Raigad. This initiative aims to ensure sanitation and hygienic drinking
water for government the Tehsiloffice
Construction of Toilet Blocks at Nerul, Navi Mumbai:
As part of RCF's CSR initiatives aimed at improving sanitation infrastructure, RCF
provided financial assistance to Samrat Foundation for the construction of toilet blocks
in Nerul, Navi Mumbai. This initiative promotes hygiene and ensures access to proper
sanitation facilities for the residents of the area.
Installation of Open Gym at Chembur Area:
As part of RCF's CSR initiatives promoting health and fitness, RCF provided financial
assistance to Saarth
Pratishthan for the installation of open gym equipment in a public space near the
Chembur area, Mumbai. This initiative encourages residents, especially youth and senior
citizens, to engage in regular physical exercise, promoting a healthier lifestyle and
community well-being.
Solar Rooftop Installation at school building:
As part of RCF's CSR initiatives promoting renewable energy and environmental
sustainability, RCF provided financial assistance to Nalanda Educational Foundation for
the installation of a solar rooftop system at their premises in Chembur, Mumbai. This
initiative reduces dependence on conventional electricity, lowers energy costs for the
institution, and promotes the use of clean, green energy in the educational sector.
Stationery and Furniture for Schools from Chembur area:
As part of RCF's CSR initiatives promoting education,
RCF provided financial assistance to Panchratna Mitra
Mandal for the provision of stationery and furniture to schools near the Chembur area,
Mumbai. This initiative aims to improve the quality of the learning environment, ensure
students have access to essential academic materials, and enhance overall educational
outcomes in underserved schools.
Educational Enhancement and Development of SC/ST Students at Ahilyanagar:
As part of RCF's CSR initiatives focused on educational empowerment of marginalized
communities, RCF provided financial assistance to Integrated Rural
Development Centre (IRDC), Ahilyanagar, for educational enhancement and development
programs for SC/ST students. This initiative aims to improve access to quality education,
provide academic resources, and create skill development opportunities, ensuring a
brighter future for students from scheduled communities.
Scientific Stray Dog Management at Chembur:
As part of RCF's CSR initiatives in the area of animal protection and community safety,
RCF provided financial assistance to Utkarsh Global Foundation for providing scientific
solutions to stray dog management in the local area of Chembur, Mumbai. This initiative
aims to address public health and safety concerns related to stray dog populations while
ensuring humane treatment of animals in urban spaces.
Solar Panel Installation in Villages at Raigad (Thal):
As part of RCF's CSR initiatives promoting environmental protection and renewable
energy, RCF undertook the installation of solar panels at multiple villages including
Navedar-Navgaon, Shiravali, Kurul, Machimmar Society, Zirad, Mule, Veshvi, Thal, Kihim,
and Kankeshwar Devasthan in Dist. Raigad. This initiative aims to provide clean,
sustainable energy to rural communities, reduce dependence on the conventional power grid,
and promote environmentally friendly development in the coastal villages surrounding the
RCF Thal unit.
Digital Camera and Computers to District Information Office at Raigad District:
As part of RCF's CSR initiatives promoting education and digital empowerment, RCF
provided a digital camera and two computers to the District Information Office,
Dist. Raigad. This contribution aims to enhance the technological infrastructure of the
government office, facilitate better documentation and dissemination of information, and
support the digital capabilities of local administration.
Financial Assistance for National Maritime Heritage Complex (NMHC) at Lothal, Gujarat:
As part of RCF's CSR initiatives for the protection of heritage, art, and culture, RCF
extended financial assistance towards the development of the National Maritime Heritage
Complex (NMHC) at Lothal, Gujarat. The NMHC is a prestigious national project aimed at
celebrating India's rich maritime history and civilizational heritage. RCF's contribution
supports the preservation and promotion of this historically significant future
generations.
Nutritional Support to Tribal Children at Alibag Taluka,
Raigad:
As part of RCF's CSR initiatives promoting healthcare and nutrition for underprivileged
communities, RCF provided financial assistance to Shree Ramkrishna Vivekananda
Seva Samiti for providing nutritional support to tribal children in Alibag Taluka,
Dist. Raigad. This initiative aims to address malnutrition among tribal children, improve
their health outcomes, and ensure adequate dietary intake for their growth and
development.
Mental Health and De-Addiction Capacity Building Programme at Dadar, Mumbai:
As part of RCF's CSR initiatives focused on mental health and social welfare, RCF
provided financial assistance to
Stree Mukti Sanghatana for conducting capacity building programs, mental health
awareness sessions, and de-addiction campaigns in Dadar, Mumbai. This initiative aims to
sensitize communities about mental health issues, reduce stigma, and provide support and
resources for individuals struggling with addiction and mental health challenges.
Procurement of Ambulance at Chembur Area:
As part of RCF's CSR initiatives in the area of healthcare and community welfare, RCF
extended financial assistance to Asmita Mahila Mandal for the purchase of an ambulance to
provide medical services to the local community in the Chembur area, Mumbai. This
initiative aims to ensure timely emergency medical response and healthcare access,
particularly for vulnerable residents of the area.
Construction and Renovation of Nagar Palika School at Shriwardhan, Raigad:
As part of RCF's CSR initiatives promoting education infrastructure, RCF provided
financial assistance to
Relive Consulting Corporation for the construction and renovation of a Nagar Palika
school building at Shriwardhan, Dist. Raigad. This initiative aims to upgrade school
facilities, provide students with a better learning environment, and ensure that
government school buildings meet adequate standards of safety and hygiene.
Sanitary Pad Vending Machines cum Destroyers in Schools at Chembur:
As part of RCF's CSR initiatives focused on menstrual hygiene and women's health, RCF
undertook the installation of sanitary pad vending machines cum destroyers in schools at
Chembur. This initiative ensures that female students have easy, dignified access to
sanitary products and a safe method for their disposal, promoting menstrual hygiene
management and reducing school absenteeism among girls.
Menstrual Hygiene Awareness Programme at Palghar
District:
As part of RCF's CSR initiatives promoting women's health and hygiene, RCF provided
financial assistance to
Pakshalika Mahila Samajik Seva Sanstha for conducting a Menstrual Hygiene Awareness
Programme in Palghar District. This initiative aims to educate women and girls in rural
and tribal areas about menstrual hygiene practices, reduce stigma and misinformation, and
promote access to hygienic sanitary products, contributing to the overall well-being and
dignity of women in the community.
Installation of Open Gym Equipment in Mumbai Constituency:
As part of RCF's CSR initiatives promoting public health and fitness, RCF extended
financial assistance to Saarth
Pratishthan for the installation of open gym equipment across the Mumbai constituency.
This initiative provides residents withaccessiblefitnessfacilities in public spaces,
promoting physical activity, a healthy lifestyle, and community wellness for all age
groups.
