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Your Directors have pleasure in presenting the 38^th Annual Report of the Company together with the Audited Accounts for the year ended
March 31, 2025.

Operating Results:

Your Company's performance during the year as compared with that during the previous year is summarized below:

Performance Overview:

FY 2024-25 remained a challenging year, marked by erratic
monsoons, uneven rainfall, and subdued agri-input demand, which
slowed growth in the Retail Formulation business. The Technical
segment was impacted by global headwinds, including inventory
overhang, weak demand, and intense pricing pressure. Further,
curtailment of working capital lines in the second half constrained
raw material procurement and order execution, just as early signs
of recovery were emerging. Consequently, consolidated revenue
declined by 30% to ?124,256 lakhs (comparing to ?178,729 lakhs
in FY 2023-24), with a loss before exceptional items and taxes of
?14,883 lakhs and a net loss after tax of ?9,213 lakhs.

Transfer to Reserves:

The Company has not transferred any amount to the General
Reserve during the year under review.

Dividend & Dividend Distribution Policy:

The Directors have not recommended any dividend for the year
under review. As per Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'), the Company has
adopted a Dividend Distribution Policy and the same is available
on the website of the Company at https://naclind.com/wpcontent/
uploads/2025/02/Dividend-Distribution-Policv.pdf.

Domestic Markets:

NACL's domestic retail business remained focused on empowering
Indian farmers with sustainable and affordable crop protection
solutions. However, challenging market conditions adversely
impacted sales across categories.

During the southwest monsoon (June-September 2024), rainfall
was 108% of the long-period average (LPA). Yet, its uneven
distribution and prolonged dry spells disrupted cropping patterns
and affected demand. Similarly, while the northeast monsoon
(October-December 2024) was close to the LPA at the national
level, regional variations were significant. November witnessed
a sharp deficit, followed by excess rainfall in December, further
constraining recovery in several affected regions.

Amid these challenges, the Company continued its farmer-centric
approach, reinforcing field marketing programs and strengthening
channel relationships. Despite sustained efforts, domestic retail
sales for FY 2024-25 stood at ?64,185 lakhs.

Insecticides:

The insecticide segment came under pressure during the year,
primarily due to reduced cotton acreage caused by early-season
dry spells and lower chilli cultivation driven by weak commodity
prices. Despite these challenges, the segment reported revenue of
?38,190 lakhs, as against ?48,715 in the previous year. Insecticides
account for over 45% of India's agrochemical market, where NACL
continues to maintain a strong presence. Further strengthening
this position, the Company launched two new products, Speed and

Pyrakill, targeting major crops including fruits and vegetables, a
segment witnessing rising domestic demand.

The insecticide segment faced pressure due to reduced cotton
acreage from early-season dry spells and a decline in chilli
cultivation caused by low commodity prices. This led to sluggish
movement and revenue of ? 38,190 lakhs.

Herbicides:

The herbicide market continued its growth trajectory during
the year, with labour shortages further driving the adoption
of chemical weed control and integrated weed management
solutions. To address this demand, NACL introduced two new
products - Dash for paddy and Carpet for wheat, India's key
staple food crops. However, erratic rainfall patterns delayed the
sowing of major kharif crops, thereby narrowing the weed control
window and softening demand. As a result, the herbicide segment
recorded revenue of ?11,808 lakhs for the year under review, as
against ?16,445 lakhs in the previous year.

Fungicides:

The fungicide segment generated revenue of ?11,817 lakhs during
the year under review, as against ?5,16,809 lakhs in the previous
year, supported primarily by strong brands such as Oscar, Index,
andSivic. NACL continues to strengthen its technical support and
field services to help farmers maximise product benefits, with a
focus on driving sustainable, long-term growth in this category.

Plant Growth Regulators/Bio stimulants:

The segment achieved revenue of ?2,370 lakhs during the year
under review, as against ?3,926 lakhs in the previous year. NACL
continues to strengthen its innovation focus on developing next-
generation PGRs and Bio-stimulants that deliver both performance
and environmental benefits. Flagship products such as Atonik—a
unique CIBRC-approved formulation—and Gallant remain well-
recognised for their consistent quality and farmer trust.

International Market:

In 2024, the global crop protection industry witnessed a second
consecutive year of decline, primarily due to reduced consumption
arising from unfavorable weather conditions across Asia, Latin
America, and Europe's cereal-growing regions. This impact was
further compounded by lower agrochemical and commodity prices.
Industry estimates indicate a 7% decline in value, reducing the
market to USD 77 billion, with all regions experiencing a downturn.
The decline was around 7% in South America, the Middle East-
Africa, and Asia-Pacific, compared with 5.5% in North America and
5% in Europe. India's agrochemical exports also contracted by 3%
during the year, to USD 4.2 billion.

