DIRECTORS' REPORT

Dividend

The Directors are pleased to recommend a dividend of H 3.00 per
share (i.e., 300%) on the Equity Shares of the Company of H 1.00 each
for the year ended March 31, 2026 (previous year H 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 H 58.34 crore
(previous year H 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 have a Dividend Distribution Policy in place 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 athttps://www.rallis.com/DividendDistributionPolicy.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of
profits for FY 2025-26 in the retained earnings.

Equity Share Capital

The paid-up Equity Share Capital as on March 31, 2026 was
H 19.45 crore. During the year under review, the Company has not
issued any shares.

Company's Performance

The revenue from operations for FY 2025-26 was H 2,897 crore, higher
by 9% over the previous year's revenue from operations of H 2,663
crore. Profit before exceptional items and tax for FY 2025-26 was
H 277 crore, higher by 49% from H 186 crore in FY 2024-25. The profit
for the year attributable to equity shareholders in FY 2025-26 was
H 184 crore registering a growth of 47% over the profit attributable
to equity shareholders of H 125 crore in FY 2024-25.

Business Context

According to the International Monetary Fund, the global economy
grew by 3.4% in Calendar Year ('CY') 2025 and is expected to sustain a
similar trajectory in CY 2026 and CY 2027. Growth trends continue to
remain uneven across regions, with advanced economies witnessing
relatively subdued expansion of about 1.9% in CY 2025, while
emerging and developing economies are projected to remain resilient
at around 4.4%. This divergence reflects varying demand conditions,
policy environments and investment cycles across geographies.¹

Global inflation is expected to follow a moderating path, rising
marginally from 4.1% in CY 2025 to 4.4% in CY 2026 before easing

to 3.7% in CY 2027, aided by stabilising commodity prices and
calibrated monetary policies. While overall economic activity
continues to be driven by private consumption, improving financial
conditions and investment in productivity-enhancing technologies,
the outlook continues to be exposed to risks such as geopolitical
tensions, evolving trade policies, energy price volatility, and supply
chain realignments.²

India's economy sustained steady growth of ~7.6% in FY 2025-26,
driven by healthy consumption trends, strengthening rural demand
and a recovery in agricultural activity. The expansion was further
supported by improvement in manufacturing, ongoing reforms,
higher investment activity and continued public spending on
infrastructure and rural sectors. ³

India's agriculture sector remained stable during FY 2025-26,
supported by improved sowing conditions, better irrigation levels
and continued government focus on infrastructure, mechanisation,
and value-added products. Despite weather-related challenges in
some regions, overall crop activity remained steady with healthy
acreage and productivity trends.

India recorded robust foodgrain output, with kharif production
reaching approximately 1,741.44 lakh tonnes and rabi production
at around 1,745.13 lakh tonnes in FY 2025-26, reflecting healthy
crop cycles and expanded acreage. Continued government focus on
rural development, digital agriculture, soil health and productivity
enhancement has further strengthened the sector's foundation.
The outlook for the Indian agriculture sector remains stable, with
favourable conditions and policy support expected to sustain
growth momentum. ⁴

The Company is well positioned to benefit from the steady growth
in India's agriculture sector, driven by rising crop acreage, favourable
policy measures and increasing farmer focus on productivity and
crop protection. With a diversified portfolio across Crop Protection,
Seeds, and Soil & Plant Health solutions, the Company is aligned to
meet higher input demand arising from evolving farming practices
and climatic challenges. During FY 2025-26, the Company delivered
a steady performance, with Crop Protection exports growing by 18%
year-on-year, led by a broader customer base, and higher volumes.
The Seeds business also reported strong progress with 15% growth
year-on-year. In addition, the Company commercialised 4 products
and secured 5 patents, supporting its presence across domestic and
international markets.

A. Crop Care

During the year under review, the Domestic Crop Care
business achieved a revenue of H 1,775 crore as against H 1,700
crore during FY 2024-25, a growth of 4%. The exports business
achieved a revenue of H 640 crore during FY 2025-26 as against
H 545 crore during FY 2024-25, a growth of 18%.

Domestic Crop Protection:

The year under review was marked with challenges for the
industry with varying impact on different crop pest segments.
Although the overall quantum of rainfall was satisfactory,
the spread with regard to time and geography remained
suboptimal. Performance in the southern markets continues to
be challenging. Old generic brands of the Company have done
well with products like 'Blitox' and 'Tafgor' crossing a revenue of
H 100 crore for the first time.

