Your Directors are pleased to present the 27th Annual Report together with the Annual Audited Financial Statements of theCompany for the financial year ended March 31, 2025.
Particulars
Consolidated
Standalone
FY 2024-25 |
FY 2023-24
FY 2024-25
Revenue from Operations
2,349.38
2,065.01
1,686.81
1,420.83
Other Income
43.73
55.85
55.54
67.37
Total Income
2,393.11
2,120.86
1,742.35
1,488.20
Profit before Depreciation, Finance Costs, ExceptionalItems and Tax
577.45
454.13
394.37
302.88
Less: Depreciation and Amortization Expenses
119.43
96.16
69.88
57.58
Less: Finance Costs
77.93
74.56
3.19
4.96
Profit before Exceptional Items and Tax
380.09
283.41
321.30
240.34
Add: Exceptional Items
-
52.13
Profit Before Tax
335.54
292.47
Less: Tax Expense
91.49
65.03
79.37
57.30
Less: Share of (loss) from Joint Venture (net)
0.02
0.01
Profit After Tax
288.58
270.50
241.93
235.17
Add: Surplus brought forward from the previous year
2,096.65
1,901.05
2,021.14
1,861.91
Amount available for appropriation
2,385.23
2,171.55
2,263.07
2,097.08
Appropriation:
Other Comprehensive Income/(Loss)*
1.33
(0.54)
1.52
(1.58)
Payment of Dividends
(59.50)
(74.36)
Reversal of excess provision of Dividend Distribution Tax
Surplus carried to Balance Sheet
2,327.06
2,205.09
*Remeasurement of (loss)/gain (net) on defined benefit plans, recognized as part of retained earnings.Note: Figures are regrouped wherever necessary to make the information comparable.
The Company had declared an Interim Dividend of '5/-per equity share (i.e. 250% of the face value), for thefinancial year 2024-25, which was paid in November
2024 from the profits of the Company.
The Board of Directors has recommended a FinalDividend of '7/- per equity share (i.e. 350% of the facevalue) for the financial year 2024-25 out of the profits ofthe Company which shall be paid on or after August 08,
2025 if declared by the Members of the Company at the27th Annual General Meeting (‘AGM’).
The paid Interim Dividend, and the recommendedFinal Dividend are in accordance with the provisions of
the Companies Act, 2013 (‘the Act’) and the DividendDistribution Policy of the Company which is available onthe Company’s website at https://www.nfil.in/investor/policies/ddp.pdf
3. STATEMENT OF COMPANY’S AFFAIRS &
YEAR IN RETROSPECT
The Company’s focus on operational excellence,disciplined execution and financial prudence whiledeepening existing, and establishing new strategicpartnerships has continued to serve well driving roboustoutcomes aligned to our key priorities. For the year endedMarch 31, 2025, the Company achieved a consolidatedrevenue from operations of '2,349.38 crores comparedto '2,065.01 crores, an increase of 13.77% over theprevious year. Consolidated earnings before interest,tax, depreciation and amortization (EBITDA), before
Q7
exceptional items, increased from '454.13 crores inthe previous year to '57745 crores during the yearended March 31, 2025. Consolidated Profit before Tax(PBT), before exceptional items, was '380.09 crores inthe current year as compared to '283.41 crores in theprevious year. The performance was underpinned bystrong delivery of operating cash flow of '570.81 croreson a consolidated basis, aided in part by continuedactions to tighten working capital.
The Consolidated Operating EBITDA, before otherincome and exceptional items, reached ' 533.72 crores,as compared to '398.28 crores during the previous year,an increase of 34.01%. Operating EBITDA Margin for theyear was at 22.72% against 19.29% in the previous year.Despite challenging market conditions and volatile geopolitical environment, the Company recorded sustainablegrowth in operating EBITDA underpinned by improvedcapacity utilisation, improved realisations throughoptimising product mix, disciplined cost management,execution and stabilisation of new capacities. Our corepriorities, aligned to driving shareholder value, remainon manufacturing excellence while pursuing strategicgrowth priorities underpinned by a robust projectexecution and a tight financial framework.
HPP (High Performance Products) and CDMO businessverticals secured strong growth underpinned by additionof capacities, product mix/ realisations as also strategicpartnerships. Specialty Chemicals business vertical sawa marginal decline of 6% on Y-o-Y basis from '848 croresin the previous year to '800 crores during the yearreflecting a cautious global demand scenario amidstheightened competitive pressures. Nevertheless, weremain optimistic on medium- to long-term outlook of thissector and our belief that demand for agchem chemicalswould witness growth given the underlying need toimprove yields as also growing applications in biofuelsspace. Our strong customer relations and relentlesspursuit on driving value for our customers, has yieldedpositive results reflecting higher capacity utilisation whilstsupporting overall Company EBITDA levels. HPP andCDMO businesses saw 26% & 31% growth respectivelyover previous year.
