Madras Fertilizers Ltd

The Shareholders Madras Fertilizers Limited

Your Directors have pleasure in presenting herewith the 59th Annual Report together with the Balance Sheet as at March 31, 2025 and the Statement of Profit & Loss for the year 2024-25.

Cr

The overall sales of the Company are increased by 313.43 Cr around 14% (FY 2024-25 2541.85 Cr as against the FY 2023-24 2228.42 Cr). The Company has made profit after tax of 64.25 Cr as compared to Rs. 5.56 Cr in the previous year.

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

The Company does not propose to declare any Dividend to shareholders during the fiscal 2024 on account of accumulated losses as on 31.03.2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 ("SEBI Listing Regulations") is available on the Company's website at_www.madrasfert.co.in.

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

The is no change in the paid-up share capital of the Company. The Paid-up Equity Share Capital of the Company as on March 31,2025 is 162.14 Crores.

Your Company has taken adequate measures for improvement in reliability, productivity and safety of the plants leading to improved performance during the year. The major highlights are:

Highest Neem Coated Urea production, since inception: 528,400 MT (Previous best: 519,800 MT during 2022-2023).

Lowest Urea Specific Energy Consumption (SEC), since inception: 6.875 GCal/MT (Previous best: 7.370 GCal/MT during 2021-2022).

Highest Urea Plant capacity utilization : 109% (Previous best: 107% during 2022-2023) with 291days of plant operation over 100% capacity during the FY 24-25

Highest Ammonia production, since inception: 326,260 MT (Previous best: 301,182 MT during 1999-2000).

Lowest Ammonia Specific Energy Consumption

(SEC), since inception: 9.271 GCal/MT (Previous best: 9.981 GCal/MT during 2021-2022).

Anhydrous Ammonia of quantity 21209.34 MT sold to vendors thru Road Tankers which is the highest ever, since inception.

At the close of Mar 31, 2025, 231 days were completed without any lost time accident covering 0.54 Million Man-hours.

Adequate arrangements are done to counter the Water crisis during the FY 24-25.

There is a compelling need for self-sustainability in fertilizer production under Atmanirbhar Bharat to reduce dependency on imports. The Company has drawn up a road map for establishment of a New Greenfield Ammonia/Urea Complex with a capacity of 1.30 MTPA of Urea. The Pre-Feasibility Report (PFR) is approved by your Board and the Company is in the process of obtaining approval form Govt. of India for inclusion under New Investment Policy (NIP) 2012 for going ahead with Detailed Project Report (DPR) and selection of financial module for the project. This will open up for new investment with better return while ensuring food security.

Further, to augment additional revenue, your

Company is examining the feasibility of diversification of business by way of setting up of environmental friendly Pollution free Modern Business Park in its like land situated at Guindy. Business diversification

Trading of fertilizer products will improve the bottom line of the company.

Sold 5,22,932 MTs of NC Urea, which is the 2nd highest since revamping of Urea plant against the previous best of 5,29,879 MT during 2022-23.

Even though there is a decrease of 3.69% in consumption of NC Urea witnessed in Southern states, the Market Share for of MFL in its Marketing territory marginally increased to 8.32% against the CPLY of 6.57%. (Total consumption 62,81,436 MT in 2024-25 and 65,13,220 MTs in 2023-24)

96% of the products delivered to dealers directly from Railhead without moving to warehouse, which sizably reduced the inventory carrying cost.

Point of Sale (PoS) of NC Urea for the year 2024-25 is at par with invoiced quantity and the closing PoS inventory as on 31.03.2025 is 32,312 MTs, which is only 6.1 % as carry forward quantity.

Bio Pesticides & Organic Products Sales:

Sold 1,43,730 ltrs of Environmental friendly Neem pesticide, which is the 2nd highest since introduction against the previous best of 1,57,420 ltrs during 2022-23.

Under Basket approach, Sold 15,982 MTs of Organic Manure, which is All-time high and 49% increase over previous best of 10,740 MTs during 2023-24.

In addition to Organic Manure, Under "Swachh Bharat Mission" MFL continues to market City compost, a product from Municipality/City waste and sold 9,996 MTs.

