The Board of Directors (“Board”) of your Company is pleased to present the Forty First (41^st) Annual Report of India Pesticides Limited
(“Company”) and the Audited Financial Statements for the financial year ended 31^st March, 2026 (“year under review” or “year” or “FY26”)

SUMMARY OF FINANCIAL RESULTS:

STATE OF COMPANY’S AFFAIRS

During the financial year ended 31^st March, 2026, the Company
continued to demonstrate strong operational and financial performance
driven by improved demand across key product segments, enhanced
operational efficiencies and better realizations in domestic as well as
export markets. During the year under review, the Company achieved
a significant milestone by crossing H1,000 Crore turnover for the
first time in its history, reflecting the strong growth trajectory and
operational strength of the Company.

On a standalone basis, the Company achieved Revenue from Operations
of H1,057.11 Crore during the financial year 2025-26 as against
H829.02 Crore in the previous financial year, registering a growth
of approximately 27.50%. Total Income stood at H1,078.35 Crore as
compared to H844.20 Crore in the previous year. Profit Before Tax
increased to H168.70 Crore from H113.57 Crore in the previous financial
year, reflecting a growth of approximately 48.54%. Profit After Tax for
the year stood at H122.29 Crore as against H84.37 Crore in the previous
financial year, registering a growth of approximately 44.94%.

On a consolidated basis, the Group reported Revenue from Operations
of H1,057.42 Crore as compared to H828.61 Crore in the previous
financial year. Total Income stood at H1,078.39 Crore as against
H843.44 Crore in the previous year. The Consolidated Profit Before Tax
for the year was H165.85 Crore as compared to H111.37 Crore in the

previous financial year, whereas Consolidated Profit After Tax stood at
H120.24 Crore as against H82.18 Crore in the previous year.

The Earnings Per Share (EPS) on standalone basis
increased to H10.62 per equity share of face value of
H1/- each as compared to H7.33 in the previous financial year. On
consolidated basis, the EPS stood at H10.40 per equity share as against
H7.14 in the previous financial year.

The financial performance of the Company reflects the continued
focus on operational excellence, capacity utilization, cost optimization,
product diversification and strengthening of export business. The
management remains confident about sustaining growth momentum
in the coming years supported by strong manufacturing capabilities,
robust research & development infrastructure and expansion in
domestic and international markets.

KEY BUSINESS DEVELOPMENTS

During the year under review, the Company undertook capacity
expansion in its Formulation Division and successfully commissioned
the expansion of its formulation plant. The expansion has resulted in
an increase in capacity by 3,500 MT per annum, thereby enhancing
the total formulation capacity from 6,500 MT per annum to 10,000
MT per annum. This expansion was undertaken in view of the strong

demand outlook and high-capacity utilisation levels, and is expected
to improve operational efficiency and support the future growth plans
of the Company.

The Company successfully commissioned the next phase of backward
integration for PEDA, an intermediate used in the manufacture of
Pretilachlor Technical, based on in-house R&D technology. During the
year, the capacity of the said intermediate was increased from 2,000 MT
per annum to 6,000 MT per annum. This initiative is aligned with the
Government of India’s “Aatma Nirbhar Bharat” vision by promoting
domestic manufacturing and reducing dependency on imports.

During the year under review, the Company secured regulatory approvals
for registration of its agrochemical products in international markets.
The Company obtained registration for its herbicide formulation in
Serbia and fungicide formulation in Australia. These approvals are
expected to strengthen the Company’s export performance, expand its
global footprint, and contribute to increased foreign exchange earnings
for the Country.

The Company continued to strengthen its global regulatory footprint
with multiple product approvals across key international markets. In
Australia, approval was received for its fungicide, while in Serbia,
registration was granted for its herbicide. Additionally, the Company
secured a registration, including 5 under Section 9(4) TIM, 9 under
Section 9(3) Export Technical, 6 under Section 9(3) Export Formulation,
and registrations under Section 9(4) F4. These achievements reflect
the Company’s continued focus on portfolio diversification and
international market expansion.

PRODUCTION CAPACITY

The technical and formulation capacities of the Company as on 31^st
March, 2026 at its Sandila Plant, Hardoi and Dewa Road Plant,
Lucknow are as under:

CHANGES IN THE STRUCTURE OF SHARE
CAPITAL, IF ANY

The Authorized Share Capital of the Company as on
31^st March, 2026 was H15,00,00,000 divided into 15,00,00,000 Equity
Shares of H1 each. The Paid-up Equity Share Capital of the Company
as on 31^st March, 2026 was H11,51,63,508 divided into 11,51,63,508
Equity Shares of H1 each.

During the year under review, there was no change in the share capital
of the Company. The Company has not made any public issue, rights
issue, bonus issue or preferential issue during the year. Further, the
Company has not issued any shares with differential voting rights or
sweat equity shares.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

The Company has two (2) subsidiaries as on 31^st March, 2026, namely,
Shalvis Specialities Limited, a wholly owned subsidiary, and Amona
Specialities Private Limited, a subsidiary of India Pesticides Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act,
2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of
the Company’s subsidiaries in Form AOC-1 is annexed to this Report
as Annexure - 1.

The Company does not have any joint venture or associate company
during the year under review.

The details of the subsidiaries are as follows:

1. Shalvis Specialities Limited (SSL)

Shalvis Specialities Limited (SSL) is a wholly owned subsidiary
of India Pesticides Limited. The Company was incorporated on
18^th January, 2021 as a Public Company limited by shares under
the provisions of the Companies Act, 2013, bearing Corporate
Identification Number (CIN): U24290UP2021PLC140490. The
Registered Office of SSL is situated at 35-A, Civil Lines, Bareilly
- 243001, Uttar Pradesh, and its Corporate Office is located at
Water Works Road, Swarup Cold Storage, Aishbagh, Lucknow,
Uttar Pradesh. SSL is engaged in the business of agrochemicals
and allied activities and continues to support the growth and
expansion of the Company’s operations.

During the year under review, one Formulation Plant and one
commercial Technical Block became operational. In addition, a
modern Pilot Plant has also been made operational for upscaling
future products.

The Multipurpose Process Plant for technical fungicide and
insecticide products is ready for commissioning in May 2026.
Further, the planned expansion for setting up a Greenfield
Herbicide Block and an additional Fungicide Block has been
initiated, with commissioning expected in FY 2026-27.

The Company continues to strengthen its product development
capabilities along with infrastructure upgradation, enabling
faster launch of future products in FY 2027-28. Registration
of technical and formulation products is being undertaken on a
regular basis. As on March 2026, the Company has obtained 50
registrations for indigenous as well as export manufacturing.

2. Amona Specialities Private Limited (ASPL)

Amona Specialities Private Limited (“ASPL”) was incorporated
on 04^th January, 2024 as a Private Limited Company,
limited by shares, under the provisions of the Companies
Act, 2013. Its Corporate Identification Number (CIN) is
U20210UP2024PTC195286. The Company has its Registered
Office situated at 7-Way Lane, Corporation No. 27/12,
Hazratganj, Gokhley Marg, Lucknow - 226001, Uttar Pradesh,
and its Corporate Office at Water Works Road, Swarup Cold
Storage, Aishbagh, Lucknow - 226004, Uttar Pradesh.