NACL continued to pursue its international growth strategy by
leveraging Key Accounts and Focus Markets as twin drivers.
Demand for select products showed signs of recovery in South
America, aided by destocking. Volumes of the key insecticide
Profenofos and the fungicide Tricyclazole from Key Accounts
rebounded to normal levels after two years of subdued demand.
In Focus Markets, efforts were directed at expanding the technical
business into markets such as Vietnam while sustaining the
formulation business in Africa.

Despite these positive developments, FY 2024-25 remained
challenging, with international sales revenue contracting to
?30,956 lakhs as against ?40,992 lakhs in the previous year. The
decline was primarily due to a steep fall in both price and volume of

the high-value product Propiconazole across markets, the absence
of a Flucarbazone campaign, pricing pressures in focus markets,
and certain internal challenges.

Looking ahead, the business remains confident of future growth,
driven by its dual strategy. Plans include introducing new active
ingredients and intermediates to Key Accounts, while scaling
up volumes in Focus Markets through increased registrations of
generic and differentiated formulations.

Plant Operations:

The Srikakulam technical plant achieved an annual production of
9,392 MT during the year under review, compared to 7,275 MT
in the previous year. The decline in output was primarily due to
subdued demand for various Active Ingredients (Als), despite
productivity improvements in recent years. The plant continued to
implement initiatives in energy conservation, effluent reduction,
and cost savings, with the Zero Liquid Discharge facility operating
efficiently throughout the year.

The Ethakota formulation unit recorded production of 23,783
MT/KL, 28% lower than the previous year's 33,096 MT/KL. The
unit has been undertaking various initiatives for debottlenecking,
productivity enhancement, safety, and quality improvements.

Safety, quality, efficiency enhancement, and waste reduction
remain the paramount themes across all manufacturing facilities.
Both units have fostered a positive working environment, leading
to improved productivity and stronger engagement at all levels.

Credit Rating:

The CRISIL Ratings Limited (CRISIIL) vide the letter dated February
19, 2025 has assigned the rating for the Long-Term Bank facilities
and Short-Term Bank facilities of the Company, the details of which
are given herein below:

a) Long-term Bank facilities: CRISIL BB /Negative (Downgraded
from CRISIL BBB-/Negative); and

b) Short-term Bank facilities: CRISIL A4 (Downgraded from
CRISIL A3).

Fire Insurance Claim

With reference to the appeal filed by M/s. Oriental Insurance
Company Limited ("OIC"/"Insurance Company") before the
Hon'ble High Court of Delhi against the Arbitration Award, it may
be noted that the appeal was disposed off in favor of the Company.
Pending final disposal of the said appeal, the Company had filed
execution petitions before the Hon'ble High Court of Delhi seeking
deposit of the awarded amounts, being ?1,649 lakhs (including
interest) under the Material Damage (MD) Policy and ?1,277 lakhs
(including interest) under the Business Interruption Policy.

Pursuant to these petitions, the Hon'ble High Court of Delhi, vide
its orders dated March 19, 2021 and April 9, 2021, directed the
Insurance Company to deposit the awarded amounts together
with applicable interest with the Court. During FY 2021-22, the
said amounts were released by the Court in favour of the Company
upon submission of an equivalent bank guarantee.

Subsequently, during the year under review, the Hon'ble High Court
of Delhi, vide its order dated February 13, 2025, dismissed the
appeal filed by the Insurance Company and upheld the Arbitration
Award in favour of the Company. Pursuant to this favourable ruling,
the Company has recognized the award amount of ?2,926 lakhs

(already received in earlier years) as Exceptional Income for the
financial year ended March 31, 2025.

Subsidiary Companies:

A) NACL Spec-Chem Limited ('NSCL'), India:

After successfully commissioning and commercializing the
first phase of its project with a capacity of 6,000 MTPA during
the previous year, NSCL continued its efforts to maximize
capacity utilization. The plant has been operating effectively
and producing its intended products and capacity; however,
the benefits of full-scale operations are yet to be realized.

The total revenue from operations of the Company for the
year ended March 31, 2025, stood at ?9,644 lakhs as against
?17,848 lakhs in the previous year. The Company reported a
loss after tax of ?1,844 lakhs, compared to a loss of ?1,243
lakhs in the previous year.

During the year under review, NSCL was conferred the
prestigious Gold 5S Award by the Quality Circle Forum
of India (QCFI), Vadodara under the category of Business
Responsibility, Sustainability Reporting, and Environmental,
Social & Governance (ESG), in January 2025.

