Insecticides India Ltd

Dear Members,

The Board of Directors hereby submit the report of the business and operations of your Company (‘the Company' or ‘IIL'), along with the audited financial statements, for the financial year ended March 31, 2024.

1. Financial Results and State of Company's Affairs

The Board's Report is prepared based on the standalone financial statements of the Company. The Company's financial performance for the year under review alongwith previous year's figures are given hereunder

Revenue from Operation has recorded a growth of 9.16% from H 1,801.32 Crore in FY23 to H 1,966.38 Crore in FY24.

Increase in revenue was largely driven by Strong growth of 27% in value added product portfolio of ‘Maharatna', which constitutes 59% of B2C revenue in FY24, Healthy contribution of Maharatna including Focus Maharatna products highlights the strength of our marketing team and sales partners to sell our premium products. Among them, Hercules, Lethal, Hachiman and Shinwa are the biggest contributor to our product sales.

The EBITDA stood at H 163.20 Crore in FY24 as compared to H 121.88 Crore in FY23. Net profit stood at H 102.62 Crore in FY24, compared to H 62.98 Crore in FY23.

The Company had introduced 8 new products in FY24, which amounted to revenue of H 51 Crore, demonstrate wider product acceptance, driving innovation and value. The major focus during the year remains at streamlining manufacturing operations towards Formulations solutions and strengthening Organizational capabilities at senior level to drive future growth. Investment in digital transformation i.e IIL 360, to drive business agility and customer centricity.

2. Dividend

Your directors are pleased to inform that your Company has a consistent track- record of dividend payment. In line with the Dividend Distribution Policy, and in compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Company paid an Interim Dividend of H 3/- (30%) per equity share having face value of H 10/- each for the financial year 2023-24. The aforesaid payment of Interim Dividend may be treated as Final Dividend for the Financial Year 2023-24.

In the line of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 and stated above the Dividend Distribution Policy is available on the website of the company https://www.insecticidesindia.com/wp-content/ uploads/2022/04/DividendDistributionPolicy.pdf.

3. Change in equity share capital

There was no change in the Company's Share Capital during the year under review. The paid-up equity share capital of the company as on March 31, 2024 stood at H 29,59,78,370/- comprising of 29597837 equity shares of H 10/- each.

4. Credit Rating

The Company enjoys a good reputation for its sound financial management and ability to meet in financial commitments.

CRISIL, a S&P Global Company, a reputed Rating Agency, has re-affirmed the credit rating for FY 2024.

5. Award and Recognitions

Your company has received accolades from various industry platforms in the fields of exports, management, and leadership within its sector. These achievements have been detailed in the Awards section of this Annual Report.

6. Particulars of Loans given, Investment made, Guarantees given and Securities provided

During the FY2024 your Company has not granted any Loan, Guarantee or provided securities under Section 186 of the Companies Act, 2013 read with rules framed thereunder.

7. Deposits

Your Company has neither invited nor accepted any deposits from the public within the preview of Section 73 of the Companies Act, 2013 ("the Act") during the year. There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2024.

8. Performance of Subsidiary, Joint Venture and

Associates

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated financial statements include the financial statements of its subsidiary Companies.

During the period under review, the wholly-owned subsidiary was incorporated on May 01, 2023 namely

"IIL Overseas DMCC" (Dubai) by the Company. The wholly-owned subsidiary shall carry on business of trading of Insecticides, Agriculture & Veterinary Pesticides Products.

The Company has a wholly owned subsidiary namely

"IIL Biologicals Limited" within the meaning of Section 2(87) of the Companies Act, 2013 ("Act"), as on March 31, 2024.

The Company has joint venture namely "OAT &

IIL India Laboratories Private Limited" within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"), as on March 31, 2024.

Further, during the year under review, no company have ceased to be its subsidiary, associate or joint venture Company.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements including consolidated financial statements along with the relevant documents and audited accounts of subsidiaries are available on the website of the Company at https://www.insecticidesindia. com/investors-desk/.

