Indogulf Cropsciences Ltd Directors Report

Boards Report

To the Members,

Your directors are pleasured in submitting the 34^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2026.

GENERAL INFORMATION

Indogulf Cropsciences Limited ("IGCL" or "company" or "Indogulf Cropsciences" or "Indogulf") is a leading Indian manufacturer of crop protection products, plant nutrients and biologicals, with over three decades of industry experience. Established in 1993, the Company has built a strong presence across domestic and global markets, driven by a diversified product portfolio of over 300 products catering to varied agricultural needs. We manufacture and market extensive range of products in all types of available formulations such as water dispersible granules ("WDG"), suspension concentrate ("SC"), capsule suspension ("CS"), ultra low volume ("ULV"), emulsion in water ("EW"), soluble granule ("SG"), flowable suspension ("FS"), etc. which can be in powder, granules and liguid form to our customers. Our products are designed to improve crop yield while promoting sustainable agriculture and environmental stewardship.

FINANCIAL RESULTS AND STATE OF AFFAIRS OF COMPANY

The Companys financial performance for the year along with previous years figures are given hereunder i) Standalone State of Company Affairs:

	(Rs. in Millions, except otherwise stated)
		Standalone		Consolidated
	31.03.2026		31.03.2026	31.03.2025
Revenue From Operations	6,755.07	5,923.76	7046.33	5,904.21
Other Income	82.48	43.00	74.32	40.54
Total Income	6,837.55	5,966.76	7120.65	5,944.75
Expenditure Including Depreciation & Amortization	6,325.19	5,526.84	6591.32	5,512.54
Profit/ (Loss) before exceptional and extraordinary items and tax	512.36	439.92	529.33	432.21
Exceptional Items {(Loss)/ profit on sale of asset (net)}	1.45	13.49	1.45	13.49
Profit/(Loss) before extraordinary items and tax	513.81	453.41	530.78	445.70
Extraordinary Items		-		-
Profit/ (Loss) Before Tax	513.81	453.41	530.78	445.70
Current Tax	124.42	134.58	127.53	134.58
Taxes of earlier years (net)	13.00	0.37	13.00	0.37
Deferred Tax	(9 73)	(2.39)	(10.02)	(397)
Profit/(Loss) after Tax	386.12	320.85	400.27	314.72
Earnings per share in Rs. (Basic)	6.48	7.16	6.72	7.02
Earnings per Share in Rs. (Diluted)	6.48	7.16	6.72	7.02

For the FY26, revenue from operations stood at Rs.7,046 mn compared to Rs.5,904 mn in FY25, reflecting a strong growth of 19% year-on-year. The growth was driven by strong performance across domestic markets, deeper distribution penetration, improving contribution from differentiated products and expansion across export geographies.

FY26 EBITDA stood at Rs.740 mn as compared to Rs.640 mn in FY25, registering a growth of 15% year-on-year. EBITDA margins for FY26 stood at 10.4%. Despite certain cost pressures during the year, the Company was able to maintain healthy profitability through operating leverage benefits, improving product mix and disciplined business execution.

Profit Before Tax for FY26 stood at Rs.530 mn as against Rs.445 mn in FY25, while Profit After Tax stood at Rs.400 mn compared to Rs.314 mn in the previous year, registering a growth of 27% YoY. PAT margins improved to 5.6% during FY26 supported by better scale, improving operational efficiencies and disciplined cost management.

DIVIDEND

In order to conserve the resources, your Board of Directors (the Board) has not recommended dividend during the year.

Further, in line of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 (SEBI Listing Regulations), the Board had formulated a Dividend Distribution Policy. The Policy is available on the website of the company at https://investor. groupindogulf.com/ Rs.c=Policies

TRANSFER TO RESERVE

As permitted under the provisions of the Companies Act, 2013 (the Act) the Board of Directors has decided to retain the profits for Financial Year 2025-26 (period under review) in the retained earnings.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the financial year the company filed (i) Red Herring Prospectus with SEBI, the Stock Exchanges and the Registrar of Companies, Delhi at New Delhi ("Registrar of Companies" and such Red Herring Prospectus, the "RHP") dated June 21, 2025 and (ii) Prospectus with SEBI, the Stock Exchanges and the Registrar of Companies (the "Prospectus") dated July 01, 2025 (collectively with the DRHP, RHP and Prospectus, the "Offer Documents").

