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The said policy is annexed to this Report as Annexure-"A".

Transfer to General Reserve

This year no amount has been transferred to the General Reserve.

Equity Share Capital

The paid-up Equity Share Capital as on March 31, 2026 was ^ 9.02 crore. During the year under review, the Company has not issued any shares.

Material changes and commitments affecting the financial position of the Company between the end of the Financial Year and 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 except that the board of directors of the Company at their meeting held on 19^th May, 2026 inter-alia approved the following proposal(s)-

- approval for buyback of up to 5,00,000 (Five Lakh) equity shares of the Company for an aggregate amount not exceeding ^70 crore, at a maximum buyback price of ^1,400 per equity share;

- approved the "Dhanuka Employee Stock Option Plan 2026" and the "Dhanuka Employee Stock Appreciation Rights 2026".

Company's Performance

The revenue from operations for FY 2025-26 was ^ 2,019.79 crore, lower by (0.75%) over the previous year's revenue from operations of ^ 2,035.15 Crore. Profit before exceptional items and tax for FY 2025-26 was ^ 378.56 crore, lower by (3.46%) from ^ 392.14 crore in FY 202425. The profit for the year in FY 2025-26 was ^ 287.23 crore lower by (3.28%) over the profit of ^ 296.96 crore in FY 2024-25.

Credit Ratings

During the year under review, there were no changes in the credit ratings of the Company. As on March 31, 2026, CARE

Ratings Limited has reaffirmed the ratings of the Company's bank facilities as 'CARE AA; Stable' for long-term bank facilities and 'CARE A1+' for short-term bank facilities.

Particulars of Inter Corporate 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 Companies Act 2013 ("Act") are given in the notes to the Financial Statements.

Related Party Transactions

All RPTs are presented to the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on periodic basis for the transactions which are planned / repetitive in nature. A statement giving details of all RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. All the RPTs under Ind AS-24 have been disclosed in Note No. 40 to the Financial Statements forming part of this Annual Report.

Particulars of contracts or arrangements with Related Parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are given in Annexure "E" forming part of this Report.

During the year under review, the Company has not entered into any transactions with Related Parties that could be considered material in terms of the Company's policy on the materiality of Related Party Transactions read with SEBI Listing Regulations.

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.

Transfer of Unpaid/ Unclaimed Dividend and Shares to IEPF

Pursuant to the provisions of Section 124(6) of the Act and the rules mentioned therein, during the Financial Year under review, the Company has transferred Final Dividend of ^ 8,25,654 (Rupees Eight Lakh Twenty Five Thousand Six Hundred Fifty Four only) for the FY 2017-18 to the Investors Education and Protection Fund (IEPF) of the Central

Government of India. Further the company has not transferred any shares to Investor Education and Protection Fund Authority (IEPFA) as the seven consecutive years were not completed.

Further, pursuant to the provisions of section 124 (6) of the Act and the rules mentioned therin, Final Dividend for the Financial Year 2018-19 and Interim Dividend for the Financial Year 2019-20 along with 15,505 Equity Shares of the members who have not claimed their final dividend for the year 2018-19, shall be transferred to Investor Education and Protection Fund Authority (IEPFA) in due course.

Subsidiary Companies

During the period under review, the Company doesnot have any subsidiary. Accordingly, the disclosure of statement containing the salient features of Financial Statements of the Company's subsidiary as required under Section 129(3) of the Act in Form No. AOC-1 is not applicable to the Company for FY 2025-26 and hence does not form part of this Annual Report.

Future Prospects

Dhanuka's Corporate Vision "Transforming India through Agriculture" signifies a responsive, trustworthy and farmers' friendly organization. 'Dhanuka Kheti Ki Nai Takneek (DKKNT)', is a holistic approach to Integrated Crop Management for higher yields and in turn higher farmers' income. The Company is remarkably contributing towards "Transforming India Through Agriculture" by educating Indian farmers with new and innovative techniques of farming.

The Indian pesticide industry is expected to witness steady demand over the coming year, supported by healthy reservoir levels, which provide a favourable backdrop for agricultural activity. Demand is likely to remain closely linked to monsoon performance, pest and disease incidences, cropping patterns, and overall farm sentiment, particularly during the Kharif and Rabi seasons.

