Rallis India Ltd

To the Members of Rallis India Limited

The Directors present their Seventy-Sixth (76th) Annual Report on the business and operations of Rallis India Limited (‘the Company' / ‘Rallis') along with the Audited Financial Statements for the Financial Year (‘FY') ended March 31, 2024.

Financial Results

(_ in crore)

# Dividend declared in the previous year and paid during the respective reporting year * Value is less than _ 0.01 crore

Dividend

The Directors are pleased to recommend a dividend of _ 2.5 per share (i.e. 250%) on the Equity Shares of the Company of _ 1 each for the year ended March 31, 2024 (previous year _ 2.5 per share i.e. 250%). If the dividend, as recommended above, is declared at the ensuing Annual General Meeting (‘AGM'), the total outflow towards dividend on Equity Shares for the year would be _ 48.62 crore (previous year _ 48.62 crore).

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), the Board of Directors of the Company has in place a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the website of the Company under the ‘Investors' section at https://www.rallis. com/Upload/PDF/dividend-distribution-policy.pdf.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in the profit and loss account.

Share Capital

The paid-up Equity Share Capital as on March 31, 2024 was _ 19.45 crore. During the year under review, the Company has not issued any shares.

Company's Performance

The Company's revenue from operations for FY 2023-24 was

_ 2,648 crore as compared to _ 2,967 crore during FY 2022-23, a decrease of 11% from the previous year. The Company's Profit before exceptional items was _ 195 crore during the year compared to _ 127 crore in the previous year. The Company earned a net profit after tax of _ 148 crore, higher by 61%, as against a net profit after tax of _ 92 crore in the previous year.

Business Context

As per the World Bank, global economic growth was 3.2% for 2023 and projected to remain same in 2024 and 2025. Advanced economies are expected to see a slight growth from 1.6% to 1.7% in 2024 followed by 1.8% in 2025. Emerging and developing economies are overall expected to experience stable growth of 4.2 % in 2024 and 2025.

Infiation is expected to decline from 6.8% of 2023 to 5.9% in 2024 and 4.5% in 2025. Stronger global growth can be expected in case of faster defiation, slower withdrawal of fiscal support, faster economic recovery in China and artificial intelligence driven supply-side reforms. The down-side risk to the growth are commodity price spikes amid geopolitical and weather shocks, slower than expected decline in core inflation requiring tighter monetary policy stance, faltering growth in China and disruptive action on fiscal consolidation.

Indian agriculture had experienced a tough year due to climate change. Amid El Nino conditions, geographical and month-wise rainfall remained erratic, Southern Peninsula and Central India received deficit rainfall. These situations resulted in drought conditions in many parts of the country. Production drops are also estimated in Oil seeds by 9.2%, Sugarcane by 9% and Cotton by 4%. Agri exports is expected to grow in the current fiscal year compared to $ 53 Bn reported during the previous fiscal year.

India's domestic agricultural sector is undergoing a significant transformation driven by technology and innovation. There is a growing emphasis on diversification and increasing areas under high value crops, increase in drip irrigation and demand for quality agri-inputs. Farmers are responding to the increasing demand for fruits, vegetables, exotic crops, organic produce, etc. to tap into the increasing domestic and export demand.

The Company's outlook for the Indian agriculture industry is optimistic and is committed to adapting to evolving market. The Company's portfolio of Crop Protection, Crop Nutrition and improved seeds supported by wide market reach, aims to address the emerging needs of the Indian farming community. The Company is also committed to embracing IT & Digital for operational efficiency and improved customer experience.

India is a leading exporter of agrochemicals and the business environment is conducive for rapid export growth going forward. The Government and Industry is working together to tap the opportunities to make India a global hub for agrochemicals.

A. Crop Care

During the year under review, the Domestic Crop Care business achieved a revenue of _ 1,594 crore as against

_ 1,643 crore during FY 2022-23, a de-growth of 3%.

