Insecticides India Ltd Directors Report

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, 2026.

1. Financial Results and State of Companys Affairs

The Boards Report is prepared based on the financial statements of the Company. The Companys financial performance for
the year under review along with previous years figures are given hereunder -

(in Crore)

Standalone Consolidated

Particulars	Financial Year	Financial Year	Financial Year Financial Year
	2025-26	2024-25	2025-26	2024-25
	(FY 2026)	(FY 2025)	(FY 2026)	(FY 2025)
Income
Revenue from operations	2144.14	2002.26	2140.01	1999.95
Other income	12.11	7.23	12.01	7.57
Total income	2156.25	2009.49	2152.02	2007.52
Expenses
Operating expenditure	1922.55	1783.44	1912.96	1778.73
Depreciation and Amortization expense	35.22	29.05	35.50	29.15
Total expenses	1957.77	1812.49	1948.46	1807.88
Profit before finance costs, exceptional item and tax	198.48	197	203.56	199.64
Finance costs	16.51	6.72	16.88	6.86
Profit before tax	181.97	190.28	186.68	192.78
Tax expense	46.15	50.52	47.27	50.75
Profit for the year	135.82	139.76	139.41	142.03
Opening balance of retained earnings	1042.17	909.37	1046.44	911.45
Closing balance of retained earnings	1171.26	1042.17	1179.13	1046.44
Earnings per share (EPS)
Basic (In )	46.68	47.61	47.91	48.38
Diluted (In )	46.68	47.61	47.91	48.38

During FY 2025-26, the Company achieved consolidated
Revenue from Operations of 2,140 Crore, registering
a growth of 7% over 2,000 Crore in FY 2024-25. The
growth was primarily driven by robust farmer acceptance
of the Companys recently introduced next-generation crop
solutions.

The consolidated EBITDA stood at 227 Crore in FY26
as compared to 221 Crore in FY25. Net profit stood
at 139 Crore in FY26, compared to 142 Crore in
FY25. Despite a challenging business environment, the
Company maintained stable profitability while continuing
to strengthen its market presence through innovation-led
offerings.

During FY 2025-26, the Company launched (5) five new
products, reinforcing its commitment to innovation and

portfolio expansion. With these additions, the Company
has successfully introduced more than 25 products over
the last three years, strengthening its product offerings
and enhancing its ability to address the evolving needs of
farmers through advanced and sustainable crop solutions.

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 2/- (20%) per equity
share having face value of 10/- each for the financial year
2025-26. The aforesaid payment of Interim Dividend may
be treated as Final Dividend for the Financial Year 2025-26.

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. Change in equity share capital

There was no change in the Companys Share Capital
during the year under review. The paid-up equity share
capital of the company as on March 31, 2026 stood at
29,09,78,370/- comprising of 2,90,97,837 equity shares
of 10/- each.

4. 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, the Companys Long-Term
Credit Rating has been upgraded from CRISIL A/S table
to CRISIL A+/Stable and Short-Term Rating of CRISIL A1
has been reaffirmed by CRISIL, a S&P Global Company, a
reputed Rating Agency.

5. Award and Recognitions

Your company has received accolades from various industry
platforms in the fields of CSR, Stalwart of crop protection
industry, Viksit Bharat and excellence in Family Business
etc. These achievements have been detailed in the Awards
section of this Annual Report.

6. 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.

7. 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, 2026.

8. 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 forms part of the Annual
Report. The consolidated financial statements include the
financial statements of its subsidiary Companies.

- During the year under review, the Companys wholly
owned subsidiary, IIL Overseas DMCC (Dubai), was
dissolved. The Board of Directors of the Company had
approved its dissolution/liquidation on August 09,
2024, and the dissolution was subsequently approved
by DMCCA (Office of the Registrar of Companies of
Dubai Multi Commodities Centre Authority) vide letter
dated September 19, 2025. Accordingly, it ceased to
be a wholly owned subsidiary of the Company.

- The Company has a wholly owned subsidiary namely
"Kaeros Research Limited" (formerly known as
"Kaeros Research Private Limited") within the meaning
of Section 2(87) of the Companies Act, 2013 ("Act"),
as on March 31, 2026.