Pursuant to section 129 of the Companies Act, 2013 a statement in Form AOC-1, containing the salient features of the financial statements of the Company's subsidiaries is attached with the financial statements. The statement provides details of performance and financial position of the subsidiary. The contribution of the subsidiaries to the overall performance of the company is given in the consolidated financial statements. The highlights of performance of joint venture along with its contribution to overall performance of the Company during the period are provided in form AOC-1 and annexed as Annexure 1. The Financial Statements of the subsidiaries shall be made available to the shareholders seeking such information and shall also be available for inspection at its

Registered Office.

The Policy for determining material subsidiaries as approved may be accessed on the Company's Website in investor section: https://www.insecticidesindia. com/wp-content/uploads/2020/10/Policy-on-Material-Subsidiaries.pdf.

9. Consolidated Financial Statements

The Consolidated Financial Statements of the Company for the Financial Year 2023-24 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and Regulations as prescribed by Securities and Exchange Board of India, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI

"Listing Regulations").

The Consolidated Financial Statement have been prepared on the basis of audited financial statements of the Company and its subsidiary and Joint Venture Company, as approved by their respective Board of Director(s). Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditor's Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website https://www.insecticidesindia. com/investors-desk/ of the Company.

10. Transfer to Reserves

During the year under review, your directors do not propose to transfer any amount to the reserves.

11. Management's discussion and analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

12. Corporate Social Responsibility

The CSR policy formulated by the Corporate Social Responsibility and Sustainability Committee and approved by the Board and updated time to time. The same may be accessed on the Company's website at the link: https:// www.insecticidesindia.com/wp-content/uploads/2024/03/ P3_CSRP_2023.pdf.

The key philosophy of all CSR initiatives of the Company is guided by education, environment and Sustainability.

The Company has identified following focus areas for CSR engagement:

Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition.

Vulnerable sections: Setting up home for Orphans.

Environment: Environmental sustainability, ecological balance, conservation of natural resources and promoting bio-diversity.

Health: Affordable solutions for healthcare through improved access, awareness and health seeking behavior.

Education and Sports: Access to quality education, training and skill enhancement, building sports & skills in young students.

Disaster Response: Managing and responding to disaster.

Art, Heritage and Culture: Protection and promotion of India's art, culture and heritage.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act. The annual report on CSR activities is annexed herewith and marked as Annexure - 2.

13. Risk Management

The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, currency risk, resource risk, technological risk, financial risk. The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk. The appropriate risk identification method will depend on the application area (i.e. nature of activities and the hazard groups), the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.

The trend line assessment of risks, analysis of exposure and potential impact shall be carried out. Mitigation plans shall be finalized, owners identified, and progress of mitigation actions shall be regularly and periodically monitored and reviewed.

Risk Management Committee: The Company has constituted a Risk Management Committee of the Board comprising of one executive director and two independent directors of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on quarterly basis and evaluate its impact and the plans for mitigation. During the year, the Committee met on May 30, 2023; August 10, 2023; November 02, 2023; and February 05, 2024. The Risk Management Policy can be accessed on the Company's website at https://www.insecticidesindia.com/wp-content/ uploads/2024/03/P5i_RMP_2021.pdf.

14. Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting unethical behaviour, fraud, violations, or bribery. The Company has Vigil Mechanism (Whistle Blower) Policy under which the employees are free to report violations of applicable Laws and Regulations and the Code of Conduct, the same can be accessed through the Chairman of the Audit Committee. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the

Chairman of the Audit Committee. During the year under review no such complaint has been received and no employee was denied access to the Audit Committee for reporting violations. The details of the aforementioned policy is available on the Company's website at https:// www.insecticidesindia.com/wp-content/uploads/2021/02/ WhistleBlowerPolicy.pdf.

15. Disclosure of Remuneration & Particulars of Employees and Related Disclosures

The information as required in accordance with Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details regarding the remuneration and other requisite details are mentioned in the Annexure 3 attached hereto.

List of top 10 employees' remuneration are annexed as Annexure-3 under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Managerial Personnel) Rules 2014.