The Exports business achieved a revenue of _ 639 crore during FY 2023-24 as against _ 979 crore during FY 2022-23, a de-growth of 35%.

Domestic Crop Care:

Despite a challenging business environment, the Domestic Crop Care business achieved a revenue of _ 1,594 crore as against __ 1,643 during FY 2022-23, a degrowth of 3%, whereas the crop nutrition business recorded a revenue growth of 0.9% over last year. Stronger product portfolio expansion with 13 Crop Protection products. The Company has launched 6 new products in Crop Nutrition business including three water soluble fertilisers, an organic soil conditioner, a neem based bio-pesticide and a micronutrient containing zinc.

Exports:

The Exports business recorded _ 639 crore during FY 2023-24 as against _ 979 crore in FY 2022-23 due to inventory overhang at industry level and price drop. During the year, the Company has gained 3 new registrations. For Custom Synthesis Manufacturing business, the Company has added 2 products. The Company has recently commissioned the multi-purpose plant that is expected to support the portfolio growth plans, which are complemented by investments for registrations.

B. Seeds

The Company's Seeds business clocked a revenue of

__ 416 crore with 21% growth from the previous year. The performance is strongly contributed by Cotton hybrids Diggaz and Aatish Express. During the year, the Company has launched 8 new products across maize, millet, and vegetable crops. During the year, the seed industry, including the Company faced challenges in hybrid seed production, which could potentially impact near-term growth. Actions are underway to optimise operating costs to drive profitable growth in the medium to long term.

Farmer Engagement

The Company is known for its customer centricity and as a part of the farmer engagement process, the Crop Care business engages farmers through Rallis Samrudh Krishi (RSK) programme in which Crop stage-wise interventions are made, whereas Seeds business aims at building long-term relationships with farmers through ‘Dhaanya Progressive Farmers' (DPF) clubs. The Company's advisory activities are also supported by Dr. Vishwas (Company's toll free farmer advisory helpline) and other digital and social media platforms.

The detailed Business context is available in the Management Discussion & Analysis which forms part of this Integrated Annual Report.

Financial Statements

The Company did not have any subsidiary, associate or joint venture company as on March 31, 2024 and hence is not required to consolidate its financial statements with any other company.

Credit Ratings

There were no changes in the credit ratings of the Company during the year under review. As on March 31, 2024, the Company had a short-term credit rating of A1+ and a long-term rating of AA+/Stable by CRISIL Limited for bank loan facilities aggregating to 440 crore.

The Company had a short-term credit rating of A1+ for Commercial Papers of 75 crore.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not made any investment. Further, the Company has not given any loan or corporate guarantee or provided any security during the year.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 (‘the Act') are given in the notes to the Financial Statements.

Related Party Transactions

The Company has formulated a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations including any amendments thereto for identifying, reviewing, approving and monitoring of Related Party Transactions (‘RPTs'). The said Policy is available on the Company's website at https://www.rallis.com/Related-Party-Transactions-Policy. During the year under review, the Company also appointed Ernst & Young LLP (EY) as an external independent agency to review and validate the RPT processes and compliances with the applicable provisions as a measure of good governance.

All RPTs are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on periodic basis for the transactions which are planned/repetitive in nature. A statement giving details of all RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. All the RPTs under Ind AS-24 have been disclosed in Note no. 38 to the Financial Statements forming part of this Integrated Annual Report.

The RPTs entered into during the year under review were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act read with the rules framed thereunder and the SEBI Listing Regulations. Further, the Company did not enter into any contracts or arrangements with related parties in terms of Section 188(1) of the Act and no material related party transactions were entered into during the year under review. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form

No. AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this Integrated Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of RPTs as per the prescribed format to the stock exchanges on a half-yearly basis.

Risk Management

The Company has a well-defined risk management framework in place to identify, evaluate and monitor business risks and challenges across the Company as well as to identify new and emergent risks. The Company's success as an organisation largely depends on its ability to identify new opportunities and leverage them while mitigating the risks that arise while conducting its business.