B) NACL Multichem Private Limited ('NMPL'),
India:

After successfully commissioning a new production line for
powder-form nutrients in the previous year, the Company
launched and commercialized advanced formulations of
Zinc HEDP and Iron HEDP, which received encouraging
market response. These product introductions, coupled
with the successful onboarding of new customers, are likely
to strengthen NMPL's market presence and position it as a
reliable provider of high-quality, technology-driven solutions
for modern agriculture.

For the year ended March 31, 2025, the Company recorded
total revenue from operations of ?9 lakhs as against ?2 lakhs
in the previous year and reported a loss after tax of ?57 lakhs
as compared to a loss of ?1 lakh in the previous year.

C) LR Research Laboratories Private Limited
('LRRLPL'), India:

The total revenue of the LRRPL for the year ended March 31,
2025 was continue to be Nil.

D) Nagarjuna Agrichem (Australia) Pty
Limited ('NAAPL'), Australia

NAAPL was established to hold local registrations on behalf
of the Company to facilitate product sales in Australia. For
the year ended March 31, 2025, the Company reported total
revenue of ?12 lakhs, which was at the same level as the
previous year. The profit after tax stood at Nil, as against ?3
lakhs in the previous year.

E) NACL Industries (Nigeria) Limited
('NINL'), Nigeria:

NINL, incorporated on January 13, 2023, is a wholly-owned
subsidiary of the Company. The entity was set up primarily
to obtain and hold local registrations in Nigeria, enabling the
Company to market and distribute its products in the region.
These registrations are issued by the respective government
authorities only to entities incorporated within the country.

F) NACL Agri-Solutions Private Limited
('NASPL'), India:

After successfully executing its strategy of diversifying into
liquid nutrients, the Company strengthened its product
portfolio in the agricultural sector. The advanced formulation
of Zinc Oxide SC, launched and marketed during the year, has
gained strong traction in the market, earning recognition for
its superior quality and proven effectiveness.

In addition, the Company developed and commercialized
advanced formulations of Boron Ethanolamine and
Concentrated Liquid Calcium. These product introductions,
now firmly established in the portfolio, underscore NASPL's
commitment to continuous innovation and its ability to
translate R&D capabilities into tangible market offerings.
Through these initiatives, NASPL has not only expanded its
range of high-quality solutions for modern agriculture but
also broadened its customer base, thereby consolidating
its market presence and reinforcing its position as a trusted
partner to the farming community.

For the year ended March 31, 2025, the Company reported
total revenue from operations of ?71 Lakhs, as against ?2
Lakhs in the previous year, and a profit after tax of ?5 Lakhs,
compared to ?2 Lakhs in the previous year.

Acquisition of majority stake by
M/s.Coromandel International Limited:

With reference to the proposal for sale of the majority stake of the
Company by the Promoters, the Board of Directors, at its meeting
held on March 12, 2025, approved the execution of a Share Purchase
Agreement ("Promoter SPA") with M/s.Coromandel International
Limited ("Acquirer"), KLR Products Limited ("Promoter Seller"),
Mrs. K. Lakshmi Raju, and Bright Town Investment Advisor Private
Limited (individually a "Promoter" and collectively, the "Promoter
Group"). Under the Promoter SPA, the Acquirer agreed to acquire
10,68,96,146 equity shares of the Company, representing 53.13%
of the paid-up equity share capital ("Promoter SPA Shares"),
from the Promoter Sellers (the "Promoter Sale Transaction"). The
consummation of this transaction is subject to receipt of applicable
governmental and statutory approvals, along with the fulfilment of
other conditions precedent under the Promoter SPA.

Further, (a) Krishi Rasayan Exports Private Limited ("Investor
Shareholder Seller 1"/"Tag Holder Seller 1"), and (b) Agro
Life Science Corporation, a partnership firm represented by
its partners, Mr. Rajesh Kumar Agarwal and Mr. Atul Churiwal
("Investor Shareholder Seller 2"/"Tag Holder Seller 2"), (together,
the "Investor Shareholder Sellers"), have also entered into separate
Share Purchase Agreements dated March 12, 2025 (collectively, the
"Investor Shareholder Seller SPAs"), with the Acquirer for the sale
of 5,500 equity shares each, aggregating to 11,000 equity shares
of the Company (the "Investor Shareholder Seller Sale Shares").

These transactions collectively would result in a change in
control of the Company. In accordance with the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI SAST
Regulations"), a Detailed Public Statement was issued on March
20, 2025, followed by the filing of the Draft Letter of Offer ("DLoF")
with SEBI on March 27, 2025.