Exports:

The exports segment achieved a year-on-year revenue growth
of 18%, driven primarily by higher sales volumes and enhanced
customer base. Despite challenging price environment, the
exports segment was able to maintain margins through data-
backed, agile pricing decisions and improved manufacturing
and supply chain efficiency.

For Catalogue products, the growth was broad based and
driven by the Company's key products like Metribuzin,
Hexaconazole and Pendimethalin in key markets of United
States and Asia-Pacific region. In the Company's Custom
Synthesis & Manufacturing ('CSM') business, some key
products faced decline in volumes due to high inventory
/ low demand at the customer end. However, this drop in
revenue was partially offset by commercialisation and scale-
up of new CSM formulations. The Company also maintained
healthy CSM pipeline across multiple customer segments to
drive future growth.

B. Seeds

During the year under review, the Seeds Division achieved a
significant milestone, delivering its third consecutive year of
stellar performance. This period was characterized not just
by record-breaking revenue and profitability, but by a high-
quality, holistic growth profile that extended across every core
category in the Company's portfolio.

The Seeds business revenue stood at H 481 crore, as compared
to the H 418 crore revenue baseline established in the previous
year. The division demonstrated exceptional agility. Despite
significant headwinds in the first quarter, specifically supply
chain disruptions that challenged seed movement, the
Company successfully navigated these bottlenecks to maintain
the momentum. The Company's performance reflects the
compounding benefits of being Agile which has now matured
into a robust framework for optimized operating costs and
superior margin realizations.

While the previous year saw the successful consolidation of
the Company's flagship brands like "Diggaz" in the North,
the year under review witnessed a broader market capture.
The growth was distributed across Cotton, Paddy, Maize,
Millet, Mustard, Wheat, and Fodder, ensuring a balanced
and de-risked revenue stream. This holistic expansion is a

direct result of the Company's strategic focus on depth and
regional customization.

Some of the 17 products launched in the preceding cycle
have transitioned from introductory phases to market-leading
positions, performing exceedingly well in their respective
segments. These new-generation offerings have been met with
high farmer trust and industry-leading testimonials, creating a
powerful springboard for the coming years.

The seed industry continues to face competitive production
environments and volatile climatic patterns. However,
the Company's ability to deliver sustained growth amidst
these variables underscores the strength of its Production-
to-Market ecosystem. As the Company moves forward, it
remains focussed on:

• Growing faster in Research Paddy (Open Pollinated
Varieties Paddy) and fodder segments continuing from
recent successes in these segments

• Digital Integration: Enhancing our 'Seed Sure' platform to
further de-risk the supply chain

• Customer Advocacy: Expanding the Dhaanya Progressive
Farmer initiative to deepen brand loyalty.

This third year of consistent excellence reinforces the
Company's position as a high-growth engine within the parent
company, dedicated to driving agricultural productivity and
sustainable value creation.

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 has Utkarsh Rewards & Recognition programme
for trade in the Crop Care segment and Milan programme in the
Seeds segment. Retailers are engaged through the Anubhandh Edge
programme, which spans both the Crop Care and Seeds segments. As
part of its farmer engagement efforts, the Crop Care segment connects
with the farmers at sequential crop stages, offering stage-specific crop
interventions. Meanwhile, the Seeds segment 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. The Sampark Plus App has been
redesigned to enhance effective engagements with farmers.

Financial Statements

The Company does not have any subsidiary, associate or joint
venture company as on March 31,2026 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 31,2026, 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
H 440 crore. Further, the Company had a short-term credit rating of A1
(Reaffirmed) for the Commercial Papers amounting to H 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') which is available on
the Company's website athttps://www.rallis.com/RPTPolicy. During
the year under review, the Company 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 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, none of the
transactions with related parties fell within the scope 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 2025-26 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 established a comprehensive Risk Management
Framework designed to mitigate potential adverse impacts
on business objectives while enabling the identification and

capitalisation of opportunities. In alignment with the SEBI
Listing Regulations, the Company has instituted a structured risk
management mechanism supported by a Board-approved Risk
Management Policy, which is periodically reviewed and updated.

The Policy provides for the systematic identification, assessment
and monitoring of risks through the creation and maintenance of a
risk register, along with the development of appropriate mitigation
strategies. Key risks identified by business units and functional
teams are addressed through ongoing mitigation actions. The risk
register is refreshed at regular intervals to ensure that identified risks
remain relevant and that mitigation measures are timely, effective
and aligned with the Company's risk appetite and tolerance levels.