Procurement of Hemodialysis Equipment at Alibag,
Raigad:
As part of RCF's CSR initiatives in the healthcare sector,
RCF provided financial assistance to Sahyog Gopalan
Va Gosanvardhan Mandal for the procurement of haemodialysis equipment for patients in
the vicinity of Alibag, Raigad. This initiative aims to enhance dialysis services and
ensure that patients with kidney-related ailments in the region have access to critical
and lifesaving medical treatment.
Construction of School Building with Sanitation Facilities:
As part of RCF's CSR initiatives focused on educational infrastructure and sanitation,
RCF provided financial assistance to Gurukul Education and Research Foundation for the
construction of a school building equipped with sanitation facilities. This initiative
aims to provide students with a safe, hygienic, and conducive learning environment,
supporting quality education in the community.
Free OPD Consultations and Distribution of Medicines in
Sushrut Hospital:
As part of RCF's continued CSR initiatives in the healthcare domain, RCF extended
further financial assistance to Sushrut Hospital and Research Centre, Chembur, for
providing free OPD consultations and distributing medicines to the general public. This
ongoing support ensures that residents of the Chembur area, particularly those from
economically weaker sections, continue to receive quality medical care and essential
medicines at no cost.
Sarva Mangalam Project for Rehabilitated Families at
Kerala:
As part of RCF's CSR initiatives in the area of social welfare and community
rehabilitation, RCF provided financial assistance to Dr. Mangalam Swaminathan Foundation
for the implementation of the Sarva Mangalam Project for rehabilitated families in Kerala.
This initiative aims to provide comprehensive support including livelihood
assistance, housing, and social integration to families that have been
rehabilitated, ensuring their sustained well-being and dignified living.
Procurement of School Furniture for Schools near RCF
Thal Unit:
As part of RCF's CSR initiatives promoting education,
RCF provided financial assistance for the procurement of school furniture for schools
located in the vicinity of RCF's Thal unit, Alibag, Raigad. This initiative aims to
improve classroom infrastructure and ensure that students have access to proper seating
and functional furniture, contributing to a more effective and comfortable learning
environment.
Installation of Solar System in School at Chembur:
As part of RCF's CSR initiatives promoting renewable energy and educational
development, RCF extended financial assistance to Nalanda Educational Foundation for the
installation of a solar energy system in their school building in Chembur. This initiative
ensures uninterrupted power supply to the school, reduces electricity costs, and promotes
environmental sustainability, creating a better learning environment for students.
Establishment of E-Learning Infrastructure in Schools at
Shirgaon Village:
As part of RCF's CSR initiatives promoting digital education, RCF provided financial
assistance to Friends of Wadala East for establishing e-learning infrastructure in schools
of Shirgaon Village. This initiative aims to integrate technology into the education
system, providing students in rural areas access to digital learning tools, resources, and
platforms that enhance the quality and reach of education.
Mobile Sugarcane Crop Health Clinic for Mahatma Phule Krishi Vidyapeeth (MPKV):
As part of RCF's CSR initiatives in the area of rural and agricultural development, RCF
provided financial assistance for the procurement of a Scorpio vehicle along with
equipment for a Mobile Sugarcane Crop Health Clinic at Mahatma Phule Krishi Vidyapeeth
(MPKV). Additionally, equipment was procured through Mitcon Forum for Social Development
for the same facility. This mobile clinic is designed to bring crop health advisory
services, pest and disease management support, and agronomic guidance directly to
sugarcane farmers, thereby enhancing agricultural productivity and farmer livelihoods.
Tribal Community Empowerment Project at Lahanti,
Jharkhand:
As part of RCF's CSR initiatives in the areas of healthcare and education, RCF provided
financial assistance to
Lahanti for a Tribal Community Empowerment Project in Jharkhand. This initiative aims
to improve healthcare access, promote education, and empower tribal communities through
targeted interventions, contributing to the holistic development and well-being of
marginalized tribal populations in the region.
Construction of Toilet Block for Differently-Abled Students Osmanabad (Aspirational
District)
As part of RCF's CSR initiatives promoting inclusive education and sanitation, RCF
extended financial assistance to Vishvabharati Bahuuddeshiya Shikshan
Sanstha, Ruibhar, Osmanabad, for the construction of a toilet block at a proposed
24-hour residential study centre for differently-abled students preparing for competitive
examinations. This initiative empowers differently-abled youth by ensuring accessible and
dignified sanitation facilities at their study centre, supporting their aspirations and
academic efforts.
Integrated Sickle Cell Anaemia and Nutrition Programme
Gadchiroli (Aspirational District)
As part of RCF's CSR initiatives focused on healthcare and nutrition in aspirational
districts, RCF provided financial assistance to Josh Foundation for the Integrated Sickle
Cell Anaemia and Nutrition Programme in Jimalgatta-Aheri, Gadchiroli District. This
initiative aims to improve the diagnosis, management, and awareness of sickle cell anaemia
among tribal and vulnerable populations in this remote region. The programme also
addresses nutritional deficiencies, contributing to better health outcomes and quality of
life for affected communities.
EFFECTIVEIMPLEMENTATIONOFPUBLICPROCUREMENT POLICY FOR MICRO AND SMALL ENTERPRISES
(MSEs)
Government of India, Ministry of Micro, Small and Medium
Enterprises, vide order dated March 23, 2012, notified the public procurement policy in
respect of procurement of goods and services produced and provided by Micro, Small and
Medium Enterprises and further amended it vide Govt. of lndia Gazette Notification S.O.
5670(E) dated
November 9, 2018.
With amendment in Public procurement policy for Micro
& Small Enterprises (MSEs) Order, 2012 vide GoI Gazette Notification S.O. 5670(E)
dated November 9, 2018, the percentage target of procurement of goods and services by
Govt. Departments/CPSEs from MSEs is increased from 20% to at least 25% along with the
provision of minimum 3% reservation for Women owned MSEs and 4 % reservation for SC/ST
owned MSEs, within this 25% reservation. This amendment is made applicable from November
9, 2018.
Further, in the meeting held on June 22, 2021 under the Chairmanship of Additional
Secretary & Development Commissioner (MSME), the committee considered the proposal for
exemption for the items which are beyond the scope of MSEs with minimum target of 40% from
MSEs for all non-exempted items from FY 2021-22 onwards.
During the fiscal year 2025-26, the percentage of goods and services procured from
Micro and Small Enterprises (MSEs) is 40.37% (Rs. 862 Crore) of the total procurement cost
of Rs. 2135.29 Crore, against target of 40%. This excludes expenses for raw materials,
gas, water, electricity, and catalysts etc. For procurements from women-owned MSEs, the
percentage achieved is 3.15% (Rs. 67.28 Crore) of the total procurement against target of
3%. Procurements from MSEs owned by SC/ST entrepreneurs is 0.48% (Rs. 10.28 Crore)
of the total procurement against the target of 4%. While the overall procurement target
from MSEs has been pursued diligently, the achievement of sub-targets for procurement from
SC/ST-owned MSEs remains contingent on their level of participation in tenders, fulfilment
of prequalification and adherence to tender terms and conditions. These factors have posed
challenges in fully meeting the sub-targets despite best efforts by the Company.
