The Directors present their Seventy-Seventh (77^th) Annual Report on the business and operations of Rallis India Limited ('the
Company'/'Rallis') along with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2025.

Financial Results

(f in crore)

# Dividend declared in the previous year and paid during the respective reporting year

* Value is less than f 0.01 crore

Dividend

The Directors are pleased to recommend a dividend of ? 2.50
per share (i.e., 250%) on the Equity Shares of the Company of
? 1 each for the year ended March 31, 2025 (previous year ? 2.50
per share i.e., 250%). If the dividend, as recommended above, is
declared at the ensuing Annual General Meeting ('AGM'), the total
outflow towards dividend on Equity Shares for the year would be
? 48.62 crore (previous year ? 48.62 crore).

Dividend Distribution Policy

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

Transfer to Reserves

As permitted under the provisions of the Companies Act, 2013
('the Act') the Board of Directors has decided to retain the entire
amount of profits for FY 2024-25 in the retained earnings.

Share Capital

The paid-up Equity Share Capital as on March 31, 2025 was
? 19.45 crore. During the year under review, the Company has not
issued any shares.

Company's Performance

The Company's revenue from operations for FY 2024-25 was
? 2,663 crore as compared to ? 2,648 crore during FY 2023-24,
an increase of 1% from the previous year. The Company's Profit
before exceptional items and tax was ? 186 crore during the
year compared to ? 195 crore in the previous year. The Company
earned a net profit after tax of ? 125 crore, lower by 15%, as against
a net profit after tax of ? 148 crore in the previous year.

Business Context

According to the World Bank, the global economy grew by 3.2%
in Calendar Year ('CY') 2024 and is estimated to achieve a growth
of 3.3% in both CY 2025 and CY 2026. Advanced economies are
anticipated to see a moderate uptick from 1.7% to 1.9% in CY 2025,

whereas growth in emerging and developing economies is likely
to remain stable at 4.2% in CY 2025.

Inflation is projected to decline from 4.6% in 2024 to 4.2% in 2025
and 3.5% in 2026. In 2025, the global economy is expected to see
continued, albeit moderate, growth, supported by factors such as
easing inflation and monetary policy, high private consumption
and investment. However, risks to this outlook involve monetary
policy changes due to inflation, geopolitical tensions leading
to supply chain disruptions and structural slowdowns in major
economies, including China.

India's agriculture sector has shown robust growth in recent years,
which can be primarily attributed to favourable Government
initiatives aimed at improving productivity, encouraging farmers
to grow different types of crops and enhancing their incomes.
The Ministry of Agriculture is extending vital assistance to farmers
through various schemes, which in turn, is resulting in a surge in
crop production.¹ In FY 2024-25, the country achieved record rice,
wheat and maize production, with kharif foodgrain production
reaching 664 lakh metric tonnes and rabi food grain production
totalling 645 lakh metric tonnes. In FY 2024-25, India's agricultural
exports were valued at USD 48.77 billion.²

The outlook for the Indian agriculture sector in FY 2025-26 appears
optimistic. The Company is well-positioned to benefit from
the growth of India's agriculture sector with its comprehensive
portfolio range comprising of crop protection, Soil & Plant Health
and high quality seeds.

Farmers are increasingly seeking effective solutions to safeguard
their crops from biotic and abiotic threats. This has resulted
in consistent growth in India's crop protection sector. Due to
increasing demand, India now ranks among the top exporters of
agrochemicals globally. Also, going forward, due to favourable
market dynamics, the business landscape is expected to show a
positive sign of growth.

A. Crop Care

During the year under review, the Domestic Crop Care
business achieved a revenue of ? 1,700 crore as against
? 1,594 crore during FY 2023-24, a growth of 7%. The
Exports business achieved a revenue of ? 545 crore during
FY 2024-25 as against ? 639 crore during FY 2023-24, a
de-growth of 15%.

Domestic Crop Protection:

The year has been challenging, especially during the second
half of the year, where liquidation was affected in many

segments due to low pest incidence, poor crop sentiments,
cyclones etc. The crop protection brand sales were largely
flat compared to the previous year's revenue with reasonable
growth registered in North, East and West geographies but
de-growth in South.