MFL join hands with the Government of India's visionary initiative PM-PRANAM (PM Programme for Restoration, Awareness, Nourishment and Amelioration of Mother Earth) with the objective to promote ‘Reduction in excess use of chemical fertilizers & increase awareness on balanced fertilizer use', started marketing two more Organic products namely FOM & PROM during 2024-25 and sold 1238 & 1755 MTs respectively.

• With the addition of two more Organic products, MFL achieved an All-time high volume sale of 28,971 MTs of combined Organic products, which is 31.4% higher than the previous best of 22,047 MTs recorded during 2023-24.

Marketing Department has successfully ventured into new avenues of Marketing Anhydrous Ammonia, the excess available after captive use by identifying Industrial vendors and sold 21,209 MTs.

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

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

All the MFL dealers Geo-coordinates were mapped under the PM-GATI SHAKTHI scheme for generating master plan to multi nodal connectivity.

Per directions of Government of India – Department of Fertilizers towards promoting the Objective of

"Reducing the use of Chemical Fertilizers & increase the usage of Organic Fertilizers, MFL planned to organize 120 numbers of KISAN

SANGOSHTHI under PM PRANAM (PM Programme for Restoration, Awareness, Nourishment and Amelioration of Mother Earth) across southern states during Feb'2025- Jan'2026 @ 10 programs/ month to create awareness on FOM & PROM products and emphasis the balanced fertilization & more usage of Organic products.

Continuously conducting field demos, Exhibitions,

Government Contact Programs, Dealer Training Programs for all the Organic products like FOM, PROM, OM & City compost to use as alternate fertilizers to promote the concept of "Integrated Nutrition" to Soil.

Community Radio (CR) can play an effective role in valuable Information dissemination, Education and Communication (IEC) for generating awareness to farmers. MFL have structured andbroadcasted180 programsduringtheyear2024-25 propagating the balanced use of fertilizers, organic farming and other agriculture topics in collaboration with Anna community Radio, Department of Media Sciences, Anna University, Chennai in line with Government of India vision of achieving self-reliance in fertilizer sector in the country for sustainable agricultural growth and intends to create awareness about various programs and schemes viz. PM – PRANAM, balanced use of fertilizers and nutrient management.

MFL is regularly updating the various Agro service programs coming under PM-PRANAM like Field demonstration of Vijay FOM, Vijay PROM, Vijay City Compost & Vijay Organic products, Kisan Sangoshthi, Community Radio Programs in the Social Media platforms like Facebook, YouTube, X-handle, Linked-

In, Instagram & WhatsApp so as to reach maximum farmers to know the benefits of Organic fertilizers and

Balanced Use of Fertilizers.

MFL's Marketing personnel have contacted 23167 numbers of farmers during the year and continuously imparted knowledge to farmers on use of eco-friendly products for Soil health, Soil fertility, Soil vitality and balanced fertilization (Integrated Nutrient Management). Method demonstrations for all the Organic Products viz., Organic Manure, City compost, FOM & PROM and farmer seminars were organized in coordination with State/Central Agricultural extension departments.

Under Corporate social responsibility towards farming community, during the year 2024-25, Marketing personnel collected 4020 numbers of soil samples, got analyzed and communicated to the farmers about the micro & macro nutrient recommendations of various crops.

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

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

Office at Chennai.

Regular preventive vigilance activities such as Scrutinizing of Tender Files, Surprise checks, Vigilance clearance for administrative decisions, Periodic Vigilance Reports like preparation of Agreed List of Officers, List of Officers of

Doubtful Integrity are submitted to Department of Fertilizers regularly. The working of vigilance wing of MFL is based on a proactive, participative and focused approach.

As part of Preventive Vigilance, efforts are made to keep a watch on the various activities through regular inspections and surprise checks. Systemic improvements and corrective actions are suggested wherever necessary. Vigilance Department has focused on spreading awareness on rules/ regulations and procedures. Efforts are made to ensure speedy Redressal of the complaints. Tender documents have been made more objective. Transparency in existing system of dealing with the Dealers / Vendors has been enhanced by adopting e-procurement and e-payment. Vigilance Department has also guided the organization in an era of e-clearances for issuing NOC for various purposes to the employees superannuating and visiting abroad. MFL observed Vigilance Awareness Week 2024 (VAW-2024)

