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MANAGEMENT DISCUSSION AND ANALYSIS
Your Directors present their 54th Annual Report together with the
Audited Financial Statements of the Company for the year ended 31st March 2025.
FINANCIAL SUMMARY
(Rs. in Crs)
Particulars |
31.03.2025 |
31.03.2024 |
Revenue from Operations |
3086.33 |
1943.86 |
Other Income |
13.92 |
18.30 |
Total Income |
3100.25 |
1962.16 |
EBITDA |
295.33 |
267.76 |
Finance Cost |
55.04 |
37.98 |
Depreciation & amortization |
37.63 |
38.18 |
Profit Before Exceptional |
202.66 |
191.60 |
Items and tax |
|
|
Exceptional Items |
- |
(48.61) |
Profit Before tax |
202.66 |
142.99 |
Tax expenses |
71.82 |
55.08 |
Profit After Tax |
130.84 |
87.91 |
Net Comprehensive |
(2.64) |
7.81 |
Income / (Loss) |
|
|
Total Comprehensive Income |
128.20 |
95.72 |
Share Capital
As of 31st March 2025, your Company's paid-up equity share capital
stood at Rs. 2,03,64,03,360. There were no alterations in share capital during the year.
Transfer to Reserves
In accordance with Sections 123 and 134(3)(j) of the Companies Act,
2013, no transfers were made to the General Reserves for the year under review.
Dividend
The Board, in alignment with the Dividend Distribution Policy and
financial results, recommended a dividend of Rs. 2 per equity share (20% of face value of
Rs. 10) for FY 2024 25 to the Members for their approval at the ensuing 54th Annual
General Meeting (AGM) to be held on Tuesday, the 23rd September 2025 and subject to
applicable tax deductions. Payment would be made to eligible shareholders as of the Record
Date, fixed by the Board of Directors of your Company.
Operational Overview Urea Production
During FY 2024 25, your Company achieved a total production of 721,051
MT of neem-coated urea, surpassing the Reassessed Production Capacity (RAC) of 620,400 MT
by 100,651 MT.
Effective May 2024, operations transitioned entirely to natural
gas-based processes. There was no scheduled annual shutdown during the year under review.
Ammonia output also reached an all-time high of 430,623 MT, reinforcing its critical role
in urea manufacturing. Your Company is executing Urea modernisation project which would
enhance the capacity of the plant from the present level of 759200 MTPA to 912500 MTPA.
The Engineering activities and equipments ordering have been completed, civil and
mechanical erection activities are in process. It is expected to commission the modernized
Urea Plant on or before July 2026.
Gas Supply Infrastructure
The Reliquefied Natural Gas (RLNG) pipeline from Ennore, Chennai was
successfully commissioned in late 2023, following which Indian Oil Corporation Limited
(IOCL) authorized gas intake. Effective May 2024, your Company transitioned to 100%
sourcing of its feedstock and fuel requirements from natural gas. Supply channels include:
Domestic Gas: Procured from the Ramnad Oil & Natural Gas Corporation fields Imported
Gas: Sourced from the IOCL LNG Terminal located in Ennore, Chennai
Public Deposits
In compliance with Chapter V of the Companies Act, 2013, the Company
did not accept any public deposits during FY 2024 25, and therefore no disclosures are
required under this provision.
Debentures
In September 2023, your Company successfully raised Rs. 50 crores
through a private placement of 5,000 Unlisted, Rated, Senior, Secured, Redeemable,
Non-convertible Debentures of Rs. 1,00,000 each, issued to Vivriti Emerging Corporate Bond
Fund and Vivriti Alpha Debt Fund Enhanced. In line with the agreed terms, the Company has
complied with the financial obligation and the outstanding amount as on 31st March, 2025
is Rs. 23.59 Crores.
Consolidated Financial Statements
Your Company's Consolidated Financial Statements for the financial
year ended 31st March, 2025 have been prepared in compliance with Indian Accounting
Standards (Ind AS) and forms part of the Annual Report.
Financial Statements of Associates and Joint Ventures
As per Section 129(3) of the Companies Act, 2013, read with Rule 5 of
the Companies (Accounts) Rules, 2014, a statement presenting key financial highlights of
the Company's Associate and Joint Venture entities, in Form AOC-1, is appended to the
Financial Statements. Your Company does not have any Subsidiary entities.