During the year, HPP business vertical recorded sales of'1,206 crores compared to '955 crores in the previousyear, contributing around 51% of the overall turnover.Revenue growth was underpinned by strong sales ofour new R-32 capacity, stable orchid operations andimproved pricing and mix. During the year, HPP businesscommenced operations of its new HFC asset. Refrigerantgases business witnessed strong demand coupled withimproved pricing across products. Performance of theinorganic fluorides division improved, driven by betterpricing and improved capacity utilisation. Our AHF project,involving an investment of '450 crores, is on track, and weanticipate commissioning by Q2FY26. With new capacityenvisioned following the execution of the HF Capex,the business aims to leverage its position by expandinginto newer high margin products and harnessing newopportunities in the emerging sectors. HPP businessremains focused on developing eco-friendly refrigerants,which are gaining popularity in the market. The businessaims to continue investing responsibly in this space toensure that it plays a leadership role by helping India andthe world transition to eco-friendly refrigerants, rampingup capabilities further.
In the CDMO business, we are encouraged by the tractionwith our European CDMO partner and the deepeningof our relationship. Additionally, our strategic focus onlate-stage and commercial molecules continues to yieldpositive results with the business continuing to witnesshigher levels of customer inquiries than previously.The business contributed 15% of overall turnover forthe year. Our Dewas site has earned Gold Medal in theEcovadis assessment, recognizing our commitment tosustainability and responsible business practices. Duringthe year, CDMO recorded sales of ' 343 crores comparedto ' 262 crores in the previous year, contributing around15% of the overall turnover.
Key raw material costs moved in a mixed trend throughthe year with prices of Fluorspar and sulphur increasingover a period of time. Boric Acid and bromine sawdecline y-o-y. Chloroform was broadly flat y-o-y. On theenergy cost front, average power cost & the natural gasprices were down by ~6% y-o-y. The Company’s strategyon building a resilient supply chain continues in actionwith increasingly diverse sources for key imported rawmaterials and securing majority of other raw materialswithin close proximity to its sites. Further, during theyear, the Company has focused on increasing the usageof green power and is proud to share that about 30% ofSurat plant’s power consumption was from green sourceswith plans in place to enhance this in coming years.
During the year, the Company successfully commissionedFluoro Specialty plant at Dahej, with an investment of '540crores. This project is a significant step forward for us.Similarly, the Company also successfully commissionedHFC (R-32) plant at Surat. Our AHF project, involvingan investment of '450 crores is progressing well andexpected to commission by Q2FY26. Our cGMP4 projectis also advancing well. Phase 1, involving an outlay of'160 crores, is progressing as planned, and we aimto have it operational by the last quarter of CY2025.
These investments lay the foundation for the nextphase of growth while enabling us to not only enhanceour global market reach but also provide the buildingblocks for future growth. During the year, Indian rupeedepreciated against all major global currencies. Ourexports decreased from 65% to 56%. The exchange lossof '0.10 crores as seen in the financials is on account oftiming difference of foreign exchange transactions andtheir realisation and / or restatement.
During the year, the Company continued to investin enhancing capability through focussed actionsin Technology and Development, Research andDevelopment and Business Development functions.Improvement in operational efficiencies, new productdevelopment, working on novel chemistries anddeveloping long-term partnerships continued to remaincore ingredients of the Company’s strategy. Throughoutthe year, cross functional teams continued to work onsuccessful scaleup, improving productivity, quality andcosts of various products to enable businesses gaincompetitive advantage in the market.
On a standalone basis, for the year ended March31, 2025, the Company achieved total revenue fromoperations of '1,686.81 crores, Earnings before interest,tax, depreciation and amortization (EBITDA), beforeexceptional items of '394.37 crores and Profit before tax(PBT), before exceptional items, of '321.30 crores. TheCompany maintained ‘CARE AA’ rating, indicating highdegree of safety with respect to timely servicing of financialobligations and very low credit risk, for borrowings witha tenure of more than one year. The rating for short-termfacilities of tenure less than one year, remains at ‘CAREA1 ’ indicating very strong degree of safety with respectto timely servicing of short-term financial obligations andlowest credit risk. During the year, the Company continuedto enjoy ‘Responsible Care’ accreditation and publishedits first sustainability report. The Company is confidentof continuing to lead the way in innovation, sustainabilityand excellence. Together, we will build a brighter, moresustainable future for generations to come. Further detailsare provided under various other heads of this Reportand in the Management Discussion and Analysis Reportannexed to this Report.