"Culture of Integrity for Nation's Prosperity" from October 28, 2024 to November 03, 2024. Banners, Posters, Display Boards related to Vigilance Awareness were displayed at various vantage points in the

Company premises and all the Regional Offices situated all over South India highlighting the theme of Vigilance Awareness Week. On October 28, 2024, Integrity Pledge was administered to all the employees at 1100 hours by CMD in the presence of CVO at the Company's Administrative Building and the other employees from Plant and Regional offices took pledge at their respective work place. A link was provided in the Company's web site, to facilitate Citizens and Corporates to access the CVC website for taking e-Pledge. In MFL's Website, Vigilance Awareness Theme pop-up message has been displayed during campaign period and VAW 2024 Theme was printed in Employees' Monthly and Supplementary Payslip's during three months campaign period. On 25/09/2024, Workshop on "Ethics & Governance" was conducted by Shri Dr. K D Balaji, Assistant Professor, SRM Institute of Science and Technology at MFL Training Centre in the forenoon session as part of VAW 2024 activities. Around 25 employees, trainees etc., have actively participated in the workshop.

On 28/10/2024, Workshop on ‘Cyber Hygiene and Security" has been conducted by Mr Saithu Mohammed, Assistant Professor, SRM Institute of Science and Technology at MFL Training Centre in the afternoon session as part of VAW 2024 activities. Around 23 employees, trainees etc., have actively participated. DGM-Production Organised Vendor Awareness Programme on "VAW 2024 Theme" on 28/10/2024 at MFL Technical Services Conference Hall for contractors/vendors and explained them about the importance of moral values, ethics and governance.

Essay Writing Competitions in Tamil, Hindi & English and Drawing & Painting/Poster Making Competitions were held for Employees as well as Trainees, Contract Employees & Apprentices at MFL on 23/10/2024 & 25/10/2024. Further, Employees as well as Contract Employees, Trainees and Apprentices were asked to write slogans in Tamil, Hindi and English on VAW 2024 theme.

As a first ever initiative, On-line Quiz programme was organized for Head Office and Regional Offices' Employees by providing the link in MFL website commencing from 28/10/2024 - 11.00 am to 29/10/2024 - 5.00 pm. Around 104 Employees enthusiastically took part in the Quiz Program in a short span of two days. Competitions viz., Essay Writing in in both English and Tamil, Oratorical competition (Tamil) and Drawing / Painting were conducted at the neighbouring Government High School located at Old Nappalayam, Chennai on 29/10/2024.

Similarly covering all the Regional Offices, competitions viz., Quiz, Essay Writing, Rangoli etc., were conducted at various Schools and Colleges located at Regional Offices.

Altogether, around 800 Students participated during Vigilance Awareness Week campaign. Walkathon: In Trichy Region, a Walkathon was conducted at Jamal Mohammed College, Trichy by M&D Officials on

25/10/2024 and around 37 Students participated. The program was started by taking the Integrity Pledge and at the time of Walkathon, students were holding placards, banners and MFL stickered caps and also chorused slogans and proverbs against corruption. Gram Sabha: In Bangalore Region, a Grama Sabha program was conducted at N R Kalyana Mandapa, Bannur,

T Narasipura Taluk, Mysore District by M&D Officials on

29/10/2024. Local News reporters were also present in the program, and the news of the program was widely published through print media and in local Kannada news channels. Around 80 farmers participated in the program. Dealers Meet: At Vellore Region, Dealers Meet was conducted at Aandal Singaravelu Thirumana Mandabam,

Thiruvannamalai by M&D Officials on 05/11/2024 and around 90 dealers participated in the program. An In-house journal "Harvest" has been published by M&D Group during the Month of November 2024 covering VAW

2024 activities undertaken at all Regional Offices.

In the concluding session of the Vigilance Awareness Week, Prizes were distributed to the competition winners by CMD along with CVO at Head Office Chennai on 28/11/2024.

Photos covering all the VAW 2024 activities have been uploaded in MFL Website and also in Social Media.

