To,

Dear Members,

On behalf of the Board of Directors of your Company, I have the pleasure in presenting the 50^th Annual Report on the business and operations of the Company together with the Audited Financial Statements including Consolidated Audited Financial Statements of the Company for the Financial Year 2023-24 and the Auditors' Reports and Comments of Comptroller & Auditor General of India (C&AG).

During the year, company achieved the Profit before Tax of '88.52 crore as against Profit before Tax of '609.77 crore during CPLY PBT has decreased mainly due to loss on account of higher energy consumption, higher past period subsidy during CPLY and Decrease in Contribution from Industrial and other products.

The energy consumption per MT of Urea at NFL plants during 2023-24 was as follows:

(Gcal/MT/Urea)

Units	Energy Norms for 2023-24 as per NUP-2015	Actual Energy
		2023-24	2022-23
Nangal	6.500	6.328	6.274
Panipat	6.500	6.303	6.334
Bathinda	6.500	6.574	6.357
Vijaipur I	5.783*	5.670	5.620
Vijaipur II	5.500	5.483	5.426

* As per DoF OM dated 12.02.2024.

Energy consumption at all units except Bathinda remained lower than Target energy norms. During the year ended, energy consumption at all units remained higher except Panipat Unit as compared to CPLY due to lower production and lesser on stream days.

Financial Highlights

Your Company's key financial parameters during the year 2023-24 and important financial highlights are as ^under:- ( in crore)

Sr. No.	Particulars	2023-24	2022-23
01.	Sale of Urea quantity in (LMT)	36.66	39.96
02.	Sale quantity of traded Fertilizers (LMT)	33.08	26.76
03.	Sale of Urea own	1920.08	2091.45
04.	Subsidy on Urea	11481.17	17023.48
05.	Total Sales of Urea (3+4)	13401.25	19114.93
06.	Sale of other products including subsidy	9840.18	10238.27
07.	Sales Turnover (5+6)	23241.43	29353.20
08.	Sale of Services	40.80	28.94
09.	Other Operating Revenue	278.08	202.11
10.	Revenue from operations (7+8+9)	23560.31	29584.25
11.	Other Income	99.44	192.79
12.	Total Income (10+11)	23659.75	29777.04
13.	Total Expenses	22942.25	28512.79
14.	Earnings Before Interest, Depreciation and Taxes (EBIDTA)[12-13]	717.50	1264.25
15.	Interest	267.30	301.64
16.	Depreciation	361.68	352.84
17.	Profit Before Exceptional Item and Tax (14-15-16)	88.52	609.77
18.	Exceptional Item	-	-
19.	Profit Before Tax (PBT) (17-18)	88.52	609.77
20.	Provision for tax	23.78	153.67
21.	Profit After Tax (PAT) (19-20)	64.74	456.10
22.	Other Comprehensive Income (Net of Tax)	(0.61)	3.56
23.	Total Comprehensive Income (21+22)	64.13	459.66

RESERVES

Capital Reserves

The balance as at 31.03.2024 amounted to f 2.51 crore, which is at the same level as was in the previous year. Corporate Social Responsibility

Corporate Social Responsibility (CSR) fund stood at Nil as on 31.03.2024 as compared to Nil on 31.03.2023. Report on CSR is appended as Annexure-5 forms part of this report.

General Reserves

The balance as at 31.03.2024 amounted to f331.84 crore, which is at the same level as was in the previous year.

Surplus

The balance retained in the surplus as at 31.03.2024 is f1876.16 crore as compared to f1948.90 crore during the previous year.

Dividend

The Board of Directors has recommended Final Dividend of f0.27 (2.70%) per equity share of Rs. 10 each on the paid up equity share capital of the company for the Financial Year 2023-24 which shall be paid after approval of the shareholders at the Annual General Meeting.

Major events during the year

State of Affairs of the Company and Change in the nature of Business

During the FY 2023-24, Company has achieved sale of fertilizers to the tune of 69.74 LMT comprising of 36.66 LMT of own Urea, 5.46 LMT of imported Urea and 11.09 LMT of RFCL Urea and 16.53 LMT of non-Urea Fertilizers and against corresponding period last year of 66.72 LMT that comprised of 39.96 LMT of own Urea, 5.36 LMT of imported Urea and 8.39 LMT of RFCL Urea, 13.01 LMT of Non-Urea Fertilizers. NFL has achieved growth of 5% in total fertilizer sale during the year with respect to CPLY Further, sales contribution from other than own manufactured Urea of the company increased to around 42% during the year as compared to 35% of the CPLY

Your Company has achieved the production & sale of certified seeds to the tune of 2.24 Lakh Quintals. The sale of Bio-Fertilizers & City Compost of 568 MT & 19129 MT respectively achieved during the year.

Your Company has achieved the production of Urea of 36.89 LMT, ever highest sale of all fertilizers of 69.74 LMT, ever highest sale of Agro-chemicals of 2532.986 KL/MT. Your company has achieved production & sale of Bentonite Sulphur to the tune of 20237 MT & 20568 MT respectively. Your company has also sold 23,810 MT PDM (Potash Derived from Molasses) during the year.

Material changes and commitments

No material changes and commitments have occurred between the date of the Balance Sheet and the date of the Board's Report affecting the financial position of the Company.

Details of revision of Financial Statements or Board's Report

Company has not revised Financial Statements or Board's Report in respect of any of the three preceding financial years.

General Information

a) Brief history of the Company, overview of the industry and important changes in the industry during the last financial year

NFL was incorporated on 23rd August 1974 at New Delhi. It has an authorized share capital of f1000 crore and paid up and subscribed share capital of f490.58 crore out of which Government of India's share is 74.71% and 25.29% share is held by financial institutions, public & others.

The Company has five gas based Urea plants viz. Nangal & Bathinda plants in Punjab, Panipat plant in Haryana and two plants at Vijaipur in Madhya Pradesh with a total annual revamped capacity of 35.68 LMT (Annual Re- assessed capacity - 32.31 LMT) of Urea. The company also has a Bio-Fertilizers Plant at Vijaipur with annual capacity of 700 tones and a Bentonite Sulphur plant of 25000 MT per annum at Panipat Unit. It also manufactures other allied Industrial products like Nitric Acid, Ammonium Nitrate, Sodium Nitrate & Nitrite from its Nangal Unit and undertakes import & sale of other fertilizers like DAP MoP NPKS along with domestic trading of various agro-inputs like certified seeds, agrochemicals, City Compost, SSP etc. through its existing vast dealer's network under single window concept. The Company has also been producing and selling its own certified Seeds under company's flagship Seed Multiplication Program (SMP).

The Company has three Seed Processing Units (SPUs) at Bathinda, Panipat and Indore. The company also revived 2^nd Stream of Nitric Acid plant at Nangal on October, 2022. The Company is also setting up an Agrochemicals plant at Bathinda and doubling capacity of Bio-Fertilizers plant at Vijaipur, which are expected to be commissioned in the F.Y. 2024-25.

Overview of the industry and important changes thereof during the last financial year forms part of Management Discussion & Analysis Report.

b) Brief description of business segments and geographic segments;

Business Segment

In the light of present diversified business activities vis-a-vis IND AS 108 on Segment Reporting following operating segments have been considered for Segment Reporting for the Annual Accounts for the FY 2023-24:

i) Manufactured Fertilizers (Urea, Bentonite Sulphur, Bio Fertilizers).

ii) Manufactured Chemicals (Industrial products, Agro chemicals, etc).

iii) Traded Imported Fertilizers (under NBS)

iv) Others (Domestic traded products, agro-inputs, sale of services, etc)

Geographic segments

The operation of the company is conducted within India and there is no separate reportable geographic segments.

c) External environment and economic outlook;

Details of external environment and economic outlook are given in Management Discussion & Analysis Report.

d) Induction of strategic and financial partners during the last financial year

No new strategic and financial partners have been inducted during the last financial year.

Capital Structure Preference and Equity Shares

Company has not issued any equity shares or preference shares during the year.