The Company has 6 (six) subsidiaries as under:
(i) Sulakshana Securities Limited ('SSL'):
An entity created to settle dues of the term lendersof Mafatlal Industries Limited, remained a wholly -owned subsidiary of the Company. After settling
all the third-party dues, SSL was left with 1,455Square Meters of commercial floor space at MafatlalCentre, Nariman Point, Mumbai and a significantportion of this property has been leased out oncontemporary terms.
(ii) Manchester Organics Limited ('MOL'):
The Company owns 100% of MOL, a specializedchemicals research company in Runcorn, U.K.,holding 51% of the ordinary voting shares of MOLdirectly and the balance 49% through NFIL (UK)Limited, a 100% stepdown subsidiary created for thepurpose. During the year, MOL reported a turnoverof £1,760K and net profit of £60K. Improvement inprofitability reflects continued actions on optimisingcost and monetisation of inventory as also enhancedintegration with the Company.
(iii) NFIL (UK) Limited:
It is a Wholly Owned Subsidiary of the Companyincorporated in the UK to acquire the balanceshareholding of 49% of MOL.
(iv) NFIL USA Inc.:
A step-down subsidiary, NFIL USA Inc. was formedas a Wholly Owned Subsidiary of NFIL (UK) Limited.The primary objective of formation of this Companywas to increase the market penetration in the USAof the CDMO business and attracting appropriatetalent as and when the business needs expansion.
(v) Navin Fluorine (Shanghai) Co. Limited:
It is a wholly owned foreign enterprise underChinese Laws, and was incorporated with a viewto establish a strategic presence closer to thesource of key raw materials, whilst helping forgestrategic relationships and enabling businesses tomake informed decisions to secure procurementefficiencies and advantage.
(vi) Navin Fluorine Advanced Sciences Limited ('NFASL'):NFASL was incorporated in February 2020. NFASLis a material subsidiary. NFASL commencedcommercial operations during the financial yearended March 31, 2023. During the financial yearended March 31, 2025, it achieved total revenuefrom operations of '840.94 crores, Earnings beforeinterest, tax, depreciation and amortization (EBITDA),before exceptional items of '187.30 crores andProfit before tax (PBT), before exceptional items,of '60.63 crores.
During the year, assets capitalised in NFASLamounting to '800.37 crores include the recentlycommissioned fluoro plant as well as assetssupporting efficiency improvements. Further, inFY26, NFASL will incur mainly capital expenditureon HF manufacturing plant which is expected tocommission by Q2FY26.
Capex undertaken in NFASL is funded throughmix of debt and equity contribution. As on March31, 2025, debt outstanding stood at '1,401.33crores. The said loans are secured by way of firstcharge on NFASL’s fixed assets, second charge onits current assets and corporate guarantees givenby the Company.
Policy for determining material subsidiary isavailable at https://www.nfil.in/investor/policies/NFIL-Policy%20for%20Determining%20Material%20Subsidiary-2025-Final.pdf
The Company is a joint venture partner withGujarat Mineral Development Corporation Limited(‘GMDCL’) and Gujarat Fluorochemicals Limited, inSwarnim Gujarat Fluorspar Private Limited, formedfor the purpose of beneficiation of fluorspar ores tobe supplied by GMDCL from its mines.
No company has become or ceased to becomesubsidiary, associate or JV of the Companyduring the year.
Pursuant to Section 129(3) of the Act, a separatestatement containing salient features of the financialstatements of each subsidiary and JV of theCompany is annexed in the format of Form AOC-1to the Financial Statements of the Company. TheFinancial Statements of all the aforesaid subsidiariesand Joint Venture have been considered in theAnnual Audited Consolidated Financial Resultsof the Company.
The Annual Financial Statements of all subsidiarycompanies are placed on the Company’s websiteat https://www.nfil.in/investor/annu reports.html.Copies of the same will be made available tointerested Members who may write to the CompanySecretary in this regard.
5. CAPITAL STRUCTURE OF THE COMPANY
No. of EquityShares
Face
Value
(')
Paid-upShareCapital (')
Paid-up ShareCapital as on April01,2024
4,95,64,480 (fullypaid) and 8,920(?1/- paid-up)
2/-
9,91,37,880/-
Equity Sharesallotted underESOPs during thefinancial year2024-25*
16,725
33,450/-
Paid-up ShareCapital as onMarch 31, 2025
4,95,81,205 (fullypaid) and 8,920('1/- paid-up)
9,91,71,330/-
* The equity shares allotted under Employees' Stock OptionScheme 2007 and Employees' Stock Option Scheme 2017rank pari-passu with existing equity shares of the Company.