No director of the Company who is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

The Remuneration Policy of the company is available at https://www.insecticidesindia.com/wp-content/uploads/2020/10/NR-POLICY-FINAL-AMEND-09.08.2016.pdf

Directors

The Board of Directors of the Company was having ten directors as on March 31, 2024 including one Managing Director and six Independent Directors and three Whole

Time Directors.

During the year under review, the shareholders of the Company by special resolution passed through Postal Ballot, appointed Shri Shyam Lal Bansal and Shri Supratim Bandyopadhyay as an Independent Director(s) of the Company to hold office for a term of 5 (five) consecutive years from February 05, 2024 to February 04, 2029, not liable to retire by rotation. Shri S. Jayaraman completed his tenure as Independent

Director of the Company on February 08, 2024. During his tenure, Shri Jayaraman provided valuable business insights to the board. His impartial perspective, combined with his expertise and oversight, ensured balanced decision-making and effective governance. He played a crucial role in enhancing the board's accountability and transparency, and supported the company's strategic direction and long-term success. We wish him all the best for his future endeavors.

Pursuant to provisions of Companies Act, 2013 (‘Act') and the Articles of Association of the Company Smt. Nikunj Aggarwal, the Whole-time Director of the Company, is liable to retire by rotation and being eligible, offer herself for re-appointment.

The Nomination, Remuneration and Ethics Committee and

Board of Directors have recommended the re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

Further, the current tenure of appointment of Shri Rajesh Kumar Aggarwal, Managing Director, shall expire on November

14, 2024. On the recommendation of the Nomination Remuneration and Ethics Committee and considering the other relevant factors, the Board of Directors recommends to the shareholders of the Company, the re-appointment of Shri Rajesh Kumar Aggarwal as Managing Director of the Company for a period of further 5 years w.e.f. November 15, 2024.

Furthermore, the tenure of appointment of Smt. Praveen Gupta, Independent Director, shall expire on February

14, 2025. On the recommendation of the Nomination, Remuneration and Ethics Committee and considering the other relevant factors, the Board of Directors recommends to the shareholders of the Company, the re-appointment of Smt. Praveen Gupta as an Independent Director of the

Company to hold office for a second term of five consecutive years from February 15, 2025 to February 14, 2030.

Key Managerial Personnel

Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed there under:

During the period under review, none of the Key Managerial Personnel (KMP) has resigned from the Company. During the financial year 2023-24, all the necessary information, as mentioned in Part A of Schedule II of SEBI

Listing Regulations, has been placed before the board for discussion and consideration.

17. Declaration by Independent Director

All the Independent directors have given declaration that they meet the criteria of Independence laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, industry experience, strategy, finance and governance, IT and digitalization, human resources, safety and sustainability, etc.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Board.

18. Directors Performance Evaluation Report

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The evaluation of Board of its own performance and that of its committees and individual directors was conducted based on criteria and framework adopted by the Board. The evaluation criteria have been explained in the Nomination and Remuneration Policy adopted by the Board. The details of the aforementioned policy is available on the Company's website at https://www.insecticidesindia.com/wp-content/uploads/2020/10/NR-POLICY-FINAL-AMEND-09.08.2016.pdf Further the Board, in its meeting held on May 30, 2023 also evaluated the performance of the Board, its committees and all Individual Directors including Chairman of the Company and expressed its satisfaction over the performance of the Board, its Committees and Individual

Directors Furthermore, the Board is of the opinion that

Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

19. Familiarisation Programme for Independent Directors

Pursuant to the provisions of Regulation 25 of the SEBI

Listing Regulations, the Company has formulated a programme for familiarising its Independent Directors pertaining to which all new Directors (including

Independent Directors) inducted to the Board go through a structured orientation programme. The new Directors are given an orientation on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the

Board and the major risks and risk management strategy of the Company.