In this regard, the Competition Commission of India (CCI), vide its
letter dated July 01, 2025, accorded its approval for the aforesaid
transactions. Subsequently, in compliance with the SEBI SAST
Regulations, the Independent Directors' Committee (IDC) of the
Company met on July 30, 2025, to provide its recommendations

on the Open Offer and the proposed transaction. Thereafter, SEBI,
vide its letter dated August 05, 2025, issued its final comments on
the Draft Letter of Offer (DLoF) filed in connection with the Open
Offer made by the Acquirer.

As on the date of this Report, the acquisition process and
consummation of the sale transaction are in progress, with due
adherence to all legal, regulatory, and contractual obligations in
coordination with the Acquirer and other Stakeholders.

New Products Launched:

The Company has successfully commercialized manufacturing the
following new Formulations namely:

Research & Development:

The Company's state-of-the-art R&D Centre at Shadnagar,
near Hyderabad, continues to be a hub of innovation, driving
product development and process improvement in line with the
Government of India's 'Make in India' initiative. The Centre is
actively engaged in the development of the processes for several
active ingredients, intermediates, and formulations, which are at
different stages of progress.

During the year under review,the processes for four technical
products were successfully developed, of which two have been
commercialised while the other two have advanced to the pilot
stage. In addition, a pipeline of niche generic molecules is under
development for future commercialisation. R&D efforts have also
resulted in cost reduction for four regularly manufactured technical
products. On the intermediate front, commercial-scale batches of
select intermediates were executed for a multinational company,
with another project in progress.

The Centre has also developed the process for four fluorine-
containing molecules, several of which are moving into the
commercialisation phase. Process innovation has led to the
discovery of new methodologies, resulting in the filing of two
provisional patents.

The Company's R&D facilities at Hyderabad, along with the Quality
Control Laboratories at Srikakulam and Ethakota, have achieved
significant milestones, including:

• ISO 17025:2017 Certificate of Accreditation from the National
Accreditation Board for Testing and Calibration Laboratories
(NABL);

• Integrated Management System (IMS) certification (ISO
9001, ISO 14001 & ISO 45001) from SGS;

• Recognition by the Department of Scientific and Industrial
Research (DSIR), Government of India.

One of the core focus areas has been the development and
registration of novel formulations. Three solo formulations have
been successfully commercialised, while two two-way mixture
formulations are ready for launch. Continuous improvement
efforts are also underway to reduce formulation manufacturing
costs.

The Good Laboratory Practice (GLP) certification awarded in
2021 has enabled the R&D Centre to conduct studies supporting
global registrations, particularly in Africa and Southeast Asia. This
certification was renewed in 2024 and remains valid until 2027.
The GLP division has also extended services to external clients,
contributing to revenues, while playing a vital role in facilitating
both domestic and international registrations through extensive
testing and documentation.

During the year under review, the Company secured 33 new
registrations in India and 17 across eight International markets,
taking the overall portfolio to 553 registrations in India and 137
in overseas markets. In parallel, 14 new patent applications were
filed, reinforcing NACL's innovation pipeline and strengthening its
intellectual property portfolio.

Environment Protection:

Your Company continues to maintain high standards in
environmental management with its manufacturing facilities
operating well within stipulated norms due to the efficient running
of the Zero Liquid Discharge (ZLD) facilities in Srikakulam and
Ethakota. Srikakulam manufacturing site has an online effluent and
emission monitoring devices that continuously upload the data to
Pollution Control Board website. These sites have also increased
plantation area within the factory premises.

Your Company continues to enjoy the certifications ISO 9001:2015
(Quality Management), ISO 14001:2015 (Environmental
Management), and ISO 45001:2018 (Occupational Health and
Safety Management) standards, accredited for its proven standards
covering in the areas of Quality, Environment, Safety and Health
Management Systems respectively. Both Srikakulam and Ethakota
Units are accredited by National Accreditation Board for Testing
and Calibration of Laboratories (NABL).

Responsible Care (RC):

Your Company has effectively implemented the Responsible Care
(RC) 7 Codes of Management Practices across all its sites and
has been successfully recertified with the RC Logo by the Indian
Chemical Council (ICC) for a further period of three years. This
recertification reaffirms the Company's unwavering commitment
to the principles of safety, health, environmental stewardship, and
sustainable management of chemicals and processes.

Energy Efficiency and Emission Reduction:

During the year under review, the Company undertook several
initiatives to strengthen its focus on sustainability, energy efficiency,
and workplace safety. At both the Ethakota and Srikakulam
manufacturing sites, significant progress was achieved in adopting
energy-efficient technologies, resulting in reduced operational
costs and a marked decline in carbon emissions.

The Company also advanced its safety culture through the
introduction of Process Safety Management (PSM), aligning
OSHA's 14 elements with the Indian Chemical Council's (ICC)
Responsible Care (RC) 20 elements at the Srikakulam and Spec-
Chem Dahej sites. Further, a Behaviour-Based Safety (BBS) program

has been rolled out to encourage proactive safety awareness and
accountability among employees.