Out of 8,920 partly paid equity shares, for 860 partly paidequity shares the Company has received the pendingapplication money and interest thereon. Further, theCompany has received corporate action approvals forthese 860 shares and is in process of obtaining listingand trading approvals.
6. MANAGEMENT DISCUSSION ANDANALYSIS REPORT, AND CORPORATEGOVERNANCE REPORT
Pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (‘SEBI ListingRegulations’), the Management Discussion and AnalysisReport, and Corporate Governance Report along with theCertificate received from Parikh & Associates, PractisingCompany Secretaries, confirming compliance withcorporate governance requirements as per SEBI ListingRegulations are annexed as ‘Annexure 1’ and ‘Annexure2’ respectively to this Report
7. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT
The Company is committed to the highest environmental,social and governance standards. In accordance withSEBI Listing Regulations, the Business Responsibility andSustainability Report describing the initiatives taken bythe Company on this front, in the prescribed format isannexed as ‘Annexure 3’ to this Report.
8. CORPORATE SOCIAL RESPONSIBILITY
Padmanabh Mafatlal Group’s logo itself depicts that theCompany’s primary focus is not limited to creating value,but also extends to sharing it. The Company considers
CSR as one of the important means of sharing value withthe community in which it operates.
The Company’s CSR Policy is reflective of its CSRphilosophy and highlights the snapshot of activitiesundertaken by the Company. The scope of the Policyincludes the areas covered under the Policy and activitieseligible for CSR contribution. The other aspects coveredby the Policy include guiding principles for: (i) selectionof CSR activities and annual action plan, (ii) execution ofCSR activities and (iii) monitoring CSR activities, alongwith voluntary impact assessment.
The Company’s CSR policy is available on the websiteof the Company at https://www.nfil.in/investor/policies/NFIL CSR Policy 1.pdf
The Company’s CSR initiatives extend across health,education, sports, sustainable livelihood, animal careand other social causes through its CSR expenditureof '6.91 crores for the financial year 2024-25 vis-a¬vis mandatory spend of '6.62 crores pursuant to theprovisions of Section 135 of the Act. In addition to this,CSR spend from Navin Fluorine Advanced SciencesLimited was '0.89 crores and from Sulakshana SecuritiesLimited was '0.15 crores. The requisite details on CSRinitiatives pursuant to Section 135 of the Act read withthe Companies (Corporate Social Responsibility Policy)Rules, 2014 are annexed as ‘Annexure 4’ to this Report.
Though not statutorily required, the Company voluntarilyconducted impact assessment of its project implementedthrough Foundation for Promotion of Sports during FY2022-23, exemplifying the Company’s commitment totransparent and responsible practices. The assessmentwas carried out by MMJC Consultancy LLP and executivesummary on the same is annexed to Annexure 4.
The Company’s approved Annual Action Plans on CSRare available on the Company’s website at https://www.nfil.in/csr/index.html
The Annual Return of the Company for the financial year2024-25 is available on the website of the Company athttps://www.nfil.in/investor/annu reports.html.
As per Section 124 of the Act read with the Rules madethereunder, any dividend amount transferred to UnpaidDividend Account which remains unclaimed or unpaidfor 7 years is transferred to IEPF and shares in respect
of which dividend has not been paid or claimed for 7consecutive years or more are transferred to IEPF.
The details of shares and dividends transferred to IEPFby the Company during the year are available at https://www.nfil.in/investor/unpaid.html. The Company intimatesconcerned Members and issues public notice in respectof shares to be transferred to IEPF in the newspaper,on timely basis.
The details of loans and guarantees given, securitiesprovided and the investments made by the Company ason March 31, 2025 pursuant to Section 186 of the Act areprovided in the Annual Audited Financial Statements.
All Related Party Transactions that were entered intoduring the financial year were in the ordinary courseof the business and on arm’s length basis. Pursuant toclause (h) of sub-section (3) of Section 134 of the Actand Rule 8(2) of the Companies (Accounts) Rules, 2014,the details of contracts / arrangements entered withrelated parties in prescribed Form AOC-2, is annexed as‘Annexure 5’ to this Report.
The Company’s Policy on materiality of relatedparty transactions and on dealing with related partytransactions is available on the Company’s website athttps://www.nfil.in/investor/policies/NFI L-Policy%20on%20Materiality%20of%20Related%20Party%20Transactions%20and%20on%20dealing%20with%20RPT-Final-2025.pdf.