Tamilnadu Petroproducts Limited (TPL)
Duringthefinancialyear2024 25, TPL recorded a revenue $PIG from
operations of Rs. 1,826.78 crores, marking an increase from Rs. 1,668.57 crores in the
previous financial year. Net profit stood at Rs. 51.43 crores for FY 2024-25, as compared
to Rs. 42.78 crores in FY 2023 24. An exceptional expense of Rs. 7.55 crores was incurred
during 2024-25, primarily related to material damage and plant restoration, following the
impact of Cyclone Michaung in December 2023. TPL received an ad-hoc insurance payout of
Rs. 26.05 crores, pending the final assessment report from the insurance surveyor.
The fourth quarter of FY 2024 25 witnessed a notable surge in demand
for Linear Alkyl Benzene produced by TPL, aided by supply shortages stemming from plant
maintenance at other facilities. This contributed to improved net realizations, although
domestic pricing remained under pressure from low-cost imports.
Caustic Soda prices were subdued during the first half of FY 2024-25
due to weak demand across certain end-use sectors. On the contrary, prices rebounded
significantly in the second half, largely driven by supply disruptions in the Chinese
market.
The domestic Propylene Oxide (PO) market faced significant challenges
due to the influx of lower-priced imported downstream Polyols. As a result, PO offtake
became a major challenge since Q3 of FY24-25. Nonetheless, a recovery in PO demand is
expected to commence from Q2 of FY 2025 26, subject to market conditions.
The Board of TPL has recommended a dividend of Rs. 1.20 per equity
share of Rs. 10 each fully paid-up for the year 2024-25, subject to the approval of
Members at their ensuing AGM scheduled on 17th September 2025.
Tuticorin Alkali Chemicals and Fertilizers Limited (TFL)
TFL successfully posted profits in all four quarters, breaking a
two-decade streak of financial losses. TFL reported strong annual net profits and a
noticeable uptick in net worth. Modernization efforts are ongoing, and the carry-forward
losses are expected to be fully offset within two years. TFL is advancing its
sustainability agenda by operating exclusively with biomass fuel derived from agricultural
residue and Juli flora. TFL was honored as Runner-Up in the Renewable Material Transition
category at the inaugural Global Symposium and Awards on Resource Efficiency &
Circular Economy held by FICCI in March 2025. During the Financial Year 2024-25, TFL
undertook refurbishment of malfunctioning equipment and installed modern systems,
resulting in its highest production levels in the last 14 years. Key upgrades included
replacing the
DCS with the Yokogawa Centum VP system in the ACL and soda ash plants.
Salt requirements were met primarily through local procurement,
supplemented by a consignment from Gujarat. At the year-end, falling ammonia prices
influenced downward revisions in the prices of soda ash and ammonium chloride.
ISO certifications in quality and environmental management were renewed
by DNV. TFL also
commissioned a CO2 storage system to harness carbon
from external sources, supporting stable productivity and its
environmental goals.
Greenam Energy Private Limited (Greenam)
During the financial year 2024-25, 22.0 MW AC Floating Solar Power
Plant was operated seamlessly by Greenam. Your Company fulfilled regulatory Renewable
Energy obligations by sourcing renewable power from Greenam and also mitigated evaporation
from its water reservoirs. Greenam reported a net profit of Rs. 2.20 Crores and revenues
of Rs. 18.32 Crores for the year. EBITDA reached Rs. 17.00 Crores, representing
approximately 92.79% of total revenue. Energy output totalled 36.66 million units.
Changes in Joint Ventures, Associates & Subsidiaries
During FY 2024 25, there were no additions to or removals from the
Company's list of Joint Ventures or Associate entities. The Company does not have any
Subsidiaries.
Safety, Health and Environment (SHE)
DNV successfully completed the Re-certification Audit of the
Company's Management Systems, including QMS (ISO 9001:2015), EMS (ISO 14001:2015),
and OHS (Occupational Health & Safety) (ISO 45001:2018). All systems were found to be
effectively implemented with zero non-conformities. The certifications remain valid until
January 2026. Periodic medical examinations for employees were also reviewed and found to
meet requisite standards. Your Company maintained its commitment to environmental
stewardship through the planting of approximately 721 tree saplings.