SUSTAINABLE DEVELOPMENT
The Company has taken up several Sustainable development activities including the
following:
New Sewage Treatment plant
The Company is running Two Sewage Treatment Plants (STPs) at Trombay Unit with each
plant having capacity to treat around 22.75 Million Litres per Day (MLD) of sewage
received from Municipal Corporation of Greater Mumbai (MCGM) which otherwise would have
been drained in to the sea after preliminary treatment. The STP plants treat waste sewage
generated in the city and convert it into treated water. Both plants together generate
about 30
MLD of treated water which is being used in our plants as process water.
A portion of treated water generated (about 8 MLD) is supplied to M/s Bharat Petroleum
Corporation Limited (BPCL). Both STP plants of the Company are of great value to residents
of Mumbai and Society at large besides improving reliability of operations of RCF Trombay
Unit. During the year 2025-26, about 8474 Million litres of treated water was generated at
both STP plants.
Solar Power Plant
As part of achieving ecologically sustainable growth, the Company has forayed into
solar power generation. The Company has set up rooftop as well as ground mounted Solar
power generation facilities at Thal and Trombay Unit with an aggregate capacity of 5.21
MWp. The power generated is used for captive consumption, thereby reducing the Company's
power import to the equivalent extent.
The green power generated by solar plants replaces the conventional power generated
through burning of fossil fuels leading to reduction in overall Greenhouse gas emissions.
At RCF, during the year 2025-26, 5014 MWh of solar power was generated.
VIGILANCE
Dr. Rahul S. Jagtap of the Indian Statistical Service has been serving as the Chief
Vigilance Officer (CVO) of the Company since March 30, 2024. The Vigilance
Department, comprising officers drawn internally from various operating areas/
departments, functions from the
Corporate Office, Mumbai and the Thal Unit,
The Department is committed to promoting transparency, integrity, ethical practice and
accountability across all organizational processes in accordance with the guidelines of
the Central Vigilance Commission (CVC). With a strong focus on preventive vigilance, it
keeps watch on sensitive areas/ activities relating to finance, personnel, operations,
criteria,competitivenessofquotedprices, marketing, materials management, contracts, and
other critical functions across the Corporate Office, Trombay Unit, Thal Unit, and
Marketing Offices.
During 2025-26, the Vigilance Department processed
29 complaints and, based on investigation/ findings, recommended about 35 systemic
improvements/ advisories/ corrective measures to strengthen internal controls and enhance
organizational effectiveness.
The areas primarily covered included transparency in HR practices, procurement and
contract management, manpower administration, contract labour management, operational
controls, and governance mechanisms. The Department continued to leverage digital
platforms for enhancing transparency and efficiency. The Online
Vigilance Clearance System (OVCS) enabled expeditious processing of vigilance
clearances related to promotions, superannuation, foreign visits, resignations, employment
applications etc. while the Online Vigilance Complaints
Management System (VCMS) facilitated effective receipt of vigilance complaints. An
inhouse developed Online e-QPR CTE system was put in place for collection and compilation
of data on contracts. An in-house portal for monitoring disciplinary proceedings was also
implemented to maintain centralized records and improve tracking and reporting.
As part of preventive vigilance initiatives, the Department promoted/ liaised for
digitization and process automation across the Company. Key measures included
implementation of e-Office, integration of SAP ERP with the Integrated Fertiliser
Management System (iFMS) for enhanced supply-chain transparency, GPS-based tracking of
urea transportation, Vendor Invoice Management
System (VIMS), e-Measurement Book (e-MB), Customer
Receipt Management System (CRMS), e-Chikitsa Medical Reimbursement Portal, expansion of
CCTV surveillance system, strengthening of cybersecurity through AI/ML-enabled solutions,
and enhancement of the RCF Dealer Parivar Mobile App for improved stakeholder engagement.
On constant persuasion by the Vigilance Department, RCF Ltd undertook revision and
updations of various policies, manuals and procedures during 2025-26, incorporating
directives and amendments issued by various authorities.
Important revisions included the Manual for Procurement of Goods (MPG 2.0), Human
Resource Planning Policy, Promotion Policy, and Policy on Appointment of Ex-Employees of
RCF as Advisors.
In compliancewithCVC directives,athree-month precursor campaign on preventive vigilance
was conducted from 18th August to 17th November, 2025. The campaign focused on disposal of
complaints/ pending cases, asset management, capacity building, awareness-building, and
strengthening preventive vigilance systems. Master
Trainers were developed in specialized vigilance domains and also extensive awareness
and training programmes were conducted covering some 2,108 participants, including
employees, contractors, vendors, workers and other stakeholders. During the campaign,
employees completed 665 online training certifications on topics such as ethics,
integrity, conduct rules, cyber hygiene, public procurement etc. through the iGOT
Karmayogi platform. Specialized workshop was also organized on vigilance investigation,
public procurement, digital fraud detection, and examination of digital trails.
Vigilance Awareness Week 2025 was observed on the theme "Vigilance: Our Shared
Responsibility" from
27th October to 2nd November, 2025 across all Units and
Marketing Offices in accordance with CVC guidelines.
A wide range of outreach and awareness activities, including Awareness Gram Sabha,
Dealers' Meets-cum-Grievance Redressal Camp, training programmes, panel discussions, and
competitions such as essay writing, poster making, slogan writing, quizzes, and elocution
contests, were organized for employees, dealers, farmers, students, and other
stakeholders. The programmes received enthusiastic participation and reinforced the
collective responsibility of all stakeholders in promoting ethical conduct, transparency,
and integrity. Vigilance awareness was also integrated with Walkathon and
Cyclothon events organized under the Fit India Movement for employees and their family
members.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis report for the year under regulations 34(2)(e) of
SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, highlighting the industry structure and
developments, opportunities and threats, future outlook, risk and concerns etc. is annexed
as Annexure II and form an integral part of this report.
PUBLIC DEPOSIT
The Company has not accepted any deposits, within the meaning of section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
OFFICIAL LANGUAGE POLICY AND INITIATIVES
The Company has fully endeavoured to implement the provisions of Official Language Act,
1963 and the policy of the Government. Publicity material and literature for employees and
farmers are made available in Hindi and other regional languages.