During the year, 8 (eight) Board Meetings were held.The details of the Board Meetings are mentioned in theCorporate Governance Report annexed to this Report.
All Independent Directors of the Company havesubmitted declarations confirming that:
a) They are independent as per Section 149(6) of theAct and Regulation 16 of SEBI Listing Regulations;
b) They have registered themselves with IndependentDirectors’ Database of The Indian Institute ofCorporate Affairs (‘IICA’) and have cleared theonline proficiency test of IICA, as applicable;
c) They are not aware of any circumstances or situations,which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge theirduties with an objective independent judgment andwithout any external influence; and
d) They have complied with the Code of Conductfor Independent Directors as prescribed underSchedule IV to the Act, as applicable.
Accordingly, the Board of Directors of the Company isof the view that Independent Directors fulfil the criteriaof independence and they are independent from themanagement of the Company.
As required under the provisions of Section 134 of theAct, your Directors report that:
(a) In the preparation of the annual accounts, theapplicable accounting standards have beenfollowed along with proper explanation relating tomaterial departures;
(b) The Directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fair view of thestate of affairs of the Company at the end of thefinancial year and of the profits of the Companyfor that period;
(c) The Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;
(d) The Directors have prepared the annual accountson a going concern basis;
(e) The Directors have laid down internal financialcontrols (as required by Explanation to Section134(5)(e) of the Act) to be followed by the Companyand such internal financial controls are adequateand are operating effectively; and
(f) The Directors have devised proper systemsto ensure compliance with the provisions of allapplicable laws and such systems are adequate andoperating effectively.
Mr. Sunil S. Lalbhai’s second term as IndependentDirector of the Company ended on June 24, 2024. TheBoard of Directors of the Company, at its Meeting held onMay 07, 2024, appointed him as Additional Director and,Non-Executive Non-Independent Director with effect
from June 25, 2024, based on the recommendations ofthe Nomination and Remuneration Committee, subject toapproval of the Members of the Company.
The Board of Directors of the Company, at its Meetingheld on May 07, 2024, appointed Mr. Abhijit J. Joshi asan Additional Director and Independent Director ofthe Company for a tenure of 5 (five) consecutive yearscommencing from May 07, 2024 and ending on May 06,2029, based on the recommendations of the Nominationand Remuneration Committee, subject to approval of theMembers of the Company.
The Board of Directors of the Company, at its Meetingheld on June 03, 2024, appointed Mr. Nitin G. Kulkarnias (a) Additional Director of the Company w.e.f. June 24,2024, and (b) Managing Director and Key ManagerialPersonnel of the Company for a tenure of 5 (five)consecutive years commencing from June 24, 2024to June 23, 2029, based on the recommendations ofNomination and Remuneration Committee, subject toapproval of the Members of the Company.
Mr. Pradip N. Kapadia, Mr. Sudhir G. Mankad and Mr. HarishH. Engineer ceased to be Independent Directors of theCompany upon completion of their second term of 5(five) consecutive years on June 24, 2024. Ms. Radhika V.Haribhakti ceased to be an Independent Director of theCompany upon completion of her second term of 5 (five)consecutive years on July 29, 2024.
At the 26th Annual General Meeting of the Company heldon August 01, 2024, the following changes occurred inthe Board of the Company:
• Mr. Mohan M. Nambiar, Non-Executive Non¬Independent Director, retiring by rotation, thougheligible, did not offer himself for re-appointmentas Director as due to his age, he had chosen togradually reduce his engagements.
• Mr. Nitin G. Kulkarni was appointed as Director ofthe Company and as the Managing Director of theCompany for 5 (five) consecutive years commencingfrom June 24, 2024 and ending on June 23, 2029.
• Mr. Abhijit J. Joshi was appointed as an IndependentDirector of the Company, not liable to retire byrotation, for a term of 5 (five) consecutive yearscommencing from May 07, 2024 and endingon May 06, 2029.
• Mr. Sunil S. Lalbhai was appointed as Non-ExecutiveNon-Independent Director of the Company, liable toretire by rotation.
The Company places on record its deep senseof appreciation for the invaluable services
rendered and guidance provided by Mr. Kapadia,Mr. Mankad, Mr. Engineer, Ms. Haribhakti and Mr. Nambiarduring their tenure.
The Board recommends to the Members of the Company,the re-appointment of Mr. Vishad P. Mafatlal, Director ofthe Company, who retires by rotation at the forthcomingAGM and being eligible, has offered himself for re¬appointment as a Director.
