India Pesticides Ltd

To,

The Members,

India Pesticides Limited

The Directors have pleasure in presenting their Annual Report of the Company together with the Audited Accounts for the Financial Year ended on 31^st March 2025.

(All amount in Indian rupees crores, unless otherwise stated)

During the Financial year, the standalone turnover of the Company has increased in this year compared to previous year to Rs 829.02 crore from Rs 680.62 crore and consolidated turnover of the Company has also increased in this year compared to previous year to Rs 828.61 crore from Rs 680.41 crores. The Company has earned a net profit of Rs 84.37 crores as compared with the previous year's profit of Rs 61.20 crores on standalone basis and earned a consolidated net profit of Rs 82.18 crores as compared with the previous year's profit of Rs 60.17 crores.

The Company was Awarded by BIS for achieving Five Years of Zero-Defect Excellence of Manufacturing ISI marked products complying Indian Standards. Mr. S.P Gupta, CFO of the Company was awarded the best CFO Award in the category of Small Enterprises segment under Manufacturing Sector by Financial Express. The award was given by Honorable Union Minister Mr. Ashiwini Vaishnaw.

IPL has signed an agreement with Fourth Partner Solar Power Private Limited and the producer shall have the right to establish and operate the Solar power plants to source solar power from the said SPV for a term of 25 years from the Commercial operations. IPL has also

registered 2 advanced in-house laboratories with the Department of Scientific and Industrial Research (DSIR).

The Company has been awarded the Technical Equivalence (TEQ) certification by the European Union (EU) for our technical grade Insecticides. This will further strengthen the export revenue of the Company and will result in increased foreign exchange for the Country.

There is no increase in Technical & Formulations capacity of both our plants i.e. Sandila and Dewa Road. The existing capacity has already boosted our productivity and efficiency. However, IPL has successfully commissioned an intermediate plant towards Backward Integration of one of the Fungicide which was primarily being imported. It is based on our in-house Indigenous R&D Technology. This is one of many steps taken by the Company in line with the ‘Government of India's initiative ‘Aatma Nirbhar Bharat' by substituting import and manufacturing in India. The increased capacity of intermediate plant for fungicide to be used for captive consumption.

A brief description of our Technical & Formulations capacity in our both plants are as follows:

The Authorized Share Capital of the Company as on 31.03.2025 was Rs 15,00,00,000 divided into 15,00,00,000 Equity Shares of Rs 1 each and the Paid-Up Equity Share Capital as on 31.03.2025 was Rs 11,51,63,508 divided into 11,51,63,508 Equity Shares of Rs 1 each. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

The Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS'). The Audited Consolidated Financial Statements together with the Auditor's Report thereon forms part of this Annual Report. The Annual Financial Statements of the subsidiaries i.e Shalvis Specialities Limited (SSL) and Amona Specialities Private Limited (ASPL) and related detailed information will be made available to Members seeking information till the date of the AGM. They are also available on the website of the Company at https://www.indiapesticideslimited.com/InvestorRelations.php

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company's website at the weblink: https://www.indiapesticideslimited. com/InvestorRelations.php

Our Company has two Subsidiaries one is a Wholly Owned Subsidiary named Shalvis Specialities Limited the other one is a Subsidiary named Amona Specialities Private Limited. The Statement containing salient features of the Financial Statement of Subsidiaries/Associate companies/joint ventures (Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is attached AOC-1 as Annexure 1.

Details of Subsidiaries are as under: -

SSL is a wholly owned subsidiary Company of IPL and incorporated on 18^th January, 2021 as a public company limited by shares under the Companies Act, 2013 having CIN: U24290UP2021PLC140490 and registered Office at 35-A, Civil Lines, Bareilly 243001 and its Corporate Office at Water Works Road, Swarup Cold Storage, Aishbagh, Lucknow.