With a view to promote Hindi in office work and as per the direction of the Ministry of
Chemicals and Fertilizers, Department of Fertilizers, Hindi Pakhwada was celebrated from
14th to 28th September, 2025. On this occasion, various competitions
and kavi sammelan were organized for the employees. Marathi Bhasha Samvardhan
Pandharvada' was celebrated from 14th to 28th January, 2026. During
this period, various Marathi lectures, cultural programs and Marathi competitions were
organized.
RCF received second award for best implementation of official language in the year
2025-26 by Municipal
Rajbhasha Karyanwayan Samiti Mumbai.
RCF Trombay Unit was awarded the Best Implementation
Award for the year 2025-2026 by Ashirwad Literary Institute, Mumbai for the best
implementation of Rajbhasha.
RCF Deputy General Manager (Hon. No.)-E Shri Vinayak Patil ji was presented Rajbhasha
Gaurav Award for outstanding implementation of Rajbhasha by Mumbai-based Ashirwad Literary
Institute.
AUDITORS a. STATUTORY AUDITORS AND THEIR REPORT
The Comptroller and Auditor General of India (CAG) has appointed, M/s K. Gopal Rao
& Co. (Firm Registration Number 000956S) and M/s Raju & Prasad (Firm Registration
Number 003475S) as Joint
Statutory Auditors of the Company for the financial year 2025-26. The Auditors would be
retiring at the conclusion of the Forty Eight Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by Statutory
Auditors, in their report.
The Statutory Auditors for the financial year 2026-
27 will be appointed by the CAG. However, their remuneration is required to be fixed at
the AGM by the members. b. COST AUDITORS AND THEIR REPORT
Your Directors, on the recommendation of Audit Committee, has appointed M/s Diwanji
& Co, Cost Accountants (FRN No.000339), as Cost Auditor to audit the cost accounts of
the Company for the year 2026-27 on a remuneration of
Rs. 2.80 lakh excluding applicable taxes. As required under the Companies Act, 2013,
the remuneration payable to cost Auditor is required to be placed before the members in a
general meeting for their ratification. Accordingly, a resolution seeking
Members' approval for the remuneration payable
M/s Diwanji & Co, Cost Auditor forms part of the notice convening the Annual
General Meeting for their ratification.
The Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company
is required to maintain cost accounting records in respect of certain specified products
and accordingly such accounts and records are made and maintained in the prescribed
manner. Further, the cost accounting records maintained by the Company are required to be
audited.
During the year, the Company filed the Cost Audit Report for the financial year 2025-26
with the Ministry of Corporate Affairs within the prescribed time limit. c. SECRETARIAL
AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed
M/s. Bhandari and Associates, a firm of Company
Secretaries in Practice (C.P. No. 366) to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed as Annexure III and forms an
integral part of this Report.
Observations made by Secretarial Auditor
M/s. Bhandari and Associates, Practising Company
Secretaries, Secretarial Auditor of the Company has made the following observations in
their Secretarial Audit Report: a) i. As per Regulation 17(1)(a) and second proviso to
Regulation 17(1E) of the Listing Regulations and DPE Guidelines, the board of directors
shall have an optimum combination of executive and non-executive directors with at least
one woman director and not less than fifty percent of the board of directors shall
comprise of non-executive directors. The Company did not have requisite number of non-
executive directors for the period from April 01, 2025 to May 08, 2025. ii. As per the
proviso of Regulation 17(1)(a) and second proviso to Regulation 17(1E) of the Listing
Regulations, the board of directors of top 1000 listed entities shall have at least one
independent woman director. The Company was in top 1000 listed entities on the basis of
market capitalisation as at March 31, 2025 and the Company did not have an independent
woman director on its Board for the period from April 01,
2025 to May 08, 2025. iii. As per Regulation 17(1)(b) and second proviso to Regulation
17(1E) of the Listing Regulations and DPE Guidelines, the Chairman being an Executive
Director, at least half of the Board of Directors should be comprised of Independent
Directors and as per section 149(4) of the Act at least one-third of the total number of
Directors shall be
Independent Directors. The Board of Directors comprised of six Directors, constituting
of four Executive Directors (including the Chairman & Managing Director) and two
Nominee Directors (non-executive) and therefore, the Company did not have requisite number
of Independent Directors for the period from April 01, 2025 to March 31, 2026. iv. As per
Regulation 17(2A) of the Listing Regulations, the quorum for every meeting of the board of
directors of the top 2000 listed entities shall be one-third of its total strength or
three directors, whichever is higher, including at least one Independent Director. There
was no Independent Director present in the Board meetings held on April 03, 2025 and April
25, 2025 and hence, requisite quorum was not present in the said Board meetings. b) i. As
per Regulation 18(1)(b) of the Listing Regulations and DPE Guidelines, at least two-thirds
of the directors shall be Independent Directors and as per section 177 of the Act, the
Audit Committee shall consist of a minimum of three directors with Independent Directors
forming a majority. The Audit Committee did not comprise of requisite number of
Independent Directors from April 01, 2025 to May 18, 2025. ii. As per Regulation 18(1)(d)
of the Listing Regulations and DPE Guidelines, the chairperson of the audit committee
shall be an Independent Director. The Audit Committee did not have an Independent Director
as the Chairperson for the period from April 01, 2025 to May 18, 2025. iii. As per
Regulation 18(2)(b) of the Listing Regulations and DPE Guidelines, the quorum for Audit
Committee meeting shall either be two members or one third of the members of the audit
committee, whichever is greater, with at least two Independent Directors. The requisite
quorum was not present in the Audit Committee meetings held on April 03, 2025 and April
25, 2025. c) i. As per Regulation 19(1)(b) of the Listing Regulations and DPE Guidelines
and as per section 178 of the Act, all the directors of the Nomination and Remuneration
Committee shall be non-executive directors. The Nomination and Remuneration Committee
comprised of Whole Time Directors from April 01, 2025 to May 18, 2025. ii. As per
Regulation 19(1)(c) of the Listing Regulations, at least two-thirds of the directors shall
be Independent Directors and as per section 178 of the Act, not less than one-half of the
directors shall be Independent Director. The Nomination and Remuneration Committee did not
have requisite number of Independent Directors for the period from April 01, 2025 to May
18, 2025. iii. As per Regulation 19(2) of the Listing Regulations and DPE Guidelines the
Chairperson of the Nomination and Remuneration Committee shall be an Independent Director.
The Nomination and Remuneration Committee of the Company did not comprise of an
Independent Director as the Chairperson for the period from April 01, 2025 to May 18,
2025. d) As per Regulation 20(2A) of the Listing Regulations, the Stakeholder Relationship
committee shall have at least three directors, with at least one being an Independent
Director. The Stakeholders and Relationship Committee did not comprise of an Independent
Director for the period from April 01, 2025 to May 18, 2025. e) As per Regulation 21(2) of
the Listing Regulations, the Risk Management Committee shall have minimum three members
with majority of them being members of the board of directors, including at least one
Independent Director. The Risk Management Committee did not comprise of an Independent
Director for the period from April 01, 2025 to May 18, 2025. f) As per Section 135(1) of
the Act, the Corporate Social Responsibility committee shall consist of three or more
directors, out of which at least one director shall be an Independent Director. The
Corporate Social Responsibility committee of the Company did not comprise of an
Independent Director for the period from April 01, 2025 to May 18, 2025.