The Company is actively exploring new business opportunities to
expand its operations and strengthen its presence in the industry.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its
subsidiaries have been prepared in accordance with the Indian
Accounting Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015 (“Ind AS”), read with the applicable provisions

of the Companies Act, 2013. The Audited Consolidated Financial
Statements, together with the Auditor’s Report thereon, form part of
this Annual Report.

The Annual Financial Statements of the subsidiaries, namely Shalvis
Specialities Limited (SSL) and Amona Specialities Private Limited
(ASPL), along with the related detailed information, will be made
available to the Members upon request up to the date of the Annual
General Meeting (“AGM”), in terms of the applicable provisions of the
Companies Act, 2013.

These documents are also available for inspection 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
Obligations and Disclosure Requirements) Regulations, 2015. The
said Policy, as approved by the Board of Directors, is available on the
website of the Company and can be accessed at the following weblink:

Policy on Criteria for Determining Materiality of Events.
pdf - Google Drive

MATERIAL CHANGES AND COMMITMENTS
DURING THE YEAR

There have been no material changes or commitments affecting the
financial position of the Company which have occurred between the
end of the financial year 2025-26 to which the financial statements
relate and the date of this Report, as required under Section 134(3)(l)
of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has laid down adequate internal financial controls with
reference to financial statements, which are commensurate with its
size, scale and complexity of operations. These controls are designed to
ensure orderly and efficient conduct of business, including adherence
to the Company’s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial information.

The Company has adopted a risk-based internal control framework,
which is regularly reviewed and updated to align with the evolving
business environment and regulatory requirements.

An independent internal audit function forms an integral part of the
internal control framework. The internal audit is carried out through
a comprehensive audit programme covering all key functional areas
of the Company. The reports of the Internal Auditor are periodically
reviewed by the management and placed before the Audit Committee
for its review and directions.

The Internal Auditor reports directly to the Audit Committee, thereby
ensuring independence in the audit process. The Audit Committee
reviews the adequacy and effectiveness of the internal financial
controls and suggests improvements, wherever required.

The Statutory Auditors of the Company have also evaluated the
internal financial controls over financial reporting and have confirmed
their adequacy and operating effectiveness.

Based on the aforesaid framework and processes and consideration
of results of work performed by the internal, statutory 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 management, the Board is of the opinion
that your Company’s internal financial controls were adequate and
operating effectively during FY26.

CHANGE IN THE NATURE OF BUSINESS

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

ESOP

During the year under review, the Nomination and Remuneration
Committee (NRC) of the Company approved the grant of 4,54,640
stock options to eligible employees, as per the list placed before it.
The said options have been granted at an exercise price carrying a
discount of 15% to the Fair Market Value (FMV), in accordance with
the provisions of the IPL ESOP Scheme, 2023. The options shall vest in
a graded manner over a period of four (4) years from the date of grant,
subject to applicable terms and conditions of the Scheme.

Further, the Company has received in-principle approvals from BSE
Limited and National Stock Exchange of India Limited (NSE) vide
their respective letters dated 12^th January, 2026, for listing of up
to a maximum of 28,79,088 equity shares of face value H1/- each,
which may arise out of exercise of options granted under the IPL
ESOP Scheme, 2023.

The Company confirms that the ESOP Scheme is in compliance with
the applicable provisions of the Companies Act, 2013 and SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Company has also obtained certificates from the Secretarial
Auditors confirming that ESOP India Pesticides Employee Stock
Option Plan 2023 ("the Scheme") have been implemented in
accordance with the SEBI ESOP Regulations and the resolutions
passed by the shareholders of the Company. The said certificates
will be made available for inspection by the members electronically
during the AGM of the Company. Further, the details as required to be
disclosed under Regulation 14 of the SEBI ESOP Regulations can be
accessed at: ESOP Certificate 2026.pdf - Google Drive

DIVIDEND

The Board of Directors, at its meeting held on 23^rd May 2026,
recommended a dividend of H0.75 per equity share, i.e., 75% of the
face value of H1 each, for the financial year ended 31 March 2026.
In the previous financial year 2024-25 also, the dividend paid to
the shareholders was H0.75 per equity share, i.e., 75% of the face
value of H1 each.

The said dividend, if approved by the Members at the ensuing Annual
General Meeting (“AGM”), shall entail a total outflow of H8,63,72,631
towards dividend on equity shares.

In view of the amendments made to the Income-tax Act, 1961 by the
Finance Act, 2020, dividends paid or distributed by the Company
are taxable in the hands of the Members. Accordingly, the Company
shall make payment of dividend after deduction of tax at source,
wherever applicable.

The Dividend Distribution Policy, as approved by the Board, is
available on the Company’s website under the head “Policies” at:
Dividend Distribution Policy.pdf - Google Drive

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND

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 have been appointed as
a Nodal Officer of the Company and other details are available on the
website of the Company.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 read with Para B of Schedule
V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section and forms an
integral part of this Annual Report.

The Report, inter alia, provides an overview of the Indian economy,
industry structure and developments, business performance of the
Company, opportunities and threats, risks and concerns, internal control
systems, financial and operational performance, human resources, and
other material developments during FY 2025-26.

TRANSFER TO RESERVES & SURPLUS

During the year under review, the Company has not transferred any
amount to the General Reserve.

The Company’s profit for the Financial Year 2025-26, amounting to
H122.29 crore, has been retained in the business and included under
the head “Retained Earnings”. Accordingly, after all adjustments, the
closing balance of other equity of the Company stood at H1005.99 crore
as on 31^st March, 2026.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of the Company is duly constituted with a proper balance
of executive, non-executive, and independent Directors. The Board has
identified core skills, expertise and competencies of the Directors in
the context of the Company’s business for effective functioning and
how the current Board of Directors is fulfilling the required skills and
competencies. This is detailed at length in the Corporate Governance
Report. List Directors and KMPs as under:

*Dr. Madhu Dikshit was re-appointed as a Non-Executive Independent Director
and Chairperson of the Company for a second term of five (5) consecutive years,
with effect from 21^st December, 2025, by the Board of Directors at a meeting held
on 11^th November, 2025. The said re-appointment was subsequently approved by
the Shareholders of the Company through a resolution passed by postal ballot on
6^th March, 2026.

*Mr. Mohan Vasant Tanksale was re-appointed as a Non-Executive
Independent Director of the Company for a second term of five (5)
consecutive years by the Board of Directors at a meeting held on
11^th November, 2025, with effect from 21^st December, 2025. The said re-appointment
was subsequently approved by the Shareholders of the Company through postal ballot
on 6^th March, 2026.

*The tenure of Mr. Adesh Kumar Gupta as a Non-Executive Independent Director
of the Company concluded on 22^nd January, 2026. Further, Mr. Arun Kumar Jain was
appointed as an Additional Director in the capacity of Non-Executive Independent
Director of the Company by the Board of Directors through a resolution passed by
circulation on 12^th January, 2026, with effect from 23^rd January, 2026. His appointment
was subsequently regularized by the Shareholders of the Company by passing a
resolution through postal ballot on 06^th March, 2026.

*Mr. Rajendra Singh Sharma, Whole-time Director of the Company, resigned from his
position with effect from 23^rd July, 2025. Further, Dr. Udaya Bhaskar Mantripragada
was appointed as an Additional Director in the capacity of Whole-time Director of the
Company on the same date and was subsequently regularized by the Shareholders at
their meeting held on 19^th August, 2025.