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

During the period under review, 1,80,40,144 Equity Shares at an Offer Price of fl 11 per Equity Share, were allotted to the respective applicants in various categories, namely 62,35,900 Equity Shares to retail individual investors, 26,72,529 Equity Shares to non-institutional investors, 2,23,290 Equity Shares to Employees and 89,08,425 Equity Shares to qualified institutional buyers, in terms of the basis of allotment approved by way of its resolution dated July 01, 2025. The Equity shares issued shall rank pari-passu with the existing equity shares of the company.

CREDIT RATINGS

During the period under review, the company performed positively with sound financial management and ability to meet its financial commitments.

Further, ICRA has upgraded the ratings of indogulf Cropsciences Limited (ICL) to [ICRA] A- (Stable)/ [ICRA] A1 from [ICRA]BB+ (Stable); ISSUER NOT COOPERATING/ [ICRA] A4+; ISSUER NOT COOPERATING and removed the ratings from the ISSUER NOT COOPERATING category.

AWARD AND RECOGNITION

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 and Certificates" section of this Integrated Annual report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the period under review is uploaded

on the website of the Company and the same is available on

www.groupindogulf.com.

BOARD OF DIRECTORS/KEY MANAGERIAL PERSONNELS ("KMP")

A) Directors-

As on the date of this report, the Board comprises 8 (Eight) Directors including one Managing Director, one Whole Time Director, two Non-executive Directors and 4 Independent Directors. Detailed information regarding the composition of the Board is provided in the "Corporate Details of IGCL" section of the Integrated Annual Report.

During the period under review, Mrs. Snehal Kashyap (DIN: 09761774), who was appointed as an Additional Director in Independent Category was regularised in the 33^rd Annual General Meeting and appointed for a term of 5 years.

Further, on recommendation of the Nomination and Remuneration Committee, the Board proposed the re-appointment of the following in the Extra-ordinary Annual general Meeting ("EGM") of the member via Postal Ballot held on March 28, 2026 for a term of 5 consecutive years -

i) Mr. Om Prakash Aggarwal (DIN: 00732440) as the Whole time Director designated as Executive Chairman w.e.f April 01,2026;

ii) Mr. Sanjay Aggarwal (DIN: 00763635) as the Managing Director w.e.f April 01,2026;

iii) Mr. Rahul Gupta (DIN: 09192630) as an Independent, Professional and Non-Executive Director w.e.f December 29,2025 and

iv) Mr. Sandeep Bhutani (DIN:09463909) as an independent, Professional and Non-Executive Director w.e.f December 29, 2025

The re-appointments were approved by the members in the EGM of the company held on March 28, 2026.

Further the Board is of the opinion that the independent directors appointed/re-appointed bring a broad spectrum of professional experience, knowledge and educational proficiency to the Board of the Company.

Pursuant to provisions of the Act and the Articles of Association of the Company, Mr. Pushap Kumar Director of the Company, is liable to retire by rotation and being eligible, offer himself for re-appointment. The Nomination and Remuneration Committee and the Board have recommended his re-appointments for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

B) KMP

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

s No. Name of KMP	Designation
1. Mr. Om Prakash Aggarwal	Chairman and Whole Time Director
2. Mr. Sanjay Aggarwal	Managing Director
3. Mr. Manoj Gupta	Chief Financial Officer
4. Ms. Sakshi Jain	Company Secretary and Compliance Officer

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

During the period under review, 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.

NUMBER OF BOARD MEETINGS

During the period under review, the Board met 15 (fifteen) times, the details of which are given in the Corporate Governance Report that forms part of the Integrated 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.

BOARD COMMITTEES

In compliance with the reguirements of the Act and SEBI Listing Regulations, your Board had constituted various Board Committees including Audit Committee ("AC"), Nomination, Remuneration Committee ("NRC"), Stakeholders Relationship Committee ("SRC"), Business Operations Committee ("BOC"), Corporate Social Responsibility 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:// investor.groupindogulf.com/ Rs.c=Policies. Details of scope, constitution, terms of reference, number of meetings held during the period 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 period under review, in compliance with the requirements of the Act, is annexed with this report.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarizing 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 Companys website at https://investor.groupindogulf. com/ Rs.c=Other%20disclosures. Further, the Company has received declaration from all the Independent Directors, as envisaged in sub section (6) of Section 149 of the Act.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

In terms of the Act and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The 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 Companys website at https://investor.groupindogulf.com/ Rs.c=Policies. Further the Board, in its meeting held on February 11, 2025 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.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

AUDITORS

A) Statutory Auditors

Pursuant to provision of the Act, the Board appointed M/s Devesh Parekh & Co., Chartered Accountants (ICAI Firm No. 013338N) for a term of 5 years in 30^th AGM of the company to hold office till the conclusion of the AGM to be held in 2027.