Your Company received operational clearance to run on a mixed feedstock
of Natural Gas and Naphtha, until 31st March 2026. Additionally, permission to commence
modernization of the Urea plant has been granted, targeting a capacity of 912,500 MTPA of
neem-coated urea, alongside sustainable technologies such as CO2 capture, utilization and
a Zero Liquid Discharge system. As at the end of the reporting period, your Company had
achieved an impressive 1,164 consecutive days without any lost-time accidents,
representing 4.05 million man-hours of safe operation. The Health, Safety &
Environment (HSE) policy has been updated to reflect ongoing modernization efforts.
Human Resources and Industrial Relations
Your Company remains unwavering in its dedication to cultivating a
supportive, inclusive, and growth-oriented work environment. A diverse portfolio of
training programs, upskilling initiatives and career development opportunities have been
deployed to ensure employees are equipped with the skills and capabilities aligned to the
Company's strategic vision. This people-first approach fosters individual empowerment
and contributes to the long-term sustainability of the organization.
Throughout the year under review, industrial relations have been
consistently stable and constructive, underpinned by mutual respect, open communication,
and transparent collaboration between management and employees. Your Company continues to
champion a culture of engagement, reinforcing a positive and inclusive atmosphere across
all levels of the organization.
As of 31st March 2025, the total employees on the rolls of the Company
stood at 616 employees. In alignment with its strategic workforce development plan, the
ongoing campus recruitment program has remained a cornerstone for sourcing and nurturing
emerging talent, positioning them for future leadership roles In support of employee
well-being, your Company continues to offer maternity leave benefits to all eligible women
employees, fully compliant with the Maternity Benefit Act, 1961.
Annual Return
In compliance with Section 92 of the Companies Act, 2013, the Annual
Return in Form MGT-7 for FY 2023 24 has been uploaded on the Company's website. The
Annual Return for FY 2024 25 will be duly filed with the Registrar of Companies within the
statutory timeline, following the conclusion of the 54th Annual General Meeting, scheduled
for 23rd September 2025. Once filed, it will be accessible at:
https://www.spic.in/investors/annual-return.
Change in Business Nature
There has been no changes in the nature of the Company's business
operations during FY 2024 25.
Directors and Key Managerial Personnel
The Board's composition is in compliance to the provisions of the
Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, including criteria related to Independent Directors, Woman Director and
directorship limits across listed entities.
1. Effective 8th September 2024, the Board appointed Mr. B. S.
Purshotham and Ms. Latha Ramanathan as Independent Directors for a five-year term, in the
place of Mr. B. Narendran and Ms. Sashikala Srikanth. Members approval for their
appointment was obtained by passing a special resolution at the 53rd Annual General
Meeting.
2. At its meeting held on 13th November 2024, the Board
re-appointed Ms. Rita Chandrasekar as an Independent Director for a second five-year term
commencing 14th November 2024. This re-appointment was subsequently approved by a special
resolution by the Members of the Company passed through Postal Ballot on 8th January 2025.
Your Board confirms that Ms. Rita Chandrasekar continues to demonstrate integrity,
relevant expertise, professional acumen, and maintains independence from Management.
3. The Board of Directors at their Meeting held on 8th May 2025
had appointed Tmt. D Sneha, IAS as an Additional Director on the Company's Board
subject to approval of Members. Pursuant to Regulation 17(1C)(a) of the SEBI (LODR)
Regulations, 2015, the Company initiated the process of obtaining Members' approval
for appointment of Tmt. D Sneha, IAS as Nominee Director through Postal Ballot which
commenced on 24th June 2025. During the e-voting period, pursuant to the letter received
from TIDCO on 9th July 2025, informing about the Resignation of Tmt. D Sneha, IAS, the
Postal Ballot Notice was withdrawn with immediate effect.
4. Effective 22nd May 2025, Selvi. Apoorva, IAS resigned as
Nominee Director representing TIDCO. Effective 9th July 2025, Tmt. D. Sneha, IAS Nominee
of TIDCO, resigned from Directorship.
5. The Board of Directors at their Meeting held on 14th August
2025, recorded the resignations, of Selvi. Apoorva, IAS and Tmt. D Sneha, IAS effective
22nd May 2025 and 9th July, 2025 respectively. The Board expresses its sincere gratitude
to Mr. B. Narendran, Ms. Sashikala Srikanth. Selvi. Apoorva, IAS and Tmt. D Sneha, IAS for
their valuable contributions during their tenure.
