dear members,

The Board of Directors hereby submit the report of the business and operations of your Company (‘the Company' or ‘IIL'), along with the audited financial statements, for the financial Year ended March 31, 2025.

1. Financial results and state of company's affairs

The Board's Report is prepared based on the financial statements of the Company. The Company's financial performance for the year under review along with previous year's figures are given hereunder –

( Rs in crore)

Revenue from Operation has recorded a growth of 2% from Rs1966 crore in FY24 to Rs2000 crore in FY25. Our continued focus on premiumization yielded positive results, driving an improvement in gross margins. We consciously prioritized value over volume, reflecting our long-term strategy of sustainable, profitable growth. This disciplined approach also led to an improvement in key return metrics, with both ROCE and ROE improving consistently even in FY25, a direct outcome of better product mix and efficient capital allocation.

The EBITDA stood at Rs221.22 crore in FY25 as compared to Rs162.32 crore in FY24. Net profit stood at Rs142.01 crore in FY25, compared to Rs102.08 crore in FY24.

The Company has launched 12 new products during FY25, contributing significantly to strong revenue growth. Continued emphasis on premium products under the ‘Maharatna' and ‘Focused Maharatna' segments resulted in a 13% growth, leading to an improvement in gross profit margins. Additionally, the acquisition of Kaeros Research Pvt. Ltd. was undertaken to enhance supply chain efficiency, reduce costs through direct imports, and strengthen long-term sourcing capabilities. During the reporting period, the Company also completed a buyback of 500,000 fully paid-up equity shares at Rs1,000 per share, aggregating to Rs50 crore.

2. dividend

Your directors are pleased to inform that your Company has a consistent track- record of dividend payment. In line with the Dividend Distribution Policy, and in compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Company paid an Interim Dividend of Rs2/- (20%) per equity share having face value of Rs10/- each for the financial year 2024-25. The aforesaid payment of Interim Dividend may be treated as Final Dividend for the Financial Year 2024-25.

In line of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the above stated Dividend Distribution Policy is available on the website of the company https:// insecticidesindia.com/wp-content/uploads/2024/12/ Dividend-Distribution-Policy.pdf.

3. buy-back of shares and Inter-se transfer

The Company Brought back 5,00,000 equity shares of face value of Rs10/- each at a price of Rs1000/- per equity share for an aggregate consideration not exceeding Rs5,000 Lacs. The shareholders payout with buyback including tax on buyback (excluding transaction cost, other incidental and related expenses) aggregate to Rs6109.22 Lakhs.

The issued capital of the Company pre-buyback was 2,95,97,837 and post-buyback is 2,90,97,837 Equity shares of Rs10/- each.

During the year under review, Mrs. Nikunj Aggarwal, Promoter and KMP (Whole-time Director) of the Company acquired 20,000 shares from ISEC Organics Limited by way of inter-se transfer. However, this transaction, being a transfer between existing promoter group and did not result in any change to the Company's overall structure of equity share capital.

4. change in equity share capital

The paid-up equity share capital of the company as on March 31, 2025 stood at Rs29,09,78,370/- comprising of 2,90,97,837 equity shares of Rs10/- each. During the year under review, your Company has successfully completed the buyback of 5,00,000 equity shares of face value of Rs10/- each.

5. credit rating

The Company enjoys a good reputation for its sound financial management and ability to meet its financial commitments.

During the year under review, there was no revision in the ratings given by CRISIL. CRISIL, a S&P Global Company, a reputed Rating Agency, has re-affirmed the credit rating of ‘A/Stable and A1' for long-term and short-term debt instrument/facilities of the Company, respectively.

6. award and recognitions

Your company has received accolades from various industry platforms in the fields of exports, digital engagement, and leadership within its sector. These achievements have been detailed in the Awards section of this Annual Report.

7. Particulars of loans given, Investment made, Guarantees given and securities provided

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.

During the year under review, the Company had acquired 100% equity shareholding of Kaeros Research Private Limited ("Kaeros") from its existing shareholders through a share purchase agreement. Consequently, it becomes the wholly owned subsidiary of the IIL.

The Company has also issued a letter of Comfort towards the working capital facility to be availed by Kaeros from ICICI Bank, for an amount upto Rs50 crores.

8. deposits

Your Company has neither invited nor accepted any deposits from the public within the preview of Section 73 of the Companies Act, 2013 ("the Act") during the year.

There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2025.

9. Performance of subsidiary, Joint Venture and associates

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated financial statements include the financial statements of its subsidiary Companies.

