Your directors are pleasure in submitting the 33'¹¹ Annual Report of the Company together with the
Audited Financial Statements for the year ended 31^st March, 2025.

1. GENERAL INFORMATION

The Company is incorporated on 22/01/1993. The Company is engaged in the manufacturing and
trading activities of Agro Chemicals viz. Micro Nutrients, Pesticides, Fertilizers etc for agriculture
purposes. The Company caters to both domestic and international market.

2. FINANCIAL RESULTS

The Company's financial performance for the year along with previous year's figures are given
hereunder:

i) Standalone State of Company Affairs: (Rs. in Millions, except otherwise stated)

(Rs. in Millions, except otherwise stated)

3. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year, the Company has earned net profits of Rs. 320.85 million as compared to profits of
Rs. 284.73 million earned during previous year. Your directors are looking for different avenues for
earning more profits in near future.

4. DIVIDEND

No Dividend is being recommended for the current financial year due to plough back profits in the
business.

5. TRANSFER TO RESERVE

The Company has not transferred any amount to reserves.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Company was not required to transfer any amount to Investor Education and Protection Fund as there
were no amounts which are due for transfer under Section 125(2) of the Companies Act, 2013.

7. COMPOSITION OF BOARD OF DIRECTORS/KEY MANAGERIAL PERSONNELS (KMP)

The Board of Directors/Key Managerial Personnels (KMP) consists of as hereunder:

*To be regularised in the ensuing Annual General Meeting

During the financial year. Mr. Sunil Dutt and Mr. Pankaj Vats were appointed as Independent Directors
of the company but later resigned dated 14/08/2024 and 02/12/2024 respectively Mrs. Uma Verma
was appointed as Independent Directors dated 03/09/2024. Mrs. Snehal Kashyap was appointed as
an Additional Director in Independent Category dated 02/12/2024 till the conclusion of the ensuing
Annual General Meeting.

8. NUMBER OF BOARD MEETINGS/COMMITTEE MEETINGS/ GENERAL MEETINGS CONDUCTED
DURING THE YEAR

A. MEMBERS MEETINGS

B. BOARD MEETINGS

The Company had 18 (Eighteen) Board meetings during the financial year.

ATTENDANCE OF DIRECTORS

C. COMMITTEE MEETINGS

1. AUDIT COMMITTEE MEETINGS

The Company had 4 (Four) Committee meetings during the financial year.

•Ceased w.e.f 20.09.2024
/^Appointed w.e.f 20.09.2024

2. NOMINATION AND REMUNERATION COMMITTEE

The Company had 3 (Three) Committee meeting during the financial year

ATTENDANCE OF DIRECTORS

•Ceased w.e.f 20.09.2024
#Appomted w.e.f 20.09.2024

3. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company had 5 (Five) Committee meeting during the financial year.

*Ceased w.e.f 20.09.2024
itAppointed w.e.f 20.09.2024

4. RISK MANAGEMENT COMMITTEE

The Company had 2 (Two) Committee meetinq durinq the financial year.

ATTENDANCE OF DIRECTORS

*Ceased w.e.f 02.12.2024
#Appointed w.e.f 02.12.2024

5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Company had 1 (One) Committee meetinq durinq the financial year.

ffAppointed w.e.f 02.12.2024

9. INDEPENDENT DIRECTORS

Your Company's Board comprises of the following Independent Directors: -

The meeting of Independent Directors held once during the year 2024-2025 as required under the
Section 149(8) of the Companies Act, 2013 and as per the Schedule IV on 31/03/2025.

10. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each Independent Directors under Section
149(7) of the Companies Act, 2013 that he/she fulfills all the requirements as stipulated in Section
149(6) of the Companies Act, 2013

11. EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

Pursuant to the applicable provisions of the Act, the Board has carried out an Annual Evaluation of its
own performance, performance of the Directors and the working of its committees, based on the
evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance
evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of criteria such as the Board composition and structure, effectiveness of board
processes. Information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members on the basis of criteria such as the composition of committees, effectiveness of
Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman
were evaluated at separate meeting of Independent Directors. The same was also discussed in the
meetings of NRC and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished in 'Annexure V and is attached to this
report.