6. Effective 14th August, 2025, the Board appointed Thiru. V
Dakshinamoorthy, IAS, representing TIDCO as an Additional Director and his appointment is
subject to approval of shareholders of the Company at the ensuing 54th Annual General
Meeting scheduled to be held on 23rd September 2025.
Mr. E. Balu, Wholetime Director is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible has offered himself for
re-appointment. All current Independent Directors have submitted the requisite disclosures
affirming their eligibility under Section 149(6) of the Companies Act, 2013 and in
accordance with the applicable SEBI Regulations.
Effective 7th February 2025, Mr. R. Swaminathan was appointed as
Company Secretary and Compliance Officer, in the place of Mr. M. B. Ganesh. The Board
places on record its appreciation of the significant contributions by Mr. M. B. Ganesh
during his tenure.
Transfer of Unclaimed Shares to IEPF Authority
In line with Section 124(6) of the Companies Act, 2013 and the IEPF
Rules, the Company had transferred 1,66,454 equity shares to the Investor Education and
Protection Fund (IEPF) covering 1,008 shareholders. At the year-end, 1,64,754 shares
remain unclaimed by 1,003 shareholders.
Escrow Account
A separate suspense escrow demat account has been opened for moving the
shares, if any, required to be transferred beyond 120 days from issuing of Letter of
Confirmation by the Company as stipulated under SEBI Circular dated 30th December, 2022.
As at 31st March, 2024, no shares have been transferred to the said account.
Independent Directors' Familiarization Programme
Independent Directors are regularly updated through structured
familiarization initiatives that cover their roles, responsibilities, business model,
market dynamics, strategic direction and risk landscape. These programs include the
provision of relevant documentation, policies and informative presentations during Board
and Committee meetings.
Details of these familiarization programs can be accessed via:
https://www.spic.in/wp-content/uploads/2025/04/ Familiarization-Programmes-2024-25.pdf
Nomination and Remuneration Policy
Pursuant to Section 178(3) of the Companies Act and the Listing
Regulations, the Nomination and Remuneration Policy is detailed in Annexure I of this
Report.
Remuneration of Directors, KMP & Employees
A comprehensive statement of remuneration for Directors, Key Managerial
Personnel (KMP), and other employees has been enclosed in Annexure II, in accordance with
Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Statutory Auditors
M/s. MSKA & Associates, Chartered Accountants, Chennai (Firm
Registration No.: 105047W) were appointed as Statutory Auditors for a five-year term
commencing from FY 2022 23, holding office from the 51st to the 56th AGM. Their annual
remuneration is Rs. 24 lakhs plus applicable taxes and out-of-pocket expenses, with
authority granted to the Board for revisions during the tenure. For FY 2024 25, the
Auditor's Report on the Standalone and Consolidated Financial Statements contains no
qualifications, reservations, adverse remarks, or disclaimers.
Cost Auditors
M/s. B Y & Associates, Cost Accountants (Firm Registration No.
003498), were appointed to conduct the cost audit of the Company for FY 2024 25. The
Company has duly maintained its cost records in compliance with Section 148(1) of the
Companies Act, 2013, as prescribed by the Central Government. The Cost Audit Report for
the previous fiscal year ended 31st March 2024 was filed within the stipulated timeframe
as required under the Act. In continuation of regulatory compliance, cost accounts and
records for FY 2024 25 have also been maintained. Based on the Audit Committee's
recommendation, the Board at its meeting held on 8th May 2025 re-appointed M/s. B Y &
Associates as Cost Auditors for FY 2025 26, at a remuneration of Rs. 1,75,000/- plus
actual out-of-pocket expenses. The payment of remuneration is subject to Members
approval/ratification at the forthcoming 54th Annual General Meeting.
Secretarial Auditors
Under Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI
Listing Regulations, the Company appointed Ms. B Chandra, Practicing Company Secretary,
Chennai, as Secretarial Auditor for FY 2024 25. The Company complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and approved
by the Central Government.
The Secretarial Audit Report for FY 2024 25 is annexed as Annexure III
and contains no qualifications, reservations, adverse remarks or disclaimers.