While current water storage levels provide a reasonable support, the possibility of localized weather disruptions and climatic anomalies, including El Nino-related impacts, could influence agricultural activities, crop health, and in turn impact the pesticide consumption patterns across regions. On the global front, global agrochemical markets are gradually stabilizing following an extended inventory correction cycle, although geopolitical tensions in key regions, including the Middle East, continue to pose risks to supply chains, logistics, and raw material availability. Overall, the increasing need for crop protection, productivity

enhancement and contingent on weather conditions, global trade dynamics, and other developments across the agricultural ecosystem likely to support demand for pesticide consumption this year.

Considering above, this year, the demand for all the Company's products is expected to be very good. The Company has a strong pipeline of section 9(3) and 9(4) products. This will drive revenue growth in the coming years. Further, the Company is working towards engaging with all the participants across the value chain both upstream and downstream to deliver a strong kharif season and build a solid momentum for the Financial Year 2026-27.

With four manufacturing units and 41 warehouses across India, we cater to around 6,500 distributors and 80,000 retailers. Dhanuka has a strong Sales and Marketing team to promote and develop new products. Over last couple of years we have set up, 2 research and technology centers to enhance our focus on innovation and research. One of the centers is focused on applied chemistry and working for establishment of new products and new formulation development. The second laboratory is focused on innovation in process technology for generic and late stage patented products.

Product Launch

The following Products have been launched during the Financial Year 2025-26 :

1. Dinkar:

Dinkar (Ipfencarbazone 25% SC) is a new generation cutting-edge herbicide developed through a strategic collaboration between Dhanuka Agritech Ltd and Hokko Chemical Industry Co., Ltd Japan. This innovative formulation solves significant issues that paddy farmers face when controlling resistant weed species.

2. Melody Duo:

Melody Duo is a highly effective fungicide that controls downy mildew in grapes and early and late blight in potatoes and tomatoes, offering protective, antisporulant, and eradicative action. It ensures strong protection of young plant parts, enhances produce quality at harvest, and supports better resistance management through its synergistic dual active ingredients.

3. Verdour:

Verdour is a sea-based organic biofertilizer that enhances crop vigour, supports root growth, and improves tolerance to environmental stress. It promotes better foliage, flowering, fruit set, and yield quality. Suitable for a wide range of crops, it is applied as a

foliar spray @ 100 g/acre in 150-200 litres of water during key growth and stress stages, with 2-3 applications per crop cycle.

Directors and Key Managerial Personnel

Directors

Appointment:

The Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Mr. Sanjiv Goel (DIN: 03616090) as an Additional Director in Independent capacity for an initial term of five (5) years with effect from 5th February, 2026 and his appointment as an Independent Director was subsequently approved by the Shareholders by way of a special resolution passed through postal ballot on 19^th March, 2026.

Cessations:

1. Mr. Siraj Azmat Chaudhary (DIN: 00161853), Independent Director of the Company, ceased as Director of the Company upon completion of his first term with effect from the close of business hours on 21^st July, 2025 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.

2. Mr. Sachin Kumar Bhartiya, (DIN:02122147), Independent Director of the Company ceased as Director of the Company upon completion of his second term with effect from the close of business hours on 8^th February, 2026. The Board places on record its sincere appreciation for the valuable contributions made by him during his tenure with the Company.

Re-appointments:

In accordance with the provisions of Section 152 of the Act and in terms of clause 58 of the Article of the Articles of Association of the Company, Mr. Harsh Dhanuka (DIN: 00199516), and Mr. Ashish Saraf (DIN:07767324) Executive Directors of the Company, retires by rotation at the ensuing AGM and being eligible, offers themselves for reappointment.

Key Managerial Personnel ('KMP's)

In terms of the provisions of section 2(51) and 203 of the Act, the following are the KMP's of the Company as on March 31, 2026:

1. Mr. Mahendra Kumar Dhanuka- Chairman & Executive Director

2. Mr. Rahul Dhanuka, Managing Director

3. Mr. VK Bansal, Chief Financial Officer

4. Mr. Jitin Sadana, Company Secretary & Compliance Officer

During the year under review, there was no change in KMP's.