During the year under review, Shri Shyam Lal Bansal and Shri Supratim Bandyopadhyay, the Independent Directors were inducted to the Board. The details of the aforementioned programme is available on the Company's website at https://www.insecticidesindia.com/wp-content/ uploads/2024/04/FAMILIARISATION-2023-2024.pdf Further, the Company has received declaration from all the Independent Directors, as envisaged in sub section (6) of Section 149 of the Companies Act, 2013.

20. Meeting of the Board

During the financial year 2023-24, the Board of Directors met 5(Five) times, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The notice along with Agenda of each Board Meeting was given in writing to each Director. The intervening gap between any two meetings was within the period prescribed by the Act and SEBI Listing Regulations.

21. Board Committees

In compliance with the requirements of the Act and SEBI

Listing Regulations, your Board had constituted various Board Committees including Audit Committee (AC), Nomination, Remuneration and Ethics Committee (NREC), Stakeholders Relationship Committee (SRC), Finance Committee (FC), Corporate Social Responsibility and Sustainability Committee (CSR) and Risk Management Committee (RMC).

During the period under review, your Board has reconstituted the composition of various committees.

Details of which forms the part of Corporate Governance Report annexed herewith this report.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. https:// www.insecticidesindia.com/board-of-directors/. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein forms part of the Corporate Governance Report annexed herewith this report. A detailed report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act, 2013, is annexed with this report.

22. Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2023-24.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts for the year ended March 31, 2024, 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 of the Company for the year; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 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.

Parties

Your Company has formulated a policy on related party transactions which is also available on Company's website at the link https://www.insecticidesindia.com/wp-content/uploads/2024/04/P7_RPT_2023.pdf. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm's length. All related party transactions are placed before the Audit Committee for review and approval. All related party transactions entered during the Financial Year were in ordinary course of the business and on arm's length basis under Section 188(1) of the Act and Listing Regulations and hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

Details of the transactions with Related Parties are provided in the accompanying financial statements, members may refer to Note No. 38 of Standalone and Note No. 40 of Consolidated financial statement of the notes to accounts of the Company which sets out related party disclosures pursuant to IndAS-24 and in compliance with the provision of Section 134(3)(h) of the Act.

24. Details in respect of adequacy of Internal Financial Controls

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Along with Statutory and Internal Auditor, the Company has an in-house Internal Audit department with a team of qualified professionals. The internal audit department prepares an annual audit plan based on risk assessment and conducts extensive reviews covering financial, operational and compliance controls. Improvements in processes are identified during reviews and communicated to the management on an ongoing basis. The Audit Committee of the Board monitors the performance of the internal audit team on a periodic basis through review of audit plans, audit findings and issue resolution through follow-ups. Each year, there are at least four meetings in which the Audit Committee reviews internal audit findings.

25. Details of Significant & Material Orders passed by the regulator or Courts

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and Company's operations in future, details of which needs to be disclosed in the board's report as Section 134 (3)(q) read with rule 8 of Companies (Accounts) Rules, 2014.

26. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

27. Auditors a) Statutory Auditors

At the 25th AGM of the Company held on September

23, 2022 pursuant to the provisions of the Act and the Rules made thereunder, M/s SS Kothari Mehta & Co., LLP, Chartered Accountants (ICAI Regd. No.: 000756N) and M/s Devesh Parekh & Co., Chartered Accountants (ICAI Regd. No.: 013338N) were appointed as Joint Auditors of the Company for term of 5 (Five) consecutive Years

The Board of Directors of the Company as per the recommendation of Audit Committee has approved the remuneration payable to M/s SS Kothari Mehta & Co., LLP, Chartered Accountants (ICAI Regd. No.: 000756N) and M/s Devesh Parekh & Co., Chartered Accountants (ICAI Regd. No.: 013338N), Chartered Accountants for the year 2023-24. Members may refer to Note No. 28Aof Standalone and Note No. 29A of Consolidated financial statement of the notes to accounts of the Company for details of Auditors fees during the period.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Company has received their continuing eligibility certificate confirming that they satisfy the criteria provided under Section 141 of the Act.

b) Secretarial Auditor

The Board of Directors had appointed Akash Gupta & Associates, Company Secretaries, (PCS

Regis. No. 11038), to conduct Secretarial Audit for FY 2023-2024. During the year under review the company complies with all applicable Secretarial Standards. The Secretarial Report annexed to this report are self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended and the Board of

Directors appointed M/s. Akash Gupta & Associates, Company Secretaries (PCS Registration No. 11038) as the Secretarial Auditors of the Company in relation to the financial year 2024-25. The Company has received their consent for appointment.