In accordance with the amended Regulation 24A, effective from FY 2025
26, shareholders may approve the appointment or reappointment of Secretarial Audit firms
for a maximum of two five-year terms. M/s. B Chandra & Associates, Chennai, has given
their consent and eligibility certificate for appointment and holds a valid Peer Review
Certificate (No. 1711 dated 28th February 2022). The Board, at its meeting on 8th May
2025, has recommended their appointment for a term of 5 years covering FY 2025 26 to FY
2029 30, subject to Members approval at the ensuing AGM.
Directors' Responsibility Statement
In line with Section 134(3) of the Companies Act, 2013, your Directors
affirm that to the best of their knowledge and belief, and based on information provided
by Management: a) The annual financial statements for FY ended 31st March 2025 were
prepared in accordance with Ind AS, with relevant disclosures on material deviations, if
any. b) Accounting policies were applied consistently and judicious estimates made to
reflect a true and fair view of the Company's financial position and performance. c)
Sufficient measures were taken to maintain proper records, safeguard assets, and prevent
fraud and irregularities. d) Financial statements were prepared on a going concern basis.
e) Appropriate internal financial controls were established and found to be adequate and
effective. f) Systems for legal compliance were implemented and operated effectively.
Reporting of Frauds by Auditors
During FY 2024 25, there were no instances of frauds reported by the
Statutory Auditors, Cost Auditors and Secretarial Auditors under Section 143(12) of the
Companies Act, 2013.
Loans, Guarantees or Investments
No loans or guarantees under Section 186 of the Act were extended by
the Company during the year under review.
During the year, the Board of Directors of the Company at their Meeting
held on 16th May 2024, had approved the proposal to invest in the Equity Shares of M/s
Green Infra Renewable Energy Generation Private Limited (GIREGPL), M/s Green Infra
Renewable Energy Projects Limited (GIREPL) and M/s Green Infra Wind Energy Generation
Limited (GIWEGL) (SEMBCORP Group), for value not exceeding Rs. 11,25,00,000/-
in order to qualify as captive user of power under Electricity Rules, 2005. Pursuant to
this arrangement, your Company entered into a Share Subscription cum Shareholders
Agreement dated 24th September 2024. As on the date of this report, pursuant to the
Agreement, your Company invested 14,98,447 equity shares of Rs.10 each at par in GIREGPL
offered on rights basis on 19th February, 2025, 16,85,753 equity shares of Rs. 10 each at
par in GIREPL offered on Private Placement basis on 5th May 2025 and 48,03,200 equity
shares of Rs. 10 each at par in GIWEGL offered on Private Placement basis on 13th June
2025.
Corporate Social Responsibility (CSR)
A CSR Committee has been constituted, and the Company has a CSR Policy
aligned with the Companies Act. Although there is no mandatory spending obligation due to
profit criteria under Section 198, the Company has voluntarily undertaken initiatives for
societal development. These are detailed in Annexure IV. The policy is available at:
https://www.spic.in/wp-content/uploads/2021/02/ Corporate-Social-Responsibility-Policy.pdf
Related Party Transactions
All Related Party Transactions for FY 2024 25 were undertaken in the
ordinary course of business and at arm's length. There are no contracts or
arrangements requiring disclosure under Sections 188(1) and 134(h) of the Companies Act in
Form AOC-2, which is attached as Annexure V. Details of transactions with any persons or
entities belonging in the Promoter/Promoter Group holding 10% or more equity stake in the
Company are disclosed in Note No. 38 of the Notes to Accounts in accordance with Ind AS.
Material Changes and Commitments
No material changes or commitments impacting the Company's
financial position occurred between the close of FY 2024 25 (i.e., 31st March 2025) and
the date of this
. Report.