13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans. Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given In the notes to the Financial Statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered into with Related Parties during the Financial Year
were in the ordinary course of business and on an arm's length basis. There were no Materially
Related Party Transactions i.e. transactions exceeding 10% of the annual consolidated turnover as
per the last audited financial statements All related party transactions are placed before the Audit
Committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the
business and on arm's length basis under Section 188(1) of the Act and Listing Regulations and
hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

However, the Details of other related party transactions are mentioned under related party disclosure
In Note No. 45 of Notes on Accounts.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS
OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN
THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

There are no qualifications/adverse remarks of secretarial auditors in their Secretarial Audit Report
for the Financial Year ended on March 31.2025 except as mentioned below

During the period under review, the Company obtained an auto loan for TATA LPT 710. However, the
Company is yet to file form CHG-1 and form MGT-14 for borrowing powers with the Registrar of
Companies in this regard.

The Secretarial Report forms part of this Board Report as Annexure 5.

Board's Response to the Secretarial Auditor's Qualification Regarding Non-filing of form MGT-14
and CHG-1 for borrowing powers

The Board has taken note of the observation regarding non-filing of Form CHG-1 in respect of the auto
loan obtained for TATA LPT 710 and Form MGT-14 relating to borrowing powers in this regard. The
delay was Inadvertent and arose due to procedural oversight.

The Board sincerely regrets the non-compliance and assures that there was no intent to contravene
any statutory provisions and the Board is in process to take immediate corrective actions, Including
filing of MGT-14 and CHG-1 forms with the Registrar of Companies (ROC) through the appropriate
condonation of delay application, if applicable and decided to avoid any recurrence of such non-
compliance in the future.

The Board assures all stakeholders that compliance with statutory requirements is a top priority and
that appropriate corrective and preventive measures have been taken to ensure full compliance with
the provisions of the Companies Act, 2.013, going forward.

We value the Secretarial Auditor's observations and remain committed to maintaining the highest
standards of corporate governance.

16. DISCLOSURE UNDER SECTION 134(3) (a)

The Annual Return as on March 31. 2025 in the prescribed Form No. MGT-7. pursuant to Section 92 of
the Act is available on the website of the Company at www.groupindogulf.com

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act. 2013 the Board hereby
submit its responsibility Statement:

(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 Ihis 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; and

(e) they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively; and

(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

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any joint venture and Associate Company and no Companies have
become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

During the year under review, the Company has following Wholly Owned Subsidiary Companies as per
the details aiven herein below:

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts)
Rules, 2014, the statement containing salient features of the financial statements of the Company's
Subsidiaries (Form AOC-1) is attached as Annexure 2.

19. REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE
COMPANY DURING THE PERIOD UNDER REPORT

Subsidiary M/s Indogulf Cropsciences Australia Pty Limited was incorporated in Australia. The
Subsidiary is engaged in the business of Agro Chemicals viz. Micro Nutrients, Pesticides, Fertilizers.
During the period under review, the Subsidiary's has earned NIL revenue. The management of the
Subsidiary is confident to achieve profitability In near future.

Subsidiary M/s Abhiprakash Globus Private Limited was incorporated on 08/12/2020 in India under
Companies Act, 2013. The Company is engaged in the business of Agro Chemicals viz. Micro
Nutrients, Pesticides, Fertilizers. During the year under review, the company commenced its
operational activities with the revenue of Rs 105.70 million and had incurred loss of Rs. 6.85 million
(Previous year loss incurred was of Rs. 0.36 million). The management of the Subsidiary is confident
to achieve profitability in near future.

Impact of their contribution to the overall performance of the company during the period under report
is mentioned in Consolidated Results financial summary as mentioned hereinabove.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year covered under Chapter
V of the Act. During the year the Company has taken and repaid an unsecured loan of Rs. 1,96,60,000
from Mrs. Anshu Aggarwal, of Rs. 85,00,000 from Mr. Om Prakash Aggarwal and of Rs. 1,71,00,000
from Mr. Sanjay Aggarwal. Directors of the Company.

21. STATUTORY AUDITORS

M/s Devesh Parekh & Co., Chartered Accountants, (FRN: 13338N) were appointed as Statutory
Auditors for a period of 5 years in the Annual General Meeting held on 29/09/2022 to hold office till
the conclusion of Annual General Meeting to be held in the year 2027.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made there
under Mr Deepak Rawat, Practising Company Secretary was appointed as Secretarial Auditors of the
Company to conduct Secretarial Audit of the Company for the Financial Year 2024-25 in the duly
convened Board Meeting held on 28/05/2024.