Equity Shares with Differential Rights

During the financial year, Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

Employees Stock Option

During the financial year, Company has not issued any employees stock option.

Shares to Trustees for benefit of employees

Company has not introduced any scheme(s) for purchase/subscription of the Company's shares to be held by trustees for the benefit of employees.

Other securities which carries right of conversion into equity shares

During the financial year, Company has not issued any securities, which carries a right or option to convert such securities into equity shares.

Details of Deposits

The Company has not accepted any deposits during the year.

Credit Rating

During FY 2023-24, the credit rating of the Company was maintained with two credit rating agencies as under:

(Rated Amount in Cr.)

	ICRA				INDIA RATINGS
Instruments	Credit Ratings Limits		Credit Ratings Limits		Credit Ratings Limits		Credit Ratings Limits
	2022-23		2023-24		2022-23		2023-24
		Long Term Fund Based Working Capital Facilities
Cash Credit	[ICRA] AA-(Stable)	9000	[ICRA] AA(Stable)	9000	IND AA/ Stable	9000	IND AA/ Stable	9000
Term Loan	[ICRA] AA-(Stable)	1044	-	-	-	-
ECB	-	-			-	-
		Short Term Fund Based Working Capital Facilities
Commercial Papers	[ICRA] A1 +	4000	[ICRA] A1 +	4000	[IND] A1 +	4000	[IND] A1 +	4000
		Short Term Non Fund Based Working Capital Facilities
LC/BG	[ICRA] A1 +	9600	[ICRA] A1 +	9600	[IND] A1 +	9600	[IND] A1 +	9600

During the year, the Credit Rating of the Company had been reviewed by both the agencies as shown above in the table.

Buy-Back of Securities

Company has not introduced Buy-Back of its securities during the year.

Sweat Equity

Company has not issued any Sweat equity shares in terms of Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

Disinvestment of GOI Equity

There was no disinvestment of Government of India Shareholding during the Financial Year 2023-24. However, Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Government of India had appointed Legal Advisors, Merchant Bankers and Selling Brokers for the disinvestment of 20% paid up equity capital in National Fertilizers Limited (NFL) out of Government of India's Shareholding through the "Offer for sale by promoters through the Stock Exchanges”.

Statement of deviations) or variation(s)

Company has not offered public issue, rights issue, preferential issue etc. during the year and there is no requirement to submit statement of deviation(s) or variation(s).

Foreign Exchange Earnings/Outgo

The Foreign Exchange earned in terms of actual inflows during the year were f 46.85 crore and the Foreign Exchange outgo during the year in terms of actual outflow amounted to f6982.71 crore.

Borrowings

Long Term Loans

To meet the funding requirement for energy saving and capex schemes, Company has entered into a Rupee Term Loan Agreement with SBI on 24.12.2018 for f1044 crore. Long term net borrowings as on 31.03.2024 were Nil (previous year f534.71 crore) outstanding against Rupee Term Loan. Further, the said term loan has been fully repaid during the financial year 2023-24.

Short Term Loans

Short Term borrowings of f4088.33 crore (previous year f3456.97 crore) were outstanding as on 31.03.2024. Debt Equity Ratio

Debt equity ratio as on 31.03.2024 has increased to 1.51:1 as compared to 1.44:1 of previous year due to increase in borrowings.

Revenue

The Company has achieved Revenue from Operations of f23560.31 crore during 2023-24 as against f29584.25 crore during previous year and total income of f23659.75 crore during 2023-24 as against f29777.04 crore during previous year as detailed below:

Particulars	2023-24	2022-23	Change
Sale of products (including subsidy)	23241.43	29353.20	(6111.77)
tale of services	40.80	28.94	11.86
Other Operating revenue	278.08	202.11	75.97
Revenue from operations	23560.31	29584.25	(6023.94)
Other income	99.44	192.79	(93.35)
Total Revenue	23659.75	29777.04	(6117.29)

Urea and other fertilizers

Your Company has registered Urea production of 36.89 LMT with an overall capacity utilization of 114.2% during 2023-24 against 39.35 LMT achieved during 2022-23 (CPLY).

Company achieved Bentonite Sulphur production of 20237 MT against CPLY of 22302 MT decline of around 9%.

On the sales front, the Company has sale of Fertilizers of 69.74 LMT that includes sale of 36.66 LMT of own Urea, 5.46 LMT of Imported Urea, 11.09 LMT of RFCL Urea, 16.53 of Non-Urea Fertilizers including 0.19 LMT (19129 MT) of Compost during 2023-24 surpassing previous best of 66.72 LMT during 2022-23 which includes sale of 39.96 LMT of own Urea, 5.36 LMT of Imported Urea, 8.39 LMT of RFCL Urea, 13.01 LMT of Non-Urea Fertilizers including 0.22 LMT (22071 MT) of Compost.

The detailed quantity of break-up of sale of urea and other fertilizers is as under:

(Lakh MT)

Product	2023-24	2022-23	Change
I.Manufactured
a) Urea	36.66	39.96	(3.30)
b) Bentonite Sulphur	0.21	0.21	0.00
c) Bio-Fertilizers	0.01	0.01	0.00
2.Traded Goods
a) Imported	15.82	12.17	3.65
b) Indigenous	17.04	14.37	2.67
Total Fertilizers	69.74	66.72	3.02

Industrial Products

The Company registered sale of Nitric Acid of 87249 MT during 2023-24 as compared to previous sale of 81108 MT during 2022-23. The Company also recorded sale of Ammonium Nitrate to the tune of 40510 MT during 2023-24 as compared to sale of 26039 MT achieved during 2022-23.

In terms of revenue generation from production and sale of Industrial products, the Company achieved sale of Industrial-Products (IP) comprising of Nitric Acid, Sodium Nitrate, etc. to the tune of '470.87 crore during 2023-24 against CPLY of '748.71 crore during 2022-23.

Bio-Fertilizers

The Company sold 568 MT of Bio-Fertilizers (Solid & Liquid) to the tune of '1.97 crore in F.Y 2023-24 as against 700 MT of '2.51 crore during CPLY!

Import & sale of Fertilizers

The Company sold 15.82 LMT of imported non-Urea Fertilizers including DAP MoP APS, NPK etc. worth '8089.55 crore during 2023-24 against 12.17 LMT worth '8224.01 crore during 2022-23.

Apart from the above, NFL also sold 5.46 LMT of Urea imported in Government Account in FY 2023-24 against 5.36 LMT during 2022-23.

Domestic Trading of Agro Products

The Company has registered total revenue of '174.71 crore towards trading of various agro products such as seeds, pesticides & compost and RFCL ammonia during the year against '288.12 crore during CPLY!

Gross Sale Composition

Item	% of total Sale Composition		% increase\decrease
	2023-24	2022-23
a) Urea (manufactured)	57.66	65.12	(11.45)
b) Other Products	42.34	34.88	21.38

Owing to progressive shift in strategy of the Company, the composition of gross sale of the Company has undergone visible change. Against the Urea (main product) contribution of 94.49% in the overall revenue of the Company during 2015-16, Urea contribution has reduced to 57.66% while contribution of non-Urea business has increased to 42.34 % during 2023-24.

Agriculture Extension Activities

Agriculture is the main source of livelihood for the farmers, which includes crops, animals and allied activities. Agriculture Extension Activities are being undertaken by your Company by educating farmers on efficient use of all agro-inputs along with total know-how on improved and scientific methods of cultivation.

Dealers/Retailers are important link between the Company and the farmers. They are key change agents in motivating farmers to use fertilizers in a balanced manner. During the year 2023-24, 31 Dealer's/Retailer's Orientation Programmes were conducted and more than 1200 dealers/retailers were facilitated by upgrading their knowledge regarding fertilizers/agro products and improved crop practices so that latest information can be disseminated at point of purchase to the farmers.

Your Company has always laid emphasis on upliftment of farming community by educating them on various aspects of crop production, animal husbandry and other allied agriculture sectors. 166 Farmer Training programmes were organized during 2023-24 and more than 9700 farmers got benefited. Through these educational programmes, farmers were sensitized to issues related with soil fertility status including deficiency of various nutrients, their remedy to increase fertilizer use efficiency and maximize yields. The farmers have also been educated on benefits of long term usage of Bio-fertilizers and City Compost through these programmes.