Formulation Plant of SSL is operational and Erection of Multiple Purpose Technical Plant is in progress. SSL has received 11 Registrations under 9(4) & 18 Registrations under 9(3) Category from CIB (Central Insecticides Board) for Technical Products. Commercial Production of Technical plants will be started in Q2 FY 2025-26.

ASPL was incorporated on January 04, 2024 as a Private Limited Company, Limited by shares under the Companies Act, 2013. Its CIN is U20210UP2024PTC195286. It has its Registered Office situated at 7-Way Lane, Corporation no. 27/12 Hazratganj, Gokhley Marg, Lucknow,226001 and its Corporate Office at Water Works Road, Swarup Cold Storage, Aishbagh, Lucknow,226004. However, the Company decided to dispose off/disinvestment in the Amona Specialities Private Limited.

The Company has no Joint Venture or Associate Company.

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year 2024-25 of the company to which the financial statements relate and the date of the report during the year under review, as required under Section 134(3)(l) of the Companies Act, 2013.

The Company has laid down Internal Financial Controls that include a risk-based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy and completeness of the accounting records and assurance on the reliability of financial information. The Company maintains adequate and effective internal control systems commensurate with its size and complexity. An independent internal audit function is an important element of the Company's internal control systems. This is executed through an extensive internal audit programme and periodic review by the management and the Audit Committee. Independence of the Internal Auditor is ensured by way of direct reporting and presentation to the Audit Committee. The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting. Further, details of the internal control systems are given in the Management Discussion and Analysis which forms part of this Annual Report.

The Company has, in all material respects, an adequate system of Internal Controls over Financial Reporting and Such Internal Controls over Financial Reporting were operating effectively as at 31^st March, 2025.

During the year, there was no material change in nature of the business of the Company.

The Company has approved ESOP 2023 in its Meeting of Nomination & Remuneration Committee and the same is also approved in its Board Meeting held on 30.05.2023.

Pursuant to the Provisions of Section 62(1)(b) and all other applicable provisions, if any of the Companies Act, 2013 read with rules framed thereunder and SEBI Regulations(including any statutory modification(s) or re-enactment thereof for the time being in force, the Memorandum and Articles of Association of the Company, permissions and sanctions as may be necessary and prescribed or imposed while granting such approvals, consent of the Shareholders of the Company (“Shareholders”) be and is hereby approved in its Annual General Meeting held on 24-08-2023 for grant of “India Pesticides Employees Stock Option Plan, 2023 (hereinafter inferred to as the “ESOP 2023”/ “Plan”) up to 28,79,088 (Twenty Eight Lakh Seventy Nine Thousand Eighty Eight only) Employee Stock Options (“ESOPs”) to the permanent employees including Directors of the company (other than promoter(s) or Directors not belonging to the promoter group of the company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding equity shares of the Company), whether whole time or otherwise, whether working in India or out of India (hereinafter referred to as an “Employee(s)”), as may be decided solely by the Board under the Plan, exercisable into not more than 28,79,088 (Twenty Eight Lakh Seventy Nine Thousand Eighty Eight) equity shares of the Company in aggregate of face value of Rs 1/- (Rupee One) each, at such price or prices, in one or more tranches and on such terms and conditions, as may be determined by the Board in accordance with the provisions of the Plan and in due compliance with all applicable laws and regulations.

Details of options vested, exercised and cancelled will be provided.

On 26^th May, 2025, the Board of Directors in its meeting recommended a dividend of Rs 0.75 per share (i.e.@75% of the face value of H1/- each on the Equity Shares of the Company for the year ended 31 March, 2025). In the previous year 2023-24 also, the dividend paid to the shareholders was Rs 0.75 per share (i.e. @75% of face value of Rs 1/-) on the Equity Shares of the Company If the dividend, as recommended above, is approved by the Members at the ensuing Annual General Meeting (‘AGM'), the total outflow towards dividend on Equity Shares for the year would be Rs 8,63,72,631.