Exports:

Exports business recorded ? 545 crore during FY 2024-25
against ? 639 crore in FY 2023-24 due to de-growth in global
demand amid oversupply from China and price deflation.
The pilot-scale production of Flavocide® was successfully
conducted under the Custom Synthesis & Manufacturing
('CSM') business. During the year, the Company had gained
three (3) new export registrations. The Company had added
two (2) new products in export portfolio and one new
product in CSM business. Significant efforts have been made
to build partnerships.

B. Seeds

The Seeds business continued to perform well, with the
notable cotton brand "Diggaz" in North, despite reduced
crop acreages of Cotton, Bajra and Mustard. The Seeds
business revenue stood at ? 418 crore in comparison to
previous year. During the year, the Company had launched
17 new products across Cotton, Paddy, Millet and vegetable
crops. The actions taken under "Project Fit" are resulting in
improved performance and optimise operating costs. During
the year, the seed industry continued to grapple with seed
production issues stemming from intense competition.
Additionally, unseasonal rains further impacted production
costs and seed availability.

Farmer Engagement

Customer centricity is one of Rallis' core values. The Company
broadly has three (3) categories of customers under Business
to Consumer (B2C) business i.e., dealers, retailers and farmers.
The Company's dealers are highly regarded for their long-term
association with strong loyalty. The Company also has a MD's club
group in Crop Care business and Milan program in Seeds business.
The Company's retailers are engaged with Anubhandh Edge
programme in both Crop Care and Seeds business. As part of its
farmer engagement efforts, the Crop Care business connects with
the farmers at sequential crop stages, offering stage-specific crop
interventions. Meanwhile, the Seeds business focusses on building
long-term relationships with farmers through Dhaanya Progressive
Farmers ('DPF') clubs. These initiatives are further strengthened by
expert advisory support provided via. Dr. Vishwas, the Company's
toll-free farmer advisory helpline, along with outreach through
various digital and social media platforms.

Financial Statements

The Company does not have any subsidiary, associate or joint
venture company as on March 31, 2025 and hence is not required
to consolidate its financial statements with any other company.

Credit Ratings

During the year under review, there were no changes in the credit
ratings of the Company. As on March 31,2025, the Company had a
short-term credit rating of A1 (Reaffirmed) and a long-term rating
of AA / Stable (Reaffirmed) by CRISIL Limited for bank loan facilities
aggregating to ? 440 crore. Further, the Company had a short-term
credit rating of A1 for the Commercial Papers of ? 75 crore.

Particulars of Loans, Guarantees or Investments

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

Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.

Related Party Transactions

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

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

The RPTs entered into during the year under review were on
arm's length basis, in the ordinary course of business and were in
compliance with the applicable provisions of the Act read with the
Rules framed thereunder and the SEBI Listing Regulations. Further,
the Company did not enter into any contracts or arrangements

with related parties in terms of Section 188(1} of the Act and no
material related party transactions were entered into during the
year under review. Accordingly, the disclosure of RPTs as required
under Section 134(3)(h) of the Act in Form No. AOC-2 is not
applicable to the Company for FY 2024-25 and hence does not
form part of this Integrated Annual Report.

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

Risk Management

The Company has a comprehensive Risk Management framework
that seeks to minimise the adverse impact on business objectives
and capitalise on opportunities. The Company has implemented
a mechanism for risk management and formulated a Risk
Management Policy that is reviewed in line with the SEBI Listing
Regulations framework. The Risk Management Policy was
reviewed and amended during the year. The Policy provides for
creation of a risk register, identification of risks and formulating
mitigation plans. Major risks identified by business and other
functions are systematically addressed through mitigation actions
on a continuous basis. The risk register is refreshed periodically to
ensure that risks remain relevant at all times and corresponding
mitigation measures are timely and effective so that the risk profile
is within the acceptable tolerance levels. The Risk Management
Committee, chaired by an Independent Director, monitors the
risks and their mitigation actions as well as formulating strategies
towards identifying new and emergent risks. Further, the Board
is apprised of any actual/emergent risk that may threaten or
impact the long-term plans of the Company. Such risks are linked
to the audit universe and are also covered as a part of the annual
risk-based audit plan.