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 period 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 Auditors

Pursuant to the provision of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board appointed Mr. Deepak Rawat /(Peer Review No. 5364/2023), for a term of 5 years commencing from FY 2025-26 in 33^rd AGM of the company. Plowever, on March 17, 2026, Mr. Deepak Rawat tendered his resignation citing health issues as the reason. The Board took note of the same and in its meeting held on April 07, 2026 appointed M/s NJ & Associates, practicing Company Secretaries, as the Secretarial Auditor to hold office till the ensuing AGM under casual vacancy.

Further, pursuant to the recommendation of Audit Committee and the Board of the company in their respective meetings held on May 28, 2026, M/s NJ & Associates, practicing Company Secretaries (Firm Peer

Review No.l 486/2021), are proposed to be appointed for a term of 5 (Five) consecutive years commencing from FY 2026-27.

The Secretarial Audit Report is self-explanatory. There are no qualifications/adverse remarks of secretarial auditors in their Secretarial Audit Report for the Financial Year ended on March 31, 2026.

The Secretarial Report forms part of this Board Report as Annexure 1

C) Cost Auditors

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 appointed M/s Jain Sharma & Associates, a firm of Cost Accountants in practice (Firm Registration No. 000270), as Cost Auditors of the Company, to carry out the cost audit for the financial year 2026-27. 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 on the recommendation of Audit Committee and in terms of the Act 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 34^th Annual General Meeting of your Company.

During the period under review, 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 on recommendation of Audit Committee, appointed M/s PricewaterhouseCoopers Services LLP (LLPIN: AAI-8885) as an Internal Auditors of the company for FY 2025-26 in their meeting held on May 15,2025.

Further, the Board on recommendation of Audit Committee, appointed M/s Aditi Gupta & Associates, Chartered Accountants (ICAI Firm No. 034291N) as Internal Auditors of the Company to audit the books of accounts of the company for the financial year 2025-26 in their meeting held on February 11,2026.

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 Act requiring disclosure in the Boards Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF ACT

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Your Company has formulated a policy on related party transactions which is also available on Companys website at https:// investor.groupindogulf.com/ Rs.c=Policies. The Board 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 arms 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 arms length basis under Section 188(1) of the Act and Listing Regulations. The material transactions are disclosed in Form AOC-2 as Annexure 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. Details of all related party transactions are disclosed in Note No. 47 of Consolidated Financial Statement and Note No. 47 of Standalone Financial Statement of the notes to accounts of the company

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

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

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

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

Please refer paragraph on Risk Management of the Integrated Report for detailed analysis.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

During the period under review, the Company has following Wholly Owned Subsidiary Companies as oerthe details given herein below

? o Name of Subsidiary	Business	Country of Incorporation	% voting power held as at March 31, 2026
1. Indogulf Cropscicnccs Australia Pty Limited	Agro Chemicals viz. Micro Nutrients, Pesticides, Fertilizers	Australia	100%
2. Abhiprakash Globus Private Limited	Agro Chemicals viz. Micro Nutrients, Pesticides, Fertilizers	India	100%

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Subsidiaries (Form AOC-1) is attached as Annexure 4.

The policy for determining material subsidiaries of the Company is available on the Companys website URL: https:// investor.groupindogulf.com/7c-Policies.

PERFORMANCE OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATES

Subsidiary M/s Indogulf Cropsciences Australia Pty Limited ("ACAPL") was incorporated in Australia. ACAPL is engaged in the business of Agro Chemicals viz. Micro Nutrients, Pesticides, Fertilizers. The establishment of our Australian Subsidiary enables us to tap into a high-demand agricultural market, streamline the regulatory process through the OECDMAD, and capitalize on Australias strategic location for broader regional expansion. Australias stable regulatory environment, coupled with its focus on agricultural innovation,

provides a strong foundation for our Company to grow its business, expand our market reach, and drive future growth in the Asia-Pacific region. During the period under review, the ACAPL has earned NIL revenue.

Subsidiary M/s Abhiprakash Globus Private Limited ("AGPL") was incorporated on 08/12/2020 in India under the Act. The Company is engaged in the business of Agro Chemicals viz. Micro Nutrients, Pesticides, Fertilizers. During the period under review, the revenue from operations of AGPL stood at Rs.725.89 mn against Rs.105.70 mn in the previous year recoding a tremendous growth and achieved a profit of €15.21 mn against the loss of Rs.6.48 mn in the previous year. The management of the AGPL is confident in building a stronger and more resilient business for the future.