In view of the changes made under the Income tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members, your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

The Dividend Distribution Policy as approved by the Board is uploaded on the Company's website under the head ‘Policies' at Mention the link as Dividend Distribution Policy

The Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). Mr. Narendra Ojha, Company Secretary and Compliance Officer has been appointed as a Nodal Officer of the Company and other details are available on the website of the Company.

The Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 read with Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate Section, and forms an integral part of Annual Report. It, inter-alia, provides details about the Indian economy, business performance review of the Company's various businesses, risks and concerns and other material developments during FY 2024-25, on businesses of the Company.

During the year under review, the Company has not transferred any amount to the General Reserve. However, the Current Year's profit of Rs 84.37 crore has been included under the head Retained Earnings during the year under review and the closing balance of the retained earnings of the Company for Financial Year 2024- 2025, after all adjustments were Rs 891.92 crores.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are; -

*Dr. Kuruba Adeppa has been appointed as Additional Director (Whole-time Director) of the Company w.e.f 22.07.2024 and regularized by the Shareholders of the Company in its meeting held on 20.08.2024.

**During the year, Mr. Narendra Ojha was appointed as Company Secretary and Compliance Officer of the Company w.e.f 23.09.2024.

Further, Mr. Ajeet Pandey has resigned from his position as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company, vide his letter dated 16-09-2024, with effect from close of business hours on 19.09.2024.

Apart from the above information there is no change in Directors and Key Managerial Personnel during the Financial Year 2024-25.

The following appointments/reappointments took place during the year 2024-25:

In accordance with the provisions of Section 152 of the Act and in terms of Article 112(2) of the Articles of Association of the Company, Mr. Vishal Swarup Agarwal, Non-Executive Director & Mr. Vishwas Swarup Agarwal, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Brief profile of Director being re-appointed is given in the Notice convening the ensuing Annual General Meeting of the Company.

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The weblink for the Policy is Board Diversity Policy. Additional details on Board diversity are available in the Corporate Governance Report that forms part of this Annual Report.

The Board has five committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee. The Board met 7 times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. A detailed update on Board and Committee Meeting is provided in the Corporate Governance Report.

The day-to-day management of the Company is vested with the Management Committee, which is subjected to the overall superintendence and control of the Board. The Management Committee is headed by the Mr. Anand Swarup Agarwal Promoter of Company and Non-Executive Director.

Lodha & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company at the 35 th Annual General Meeting (AGM) held on 21st December, 2020, until the conclusion of the 40th AGM. The first term of five years of Lodha & Co. is expiring at the ensuing AGM.

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder and subject to the approval of the members of the Company at the ensuing AGM, the Company appoint M/s Suresh Surana & Associates LLP, Chartered Accountants, (FRN: 121750W/W00010 and peer reviewed certificate no.019970) Mumbai for a term of five years. Accordingly, based on the recommendation of the Audit Committee, the Board approved and recommended the reappointment of M/s Suresh Surana Associates, as the Statutory Auditors of the Company for the term of five years. M/s Suresh Surana & Associates will hold the office for a period of five consecutive years from the conclusion of the 40th AGM of the Company till the conclusion of the 45th AGM to be held in the year 2030. M/s Suresh Surana Associates have given their consent to act as the Auditors and confirmed their eligibility for reappointment.

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of employees, therefore, no detail is required to be disclosed in the Board Report under Section 134(3) (ca) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s. GSK & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the period of 5 years commencing from 1^st April, 2025 till 31^st March, 2030 subject to the approval of the members of the Company at the ensuing AGM. The Secretarial Audit Report is annexed as Annexure - 2 and forms an integral part of this report.

There is no secretarial audit qualification for the financial year under review.

The Company is required to maintain cost records pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder and the same have been maintained in compliance with the provisions.

M/s Honey Singh & Associates, Cost Accountants was appointed as cost auditor to conduct the Cost Audit of books and accounts of the Company for the Financial Year 2024-25.

