To the Members of Rallis India Limited

The Directors present their Seventy-Eighth (78 th ) Annual Report on the business and operations of Rallis India Limited ('the Company'/'Rallis') along with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2026.

Financial Results

( Rs. in crore)

# Dividend declared in the previous year and paid during the respective reporting year * Value is less than Rs. 0.01 crore

Dividend

The Directors are pleased to recommend a dividend of Rs. 3.00 per share (i.e., 300%) on the Equity Shares of the Company of Rs. 1.00 each for the year ended March 31, 2026 (previous year Rs. 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 Rs. 58.34 crore (previous year Rs. 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 at https://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 Rs. 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 Rs. 2,897 crore, higher by 9% over the previous year's revenue from operations of Rs. 2,663 crore. Profit before exceptional items and tax for FY 2025-26 was Rs. 277 crore, higher by 49% from Rs. 186 crore in FY 2024-25. The profit for the year attributable to equity shareholders in FY 2025-26 was Rs. 184 crore registering a growth of 47% over the profit attributable to equity shareholders of Rs. 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 Rs. 1,775 crore as against Rs. 1,700 crore during FY 2024-25, a growth of 4%. The exports business achieved a revenue of Rs. 640 crore during FY 2025-26 as against Rs. 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 Rs. 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 Rs. 481 crore, as compared to the Rs. 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 Rs. 440 crore. Further, the Company had a short-term credit rating of A1+ (Reaffirmed) for the Commercial Papers amounting to Rs. 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 at https://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 of the audit recommendations including those relating to strengthening of the Company's risk management policies and systems. The ultimate objective being a zero-surprise risk-controlled organisation. These internal financial controls help to put in place checks on the implementation of the internal financial controls, policies and procedures that are adopted by the Company for ensuring an orderly and efficient conduct of its business. These internal financial controls help in safeguarding assets, prevention and detection of frauds and/or errors, maintaining the accuracy and completeness of the accounting records. Further details of the internal control systems are provided in the Management Discussion & Analysis which forms part of the Integrated Annual Report.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audits conducted by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during FY 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 another Tata Company. The Board placed on record its appreciation for Mr. Nair's contribution during his association with the Company. The Board, on recommendation of the NRC appointed Ms. Sariga P. Gokul as the Company Secretary & 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-à-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 Rs. 5.01 crore, and convergence with government schemes amounted to approximately Rs. 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 socioeconomic 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 at https://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 of the Secretarial Auditors is enclosed as Annexure C which forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

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.