*Mr. Satya Prakash Gupta, Chief Financial Officer (Key Managerial Personnel) of the
Company, was re-appointed by the Board of Directors in its meeting held on 23^rd July,
2025 for a further term of five years, effective from 27^th September, 2025.

*Mr. Dheeraj Kumar Jain was re-appointed as Chief Executive Officer and Key
Managerial Personnel of the Company by the Board of Directors at its meeting held on
09^th February, 2026, for a further period of five years, effective from 23^rd January, 2026.

Apart from the above information there is no change in Directors and
Key Managerial Personnel during the Financial Year 2025-26.

APPOINTMENT /RE-APPOINTMENT

The following appointments/re-appointments took place during the
Financial Year 2025-26:

RETIREMENT OF DIRECTORS BY ROTATION:

In accordance with the provisions of Section 152 of the Companies
Act, 2013 (“the Act”) and pursuant to Article 112(2) of the Articles
of Association of the Company, Dr. Kuruba Adeppa, Whole Time
Director of the Company, retires by rotation at the ensuing Annual
General Meeting (“AGM”) and, being eligible, offers himself for
re-appointment.

The brief profile and other requisite details of the Director proposed
to be re-appointed, as required under the applicable provisions of the
Act and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are provided in the Notice convening
the ensuing AGM.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

The Independent Directors are kept informed of the Company''s
business activities in all areas. A separate Meeting of Independent
Directors was held every year in which the Independent Directors
reviewed the performance of (i) non- Independent Directors, (ii) the
Board as a whole and (iii) Chairperson of the Company for the year
under review. They also assessed the quality, quantity and timeliness
of flow of information between the Company''s Management and the
Board that are necessary for the Directors to effectively and reasonably
perform their duties. Independent Directors expressed their satisfaction
on the working of the Company, Board deliberation and contribution of
the Chairperson and other Directors in the growth of the Company. All
the Independent Directors were present at the Meeting.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse
Board in enhancing its effectiveness and achieving sustainable success.
The Company believes that a truly diverse Board will leverage
differences in thought, perspective, knowledge, skills, regional and
industry experience, cultural and geographical backgrounds, age,
ethnicity, race and gender, thereby enabling the Company to retain its
competitive advantage.

The Board has adopted a Board Diversity Policy which sets out the
approach to diversity on the Board. The said Policy is available on the
Company’s website at: Policy on Board Diversity.pdf - Google Drive

Further details on Board diversity are provided in the Corporate
Governance Report forming part of this Annual Report.

BOARD AND COMMITTEE MEETINGS

The Board has constituted five (5) Committees, namely:

(i) Audit Committee,

(ii) Nomination and Remuneration Committee,

(iii) Corporate Social Responsibility Committee,

(iv) Stakeholders’ Relationship Committee, and

(v) Risk Management Committee.

During the year under review, the Board met six (6) times. The
intervening gap between any two consecutive Board meetings did not
exceed one hundred and twenty (120) days, in compliance with the
applicable provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

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

A detailed update on the meetings of the Board and its Committees
is provided in the Corporate Governance Report forming part of
this Annual Report.

AUDITORS

Statutory Auditor

M/s Suresh Surana & Associates LLP, Chartered Accountants, (FRN:
121750W/W00010 PRN: 019970) were appointed as the Statutory
Auditors of the Company at the 40^th Annual General Meeting (AGM)
held during the Financial Year 2024-25, to hold office till the conclusion
of the 45^th AGM of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013
read with the Rules made thereunder, and based on the recommendation
of the Audit Committee and the Board of Directors, the Members
of the Company approved the appointment of M/s Suresh Surana &
Associates LLP as the Statutory Auditors of the Company for a term of
five (5) consecutive years. Accordingly, they shall hold office from the
conclusion of the 40^th AGM till the conclusion of the 45^th AGM to be
held in the Financial Year 2029-30.

The Auditors have confirmed that they meet the criteria of independence
and are eligible for appointment in accordance with the provisions of
the Companies Act, 2013 and the Rules made thereunder.

The report of the Statutory Auditors on the Audited Financial
Statements for the financial year ended 31^st March, 2026 is annexed
and forms an integral part of this report and is unmodified, i.e., it does
not contain any qualifications and notes thereto are self-explanatory
and do not require any explanations by the Board of Directors.

Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Act read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Members of the Company at 40^th Annual General
Meeting, appointed M/s. GSK & Associates, Company Secretaries,
Kanpur (FRN: P2014UP036000; PRN: 2072/2022) as the Secretarial
Auditors of the Company for a term of 5 (five) consecutive financial
years (from 01^st April, 2025 to 31^st March, 2030).

The Secretarial Audit Report for the Financial Year 2025-26 does not
contain any qualifications, reservations or adverse remarks and notes
thereto are self- explanatory and do not require any explanations by
the Board of Directors and is attached to this report as ‘Annexure-2’.

Cost Auditor

In terms of Section 148 of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014, as amended, the cost accounts and records
are prepared and maintained by the Company as specified by the
Central Government.

Pursuant to Section 148(1) of the Act, read with the Companies
(Cost Records & Audit) Rules, 2014, as amended, the cost records
maintained by the Company in respect of its products are required to be
audited. M/s Honey Singh & Associates, Cost Accountants, Lucknow
(FRN:101134 was appointed as cost auditor to conduct audit of the
Cost records of the Company for the Financial Year 2025-26.

On the recommendation of the Audit Committee, the Board has re¬
appointed M/s Honey Singh & Associates, Cost Accountants, Lucknow

(FRN: 101134) to audit the cost records of the Company for the financial
year 2026-27 on a remuneration to be ratified by the Members, in the
ensuing AGM. Accordingly, a Resolution for ratification of payment
of remuneration to Cost Auditors, is included in the Notice convening
the AGM for approval of Members. The Company has received written
consent to the effect that their appointment is in accordance with the
applicable provisions of the Act and Rules framed thereunder. The Cost
Auditors have confirmed that they are not disqualified to be appointed
as the Cost Auditors of your Company for the financial year ending on
31^st March, 2027

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and rules made
there under, the Board of Directors of the Company has appointed
M/s Seth & Associates, Chartered Accountants, Lucknow as Internal
Auditors of the Company and to conduct internal audits periodically
and submit their reports to the Audit Committee. The Internal Auditors
have confirmed that they are not disqualified from being appointed
as the Internal Auditors of the Company and satisfy the prescribed
eligibility criteria. Their Reports have been reviewed by the Audit
Committee from time to time.

DETAILS IN RESPECT OF FRAUD REPORTED BY
AUDITORS:

During the year under review, the statutory auditors or the cost auditors
or the secretarial auditors have not reported any instances of fraud
committed against the Company by its officers or employees to the
audit committee/ Board and/or Central Government, under Section
143 (12) of the Act, and Rules framed thereunder, the details of which
would need to be mentioned in the Board’s report.

SECRETARIAL STANDARDS OF ICSI

The Company complies with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (“ICSI”).
The Directors have devised proper systems and processes to ensure
compliance with the applicable provisions of the said Secretarial
Standards, and such systems were found to be adequate and operating
effectively during the year.