Agriculture Universities, Research Stations, KVKs are the knowledge centres for latest farming techniques, new and high yielding crop varieties, innovative technologies in agriculture and allied agriculture sectors etc. During the year with the objective to promote balanced and sustainable use of fertilizers, soil analysis, methodology of application of different fertilizer, new technologies etc., an opportunity was given to the farmers to practically visit the above places by organizing farmers visit to nearby Agriculture University/Research Station/ KVKs. More than 200 farmers got benefitted through 4 such programmes during the year 2023-24.

During the year 2023-24, total 142 demonstrations had been laid out at farmers' fields to demonstrate benefits of use of Arka Microbial Consortium liquid Biofertilizer, City Compost, Nano Urea and water soluble NPK fertilizer/Micronutrients on crop growth and yield as compared to farmer's own practices. 138 Field days were organized in the demonstration fields and more than 6000 farmers got benefitted from such programmes.

Your Company is playing a vital role in supporting farmers by undertaking soil analysis for macro and micro nutrients through its 6 Static and 5 Mobile Soil Testing Labs (MSTLs) in various States. Based on the analysis, farmers are advised on soil fertility management through rational use of manure, fertilizers and other inputs to make agriculture more productive and sustainable. During the year, around 40,000 soil samples were collected & analysed for macro and micro nutrients and recommendations were given to the farmers.

During the year 2023-24, your Company continued its endeavour to render soil testing services at all the farmers' doorstep by organizing soil testing campaigns. During these campaigns, services of our Mobile Soil

Testing Vans and laboratory staff were suitably utilized for collecting soil samples by demonstrating the correct method of sampling to the farmers and by offering on the spot soil analysis and advisory on the basis of soil test results. 18 such campaigns were organized during the year 2023-24 and more than 1200 farmers benefitted.

Participation in agro exhibitions and university Kisan Melas is very effective way to communicate directly with the farmers and also to interact with scientists and experts from various agricultural fields. During the year 2023-24, your Company participated in 47 Krishi Melas/Agriculture Exhibitions organized by leading Agriculture Universities, Agriculture Departments etc. in the States of Punjab, Haryana, UP Uttarakhand, Bihar, MP Chhattisgarh, Rajasthan, AP and Telangana which was attended by more than one Lakh farmers.

As per guidelines of Department of Fertilizers (DoF) dated 24.08.2022 and with the objective to provide all the agricultural inputs and services to the farmers under one roof along with soil testing and advisory services, more than 12000 Centre has been converted into PMKSKs so far by putting up a fascia, installation of Smart TV and developing other facilities in the shops. Farmer education programmes are regularly being organized in these PMKSKs.

Your company has also signed a Memorandum of Understanding (MoU) with CSK H.P Agriculture University, Palampur, H.P for establishing NFL professor chair in the department of soil science with an objective of developing technologies on precision agriculture, judicious use of fertilizers and improving scientific methods of cultivation to enhance soil health and productivity.

Your company played a crucial role in Viksit Bharat Sankalp Yatra. During the yatra, NFL made all efforts for popularizing Drone technology among the farmers by carrying out drone demonstrations starting with tribal villages of Bihar, J&K, West Bengal and HP Moving ahead with the VBSY the lead states of Punjab, MP and Chhattisgarh were covered along with the J&K, HP and Bihar. NFL conducted extensive drone demonstrations in the states of Bihar, Punjab, MP Chhattisgarh, HP & J&K. Since the beginning of the Yatra, NFL has carried out more than 21000 demonstrations using agricultural drones in 178 districts of Punjab, MP Chhattisgarh, Bihar, HP and J&K. In these demonstrations over 300 drones were deployed in the above states showcasing the potential of drone technology in agriculture.

Projects

The details of the projects including capital expenditure envisaged are given in the Management Discussion & Analysis Report.

Management Discussion & Analysis Report

Management Discussion & Analysis Report covering business prospects including modernization, diversification, investments, marketing plans, raw materials, human resource, internal management controls including financial performance review, government policies and other factors having impact on the performance of the Company operations and future outlook of the Company is appended as Annexure-1 to this Report.

Business Responsibility and Sustainability Report

SEBI vide circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10.05.2021 had introduced the “Business responsibility and sustainability reporting by listed entities”, which introduces new reporting requirements on Environment, Social and Governance parameters [ESG parameters] called the Business Responsibility and Sustainability Report (BRSR). The reporting as required under Regulation 34 of SEBI (LODR) Regulations, 2015 was amended for the listed entities and the same shall be mandatory for the top 1000 listed companies (by market capitalization) with effect from the financial year 2022-2023.

Your Company in adherence to the circular had prepared the Business Responsibility and Sustainability Report for the financial year ended March 31,2024 and the same is appended as Annexure-2 to this Report. Business Responsibility and Sustainability Policy is available on the website of the Company at www.nationalfertilizers.com.

Stakeholders' relationship

Details of stakeholders' relationship are given in the Business Responsibility and Sustainability Report annexed to this Report.

Customers' relationship

Details of customer relationship are given in the Business Responsibility and Sustainability Report annexed to this Report.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance being the fountain head of value creation for all stakeholders especially shareholders. The Company has in place a well-defined “Corporate Governance Mechanism” which considers the interest of all stakeholders.

Pursuant to SEBI (LODR) Regulations, 2015 (as amended from time to time) and DPE Guidelines on Corporate Governance, a report on Corporate Governance is appended as Annexure-3 which forms part of this Report.

The Secretarial Auditor of the Company have examined and certified Company's compliance with respect to conditions enumerated in SEBI (LODR) Regulations, 2015 and DPE guidelines on Corporate Governance. Secretarial Auditor's Certificate on Corporate Governance and explanations of the Management to Secretarial Auditors' observations during the year 2023-24 is appended as Annexure-4 which forms part of this Report.

Parliamentary Committees during 2023-24:

The following Parliamentary Committee interacted with the Company during the year 2023-24:

1. Study visit of the Standing Committee on Chemicals and Fertilizers to Goa, Kochi and Hyderabad from 22^nd to 26^th May, 2023.

2. Study Visit of the Committee on Government Assurances (2022-2023), Lok Sabha to Chennai, Jaipur and Meerut from 1^st to 6^th July, 2023.

3. Study Tour of Standing Committee on Chemicals & Fertilizers to Visakhapatnam, Chennai and Port Blair - Swraj Deep from 1^st September to 6^th September, 2023.

4. Study Tour of the Standing Committee on Chemicals and Fertilizers to Jaisalmer, Mumbai and Vadodara from 15^th January to 19^th January, 2024.

Material Orders of Regulators

Following regulatory orders issued for implementation may affect/ have affected the operations of the plants:

1.0 Implementation of NUP-2015 Energy Norms:

The Department of Fertilizers (DoF) has granted stage-wise extensions in the NUP-2015 norms to ensure the smooth attainment of Target Energy Norms (TEN) at each fertilizer unit across the industry. Initially, the target norms were extended and revised for the fiscal years 2018 and 2019, with penalties of 2% and 5% respectively. Following representations from units, the TEN were further revised up to Sep 2022 and Mar 2023, with penalties of 10% and 10% + 2% respectively.

For Bathinda, Panipat and Nangal revised TEN are effective from 01-04-2022 whereas revised TEN for VP-I has been extended , until Dec 2024 with a penalty of 35% as per their letter dated 15.04.2024.

2.0 Amendment in import policy of Urea

Directorate General of Foreign Trade, Department of Commerce, Ministry of Commerce & Industry, Government of India issued a notification on 22 March, 2023 regarding amendment in import policy condition of Urea [Exim Code 31021OO0] in the ITC (HS) 2022, Schedule - I (Import Policy) with immediate effect.