The risk register is revisited periodically to ensure relevance of the risks at any point of time and that the corresponding mitigation plans are effective. This provides an effective and value adding independent review process which enables maintaining the risk profile at acceptable levels in a rapidly changing environment.

During the year under review, the Risk Management Policy was reviewed in line with the SEBI Listing Regulations to inter alia, set up strategic policies including focus on Environmental, Social, and Governance (ESG) related risks, cyber risks, etc.

The Risk Management Committee is chaired by an Independent Director and the Chairperson of the Audit Committee is also a member of the Committee.

The major risks forming part of the Risk Management process are linked to the audit universe and also covered as a part of the annual risk based audit plan.

Details of the identified risks and mitigation plans are set out on pages 34-35 of the Integrated Report.

Internal Financial Controls

The Company has established adequate internal financial controls for ensuring orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The control environment comprises a mix of preventive and detective controls which are manual, semi-automated and automated in nature. The Company has followed principles such as segregated duties, authorisation, reconciliation, physical inventory, periodic review, etc. while designing the internal control framework.

The objective is to give senior management and the Audit Committee, an independent and reasonable assurance on the adequacy and effectiveness of the Company's risk management, control and governance processes. This is achieved through an outsourced internal audit model wherein audit reviews are performed through two independent Audit firms. The Audit Committee reviews the annual internal audit plan and ensures adherence to the same. Significant observations arising from the reviews, if any, are brought to the notice of the Audit Committee following which corrective action is recommended for implementation. This helps to facilitate timely detection of any irregularities and early remediation.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audits conducted by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by 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 operating effectively during FY 2023-24.

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2024: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; (ii) they have selected such accounting policies and applied them consistently and made judgements 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 viz., March 31, 2024 and of the profit of the Company for that period; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Governance, Compliance and Ethics

The Governance, Corporate Secretarial and Legal functions of the Company ensure maintenance of good governance within the organisation. They assist the business in functioning smoothly by ensuring compliance and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

The Company has also adopted the governance guidelines on Board effectiveness to fulfill its responsibility towards its stakeholders. At Rallis, human rights are also an integral aspect of doing business and the Company is committed to respecting and protecting human rights to remediate adverse human rights impacts that may be resulting from or caused by the Company's businesses. In furtherance to this, the Company has adopted the Business and Human Rights Policy which aligns with the principles contained in the Universal Declaration of Human Rights, International Labour Organisations (ILO), Declaration on Fundamental Principles and Rights at Work and the United Nations Guiding Principles on Business and Human Rights and is consistent with the Tata Code of Conduct.

The Company has in place an online compliance management system for monitoring the compliances across its various plants and offices. A compliance certificate is also placed before the Board of Directors every quarter. In compliance with the SEBI Listing Regulations, the Corporate Governance Report and the Auditor's Certificate form part of this Integrated Annual Report.

Management Discussion & Analysis

The Management Discussion & Analysis as required under the SEBI Listing Regulations forms part of this Integrated Annual Report.

Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective which has been assured by KPMG Assurance and Consulting Services LLP, forms part of this Integrated Annual Report.

Directors:

Appointments:

The Board of Directors of the Company on February 27, 2024, based on the recommendation of the Nomination and Remuneration Committee (‘NRC'), approved the appointment of

Mr. Narain Duraiswami (DIN: 03310642) as an Additional Director (Independent, Non-Executive) effective March 1, 2024. Further, the Board approved his appointment as an Independent Director for a term of five (5) years with effect from March 1, 2024 up to February 28, 2029 (both days inclusive), subject to approval of the shareholders.

At the meeting of the Board of Directors held on February 29, 2024, the Board, on the recommendation of the NRC, appointed Dr. Gyanendra Shukla (DIN: 02922133) as an Additional Director of the Company with effect from April 1, 2024. He was also appointed as the Managing Director & Chief Executive Officer of the Company for a period of five (5) years with effect from April 1, 2024 to March 31, 2029, (both days inclusive) subject to the approval of shareholders, to take over from Mr. Sanjiv Lal on completion of his tenure on March 31, 2024.