A Secretarial Compliance Report for the financial year ended March 31, 2024 as required under Regulation 24A of SEBI (LODR) Regulations 2015 has been submitted to the stock exchanges within due time.

c) Cost Auditor

In terms of the requirement of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the cost audit records maintained by the Company is required to be audited.

The Audit Committee recommended and the Board of Directors appointed M/s Aggarwal Ashwani K &

Associates, Cost Accountants, as Cost Auditors of the Company, to carry out the cost audit for the financial year 2024-25. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder the requisite resolution for ratification of remuneration of Cost Auditors by the members has been set out in the Notice of the 27th Annual General Meeting of your Company.

During the FY 2023-24, the Cost Auditor has not reported any matter under Section 143(12) of the Act, therefore no details is required to be disclosed under Section 134(3)(ca) of the Act. The Cost Audit Report of the relevant period does not contain any qualification, reservation, adverse remark or disclaimer.

d) Internal Auditors

The Board of Directors on recommendation of the Audit

Committee, appointed M/s. Aditi Gupta & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditors' Report submitted to the Board were not contained any qualification, reservation, adverse remark or disclaimer, however suggestions given by the internal auditors for the improvement of the system were taken into consideration by the management.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

28. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Outgo

In terms of requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with the Companies (Account)s Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - 4 to this report.

30. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the Financial Year 2023-24, as stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued by Securities and Exchange Board of India, forms part of the Annual Report and annexed as Annexure -5.

31. Annual Return

In accordance with Section 92 (3) of the Act, the annual return for the financial year 2023-24 is available on Company's website at https://www.insecticidesindia.com/ wp-content/uploads/2024/07/MGT-7_website.pdf.

32. Disclosure under the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy (‘Policy') in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Your directors state that during the year under review, no cases of sexual harassment have been reported.

Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Policy is available on Company's website at https:// www.insecticidesindia.com/wp-content/uploads/2024/07/ POSH_Policy-2023-updated.pdf.

33. Pollution Control

The Company has taken various initiatives to keep the environment free from pollution. It has already installed various devices in the factories to control the pollution.

34. Unclaimed Dividend Transferred to Investor Education and Protection Funds (IEPF)

As per the Companies Act, 2013, dividends that are unclaimed for a period of seven years, statutorily get transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014. During the year under review, the Company has transferred the unclaimed dividend (Final) for financial year 2015-16, aggregating to H 67,650 was transferred to Investors Education and Protection Fund. As per Regulation 43 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, no shares are lying in the suspense account of the Company.

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the Company.

35. Insurance

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine, burglary etc.

36. Nature of Business

There is no change in the nature of business during the period under review.

37. Listing

The Company's equity shares are listed on BSE Limited ("BSE") & National Stock Exchange of India Limited("NSE") having nation-wide trading terminals. Annual listing fee for the Financial Year 2024-25 have been paid to exchanges.

38. General

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. c. Any remuneration or commission received by

Managing Director of the Company, from any of its subsidiary. d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

e. During the period No fraud has been reported by the Auditors to the Audit Committee or the Board. f. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. g. There was no instance of onetime settlement with any Bank or Financial Institution.

39. Compliance with Secretarial Standards

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

40. Cautionary Statement

Statements in the Board's report and the Management Discussion and Analysis Report describing the expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.

41. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company's resources for sustainable and profitable growth. The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose wholehearted efforts, the overall satisfactory performance would not have been possible.

The Directors appreciate and value the contribution made by every member of the IIL family.