During the period under review, a wholly owned subsidiary "IIl overseas dmcc" (dubai) has filed the application for windup / dissolution with DMCCA (Office of the Registrar of Companies of Dubai Multi Commodities Centre Authority) and the approval is yet to be received as of March 31, 2025.

During the period under review, the Company has acquired a wholly owned subsidiary thru Share Purchase Agreement, namely "Kaeros research Private limited" within the meaning of Section 2(87) of the Companies Act, 2013 ("Act"), as on March 31, 2025.

The Company has a wholly owned subsidiary namely

"IIl biologicals limited" within the meaning of Section 2(87) of the Companies Act, 2013 ("Act"), as on March 31, 2025.

The Company has joint venture namely "oat & IIl India laboratories Private limited" within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"), as on March 31, 2025.

Further, during the year under review, no company have ceased to be its subsidiary, associate or joint venture Company.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements including consolidated financial statements along with the relevant documents and audited accounts of subsidiaries/joint venture are available on the website of the Company at https://www.insecticidesindia.com/investors-desk/

Pursuant to section 129 of the Companies Act, 2013, a statement in Form AOC-1, containing the salient features of the financial statements of the Company's subsidiaries/ joint venture is attached with the financial statements. The statement provides details of performance and financial position of the subsidiary/joint venture. The contribution of the subsidiaries/joint venture to the overall performance of the company is given in the consolidated financial statements. The highlights of performance of joint venture along with its contribution to overall performance of the Company during the period are provided in form AOC-1 and annexed as annexure – 1.

The Financial Statements of the subsidiaries/joint venture shall be made available to the shareholders seeking such information and shall also be available for inspection at its Registered Office.

The Policy for determining material subsidiaries as approved may be accessed on the Company's Website in investor section: https://insecticidesindia.com/wp-content/uploads/2024/12/Material-subsidary-Policy.pdf.

10. consolidated Financial statements

The Consolidated Financial Statements of the Company for the Financial Year 2024-25 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and Regulations as prescribed by Securities and Exchange Board of India, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI "Listing Regulations").

The Consolidated Financial Statement have been prepared on the basis of audited financial statements of the Company and its Subsidiaries and Joint Venture Company, as approved by their respective Board of Director(s).

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditor's Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website https://www.insecticidesindia. com/investors-desk/ of the Company.

11. transfer to reserves

During the year under review, your directors do not propose to transfer any amount to the reserves.

12. management's discussion and analysis report

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

13. corporate social responsibility

The CSR policy has been formulated by the Corporate Social Responsibility and Sustainability Committee and approved by the Board and updated time to time. The same may be accessed on the Company's website at the link: https://insecticidesindia.com/wp-content/ uploads/2024/12/CSR-Policy.pdf.

The key philosophy of all CSR initiatives of the Company is guided by education, environment and Sustainability.

The Company has identified following focus areas for CSR engagement:

rural transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition.

Vulnerable sections: Setting up home for Orphans.

Environment: Environmental sustainability, ecological Balance, conservation of natural resources and promoting bio-diversity.

Health: Affordable solutions for healthcare through improved access, awareness and health seeking behavior.

Education and sports: Access to quality education, training and skill enhancement, building sports & skills in young students.

disaster response: Managing and responding to disaster.

art, Heritage and culture: Protection and promotion of India's art, culture and heritage.

The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act. The annual report on CSR activities is annexed herewith and marked as annexure - 2.

14. risk management

The Company has formulated the Risk Management Policy through which the Company has identified various risks like strategy risk, industry and competition risk, operational risk, liability risks, currency risk, resource risk, technological risk, financial risk etc. The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.

The appropriate risk identification method will depend on the application area (i.e. nature of activities and the hazard groups), the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.

The trend line assessment of risks, analysis of exposure and potential impact shall be carried out. Mitigation plans shall be finalized, owners identified, and progress of mitigation actions shall be regularly and periodically monitored and reviewed. The risk Management process follows the following flow of Risk: risk management committee: The Company has constituted a Risk Management Committee of the Board comprising of one executive director and two independent directors of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on quarterly basis and evaluate its impact and the plans for mitigation. During the year, the Committee met on May 28, 2024; August 09, 2024; November 11, 2024; and February 10, 2025. The Risk Management Policy can be accessed on the Company's website at https://insecticidesindia.com/wp-content/uploads/2025/06/Risk-Management-Policy.pdf.