On April 18, 2024, the Shareholders of the Company, by way of a Postal Ballot, approved the appointments of Mr. Narain Duraiswami as an Independent Director and Dr. Gyanendra Shukla as the Managing Director & Chief Executive Officer of the Company for the above-mentioned tenures.

Cessations:

As per the terms of her appointment, Dr. Punita Kumar Sinha (DIN: 05229262), completed her second term as an Independent Director on March 25, 2024 and accordingly ceased to be an Independent Director and Member of the Board of Directors of the Company.

Mr. Sanjiv Lal (DIN: 08376952), as per the terms of his appointment ceased to be the Managing Director & Chief Executive Officer of the Company on completion of his tenure on March 31, 2024.

The Board places on record its appreciation for Mr. Lal's and Dr. Sinha's contribution during their association with the Company.

Re-appointment:

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. R. Mukundan (DIN: 00778253), Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Independent Directors:

Mr. Narain Duraiswami, Dr. C. V. Natraj and Ms. Padmini Khare Kaicker, Independent Directors of the Company, have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. 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 judgement 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 digitalisation, 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 pro_ciency self-assessment test conducted by IICA.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report.

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, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Board.

Key Managerial Personnel (‘KMP'):

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPs of the Company:

• Mr. Sanjiv Lal, Managing Director & CEO (up to March 31, 2024)

• Dr. Gyanendra Shukla, Managing Director & CEO (w.e.f. April 1, 2024)

• Ms. Subhra Gourisaria, Chief Financial Officer

• Mr. Srikant Nair, Company Secretary & Compliance Officer

Procedure for Nomination and Appointment of Directors:

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC is also responsible for reviewing the profile of potential candidates vis-?-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

At the time of appointment, specific requirements for the position including expert knowledge expected are communicated to the appointee.

The Board reviews the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company which were mapped with each of the Directors on the Board.

The same is disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director:

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director' if he/she meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgement. Independent Directors are also expected to abide by the ‘Code for Independent Directors' as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and Directors:

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee Meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors.

ln a separate Meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of the Managing Director and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and the Directors. The same was discussed in the Board Meeting that followed the Meeting of the lndependent Directors and the NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Company follows a practice of implementing each of the observations from the annual evaluation by calendarising its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.

The Annual Performance Evaluation is conducted in a paperless manner with documents being securely uploaded and accessed electronically. This has resulted in saving paper, reducing the cycle time of the process and increasing confidentiality of the information.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Remuneration Policy is attached as Annexure A which forms part of this Report.

Board and Committee Meetings

Regular meetings of the Board and its Committees are conducted to discuss and approve various strategies, policies, financial matters and such other businesses. A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. a. Details of Board Meetings

During the year under review, eight (8) Board Meetings were held, details of which are provided in the Corporate Governance Report. b. Composition of Audit Committee

As on March 31, 2024, the Audit Committee comprised four (4) Members out of which three (3) were Independent Directors and one (1) was a Non-Independent, Non-Executive Director. During the year, six (6) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report.

There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

c. Composition of Corporate Social Responsibility (‘CSR') Committee

During the year under review, the CSR Committee comprised three (3) Members out of which one (1) was an Independent Director. During the year under review, two (2) CSR Committee Meetings were held, details of which are provided in the Corporate Governance Report.

There have been no instances during the year when recommendations of the CSR Committee were not accepted by the Board.

Details on other committees including their composition, number of meetings held and terms of reference are included in the Corporate Governance Report.

Corporate Social Responsibility

The Company aspires to improve the quality of life of communities [30% Afirmative Action (AA)] it serves through enhancing their socio-economic conditions by FY 2027-28. For this, the Company is working in and around its manufacturing sites, farmer connect regions and aspirational districts through focussed interventions in domain of natural resource conservation, education and skilling, women empowerment, greening, enhancing tribal and rural lives.