Energy Conservation, Technology Absorption, and Foreign Exchange
Earnings/ Outgo Energy Conservation
Your Company has instituted a dedicated internal audit team to drive
initiatives focused on reducing energy consumption, enhancing operational reliability, and
strengthening process safety. Key accomplishments include: Replacement of the High
Temperature Shift Converter catalyst, resulting in lower CO slippage and improved plant
efficiency Ongoing steam audits with prompt replacement of faulty steam traps Deployment
of real-time energy monitoring across critical process parameters Implementation of
preventive maintenance strategies to mitigate risks of major equipment failures Regular
inspections to detect and rectify leakages and inefficiencies Periodic tuning of fired
heaters and furnaces to maintain optimal air-fuel ratios Gradual rollout of
energy-efficient LED lighting systems across operational zones
Technology Absorption
Nil
Foreign Exchange Earnings and Expenditure
During FY 2024-25, your Company recorded foreign exchange transactions
as detailed below:
(Rs. in lakhs)
Particulars |
FY 2024 25 |
FY 2023 24 |
Foreign Exchange Earnings |
145.20 |
20.17 |
Foreign Exchange Expenditure |
432.55 |
1364.26 |
Internal Financial Controls and Risk Management
Your Company has instituted a comprehensive framework of internal
financial controls designed to oversee operational workflows, ensure precision in
financial reporting and maintain compliance with applicable Regulations. These controls
undergo regular evaluations by both Internal and Statutory Auditors, with their findings
reviewed by the Audit Committee. Any identified gaps are promptly addressed through
structured corrective actions and defined timelines. The Committee also assesses the
Internal Auditor's reports covering key business processes and accounting practices.
Risk management remains a core component of the Company's
governance structure. In alignment with SEBI Listing Regulations, a dedicated Risk
Management Committee has been constituted and a detailed Risk Management Policy has been
adopted. This policy facilitates systematic identification of business risks and
prescribes appropriate mitigation strategies. The Board reviews the Risk Management Report
at periodic intervals to monitor emerging risks and the effectiveness of ongoing
mitigation efforts.
Significant Legal Orders
No significant or material orders were passed by any regulatory
authority, court or tribunal that could adversely impact the Company's going concern
status or its future operations.
Insolvency and Bankruptcy Proceedings
As of 31st March 2025 and through the date of this report, there have
been no applications filed or proceedings initiated against the Company under the
Insolvency and Bankruptcy Code, 2016.
One-Time Settlement and Loan Valuation Disclosure
No one-time settlements or loan valuations differing in amount were
undertaken during the year. Hence, no disclosures are required under this clause.
Corporate Governance
The Corporate Governance Report for FY 2024 25, along with a Compliance
Certificate issued by M/s. B Chandra & Associates, Practicing Company Secretaries,
certifying adherence to SEBI's corporate governance norms, forms an integral part of
this Annual Report.
Business Responsibility & Sustainability Report
In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015,
the Business Responsibility & Sustainability Report for the Financial year ended 31st
March 2025 forms an integral part of this Annual Report.
Board, Committees & Director Performance Evaluation
The Company follows a structured mechanism for evaluating the
effectiveness of its Board, Committees, individual Directors, and the Chairperson.
Independent Directors' Meeting (28th March 2025): Evaluation of
Non-Independent Directors, the Board as a whole and the Chairperson, including an
assessment of the quality and timeliness of information shared with the Board.
Board Meeting (14th August 2025): Comprehensive review of Independent
Directors and performance of the entire Board and its Committees. Evaluation criteria
included active involvement, strategic input, understanding of business dynamics, and
effectiveness in Committee roles.
Meetings of the Board and Audit Committee
Details regarding the number of meetings held, along with composition
of the Board and Audit Committee, are provided within the Corporate Governance Report.
Policy Framework Material Subsidiary Policy
The Policy on Material Subsidiary, approved by the Board in accordance
with SEBI Listing Regulations, is accessible at:
https://www.spic.in/wp-content/uploads/2021/02/ Determining-Material-Subsidiary-Policy.pdf
Related Party Transactions Policy
In compliance with the Companies Act, 2013 and SEBI Listing
Regulations, your Company has adopted a Policy on Related Party Transactions. This policy
ensures transparency and governance in dealings with related parties. The complete
document is accessible at: https://
www.spic.in/wp-content/uploads/2025/04/Policy-on-Related-Party-Transactions-2.pdf.
Insider Trading Policy
Your Company has implemented a Code of Conduct to prevent Insider
Trading, governing the trading of securities by Directors and designated employees. This
policy is in line with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended. Details are available at:
https://www.spic.in/wp-content/uploads/2021/02/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-UPSI1.pdf.
Policy on Prevention of Sexual Harassment (POSH)
Your Company maintains zero tolerance for any form of sexual harassment
in the workplace. In line with the POSH Act, 2013, a dedicated Internal Complaints
Committee oversees the enforcement of this policy and ensures compliance with relevant
rules and procedures.