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

CORPORATE SOCIAL RESPONSIBILITY

The CSR policy has been formulated by the Corporate Social Responsibility Committee and approved by the Board and updated time to time. The same may be accessed on the Companys website at _ https:// i n vest or. g ro u pi n d og u I f. com/ Rs.c=Policies. The key philosophy of all CSR initiatives of the Company is guided by education, environment and Sustainability.

The Company would undertake any need-based initiatives in compliance with Schedule Vii to the Act. The report on CSR activities is annexed herewith and marked as Annexure-5. We are bound by our commitment towards the society and shall keep pursing our endeavour of contributing to the society at large in future.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. No personnel has been denied the access to the Audit Committee. During the period under review, no such complaint has been received and no employee was denied access to the Audit Committee for reporting violations.

The policy of vigil mechanism is available on the Companys website at https://investor.groupindogulf.com/ Rs.c=Policies.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Companys 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.

The Audit Committee of the Board monitors the performance of the internal team along with the auditors 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.

Please refer to the paragraphs on internal Control Systems and their Adeguacy in the Management Discussion & Analysis section for detailed analysis.

HUMAN RESOURCES

Please refer to the paragraphs on Human Resources in the Management Discussion & Analysis section for detailed analysis.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, Corporate Governance Report and Secretarial

Auditors Certificate regarding compliance of conditions of Corporate Governance forms part of this report as Annexure-6. All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A Declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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-7 attached hereto.

Pursuant to the provisions of Section 135(1) of the Act and as advised, the statement containing particulars of employees as required under Section 197(12) of the Act 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.

No di rector 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://investor.groupindogulf.com/ Rs.c=Policies.

CHANGES IN AUTHORIZED AND PAID UP SHARE CAPITAL OF THE COMPANY

During the financial year, the Company made a strong stock market debut and completed the Initial Public Offering (IPO) of 18,077,476 Equity Shares of Face Value of Rs.10 each, aggregating to Rs.2,000.00 Millions.

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

Pursuant to the Offer and in compliance with Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, 1,80,40,144 Equity Shares at an Offer Priceof Rs.! 11 per Equity Share, be and

are hereby approved to be allotted to the respective applicants in various categories, such as 62,35,900 Equity Shares to retail individual investors, 26,72,529 Equity Shares to non- institutional investors, 2,23,290 Equity Shares to Employees and 89,08,425 Equity Shares to qualified institutional buyers, in terms of the basis of allotment approved by way of its resolution dated July 01, 2025, in consultation with the book running lead manager appointed in respect of the Offer and the BSE Limited (the "Designated Stock Exchange").

DEPOSITS

Your Company has not invited any deposits from public/ shareholders under Section 73 and 74 of the Act.

DEBENTURE

The Company has not issued any debentures.

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.

INSURANCE

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

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount which were required to be transferred to the investor Education and Protection Fund by the Company.

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

The Company is committed to providing a safe and conducive work environment for all its employees

and associates. It has established a framework that enables individuals to seek recourse and redressal in cases of sexual harassment. The Company has implemented a policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 (POSH, 2013). The policy is available on the website of the company at https://investor.groupindogulf. com/ Rs.c-Policies.

The Company is in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013. Accordingly, the Company has duly constituted an Internal Complaints Committee in compliance of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures immediate response to the complaints of harassment and fast-track procedure disposal for such complaints.

Further, during the year under review, following is the summary of the complaints received by the internal Complaints Committee pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pending at the beginning of the year	Received during the year	Disposed off during the year	Unresolved at the end of the year
NIL	NIL	NIL	NIL

Compliance with the Maternity Benefit Act, 1961

TheCompanyhascomplied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. It is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination occurs in recruitment or service conditions on the grounds of maternity. Appropriate internal systems and HR policies are in place to uphold both the spirit and the letter of the legislation.

Details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the Banks or Financial Institutions along with the reasons thereof:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions and thus the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

GENERAL DISCLOSURES

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

B) During the year no frauds were reported by the auditors to the Audit Committee or the Board.

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

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

E) The equity shares of the company 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 2026-27 have been paid to exchanges.

OTHER INFORMATION

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

1. The change in the nature of business, if any

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

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

ACKNOWLEDGEMENTS

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

	For and on behalf of the board of directors
	INDOGULF CROPSCIENCES LIMITED
	Sd/-	Sd/-
	Om Prakash Aggarwal	Sanjay Aggarwal
Date: 27/08/2026	Whole-time Director	Managing Director
Place: Delhi	DIN:00732440	DIN:00763635