15. Vigil mechanism

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct and has put in place a mechanism for reporting unethical behaviour, fraud, violations, or bribery. Accordingly, the Board of Directors have formulated a Vigil Mechanism (Whistle Blower) Policy under which the employees are free to report violations of applicable Laws and Regulations and the Code of Conduct, the same can be accessed through the Chairman of the Audit Committee. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no such complaint has been received and no employee was denied access to the Audit Committee for reporting violations. The details of the aforementioned policy is available on the Company's website at https:// insecticidesindia.com/wp-content/uploads/2024/12/ Whistle-Blower-Vigil-Mechanism-Policy.pdf.

16. disclosure of remuneration & Particulars of Employees and related disclosures

The information as required in accordance with Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details regarding the remuneration and other requisite details are mentioned in the annexure – 3 attached hereto.

Pursuant to the provisions of Section 136(1) of the Companies Act, 2013 and as advised, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company during working hours and Members interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request. Hence, the Annual Report is being sent to the Members excluding the aforesaid information.

No director of the Company who is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

The Remuneration Policy of the company is available at https://insecticidesindia.com/wp-content/uploads/2024/12/ Nomination-Remuneration-Policy.pdf.

directors

The Board of Directors of the Company was having eight directors as on March 31, 2025 including one Managing Director, four Independent Directors and three Whole Time Directors.

During the year, the Board of Directors, basis the recommendation of Nomination Remuneration and Ethics Committee, approved the re-appointment of Smt. Praveen Gupta as an Independent Director of the Company to hold office for a second term of five consecutive years from February 15, 2025 to February 14, 2030 and reappointment of Shri Rajesh Kumar Aggarwal as Managing Director of the Company for a period of 5 years w.e.f. November 15, 2024. The re-appointments were approved by the shareholders in 27^th Annual General Meeting held on August 12, 2024.

Shri Virjesh Kumar Gupta & Lt. Shri Navin Shah retired from the office of Independent Directors of the Company w.e.f May 30, 2024, marking completion of their second term. They have served as an independent director for consecutive two terms, with the last term spanning five years from May 31, 2019 to May 30, 2024. They have provided valuable business insights to the board. The contributions of both the Directors have been instrumental in steering the company towards significant milestones and achievements. Their expertise, dedication and insightful guidance have left an indelible mark on the organisation.

Pursuant to provisions of Companies Act, 2013 (‘Act') and the Articles of Association of the Company, Shri Hari Chand Aggarwal, the Chairman and Whole-time Director of the Company, is liable to retire by rotation and being eligible, offer himself for re-appointment. The Nomination, Remuneration and Ethics Committee and Board of Directors have recommended his re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

Key managerial Personnel

Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed there under:

During the period under review, none of the Key Managerial Personnel (KMP) has resigned from the Company.

During the financial year 2024-25, all the necessary information, as mentioned in Part A of Schedule II of SEBI Listing Regulations, has been placed before the board for discussion and consideration.

18. declaration by Independent director

All the Independent directors have given declaration that they meet the criteria of Independence laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment 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 digitalization, 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.

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

19. directors Performance Evaluation report

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The evaluation of Board of its own performance and that of its committees and individual directors was conducted based on criteria and framework adopted by the Board. The evaluation criteria have been explained in the Nomination and Remuneration Policy adopted by the Board. The details of the aforementioned policy is available on the Company's website at https://insecticidesindia.com/wp-content/uploads/2024/12/Nomination-Remuneration-Policy.pdf.

Further the Board, in its meeting held on May 28, 2024 also evaluated the performance of the Board, its committees and all Individual Directors including Chairman of the Company and expressed its satisfaction over the performance of the Board, its Committees and Individual Directors. Furthermore, the Board is of the opinion that independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

20. Familiarisation Programme for Independent directors

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarising its Independent Directors pertaining to which all new Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. The new Directors are given an orientation on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board and the major risks and risk management strategy of the Company.

The details of the aforementioned programme is available on the Company's website at https:// insecticidesindia.com/wp-content/uploads/2025/03/ FAMILIARIZATION-2024-2025.pdf.

Further, the Company has received declaration from all the Independent Directors, as envisaged in sub section (6) of Section 149 of the Companies Act, 2013.

21. meeting of the board

During the financial year 2024-25, the Board of Directors met 5(Five) times, the details of which are given in the

Corporate Governance Report that forms part of the Annual Report. The notice along with Agenda of each Board Meeting was given in writing to each Director. The intervening gap between any two meetings was within the period prescribed by the Act and SEBI Listing Regulations.

22. board committees

In compliance with the requirements of the Act and SEBI Listing Regulations, your Board had constituted various Board Committees including Audit Committee (AC), Nomination, Remuneration and Ethics Committee (NRC), Stakeholders Relationship Committee (SRC), Finance Committee (FC), Corporate Social Responsibility and Sustainability Committee (CSR) and Risk Management Committee (RMC).