Details of the risks identified and corresponding mitigation plans
are set out on Pages 24-27 of the Integrated Report.

internal Financial Controls

The Company's internal financial controls framework is based on
the "three (3) lines of defence model". The Company has laid down
Standard Operating Procedures, policies and authorities to guide
the operations of the business. Process owners are responsible for
ensuring compliance with the policies and procedures laid down
by the management. Robust and continuous internal monitoring
mechanisms ensure timely identification of risks and issues. The
statutory and internal auditors undertake rigorous testing of the
control environment of the Company. During the year, Ernst &
Young LLP was engaged to perform the defined reviews.

Independence of the Internal Auditor is ensured by way of direct
reporting to the Audit Committee. The Audit Committee reviews
the adequacy and effectiveness of the Company's internal controls
environment and monitors the implementation of the audit
recommendations including those relating to strengthening of the
Company's risk management policies and systems. The ultimate
objective being a zero-surprise risk-controlled organisation.
These internal financial controls help to put in place checks on
the implementation of the internal financial controls, policies and
procedures that are adopted by the Company for ensuring an
orderly and efficient conduct of its business. These internal financial
controls help in safeguarding assets, prevention and detection of
frauds and/or errors, maintaining the accuracy and completeness
of the accounting records. Further details of the internal control
systems are provided in the Management Discussion & Analysis
which forms part of the Integrated Annual Report.

Directors' Responsibility Statement

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
audits conducted by the Internal, Statutory, Cost and Secretarial
Auditors, including audit of the internal financial controls over
financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion that
the Company's internal financial controls were adequate and
operating effectively during FY 2024-25.

Accordingly, pursuant to Sections 134(3)(c) and 134(5} of the Act,
the Directors, to the best of their knowledge and ability, confirm
that for the year ended March 31, 2025:

(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are
no material departures;

(ii) they have selected such accounting policies and applied
them consistently and made judgements and estimates
that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company at the end of
the financial year viz., March 31, 2025 and of the profit of the
Company for that period;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

(iv) they have prepared the annual accounts on a going
concern basis;

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

(vi) they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
are adequate and operating effectively.

Governance, Compliance and Ethics

The Governance, Corporate Secretarial and Legal functions of the
Company ensure maintenance of good governance within the
organisation. They assist the business in functioning smoothly by
ensuring compliance and providing strategic business partnership
in the areas including legislative expertise, corporate restructuring,
regulatory changes and governance. The Company has also
adopted the governance guidelines on Board effectiveness to
fulfill its responsibility towards its stakeholders. At Rallis, human
rights are also an integral aspect of doing business and the
Company is committed to respecting and protecting human rights
to remediate adverse human rights impacts that may be resulting
from or caused by the Company's businesses. In furtherance to
this, the Company has adopted the Business and Human Rights
Policy which aligns with the principles contained in the Universal
Declaration of Human Rights, International Labour Organisations
(ILO), Declaration on Fundamental Principles and Rights at Work
and the United Nations Guiding Principles on Business and Human
Rights and is consistent with the Tata Code of Conduct.

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

Management Discussion & Analysis

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

Business Responsibility & Sustainability Report

The Company is committed to addressing the needs of the
communities in which it operates, thereby maximising societal
value. Additionally, it conducts its business in a manner that
generates a positive impact and enhances stakeholder value.
As per Regulation 34(2)(f) of the SEBI Listing Regulations,

the Business Responsibility & Sustainability Report depicting
initiatives taken by the Company from an environmental,
social and governance perspective which has been assured by
KPMG Assurance and Consulting Services LLP, forms part of this
Integrated Annual Report.

Directors and Key Managerial Personnel
Directors:

Appointments:

Based on the recommendation of the Nomination and
Remuneration Committee ('NRC'), the Board approved the
appointment of Dr. Gyanendra Shukla (DIN: 02922133) as the
Managing Director & Chief Executive Officer of the Company
for a period of five (5) years, with effect from April 1, 2024 to
March 31, 2029 (both days inclusive). Additionally, Mr. Narain
Duraiswami (DIN: 03310642) was appointed as an Independent
Director for a term of five (5) years, with effect from March 1,2024 to
February 28, 2029 (both days inclusive). These appointments were
approved by the Shareholders of the Company on April 18, 2024,
through a special resolution for Mr. Narain Duraiswami and ordinary
resolutions for Dr. Gyanendra Shukla, passed via postal ballot.