Declaration by Independent Directors & Familarisation Programme:

The Independent Directors of the Company have given the 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.

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.

Further, in the opinion of the Board, Independent Directors of the Company are persons of high integrity, expertise and experience (including the proficiency) and thus qualify to be appointed/continued as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct as prescribed in Schedule IV to the Act.

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 and reimbursement of expenses, if any incurred by them in connection with attending meetings of the Board and its Committees.

Performance Evaluation

In compliance with the requirement of Section 134(3)(p) and Schedule IV of the Act and Rules framed thereunder and Regulation 17(10) of SEBI Listing Regulations based on the recommendation received from the Nomination and Remuneration Committee, the Board of Directors of the Company evaluated and assessed the performance of the Company's Chairman, Individual Directors, Board as a whole and its Committees on the basis of parameters set by the Nomination and Remuneration Committee in the form of questionnaire based on emerging and leading practices and performance criteria such as strategic engagement, knowledge, diligence, ethics & values, oversight of the financial reporting process, including Internal Controls and Composition of the Board and its Committees etc.

The Nomination and Remuneration Committee and the Board found that the performance evaluation was satisfactory and no observations were raised from the said evaluation in the Financial Year.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

Remuneration Policy:

Directors' Responsibility Statement

Pursuant to the provisions of Section 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:

0 in the preparation of the financial statements, the applicable accounting standards have been followed and that there are no material departures;

0 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;

0 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;

0 they have prepared the financial statements on a going concern basis;

0 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;

0 and 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

Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. The Governance, Corporate Secretarial and Legal functions of the Company ensure maintenance of good governance within the Organisation.

The Company has in place an automated compliance management tool for monitoring the compliances across its corporate & registered office,plants and offices. A compliance certificate is also placed before the Board of Directors every quarter.

As required by SEBI Listing Regulations, a separate Report on Corporate Governance along with the Statutory Auditors' Certificate confirming compliance with Corporate Governance norms is annexed to this 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 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 and Sustainability Reporting

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 forms part of this Annual Report.

The said report is annexed to this Report as Annexure-"C".

Board and Committee Meetings

a. Details of Board Meetings

Five Meetings of the Board of Directors were held during the Financial Year 2025-26. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

b. Details of Committees of the Board

Composition of Audit Committee

As on March 31, 2026, the Audit Committee comprised four (4) members, of which three (3) were Independent Directors and one (1) was an Executive Director. During the year, four (4) Audit Committee meetings were held, the details of which are provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, Mr. Sachin Kumar Bhartiya ceased to be a member of the Audit Committee with effect from the close of business hours on February 8, 2026, and Mr. Bajrang Lal Bajaj was inducted as a member of the Audit Committee with effect from February 9, 2026. Further, Mr. Satish Kumar Gupta was designated as the Chairman of the Audit Committee, and Mr. Sanjay Saxena was designated as a member of the Audit Committee with effect from February 9, 2026.

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 and two (2) was Executive Directors. During the year under review, one (1) CSR Committee Meeting was held, details of which are provided in the Corporate Governance Report forming part of this Annual 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 forming part of this Annual Report.

During the year, all recommendations made by the committees were approved by the Board.

Corporate Social Responsibility (CSR)

Agriculture is the culture of our Country and we are nurturing the "Culture" by protecting the same. CSR is not just a particular program but is what your Company does every day, maximizing positive impact on society and thus helping people to be happier. Your Company undertakes several initiatives like the implementation of various education and training programs, the construction of schools, creating awareness among the masses about Water Conservation and Rainwater Harvesting. These are steps aimed at nurturing Agriculture and rural prosperity.

The detailed Annual Report on the Company's CSR activities pursuant to the Company's (Corporate Social Responsibility Policy) Rules, 2021 is given in Annexure "D" forming part of this Report.