Further, it is hereby noted that as per the Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules. 2024, notified by the Ministry of Corporate Affairs (MCA) on 12th
December 2024, the appointment of Secretarial Auditors shall, with effect from Financial Year 2025-
26. be made for a term of five (5) consecutive years, and such Secretarial Auditor shall be eligible for
reappointment for one more term of five years only, i.e., a maximum of two terms of five consecutive
years each. Pursuant to the same, the Board of Directors recommend the appointment Mr. Deepak
Rawat, Practising Company Secretary to be appointed as the Secretarial Auditors for a term of 5
consecutive years.

23. COMMITTEES OF THE BOARD

The board In its meeting vide resolution dated September 20, 2024 and December 2, 2024 re¬
constituted the committees of the board The Company has the following Committees constituted in
accordance with the Companies Act. 2013:

(i) Audit Committee

Composition of Audit Committee:

(a) The Audit Committee shall have powers, which should Include the following:

<i) To investigate any activity within its terms of reference.

(ii> To seek information from any employee of the Company;

(iii) To obtain outside legal or other professional advice;

<iv) To secure attendance of outsiders with relevant expertise if it considers
necessary; and

(v) Such powers as may be prescribed under the Companies Act and SEBI
Listing Regulations.

(b) The role of the Audit Committee shall include the following.

(i) Oversight of the Company's financial reporting process, examination of the
financial statements and the auditors’ report thereon and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible;

(iii Recommendation to the board of directors for appointment, re-appointment
and replacement, removal, remuneration and terms of appointment of
auditors, including the internal auditor, cost auditor and statutory auditor, or
any other external auditor, of the Company and the fixation of audit fees and
approval for payment for any other services;

(iii) Approval of payments to statutory auditors for any other services rendered by
the statutory auditors of the Company;

(iv) Reviewing, with the management, the annual financial statements and
auditor’s report thereon before submission to the Board for approval, with
particular reference to:

(a) Matters required to be included in the Director's Responsibility
Statement to be included in the Board's report in terms of clause I of
sub-section 3 of section 134 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for
the same;

(c) Major accounting entries involving estimates based on the exercise
of judgment by the management of the Company;

(d) Significant adjustments made in the financial statements arising out
of audit findings;

(e) Compliance with listing and other legal requirements relating to
financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications / modified opinion(s) in the draft audit report.

(v) Reviewing, with the management, the quarterly, half yearly and annual
financial statements before submission to the board for approval;

(vi) Reviewing, with the management, the statement of uses/application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring

agency monitoring the utilisation of proceeds of a public or rights Issue or
preferential issue or qualified institutions placement, and making appropriate
recommendations to the Board to take up steps in this matter;

(vii) Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;

(viii) Formulating a policy on related party transactions, which shall include
materiality of related party transactions;

(ix) Approval or any subsequent modification of transactions of the Company
with related parties and omnibus approval for related party transactions
proposed to be entered into by the Company subject to such conditions as
may be prescribed;

(x) Review, at least on a quarterly basis, the details of related party transactions
entered into by the Company pursuant to each of the omnibus approvals
given;

(xi) Scrutiny of inter-corporate loans and investments;

(xii) Valuation of undertakings or assets of the company, wherever it is necessary;

(xiii) Evaluation of internal financial controls and risk management systems;

(xiv) Reviewing, with the management, performance of statutory and internal
auditors, adequacy of the internal control systems;

(xv) Reviewing the adequacy of internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the official
heading the department, reporting structure coverage and frequency of
Internal audit;

(xvi) Discussion with internal auditors of any significant findings and follow up
there on;

(xvii) Reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of
internal control systems of a material nature and reporting the matter to the
Board;

(xviii) Discussion with statutory auditors before the audit commences, about the
nature and scope of audit as well as post-audit discussion to ascertain any
area of concern;

(xix) Looking into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors;

(xxj Reviewing the functioning of the whistle blower mechanism;

(xxi) Approval of the appointment of the Chief Financial Officer of the Company
(“CFO") (i.e., the whole-time finance director or any other person heading the
finance function or discharging that function and who will be designated as
the CFO of the Company) after assessing the qualifications, experience and
background, etc., of the candidate;