The Risk Management Committee, chaired by an Independent
Director, oversees the risk management process, monitors the status
of key risks and mitigation plans, and provides guidance on the
identification of new and emergent risks. The Board is periodically
apprised of significant actual or emerging risks that could potentially
impact the Company's long-term strategy and objectives. Such risks
are integrated into the audit universe and are covered as part of the
annual risk-based internal audit plan.

Details of the key risks and the corresponding mitigation measures
are provided on Page 80 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 ofthe 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 2025-26.

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, 2026:

(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, 2026 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 and 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 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

Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Management Discussion & Analysis is presented in a separate section
forming part of this Integrated Annual Report. As required under the
provisions of the SEBI Listing Regulations, the Audit Committee of
the Company has reviewed the Management Discussion & Analysis
report of the Company for the year ended March 31, 2026.

Business Responsibility & Sustainability Report

The Company is committed to addressing the needs of the
communities in which it operates, thereby maximising societal values.
Additionally, it conducts its business in a manner that generates a
positive impact and enhances stakeholder value. As per Regulation
34(2)(f) of the SEBI Listing Regulations, the Business Responsibility
& Sustainability Report depicting initiatives taken by the Company
from an environmental, social and governance perspective which
has been assured by KPMG Assurance and Consulting Services LLP,
forms part of this Integrated Annual Report.

Directors and Key Managerial Personnel
Directors:

Appointments:

The Board of Directors of the Company, based on the
recommendations of the Nomination and Remuneration Committee,
approved the appointment of Mr. Mahesh Girdhar (DIN: 10270848)
and Mr. Ashok Sharma (DIN: 02766679) as Additional Directors in
Independent capacity for an initial term of five (5) years. Mr. Mahesh
Girdhar was appointed by the Board on December 8, 2025 for a
term commencing from December 10, 2025 up to December 9,
2030 (both days inclusive), and his appointment as an Independent
Director was subsequently approved by the Shareholders by way
of a special resolution passed through postal ballot on February 8,
2026. Mr. Ashok Sharma was appointed by the Board on February
9, 2026 for a term commencing from February 10, 2026 up to
February 9, 2031 (both days inclusive), and his appointment as an
Independent Director was approved by the Shareholders by way of
a special resolution passed through postal ballot on April 12, 2026.

Further, the Board of Directors of the Company, based on the
recommendations of the Nomination and Remuneration Committee,
approved the appointment of Ms. Rashmi Joshi (DIN: 06641898) as an
Additional Director in an Independent capacity on March 31, 2026,
for an initial term of five (5) years commencing from April 3, 2026
up to April 2, 2031 (both days inclusive). The Board also approved
the appointment of Mr. David Francis Crean (DIN: 09584874) as an
Additional Director in an Independent capacity at its meeting held
on April 27, 2026, for an initial term of five (5) years commencing
from April 27, 2026 up to April 26, 2031 (both days inclusive), in each
case subject to the approval of the shareholders. The resolutions
seeking Members' approval for their respective appointments form
part of the Notice.

Cessations:

Mr. Narain Duraiswami (DIN: 03310642), Independent Director of the
Company, ceased to be a Director of the Company with effect from
September 18, 2025, following his resignation due to increasing
professional commitments and time constraints. There were no
other material reasons for his resignation. The Board places on
record its sincere appreciation for the valuable contributions made
by him during his tenure with 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. S. Padmanabhan (DIN: 00306299), Chairman and Non-Executive,
Non-Independent Director of the Company, retires by rotation at the
ensuing AGM and being eligible, offers himself for re-appointment.

Independent Directors:

Dr. C. V. Natraj, Ms. Padmini Khare Kaicker, Mr. Mahesh Girdhar,
Mr. Ashok Sharma, Ms. Rashmi Joshi and Mr. David Francis Crean
have given declarations confirming 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 further
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
declarations and confirmations 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 under 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 the requisite
qualifications, integrity, expertise and experience in the fields of
science and technology, industry, 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.
The Independent Directors are compliant with the requirements
relating to the online proficiency self-assessment test conducted by
IICA, as applicable.

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 receipt of sitting fees, commission, and
reimbursement of expenses incurred by them in connection with
attending meetings of the Board and its Committees.

Key Managerial Personnel ('KMP'):

The Board agreed to relieve Mr. Srikant Nair, from the services of
the Company as Company Secretary & Compliance Officer, effective
April 30, 2025, in view of him joining anotherTata 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
& Compliance Officer of the Company with effect from May 9, 2025.