Company's response on observations made by Secretarial
Auditors
The Company's response on observations made by
Secretarial Auditors are as under: a (i) & (ii) Being a Government Company
under the administrative control of the Ministry of Chemicals and Fertilizers, Department
of Fertilizers, Government of India, the Directors of the Company are appointed by the
Government of India.
The Company appointed three Independent Directors, including one Woman Independent
Director, on May 9, 2025. Accordingly, the Company complied with the said Regulation with
the requirement of fifty percent of Board of Directors comprising of Non Executive
Directors and appointment of Woman Independent
Director with effect from May 9, 2025.
(iii) Being a Government Company under the administrative control of the Ministry of
Chemicals and Fertilizers, Department of Fertilizers, Government of India, the Directors
of the Company are appointed by the Government of India.
The Company appointed three Independent Directors, including one Woman Independent
Director, on May 9, 2025, and one Independent Director on September 11, 2025. The Company
has been continuously following up with the Government of India for the appointment of the
remaining Independent Directors.
(iv) Being a Government Company under the administrative control of the Ministry of
Chemicals and Fertilizers, Department of Fertilizers, Government of India, the Directors
of the Company are appointed by the Government of India.
The Company appointed three Independent Directors, including one Woman Independent
Director, on May 9, 2025. Accordingly, the Company complied with the said Regulation with
effect from May 9, 2025. (b) (i) & (ii) Being a Government Company under the
administrative control of the Ministry of Chemicals and Fertilizers, Department of
Fertilizers, Government of India, the Directors of the Company are appointed by the
Government of India.
The Company appointed three Independent Directors on May 9, 2025, and the Audit
Committee was reconstituted on May 19, 2025, by inducting two-thirds of the members as
Independent Directors and appointing an Independent Director as the Chairperson of the
Audit Committee, in compliance with Regulation 18(1)(b) and 18(1)(d) of the Listing
Regulations.
(iii) Being a Government Company under the administrative control of the Department of
Fertilizers, Ministry of Chemicals and Fertilizers,
Government of India, the Directors of the Company are appointed by the Government of
India.
The Company did not have any Independent Directors during the period from April 1, 2025
to May 8, 2025. Pursuant to the appointment of three Independent
Directors on the Board with effect from May 9, 2025, the Audit Committee was
reconstituted on May 19, 2025. Accordingly, the Company has complied with the said
Regulation with effect from May 19, 2025.
(c) (i) & (ii) Being a Government Company under the administrative control of the
Ministry of Chemicals and Fertilizers, Department of Fertilizers, Government of India, the
Directors of the Company are appointed by the Government of India.
The Company appointed three Independent Directors on May 9, 2025, and the Nomination
and
Remuneration Committee was reconstituted on May 19, 2025, by appointing all members as
Non-Executive Directors and ensuring that at least two-thirds of the members are
Independent Directors, in compliance with Regulation 19(1)(b) and 19(1)(c) of Listing
Regulations.
(iii) Being a Government Company under the administrative control of the Ministry of
Chemicals and Fertilizers, Department of Fertilizers, Government of India, the Directors
of the Company are appointed by the Government of India.
Further, the Company appointed three Independent Directors on May 9, 2025, and the
Nomination and Remuneration Committee was reconstituted on May 19, 2025, by appointing an
Independent Director as the Chairperson of the Committee, in compliance with Regulation
19(2) of the Listing Regulations.
(d) Being a Government Company under the administrative control of the Ministry of
Chemicals and Fertilizers, Department of Fertilizers, Government of India, the Directors
of the Company are appointed by the Government of India.
The Company appointed three Independent Directors on May 9, 2025, and the Stakeholders
Relationship Committee was reconstituted on May 19, 2025, by appointing three Directors as
members of the Committee, with at least one member being an Independent Director and the
Chairperson being a Non-Executive Director, in compliance with Regulation 20(2) and 20(2A)
of the Listing Regulations.
(e) Being a Government Company under the administrative control of the Ministry of
Chemicals and Fertilizers, Department of Fertilizers, Government of India, the Directors
of the Company are appointed by the Government of India.
The Company appointed three Independent Directors on May 9, 2025, and the Risk
Management Committee was reconstituted on May 19, 2025, by appointing at least one
Independent Director as a member of the Committee, in compliance with Regulation 21(2) of
the Listing Regulations. f. Being a Government Company under the administrative control of
the Ministry of Chemicals and Fertilizers, Department of Fertilizers, Government of India,
the Directors of the Company are appointed by the Government of India.
The Company appointed three Independent Directors on May 9, 2025, and the CSR Committee
was reconstituted on May 19, 2025, by appointing at least one Independent Director as a
member of the Committee, in compliance with Regulation 135(1) of the Companies Act, 2013 d.
SECRETARIAL STANDARDS
During the year 2025-26, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There have been no material changes and commitments, affecting the financial position
of the Company between the end of the financial year and date of this report. There has
been no change in the nature of the business of the Company.
REPORTING OF FRAUDS
No material fraud by the Company or on the Company has been noticed or reported during
the year. Further, the Auditors in their report for the year have not reported any
instance of fraud committed by the officers/employees of the Company.
INSOLVENCY AND BANKRUPTCY CODE
There are no applications made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016
(31 of 2016) during the year.
ONETIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION
As no settlement has taken place with any of the Bank or Financial Institution during
the financialyear, therefore, no disclosure or reporting is required in respect of the
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 Financial
Institutions.
BANKS AND FINANCIAL INSTITUTIONS
The Company is prompt in making the payment of interest and repayment of loans to the
financial institutions / banks. Banks and Financial Institutions continue their unstinted
support in all aspects and the Board records its appreciation for the same.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of section 134(3)
(c) of the Companies Act, 2013: i] that in the preparation of the annual accounts for the
year ended March 31, 2026, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any; ii] the Directors had
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 the Company as at March 31, 2026 and of the profit of the Company for the year
ended on that date; sufficient iii] thattheDirectorshavetakenproperand 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; iv] the annual accounts have been prepared on a
going concern basis; v] that the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and vi] that the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
CORPORATE GOVERNANCE
As per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on Corporate Governance practices
followed by the
Company, together with a certificate the Practising Company Secretary forms an integral
part of this report.