DETAILS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014 form part
of the notes to Financial Statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) entered into by your Company
during the year under review were at arms’ length basis and in the
ordinary course of business. Since there were no materially significant
RPTs with holding Company and its subsidiaries, Promoters, Directors,
Key Managerial Personnel or other designated persons which may have
a potential conflict of interest with the Company at large, the disclosure
of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-
2 is not applicable to the Company.

All RPTs are placed before the Audit Committee for its review and
approval. Prior omnibus approval of the Audit Committee is obtained
for transactions which are of a foreseen and repetitive nature. The Audit
Committee continues to monitor RPTs on a quarterly basis to ensure
transparency and compliance with applicable Regulations. Pursuant to
the provisions of the SEBI Listing Regulations as well as the Rule 6A
of the Companies (Meetings of Board and its Powers) Rules, 2014,
Audit Committee, had granted omnibus approval for the proposed
RPTs to be entered into by the Company during the year 2025-26. In
compliance with the Indian Accounting Standards (IND AS), details
of RPT are mentioned in Note no. 38 of Financial Statements forming
part of this Report.

The requisite information of Related Party Transactions, as applicable
as per the Industry Standards as notified by SEBI, is placed before
the Audit Committee for its review and approval, in accordance with
the provisions of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has in place a Related Party Transactions Policy. The
Audit Committee reviews this policy periodically and reviews and
approves all related party transactions, to ensure that the same are
in line with the provisions of applicable law and the Related Party
Transactions Policy. The Policy as approved by the Board is uploaded
and can be viewed on the Company’s website:

Policy on Dealing with Related Party Transactions.pdf - Google Drive

RISK MANAGEMENT

The Company is exposed to various risks that may impact its operations,
financial performance and business continuity. To address these
uncertainties, the Company has established a robust and comprehensive
risk management framework aimed at identifying, assessing, mitigating
and monitoring potential risks on an ongoing basis.

The risk management framework encompasses both internal and
external risk factors and is supported by a structured process of
Probability and Impact Analysis, enabling timely identification of
risk exposures and implementation of appropriate mitigation strategies.
This approach ensures that risks are proactively managed and aligned
with the Company’s overall business objectives.

The oversight of the risk management framework is entrusted to a duly
constituted Risk Management Committee comprising the Chairperson,
Independent Directors, Non-Executive Directors, and Key Managerial
Personnel including the Chief Executive Officer and Chief Financial
Officer. The Committee periodically reviews the risk profile of the
Company and ensures the effectiveness of mitigation measures.

Further, the Company has constituted an Executive Risk Management
Sub-Committee, which is responsible for identifying emerging risks
and implementing appropriate control measures. The Sub-Committee
actively monitors risk-related developments and ensures the efficient
functioning and continuous improvement of the risk management
framework across the organization. The Board is satisfied that there are
adequate systems and procedures in place to identify, assess, monitor
and manage risks including the risks associated with cyber security.
The Risk Management Policy as approved by the Board is uploaded on
the Company’s website at Risk Management Policy.pdf - Google Drive

DEPOSITS

During the financial year under review, the Company has not accepted
any deposits within the meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, the details relating to deposits are as under:

DIRECTORS RESPONSIBILITY STATEMENT

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.

DECLARATION BY INDEPENDENT DIRECTORS

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.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The current policy is to have an appropriate mix of executive, non¬
executive and independent Directors to maintain the independence of
the Board, and separate its functions of governance and management.
As of March 31, 2026, the Board has nine members, two of whom
are Executive Director, Four Non-Executive and Non-Independent
Directors 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 Terms and Conditions of Appointment of Independent
Directors.pdf - Google Drive

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.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations,
the Board has carried out an annual performance evaluation of its own
performance, the performance of Independent Directors and other
Directors individually, as well as the evaluation of the working of its
Committees for the FY26. The evaluation has been carried out based
on the criteria defined by the Nomination & Remuneration Committee.

Based on the evaluation, Company expects the Board and the Directors
to continue to play a constructive and meaningful role in creating value
for all the stakeholders in the ensuing years.

TRAINING AND FAMILIARIZATION PROGRAMME
FOR DIRECTORS

The details of the familiarization programme for independent Directors
are available on the website of your Company and can be accessed
through at: Familarisation Programme by Independent Directors.
pdf - Google Drive

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to regulation 34(2)(f) of SEBI Listing Regulations, read
with SEBI Master circular SEBI/HO/49/14/14(7)2025-CFD-
POD2/I/3762/2026 last updated on 30^th January, 2026 the Report on
Business Responsibility and Sustainability, describing the initiatives
taken by the Management from an environmental, social and
governance perspective, forms an integral part of this Annual Report.

RESEARCH AND DEVELOPMENT (R&D)

R&D forms the backbone of the Company’s innovation strategy, with
a strong focus on technological advancement, process optimization,
and sustainability. The Company continuously absorbs and enhances
technologies to maximize efficiency and ensure environmentally
responsible operations. Most manufacturing processes are developed
and optimized through robust in-house R&D capabilities.

The Company operates two Department of Scientific and Industrial
Research (DSIR)-recognized in-house R&D laboratories, managed by
a team of experienced scientists and supported by expert guidance from
leading research institutions and universities. These laboratories are
equipped with advanced infrastructure enabling synthesis from gram
to kilogram scale and facilitating a wide range of chemical reactions.

A key strength lies in the integrated pilot plant facilities, which enable
seamless scale-up from laboratory to commercial production. These

facilities support process validation, feasibility assessment, and testing
under extreme conditions, ensuring efficient technology transfer and
reliable commercial outcomes.

All manufacturing units are supported by Process Development
Labs, Pilot Units, Formulation Labs, and Analytical Development
Laboratories (ADL). The Sandila ADL is NABL accredited. Equipped
with advanced analytical instruments, the R&D ecosystem ensures
stringent quality control across the product lifecycle—from raw
material testing to final product release.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provision of Section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company
being a responsible corporate citizen engages with community at large
for betterment of society, it serves. There were a number of projects
and programmes undertaken, pursued and sustained very well by the
Company as part of CSR initiatives.

The Company has adopted a well-defined Corporate Social &
Environmental Responsibility (“CSER”) Policy, driven by its
philosophy of sustainable and inclusive growth. Guided by its motto,
“Care the World, with Care”, the Company undertakes strategically
planned initiatives in the areas of Education, Healthcare, Rural
Development, Sports, and Environment, with a strong focus on socio¬
economic and environmental stewardship.

The Company’s CSR governance framework comprises a dedicated
CSR Committee of the Board, chaired by an Independent Director
and supported by members from the promoter group and a Whole¬
Time Director, along with an internal CSR execution team. The
Committee periodically reviews and monitors CSR performance and
implementation effectiveness.

All CSR initiatives undertaken by the Company are aligned with
selected UN Sustainable Development Goals, reinforcing IPL’s
commitment towards sustainable development, environmental
responsibility, and community welfare.

The Annual Report on CSR activities undertaken during the year is
annexed as Annexure - 3.

The CSER Policy is available on the website of the Company:
Corporate Social Responsibility Policy.pdf - Google Drive

CORPORATE GOVERNANCE REPORT

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

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:

A) Conservation of energy:

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

The Company continues to focus on conservation of energy
through adoption of energy-efficient technologies, process
optimization and regular monitoring of energy consumption
at its manufacturing facilities. Various initiatives such as
efficient utilization of utilities, preventive maintenance of
equipment and use of energy-efficient systems have helped
in reducing overall energy consumption and improving
operational efficiency.