Further the Board of Directors at their meeting held on 26^th May, 2025 has reappointed M/s Honey Singh & Associates, Cost Accountants as Cost Auditor of the Company for the Financial Year 2025-26. The remuneration payable to Cost Auditor is subject to ratification by the shareholders of the Company; accordingly, a resolution shall be placed at the ensuing Annual General Meeting for approval.

Adroit & Ardent Private Limited was appointed as the Internal Auditor of the Company for conducting the internal audit for the FY 2024-25. Further the Board of Directors has appointed M/s Seth & Associates, as the Internal Auditor of the Company for conducting the internal audit of the FY 2025-26 at their meeting held on 26^th May, 2025.

The Auditors' report read along with notes to accounts is self-explanatory and therefore does not call for any further comments. The Auditors' Report does not contain any qualification, reservation, or adverse remark.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to Financial Statements.

All related party transactions that were entered into during the financial year were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. No material related party transactions were entered into during the financial year by the Company. Therefore, the disclosure of related party transactions as required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is not applicable to the Company for the F.Y. 2024-25 and hence the same is not provided. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related party transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the related party transactions under Ind AS-24 have been disclosed at note no. 36 to the Standalone Financial Statements forming part of this Annual Report. An assessment by an independent firm is carried out from time to time on all the related party transactions entered into by the Company.

The Company has a Policy on Related Party Transactions in place which is in line with the Act and the SEBI Listing Regulations and the same is also available on the Company's website a Related Party Transactions Policy.

The Company is exposed to various potential risks that can disrupt the operations of the Organization. Company follows robust risk

management practices to mitigate any potential risks and ensure efficient operations.

Company's comprehensive risk management framework identifies, assesses, mitigates and monitors both internal and external threats. The Company undergoes the process of conducting a thorough Probability & Impact Analysis after identifying the risk factors, ensuring timely application of mitigation strategies to curtail the risks faced by the Company. The Company has a committee comprising the Chairman, CEO, CFO and other Independent Directors, which supervises the risk management framework.

In addition to this, the Company also has a Risk Management Committee of Executives, which is a Sub-Committee of Executives. The Sub-Committee

of Executives is responsible for identifying risks and implementing effective practices. The target of this committee is to ensure the efficiency and functionality of the risk management framework of Company.

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The Risk Management Policy as approved by the Board is uploaded on the Company's website at Risk Management Policy.

1. Accepted during the year: NIL

2. Remained unpaid or unclaimed as at the end of the year: NIL

3. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

a. At the beginning of the year: NIL

b. Maximum during the year: NIL

c. At the end of the year: NIL

The Company has not accepted any amount covered under the provisions of Section 73 of Companies Act, 2013 and Rules made there under.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors state 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 and of the profit and loss 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 this 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 were operating effectively.

(f) the directors, had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has received declaration from all independent directors (within the prescribed time limit) in accordance with the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015. There has been no change in circumstances affecting their status as Independent Directors of the Company.

The current policy is to have an appropriate mix of executive, nonexecutive and independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2025, the Board has nine members, two of whom is Executive Director, Four Non-Executive and Non-Independent Director and three Independent Directors. Out of 9 Members on the Board 1, (One) is an Independent Woman Director and Chairperson of the Company. The details of Board and committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance report that forms part of this Annual Report. The policy of the Company on Directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at as Nomination and remuneration Policy and mention the link below: Nomination & Remuneration Policy.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees, Independent Directors, Non-Executive Directors, Executive Director and the Chairperson of the Board.

The Nomination and Remuneration Committee of the Board has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/Non-Executive Directors/Executive Director and the Chairman of your Company.

The performance of Non-Independent Directors, the Board as a whole, and the Committees of the Board has been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairperson of your Company, after taking into account the views of Executive Director and Non-Executive Directors. Evaluation as done by the Independent Directors was submitted to the Nomination and Remuneration Committee and subsequently to the Board.