(xxii) Carrying out any other functions as provided under or required to be
performed by the audit committee under the provisions of the Companies
Act. the SEBI Listing Regulations and other applicable laws;

(xxiii) To formulate, review and make recommendations to the Board to amend the
Audit Committee charter from time to time,

(xxiv) Establishing a vigil mechanism for directors and employees to report their
genuine concerns or grievances;

(xxv \ Carrying out any other function as is mentioned in the terms of reference of
the Audit Committee;

(xxvi) Reviewing the utilization of loans and/or advances from/ investment by the
holding company in the subsidiary exceeding rupees 100 crore or 10% of the
asset size of the subsidiary, whichever is lower including existing loans/
advances/ investments existing as per the SEBI Listing Regulations;

(xxvii) Consider and comment on rationale, cost-benefits and impact of schemes
Involving merger, demerger, amalgamation etc., on the listed entity and its
shareholders; and

(xxviiri Such roles as may be prescribed under the Companies Act and SEBI Listing
Regulations.

(c) The Audit Committee shall mandatorily review the following information:

(i) Management discussion and analysis of financial condition and results of
operations;

(ii) Management letters/letters of internal control weaknesses issued by the
statutory auditors of the Company;

(iii) Internal audit reports relating to internal control weaknesses;

4 iv) The appointment, removal and terms of remuneration of the chief internal
auditor shall be subject to review by the Audit Committee;

(v) Statement of deviations;

i. quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of
Regulation 32(1) of the SEBI Listing Regulations; and

ii. annual statement of funds utilised for purposes other than those
stated in the issue document/prospectus/notice in terms of
Regulation 32(7) of the SEBI Listing Regulations; and

4 vi) Review the financial statements, in particular, the investments made by any
unlisted subsidiary.

(ii) Nomination and Remuneration Committee
Composition of Nomination and Remuneration Committee:

Functions of Nomination and Remuneration Committee:

(a) Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;

The Nomination and Remuneration Committee, while formulating the above policy,
should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to
attract, retain and motivate directors of the quality required to run our
Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and Incentive pay reflecting short- and long¬
term performance objectives appropriate to the working of the Company arid
its goals.

(b) For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the
Board for appointment as an independent director shall have the capabilities
identified In such description. For the purpose of identifying suitable candidates, the
Nomination and Remuneration Committee may:

(i) use the services of any external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to
diversity; and

(iii) consider the time commitments of the candidates.

(c) Formulation of criteria for evaluation of performance of independent directors and
the Board;

(d) Devising a policy on Board diversity;

(e) Identifying persons who are qualified to become directors of the Company and who
may be appointed in senior management in accordance with the criteria laid down
and recommend to the Board their appointment and removal. The Company shall
disclose the remuneration policy and the evaluation criteria in its annual report;

(f) Analysing, monitoring and reviewing various human resource and compensation
matters;

(g) Determining the Company's policy on specific remuneration packages for executive
directors including pension rights and any compensation payment, and determining
remuneration packages of such directors;

(h) Recommending to the Board the remuneration, in whatever form, payable to the
senior management personnel and other staff (as deemed necessary);

(I) Reviewing and approving compensation strategy from time to time in the context of
the then current Indian market in accordance with applicable laws;

(j) Determining whether to extend or continue the term of appointment of the
Independent director, on the basis of the report of performance evaluation of
Independent directors;

(k) Perform such functions as are required to be performed by the compensation
committee under the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as amended;

(l) Construing and interpreting the employee stock option scheme/plan approved by the
Board and shareholders of the Company in accordance with the terms of such
scheme/plan ("ESOP Scheme") and any agreements defining the rights and
obligations of the Company and eligible employees under the ESOP Scheme, and
prescribing, amending and/or rescinding rules and regulations relating to the
administration of the ESOP Scheme;

(m) Framing suitable policies, procedures and systems to ensure that there is no violation
of securities laws, as amended from time to time, including:

a. the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended; and

b. the Securities and Exchange Board of India (Prohibition of Fraudulent and
Unfair Trade Practices Relating to Securities Market) Regulations, 2003, as
amended, by the Company and its employees, as applicable,

(n) Performing such other activities as may be delegated by the Board of Directors
and/or are statutorily prescribed under any law to be attended to by the Nomination
and Remuneration Committee.