The Company's programme has created a positive impact in the community as it has repeat value and the community invites the Company to implement various initiatives in their locality.

Engaging employee volunteers in CSR activities has always been at the core. In FY 2023-24, more than 11,000 volunteering hours were contributed by 816 employees.

The Company has a presence in 4 States (Maharashtra, Gujarat, Karnataka and Telangana) and in the current year, impacted more than 2.18 lakh beneficiaries through its CSR programmes and spent _ 5.21 crore, the total Project cost of which was __24.35 crore with balance contributions largely from Government schemes and from beneficiaries via Shramdaan.

In the current year, the Company has received various recognitions for its CSR, AA and Volunteering programmes.

• The Company was recognised by Transformance group during the 4^th Annual ESG Summit and Awards 2023 for its Jal dhan project under "Best ESG Performance in Water Conservation" category. During the same summit, Rallis' Head-CSR & AA was recognised as one of the "Top 20 CSR Leaders"

• The Tata Afirmative Action Program (TAAP) jury conferred Rallis for "Significant Adoption" of TAAP in 2023

• Tata Sustainability Group recognised Rallis for its excellent contribution in Volunteering in Medium category. Rallis received 3 awards: (1) Highest per capita volunteering hours; (2) Highest unique volunteers; (3) Award for Excellence in Volunteering Under Natural Resource Management, Rallis has focussed on water conservation through rainwater harvesting (‘Jal Dhan'), recharging groundwater and soil conservation. In the current year, covered 14 villages from Gujarat and Maharashtra and harvested 3.92 MCM rainwater. In Maharashtra, the Company worked in the aspirational district of Dharashiv.

Under Education, the Company focussed to improve academic performance of students by providing quality education & capability building of teachers. The Company has branded its educational intervention as RUBY (Rallis Ujjwal Bhavishya Yojana). RUBY is spread in 4 States, 55 schools and 8,064 students (73% AA). The Company also works with 3 special children schools.

Under RUBY, focus is on English, Science and Mathematics for students.

Under Unnat Gram, the Company focusses on Holistic development of Tribal communities through developing livelihood resources, enhancing biodiversity, health and improvement in education. In the current year, the Company worked in 10 villages from Gujarat and Maharashtra and impacted more than 4,200 Tribals.

Under Saksham gram, Rallis worked in 8 villages from Telangana. Integrated efforts are made to improve quality of life of the villagers through education, skill development and livelihood enhancement. The Company engaged 149 families under its livelihood projects, wherein the families were engaged in animal husbandry, operation of general shops, transportation business, mobile shop etc. They were able to earn on an average _ 11,000/month.

Under TaRa intervention, Rallis focusses to empower women and youth through enhancing their skills to lead a successful life. In partnership with Light of Life Trust, Rallis runs two centres in Maharashtra. During the year, 1,000 trainees enrolled. Out of the trained trainees, 76% are gainfully engaged. For supporting in initiating the home-based business, the Company provided 117 Tool kits and mentored 909 trainees. During the year, 522 trainees set up their own businesses. 17 became "Job Creator" and provided employment to 20-25 people.

The Company invited NuSocia team to conduct a third-party Impact assessment. The observations are very encouraging. It was seen that there is an improvement in the social status of women trainees and now they have a say in the family. Family income has improved and there is demand for the said training programmes.

Under C-Safe, the Company works with the member farmer of identified FPC (Farmer Producer Company) to improve their farm prosperity through sustainable agriculture driving farm excellence. Various crop demos were conducted to promote the use of appropriate machinery, technology and provide digital solutions for increasing the scale and reach of farmers through farm mechanism. Through Capability Building of Farmers, exposure visits, training workshops, field days were organised and farmers were encouraged to undertake Agri allied entrepreneurial activities.

The above projects are in accordance with Schedule VII to the Act. The Annual Report on CSR activities is attached as Annexure B which forms part of this Report.