The performance of the Board and its Committees was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the Directors, on the basis of criteria such as the Board/Committee composition and structure, effectiveness of the Board/Committee process, information and functioning, etc.

The performance evaluation of all the Directors of your Company (including Independent Directors, Executive Director and Non-Executive Directors and Chairperson), is done at the Nomination and Remuneration Committee meeting and the Board meeting by all the Board members, excluding the Director being evaluated on the basis of criteria, such as contribution at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others. Independent Directors, Nomination and Remuneration Committee and the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. All the Independent Directors of the Company have duly complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors during the Financial Year 2024-25 are available on the website of the Company at

As per regulation 34(2)(f) of the Listing Regulations, a separate section on Business Responsibility and Sustainability Report, describing the initiatives taken by your Company from environmental, social and governance perspective, forms an integral part of this Annual Report.

Our Company believes R&D is the base for all innovative research and development in terms of absorbing technologies and improvising them to ensure optimal utility of existing infrastructure. Technological processes utilized at the manufacturing facilities have been developed through in-house R&D efforts by aligning with sustainability measures.

We possess a strong R&D wing with two inhouse NABL and DSIR certified advanced laboratories managed by a team of well qualified & experienced scientists. The team dedicates their knowledge and skill for managing our sophisticated laboratories while working on innovative, cost effective, environment friendly and sustainable products. This team is constantly supported by our panel of experts who are Senior Scientists from National Laboratories, premier research institutes and leading universities.

Our R&D wing has efficient support mechanism of Pilot Plant where evaluation of the product by matching with the laboratory studies, testing on shelf life and storage stability are done. Our pilot plants play vital role in scaling up from gram to kilo and then to ton for subsequent market seeding with parameter estimation for large scale manufacturing.

All IPL manufacturing facilities have Process Safety Laboratory, Pilot Scale Plants, Formulation Labs and Analytical Development

Laboratories with HPLC, GC, Ultra Violet Visible Spectrophotometers, Karl Fischer Apparatus, Roto Vacuum Driers etc. for monitoring quality right from raw material to the finished product at every stage.

Outline of CSR Governance and Transformation on Approach

India Pesticides Limited (“IPL” / “Company”) has a defined Corporate Social & Environmental Responsibility policy (“the Policy” / “CSER”) and believes that the key factor required for holistic professional growth is, when the socio-economic development activities are carried out as Environmental & Social Steward. The company effectuates the strategically planned activities on focused areas - Education, Health Care, Rural Development, Sports, and Environment.

The CSR governing system is comprised of a committee of Directors and a team of IPL's employees that ensures effective execution. Also, the system on basis of IPL's motto ‘Care the World, with Care' motivates for gradual transformation on the approach to deliver the responsibility efficiently. The committee and all the members of the Board discuss, guide and review CSER performance every quarter. The committee is chaired by an Independent Director and members comprised of the Company's founder, a Director and a Whole Time Director.

When the company went public in 2021, the CSR policy was reviewed and internal monitoring & controlling system was structured to align with the Company's Act & SEBI Regulation. Collaboration with teams of expert social organizations in FY 2022-23 was the change accepted to execute defined projects towards environmental and sustainability factors in line with circular economy. Alignment of CSR activities with UN-SDG was done in 2023-24 to evolve IPL's contribution towards socio-environmental engagements with more responsibility. The CSR Team widened the scope of UN-SDGs in FY 2024-25 and introduced Impact Studies on the projects for the implementation agencies. As promised in our previous financial year report, introduction of Impact Studies is done on our CSR Project activities. FY 2025-26 will be focused to enhance the Impact Assessment so that we can plan changes to be accepted for further betterment in future.