(o) Such terms of reference as may be prescribed under the Companies Act and SEBI
Listing Regulations.

(iii) Corporate Social Responsibility Committee
Composition of Corporate Social Responsibility Committee:

Functions of the Corporate Social Responsibility Committee:

(a) To formulate and recommend to the board, a corporate social responsibility policy
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII of the Companies Act and the rules made thereunder and make any
revisions therein as and when decided by the Board,

(b) To identify corporate social responsibility policy partners and corporate social
responsibility policy programmes;

(c) To recommend the amount of expenditure to be incurred for the corporate social
responsibility activities and the distribution of the same to various corporate social
responsibility programmes undertaken by the Company;

(d) To formulate the annual action plan of the Company;

(e) To delegate responsibilities to the corporate social responsibility team and supervise
proper execution of all delegated responsibilities;

(f) To review and monitor the implementation of corporate social responsibility
programmes and issuing necessary directions as required for proper implementation
and timely completion of corporate social responsibility programmes; and

(g) To perform such other duties and functions as the Board may require the corporate
social responsibility committee to undertake to promote the corporate social
responsibility activities of the Company and exercise such other powers as may be
conferred upon the CSR Committee in terms of the provisions of Section 135 of the
Companies Act, as amended.

(iv) Risk Management Committee

Composition of Risk Management Committee:

Functions of the Risk Management Committee:

(a) To formulate a detailed risk management policy, which shall include:

i. A framework for identification of internal and external risks specifically faced
by the listed entity, in particular including financial, operational, sectoral,
sustainability (particularly, ESG related risks), information, cyber security
risks or any other risk as may be determined by the Committee;

ii. Measures for risk mitigation including systems and processes for internal
control of identified risks; and

iii. Business continuity plan.

(b) To ensure that appropriate methodology, processes and systems are in place to
monitor and evaluate risks associated with the business of the Company;

(c) To monitor and oversee Implementation of the risk management policy, Including
evaluating the adequacy of risk management systems,

(d) To periodically review the risk management policy, at least once in two years,
including by considering the changing industry dynamics and evolving complexity;

(e) To keep the board of directors informed about the nature and content of its
discussions, recommendations and actions to be taken;

(f) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any)
shall be subject to review by the Risk Management Committee.

(v) Stakeholders' Relationship Committee

Composition of Stakeholders' Relationship Committee

Functions of Stakeholders' Relationship Committee

(a) Redressal of all security holders' and investors' grievances including complaints
related to transfer/transmission of shares, non-receipt of share certificates and
review of cases for refusal of transfer/transmission of shares and debentures, non¬
receipt of declared dividends, non-receipt of annual reports, issue of new/duplicate
certificates, etc., and assisting with quarterly reporting of such complaints;

(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;

(c) Investigating complaints relating to allotment of shares, approval of transfer or
transmission of shares, debentures or any other securities;

(d) Giving effect to all transfer/transmission of shares and debentures, dematerialisation
of shares and re-materialisation of shares, split and issue of duplicate/consolidated
share certificates, compliance with all the requirements related to shares, debentures
and other securities from time to time;

(e) Reviewing the measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the Company;

(f) Reviewing the adherence to the service standards by the Company with respect to
various services rendered by the registrar and transfer agent of the Company and to
recommend measures for overall improvement in the quality of investor services; and

(g) Carrying out such other functions as may be specified by the Board from time to time
or specified/provided under the Companies Act or SEBI Listing Regulations, or by any
other regulatory authority.

24. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES

In compliance of the provisions of Section 178(1), the Nomination and Remuneration Committee has
been re constituted by the Board during the year under review and the current composition of
Nomination and Remuneration Committee constitutes Mr. Rahul Gupta, the Chairperson and Mrs.
Anshu Aggarwal & Mrs. Uma Verma, as Members. The Company has devised a policy relating to
appointment of Directors, payment of Managerial remuneration. Directors qualifications, positive
attributes, independence of Directors and other related matters as provided under Section 178(3) of
the Companies Act, 2013 and placed the same on its website at www.groupindogulf.com.

25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES

The Company wanted to spend the amount on the projects, programs or activities as specified in
Schedule VII of the Companies Act, 2013.

We are bound by our commitment towards the society and shall keep pursing our endeavour of
contributing to the society at large in future.