Integrity Pact: Quarterly Review Meetings were held with two IEMs, viz. Shri Aditya Kumar Mittal, IRSE (Retd.) and Shri Ashwani Kumar Mehta, IRS (Retd.) through Video Conference / in person. Since, the tenure of Shri Aditya Kumar Mittal was ended on December 21, 2024, and also the tenure of Shri Ashwani Kumar Mehta, IRS (Retd.) was ended on July 22, 2025. On request, CVC has appointed Shri. B.Ravichandran IRS (Retd.) and Shri. M J Joseph ICAS (Retd.) as Independent External Monitor (IEM) with effect from April 24, 2025.

The total strength of MFL as on 31.03.2025 is 402 against 435 as on 31.03.2024.

285 employees and 145 contract workers have been trained during the year 2024-25 on Technical and Life Skills.

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

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

Rs.50,000/- each was granted to MFL's, Dr Ambedkar SC/ST Employees Welfare Association and MFL's SC/ ST Employees welfare Association for celebrating Dr. Ambedkar Jayanthi during the FY 2024-25.

To handle the grievance of SC / ST employees, the following are in existence SC / ST Cell Internal Grievance Committee (IGC) for SC and ST separately

A Liaison Officer for SC / ST employees

Rs.50,000/- was granted for celebrating birthday of Thanthai Periyar E V Ramasamy for the FY 2024-2025

To Handle the grievance of OBC employees, the following are in existence

OBC Cell

Internal Grievance Committee (IGC) for OBC employees

A Liaison Officer for OBC employees

The target fixedby Department of Official Language for letter correspondence in Hindi and other implementation programs are being taken care of. Hindi Fortnight was celebrated at

Head Office and Regional Offices. Various competitions were organized through online and prizes were distributed during the year 2024-25.

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

MFL being a Government Company, all appointments in the Board are made by the Government of India, Ministry of Chemicals and Fertilizers, Department of Fertilizers. The performance of Directors are evaluated by the Ministry of Chemicals & Fertilizers, Department of Fertilizers, Government of India. As per Government of India, Ministry of Corporate Affairs notification dated 5th June 2015, clause

(e) and (p) of sub-section 3 of Section 134 of Companies Act 2013 relating to appointment, remuneration and Annual evaluation of Board on its performance are not applicable to MFL. However, the company is evaluating the performance of its Directors as per the guidelines issued by SEBI.

During the year 2024-25, 4 meetings of the Board of Directors were convened and held. The details of the meetings of the Board of Directors are given in the report on Corporate Governance, which is part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013.

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

The details of ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief

Executive Officer, Chief Financial Officer and Company Secretary in the financial year as required to be disclosed in pursuant to Rule 5 (1) is provided in Annexure A.

1. The Government of India as per Government Order notification No.95/1/2019-HR-PSU (Part 2) (e-31042) dated July 17, 2025 has appointed Shri Amar Kushawha (DIN 112111580.) Director for a period of three years, with immediate effect, or on co-terminus basis to his posting in the Dept. of Fertilizers, or until further orders, whichever is earliest. The Board has recommended the Members to appoint him as the Director of the Company in the 59th Annual General Meeting of the Company.

2. The Government of India as per Government Order notification No.95/01/2025-HR-PSU (e-38759) dated

April 17, 2025 has appointed Shri Alok Kumar Agrawal

(DIN 09395495) as Non-Official Independent Director for a period of one year, with effect from the date of notification of appointment, or until further orders, whichever is earlier. The Board has recommended the Members to appoint him as the Director of the Company in the 59th Annual General Meeting of the Company.

3. The Government of India as per Government Order notification No.95/01/2025-HR-PSU (e-38759) dated

April 17, 2025 has appointed Shri Sanjay Vishnu Shetye

(DIN 01089380) as Non-Official Independent Director for a period of one year, with effect from the date of notification of appointment, or until further orders, whichever is earlier. The Board has recommended the Members to appoint him as the Director of the Company in the 59th Annual General Meeting of the Company.

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state that 1. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards (Ind AS) had been followed along with proper explanation relating to material departures.