The Board of Directors of the Company at its Meeting heldon May 09, 2025, re-appointed Mr. Ashok U. Sinha as anIndependent Director of the Company for second termof 5 (five) consecutive years commencing from October28, 2025 and ending on October 27, 2030 based on therecommendations of the Nomination and RemunerationCommittee, subject to approval of the Members of theCompany. The Board recommends to the Members ofthe Company, the re-appointment of Mr. Sinha as anIndependent Director of the Company.
Brief profiles of Mr. Mafatlal and Mr. Sinha are provided inthe Notice convening the 27th Annual General Meeting.
The Company has duly constituted the following statutorycommittees as per the provisions of the Act and SEBIListing Regulations:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders’ Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
The details of the composition, number of Meetings, termsof reference and other information of all the aforesaidcommittees are included in the Corporate GovernanceReport which forms part of this Report.
The composition of the Audit Committee is as under:
Sr. No. Names
Designation
1.
Mr. Sujal A. Shah
Chairman
2.
Mr. Sunil S. Lalbhai
Member
3.
Mr. Ashok U. Sinha
4.
Mr. Atul K. Srivastava
During the year, there were no instances when therecommendations of the Audit Committee were notaccepted by the Board of Directors of the Company.
As per the requirements of the Act and SEBI ListingRegulations, the Company has a Whistle Blower Policyapproved by the Board of Directors. The objectives ofthe policy are:
a) To provide a Vigil Mechanism for Directors andemployees of the Company and other personsdealing with the Company to report to theAudit Committee, their concerns relating to theCompany, any instance of unethical behaviour,actual or suspected fraud or violation of theCompany’s Ethics Policy;
b) To safeguard the confidentiality and interest ofsuch employees / other persons dealing with theCompany against victimization, who notice andreport any unethical or improper practices; and
c) To appropriately communicate the existence of suchmechanism within the organization and to outsiders.
Whistle Blower Policy is available on the website ofthe Company at https://www.nfil.in/investor/policies/Whistle%20Blower%20Policy.pdf. The Company confirmsthat no personnel have been denied access to the AuditCommittee pursuant to the whistle blower mechanism.
Pursuant to the provisions of the Act and SEBIListing Regulations, performance evaluation wascarried out as under:
In accordance with the criteria suggested by theNomination and Remuneration Committee, the Board ofDirectors evaluated the performance of the Board, havingregard to various criteria such as Board composition,Board processes and Board dynamics. The IndependentDirectors, at their separate Meeting, also evaluated theperformance of the Board as a whole based on variouscriteria. The Board and the Independent Directors wereof the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.
The performance of the Audit Committee, the CorporateSocial Responsibility Committee, the Nomination andRemuneration Committee, the Stakeholders’ RelationshipCommittee and the Risk Management Committee wasevaluated by the Board having regard to various criteria
such as committee composition, committee processesand committee dynamics. The Board was of theunanimous view that all the committees were performingtheir functions satisfactorily and according to themandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act read withthe Rules made thereunder and SEBI Listing Regulations.
(a) Independent Directors: In accordance withthe criteria suggested by the Nomination andRemuneration Committee, the performance of eachIndependent Director was evaluated by the entireBoard of Directors (excluding the Director beingevaluated) on various parameters like qualification,experience, availability and attendance, integrity,commitment, governance, independence,communication, preparedness, participationand value addition. The Board appreciated thecontribution made by all the Independent Directorsin guiding the management and concluded thatcontinuance of each Independent Director on theBoard will be in the interest of the Company. TheBoard was also of the unanimous view that eachIndependent Director was a reputed professionaland brought his/her rich experience to thedeliberations of the Board.
(b) Non-Independent Directors: The performance ofeach of the Non-Independent Directors (includingthe Executive Chairman) was evaluated by theIndependent Directors at their separate meeting.Further, their performance was also evaluated bythe Board of Directors. Various criteria consideredfor the purpose of evaluation included qualification,experience, availability and attendance, integrity,commitment, governance, communication etc.The Independent Directors and the Board were ofthe unanimous view that all the Non-IndependentDirectors were providing good business andpeople leadership.
The Company has a policy on Appointment andRemuneration of Directors, Key Managerial Personneland Other Employees as per Section 178(3) of theAct and Regulation 19 of SEBI Listing Regulations,which includes:
• Criteria for identification of persons for appointmentas Directors and in senior management positions
• Criteria for determining qualifications, positiveattributes, independence of a Director
• Board Diversity
• Remuneration to Non-Executive Directors, KeyManagerial Personnel and Senior Management andremuneration to other employees
The Policy on Appointment and Remuneration ofDirectors,Key Managerial Personnel and Other Employees isavailable on the Company’s website at https://www.nfil.in/investor/policies/Policyardkmpe.pdf.pdf.