The Board agreed to relieve Ms. Subhra Gourisaria from the services of
the Company as the Chief Financial Officer, effective July 24, 2025, in
view of her joining another Tata Company. The Board placed on record
its sincere appreciation for Ms. Gourisaria's valuable contributions
during her association with the Company. Further, based on the
recommendation of the Audit Committee and the NRC, the Board
appointed Mr. Bhaskar Swaminathan as the Chief Financial Officer,
effective August 7, 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 31,2026:

• Dr. Gyanendra Shukla, Managing Director & CEO

• Mr. Bhaskar Swaminathan, Chief Financial Officer

• Ms. Sariga P. Gokul, Company Secretary & Compliance Officer

Procedure for Nomination and Appointment of
Directors:

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

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

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

The Board reviews the list of core skills, expertise and competencies
of the Board of Directors as required in the context of the businesses
and sectors applicable to the Company which 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.

Areas of focus identified for the Board going forward include
strengthening the Directors' training and development programme,
deeper engagement on current and strategic issues of the Company
in the context of the evolving external environment, enhanced
emphasis on succession planning for Senior Management, and
increased focus on advancements in agricultural technologies. The
action areas identified in the process are being implemented to
ensure a better interface at the Board/Management level.

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, eleven (11) Board Meetings
were held, details of which are provided in the Corporate
Governance Report.

b. Composition of Audit Committee

As on March 31, 2026, 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.

During the year under review, Mr. Narain Duraiswami ceased
to be a member of the Audit Committee with effect from
September 18, 2025 and Mr. Mahesh Girdhar was inducted
as member of the Audit Committee with effect from
February 10, 2026.

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

As on March 31, 2026, the CSR Committee comprised three (3)
Members out of which one (1) was an Independent Director.
During the year under review, Mr. Narain Duraiswami and
Mr. R. Mukundan ceased to be members of the CSR Committee

with effect from September 18, 2025 and February 10, 2026,
respectively. Further, Dr. C. V. Natraj was inducted as the
Chairman of the CSR Committee with effect from December 10,
2025, whereas Mr. Mahesh Girdhar was inducted as a member
with effect from February 10, 2026.

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 remains committed to enhancing the quality of life
of the communities it serves, with a targeted goal of achieving 30%
coverage under Affirmative Action ('AA') by FY 2027-28, which has
already been successfully achieved in FY 2025-26. This commitment
is being advanced through structured interventions focussed on
improving socio-economic conditions across key geographies.

The major CSR initiatives are implemented in and around the
Company's manufacturing locations, farmer engagement regions,
and identified aspirational districts. The programmes are focussed
on core thematic areas including natural resource conservation,
education and skill development, women empowerment,
environmental sustainability (greening), and upliftment of tribal and
rural communities and Persons with Disabilities ('PwDs').

During FY 2025-26 a total of 750 employees contributed over 10,000
volunteering hours, with an average of 6.5 hours per employee,
demonstrating strong internal engagement and commitment
towards social responsibility.

The Company currently operates mainly across five States-
Maharashtra, Gujarat, Karnataka, Telangana, and Uttarakhand.
During the year, CSR initiatives positively impacted more than
1.9 lakh beneficiaries. The Company incurred a CSR spend of
H 5.01 crore, and convergence with government schemes amounted
to approximately H 6.80 crore.

The Company has also signed a MoU for Development of Integrated
Smart Village Centre ('ISVC') in collaboration with SETU Aayog,
Government of Uttarakhand, and IIT- Roorkee as an Implementation
Partner to facilitate socio-economic development activities in the
selected villages and surrounding areas.

The Company is also supporting around 650 high school students
(8^th, 9^th & 10^th standards) under the Future Agriculture Leader of
India ('FALI') programme. The programme aims to make agriculture
attractive to the next generation and is completing its eighth
year. The FALI programme engages students and parents from
government-aided rural schools in a revolutionary, cost-effective

programme that seeks to transform attitudes, capabilities and
realities of these students and their parents.

The Company was awarded the Best CSR initiative award for Krishi
Vikram by Indian Chamber of Commerce ('ICC'). The award recognises
efforts to empower farming communities through grassroot
engagement, promoting sustainable agriculture, and encouraging
the adoption of resilient farming techniques. This marks a significant
milestone in the CSR Journey of the Company.