Based on the recommendation of the NRC the Board of Directors
of the Company on July 27, 2024, approved the appointment
of Mr. S. Padmanabhan (DIN: 00306299) as an Additional
Director (Non-Executive, Non-Independent) with effect from
August 1,2024 and as the Chairman of the Board and the Company
with effect from August 30, 2024. The Shareholders of the
Company on September 29, 2024 by way of ordinary resolution
passed through postal ballot, approved the appointment of
Mr. S. Padmanabhan as a Director of the Company.

Cessations:

Mr. Bhaskar Bhat (DIN: 00148778) ceased to be the Director and
the Chairman of the Company with effect from August 30, 2024, as
per the retirement age policy for Directors of the Company.

The Board placed on record its deepest appreciation for Mr. Bhat's
contribution in the success achieved by the Company during his
tenure as a Director and Chairman of the Company.

Re-appointment:

In accordance with the provisions of Section 152 of the Act and
in terms of Article 112(2) of the Articles of Association of the
Company, Mr. R. Mukundan (DIN: 00778253), Non-Executive
Director of the Company, retires by rotation at the ensuing AGM
and being eligible, offers himself for re-appointment.

independent Directors:

Ms. Padmini Khare Kaicker, Dr. C. V. Natraj and Mr. Narain
Duraiswami, Independent Directors of the Company, have given
declarations that they meet the criteria of independence as laid
down under Section 149(6} of the Act and Regulation 16(1}{b) of
the SEBI Listing Regulations. In terms of Regulation 25(8) of the
SEBI Listing Regulations, they have confirmed that they are not
aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability
to discharge their duties with objective, independent judgement
and without any external influence. The Board of Directors of the
Company has taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking due
assessment of the veracity of the same. In the opinion of the
Board, they fulfill the conditions of independence as specified in
the Act and the Rules made thereunder and are independent of
the Management. There has been no change in the circumstances
affecting their status as Independent Directors of the Company.

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

The Independent Directors of the Company have confirmed that
they have enrolled themselves in the Independent Directors'
Databank maintained with the Indian Institute of Corporate Affairs
('IICA') in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014,
as amended. They are exempt from the requirement to undertake
the online proficiency self-assessment test conducted by IICA.

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

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and reimbursement
of expenses incurred by them for the purpose of attending
meetings of the Board/Committees of the Board.

Key Managerial Personnel ('KMP'):

The Board agreed to relieve Mr. Srikant Nair from the services of the
Company, effective April 30, 2025, in view of him joining another
Tata Company. The Board placed on record its appreciation for
Mr. Nair's contribution during his association with the Company.
The Board, on recommendation of the NRC appointed

Ms. Sariga P. Gokul as the Company Secretary and Compliance
Officer of the Company with effect from May 9, 2025.

In terms of the provisions of Sections 2(51) and 203 of the Act, the
following are the KMPs of the Company as on March 31,2025:

• Dr. Gyanendra Shukla, Managing Director & CEO

• Ms. Subhra Gourisaria, Chief Financial Officer

• Mr. Srikant Nair, Company Secretary & Compliance Officer

Procedure for Nomination and Appointment of Directors:

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

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

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

The Board reviews the list of core skills, expertise and
competencies of the Board of Directors as required in the context
of the businesses and sectors applicable to the Company which
were mapped with each of the Directors on the Board. The same is
disclosed in the Corporate Governance Report forming part of this
Integrated Annual Report.

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

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

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

Qualifications: A transparent Board nomination process is in place
that encourages diversity of thought, experience, knowledge,
perspective, age and gender. It is also ensured that the Board
has an appropriate blend of functional and industry expertise.
While recommending the appointment of a Director, the NRC

considers the manner in which the function and domain expertise
of the individual will contribute to the overall skill-domain
mix of the Board.

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

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

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

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

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

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

In a separate Meeting, the Independent Directors evaluated the
performance of Non-Independent Directors and performance
of the Board as a whole. They also evaluated the performance
of the Chairman taking into account the views of the Managing
Director and Non-Executive Directors. The NRC reviewed the
performance of the Board, its Committees and the Directors.
The same was discussed in the Board Meeting that followed the
Meeting of the Independent Directors and the NRC, at which
the feedback received from the Directors on the performance of

the Board and its Committees was also discussed. The Company
follows a practice of implementing each of the observations
from the annual evaluation by calendarising its implementation
through the Action Taken Report which is reviewed by the Board
of Directors from time to time.