- 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, 2026.

- 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, 2026.

Accordingly, during the year under review, IIL Overseas
DMCC (Dubai) has ceased to be Wholly owned subsidiary
of the 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://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 Companys 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 Companys Website in
investor section: https://insecticidesindia.com/wp-content/
upload.s/2024/12/Material-sub.sidary-Policy.pdf

9. Consolidated Financial Statements

The Consolidated Financial Statements of the Company
for the Financial Year 2025-26 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 Auditors Report thereon form part of this Annual
Report. The Financial Statements as stated above are also
available on the website https://insecticidesindia.com/
investors-desk/

10. Transfer to Reserves

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

11. Managements discussion and analysis Report

Managements 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.

12. 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 Companys 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 Indias 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.

13. 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, 2025; November 12, 2025; and January 30, 2026.
The Risk Management Policy can be accessed on the
Companys website at https://insecticidesindia.com/wp-
content/uploads/2025/06/Risk-Management-Policy.pdf.

14. 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 Companys
website at https://insecticidesindia.com/wp-content/
uploads/2024/12/Whistle-Blower-Vigil-Mechanism-Policy.
pdf

15. 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

16. Directors/ Key Managerial Personnel, Appointment,
Re-appointment & Resignation
Directors

The Board of Directors of the Company was having eight
directors as on March 31, 2026 including one Managing
Director, four Independent Directors and three Whole Time
Directors.

Re-appointment:

In accordance with the provisions of Section 152 of
Companies Act, 2013 (Act) and the Articles of Association
of the Company, Shri Anil Kumar Goyal (DIN: 09707818),
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
Appointment:

The Board of Directors of the Company, based on the
recommendations of the Nomination, Remuneration and
Ethics Committee, approved the appointment of Shri
Sanskar Aggarwal (DIN: 09675297) as Whole-time Director
(Additional) for a term of five consecutive years effective
from May 28, 2026 till May 27, 2031, liable to retire by
rotation, subject to the approval of members in the ensuing
Annual General Meeting of the Company.

Resignation:

Smt. Nikunj Aggarwal (DIN: 06569091) ceased to be a
Whole Time Director and Key Managerial Personnel of
the Company upon her resignation effective from May
28, 2026. She resigned to follow her other interests and
reported that there were no other material reasons for
her resignation. The Board places on record its sincere
appreciation for the valuable contributions made by her
during her tenure with the Company.

Other than mentioned above, none of the Key Managerial
Personnel (KMP) has appointed and resigned from the
Company.

In light of above changes, Key Managerial Personnel of the
Company pursuant to Section 2(51) of the Act, read with

the Rules framed there under:

S. No Name	Designation
1. Shri Hari Chand Aggarwal	Chairman &WTD
2. Shri Rajesh Kumar Aggarwal	Managing Director
3. Shri. Sanskar Aggarwal	Whole-time Director (Additional)
4. Shri Anil Kumar Goyal	Whole-time Director
5. Shri Sandeep Kumar Aggarwal	Chief Financial Officer
6. Shri Sandeep Kumar	Company Secretary & CCO

During the financial year 2025-26, 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.

7. 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.

18. 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 Companys
website at https://insecticidesindia.com/wp-content/
uploads/7074/17/Nomination-Remuneration-Policy.pdf

Further the Board, in its meeting held on May 28,
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.

19. 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 Companys website at https://
insecticidesindia.com/wp-content/uploads/2026/02/6
FAMIIIARIZATIQN-7075-7076.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.

20. Meeting of the Board

During the financial year 2025-26, the Board of Directors
met 4(Four) 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.

21. 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/7076/06/
Committee 28052026.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.

22. 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 Companys internal financial
controls were adequate and effective during Financial Year
2025-26.

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, 2026, 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.

23. Contracts or Arrangements with Related Parties

Your Company has formulated a policy on related party
transactions which is also available on Companys 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 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 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.

24. Details in respect of adequacy of Internal Financial
Controls

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 Company have robust internal monitoring mechanisms
of Monthly Review Meetings (MRM) to ensure timely
identification of risks and issues. The Statutory and
Internal Auditor undertake rigorous testing of the Control
environment of the Company. During the year M/s Aditi
Gupta & Associates 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
Companys internal controls environment and monitors the

implementation of the audit recommendations including
those relating to strengthening of the Companys risk
management policies and systems. The internal auditor
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.