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

The Company has taken significant initiatives towards
utilization of alternate sources of energy and promotion

of sustainable operations. During the financial year, the
Company entered into an agreement with Fourth Partner
Power Energy Private Limited for procurement of solar
energy, thereby increasing the use of renewable energy in its
operations. Further, the Company has also entered into an
agreement with PTC India Limited for purchase of power
through power exchange mechanisms, enabling efficient
and optimized sourcing of electricity. These initiatives
are expected to reduce dependency on conventional
energy sources, improve energy efficiency and support
the Company’s commitment towards environmental
sustainability.

(iii) The capital investment made by the Company on energy
conservation equipment during the year was H7.72

crore, reflecting the Company’s continued commitment
towards improving energy efficiency, reducing power
consumption and promoting sustainable operations across
its manufacturing facilities.

(B) Technology absorption:

(i) Efforts made towards Technology Absorption:

The Company continues to focus on in-house technology
development through its R&D capabilities. All process
technologies are developed internally by the R&D
team, which is equipped with advanced instruments and
equipment to develop products from gram scale to kilo
scale. After detailed process study and successful trials at
the pilot plant level, Standard Operating Procedures are
prepared for smooth implementation at plant scale. This
helps the Company in process optimization, cost efficiency,
quality improvement and successful commercialization
of new products.

(ii) The benefits derived:

The Company has derived benefits from its technology
absorption initiatives in the form of reduction in
cost of manufacturing through in-house process
development, improved process efficiency and successful
commercialization of new products. These efforts have
also strengthened the Company’s product development
capabilities and supported better scalability from pilot
stage to plant-level implementation.

(iii) In case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year):

The Company has not imported any technology during
the last three years reckoned from the beginning of
the financial year

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

(C) Foreign exchange earnings and Outgo:

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

As required under Rule 8(5)(x) of the Companies (Accounts) Rules,
2014, the Company has in place a Policy for prevention of Sexual

Harassment in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013
(“POSH Act”) and the Rules made thereunder. The Company has zero-
tolerance approach towards Sexual Harassment at workplace.

In compliance with the provisions of the Companies (Accounts)
Rules, 2014, as amended, the Internal Complaints Committee (“ICC”)
has been constituted to redress the complaints relating to sexual
harassment. The Policy covers all employees including permanent,
contractual, temporary, trainees and other stakeholders.

To ensure compliances with the POSH Act, promote a safe working
environment for women, and enhance awareness, the Company
conducted various POSH awareness sessions and workshops during
the financial year.

The following is the summary of sexual harassment complaints received
and disposed-off during the Financial Year 2025-26, as required under
Rule 8(5)(x) of the Companies (Accounts) Rules, 2014:

DISCLOSURE WITH RESPECT TO THE
PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT 1961

As required under Rule 8(5)(xiii) of the Companies (Accounts) Rules,
2014, your Company affirms that it has complied with all applicable
provisions of the Maternity Benefit Act, 1961, during FY 2025-26
including the provision of paid maternity leave and other prescribed
benefits to eligible women employees during the financial year. The
Company remains committed to supporting the health, dignity and
welfare of women in the workplace.

APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)

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

DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

During FY 2025-26, the Company has not made any
one-time settlement with the banks or financial institutions and hence,
the same is not applicable to the Company.

PROHIBITION OF INSIDER TRADING

In compliance with the provisions of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 and to preserve the confidentiality and
prevent misuse of unpublished price sensitive information (UPSI),
the Company has adopted a Code of Conduct to Regulate, Monitor
and Report Trading by Insiders (‘Insider Trading Code’) and a Code
of Practices and Procedures for Fair Disclosure of Unpublished Price

Sensitive Information (‘Code of Fair Disclosure’). The Company
has in place the digital structured database as required under SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The said Code of Conduct is intended to prevent the misuse of UPSI
by insiders and connected persons and ensure that the Directors and
designated persons of the Company and their immediate relatives shall
not derive any benefit or assist others to derive any benefit from having
access to and possession of such UPSI about the Company which is not
in the public domain, that is to say, insider information.

The Code of Fair Disclosure ensures that the affairs of the Company
are managed in a fair, transparent and ethical manner keeping in view
the needs and interest of all the stakeholders.

PARTICULARS OF EMPLOYEES

The Company had 1,126 permanent employees as on 31^st March, 2026,
comprising 1,115 male employees and 11 female employees.

The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, relating to the
ratio of remuneration of each Director and Key Managerial Personnel
(“KMP”) to the median remuneration of employees, percentage
increase in remuneration, median remuneration of employees, and
particulars of top ten employees in terms of remuneration drawn, forms
part of Annexure - 4 to this Board’s Report.

INSURANCE

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.

CREDIT RATINGS

The Company’s Long-Term and Short-Term Bank Facilities have
been reaffirmed at CARE A and CARE A1 , respectively, by Care
Edge Ratings. The reaffirmation reflects the Company’s efficient
operational performance, diversified product portfolio in the Technical
and Formulation business segment, strong financial risk profile, and
robust capital expenditure plans aimed at future growth and expansion.

VIGIL MECHANISM

The Company has established a vigil mechanism named as ‘Policy
on Vigil Mechanism’ within the Company in compliance with the
provisions of Section 177(10) of the Act and Regulation 22 of the SEBI
Listing Regulations.

The policy of such mechanism which has been circulated to all
employees within your Company, provides a framework to the
employees for guided & proper utilization of the mechanism. Under
the said Policy, provisions have been made to safeguard persons who
use this mechanism from victimization. The Policy also provides
access to the Chairman of the Audit Committee by any person under
certain circumstances. The Whistle Blower Policy is available on
the Company’s website: Vigil Mechanism Policy & Whistleblower
Procedure.pdf - Google Drive

ANNUAL RETURN

As required under Section 92(3) of the Act and the Rules
made thereunder and amended from time to time, the
Annual Return of the Company in prescribed Form
MGT-7 is available on the website of the Company and can be accessed
through the following link:Annual Return

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere
gratitude for the continued cooperation and support extended to the
Company by all stakeholders, including customers, suppliers, business
associates, banks, financial institutions, central and state government
authorities, and local bodies.

Your Directors also wish to express their deep appreciation for
the dedication, commitment, and valuable contributions made by
employees at all levels, which have significantly contributed to the
Company’s performance during the year under review.

The Directors further acknowledge with gratitude the trust, confidence,
and continued support reposed by the shareholders of the Company.

By the order of the Board
For India Pesticides Limited

sd/- sd/-

Anand Swarup Agarwal Kuruba Adeppa

Non-Executive Director Whole Time Director

DIN:00777581 DIN:08987462

Date: 23.05.2026
Place: Lucknow

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.

STATE OF COMPANY’S AFFAIRS

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

AGROCHEMICAL REGISTRATION

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.

CAPACITY EXPANSION

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:

CONSOLIDATED FINANCIAL STATEMENTS

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

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

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.

INTERNAL FINANCIAL CONTROLS

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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS - RULE 8(5)(VIII) OF THE COMPANIES (ACCOUNTS) RULES, 2014

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.