More we explore, more the opportunities we get introduced to United Nations Sustainability Goals, which we have embraced in FY2024-25 are: UN SDG: 1-No Poverty, 3-Good Health and Well Being, 4-Quality Education, 5-Gender Equality, 6-Clean Water and Sanitation, 7-Affordable and Clean Energy, 8-Decent Work and Economic Growth, 11-Sustainable Cities and Communities, 12-Responsible Consumption and Production, 13-Climate Action and 15-Life on Land. Every activity conducted was beneficial for the society as well as a lesson on future required preparedness to make the activity more effective for the beneficiaries. In FY 202526, SDGs are carefully selected and activities are planned so that efficient input can be given for effective output, outcome and impact in our society and environment.

The initiatives undertaken by the Company during the year have been detailed in CSR Section of the Annual Report. The Annual Report on CSR activities is in accordance with the Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, is set out herewith as Annexure - 3 to this Report.

The CSER Policy is available for public to view at the company's website:and details of projects or programs undertaken are available at

The Directors reaffirm their continued commitment to the best practices of Corporate Governance. Corporate Governance principles form an integral part of the core values of the Company. The Company was compliant with the provisions relating to Corporate Governance. The Corporate Governance Report for the year under review, as stipulated under regulation 34 of the Listing Regulations, is presented in a separate section, and forms an integral part of this Report.

The information as per Section 134 (3)(m) of the Act read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are as follows:

(i) The steps taken or impact on conservation of energy:

The products manufactured by the company are material intensive. However, consistent efforts are being made for identifying the potential for energy saving.

(ii) The steps taken by the company for utilizing alternate sources of energy:

Company is exploring possibility of roof top Solar Energy System.

(iii) The Capital investment on energy conservation equipment is Rs 7.72 cr.

i. The efforts made towards technology absorption:

All process technologies are developed in-house at the R&D.

The R&D is equipped with instruments and equipment to generate products from gram scale to kilo scale. After completely studying the process in pilot plant, standard operating procedures are developed for implementation in the plant.

ii. The benefits derived:

1. Reduction in cost of manufacturing

2. Commercialization of new product

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: Rs 1.47 cr.

a. Foreign Exchange earned in terms of actual inflows during the year: Rs 272.98 cr.

b. Foreign Exchange outgo during the year in terms of actual outflows: Rs 157.11 cr.

The Company has not received any order passed by Regulators or Courts or Tribunals impacting the Going Concern Status and the Company's operations in future.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace

(Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The said Policy is available on the website ofthe Company at POSH Policy

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2024-25.

There is no such application made or proceedings pending during the year under review.

There is no such valuation done during the year under review.

The Company had 1040 permanent employees as on 31^st March, 2025. The percentage increase in remuneration, ratio of remuneration of each Director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure - 4 to this Board's report.

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, etc. and continues to maintain the Liability Policy as per the provisions of the Public Liability Insurance Act.

The Company has reaffirmed Long Term / Short Term Bank Facilities CARE A+ and Short-Term Bank Facilities CARE A1+ from Care Edge ratings. This rating can be attributed to the Company's efficient operations, diversified product offerings in technical business, strong financial risk profile and robust capex plan.

The Company maintains a robust Whistleblower Policy that ensures transparency and accountability. Whistleblowers are granted direct access to the Chairperson of the Audit Committee should they wish to report any concerns related to unethical behavior, improper practices, fraud, or violations of laws, rules, or regulations. There have been no instances where individuals have been denied access to the Chairperson for reporting such concerns. The Company has established dedicated email addresses and phone number to facilitate the reporting of issues. All cases reported under the Whistleblower Policy are presented to and reviewed by the Audit Committee.

Details of the Vigil Mechanism and Whistleblower Policy are made available on the Company's website at https://drive.google.com/file/ d/1kBGKoVZWCiOsiP1_nhuR2CKAiTB2_UQT/view

The Annual Return as provided under Section 92 of the Act is available on the website of the Company at https://www.indiapesticideslimited. com/InvestorRelations.php

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

By the order of the Board For India Pesticides Limited