During Financial Year 2024-25, the Company has spent an amount of INR 69,01,000 towards the CSR
activities.

The Annual Report on CSR activities by the Company is annexed herewith as 'Annexure-3".

26. COMPOSITION OF VIGIL MECHANISM

Audit committee shall oversee the vigil mechanism as per the provisions of Section 177(9) & (10) of
the Companies Act, 2013 and rules made thereunder.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As per Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said rules, is provided in the Annexure-4.

28. CHANGES IN AUTHORIZED AND PAID UP SHARE CAPITAL OF THE COMPANY

During the financial year, the Company by passing ordinary resolution in Extra Ordinary General
Meeting held on 16.04.2024, has increased the Authorised Share capital of the company to Rs.

70.15.00. 000/- (Rupees Seventy Crore and Fifteen Lacs only) consisting of Equity Share Capital of Rs.

70.00. 00.000/- (Rupees Seventy Crore only) divided into 7,00,00,000 (Seven Crore) Equity Shares of
Rs. 10/- (Rupees Ten) each and Non-cumulative Redeemable Preference Share Capital of Rs.

15.00. 000/- (Rupees Fifteen Lacs only) divided into 1,50,000 (One Lac Fifty Thousand) Preference
Shares of Rs. 10/- (Rupees Ten) each.

During the financial year the following changes were made in the paid-up capital of the company-

The Company in its Board meeting held on 25.04.2024 has made allotment of 1,25,000 (One Lakh
Twenty Five Thousand) equity shares of Rs. 10 each fully paid up on account of conversion of
1,25,000 (One Lakh Twenty Five Thousand) non-cumulative convertible preference shares of Rs 10
each fully paid up into 1,25,000 (One Lakh Twenty-Five Thousand) equity shares of Rs. 10 each fully
paid up in the terms and conditions of issue at the ratio of 1:1 decided at that time.

The Company in Its Board meeting held on 28.05.2024 has made allotment by way of bonus Issue of
2,36,43,728 equity shares of Rs. 10/- (Rupees Ten) each in the ratio of 1:1 i.e. 1 (One) fully paid-up
equity shares for every 1 (One) equity share held to the members whose names appear in the Register
of Members of the Company on date of allotment in pursuance of the approval received through
special resolution passed in the extra ordinary general meeting held on 20.05.2024.

The Company in its Board meeting held on 06.06.2024 has allotted 15,00,000 (Fifteen Lakh) Equity
Shares of Face Value of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 70/- (Rupees Seventy
only) per Equity Share aggregating to Rs. 12,00,00,000/- (Rupees Twelve crores Only) on private
placement basis in pursuance of the approval received through special resolution passed in the extra
ordinary general meeting held on 20.05.2024.

All new equity shares allotted after closure of the year rank pari-passu with the existing equity shares
of the company.

After the closure of the year under review, your Company made a strong stock market debut and
completed the Initial Public Offering (IPO) of 18,077,476 Equity Shares of Face Value of ?10 each,
aggregating to ? 2,000.00 Millions.

The IPO comprised an offer for sale of 3,603,603 Equity Shares aggregating to ? 400.00 Millions by
1,540,960 Equity Shares by Om Prakash Aggarwal HUF and 2,062,643 Equity Shares by Sanjay
Aggarwal HUF (Collectively, The "Selling Shareholders") (The "Offer For Sale" and Together With The
Fresh Issue, The "Offer").

Pursuant to the Offer and in compliance with Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended, 1,80,40,144 Equity Shares at an Offer
Price of ? Ill per Equity Share, be and are hereby approved to be allotted to the respective applicants
in various categories, such as 62.35,900 Equity Shares to retail Individual investors, 26,72,529 Equity
Shares to non-institutional investors, 2,23,290 Equity Shares to Employees and 89,08,425 Equity
Shares to qualified institutional buyers, in terms of the basis of allotment approved by way of its
resolution dated July 01, 2025, in consultation with the book running lead manager appointed in
respect of the Offer and the BSE Limited (the “Designated Stock Exchange").

29. DEBENTURE

The Company has not issued any debentures.

30. INTERNAL AUDITORS

M/s PRICEWATERHOUSECOOPERS Services LLP (LLP Regn No. AAI-8885), Chartered Accountants
was appointed to act as an Internal Auditors of the Company for the Financial Year 2024-25 in the
duly convened Board Meeting held on May 07, 2024 and their reports reviewed by the Audit
Committee time to time.