The Company has focussed on water conservation through
rainwater harvesting under the Natural Resource Management
initiative, JAL DHAN, which focuses on groundwater recharge and
soil conservation. During the year, interventions covered 14 villages
across Gujarat and Maharashtra, resulting in the harvesting of
approximately 5.24 million cubic meters of rainwater. In Maharashtra,
efforts were concentrated in the aspirational district of Dharashiv
and in the Narmada district in Gujarat.

The Company continued its focus on improving student learning
outcomes through quality education and teacher capacity building
under its flagship programme, Rallis Ujjwal Bhavishya Yojana ('RUBY'),
is implemented across 4 states, covering 42 schools and benefiting
over 7,620 students, of which 45% fall under Affirmative Action ('AA').

Under RUBY, the focus is on English, Science and Mathematics for
students of 5^th to 10^th standards. To encourage students, Rallis
conducts an inter-state Rallis Science, Math and English competition
every year in the month of February.

The Company also extends support to six special schools for
children with diverse needs, covering total of around 250 students
in Maharashtra and Gujarat.

Under the Unnat Gram initiative, the Company focusses on the
holistic development of tribal communities through livelihood
enhancement, biodiversity conservation, healthcare, and education.
During the year, interventions were carried out in 10 villages across
Gujarat and Maharashtra, impacting over 1,600 tribal beneficiaries.

Under the Tata Rallis ('TaRa') intervention, the Company focusses
on empowering women and youth through skill development, in
partnership with the Light of Life Trust, operating two centres in
Maharashtra. During the year, 501 trainees were enrolled, of which
55% are gainfully engaged post training.

The Company engaged an independent third party, NuSocia, to
conduct an impact assessment of its key CSR programmes. The
assessment indicated that the RUBY programme has contributed
to improved educational outcomes, thereby addressing socio¬
economic challenges in the target communities. The TaRa
intervention also demonstrated encouraging results, including
enhanced social standing of women trainees, increased participation
in household decision-making, and improvement in family incomes,
along with growing demand for such skill development initiatives.

Under its farmer-focussed initiative, the Company works with
member farmers of identified Farmer Producer Companies ('FPCs')
to enhance farm productivity and prosperity through sustainable
agricultural practices. Interventions included crop demonstrations,
promotion of appropriate farm mechanisation and technology,
and deployment of digital solutions to improve outreach and
scalability. Capacity-building efforts, such as exposure visits, training
programmes, and field demonstrations, have encouraged farmers to
adopt agri-allied and 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/sustainability/environment/approach-
sustainability.

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

The Company firmly believes in providing a safe, supportive, and
friendly workplace environment, where our values come to life
through supporting behaviours. A positive workplace environment
and a great employee experience are an integral part of our culture.
The Company continues to take various measures to ensure a
workplace free from discrimination and harassment on the basis of
gender. The Company educates its employees on what constitutes
sexual harassment and on the procedures to follow in the event of
an incident constituting sexual harassment.

The Company has created a framework for individuals to seek
recourse and redressal for 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. The details of complaints during the year are provided below:

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 behaviour, 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 concerns. 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 athttps://www.rallis.com/
whistleblowerPolicy.

Auditors(1) Statutory Auditors:

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

The Audit Report of BSR on the Financial Statements of
the Company for FY 2025-26 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 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 31,2027.

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 independence
status and that they maintain 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 78^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 the Secretarial Auditors of the Company.

At the 77^th AGM of the Company held on June 23, 2025, in
accordance with the SEBI Listing Regulations, the Members
of the Company appointed. M/s. Parikh & Associates, a Peer
reviewed firm, as the Secretarial Auditors of the Company to
conduct secretarial audit and issue the Secretarial Audit Report
for a term of five (5) consecutive years from Financial Year
April 1, 2025 to March 31, 2030.

The Report ofthe 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.

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, 2026 is available on the Company's website at
https://www.rallis.com/MGT2026.htm.

Other Disclosures

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

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

• No deposits have been accepted from the public during the year
under review, and no amount on account of principal or interest
on deposits from the public was outstanding as on March 31,2026.

• 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.

Maternity Benefit Act, 1961

The Company is in compliance of the applicable provisions of the
Maternity Benefit Act, 1961 and provides eligible employees with
maternity leave, adoption leave, miscarriage leave, and paternity
leave (non-statutory), as per its internal policies.

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, the farming community, business partners, shareholders,
customers, and other stakeholders. The Directors look forward to the
continuance of supportive relations and assistance in the future.

On behalf of the Board of Directors

S. Padmanabhan
Chairman

Mumbai, April 27, 2026 DIN: 00306299