CHANGE IN THE NATURE OF BUSINESS

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

ESOP

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 H 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.

DIVIDEND

On 26^th May, 2025, the Board of Directors in its meeting recommended a dividend of H 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 H 0.75 per share (i.e. @75% of face value of H 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 H 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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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.

MANAGEMENT DISCUSSION & ANALYSIS

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.

TRANSFER TO RESERVES & SURPLUS

During the year under review, the Company has not transferred any amount to the General Reserve. However, the Current Year’s profit of H 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 H 891.92 crores.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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.

APPOINTMENT /RE-APPOINTMENT:

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

AUDITORS

Statutory Auditor

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.

Secretarial Auditor

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.

Cost Auditor

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.

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.

RISK MANAGEMENT POLICY

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.

DEPOSITS

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.

DIRECTORS RESPONSIBILITY STATEMENT:

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.

DECLARATION BY INDEPENDENT DIRECTORS

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.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

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.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS

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 https://www. indiapesticideslimited.com/InvestorRelations.php

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

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.

RESEARCH AND DEVELOPMENT (R&D)

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.

CORPORATE SOCIAL RESPONSIBILITY

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: https://www.indiapesticideslimited.com/InvestorRelations.

php and details of projects or programs undertaken are available at https://www.indiapesticideslimited.com/CSR activity.php.

CORPORATE GOVERNANCE REPORT

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.

(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 H 7.72 cr.

(B) Technology absorption:

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: H 1.47 cr.

(C) Foreign exchange earnings and Outgo:

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

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

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

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

PARTICULARS OF EMPLOYEES

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.

INSURANCE

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.

CREDIT RATINGS

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.

VIGIL MECHANISM & WHISTLEBLOWER POLICY:

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

ANNUAL RETURN

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

ACKNOWLEDGEMENT

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.

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 2024.

Summary of Financial Information:

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

State of Company''s Affairs

During the Financial year, the Company has earned a net profit of H 61.20 crores as compared with the previous year''s profit of H 144.47 crores.

During the year, the Company has earned a consolidated net profit of H 60.17 crores as compared with the previous year''s profit of H 143.24 crores.

During the year, the Company''s NABL Analytical R&D Lab has been accredited by the Department of Agriculture and Farmers Welfare, Ministry of Agriculture and Farmers Welfare, Government of India. The name of our NABL is currently included on the 17^th position of the GLP/NABL accredited laboratories list on the CIB RC Portal.

During the year the Company has been awarded the Technical Equivalence (TEQ) certification by the European Union (EU) for our advanced herbicide technical product.

Our expertise in advanced process chemistry, manufacturing process efficiency and backward integration strategies has

positioned our company at the forefront of the industry. Our R&D competencies have enabled us to enhance our existing products and explore new areas with significant growth potential. We remained committed to improving our product mix while increasing and improving our production capabilities.

During the year, the Company has received the allotment letter of the area of the plot is 11,461.00 square meters of land adjacent to its existing Sandila Plant for setting up a manufacturing unit of "Pesticides"

Capacity Expansion

During the year under review, the technical capacity of our Sandila Plant was raised by 2,700 MT, and we intend to utilize two more manufacturing blocks at the current Sandila plant for herbicide technicals and intermediates. This increase in production capacity will boost process efficiency and bring about economies of scale.After launch of 2,700 MT technical capacity during FY24, as on 31.03.2024, the installed capacity of Technicals increased to 24,200 MT from 21,500 MT.

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

Changes in the Structure of Share Capital, if any:

The Authorized Share Capital of the Company as on 31.03.2024 was H 15,00,00,000 divided into 15,00,00,000 Equity Shares of H 1 each and the Paid-Up Equity Share Capital as on 31.03.2024 was H 11,51,63,508 divided into 11,51,63,508 Equity Shares of H 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.

Subsidiaries, Joint Ventures or Associate Companies

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 incorporated on 04.01.2024. 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:-

I. Shalvis Specialities Limited ("SSL")

SSL was incorporated on January 18, 2021 as a public company limited by shares under the Companies Act, 2013. Having corporate identification number is U24290UP2021PLC140490. It has its registered Office at 35-A, Civil Lines, Bareilly 243001 and it''s Corporate Office at Water Works Road, Swarup Cold Storage, Aishbagh, Lucknow.

SSL is authorized to engage in the business of Manufacturing Agrochemicals, Intermediates, API and Fine Chemicals for Export & Indigenous use among other things, manufacture, production, formulation, sale and trade of all types of agricultural chemicals and pesticides under the objects clause of its memorandum of association.

During the year SSL successfully commenced its first phase of commercial production on 28.03.2024 in the First Block situated at Plot No. TM-1, UPSIDC, Industrial Area, Sumerpur, Dist. Hamirpur, Uttar Pradesh-210502, (India).

Capital Structure of SSL Subsidiary (Wholly Owned Subsidiary)

As on 31^st March, 2024 the Authorized Share Capital of the Company is H 30,00,00,000/- divided into 3,00,00,000 equity shares of ?10 each and the issued, subscribed and paid-up share capital is H 27,90,00,000/- divided 27,90,000 equity shares of H 10 each.

During the year the Company''s paid-up capital increased from 4,65,00,000/- divided into 46,50,000 equity shares of H 10 each to H 27,90,00,000/- divided 27,90,000 equity shares of H 10 each.

II. Amona Specialities Private Limited ("ASPL")

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 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.

ASPL is authorized to engage in the business of asset-light business model whereby it will focus on identifying generic molecules preparing dossiers, seeking registrations, marketing, and distributing formulations/technical through third-party distributors or its own sales force.

Capital Structure of ASPL Subsidiary

The Authorised Share Capital of ASPL is H 1,00,00,000/-divided into 10,00,000 equity shares of H 10 each.

The issued, subscribed, and paid-up share capital of ASPL is H 1,00,00,000/- divided into 10,00,000 equity shares of H 10 each.

The annual accounts of both the subsidiaries company are available for inspection by any shareholder at the Company''s registered office and interested shareholders may obtain it by writing to the Company Secretary of the Company. The same are also placed on the website at https://www.indiapesticideslimited.com/ InvestorRelations.php

The Company does not have any material subsidiary. The policy for determining material subsidiaries can be downloaded from the website of the Company at Policy for Determining Material Subsidiaries

The Company has noJoint Venture or Associate Company.

Consolidated Financial Statements

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

Material Changes and Commitments during the Year

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year 2023-24 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.

Internal Financial Controls

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.

Adequacy of Internal Financial Controls - Rule 8(5)(viii) of The Companies (Accounts) Rules, 2014

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, 2024.

Change in the Nature of Business

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

ESOP

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.

Dividend

On 30^th May, 2024, the Board of Directors in its meeting recommended a dividend of H 0.75 per share (i.e.@75% of the face value of H,1/- each on the Equity Shares of the Company for the year ended 31 March, 2024). In the previous year 2022-23 also, the dividend paid to the shareholders was H

0.75 per share (i.e. @75% of face value of H 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 H 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 Dividend Distribution Policy

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

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. Ajeet Pandey, 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.

In terms of the provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. For further details on taxability, please refer to Notice of annual general meeting.

The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.

Management Discussion & Analysis

The Management Discussion and Analysis 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. 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 2023-24, on businesses of the Company.