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

During the year under review, the promoters of the
Company sought and received Exemption Order for open
offer of Securities and Exchange Board of India (SEBI) under
Regulation 11 of the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 for transfer of certain
Equity Shares held by the Individual promoters to a private
family trust(s). The promoters carried out the transfer of
Equity Shares in accordance and in compliance with the SEBI
Order. The said acquisition was carried out by way of gift,
without any monetary consideration, as part of a private
family arrangement. The transaction was non-commercial
in nature and undertaken for the purposes of succession
planning and internal reorganization within the Promoter
family, in accordance with the terms and conditions
specified in the aforesaid SEBI order. There is no change
in the total shareholding of promoters in the Company on
account of the same. There is no re-classification of any
person as promoter or as public during the year.

The Company has also received a letter dated April 09, 2026
from Sanskriti Family Trust, Akshay Family Trust, EJ Private
Trust and KBZ Private Trust confirming the compliance with
the SEBI Exemption Order No. WTM/KCV/CFD/15/2025-26
dated December 02, 2025.

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

26. 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.

27. Auditors

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 2025-26. 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

At the 28^th AGM of the Company held on August
12, 2025 pursuant to Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014

and SEBI Listing Regulations, M/s. Akash Gupta &
Associates, Company Secretaries (PCS Registration No.
11038), were appointed as secretarial auditors of the
Company for a term of 5(Five) consecutive years to
conduct the audit from financial year 2025-26 till the
financial year 2029-30.

The Board of Directors of the Company as per the
recommendation of Audit Committee has approved
the remuneration payable to M/s. Akash Gupta &
Associates, Practicing Company Secretaries (COP No.
11038, Membership No: F12187), for the year 2025-
26.

The Secretarial Audit Report annexed to this report
is self-explanatory and do not call for any further
comments. The Secretarial Audit Report does not
contain any qualification, reservation, adverse remark
or disclaimer.

The Company has received their continuing eligibility
certificate confirming that they satisfy the criteria
provided under Regulation 24A of the SEBI Listing
Regulation.

A Secretarial Compliance Report for the financial year
ended March 31, 2026 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 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 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 29^th Annual General Meeting of your
Company.

During the FY 2025-26, 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

Pursuant to Section 138 of the Act read with Rule
13 of the Companies (Accounts) Rules, 2014, the
Board of Directors on recommendation of the Audit
Committee, appointed M/s. T Jain & Associates,
Chartered Accountants (FRN:017110C) as an Internal
Auditors of the Company for a period of five years
effective from April 01, 2026 till March 31, 2031.

The Internal Auditors Report submitted by the
previous auditor M/s. Aditi Gupta & Associates,
Chartered Accountants, to the Board for FY 2025-
26 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 Boards Report.

28. 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.

29. 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.

30. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the
Financial Year 2025-26, 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.

31. Annual Return

In accordance with Section 92 (3) of the Act, the annual
return for the financial year 2025-26 is available on
Companys website at https://insecticidesindia.com/wp-
content/uploads/2076/06/MGT-7 Website.pdf.

32. 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.

The details of complaints received, disposed and pending,
during FY 2026 are as follows:

Particulars	No. of complaints
Number of complaints of sexual harassment received	NIL
Number of complaints disposed	NIL
Number of complaints pending as on March 31, 2026	NIL
Number of cases pending for more than 90 days	NIL

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 Companys website at https://
insecticidesindia.com/wp-content/uploads/2076/05/P77
POSH 2026.pdf

33. Maternity Benefit

Compliance with Maternity Benefit Act, 1961, your
Company is compliant with the applicable provisions of the
Maternity Benefit Act, 1961 and has policies, systems and
processes in place to ensure ongoing compliance.

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 2017-18, aggregating to 56,190 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 Companys 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 2026-27 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. Any remuneration or commission received by
Managing Director of the Company, from any of its
subsidiary.

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

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

e. 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 Boards 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 Companys
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 Companys 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