According to the revised policy, import of urea was allowed through RCF and NFL subject to Para 2.20 of Foreign Trade Policy, 2015-2020. In addition, import of urea was also allowed through IPL for a period upto 31st March, 2024. However, import of Technical Grade Urea (TGU) meant for non-agricultural purpose/ industrial use/NPK Manufacturing shall be "Free".

3.0 NBS rates for P & K fertilizers for Kharif-2023

DoF issued a notification on 18 May, 2023 and reduced the subsidy rates for P&K fertilizers under NBS policy for Kharif 2023 (from 1^st April, 2023 upto 30^th September, 2023). The per kg NBS rates of N, P K and S reduced from J99.27, J49.94, J25.70 and J2.84 during Rabi 2023 (from 1^st January, 2023 to 31^st March, 2023) to J76.49, J41.03, J15.91 and J2.80, respectively, for Kharif 2023.

Accordingly, NBS rates per MT of DAP MOP & SSP reduced from J40,841, J15,420 and J7,513 per MT during Rabi 2023 (from 1^st January, 2023 to 31^st March, 2023) to J32,641, J9,547 and J6,872 per MT, respectively, for Kharif 2023. NBS rates for NP/NPK grades of fertilizers ranged between J18,077 per MT and J32,906 per MT for Kharif 2023.

However, subsidy on Potash Derived from Molasses increased from J1,467 per MT during Rabi 2023 (from 1^st January, 2023 to 31^st March, 2023) to J2,307 per MT for Kharif 2023. The per tonne additional subsidy for fortified fertilizers with boron and zinc continued and remained unchanged at J300 and J500, respectively.

4.0 NBS rates for P & K fertilizers for Rabi-2023-24

As per OM dated 26^th October, 2023, DoF revised the subsidy rates for P&K fertilizers under NBS policy for Rabi 2023-24 effective from 1^st October, 2023 upto 31^st March, 2024. The per kg NBS rates for N, P K and S reduced from J76.49, J41.03, J15.91 and J2.80 during Kharif 2023 to J47.02, J20.82, J2.38 and J1.89, respetively, for Rabi 2023-24.

Accordingly, NBS rates per MT of DAP MOP and SSP reduced from J32,641, J9,547 and J6,872 per MT during Kharif 2023 to J22,541 (including J4500 PMT special package), J1,427 and J3,540 per MT, respetively, for Rabi 2023-24. NBS rates for NP/NPK grades of fertilizers ranged between J8,634 per MT and J18,995 per MT for Rabi 2023-24. Subsidy on Potash Derived from Molasses also reduced from J2,307 per MT during Kharif 2023 to J345 for Rabi 2023-24. The per tonne additional subsidy for field fertilizers with boron and zinc continued and remained unchanged at J300 and J500 respectively.

Summary of Changes in NBS Rates during FY 2023-24 and its impact on reduction of subsidy

NBS (Rs. Per Kg of Nutrient)

Nutrient	0M Dt. 18.05.2023	0M Dt. 26.10.2023	0M Dt. 01.03.2024
	Kharif-2023	Rabi-2023-24	Kharif-2024
N	76.49	47.02	47.02
P	41.03	20.82	28.72
K	15.91	2.38	2.38
S	2.80	1.89	1.89

5.0 Procurement of P&K fertilizers at No profit No loss basis:

DoF vide their letter No. 21-01/2023-FM dated 21.09.2023, 29.09.2023, 20.11.2023 & 29.11.2023 directed NFL and other PSUs namely RCF & FACT to undertake required efforts to ensure adequate procurement of P&K fertilizers (DAP & NPK) for Rabi 2023-24 on priority basis and also assured that the price adversity, if any, beyond applicable Nutrient Based Scheme will be addressed to protect at no profit no loss basis. DoF also allotted the DAP/NPK procurement targets to PSUs during the months of November, December-23 & March- 2024.

6.0 Guidelines on Market Development Assistance (MDA) for Promotion of Organic Fertilizers:

DoF issued an Office Memorandum on 20th September, 2023 regarding the guidelines on Market Development Assistance (MDA) for Promotion of Organic Fertilizers viz., Fermented Organic Manures (FOM)/Liquid FOM/Phosphate Rich Organic Manures (PROM) produced as by-product from Bio- gas Plants/Compressed Biogas (CBG) Plants set up under umbrella GOBARdhan initiative. The main points in the guidelines as stated below:

i. MDA of Rs. 1500/MT will be granted for the sale of Fermented Organic Manure (FOM)/ Liquid Fermented Organic Manure (LFOM)/ Phosphate Rich Organic Manure (PROM) produced at BG/CBG plants under the GOBARdhan initiative.

ii. Registration of manufacturing plants on the Unified GOBARdhan portal of the Department of Drinking Water & Sanitation and adhering to Fertilizer Control Order (FCO) specifications for organic fertilizers are pre-requisites for MDA eligibility.

iii. Manufacturing units registered under the Unified registration portal for GOBARdhan can market FOM/LFOM/PROM (co-products of CBG/Biogas plants) through Fertilizer Marketing Companies in packed form or independently in packed form, bulk, or both. Manufacturing plants are allowed to market FOM/LFOM/PROM in bulk/loose form for two quarters (October 2023 to March 2024) on an experimental basis.

iv. Quality testing of the manure will be carried out at Government-notified laboratories/NABL accredited private labs.

7.0 Plastic Waste Management Rules 2016:

The Ministry of Environment Forests and Climate Change (MoEF & CC), Government of India, vide Gazette Notification dated 18 March, 2016 has specified rules for Plastic Waste Management. The Rules fix the responsibility of local bodies, Gram Panchayat and Waste generators, as well as producers, importers and brand owners for collection and management of plastic waste. However subsequent amendments have also come in 2018 and later on Plastic Waste Management Rules were amended as Plastic Waste management Rules 2022.

Fertilizer industry falls under the category of brand owners as the fertilizer products are sold in plastic bags that are multi-layered and composed of HDPE/HDPE lined with polypropylene. All the Brand Owners who introduce the products in the market have to establish a system or plan for collecting back the plastic waste generated due to their products. As per rules NFL has to register with Central Pollution Control Board (CPCB) and submit along with action plan to comply with Extended Producer Responsibility (EPR) obligation as mentioned in the rule.

Accordingly, NFL applied for the registration and after approval NFL got registration as a Brand Owner under PWM Rules on 21.06.2022 with 01 year validity. The same is being renewed every year.

As of now NFL has completed its EPR obligation under the rule for FY 2022-23 and FY 2023-24. NFL has performed Extended Producer Responsibility (EPR) obligation of around 16645 MT plastic waste for FY 2023-24.

The Right to Information

In line with the provisions of Right to Information Act, 2005, an appropriate mechanism promoting transparency and accountability is functional across the Company. The Public Information Officers and Appellate Authorities are effectively responding to the requests and appeals of the applicants. The names of all PIOs / First Appellate Authorities / Transparency Officer are displayed on the Company's website. During the year, 390 RTI applications were received and were dealt with as per provisions under RTI Act, 2005.

Vigil Mechanism

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for employees and others to report genuine concerns has been established.

Whistle Blower Policy

Company believes in transparency and propriety in all its business dealings. To take this object further Company has put in place a Whistle Blower Policy providing for a mechanism to the employees and other stakeholders to report concerns about unethical behaviour , actual or suspected fraud or violation of Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of whistle blowers. The policy is reviewed periodically. No employee or other stakeholders were denied access to the Audit Committee. Whistle Blower Policy is available on the website of the Company at www.nationalfertilizers.com.

Integrity Pact

With the commitment to maintain the highest standard of transparency and governance, your Company has entered into an Integrity Pact with Transparency International and has also appointed Independent External Monitors (IEMs), as nominated by CVC. Structured Meetings are held with IEMs on regular intervals and threshold value is Rs. 1 crore for signing of Integrity Pact for purchase/works contracts.

Vigilance

Vigilance Division of the Company is headed by CVO. The CVO is assisted by a team of officers drawn from various functional departments. Vigilance set up is operational in Corporate Office, all Manufacturing Units as well as Zonal Marketing Offices.

Promotion of good governance remains the core area of vigilance. Awareness is an important cornerstone for good governance. An enlightened employee not only contributes in achieving the organizational goals but is also instrumental in system improvement.