Transfer to Reserves & Surplus

During the year under review, the Company has not transferred any amount to the General Reserve. However, the Current Year''s profit of H 61.40 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 2023- 2024, after all adjustments were H 816.24 crores.

Directors & Key Managerial Personnel

During the Year, Mr. Anand Swarup Agarwal NonExecutive Director has resigned from the position of the Chairpersonship and Dr. Madhu Dikshit Independent Director of the Company appointed as the Chairperson of the Company on 14.12.2023 by the Board of Directors via Resolution by circulation.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are Mr. Rajendra Singh Sharma, Whole-time Director, Mr. Dheeraj Kumar Jain, Chief Executive Officer, Mr. Satya Prakash Gupta, Chief Financial Officer and Mr. Ajeet Pandey, Company Secretary and Compliance Officer.

During the year under review, the composition of the Board has been expanded from 6 Directors to 8 Directors by the induction of Mr. Vishal Swarup Agarwal & Mr. Vishwas Swarup Agarwal as a Non-Executive Director. As on the date of the report, the Board comprises, 3 Independent, 4 Non-Executive Non Independent and 1 Executive Directors, details thereof have been provided in the Corporate Governance Report

However there is no change in Key Managerial Personnel during the Financial Year 2023-24.

Appointment /Re-Appointment:

The following appointments/reappointments took place during the year 2023-24:

Mr. Rajendra Singh Sharma, Whole-time Director (Executive Director) was reappointed for the further period of 5 years w.e.f 1st October, 2023 by the Board of Directors at their meeting 30th May, 2023, subject to the approval of shareholders and the same has been obtained at the Annual General Meeting held on 24th August, 2023

During the year, Mr. Satya Prakash Gupta has been reappointed as Chief Financial Officer of the Company for a period of 2 years i.e. w.e.f. 28.09.2023, based on the recommendation of the Nomination and Remuneration Committee.

Mr. Vishal Swarup Agarwal and Mr. Vishwas Swarup Agarwal has been appointed by the Board of Directors as an Additional Directors (Non-Executive Directors), with effect from 06-11-2023. Their appointment has been regularized by obtaining, Shareholder''s approval through Postal ballot dated 19th January, 2024.

Pursuant to Regulation 36 (3) of the SEBI (LODR) 2015, Mr. Rajendra Singh Sharma has not resigned in the past three years from any of the listed entities.

Retirement by Rotation:-

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. Anand 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.

Board Diversity

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.

Board and Committee Meetings

Board and Committees Meeting details are as under:-

a. Details of the Board Meetings

During the year under review, 5 (five) Board Meetings were held, details of which are provided in the Corporate Governance Report.

b. Composition of the Audit Committee

As on March 31, 2024, the Audit Committee comprised 3 (three) Members out of which 2 (two) are Independent Directors, Mr. Mohan Vasant Tanksale (Chairperson) and Mr. Adesh Kumar Gupta (Member) and 1 (one) is a Non-Independent & Non-Executive Director, Mr. Rahul Arun Bagaria (Member). During the year, 5 (Five) 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 the Nomination & Remuneration Committee

As on March 31,2024, the Nomination & Remuneration Committee comprised 3 (three) Members out of which 2 (two) are Independent Directors, Mr. Adesh Kumar Gupta, (Chairperson) and Dr. Madhu Dikshit (Member) and 1 (one) is a Non-Independent & Non-Executive Director, Mr. Rahul Arun Bagaria (Member). During the year, 5 (Five) Nomination & Remuneration 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 Nomination & Remuneration Committee were not accepted by the Board.

d. Composition of the Corporate Social Responsibility (''CSR'') Committee

During the year, the Committee comprised 4 (Four) Members out of which 1 (one) is Independent Director, Mr. Mohan Vasant Tanksale (Chairperson), 1 (one) is Non-Independent & Non-Executive Director, Mr. Anand Swarup Agarwal, and 1 (one) is Executive Director, Mr. Rajendra Singh Sharma, Mr. Vishal Swarup Agarwal* Non-Independent & Non-Executive Director as its members.

During the year under review, 1 (one) CSR Committee Meetings were held, details of which are provided in the Corporate Governance Report.

Mr. Vishal Swarup Agarwal has been appointed as Member of the Committee by the Board of Directors in it''s Board Meeting dated 07-02-2024

e. Composition of Stakeholder Relationship Committee (''SRC'')

During the year, the Committee comprised 4 (Four) Members out of which 1 (one) is Non-Executive and Non-Independent Director, Mr. Anand Swarup Agarwal (Chairperson), 1 (one) is Independent Director, Mr. Adesh Kumar Gupta, and 1 (one) is Executive Director, Mr. Rajendra Singh Sharma, Mr. Vishwas Swarup Agarwal* Non-Independent & Non-Executive Director as its members.

During the year under review, 4 (four) Stakeholder Relationship Committee Meetings were held, details of which are provided in the Corporate Governance Report.

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

Mr. Vishwas Swarup Agarwal has been appointed as Member of the Committee by the Board of Directors in it''s Board Meeting dated 07-02-2024.

f. Composition of the Risk Management Committee (''RMC'')

During the year, the Committee comprised 6 (six) Members out of which 3 (three) are Non-Executive and Independent Director, 1 (one) Non-Executive Director, Dr. Madhu Dikshit is (Chairperson) and Independent Director, Mr. Mohan Vasant Tanksale Independent Director, Mr. Adesh Kumar Gupta Independent Director, Mr. Dheeraj Kumar Jain Chief Executive Officer and Mr. Satya Prakash Gupta Chief Financial Officer as its members.

During the year under review, 2 (Two) Risk Management Committee Meetings were held, details of which are provided in the Corporate Governance Report.

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

g. Resolution by circulation

During the year Resolution by circulation was conducted with the prior approval of the Board. Circular was circulated on 13-12-2023 and Board of Directors of the Company has approved and passed following resolutions by circulation dated 14-12-2023.Details of which are disclosed in the Corporate Governance Report.

Management Committee

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.

Auditors and Report thereon

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013,

During the year, no change in the appointment of the Statutory Auditor of the company, however, Lodha & Co., Chartered Accountants (Firm registration number 301051E) was appointed as the statutory auditors of the Company, to hold office for a period of five consecutive years from the conclusion of the 35^th AGM of the Company held on December 21, 2020, till the conclusion of the 40^th AGM to be held in 2025.

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.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act 2013.

Secretarial Auditors and Secretarial Audit Report

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 Financial Year 2023-24. 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 year under review.

Further, the Board of Directors at their meeting held on 30^th May, 2024 has reappointed M/s. GSK & Associates, as the Secretarial Auditor of the Company for the Financial Year 2024-25.

Cost Audit

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 (FRN: 101134), Lucknow was appointed as cost auditor to conduct the cost audit of books and accounts of the Company for the Financial Year 2023-24.

Further the Board of Directors at their meeting held on 30^th May, 2024 has reappointed M/s Honey Singh & Associates, Cost Accountants (FRN: 101134), Lucknow as Cost Auditor of the Company for the Financial Year 202425. 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.

Internal Auditor

The Board of Directors have appointed Adroit & Ardent Private Limited, as the Internal Auditor of the Company for conducting the internal audit for the FY 2023-24.