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

Remuneration Policy

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

Board and Committee Meetings

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

a. Details of Board Meetings

During the year under review, seven (7) Board Meetings
were held, details of which are provided in the Corporate
Governance Report.

b. Composition of Audit Committee

As on March 31, 2025, the Audit Committee comprised
four (4) Members out of which three (3) were Independent
Directors and one (1) was a Non-Executive, Non-Independent
Director. During the year, six (6) Audit Committee Meetings
were held, details of which are provided in the Corporate
Governance Report.

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

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

During the year under review, the CSR Committee
comprised three (3) Members out of which one (1) was an
Independent Director. During the year under review, two

(2) CSR Committee Meetings were held, details of which are
provided in the Corporate Governance Report.

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

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

Corporate Social Responsibility

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

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

Engaging employee volunteers in CSR activities has always been
at the core. In FY 2024-25, more than 8,208 volunteering hours
were contributed by 693 employees. Further, the Per Capita
Volunteering Hours were 5 hours per employee.

The Company has a presence in 4 States (Maharashtra, Gujarat,
Karnataka and Telangana) and in the current year, impacted more
than 2.52 lakh beneficiaries through its CSR programmes and
spent ? 5.2 crore, the total Project cost of which was ? 24.35 crore
with balance contributions largely from Government schemes and
from beneficiaries via Shramdaan.

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

• The Company was recognised by Rotary Foundation
during the Vibrant Rotary CSR Conclave and Awards 2024
for its TaRa project under "Community and Economic
development" category.

• The Tata Affirmative Action Program ('TAAP') jury conferred
Tata Chemicals Group for "TAAP Jury Award" in 2024 and
Unnat gram and Jal Dhan were recognised as one of the
best practices

Under Natural Resource Management, Rallis has focussed on water
conservation through rainwater harvesting ('Jal Dhan'), recharging
groundwater and soil conservation. The current year, covered 12
villages from Gujarat and Maharashtra and harvested 4.76 million
cubic meters of rainwater. In Maharashtra, the Company worked in
the aspirational district of Dharashiv and in Red Zone villages from
Nashik and Ahilyanagar.

Under Education, the Company focussed to improve academic
performance of students by providing quality education and
capability building of teachers. The Company has branded its
educational intervention as RUBY (Rallis Ujjwal Bhavishya Yojana).
RUBY is spread in 4 States, 87 schools and more than 13,700
students (74% AA). The Company also works with 3 special
children schools.

Under RUBY, focus is on English, Science and Mathematics for
students. To encourage students, Rallis conducts an inter-state
Rallis Science, Math and English competition every February,
where topper students from all 4 states participate and winners
are felicitated during finale by Rallis Senior Leadership team.

Under Unnat Gram, the Company focusses on holistic development
of tribal communities through developing livelihood resources,
enhancing biodiversity, health and improvement in education. In
the current year, the Company worked in 10 villages from Gujarat
and Maharashtra and impacted more than 4,400 tribals.

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

Under TaRa intervention, Rallis focusses to empower women and
youth through enhancing their skills to lead a successful life. In
partnership with Light of Life Trust, Rallis runs two (2) centres in
Maharashtra. During the year, 804 trainees were enrolled. Out of
the trained trainees, 89% are gainfully engaged. For supporting
in initiating the home-based business, the Company provided
474 tool kits and arranged for exposure visits and role model
interactions. During the year, more than 400 trainees set up their
own businesses, of which 20 became "job creators" and provided
employment to 20-25 people.

The Company invited NuSocia team to conduct a third-party
Impact assessment. It was seen that RUBY programmes have
effectively improved educational outcomes, marking a vital
step towards addressing the socio-economic challenges in the
target villages. Continuous adaptation and evaluation will ensure
their sustained success. The observation for TaRa were also very
encouraging. It was seen that there is an improvement in the social
status of women trainees and now they have a say in the family.
Family income has improved and there is demand for the said
training programmes.

Under C-Safe, the Company works with the member farmers
of identified Farmer Producer Company (FPC) to improve their
farm prosperity through sustainable agriculture driving farm
excellence. Various crop demos were conducted to promote the
use of appropriate machinery, technology and provide digital
solutions for increasing the scale and reach of farmers through
farm mechanism. Through capacity building initiatives, farmers
were engaged in exposure visits, training workshops, and
field days. These efforts encouraged them to adopt agri-allied
entrepreneurial activities.