COMPLIANCE OF CORPORATE GOVERNANCE GUIDELINES ISSUED BY DEPARTMENT OF PUBLIC
ENTERPRISES
DPE, Government of India, has laid down certain parameters for the purpose of grading
the CPSEs on the basis of their compliance with guidelines on Corporate Governance and
this report needs to be submitted to the Government on quarterly/annual basis. The Company
has been complying with the Guidelines on Corporate Governance for CPSEs laid down by DPE
and regularly submits reports to the Government. The Company expects
Excellent Rating' to the Company for the year 2025-26.
INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING
The Company's internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. The Company's internal financial control over financial
reporting includes those policies and procedures that: (1) pertains to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
(2) of provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of Management and
Directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
KEY MANAGERIAL PERSONNEL
The following are Key Managerial Personnel of the Company as on March 31, 2026:
1. Shri Shivakumar Subramaniam [DIN 10784187] Chairman & Managing Director (from
13.02.2026)
2. Shri S. C. Mudgerikar [DIN 03498837], Chairman & Managing Director (upto
31.12.2025)
3. Ms Nazhat J. Shaikh [DIN 07348075], Director
(Finance) & CFO
4. Ms Ritu Goswami [DIN 10463372], Director (Technical)
5. Shri Niranjan S. Sonak [DIN 10926090 ], Director (Marketing) of Compliance from
6. Shri Jai Bhagwan Sharma [FCS 5030], Company
Secretary
CHANGES IN THE BOARD OF DIRECTORS
Shri S. C. Mudgerikar [ DIN 03498837] ceased as Chairman
& Managing Director on the Board of the Company w.e.f.
January 1, 2026.
Shri Shivakumar Subramaniam [DIN 10784187] appointed as Chairman & Managing
Director on the Board of the
Company w.e.f. February 13, 2026.
Ms Nazhat J. Shaikh [DIN 07348075], Director (Finance) has entrusted additional charge
of Chairman & Managing Director from January 1, 2026 to February 12, 2026. Dr. Krishna
Kant Pathak (DIN 08328847) appointed as Government Nominee Director on the Board of the
Company w.e.f. April 21, 2026.
Ms Aneeta C. Meshram (DIN 09781436) ceased as
Government Nominee Director on the Board of the
Company w.e.f. April 17, 2026.
Shri Gopinathan Nair Anilkumar [DIN 09447818] ceased as an Independent Director w.e.f.
May 9, 2026 after completion of his term.
Prof Anjula Murmu [DIN 09565841] ceased as an
Independent Director on the Board of the Company w.e.f.
May 9, 2026 after completion of his term.
Shri Partha Sarathi Ghosh [DIN 09517108] ceased as an
Independent Director on the Board of the Company w.e.f.
May 9, 2026 after completion of his term.
Shri Rajnikant Bhulabhai Tandel [DIN 11916422] appointed as an Independent Director on
the Board of the Company w.e.f. August 31, 2026.
The Board has placed on record their appreciation of the Directors who have ceased to
be members of the Board for the valuable contribution made and the guidance / suggestion
provided by them which has greatly benefited the company.
As per Section 152 of the Companies Act, 2013, Mr. Niranjan S. Sonak [DIN:10926090] and
Ms Aparna S. Sharma [DIN: 07798544] Directors retire by rotation at the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment.
FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company's independent directors are eminent professionals with several decades of
experience in banking and financial services, technology, finance, governance and
management areas and are fully conversant and familiar with the business of the Company.
The Company has an ongoing familiarisation programmes for all Independent directors with
regard to their roles, duties, rights, responsibilities in the Company, nature of the
industry in which the Company operates, the business model of the Company, etc.
All the Independent Directors of the Company have registered their names in the
Independent Directors Databank as required under the Act and the Rules referred therein.
The Independent Directors are also required to take up an online proficiency two years
from the date of inclusion of their name in the Independent Directors databank, unless
exempted from such requirement, under the Act and the Rules referred therein.
Board opined that Independent Directors of the Company has made significant commitment,
effective deployment of knowledge and expertise, integrity and maintenance of
confidentiality and independence of behaviour and judgement.
INDEPENDENT DIRECTOR'S DECLARATION
The Company has received the Certificate from the Independent Directors confirming that
they meet the criteria prescribed for Independent Directors under the provisions of the
Companies Act, 2013 and
SEBI (LODR). The Independent Directors have confirmed that they are registered with the
database maintained by the Indian Institute of Corporate Affairs (IICA) under the Ministry
of Corporate Affairs.
The Company being a Government Company, the power to appoint Directors (including
Independent Directors) vests with the Government of India. The Directors are appointed by
following a process as per laid down guidelines. In the opinion of the Board, the
Independent
Directors possess the desired expertise, experience and integrity. Two (2) separate
meetings of Independent Directors was held on August 7, 2025 & January 24, 2026
without attendance of the non-independent directors and members of management.
COMMITTEES OF THE BOARD
The Company's Board has the following committees: i. Audit Committee ii. Stakeholders
Relationship Committee iii. Share Transfer Committee iv. Nomination and Remuneration
Committee v. Corporate Social Responsibility and Sustainable Development Committee (CSR
& SD) vi. Empowered Committee for Procurement. vii. Risk Management Committee viii.
Empowered Committee for Procurement of Urea on Govt. Account ix. Debenture Allotment
Committee The details of the committees along with their composition, number of meetings
held and attendance of each Director at the meetings are provided in the Corporate
Governance Report.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
As per notification dated June 5, 2015 issued by Ministry selfassessment testwithin of
Corporate Affairs, provision of section 134(3) (e) of the
Companies Act, 2013 regarding disclosure of its policy on Director's appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matter provided under sub- section (3) of section 178
of the Companies Act, 2013 are not applicable to a Government company. participation and
contribution, The Company being a Government company, the above provisions are not
applicable to it. Similarly, section 197 of the Companies Act, 2013 requiring disclosure
of ratio of the remuneration of each director to the median employee's remuneration and
other suchofIndependence details including the name and other particulars of every
employee of the company, who if employed throughout/ part of the financial year, was in
receipt of remuneration in excess of the limits set out in the rules, are not provided in
terms of section 197(12) read with rule 5(1) (2) of the Companies(Appointment and
Remuneration of Managerial Personnel) Rules, 2014, being not applicable to a Government
company as per notification dated June 5, 2015 issued by Ministry of Corporate Affairs.
MEETINGS OF THE BOARD
Thirteen (13) Board Meetings were held during the year. The details of the Board
Meetings held during the financial year 2025-26 are provided in the Corporate Governance
Report.
BOARD EVALUATION
Section 134(3) (p) of the Companies Act, 2013 requires the Company to disclose the
manner in which formal annual evaluation has been made by the Board of its own performance
and that of its committees and individual
Directors. As per notification dated June 5, 2015 issued by Ministry of Corporate
Affairs, provision of section
134(3) (p) of the Companies Act, 2013 shall not apply in case Directors are evaluated
by the Ministry which is administratively in charge of the Company, as per its own
evaluation methodology. The Company, being a Government Company, the performance
evaluation is carried out by the Administrative Ministry (Department of
Fertilizers, Ministry of Chemicals & Fertilizers), Government of India, as per
applicable Government Guidelines. The Company has evaluated the performance of the
Independent Directors for the year 2025-26 as per regulation 17(1) of SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015.