31. INTERNAL FINANCIAL CONTROL SYSTEMS

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

32. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY

The Company has a Risk Management Policy in place, and with minimal existential risks identified,
adequate measures have been adopted to mitigate potential threats.

33. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the financial year the company has filed the Draft Red Herring Prospectus with respect to the
Offer (the "DRHP") with the Securities and Exchange Board of India ('SEBl'), BSE Limited and National
Stock Exchange of India Limited (collectively, the 'Stock Exchanges') dated September 25, 2024 in
accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended ("SEBl ICDR Regulations') and
subsequently after the closure of the year under review, the company filed (i) Red Herring Prospectus
with SEBl, the Stock Exchanges and the Registrar of Companies, Delhi at New Delhi ('Registrar of
Companies" and such Red Herring Prospectus, the "RHP"); (ii) Prospectus with SEBl, the Stock
Exchanges and the Registrar of Companies (the 'Prospectus'), and (iii) any other documents or
materials to be issued in relation to the Offer (collectively with the DRHP, RHP and Prospectus, the
"Offer Documents').

Through the offer, the company intends to raise funds and use the proceeds for day to day activities
and expansion of business as explained in the DRHP. The Offer Documents is available on the
website of the company www.groupindogulf.com-

During the financial year 2025-26, 1,80,40,144 Equity Shares at an Offer Price of ? Ill per Equity
Share, be and are hereby approved to be allotted to the respective applicants in various categories,
such as 62,35,900 Equity Shares to retail individual investors, 26,72,529 Equity Shares to non-
institutional investors, 2,23,290 Equity Shares to Employees and 89,08,425 Equity Shares to qualified
institutional buyers, in terms of the basis of allotment approved by way of its resolution dated July 01.
2025.

34. POLLUTION CONTROL

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

35. INSURANCE

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

36. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year no frauds were reported.

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

Internal Complaints Committee (ICC) is duly constituted under the provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has zero
tolerance towards sexual harassment at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules
thereunder.

During the year ending March 31. 2025, the Company has not received any complaints of sexual
harassment of women at workplace.

38. MAINTENANCE OF COST RECORDS AND COST AUDIT

The Company has made and maintained cost records as specified by the Central Government under
Sub-Section (1) of section 148 of the Companies Act. 2013.

39. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS- SS-1 & SS-2

The Company has complied with the applicable Secretarial Standards as the case may be.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS
AT THE END OF THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year and hence said provisions are not applicable.

41. DETAILS OF 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 ALONG WITH THE REASONS THEREOF.

There are no such transactions during the year and hence said provisions are not applicable.

42. SECURITIES IN DEMATERIALIZATION

All securities of the Company have been dematerialized and the Company has complied all
compliances under the provisions of the Companies Act. 2013.

43. INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and
management received full co-operation from Employees.

44. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, Corporate Governance
Report and Secretarial Auditor’s Certificate regarding compliance of conditions of Corporate
Governance forms part of this report as Annexure 6. All the Board Members and Senior Management
Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior
Management Personnel. A Declaration to this effect duly signed by the Managing Director Is enclosed
as a part of the Corporate Governance Report.

45. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 read with Schedule V of the Listing Regulations is presented in a separate Section
forming part of this Annual Report

46. GENERAL INFORMATION PURSUANT TO SECTION 134 (3) (q) READ WITH RULE 8 (5) OF
COMPANIES (ACCOUNTS) RULES, 2014

Your Directors state that except as stated above no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the year:

1 The change In the nature of business, if any

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3 No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company's operations in future.

47. ACKNOWLEDGEMENTS

Your directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year. Your directors also acknowledge gratefully the shareholders for their support and
confidence reposed on your Company.

For and on behalf of the board of directors
INDOGULF CROPSCIENCES LIMITED

Sd/- Sd/-

Om Prakash Aggarwal Sanjay Aggarwal

Whole-time Director Managing Director

Date: 29/08/2025 DIN: 00732440 DIN: 00763635

Place: Delhi Address: 20 A, Road No 78, Address: 20 A, Ground Floor,

Punjabi Bagh West, New Delhi- Road No 78, Punjabi Bagh West.
110026 Punjabi Bagh. New Delhi-

110026