To foster awareness and engagement, various programs such
as National Safety Week, World Environment Day, Fire Service
Day, and Electrical Safety Week were organized across all
locations. Recognition initiatives, including Suraksha Sammelan
at Srikakulam, Suraksha Yojana at Dahej, and the Safety Monthly
Star Program, were introduced to acknowledge best practices and
inspire continuous improvement.

The Company remained fully compliant with all statutory
requirements during the year. Expansion-related approvals are
under progress with the Central Pollution Control Board (CPCB)
and the respective State Pollution Control Boards (SPCBs) for both
the Srikakulam and Dahej facilities. Additionally, Quality Circles
were established at manufacturing units to promote employee-
driven innovation and operational excellence.

Water Conservation and Reuse:

Our commitment to responsible water usage is evident through the
implementation of water harvesting systems at all sites. Rainwater
is efficiently collected and stored for reuse in our plantation and
utility needs.

Health and Safety:

The Company continued to strengthen its commitment to health,
safety, and sustainability through various initiatives during
the year. The EHS and Sustainability team actively organized
awareness programs such as National Safety Week, World
Environment Day, Fire Service Week, and Electrical Safety Week
across all manufacturing locations, fostering a culture of safety and
responsibility. Employees were encouraged to stay informed and
engaged through EHS newsletters, safety flashes, safety contacts,
and cautionary notes, ensuring regular communication on critical
safety matters.

To further reinforce a safety-first culture, initiatives such as
Suraksha Sammelan and the Safety Monthly Star Program were
introduced to recognize and reward best practices across all sites.
These programs not only celebrated employee contributions but
also encouraged continuous improvement in safety performance.

Through these collective measures, your Company has
demonstrated its unwavering dedication to operational integrity,
employee well-being, environmental sustainability, and workplace
safety, thereby reaffirming its position as a responsible and trusted
industry leader.

Share Capital:

During the year under review, your Company has allotted 21,500
fully paid equity shares, under Nagarjuna Agrichem Ltd., Employee
Stock Option Scheme-2015 and 2,88,333 fully paid equity shares
under NACL Employee Stock Option Scheme- 2020, upon exercise
of Stock Option by the Eligible Employees of the Company under
the respective ESOS Schemes and 17,24,137 shares has allotted
under Preferential issue to M/s EQ India Fund under Non-Promoter
Category and these shares were duly admitted for trading on the
Stock Exchange(s). The equity shares issued pursuant to the above
Employee Stock Option Schemes and Equity shares issued under
Preferential allotment ranks pari- passu with the existing equity
shares of the Company.

Subsequent to the above allotments, the paid up capital of your
Company stand increased from ? 19,91,69,177/- (comprising of

19,91,69,177 fully paid up equity shares of ? 1/- per equity share)
to ? 20,12,03,147/- (comprising of 20,12,03,147 fully paid up
equity shares of ? 1/- per equity share).

Employee Stock Option Scheme:

The Company has the aforesaid two stock option ie. ESOS-2015
Scheme and ESOS-2020. Both the Schemes are in compliance
with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

a) ESOS 2015 Scheme:

During the year under review, the Company allotted 21,500
fully paid equity shares to eligible employees upon exercise
of vested stock options granted under the existing Employee
Stock Option Scheme. With this allotment, no further stock
options remain to be granted, vested, or exercised under the
said Scheme, and accordingly, the Scheme stands formally
closed.

b) ESOS 2020 Scheme:

During the year under review, the Company has granted
3,70,000 stock options under ESOS-2020 Scheme to the
Eligible Employees. Each option would entitle the holders of
the option to apply for one equity share of the Company.

The Company has allotted 2,88,333 fully paid equity shares to the
Eligible Employees upon exercise of the vested stock options.

In compliance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021, a certificate from the Secretarial Auditor of the Company
confirming that the ESOS-2015 Scheme and ESOS 2020 Scheme
are being implemented in accordance with the Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and the resolutions passed by the
Members, will be placed at the ensuing Annual General Meeting.
The details required under Rule 12(9) of Companies (Share Capital
and Debentures) Rules, 2014 and the disclosure required to be
made under Regulation 14 of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 with regard to the ESOS-
2015 & ESOS-2020 is available on our Company Website i.e. www.
naclind.com.

Material Changes and Commitments:

Except the changed specifically described in this report, there
have been no material changes and commitments affecting the
financial position of the Company, which have occurred between
the end of the financial year of the Company to which the financial
statements relate and the date of the report.