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit and loss of the company for that year; 3. the directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

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

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

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

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

As provided under Section 92 (3) of the Act, the form MGT-7 Annual Return is available in our web link: http://madrasfert. co.in/wp-content/uploads/2025/09/Form_MGT_7-_2025. pdf Auditors a. The Comptroller & Auditor General of India shall appoint the Statutory Auditors of the Company for the year 2024-25. b. Mrs. Aruna Prasad, Cost Accountant, has been reappointed as Cost Auditor of the Company for the year 2024-25.

c. In terms of the provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, a Secretarial Report in the prescribed format, obtained from a Company Secretary in practice, is required to be annexed to the Board's Report. In view thereof, your Board at its 337th meeting held on February 11, 2025 has appointed M/s. Mohan Kumar & Associates (CP 19145), Practicing Company Secretary, as the Secretarial Auditor of your Company. The Secretarial Auditors' Report (Form No.MR-3) for the year 2024-25 is enclosed as Annexure – VI & VI-A, forming part of this report. Further, in terms of SEBI LODR Regulations, Secretarial Compliance Report has also been obtained from M/s. Mohan Kumar & Associates for the year 2024-25.

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

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

The transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business. The disclosure in Form No.AOC-2 for the transactions with related parties during the period under review is enclosed as Annexure - VII of the report. As none of the transaction is material in nature, hence no resolution is placed before the shareholder for their approval. The Company's Policy on Related Party Transactions is available on the Company's web link:https://madrasfert. co.in/wp-content/uploads/2022/09/Related-Party-Transaction-Policy.pdf Maintenance of Cost records and accounts:

The Company, in terms of the provisions of Section 148 (1) of the Companies Act, 2013, is required to maintain cost records. Accordingly, the Company had maintained Cost Accounts and Records for the year ended March 31, 2025.

As per Section 135 of Companies Act, 2013, the CSR Committee of the Board consisting 3 or more directors out of which one director shall be an Independent Director. The Company having 3 members of CSR Committee and the Chairman of the Committee is an Independent Director. The Company has carried out the CSR activities during the financial year 2024-25. The details are contained in the Annual Report on CSR activities is enclosed as Annexure – VIII forming part of this report.

There were no material changes and commitments affecting the financial position of the company between the end of financial year March 31, 2025 and the date of the report. orders passed by the Significant Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future

There were no significant been passed by any Court or Judicial Authority against the company during the Financial Year 2024-25 impacting the going concern status and Company's operations in future.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. on the Financial Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management from Company and the Secretary in Practice pursuant relevant board committees, including the audit committee, the Board is of the opinion that the

Company's internal financial controls were adequate and efective during FY 2024-2025. dated 07.08.

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

The Secretarial Auditor's Report contains a few qualifications and reservations. The management has provided their responses and explanations to these qualifications and reservations, which have been annexed as Annexure VI-A.

The Company has risk policy and implemented the risk management policy in true spirit including identification of risk elements. The boards' opinion, may threaten the company existence, if any, provided in Management Discussion and Analysis in this report. The Company has developed and implemented various policy, procedures and practice to mitigate the risk and threats and to achieve the objects of the Company. Some of the important policies are 1. Prompt convening of Risk Management Committee 2. Analysis of Business Continuity Plan by the Head of Departments on need basis 3. Upholding Corporate Governance Practices

As required by Regulation 17(8) of the SEBI Regulation,

Certificate and Cash Flow

Statement of the Company for the year ended March 31, 2025 duly signed by the Chairman & Managing Director and CFO was submitted to the Board of Directors at their 338th meeting held on 28th May 2025 is enclosed as Annexure – IX forming part of this report.

Certificate to Clause 10 of Part C of Schedule V of SEBI (LODR) Regulations, 2015:

The receivedCertificate from CS.

Chandrasekar , Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such Statutory Authority is enclosed as Annexure X.

MFL is having vigil mechanism for directors and employees to report their concerns. The Directors and employees can approach Chairman Audit Committee of the Board directly and report their concern in appropriate case. The vigil mechanism and whistle blower policy is published in the website of the Company www.madrasfert.co.in.

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

Your Directors wholeheartedly place on record their appreciation for the continued and unstinted support of Department of Fertilizers, Government of India, Government of Tamilnadu, NICO, Financial Institutions, Banks, Depositors and all stakeholders during the year. It is most appropriate to mention that the Directors convey their gratitude to the Department of Fertilizers for settlement of subsidy bills on priority basis and to the dealers and farmers for their sustained support to Vijay products. Last but not the least that your Directors also place on record their appreciation for the dedication, commitment and sincere services rendered by the employees for sustained improvements.