The properties, insurable assets of the Company suchas Buildings, Plants and Machineries and inventories,among others, are adequately insured.
The Company has a Directors & Officer’s Liability (D&O)Policy which covers the Directors and Officers for theliabilities, if any, arising out of their actions/decisionsin the normal course of discharge of their dutiesfor the Company.
The Company has two Employees’ Stock OptionSchemes viz. Employees’ Stock Option Scheme 2007and Employees’ Stock Option Scheme 2017 (‘ESOS2017’) which are in compliance with the SEBI (ShareBased Employee Benefits and Sweat Equity) Regulations,2021 and there were no material changes therein. Inthis regard, a certificate from Parikh & Associates, theSecretarial Auditors of the Company, will be placed at the27th Annual General Meeting for inspection by Members.
During the year, 50,000 Stock Options were granted toan eligible employee of the Company under ESOS 2017.The relevant details of the Employees’ Stock OptionSchemes as per SEBI (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021 are specified in‘Annexure 6’ to this Report.
The total number of permanent employees of theCompany as on March 31, 2025 was 988. The requisitedetails under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 form part of‘Annexure 7’ to this Report.
The requisite details relating to the remuneration ofthe specified employees under Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 form part of thisReport. Further, this Report and Financial Statements arebeing sent to Members excluding the aforesaid annexure.In terms of Section 136 of the Act, the said annexurewill be open for inspection by any Member. InterestedMembers may write to the Company Secretary.
The Company has in place a gender neutral Anti-SexualHarassment Policy which aims to provide an environment,which is free of discrimination, intimidation and abuse.The Company has complied with provisions relatingto the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013. Duringthe year, no complaints were received from employeesin this regard.
The Company has in place adequate internal financialcontrols with reference to Financial Statements. It haslaid down certain guidelines, policies, processes andstrictures which are commensurate with the nature, size,complexity of operations and the business processesfollowed by the Company. These controls enable andensure the systematic and efficient conduct of theCompany’s business, protection of assets, preventionand detection of frauds and errors and the accuracy andcompleteness of the accounting and financial records.The controls have been reviewed and found satisfactoryon the following key control matrices:
a. Entity level controls
b. Financial controls
c. Operational controls
The Company has a built-in review and controlmechanism to ensure that such control systems areadequate and operating efficiently and these arepersistently reviewed for effectiveness. The internalcontrol system is maintained by qualified personnel andthere is an internal audit review on a regular basis, tosuggest adequacy and effectiveness of the system andto recommend improvements.
The Audit Committee of the Board of Directors approvesthe annual internal audit plan and periodically reviewsthe progress of audits as per approved audit planalong with critical internal audit findings presented byinternal auditors and status of implementation of auditrecommendations.
The Company has a structured risk managementframework and policy that provides an all-inclusiveapproach to safeguard the organization from variousrisks, both operational and strategic, through adequateand timely actions. It is designed to anticipate, evaluateand mitigate risks that could materially impact thebusiness objectives. The potential risks are inventorisedand integrated with the management process suchthat they receive the necessary consideration duringthe decision making. Further details are provided inthe Management Discussion and Analysis Report andCorporate Governance Report annexed to this Report.
27. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Total Foreign Exchangeused
348.72
262.58
Total Foreign Exchangeearned
631.74
646.06
The information on conservation of energy andtechnology absorption is disclosed in ‘Annexure 8’ tothis Report pursuant to Section 134 of the Act read withthe Companies (Accounts) Rules, 2014.
At the 24th AGM held on July 27, 2022, the Membersof the Company approved the re-appointment ofPrice Waterhouse Chartered Accountants LLP (FirmRegistration No. 012754N/N500016) for a second termof 5 (five) consecutive years commencing from theconclusion of the 24th Annual General Meeting until theconclusion of 29th Annual General Meeting based on therecommendations of the Audit Committee and the Board.
There is no qualification, reservation or adverse remarkor disclaimer made by the Statutory Auditors in theirreport on the Standalone and Consolidated FinancialStatements of the Company for the financial year endedMarch 31, 2025.
As required under Rule 11 of the Companies (Audit andAuditors) Rules, 2014, auditors’ report has highlightedthe fact that your Company has used an accountingsoftware for maintaining its books of account which hasa feature of recording audit trail (edit log) facility and that
has been operating throughout the year for all relevanttransactions, except when certain privileged accessare used, the audit log at the application and databaselevel does not capture the pre-modified values for thechanges. Further, privileged access to the applicationand database continues to be restricted to a limited set ofusers who necessarily require the same for maintenanceand administration.