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. https:// insecticidesindia.com/wp-content/uploads/2024/07/ Committee_28052024.pdf. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein forms part of the Corporate Governance Report annexed herewith this report. A detailed report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act, 2013, is annexed with this report.

23. directors responsibility statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost 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 the 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 effective during Financial Year 2024-25.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts for the Year ended March 31, 2025, 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 of the Company for the year;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

24. Contracts or Arrangements with Related Parties

Your Company has formulated a policy on related party transactions which is also available on Company's website at the link https://insecticidesindia.com/ wp-content/uploads/2025/05/Revised-Related-Party-Transaction-Policy-10022025.pdf The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm's length. 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.

Details of the transactions with Related Parties are provided in the accompanying financial statements, members may refer to Note No. 38 of Standalone and Note No. 40 of Consolidated financial statement of the notes to accounts of the Company which sets out related party disclosures pursuant to IndAS-24 and in compliance with the provision of Section 134(3)(h) of the Act.

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.

Along with Statutory and Internal Auditor, the Company has an in-house Internal Audit department with a team of qualified professionals. The internal audit department prepares an annual audit plan based on risk assessment and conducts extensive reviews covering financial, operational and compliance controls. Improvements in processes are identified during reviews and communicated to the management on an ongoing basis. The Audit Committee of the Board monitors the performance of the internal audit team on a periodic basis through review of audit plans, audit findings and issue resolution through follow-ups. Each year, there are at least four meetings in which the Audit Committee reviews internal audit findings.

26. Details of Significant & Material Orders passed by the regulator or Courts

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and Company's operations in future, details of which needs to be disclosed in the board's report as Section 134 (3)(q) read with rule 8 of Companies (Accounts) Rules, 2014.

27. material changes and commitments

There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

a) statutory auditors

At the 25^th AGM of the Company held on September 23, 2022 pursuant to the provisions of the Act and the Rules made thereunder, M/s SS Kothari Mehta & Co., LLP, Chartered Accountants (ICAI Regd. No.: 000756N) and M/s Devesh Parekh & Co., Chartered Accountants (ICAI Regd. No.: 013338N) were appointed as Joint Auditors of the Company for term of 5 (Five) consecutive years.

The Board of Directors of the Company as per the recommendation of Audit Committee has approved the remuneration payable to M/s. SS Kothari Mehta & Co., LLP, Chartered Accountants (ICAI Regd. No.: 000756N) and M/s Devesh Parekh & Co., Chartered Accountants (ICAI Regd. No.: 013338N), Chartered Accountants for the year 2024-25. Members may refer to Note No. 28A of Standalone and Note No. 29A of Consolidated financial statement of the notes to accounts of the Company for details of Auditors fees during the period.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Company has received their continuing eligibility certificate confirming that they satisfy the criteria provided under Section 141 of the Act.

b) secretarial auditor

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Akash Gupta & Associates, Company

Secretaries (PCS Registration No. 11038), to conduct secretarial audit for the FY2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except the following:

i) The Company decided & declares the record date for Buy-Back to 11^th September 2024 which was within a period of 30 days from the previous record date i.e. 23^rd August 2024 declared by the Company for the payment of Interim Dividend.

The Company has duly informed the non-conformity to the investors by way of Public Announcement dated 2nd September 2024 and in compliance with the directives of the stock exchanges the company had also paid the penalty of Rs10,000 plus GST each levied by the Stock Exchanges. (i.e. NSE & BSE).

company's remark: The Board of Directors acknowledges the observation made by the Secretarial Auditor regarding the declaration of the record date for the Buy-Back of shares on 11^th September, 2024, which fell within 30 days of the earlier record date of 23^rd August, 2024 declared for payment of Interim Dividend.

The Board remains committed to upholding the highest standards of corporate governance and ensuring strict compliance with all applicable laws and regulations. Measures have also been initiated to strengthen internal compliance processes to prevent recurrence of such instances in the future.

ii) Pursuant to the provision of Regulation 9(v) of Securities and Exchange Board of India (Buy Back of Securities) Regulation, 2018, the date of the opening of the offer shall be not later than four working days from the record date. The Company had initially intimated Wednesday, 18^th September 2024 the Opening Date for Buyback of its securities.

However, this date was corrected by the Company by issuing a Corrigendum for intimating and prepone the open offer date to Tuesday, 17th September 2024. The corrigendum mentioned that 18th September 2024 being a public holiday in Maharashtra for Id-E-Milad and the earlier public holiday falling on September 16, 2024 being cancelled, the offer opening date was preponed to 17th Sep 2024.