As an effort towards promoting Preventive Vigilance, Workshops / Training Programs were conducted during the year in all Offices & Production units. These training programmes focused on various issues related to manuals and procedures. In line with the guidelines of CVC & DoF with respect to Preventive Vigilance Module, two days training programmes were conducted for in service officials working on sensitive posts and also new appointees were sensitized on this.

Special Seminars on vulnerable area are being organized in all manufacturing Units and Zonal Offices involving officials at all levels on the areas of PIDPI, Capacity Building, systemic improvement, leveraging IT, Updation of manual and speedy disposal of complaints. Further Capacity building was done on the following key Preventive Vigilance areas apart from focus on PIDPI provisions:

(I) Role of IO/PO in conducting inquiries

(ii) Public Procurement

(iii) Ethics and Governance

(iv) Systems and Procedures of the organization, and

(v) Cyber Hygiene and Security

Regular preventive vigilance activities such as Scrutinies, Surprise checks, Vigilance clearance for administrative decisions, enforcement of Transfer Policy and Rotation of Officers on Sensitive Posts were also carried out in close coordination with the Management. At the same time, investigation of complaints received from various sources and follow up of pending departmental action on previous investigated cases were also done with due diligence.

Periodic Vigilance Reports preparation of Agreed List of Officers, List of Officers of Doubtful Integrity, and observance of Vigilance Awareness Week in Units, Zonal Offices and Corporate Office were the major activities conducted during the year.

The working of vigilance wing of NFL is based on a proactive, participative and focused approach. The roles and responsibilities of vigilance officers are regularly monitored and reviewed to bring the focus on systemic improvements.

MoU

The Department of Public Enterprises, Government of India, in order to improve accountability and giving higher autonomy to Public Sector Enterprises, introduced the Concept of MoU during early nineties. NFL signed its first MoU with the Department of Fertilizers (DoF) for the year 1991-92.

Based on financial performance and achievement of other parameters laid down, your Company has been rated “Very Good” as per the Memorandum of Understanding (MoU), signed with the Government of India for the financial year 2022-23. From the year 2021-22 and onwards, DPE has started data entry module of digital MoU Dashboard for CPSEs for entering data. Accordingly, MoU for the year 2023-24 was generated through online MoU portal after entering requisite information. The Ministry and the CPSEs were requested to sign this system generated MoU. Further Company shall submit actual achievement against all the parameters for 2023-24 in the online MoU portal for evaluation.

Awards & Accolades received during 2023-24

• The Units, Offices and three officers of the company were honoured with 10 awards for excellent official language work in the 40th All India Training Conference organized by Indian Language and Culture Centre Delhi at Leh.

• NFL Bathinda has received the Gold Award in Fertilizers Sector for Outstanding Achievement in Energy Efficiency Management at the GCI Energy Efficiency Awards 2022 held in New Delhi on 03-04-2023.

• NFL was awarded the first prize for excellent work in Official Language by Hon'ble Minister of Chemicals & Fertilizers and Health & Family Welfare.

• Bathinda, Panipat and Nangal units have been declared winner of 21st Annual Greentech Safety Award 2023 for safety excellence.

• Vijaipur unit has been declared winner of 21st Annual Greentech Safety Award 2023 for Occupational Health Practices.

• NFL Nangal Unit has been declared winner of "FAME National Award 2023 (Platinum Award)" for Safety Excellence in Urea & Fertilizer Industry.

• Vijaipur Unit has received Certificate of Appreciation in 32nd National Award for Innovative Training Practices for the Year 2021-22 by Indian Society for Training & Development. The Award was received by Sh. Veera Babu Kandukuri, CM (HR) in a glittering ceremony held at New Delhi.

• NFL Vijaipur unit has been selected for Silver Award in “14th Exceed Environment Award 2023” in Environment Preservation Category under Chemical & Fertilizer Sector.

• Vijaipur Unit received following awards during Foundation for Accelerated Mass Empowerment (FAME) National Award 2023:

? Platinum Award towards Environment Management.

? Platinum Award towards Environment Protection.

? Gold Award for Energy Efficiency.

? Platinum Award towards Safety Excellence.

? Platinum Award for Health & Safety Icon to Shri Tervinder Singh, DGM (TS).

• NFL Vijaipur Unit has been selected for GOLD AWARD for 'GROW CARE INDIA OCCUPATIONAL HEALTH & SAFETY AWARD 2023' in Fertilizer Sector.

• NFL Nangal Unit has been declared winner of Apex India Occupational Health & Safety Award 2023 "Gold Award" by APEX INDIA FOUNDATION.

• NFL Vijaipur Unit has been selected for PLATINUM AWARD for 'APEX INDIA OCCUPATIONAL HEALTH & SAFETY AWARD 2023' in Fertilizer Sector.

• NFL Panipat Unit has been declared winner of Apex India Occupational Health & Safety Award 2023 "Gold Award" by APEX INDIA FOUNDATION.

• NFL Nangal Unit has been declared winner of Apex India Training Excellence Award 2023 "Platinum Award" by APEX INDIA FOUNDATION.

• Nangal Unit received following awards:

? Apex India Occupational Health & safety award 2023- “Gold award” in Fertilizer sector.

? "Platinum Award" under Apex India Training Excellence Award 2023 in the Fertilizer Sector.

? Rajbhasha Sopan Award from Bharatiya Bhasha and Sanskrti Kendra Delhi.

? Winner of "Greentech Environment Award 2023" for outstanding achievements in "Environmental Excellence" category

• Bathinda Unit received following awards:

? Gold Award in Manufacturing Sector from Grow Care India 7th Annual Safety & HR Award 2023.

? Rajbhasha Nayak Award.

? Unit head Shri Vijay Kant Goyal received Rajbhasha Path Pradarshak Award.

• Vijaipur Unit received following awards:-

? Grow Care India Safety & HR Awards 2023 ? 8th Apex India Safety Awards 2023.

? Rajbhasha Shikhar Samman Shield by Bhartiya Bhasha and Sanskriti Kendra, Delhi.

• Nangal Unit received 23rd Annual Greentech Environment Award 2023 from Greentech Foundation, New Delhi.

• Vijaipur Unit received Rajbhasha Shield for excellent work in Rajbhasha at Rajbhasha Sammelan and workshop at Goa.

• C&MD, National Fertilizers Limited has been conferred with CEO of the Year Award during the Business Leader of the Year Awards function held at Mumbai on 17^th February, 2024.

• NFL has been conferred with best PSU for CSR Initiatives (Fertilizer & Agricultural Sector) in the Global CSR Excellence & Leadership awards function held in Mumbai on 18^th February, 2024.

• NFL, Panipat Unit received State Level Energy Conservation Award for FY 2022-23 (Appreciation Certificate) for excellent achievement in Energy conservation in the Industries Category having connected load above 1 MW from Haryana Renewal Energy Development Agency (HAREDA).

• NFL has been recognized as one of the Top 23 Stars in Indian CPSEs Embracing Innovations & New Ideas. Initiatives under Corporate Social Responsibility

Company is constantly working towards inclusive growth in the society and is implementing various developmental activities under its Corporate Social Responsibility (CSR).

The company allocated CSR projects amounting to Rs.1371.92 Lakh in the FY 2023-24 and incurred an expenditure of Rs.801.85 Lakh during the year. This included expenditure on ongoing schemes approved in previous years but carried forward in the year 2023-24.

In the year 2023-24, the focus of CSR activities of the Company was on the theme given by Department of Public Enterprises (DPE) i.e. Health & Nutrition. To promote health and menstrual hygiene management among girls and women from weaker sections of society, the company implemented CSR projects in Raghogarh-Vijaipur, Guna district (M.P), and Vaishali district (Bihar). The projects focused on the distribution of free sanitary napkins and conducting health and awareness camps for adolescent girls and women, providing them with a year's supply of sanitary pads.