Subsidiary and Associate Companies and
Consolidation of Financial Statements:

Pursuant to the requirements of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Companies Act,
2013 ("the Act"), and the applicable Indian Accounting Standards
(Ind AS 110 - Consolidated Financial Statements), the Audited
Consolidated Financial Statements of the Company for the
year ended March 31, 2025, form part of this Annual Report.
The Consolidated Financial Statements have been prepared
by incorporating the financial statements of its wholly-owned
subsidiaries M/s. NACL Spec-Chem Limited, M/s.NACL Multichem
Private Limited, M/s.LR Research Laboratories Private Limited,
M/s.NACL Industries (Nigeria) Limited, M/s.Nagarjuna Agrichem

(Australia) Pty Ltd and M/s.NACL Agri-Solutions Private Limited on
a line-by-line basis. Further, the investment in Nasense Labs Private
Limited, an Associate Company, has been accounted for under
the equity method in accordance with Ind AS 28 - Investments in
Associates and Joint Ventures.

The Statement containing the salient features of the financial
performance of Subsidiaries and Associate, in the prescribed
format Form AOC-1, is attached as Annexure - I to this Report.

During the year under review, no company became or ceased
to be a Subsidiary, Joint Venture, or Associate Company of NACL
Industries Limited. There has also been no material change in the
nature of business of the aforesaid Subsidiaries and Associate
Company. Further, the Company does not have any Subsidiary that
qualifies as a material subsidiary under the Listing Regulations.

In accordance with Section 136(1) of the Act read with Regulation
46 of the Listing Regulations, the following documents are made
available on the Company's website at www.naclind.com:

a) The Annual Report of the Company containing its Standalone
and Consolidated Financial Statements; and

b) The Annual Accounts of each of the Subsidiary Companies.

Internal Financial Control Systems and their
adequacy:

The Company has in place adequate internal financial controls
commensurate with the size and complexity of its operations.
During the year, such controls were tested and no reportable
material weakness in the design or operations were observed.
The Company has policies and procedure in place for ensuring
proper and efficient conduct of its business, the safeguarding of
its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of accounting records and the timely
preparation of reliable financial information.

The Company has adopted accounting policies which are in line
with the Indian Accounting Standards and the Act. These are in
accordance with generally accepted accounting principles in India.
Changes in policies, if required, are made in consultation with the
Auditors and are approved by the Audit Committee.

The Company's internal audit systems are geared towards ensuring
adequate internal controls commensurate with the size and needs
of the business, with the objective of efficient conduct of operations
through adherence to the Company's policies, identifying areas of
improvement, evaluating the reliability of financial statements,
ensuring compliances with applicable laws and regulations and
safeguarding of assets from unauthorized use.

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
work performed 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 and Committees
including the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate and effective
during the financial year 2024-25.

Auditors:

a) Statutory Auditor and Audit Reports:

M/s. BSR and Co. Chartered Accountants, (Firm Registration
No. 128510W), Chartered Accountants, were appointed as
Statutory Auditors of the Company at the 35^th Annual General
Meeting held on September 29, 2022 for a period of 5 years
commencing form the conclusion of 35^th Annual General
Meeting till the conclusion of 40^th Annual General Meeting
to be held in the year 2027. The firm has consented and
confirmed that the appointment is within the limit specified
under section 141(3)(g) of the Companies Act, 2013. The
Statutory Auditors have also confirmed that they are not
disqualified to be appointed as such in terms of the proviso
to section 139(1), 141(2) and 141(3) of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014.

The Audit Report of BSR and Co on the Financial Statements
of the Company for the Financial Year 2022-23 is a part of
Annual Report. The notes on the financial statement referred
to in the Auditors Report are self-explanatory and do not
call for any further comments. There are no qualifications,
reservations, adverse remarks or disclaimers by the statutory
auditors in their report.

b) Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, the
Board of Directors of the Company, on the recommendation
of the Audit Committee appointed M/s. K. Narasimha
Murthy & Co., Cost Accountants, Hyderabad to conduct
cost audits relating to Insecticides (Technical Grade and
Formulations), of the Company for the year ended March 31,
2026. The Company has received their written consent that
the appointment will be in accordance with the applicable
provisions of the Act, and rules framed thereunder. Pursuant
to the provisions of Section 148 of the Act read with Rules
made thereunder, members are requested to consider the
ratification of the remuneration of ? 8 Lakhs payable to
M/s. K. Narasimha Murthy & Co., Cost Accountants,
Hyderabad, for the financial year 2025-26.