The Company remains fully committed to maintaining regulatory compliance and ensuring clear communication with investors and regulators at all times

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Board of Directors at its meeting held on May 28, 2025, on the recommendation of the Audit Committee has, after considering and evaluating various proposals and factors such as independence, industry experience, technical skills, geographical presence, audit team, audit quality reports, etc., has approved the appointment of M/s. Akash Gupta & Associates, Practicing Company

Secretaries ( COP No. 11038, Membership No: F12187), to hold office for a period of five (5) years commencing from financial year 2025-26 till the financial year 2029-30, on such remuneration as may be mutually agreed between the Board of Directors and the Secretarial Auditor.

Accordingly, an Ordinary Resolution proposing the appointment of Akash Gupta & Associates, as the Secretarial Auditors of the Company for a term of five (5) consecutive years is set out in the Notice of the 28^th AGM forming part of this Annual Report. The Company has received their written consent along with the eligibility certificate confirming that they satisfy the criteria provided under Regulation 24A of the SEBI Listing Regulations and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder

A Secretarial Compliance Report for the financial Year ended March 31, 2025 as required under Regulation 24A of SEBI (LODR) Regulations 2015 has been submitted to the stock exchanges within due time.

c) cost auditor

In terms of the requirement of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the cost audit records maintained by the Company is required to be audited.

The Audit Committee recommended and the Board of Directors appointed M/s Aggarwal Ashwani K & Associates, Cost Accountants, as Cost Auditors of the Company, to carry out the cost audit for the financial year 2025-26. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder the requisite resolution for ratification of remuneration of Cost Auditors by the members has been set out in the Notice of the 28^th Annual General Meeting of your Company.

During the FY 2024-25, the Cost Auditor has not reported any matter under Section 143(12) of the Act, therefore no details is required to be disclosed under Section 134(3)(ca) of the Act. The Cost Audit Report of the relevant period does not contain any qualification, reservation, adverse remark or disclaimer.

d) Internal auditors

The Board of Directors on recommendation of the Audit Committee, appointed M/s Aditi Gupta & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditors' Report submitted to the Board were not contained any qualification, reservation, adverse remark or disclaimer, however suggestions given by the internal auditors for the improvement of the system were taken into consideration by the management.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

29. corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

30. conservation of Energy, technology absorption, Foreign Exchange Earnings & outgo

In terms of requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in annexure - 4 to this report.

31. business responsibility and sustainability report

Business Responsibility and Sustainability Report for the Financial Year 2024-25, as stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued by Securities and Exchange Board of India, forms part of the Annual Report and annexed as annexure -5.

32. annual return

In accordance with Section 92 (3) of the Act, the annual return for the financial year 2024-25 is available on Company's website at https://insecticidesindia.com/wp-content/uploads/2025/05/Annual-return.pdf.

33. disclosure under the sexual Harassment of Women at the Work Place (Prevention, Prohibition and redressal) act, 2013

The Company has in place an Anti-Sexual Harassment Policy (‘Policy') in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Your directors state that during the year under review, no cases of sexual harassment have been reported.

Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Policy is available on Company's website at https://insecticidesindia.com/wp-content/ uploads/2024/12/Prevention-of-Sexual-Harassment-Policy.pdf

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. unclaimed dividend transferred to Investor Education and Protection Funds (IEPF)

As per the Companies Act, 2013, dividends that are unclaimed for a period of seven years, statutorily get transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014. During the year under review, the Company has transferred the unclaimed dividend (Final) for financial year 2016-17, aggregating to Rs25,164 was transferred to Investors Education and Protection Fund.

As per Regulation 43 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, no shares are lying in the suspense account of the Company.

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the Company.

36. Insurance

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

37. nature of business

There is no change in the nature of business during the period under review.

38. listing

The Company's equity shares are listed on BSE Limited ("BSE") & National Stock Exchange of India Limited("NSE") having nation-wide trading terminals. Annual listing fee for the Financial Year 2025-26 have been paid to exchanges.

39. General

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

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

b. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

c. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

d. During the period No fraud has been reported by the Auditors to the Audit Committee or the Board.

e. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

f. There was no instance of onetime settlement with any Bank or Financial Institution.

40. compliance with secretarial standards

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

41. cautionary statement

Statements in the Board's report and the Management Discussion and Analysis Report describing the expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.

42. appreciation

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company's resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

The Directors appreciate and value the contribution made by every member of the IIL family.