Status of POSH complaints for FY 2024-25:
Complaints received: Nil Complaints resolved: Nil Cases pending over 90
days: Nil
Vigil Mechanism
As per Section 177 of the Companies Act, 2013 and SEBI Listing
Regulations, your Company has instituted a Vigil Mechanism and Whistle Blower Policy. This
framework enables Directors and employees to report genuine concerns, including
unauthorized disclosures of Unpublished Price Sensitive Information (UPSI). Full details
are available at: https://www.spic.in/wp-content/uploads/
2021/02/Whistle-Blower-Policy-and-Vigil-Mechanism-24.03.2020.pdf
Dividend Distribution Policy
The Company has framed its Dividend Distribution Policy in accordance
with the SEBI (LODR) Regulations, 2015 (Second Amendment dated 5th May 2021). It outlines
the principles for declaring dividends, maintaining consistency and transparency. The
policy is available at: https://
www.spic.in/wp-content/uploads/2021/08/Dividend-Distribution-Policy.pdf
Management Discussion and Analysis Industry Overview
India's 2024 monsoon season concluded with 108% rainfall as
compared to the Long Period Average (LPA), marking the highest occurrence of heavy
rainfall events in the last five years. These extreme weather patterns have had a
pronounced impact on crop productivity, posing significant challenges to agricultural
stability.
Cropped Area Growth (YoY):
Kharif: +14.11% Rabi: +5.92%
Production Trends:
Increase:
Food grains: +4.40% Oilseeds: +8.07%
Decrease:
Sugarcane: 3.99% Cotton: 9.52% Jute: 10.20%
Major contributors to the decline in cash crop production include
erratic rainfall and shifting crop preferences by farmers. Despite a 2% reduction in
domestic production and a 20% drop in imports, Urea availability remained stable, buoyed
by carryover stocks from the previous year. Consequently, total sales increased by 8% from
35.78 million tonnes to 38.79 million tonnes.
Services Extended to Farmers
Your Company continued to actively support farmers by promoting
enhanced cultivation methods, soil health management, integrated nutrient and pest
management techniques aimed at minimizing residual deposits on soil, crops and harvests.
Key Initiatives Undertaken:
1. Direct Benefit Transfer (DBT) in Fertilizers Serving as the
Lead Fertilizer Supplier (LFS) for Tamil Nadu and Puducherry, the Company facilitated the
effective implementation of DBT by encouraging consistent usage of ePOS devices at retail
outlets. o Awareness campaigns were conducted for farmers o Retailers received
capacity-building training, in collaboration with Agricultural Department and National
Informatics Centre (NIC) o A total of 12,673 ePOS devices were deployed across both
states.
2. Pradhan Mantri Kisan Samridhi Kendra (PMKSK)
Through 2,473 PMKSK centers across Tamil Nadu, Puducherry, Kerala,
Karnataka, Andhra Pradesh, Telangana and Maharashtra, the Company provided: o Soil and
irrigation water testing facilities o Training on soil-based nutrient management and
integrated pest control o Information on welfare schemes of the Government of India and
respective State Governments.
3. Mobile Soil Testing Lab Services (MSTL) Extending soil
testing services to farmers in Tamil Nadu, Karnataka and Andhra Pradesh, the Company
promoted: o Agronomic practices based on soil health reports o Emphasis on organic inputs
to preserve soil fertility and improve crop yield.
4. Farmer Training Programs Conducted both in-house sessions at
the Tuticorin Training Centre and outreach programs across Tamil Nadu, focused on: o
Upskilling progressive farmers o Demonstrating sustainable farming techniques.
5. Model Integrated Agriculture Farm A fully functional
integrated demonstration farm at Tuticorin showcases: o High-value crops o Medicinal
plants o Mushroom cultivation o Livestock management This initiative illustrates the
benefits of integrated farming for maximizing agricultural returns.
6. Pannai Cheythi Malar Bimonthly Tamil Magazine
Features relevant articles on sustainable farming, new agricultural
technologies and farmer success stories across the state. It serves as a valuable
knowledge-sharing platform to improve farm productivity.
Outlook for FY 2025 26 Monsoon & Urea Demand Forecast
India is expected to receive 5% above normal rainfall this year
(historical average: 87 cm). The Economic Survey 2025 projects a 3.8% growth in the
agriculture sector, driven by favorable climatic conditions and increased foodgrain
output.