The CSR Policy is available on the website of the Company at https://www.rallis.com/our-commitment/csr.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, (‘POSH') and rules made thereunder. All persons employed on a permanent, contractual, temporary basis and trainees are covered under this Policy. In addition, the Company has complied with provisions relating to constitution of Internal Committees and has a stable well governed ethics investigation process. Regular workshops and awareness programmes against sexual harassment are conducted across the organisation.

As an endeavour to educate and empower employees and others within the organisation regarding POSH, virtual and classroom awareness sessions were conducted throughout the year. Additionally, an e-learning module is also in place for easy learning. No complaints were pending at the beginning of the financial year 2023-24. During the year under review, no complaints with allegations of sexual harassment were received by the Company and accordingly no complaints were pending as at the end of the year. The said Policy is available on the website of the Company at https://www.rallis.com/posh-policy.

Vigil Mechanism and Whistleblower Policy

The Company is committed to the highest possible standards of openness, integrity and accountability in all its affairs and to providing a workplace conducive to open discussion of its business practices. The Company has laid out infrastructures and policy through which the employees and other stakeholders can voice their concerns about suspected unethical or improper practices or violation of the Tata Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the Company. Protected disclosures can be made by a whistleblower through an e-mail or dedicated telephone line or letter to the Chief Ethics Counsellor of the Company or to the Chairperson of Audit Committee including a third party helpline "Integrity Matters".

During the year under review, the said Policy was revised, details of which are made available on the website of the Company at https://www.rallis.com/whistleblowerPolicy.

Senior leadership members at various occasions also emphasise the importance of adherence to the Company's Code of Conduct and its ethical ways of working.

(1) Statutory Auditors:

At the 74th AGM of the Company held on June 24, 2022, pursuant to the provisions of the Act and the Rules made thereunder, B S R & Co. LLP, Chartered Accountants (‘BSR') (Firm Registration No. 101248W/W-100022), were re-appointed as Statutory Auditors of the Company for a second term of five (5) consecutive years i.e. from the conclusion of the 74th AGM till the conclusion of the 79th AGM to be held in the year 2027.

The Audit Report of BSR on the Financial Statements of the Company for FY 2023-24 forms part of this Integrated Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

(2) Cost Auditors:

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly, the Company has made and maintained such cost accounts and records.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, based on the recommendations of the Audit Committee, the Board of Directors appointed D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611), being eligible, to conduct Cost Audit relating to the business of the Company for the year ending March 31, 2025.

D. C. Dave & Co. have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arm's length relationship with the Company. The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their rati_cation. Accordingly, a resolution for seeking Members' rati_cation for the remuneration payable to D. C. Dave & Co. is included in the Notice of the 76th AGM forming part of this Integrated Annual Report.

(3) Secretarial Auditors:

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Parikh & Associates (Firm Registration No. P1988MH009800), a firm of Company Secretaries in Practice, has been appointed as Secretarial Auditors of the Company.

The Report of the Secretarial Auditors is enclosed as Annexure C which forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act, details of which are required to be mentioned in this Report.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2024 is available on the Company's website at https://www.rallis.com/MGT2024.htm.

Other Disclosures

• No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

• No applications were made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016

• No deposits have been accepted from the public during the year under review and no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024

• There has been no change in the nature of business of the Company as on the date of this Report

• There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report

Secretarial Standards of ICSI

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.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure D which forms part of this Report.

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure E which forms part of this Report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members.

Any Member interested in obtaining the same may write to the Company Secretary at investorfirelations@rallis.com. None of the employees listed in the said Annexure is related to any Director/ KMP of the Company.

Acknowledgements

The Directors appreciate and value the contribution, dedication, support, hard work and commitment made by all the employees towards continuous improvement in all functions and areas as well as efficient utilisation of the Company's resources for sustainable and profitable growth.

The Directors would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, government authorities, farming community, business partners, shareholders, customers and other stakeholders. The Directors look forward to continuance of the supportive relations and assistance in the future.