Further, the company organized monthly medical camps in Hatari village, near Panipat Unit, providing essential medical services and free medicines with the support of the company's doctors and medical staff. The Company also provided Digital Programmable Hearing Aids to the hearing-impaired persons from weaker section of the society in Andhra Pradesh.

In addition, to strengthen the medical infrastructure, the company provided various medical vehicles, including Advance Life Support Ambulance and Hearse Van in Kolkata (W.B.), and Patient Transport Ambulances in Dist. Dakshin Dinajpur (W.B.) & Kakinada (A.P). These Medical Vehicles will provide service to critical patients and to those who require transportation in the remote areas. Furthermore, the Company provided an Apheresis Machine for treating blood disorders to District Hospital Rupnagar and medical equipment such as ECG Machines, Bio-Chemistry Auto Analyzers & Emergency Medicine Trolleys to Civil Hospital in Nangal, Punjab.

To promote preventive healthcare, the Company also provided training to 7500 nos. unemployed youths in Basic Life Saver Programme as Community Life Savers under CSR.

The Company has also undertaken a number of projects to promote school education among students from underprivileged section of the society. In the Aspirational District of Sheikhpura (Bihar), the company developed Government Schools in Barbigha by providing Mini Science Centers, Computer Labs, Toilets, and Water Purifiers to enhance education for deprived students. Also, the Company has always supported Government Schools in the vicinity of its plants with the provision of School Desk & Benches, IT enabled Smart Boards, RO Water facilities etc.

In support of the Government's Namo Drone Didi Scheme, the Company distributed 70 nos. agriculture drones to Women Self-Help Groups in Punjab & Madhya Pradesh under CSR. The project aimed to empower Women by encouraging the use of new technologies in the agriculture sector and generating employment opportunities as drone pilots.

A detailed report on the Corporate Social Responsibility is appended as Annexure-5 forms part of this Report.

RESEARCH & DEVELOPMENT Nano DAP

NFL has conducted the trials for manufacturing of 'Nano DAP' at laboratory level. Further trials are being carried out to meet the FCO norms for Nano DAP

Calcium Nitrate

NFL has undertaken lab scale trials of 'CALCIUM NITRATE' and successfully prepared Calcium Nitrate salt at Lab scale. The improvement in the stability of the synthesized product is being explored.

Urea Gold (Sulphur Coated Urea)

After successful trial production of Sulphur Coated Urea known as Urea Gold on trial basis at Panipat Unit, NFL is in process to set up a Pilot Plant for Urea Gold with the capacity of 5,000 MTPA at NFL Nangal Unit & Panipat Units.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Disclosure in terms of the Companies (Account) Rules, 2014 in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is appended as Annexure-6 forms part of this Report.

Safety, Environment and Sustainable Development

Company has undertaken various initiatives for adopting best practices for health, safety environment management and sustainable developments and the details of the same is appended as Annexure-7 forms part of this Report.

Particulars of Loans, Guarantees, Security and Acquisition under Section 186 of the Companies Act, 2013

Particulars of loans given, guarantees provided, investments in securities and acquisitions made by the Company during the year under review are given in Form MBP-2 and the same is appended as Annexure-8 forms part of this Report.

Joint venture /Associates Companies

Details of Joint Venture/Associates Companies pursuant to Section 129(3) of the Companies Act, 2013 the statement containing the salient features of the Financial Statement of the Associate Company/Joint Venture Company is, included in the Consolidated Financial Statements is appended as Annexure-9 forms part of this Report.

Companies which have become or ceased to be subsidiaries, associates and joint ventures

During the year 2023-24 , Company has not acquired or formed any new subsidiary, associate or joint venture. Similarly, no subsidiary, associate or joint ventures have been ceased by way of sale of shares, amalgamation, winding up etc.

Related Party Disclosures

The particulars of contracts/arrangement entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including arm's length transactions under third proviso thereto are disclosed in Form AOC-2 and the same is appended as Annexure-10 forms part of this Report. Related Party Transaction Policy of the Company is available atwww.nationalfertilizers.com.

Capital Expenditure (CAPEX)

The achievement in CAPEX is f223 crore excluding capital work in progress (CWIP) in the year 2023-24.

Risk Management

The chemical fertilizer industry is operated in a hazardous environment and faces many risks including those related to health, safety and environment in addition to general business & financial risks. In order to mitigate them, the company has a comprehensive Risk Management Policy which is regularly reviewed and a periodcal review of the risks, procedures and strategies is undertaken.

To review the new risks evolved during the quarter along with mitigation action undertaken as well as anticiated risks along with mitigation actions planned in future, the company has a two tier system where quarterly risks report is first reviewed by the Risk Assessment Committee (RAC) and thereafter final report is submitted to Risk Management Committee (RMC) for its recommendations before submission to Audit Committee and the Board of Directors. Efforts are made in a planned way to obviate the risks either fully or to minimize their impact.

Under Risk Management policy, all the risks along with mitigation actions undertaken have been reviewed by Risk Assessment and Risk Management Committees. Some of the major risk having severe financial impact as identified by the company include Implementation of Target Energy Norms under NUP-2015 which resulted reduction in profit margin mainly at Vijaipur-I unit.

Internal Financial Controls

Details in respect of adequacy of internal financial controls with reference to financial statements are given in Management Discussion & Analysis Report.

Internal Financial Reporting/and Control

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31.03.2024.

Particulars of Employees

As per provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appoinment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to disclose the ratio of the remuneration of each Director to the median employee's remuneration and other prescribed details in the Board's Report.

As per notification dated 05.06.2015 issued by Ministry of Corporate Affairs, these provisions are not applicale to the Government Company. Accordingly, these particulars are not included in the Board's Report.

Public Procurement Policy of Micro and Small Enterprises (MSEs) Order, 2012

Public Procurement Policy for Micro and Small Enterprises (MSEs) was notified by the Government under the Micro, Small and Medium Enterprises Development Act, 2006 which stipulated that 20% of total annual procurement of goods and services shall be made by all Central Ministries/Departments/CPSUs from Micro & Small Enterprises (MSEs). Within this percentage, a sub total of 4% procurement is to be made from MSEs owned by SC/ST entrepreneurs. The requisite information for the year 2023-24 is appended as Annexure-11 forms part of this Report.

Procurement through GeM Portal

During the year, total procurement through GeM portal was J489.39 Crore.

Human Resource Management

The Company has a manpower strength of 2739 regular employees as on 31.03.2024, which comprises 1362 Executives and 1377 Non- Executives. 192 women employees are on its roll, which is 7.01% of the total work force. The detailed analysis with regard to human resource including training and executive development programme have been made in the Management Discussion and Analysis Report.

• Employee Strength: The Company had 2739 employees as at the end of FY 2023-2024 of which 1176 were SC/ST/OBC employees and 47 divyangjans.

• Employee Benefits: The vision of the Company for its human resources is to create an enabling environent to enhance the efficiency of the organization. The aim is to encourage the employees to perform their best ability by a system of proper placements and incentives, while creating an atmosphere of trust and a feeling that the organization cares about the wellbeing and personal aspirations of the staff. This helps align personal aspirations with professional goals and enhances efficiency. The Company runs multiple benefit schemes for its employees like Provident Fund, gratuity, pension, medical benefits, contributory pension scheme, concessional interest rates on loans, scholarships to employees' children, executive health check-up etc. The Company also shares part of its profit with employees under its Performance Related Pay scheme in compliance with DPE Guidelines.

• Human Rights: Recruitment policy of the Company does not permit any engagement of child labour, forced labour or involuntary labour, An independent Internal Complaint Committee has been constituted at Corporate Office and each Unit to promptly and appropriately handle complaints of sexual harassment at work places. The Company refrains from any discrimination on the basis of caste, creed, gender or religion and strives to ensure a healthy work-life balance for its employees.

• Employee Well Being: NFL believes that workforce is the greatest asset that propels the growth engine. Employees are considered as “Change Catalysts” and the Company nurtures and channelize the expertise and talent of employees for growth performance, feedback, motivation and training. The achievements and efforts are appreciated, acknowledged & rewarded.

