Rallis India Ltd

To the Members of Rallis India Limited

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

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.

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-?-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.

ln 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 lndependent 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.

(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.

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.

Acknowledgements

The Directors deeply appreciate and value the dedication, support, hard work, and commitment of all employees. Their continuous efforts in improving all functions and areas, along with the efficient utilisation of the Company?s resources, have been instrumental in achieving sustainable and profitable growth.

The Directors would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, Government authorities, farming community, business partners, shareholders, customers and other stakeholders. The Directors look forward to continuance of the supportive relations and assistance in the future.