Your Company is maintaining all the cost records referred
above and M/s. K. Narasimha Murthy & Co., Cost Auditors,
have issued a cost audit report for FY 2025 which does not
contain any qualification, reservation or adverse remarks and
the same report were duly filed with the Central Government.

c) Internal Auditor:

The Board of Directors of the Company has appointed
M/s. M.Bhaskara Rao & Co., Chartered Accountants,
Hyderabad, as Internal Auditors to conduct internal audit of
the Company for the financial year ended March 31, 2025
and their reports are reviewed by the Audit Committee from
time to time. The Internal Auditors monitor and evaluate
the efficiency of the internal control system of the Company,
its compliance with applicable laws/regulations, accounting
procedure and policies. Based on the reports of the Internal
Auditor, corrective actions will be undertaken, thereby
strengthening the controls. Significant audit observations
and action plans were presented to the Audit Committee of
the Board on a quarterly basis.

The Board of Directors, based on the recommendation of the
Audit Committee, has re-appointed M/s. M. Bhaskara Rao &
Co., Chartered Accountants, Hyderabad, as Internal Auditors
for the first two quarters of the Financial Year 2025-26.

d) Secretarial Auditor and Secretarial Audit
Report:

Pursuant to Section 204 of the Act read with the Rule 9 of
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed M/s. B S S
& Associates, Company Secretaries, to carry out secretarial
audit in terms of the Act for the financial year 2024-25. The
secretarial audit report for the FY 2024-25 issued by M/s.B S

5 & Associates, Practicing Company Secretary in form MR-3
is enclosed to this report as Annexure - II and the Secretarial
Audit Report does not contain any qualification, reservation,
adverse remark, or disclaimer, except for the three remarks/
observations specifically highlighted (in bold and italics) in
the concerned paragraph of MR-3 (2^nd page), in respect of
which the first item has been settled through the payment
of the prescribe penalty and the other matters have since
been duly noted/addressed. Pursuant to Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has obtained the Annual
Secretarial Compliance Report from M/s. B S S & Associates
and submitted the same to the stock exchange where shares
of the Company are listed.

Further, the Board of Directors, at its meeting held on August
07, 2025, approved the appointment of M/s. R. Sridharan

6 Associates, Practicing Company Secretaries, as the
Secretarial Auditors of the Company for a period of five years,
commencing from the conclusion of the ensuing Annual
General Meeting and continuing until the conclusion of the
Annual General Meeting to be held in the financial year 2030.

Board, Committees of the Board and Other
information:

a) Directors:

The Company's Board comprises 11 (Eleven) Directors, out of
which 2 (Two) are Non-Executive, Non-Independent Directors
(NEDs), including 1 (one) Woman Director. Out of the
remaining Directors, 6 (Six) are Non-Executive, Independent
Directors, including 2 (Two) Woman Independent Director,
2 (Two) are Investor Nominee Directors, and 1 (One) is an
Executive Director. However, during the year under review,
the following Directors ceased to be on the Board of the
Company:

1) Mr. N. Vijayaraghavan, Independent Director (Resigned
effective August 16, 2024).

2) Mr. C. V. Rajulu, Non-Executive & Non-Independent

Director (Resigned effective March 12, 2025).

3) Mr. M. Pavan Kumar, Managing Director & CEO
(Resigned effective March 12, 2025).

b) Board Meeting:

During the financial year 2024-25, 11 (Eleven) meetings
of the Board were held. The details of these meetings are
provided in the Corporate Governance Report, which forms
part of this Annual Report. The Company complied with the
provisions of the Act and the Listing Regulations with respect
to the prescribed time gap between two meetings.

c) Independent Directors and their
declaration of Independence:

In terms of Sections 149, 152, Schedule IV and all other
applicable provisions of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors)
Rules, 2014 (including any statutory amendment(s),
modification(s) or re-enactment thereof for the time being
in force), the Independent Director can hold office for a term
of up to five (5) consecutive years on the Board of Directors
of the Company and shall not be liable to retire by rotation.

All the Independent Directors have given a declaration that
they meet the criteria of independence laid down under
Section 149(6) of the Act read with Regulation 16(b) of Listing
Regulations.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs.

d) Familiarization Programme for the
Independent Directors:

In compliance with the requirement of Listing Regulations,
the Company has put in place a familiarization programme
for the Independent Directors to familiarize them with their
role, rights and responsibility as Directors, the working of
the Company, nature of the industry in which the Company
operates, business model etc. The same is available on the
website of the Company i.e., www.naclind.com.

Through the Familiarization programme, the Company
apprises the Independent Directors about the business
model, corporate strategy, business plans and operations
of the Company. These Directors are also informed about
the financial performance, annual budgets, internal control
system, statutory compliances etc. They are also familiarized
with Company's vision, core values, ethics and corporate
governance practices.