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Particulars of Loans given, Investments made, Guarantees given and Securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the notes to the financial statements
CREDIT RATINGS
The Credit rating assigned by Rating Agencies for the various instruments of the
Company is provided in the Corporate Governance Report.
PARTICULARS OF EMPLOYEES
During the year under review, none of employees of the Company had drawn remuneration
in excess of the limits prescribed under section 134(3) (c) of the Companies Act, 2013
read with Companies (Appointment of Managerial Personnel) Rules, 2014.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The details of Vigil Mechanism/Whistle Blower Policy are provided in Corporate
Governance Report.
RELATED PARTY TRANSACTIONS
All contracts/arrangement/transactions entered by the
Company during the financial year with related parties were in the ordinary course of
business and on arm's length basis. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the
Company at large.
All Related Party Transactions are placed before the
Audit Committee and also before the Board for approval.
None of the Directors has any pecuniary relationships or transactions vis-?-vis the
Company.
The details of the investment in equity made by the Company as on 31st March, 2026 is
as under:
Rs. Crore
|
Rs. Crore |
| 1 FACT-RCF Building Products Limited# |
- |
| 2 Urvarak Videsh Limited |
0.18 * |
| 3 Talchar Fertilizers Limited |
1102.15 |
Total |
1102.33 |
#
Pursuant to approval of the Resolution Plan by the
Hon'ble NCLT, Kochi Bench under the CIRP of FACT-RCF Building Products Limited (FRBL),
the Company's claims stood extinguished and 2, 50,000 equity shares aggregating to Rs. 25
lakh were allotted to the Company.
Consequent to the write-off of investment and advances
(net of shares received), the Company's shareholding in
FRBL stands reduced to 2.5%, and FRBL has ceased to be a related party of the Company.
* Company has made full provision towards the value of investment.
The details of transactions with related parties are provided in the accompanying
financial statements.
There are no transactions to be reported in Form AOC-2.
UNSECURED INTER CORPORATE LOAN
During the year, the Company has provided an unsecured
Inter-Corporate Loan to Talcher Fertilizers Limited (TFL), a joint venture company,
amounting to Rs.233 crore at interest rate of 6-month SBI MCLR plus 0.65%, for a tenure
not exceeding six months repayment option with a notice of 7 days. The said loan, along
with applicable interest, has been fully repaid by TFL in accordance with the terms and
conditions of the agreement.
ISSUE AND REDEMPTION OF OF NON CONVERTIBLE DEBENTURES (NCDS) BONDS ON PRIVATE PLACEMENT
BASIS
The Company has allotted 30,000, Listed, Unsecured,
Rated, Redeemable, Taxable, Non-Convertible Bonds in the nature of Debentures (NCDs) of
face value of
Rs. 1,00,000/- ((Rupees One Lakh only) each, aggregating to Rs. 300 crore (Rupees Three
Hundred Crore only) on private placement basis for cash at par, in dematerialized form
(ISIN: INE027A08036), through BSE Electronic Book Platform (EBP) on June 30, 2025.The NCDs
are for a tenure of Three years, carrying interest @ 7.49% p.a. payable annually. NCDs are
listed on National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE), on the Whole Sale Debt Market
(WDM) Segment. The
Company has appointed M/s SBICAP Trustee Company
Limited as Debenture Trustee for the said debt securities. The Company has allotted
39,500, Listed, Unsecured,
Rated, Redeemable, Taxable, Non-Convertible Bonds in the nature of Debentures (NCDs) of
face value of
Rs. 1,00,000/- ((Rupees One Lakh only) each, aggregating to Rs. 395 crore (Rupees Three
Hundred Ninety Five Crore only) on private placement basis for cash at par, in
dematerialized form (ISIN: INE027A08044), through BSE Electronic Book Platform (EBP) on
September 25, 2025.
The NCDs are for a tenure of Three years and ten months, carrying interest @ 7.60% p.a.
payable annually. NCDs are listed on National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE), on the Whole Sale Debt
Market (WDM) Segment. The Company has appointed
M/s SBICAP Trustee Company Limited as Debenture
Trustee for the said debt securities.
During the year, 5,000, Listed, Secured, Rated,
Redeemable, Taxable, Non-Convertible Bonds in the nature of Debentures (NCDs) of face
value of
Rs. 10,00,000/- ((Rupees Ten Lakh only) each, aggregating to Rs. 500 crore (Rupees Five
Hundred Crore only) on private placement, in dematerialized form (ISIN: INE027A07012),
have been redeemed on August 5, 2025.
DETAILS OF DEBENTURES OUTSTANDING AS ON 31.03.2026
Series |
ISIN |
Issue date |
Maturity |
Tenure |
Rate of Interest |
Issue Size (Rs. In Crore) |
Series I-2024 |
INE027A08028 |
August 7, 2024 |
August 7, 2027 |
3 years |
7.99 p.a. |
300 |
Series I-2025 |
INE027A08036 |
June 30, 2025 |
June 30, 2028 |
3 years |
7.49% p.a. |
300 |
Series II-2025 |
INE027A08044 |
September 25, 2025 |
July 25, 2029 |
3 years 10 months |
7.60% p.a. |
395 |
DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.The Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment.
During the financial year under review, no complaint pertaining to sexual harassment
was received by the Internal Committee and no complaint was pending for disposal as
ontheendofthefinancial . year
DPE MOU COMPLIANCE DISCLOSURES
In compliance with the requirements stipulated under Department of Public Enterprises
(DPE) Circular No. M-03/0006/2024-DPE(MoU) dated March 24, 2026, the information relating
to the key parameters of the Company is furnished hereunder:
A. Information about MoU parameters: a. Achievement against Physical Parameters (where
prescribed in the MoU):
Production |
MoU |
Actual |
Parameter |
Target |
Achievement |
| Urea Production |
30.70 LMT |
21.110 LMT |
| Production |
8.62 LMT |
6.347 LMT |
| of Suphala |
|
|
| [15:15:15] |
|
|
| Production of AN |
2,55,108 MT |
2,05, 838.51 MT |
| Melt |
|
|
| Production of |
37, 037 MT |
10, 105 MT |
| Urea Gold |
|
|
| Production of |
6,000 MT |
294.55 MT |
| PROM |
|
|
b. Expenditure on R&D (including Innovation Initiatives):
The Company incurred expenditure towards Research & Development (R&D) and
innovation initiatives aimed at operational efficiency, upgradation and process
improvement.