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

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

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

The Company firmly believes in providing a safe, supportive and
friendly workplace environment - a workplace where our values
come to life through the supporting behaviours. Positive workplace
environment and a great employee experience are integral part
of our culture. The Company continues to take various measures
to ensure a workplace free from discrimination and harassment
based on gender. The Company educates its employees on what
may constitute sexual harassment and on the procedures to
follow in the event of an incident constituting sexual harassment.
The Company has created the framework for individuals to
seek recourse and redressal to instances of sexual harassment.
During the year, the Company conducted various training and
sensitisation sessions on prevention of sexual harassment at
workplace for its employees, workmen and others at various
locations. The Company has a Prevention of Sexual Harassment at
Workplace Policy in place to provide clarity around the process to
raise such a grievance and how the grievance will be investigated
and resolved. An Internal Committee has been constituted in line
with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year, no complaint
of sexual harassment was reported.

The said Policy is available on the website of the Company at
https://www.rallis.com/posh-policy.

Vigil Mechanism and Whistleblower Policy

The Company maintains a robust Whistleblower Policy that ensures
transparency and accountability. Whistleblowers are granted
direct access to the Chairperson of the Audit Committee should
they wish to report any concerns related to unethical behavior,

improper practices, fraud, or violations of laws, rules, or regulations.
There have been no instances where individuals have been
denied access to the Chairperson for reporting such concerns. The
Company has established dedicated email addresses, including a
third-party helpline, to facilitate the reporting of issues. All cases
reported under the Whistleblower Policy are presented to and
reviewed by the Audit Committee.

Details of the Vigil Mechanism and Whistleblower Policy are made
available on the Company's website at https://www.rallis.com/
whistleblowerPolicy.

Auditors

(1) Statutory Auditors:

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

The Audit Report of BSR on the Financial Statements of the
Company for FY 2024-25 forms part of this Integrated Annual
Report. The Report does not contain any qualification,
reservation, adverse remark or disclaimer.

(2) Cost Auditors:

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

In terms of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, based on the
recommendations of the Audit Committee, the Board of
Directors appointed M/s. D. C. Dave & Co., Cost Accountants
(Firm Registration No. 000611), being eligible to conduct
Cost Audit relating to the business of the Company for the
year ending March 31, 2026.

M/s. D. C. Dave & Co. have confirmed that they are free from
disqualification specified under Section 141(3) and proviso
to Section 148(3) read with Section 141(4) of the Act and that
their appointment meets the requirements of Section 141(3)
(g) of the Act. They have further confirmed their independent
status and an arm's length relationship with the Company.
The remuneration payable to the Cost Auditors is required to
be placed before the Members in a General Meeting for their

ratification. Accordingly, a resolution for seeking Members'
ratification for the remuneration payable to M/s. D. C. Dave &
Co. is included in the Notice of the 77^th AGM forming part of
this Integrated Annual Report.

(3) Secretarial Auditors:

In terms of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, M/s. Parikh & Associates (Firm Registration No.
P1988MH009800), a firm of Company Secretaries in Practice,
has been appointed as Secretarial Auditors of the Company.
The Report of the Secretarial Auditors is enclosed as
Annexure C which forms part of this Report. There has been
no qualification, reservation, adverse remark or disclaimer
given by the Secretarial Auditors in their Report.

In accordance with the SEBI Listing Regulations, the Board of
the Company have appointed. M/s. Parikh & Associates, a Peer
reviewed firm, as the Secretarial Auditors of the Company for
conducting Secretarial Audit and issue the Secretarial Audit
Report for a term of consecutive five (5) years from Financial
Year April 1, 2025 to March 31, 2030, subject to the approval
of the Members of the Company at the ensuing Annual
General Meeting.

Reporting of Frauds by Auditors

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

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014 read with
Section 134(3)(a) of the Act, the Annual Return in Form MGT-7
as on March 31, 2025 is available on the Company's website at
https://www.rallis.com/MGT2025.htm.

Other Disclosures

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

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

• No deposits have been accepted from the public during the
year under review and no amount on account of principal or
interest on deposits from the public was outstanding as on
March 31, 2025.

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

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

Secretarial Standards of the Institute of Company
Secretaries of India

The Directors have devised proper systems and processes for
complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries of India
and that such systems were adequate and operating effectively.

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

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

Particulars of Employees and Remuneration

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

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

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