• On the health front also, Company looks after each & every employee along with his/her dependents for protection from unhygienic conditions and treatment of various illnesses.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Policy on Prevention, Prohibition and Redressal of Sexual harassment of women at work place is in line with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During 2023-2024, disclosure in relation of the Sexual Harassment of Women at workplace is as under.

• No. of Complaints filed during the FY-02

• No. of complaints disposed of during the FY-02

• No. of complaints pending as at the end of FY-NIL

Details of proceedings pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24 .

One-time Setlement and Valuation

During the financial year 2023-24 no event has taken place that gives rise to reporting of details with respect to difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

Implementation of Official Language Policy

The Company is making all efforts for the propagation and implementation of official language policy of the Government of India. The quarterly meeting of Official Language Implementation Committee (OLIC) is regularly held in all the Units/Offices of the Company under the Chairmanship of Head of the Office to review the progress of official language. 36 Meetings of OLIC were held during the year.

To promote Official Language Hindi, 39 Hindi Workshops were organized during the year in which 960 employees actively participated. 'Hindi Pakhwara' was organized in all the Units/Offices of the Company to commemorate 'Hindi Diwas'. During the year 52 programmes/competitions were held for promoting the use of Hindi and a total 1116 employees participated in them out of which 279 participants were awarded prizes. Besides, under the 'Cash Incentive Scheme' 95 employees were given cash prizes for doing their official work in Hindi.

Two half yearly meetings were successfully conducted in compliances of the conduct and heading of Town Official Language Committee (Undertaking), Noida on 27-06-2023 and 05-12-2023 by NFL, Corporate Office through video conferencing under the Chairmanship of Chairman & Managing Director of NFL in which 53/66 nos. of nominated heads of members offices and other Official Language Officer attended the meeting.

During the year 2023-24 the First Sub-committee of the Parliamentary Committee on Official Language successfully conducted the Inspection/Tour programme regarding the use of Official Language at NFL Area Office, Indore on 22.08.2023, Vijaypur Unit on 23-08-2023, Zonal Office- Hyderabad on 21.02 2024 and Zonal Office-Chandigarh on 08.03.2024 respectively.

NFL, Corporate Office, Noida was awarded First Prize for its excellent work in the field of official language implementation in the "Hindi Advisory Committee” meeting held in New Delhi on 30.05.2023 under the Chairmanship of the Hon'ble Minister of Chemicals and Fertilizers. Also, special honor was given to NFL Official Language Officer in the said meeting. All Units/Offices of NFL participated in the "Rajbhasha Sammelan” at Pune (Maharastra) organized by Department of Official Language, GOl, from 14-15 September, 2023.

NFL Vijaipur Unit was awarded "Rajbhasha Shield" - First Prize for its commendable work in the field of official language during the Year 2022-23 by TOLIC, Guna in Jan.' 2024 and TOLIC, Chandigarh on Dec.' 2023 bestowed NFL Zonal Office, Chandigarh with "Rajbhasha Shield" Second Prize, under Board/ Corporation/Undertaking category for its commendable work in the field of official language during the year 2022-23.

Initiatives taken for development of employees belonging to Scheduled Caste/Scheduled Tribes/Other Backward Classes (SC/ST/OBC categories).

Company is committed to the development of employees belonging to reserved categories. An Implementation Cell is functional in all Units/Offices of the Company to oversee the implementation of Presidential Directives on Reservation Policy for SCs / STs. Liasion Officer has been appointed in each Unit / Office and Chief Liasion Officer at CO, NOIDA to ensure due compliance of orders and instructions pertaining to reservation for SCs and STs and other concessions admissible to them. Meetings were periodically held at Unit level as well as at corporate level with the SC/ST Employees' Welfare Associations by the Management for redressal of grievances of SC/ST employees. A statement showing representation of employees belonging to Scheduled Caste/Scheduled Tribes/Other Backward Classes/ Persons is appended as Annexure-12 forms part of this Report

Presidential Directives

Schedule of Compliances with Presidential Directive issued during financial year 2023-24 and during last three year preceding the financial year 2023-24 is as below:

Financial Year	Content of Presidential Directives	Compliance
2023-24	NIL	NIL
2022-23	NIL	NIL
2021-22	NIL	NIL
2020-21	NIL	NIL

Information Technology & Details of Cyber Security incidents and its preventives

The Information Technology department serves as the backbone of NFL's digital transformation journey, enabling organization to achieve operational excellence, enhance productivity, and meet the evolving needs of the industry.

Throughout the fiscal year 2023-24, NFL spearheaded several digital transformation initiatives aimed at modernizing operational processes and leveraging emerging technologies to stay ahead in a dynamic business landscape. Major highlights include:

• Expansion of Centralized Systems: After successful implementation of centralized systems (such as Dispatch Management System, Marketing Management & Information System, Employees Self-Service Portal and Online APAR system), NFL has expanded its suite of centralized systems to include Centralized Financial Accounting System (system integrates financial processes and data across departments and locations) and Centralized Vigilance Complaint Portal (facilitating streamlined monitoring and fostering accountability).

• Enhanced Connectivity and Security: Ensuring secure access to business applications remains paraount. NFL has successfully deployed Software-Defined Wide Area Network (SDWAN) solution, ensuring seamless and secure connectivity across the organization. To minimize downtime redundant internet leased lines have been placed across manufacturing units, zonal offices, and the corporate office. Furthermore, the implementation of Unified Threat Management (UTM) appliances and Honey Pot sensors fortifies organization's defenses against cyber threats, safeguardng critical assets and information.

The ongoing implementation of SAP S4/HANA aptly named Project 'SANGAM'(Solution Aligned for NFL's growth And Modernization), will mark a significant milestone in company's digital transformation journey. This integrated business solution promises real-time data insights, heightened productivity, and operational efficiency organization-wide, positioning NFL for sustained growth and competitiveness.

Looking ahead, NFL remains committed to explore emerging technologies, enhance digital infrastructure, and optimize processes to stay agile and responsive in an ever-changing business environment.

Material impact of CoVID-19 pandemic on operations and performance of the Company

During the FY 2023-24, there was no material impact of CoVID-19 pandemic on the operations and perforance of the Company.

AUDITORS

Statutory Auditors

The Statutory Audit of your Company was conducted by Chartered Accountants firms M/s. Dhawan & Co., Chartered Accountants and M/s. R S P H & Associates, Chartered Accountants, Joint Auditors appointed by Comptroller & Auditor General of India (C&AG). Auditor's Report on the Financial Statements including consolidated Financial Statements of the Company for the financial year 2023-24 is attached.

Proposal authorizing Board of Directors to decide & fix remuneration of Statutory Auditors appointed to be appointed by the Comptroller and Auditor General of India for the F.Y 2024-25 is placed for your approval.

Explanation in response to Auditor's Qualification

Statutory Auditors of the Company have issued an Audit Report with Unmodified opinion on Audited Financial Results of the Company (Standalone & Consolidated) for the financial year ended 31.03.2024.

Comments of C&AG

The Financial Statement (Standalone and consolidated) of the Company are subject to comments of C&AG of India under Section 143(6)(b) read with Section 129(4) of the Companies Act, 2013 which shall be sent to shareholders separately.

Cost Auditors

As prescribed under Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the cost accounting records are being maintained by all the Units of the Company. Cost Audit for 2023-24 was carried out by Cost Auditors M/s K.G. Goyal & Associates, M/s K.L Jaisingh & Co., M/s Ramanath Iyer & Co. and M/s R.K. Patel & Co., as prescribed under the Companies Act, 2013 and Rules framed thereunder. K.G. Goyal & Associates acted as the Lead Cost Auditor. Consolidated Cost Audit Report for the financial year 2022-23 was filed with Ministry of Corporate Affairs (MCA) on 01.09.2023.

Internal Auditors

Company has an Internal Audit Department headed by Deputy General Manager. To carry out Non-technical Audit, your company had appointed nine Chartered Accountant firms namely M/s. S.K.Mehta & Co, M/s. G.S. Mathur & Co., M/s. Raj HarGopal & Co., M/s J.Singh & Associates, M/s. Goyal Parul & Co., M/s. Chaturvedi & Co., M/s.S.N. Kapur & Associates, M/s. Amit Ray & Co., and M/s J.K.S.S & Associates for the year 2023-24. Technical Audit and IT/ EDP Audit was carried out by in-house internal audit teams.