To meet anticipated higher demand, domestic urea production is expected
to reach approximately 33 million tonnes, thereby reducing reliance on imports. This will
be supported by ongoing greenfield and brownfield projects, and through substitution of 20
25 lakh tonnes of conventional urea with Nano Liquid Urea during top dressing.
Nano Urea Adoption & Research
Nano Urea, introduced by IFFCO in 2021, is a liquid formulation
containing 4 14% nitrogen intended to replace conventional prilled or granular urea.
Despite its potential, adoption remains limited due to: Nutrient instability Compatibility
issues with agrochemicals Higher application cost Inconsistent crop performance As urea
constitutes approximately 82% of nitrogenous fertilizer consumption in India, the
Government is encouraging fertilizer producers to transition towards Nano Urea.
Accordingly, National Fertilizers Limited (NFL) and Rashtriya Chemicals and Fertilizers
Limited (RCF) have entered NDAs and MoUs with IFFCO to adopt Nano Urea manufacturing
technologies.
Your Company has partnered with Tamil Nadu Agricultural University to
conduct field trials comparing the efficacy and phytotoxicity of Nano Urea versus SPIC
Prilled Urea, specifically in paddy cultivation. These studies will also evaluate economic
viability and inform strategies for deploying Nano Technology in nutrient delivery
systems.
All-India Urea Production, Imports, Supplies and Sales
A comparative analysis of urea production, imports, distribution and
sales across India for the current and previous financial year reflects the evolving
dynamics in fertilizer demand and supply. The data underscores industry efforts to improve
self-reliance through increased domestic production and better inventory management.
Tissue Culture Business
Your Company continues to expand its tissue culture operations in
Coimbatore by cultivating and supplying seven premier banana sapling varieties to farmers
in Tamil Nadu, Karnataka and Andhra Pradesh using advanced plant tissue culture
techniques.
Highlights include:
Modernization of the tissue culture facility to enhance operational
efficiency Accreditation from the Department of Biotechnology with NCS TCP certification
Ongoing research into cost-effective propagation protocols for high-value crops, including
medicinal and ornamental plant species.
Key Financial Ratios Year-on-Year Comparison
Significant changes (25% or more) in key financial ratios for FY 2024
25 as compared to the previous year are outlined below:
| Ratios* |
2024-25 |
2023-24 |
Reasons for change |
Debt-Equity Ratio |
0.32 |
0.49 |
Improved profit margins post flood-related
disruptions in prior year |
Debt Service Coverage |
2.51 |
0.89 |
Enhanced operating income leading to
improved debt servicing capability |
Net Capital Turnover |
-149.23 |
-723.06 |
Better revenue performance coupled with
tighter working capital control has improved capital efficiency |
* The accounting ratio are given under Note: 51 of the Standalone
Financial Statements.
Operational Challenges Sale of Urea Outside ePOS Potential Risks:
Delays in concession bill submissions Possibility of stock diversion
for non-agricultural usage Elevated closing balances in ePOS systems that restrict market
supply
Mitigation Measures:
Deployment of field-level personnel to monitor product movement up to
retail counters Implementation of tech-enabled real-time inventory tracking across all
tiers of the distribution network institutions, wholesalers, dealers, and retailers
Adoption of the SUBSIDEX software platform to enable stock correction, streamline supply
flow, and drive timely liquidation through promotional initiatives Removal of habitual
defaulters from the Company's dealership network These measures have significantly
optimized the subsidy cycle and ensured more accurate market forecasting.
Acknowledgement
Your Board extends its sincere gratitude to the following stakeholders
for their continued guidance and support:
Department of Fertilizers
Ministries of Chemicals and Fertilizers, Petroleum and Natural Gas,
Agriculture, Shipping, and Corporate Affairs State Governments including Tamil Nadu Tamil
Nadu Industrial Development Corporation Ltd. Tamil Nadu Generation and Distribution
Corporation Ltd.
Indian Oil Corporation Limited Oil and Natural Gas Corporation Limited
Financial institutions, partner banks and other lending institutions.
The Directors thank the shareholders for their continued support.
The Board also acknowledges and deeply appreciates the dedication and
commitment of every employee of the Company.
|
For Southern Petrochemical |
|
Industries Corporation Limited |
Place : Chennai |
Ashwin C Muthiah |
Date : 14th August 2025 |
Chairman |
#MDEnd#