Auditor’s report also states that in respect of softwareused for processing payroll records, which is operatedby a third-party software service provider, have the auditlog feature enabled at application level and the samehas been operating throughout the year. However, atthe database level, the ISAE 3402 Type 2 report is notavailable and accordingly the auditors were unable tocomment whether the audit trail feature at the databaselevel was enabled and operated throughout the year.We would like to highlight that we are working with thepayroll process service provider to ensure the availabilityof required reports and audit trails.
The Board recommends to the Members of the Company,the appointment of Parikh & Associates, PractisingCompany Secretaries as Secretarial Auditors of theCompany for a term of five consecutive years, from thefinancial year 2025-26 to financial year 2029-30 andremuneration to be paid to them.
Pursuant to Section 204(1) of the Act and Regulation 24Aof SEBI Listing Regulations, the Secretarial Audit Reportof the Company for the financial year ended March 31,2025 issued by Parikh & Associates, Practising CompanySecretaries, is annexed as ‘Annexure 9’ to this Report.Further, the Secretarial Audit Report of Navin FluorineAdvanced Sciences Limited, a Material Wholly OwnedSubsidiary, for the financial year ended March 31, 2025issued by Parikh & Associates, Practising CompanySecretaries, is annexed as ‘Annexure 10’ to this Report.The aforesaid Reports do not contain any qualification,reservation or adverse remark or disclaimer.
Pursuant to Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules, 2014,maintenance of cost records is applicable to theCompany and accordingly, such accounts and recordsare being maintained.
The Board of Directors, based on the recommendationsof the Audit Committee, appointed B. Desai & Co., (FirmRegistration No. 005431), Cost Accountants, as CostAuditors to audit the cost accounts of the Companyfor the financial year 2024-25 on agreed remunerationof '5,50,000/-.
As required under the Act, necessary resolution seekingMembers’ ratification for the remuneration payable to B.Desai & Co. is placed at the 27th Annual General Meeting.The Cost Audit Report in respect of the financial year2024-25 will be filed within the statutory timeline.
The Company has complied with the Secretarial Standardson Meetings of the Board of Directors and GeneralMeetings issued by the Institute of Company Secretariesof India and approved by the Central Government.
a) The Company has not accepted any deposit fromthe public pursuant to Section 73 of the Act and theCompanies (Acceptance of Deposits) Rules, 2014;
b) The Company has not issued equity shares withdifferential rights as to dividend, voting or otherwise;
c) The Whole Time Director, Key Managerial Personneland Managing Director of the Company have notreceived any remuneration or commission from anyof the subsidiaries;
d) No significant and material Orders have beenpassed by the regulators or courts or tribunals whichimpact the going concern status and the Company’soperations in future;
e) As there was no buyback of shares during the year,the Company has nothing to disclose with respectto buyback of shares;
f) None of the Auditors of the Company have reportedany fraud as specified under the second proviso ofSection 143(12) of the Act;
g) There were no revisions of financial statementsand the Board’s Report of the Company during theyear under review;
h) There were no material changes and commitmentsaffecting the financial position of the Company thathave occurred between the end of the financial yearto which the financial statements relate and the dateof this Report;
i) There was no change in the nature of theCompany’s business;
j) No application has been made under the Insolvencyand Bankruptcy Code, 2016. Hence, the requirementto disclose the details of the application made or anyproceeding pending under the said Code duringthe year along with their status as at the end of thefinancial year is not applicable;
k) The requirement to disclose the details of thedifference between the amount of the valuationdone at the time of one-time settlement and thevaluation done while taking a loan from the Banks orFinancial Institutions along with the reasons thereof,is not applicable; and
l) As permitted under the provisions of the Act, theBoard does not propose to transfer any amount togeneral reserve.
The Board wishes to place on record its sincere
appreciation for the dedicated services rendered by the
employees who have largely contributed to the efficientmanagement of the Company. The Board also places onrecord its appreciation for the persistent support from theshareholders, customers, suppliers, dealers, distributors,Governments, bankers, lenders and other stakeholders.
By order of the Board of DirectorsFor NAVIN FLUORINE INTERNATIONAL LIMITED
Vishad P. Mafatlal
Date: May 09, 2025 Chairman
Place: Mumbai DIN: 00011350
Registered Office:
Office No. 602, 6th Floor, Natraj by Rustomjee,
Near Western Express Highway,
194, Sir Mathuradas Vasanji Road,
Andheri (East), Mumbai 400069, IndiaTel: 91 22 6650 9999; Fax: 91 22 6650 9800E-mail ID: info@nfil.in; Website: www.nfil.inCIN: L24110MH1998PLC115499