Further the Board of Directors at their meeting held on 30^th May, 2024 has reappointed Adroit & Ardent Private Limited, as the Internal Auditor of the Company for the Financial Year 2024-25.

Comments by Board on Auditors'' Report:

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.

Compliance under Secretarial Standards:

The Company is in compliance of all Secretarial Standards issued by The Institute of Company Secretary of India from time to time.

Particulars of Loans, Guarantees and Investments

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.

Related Party Transactions

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 in Form No. AOC-2 is not applicable to the Company 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. 37 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 at Related Party transaction

Risk Management

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.

Risk Management Policy

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

Deposits

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

Deposits not in compliance with Chapter V of the Act

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

Directors Responsibility Statement:

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.

Declaration by Independent Directors

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.

Policy on directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2024, the Board has Eight members, one of whom is Executive Director, Four Non-Executive and Non-Independent Director and three Independent Directors. One of the Independent Director on the Board is women. 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 Policy on directors'' appointment and remuneration.

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.

Formal Annual Evaluation of the performance of the board, its committees, chairperson and individual directors

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. Following the meetings of Independent Directors and of Nomination and Remuneration Committee, 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 2023-24 are available on the website of the Company at https://www.indiapesticideslimited.com/#

Business Responsibility and Sustainability Report

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.

Research and Development (R&D)

The R&D projects portfolio is focused on improving the relative market position of your Company''s businesses in the face of increasingly volatile and competitive business environment. The focus is on developing and commercializing premium differentiated products, improving our competitive cost position, product quality and environmental sustainability. To support these goals, the businesses are managing a pipeline of projects that are addressing near and mid-term needs, as well as the exploration of future opportunities.

Corporate Social Responsibility

India Pesticides Limited ("IPL"/ "Company") believes that the contribution towards socio-economic development as environmental and social steward is a key factor required for holistic professional growth.

Collaborating with teams of expert social organisations when we went public listing, focusing more on environmental and sustainability factors in line with circular economy in 202223 and aligning CSR activities with UN-SDG in 2023-24 is the evolvement IPL has brought in social engagement with responsibility. Our approach is well guided by the Directors in CSR Committee. Quarterly review by the Directors and monthly review on progress of activities by the CSR Core team are governing factors. Now, is time to focus on impact on all activities so far done. 2024-25 would be dedicated on Impact Studies and further expand our scope of work.

As a socially responsible Company, India Pesticides Limited (IPL) is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. IPL as a corporate is committed to uphold its social responsibility with reverberating belief ''Care the World with Care''. Our aim is to uplift standard of environment for society within & outside the organization, while preserving company''s profitability. Corporate Social Responsibility ("CSR") at India Pesticides Limited ("Company") portrays the synergetic connection between the Company and the community in which it operates. The objective is bringing about a difference and adding value in the area where there is a need of support for development in our society.

The projects undertaken by the Company are within the broad framework of Schedule VII of the Companies Act, 2013. In line with the same the Company in addition to all other activities is spending a major portion on identified projects such as: i.e. Shuchita, Unnati & Oorjarakshan.

CSR Initiative: SAMAGRA SUDHAR in which IPL has adopted 4 villages in Sandila, Hardoi where we sow the "seed of sustainability" in future generation - Children and Youth in villages, with a hope that every act of their, would be by keeping a better tomorrow in their mind.

In 2023-24, the highlight of the project is that our Chairperson - Dr Madhu Dikshit through her gracious presence and interactions with children & youths of villages, opened gates of "Swarup Kaushal Vikas Kendra" - a skill development centre developed by IPL, where the latter can nurture skills of their interest

CSR initiative "Chuppi Tod - Halla Bol" enkindles all those sufferers who undergo Child Sexual Abuse. There is a need in society to bring in change on the intensity of taboo on Child Sexual Abuse, which is shrouded in silence. "More we hide and less we act on the crime, more the numbers will be". Our Indian Government along with UNICEF, Ministry of Women & Child Development, NCPCR, and various Nonprofit organisations works to prevent child sexual abuse by taking several measures. We responsibly support those initiatives in this front.

Spreading the Awareness on POCSO Act in the society, Strengthen the approachability for children with governing authorities, law makers and law maintainers without hesitation, Make the children aware of their security and child rights, Teach them few tricks of self-defense, To evolve selected police stations as a place where children can fearlessly walk-in and confide etc are few of the objectives of the project.

CSR Initiative: Rain Water Harvesting, aimed at developing Rain Water Harvesting systems on unused roof tops in Government Schools. Two Government Schools in Sandila, Hardoi have Roof Top Rain Water Harvesting, students were taught on how the system works and its benefits. In addition to that through this CSR project, awareness program was conducted WASH hygiene system, constructed washing facilities at schools.

Sensitization on importance of required Health Fitness in the society is the mission that was carried out through installing Open Gyms in Parks. Initially parks in Lucknow city were identified through a survey where people in the surrounding community visit in large numbers. Requisition to the Mayor and Municipal Commissioner of Lucknow Nagar Nigam (Municipal Corporation) was taken. Authorities'' cooperation and collaboration helped us to develop Open Gyms in the Five parks as part of first phase.

During the year under review, Your Company has total obligation for the Financial Year 2023-24 H 39431865.10/- towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Your Company has actually spent H 10510575.00/- in the Financial Year 2023-24, towards CSR Activities. The unspent amount of H 2,89,21,290.00/- in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same had been duly transferred to the Unspent CSR Account on April 30, 2024. In compliance of the above, the Board took note of transfer of unspent amount of CSR of H 2,89,21,290.00/-on 30^th April, 2024.

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

Corporate Governance Report

Your Directors reaffirm their continued commitment to the best practices of Corporate Governance. Corporate Governance principles form an integral part of the core values of your Company. Your 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.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy:

(i) The steps taken or impact on conservation ofenergy:

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 H 0.043 cr.

(B) Technology absorption:

i. The efforts made towards technology absorption:

All process technologies are developed inhouse 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: H 1.73 crore.

(C) Foreign exchange earnings and Outgo:

a. Foreign Exchange earned in terms of actual inflows during the year: H 204.13 crore.; and

b. Foreign Exchange outgo during the year in terms of actual outflows: H 112.93 crore.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company''s Operations in future

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.

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

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 following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

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

Difference between amount of the Valuation done at the time of One Time Settlement and the valuation done while taking loan from the Banks or Financial Institutions

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

Particulars of employees

The Company had 949 permanent employees as on March 31, 2024. 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.

Insurance

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.

Credit Ratings

During the year under review, the Company had a short-term credit rating of CARE A1 and a long-term rating of CARE A ; Stable / CARE A1 (Single A Plus; Outlook:Stable / A One Plus) by CRISIL Limited for bank loan facilities aggregating to H 160 crore.

Vigil Mechanism:

In accordance with the provisions of the Act and listing regulations, Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Vigil Mechanism Policy has been uploaded on the website of the Company under investor relations/ listing compliances tab at Policy on Vigil Mechanism.

Annual Return

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

Acknowledgement

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

Anand Swarup Agarwal Rajendra Singh Sharma

Non- Executive Director Whole-time Director

DIN:00777581 DIN:02487797

Address: Water works road, Address: Rajajipuram,Awas Vikas

Date: 30.05.2024 Swarup Cold Storage Colony, Lucknow-226017

Place: Lucknow Aishbagh-Lucknow 226004