Sl No. Particulars |
Amount Rs. in Crore) |
| 1. Capital |
2.90 |
| 2. Recurring |
6.31 |
| 3. Innovation Schemes |
29.14 |
| 4. Total |
38.35 |
| 5. Total R&D expenditure as a percentage |
0.21 |
| of total turnover |
|
| 6 Total R&D expenditure as a percentage |
6.27 |
| of PBT |
|
At Thal Unit, expenditure incurred under innovative initiatives includes schemes like
upgradation of DCS systems, installation of super cup trays in Urea reactor. At Trombay
unit, expenditure incurred under innovative schemes/initiatives for adoption of schemes to
improve reliability & safety, improve energy performance, for schemes implemented in
New Sulphur Coated Urea plant etc.
c. Onboarding on TReDS Platforms:
The Company have undertaken onboarding on Trade Receivables Discounting System (TReDS)
platforms to facilitate timely payments to MSMEs.
TReDS Platform |
Company |
|
Onboarding Date |
| RXIL |
14.05.2018 |
| Invoice Mart/A treds |
10.05.2018 |
| M1 xchange |
11.05.2018 |
| Kredx |
19.03.2026 |
| C2treds |
17.03.2026 |
d. Timely Payments to MSE Vendors (directly or through
TReDS) :
The Company remains committed to timely payment to Micro and Small Enterprises (MSEs)
in accordance with the provisions of the MSMED Act, 2006. Details of procurement and
payment performance during FY
2025 26 are as follows:
Particulars |
Amount (In Crore) |
Percentage of delay to total invoices |
| Total Annual Procurement |
862.00 |
- |
| Value |
|
|
| Total Number of Invoices |
28,485 |
- |
| Total Number of Suppliers |
3047 |
- |
| Amount Pending Beyond 45 |
1.77 |
- |
| Days |
|
|
| Number of Delayed Invoices |
45 |
0.16% |
| Number of Suppliers |
35 |
- |
| Involved |
|
|
e. Procurement through GeM:
The Company continued procurement through the Government e-Marketplace (GeM) platform
in line with Government procurement policies.
Particulars |
Amount |
Percentage |
|
(In Crore) |
|
| Procurement through GeM |
1923.60 |
90.086% |
| Total Procurement |
2135.29 |
100% |
The Company has taken continuous measures to enhance procurement through digital
procurement platforms.
B. Information pertaining to compliance parameters:
Information about procurement from MSEs is updated on monthly basis on the Sambandh
Portal. Details of procurement is as below:
S.N Particulars |
Amount (Rs. in Crore) |
a Procurement from MSEs |
862.00 |
b Total Annual Procurement |
2135.29 |
c Break-up of Procurement from MSEs: |
|
| i) Procurement from MSEs owned by |
10.28 |
| SC/ST entrepreneurs |
|
| ii) Procurement from MSEs owned by |
67.28 |
| women entrepreneurs. |
|
d. Shortfall in MSE Procurement Targets:
In the financial year 2025-26, procurement targets w.r.t procurement from MSEs and from
MSEs owned by women entrepreneurs has been achieved.
However, the target w.r.t procurement from MSEs owned by SC/ST entrepreneurs could not
be achieved due to their limited participation. After taking Board approval, RCF submitted
exemption request to
Department of Fertilizers seeking exemption from compliance of procurements targets
from SC/ST MSEs and requested to recommend the same to the Ministry of Micro, Small and
Medium Enterprises for consideration. e. Health and Safety Initiatives for Human
Resources:
Under Health and Safety initiatives for Human
Resources, Department of Fertilizer has given the target of conducting Internal audit
(twice in a year) and external audit (Once in a year) of ISO 45001 Occupational Health and
Safety Management system.
Accordingly, both units conducted two internal audits and one External audit of ISO
45001 Occupational Health and Safety Management system.
For RCF Trombay Unit, internal audits were conducted from 25th to 27th
June 2025 & from 25th to 27th Nov 2025. For RCF Thal Unit,
internal audits were conducted from 11th to 14th June 2025 &
from 25th to 28th Nov 2025.
Further, for RCF Trombay Unit, external audit was conducted from 23rd to 26th
March 2026 and for Thal Unit external audit was conducted from 14th to 16th
July 2025..
Monetization of Non-Core Assets
In accordance with Government guidelines, the Company has prepared/implemented a
monetization plan for surplus non-core assets including land and buildings, wherever
applicable.
RIGHT TO INFORMATION (RTI)
In order to promote transparency and accountability, an appropriate mechanism has been
set up across the Company in line with the provisions of the Right to Information Act,
2005. The Company has nominated
CPIO/ACPIOs/ Appellate Authorities at its units/offices across the Company to provide
information to citizens under the provisions of the RTI Act.
During the year under review, the Company has received 315 RTI applications out of
which 315 have been replied.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure
IV and form an integral part of this report.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return in Form MGT 7 as on March 31, 2026 is available on
the Company's website on https://www. rcfltd.com/investerrelations/annual-return.
INVESTOR EDUCATION & PROTECTION FUND
(IEPF)
The details of unpaid / unclaimed dividend and shares transferred to the IEPF in
compliance with the provisions of the Companies Act, 2013 has been provided in the
Corporate Governance Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT
Pursuant to Regulation 34 (2) (f) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Business Responsibility Report initiatives taken from an environmental, social and
governance prospective in the prescribed format is available as a separate section of the
Annual Report and forms an integral part of this report.
Business Responsibility Report is also available on the
Company's website www.rcfltd.com.
ACKNOWLEDGMENT
The Board of Directors wish to gratefully acknowledge the valuable guidance and
continued support extended by Government of India and in particular, the Department of
Fertilizers and the Office of Fertilizer Industry Coordination Committee (FICC), Railways,
DPE, Members of MOU Task force, and other Central Government Departments and Agencies.
The Board also wishes to acknowledge with sincere gratitude, the help and unstinted
support from the Government of Maharashtra and other State
Governments, MSEB, MIDC, various Media, Municipal Authorities, Maharashtra Pollution
Control Board, Factory Inspectorate and IBR, Bankers to the Company, Financial
Institutions, Dealers and Customers.
Your Board wishes to acknowledge gratefully, the confidence posed, unstinted support
and suggestions made to the Board by the esteemed Share Owners of the Company. The Board
also wishes to place on record the positive suggestions and guidance provided by the
Statutory Auditors, Cost Auditors, the Office of the
Principal Director of Commercial Audit and Secretarial Auditor.
You Board wishes to acknowledge with sincere gratitude, the help and unstinted support
from Trade Unions &
Officers Association for your unwavering support.
Last but not the least, your Directors take pleasure in placing on record their deep
appreciation of the excellent contribution made by the employees of the Company at all
levels, without which the Company would not have achieved such good performance.