Secretarial Auditors

M/s Kumar Naresh Sinha & Associates, Practicing Company Secretaries was appointed by the Board for undertaking the Secretarial Audit for the Financial Year 2023-24 in terms of Section 204 of Companies Act, 2013 and Rules made there under. Secretarial Audit Report for the year 2023-24 and Management's explanation to Secretarial Auditor's observations are appended as Annexure-13 which forms part of this Report.

Annual Secretarial Compliance Report for the Financial Year ended 31.03.2024 issued by M/s Kumar Naresh Sinha & Associates, Practicing Company Secretaries, under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as Annexure-14 which forms part of this Report.

Compliance with Secretarial Standards

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Audit Committee

The detailed disclosures have been made in the Corporate Governance Report annexed to this report. Nomination & Remuneration Committee and Remuneration Policy

Disclosures regarding Nomination & Remuneration Committee and Remuneration Policy are given in the Corporate Governance Report annexed to this report.

Stakeholders Relationship Committee

Disclosures regarding Stakeholders Relationship Committee are given in the Corporate Governance Report annexed to this report.

Corporate Social Responsibility and Sustainable Development Committee

Disclosures regarding Corporate Social Responsibility and Sustainable Development Committee are given in the Corporate Governance Report annexed to this report.

Company's policy on Director's appointment and remuneration

Ministry of Corporate Affairs has granted exemption vide notification No. GSR463 (E) dated 05.06.2015 to the Government Companies from the provisions of Section 134(3)(p) of the Companies Act, 2013. Director's appointment and remuneration is decided by the Government of India. Keeping in view the exemption, no Remuneration Policy has been formulated.

Board & Committee Meetings

The details of Board Meetings, Committee Meetings and Meetings of Independent Directors are given in the Corporate Governance Report annexed to this report.

Annual Return u/s 92(3) of the Companies Act, 2013

The Annual Return of the Company will be made available on the website of the Company at www.nationalfertilizers.com.

Investor Education and Protection Fund

The Company has complied with all the provisions relating to the Investor Education and Protection Fund (IEPF) under the Companies Act, 2013 and The Investor Education and Protection Fund Authority (Accountng, Audit, Transfer and Refund) Rules, 2016, made there under. Company Secretary is the Nodal Officer to deal with IEPF Authority and compliances related thereto.

During the year 2023-24, an amount of 3,89,045 of unpaid/unclaimed dividend amount was transferred to Investor Education and Protection Fund on account of unpaid/unclaimed dividend. Accordingly as per Section 124(6) of the Companies Act, 2013 and Rules notified thereunder, 9,455 shares were transferred to demat account of IEPF. The details of the unpaid/unclaimed dividend and shares transferred to IEPF Account for the previous years are available at the website of the Company www.nationalfertilizers.com.

Listing

Company's equity Shares are listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Other disclosures regarding listing regulations have been made in Corporate Governance Report.

Listing Fee

Company has paid requisite listing fee to the stock exchanges during the year 2023-24.

Service to Shareholders

All matters relating to transfer/transmission of shares, issue of duplicate share certificates, payment of dividend, de-materialization and re-materialization of shares and redressal of investors grievances are carried out by the Company's RTA i.e. M/s MAS Services Limited, New Delhi.

Code of Conduct

Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended 31.03.2024. Code of Conduct has been uploaded on the website of the Company at www.nationalfertilizers.com.

Corporate Policies & Codes

Details regarding various corporate policies & codes are given in the Corporate Governance Report and also available on the website of the Company atwww.nationalfertilizers.com.

Disclosure pursuant to FEMA Regulation

FEMA Regulations applicable to Companies owned or controlled by non-resident entity(s) are not applicable to NFL.

Key Business Development

Overview of the Indian & Global fertilizer industry is given in the Management Discussion & Analysis Report annexed to this report.

Disclosure regarding frauds

No fraud has been reported by the Auditor to the Audit Committee or to the Board, during the financial year 2023-24.

Details of the sickness of the Company

Not applicable.

Management

Key Managerial Personnel (KMP)

In compliance with provisions of Section 203 of the Companies Act, 2013, Key Managerial Personnel (KMP) position as on 31.03.2024 is as follows:

Dr. U. Saravanan has been appointed as Chairman & Managing Director w.e.f. 16.06.2023.

Shri Atul Baburao Patil, had been appointed as Chairman & Managing Director (Addl. Charge) w.e.f. 01.09.2022 to 15.06.2023

Shri Hira Nand, Chief Financial Officer.

Shri Ashok Jha, Company Secretary.

Board of Directors

Changes in Composition

Dr. U. Saravanan was appointed as Additional Director (Chairman & Managing Director) w.e.f. 16.06.2023 in terms of DoF order F. No. 82/1/2014-HR-I dated 15.06.2023 for a period with effect from the date of his assumption of charge of the post till the date of his superannuation i.e. 31.01.2027, or until further orders, whichever is earlier. Further, Members of the Company appointed him as Chairman & Managing Director, liable to retire by rotation at the 49th AGM.

Shri Atul Baburao Patil ceased to be Director (Marketing) in terms of DoF order no. 82/1/2021-HR-PSU dated 09.02.2024 by accepting his resignation from the post w.e.f. the date of approval of ACC i.e. 30.01.2024. He had been holding the additional charge of C&MD upto 15.06.2023.

Shri Pandya Ashwinkumar Balvantray ceased to be Non-Executive Independent Director w.e.f. 04.05.2023 on completion of his tenure.

In addition to above, Shri Rajan Kanwar has been assigned the additional charge of Director (Marketing), National Fertilizers Limited in terms of DoF Order No. 82/1/2021-HR-PSU (Part) (e-36197) dated 11.07.2024 for a period of one year with immediate effect or until posting of a regular incumbent, or until further orders, whichever is earliest.

Details of tenure of Directors are provided in the Corporate Governance Report.

Re-appointment of Directors at the AGM

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Rajan Kanwar (DIN:09772867) and Ms. Neeraja Adidam (DIN:09351163 ), will retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment.

Declaration by Independent Directors u/s 149(6) of the Companies Act, 2013

All Independent Directors have given declaration that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. In the opinion of the Board, the Independent Directors posses integrity and necessary expertise & experience.

Re-appointment of Independent Directors

As per Section 149(10) of the Companies Act, 2013, none of the Independent Directors have been reapointed on the Board of the Company during the FY 2023-24 .

Disqualifications of Directors

None of the Directors have committed any disqualification as provided under Section 164 of the Companies Act, 2013.

Remuneration to Directors

Details of Remuneration to Directors and Company Secretary are given in the Corporate Governance Report annexed to this Report.

Performance evaluation of Board of Directors

The details regarding performance evaluation of Board of Directors have been given in the Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 of the Company at the end of the financial year 2023-24 and of the profit of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgments

The Board of Directors acknowledge their gratitude for the valuable guidance and support received from the various wings of Government of India, in particular Department of Fertilizers, Fertilizer Industry Coordination Committee (FICC), various State Governments, Financial Institutions, Banks, stakeholders and all others whose continued support has been a source of strength to the Company.

Your Directors also acknowledge the suggestions received from Statutory Auditors, Internal Auditors, Cost Auditors, Secretarial Auditors and Comptroller and Auditor General of India and are grateful for their contined support and cooperation.

The Board would like to place on record its appreciation to the hard work, commitment and unstinting efforts put in by the employees at all levels throughout the year. Board also place on record active support and cooperation received from Employees Trade Union and Officers Association for sustained improvements.

Registered Office:	For and on behalf of the Board of Directors
Scope Complex, Core-IM,
7, Institutional Area, Lodhi Road,
New Delhi-110003.	(Dr. U. Saravanan)
Date: 29th August, 2024	Chairman & Managing Director
	DIN:07274628