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

Your Company has zero tolerance for Sexual Harassment of Women at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. Your Company has constituted an Internal Complaints Committee (ICC), to inquire into the complaints of Sexual Harassment and to recommend appropriate action. 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 details of complaints during the year are provided below:

Vigil Mechanism and Whistle Blower Policy

In compliance with the Section 177 of the Companies Act, 2013 and SEBI Listing Regulations, the Whistle Blower Policy has been implemented as a mechanism for employees to report concerns about unethical behavior or actual or suspected fraud of all kinds, including alleged fraud by or against the Company, abuse of authority, whether made by a named complainant or anonymously.

During the year under review the Company conducted an awareness session on the whistleblower mechanism, which included circulation of a detailed whistle blower template, communication to employees and external stakeholders, and display of posters across offices, factories and group head office.

All cases reported under the Whistleblower Policy are presented to and reviewed by the Audit Committee.

Risk Management

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 Management Committee, chaired by Mr. Rahul Dhanuka, Managing 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 and at present there are no risk which may threaten the existence of the Company.

Internal Financial Controls

The Audit Committee defines the scope and area of Internal Audit and periodically reviews the Internal Audit Plans and Internal Audit Reports. Based on Internal Audit Reports and

observations, appropriate corrective actions are suggested by the Audit Committee. During the Financial Year, Internal Audit was regularly carried out and no material weakness was observed. There are adequate Internal Financial controls with reference to the financial systems. Those are periodically reviewed by the Statutory Auditors and by the Management, Board and Committees thereof. 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.

Auditors

1. Statutory Auditors

M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants (FRN - 000756N) was appointed as the statutory auditors of the Company, to hold office for the second term of five consecutive years from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM of the Company, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The Audit Report of the Statutory Auditors on the Financial Statements of the Company for FY 2025-26 forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark, or disclaimer which require any explanation or comments by Board.

2. Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ranjeet Pandey & Associates, Company Secretaries has been appointed as the Secretarial Auditors of the Company by the Members of the Company at their 40th AGM of the Company held on August 1, 2025, in accordance with the provisions of the Act and SEBI Listing Regulations to conduct Secretarial Audit and issue the Secretarial Audit Report for a term of five (5) consecutive years from Financial Year commencing from April 1, 2025 to March 31, 2030.

The Report of the Secretarial Auditors for FY 2025-26 is enclosed as Annexure F which forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

3. 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. N Khandelwal & Co, Cost Accountants., being eligible to conduct Cost Audit relating to the business of the Company for the year ending March 31, 2027.

M/s. N Khandelwal & 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 the General Meeting for their ratification. Accordingly, a resolution for seeking Members' ratification for the remuneration payable to M/s. N Khandelwal & Co. is included in the Notice of the 41st AGM forming part of this Annual 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 / Central Government under Section 143(12) of the Act, details of which are required to be mentioned in this Report.

Web address for Annual Return

Status of Listing Fees

Listing Fees for the Financial Year 2026-27 have been duly paid to BSE and NSE, where the Company's shares are listed.

Secretarial Standards

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Measures for Conservation of Energy, Technology Absorption and details of Foreign Exchange Earnings and Outgo

Information as required u/s 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to measures for Conservation of Energy, Technology Absorption and details of Foreign Exchange Earning and Outgo forming part of this Report are given in Annexure "B" of this report.

Particulars of Employees and Remuneration

Maternity Benefit Act, 1961

The Company is in compliance of the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including all applicable obligations relating to maternity benefits for eligible employees.

Other disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

0 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.

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

0 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.

0 There has been no change in the nature of business of the Company as on the date of this Report.

0 No instance of one time settlement with any Bank or Financial Institution.

0 Neither the Managing Director nor the Whole-time Directors of the Company receive any salary or commission from any of the subsidiaries of the Company, as the Company doesnot have any subsidiary as on 31^st March, 2026.

0 There were no sweat equity shares and/ or issue of equity shares with differential rights as to dividend, voting or otherwise.

Acknowledgement:

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the Central Insecticides Board, Directorates of Agriculture, Gujarat, J&K, Rajasthan, other Government Agencies, Bankers, Shareholders, Dealers, Distributors, Vendors, U.S., European & Japanese MNCs and the Farming Community who have reposed their trust and confidence in the Company.