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