At the time of appointment of Independent Director,
necessary information including various documents such as
the information about Company, Memorandum and Articles
of Association, Annual Reports for previous 2 years, Investor
Presentations and recent Media Releases, Brochures,
Organization policies are provided. Further, a formal letter
of appointment has also given, explaining fiduciary duties,
roles, responsibility and the accompanying liabilities that
come with the appointment as an Independent Director of
the Company.

On an on-going basis, periodic presentations are made at
the Board and Committee meetings, on the performance
updates of the Company, Industry scenario, business strategy,
internal control and risks involved and mitigation plan. The
Directors are also provided with quarterly update on relevant
statutory changes, judicial pronouncements and important
amendments.

e) Evaluation of performance of the Board of
Directors:

Pursuant to the provisions of the Act, and Listing Regulations,
the Board has carried out the evaluation of its own performance
and Committees of the Board, the performances of Directors
individually, the Executive Director, the Chairperson of the
Board etc. Various parameters under the guidance note
issued by the Institute of Company Secretaries of India and
SEBI, were considered for evaluation and after receiving
the inputs from the Directors, the performance evaluation
exercise was carried out. The parameters include attendance
of Directors at Board and Committee meetings, integrity,
credibility, expertise and trustworthiness of Directors, Board's
monitoring of various compliances, laying down and effective
implementation of various policies, level of engagement and
contribution of the Directors, safeguarding the interest of all
stakeholders etc. The performance evaluation of the Board
as a whole was carried out by the Independent Directors.
The performance evaluation of each Independent Director
was carried out by the Board. The Directors expressed their
satisfaction with the evaluation process.

In a separate meeting, the Independent Directors evaluated
the performance of the Non-Independent Directors and
performance of the Board as a whole. They also evaluated
the performance of the Chairperson taking into account the
views of Executive Director and Non-Executive Director.

f) Audit Committee:

The Audit Committee comprising of Mr. Santanu Mukherjee
as the Chairman and Mr. Sudhakar Kudva and Mr.N.Sambasiva
Rao as the members. The details about the Audit Committee
including the brief description of its terms of reference and
number of meetings held during the year are mentioned
in the Corporate Governance Report. There have been no
instances during the year when recommendations of the
Audit Committee were not accepted by the Board.

g) Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) and 134(5) of the Act, the
Board of Directors, to the best of their knowledge and ability,
confirm that:

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

b) it has selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at
March 31, 2025 and of the Profit/Loss of the Company
for the year ended on that date;

c) it has 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;

d) it has prepared the Annual Accounts of the Company on
a 'going concern' basis;

e) it has laid down internal financial controls to be followed
by the Company and that such internal financial controls
are adequate and were operating effectively; and

f) it has devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

h) Key Managerial Personnel:

In terms of Section 203 of the Companies Act, 2013, the
following officials are the Key Managerial Personnel (KMP) of
the Company:

i) Mr. G Veera Bhadram - Whole-time Director
(Effective March 12, 2025)

ii) Mr. Anish T. Mathew - Chief Financial Officer
(Effective December 13, 2024)

iii) Mr. Satish Kumar Subudhi - Sr. Vice President -
Legal & Company Secretary

During the year under review, the following changes took
place in the Key Managerial Personnel of the Company:

1) Mr. R. K. S. Prasad, Chief Financial Officer, retired from
his position with effect from December 13, 2024. The
Board, on the recommendation of the Audit Committee,
appointed Mr. Anish T. Mathew as the Chief Financial
Officer of the Company with effect from December 13,

2024.

2) Mr. M. Pavan Kumar stepped down from the position
of Managing Director & CEO of the Company.
Subsequently, the Board appointed Mr. G. V. Bhadram
as a Whole-Time Director with effect from March 12,

2025.

i) Termination of agreements:

The Company had earlier entered into a Consultancy
Agreement with Mr. C. V. Rajulu, who resigned as a Non¬
Executive, Non-Independent Director w.e.f March 12, 2025,
and a Business Advisory Agreement with Mr. Raj Kaul, who
resigned as a Non-Executive, Non-Independent Director
w.e.f August 08, 2025. The said agreements remained
effective till June 23, 2025 (in the case of Mr. C. V. Rajulu) and
May 31, 2025 (in the case of Mr. Raj Kaul), respectively, and
have since been terminated.

j) Meeting of Independent Directors:

The details on the separate meeting of the Independent
Directors are reported in the Report on Corporate
Governance.

Criteria for selection of candidates for appointment as
Directors, Key Managerial Personnel and Senior Management
Personnel.

Your Company has laid down well-defined criteria for the
selection of candidates for appointment as Directors, Key
Managerial Personnel and Senior Management Personnel.
The details of the same forming part of Company's
Nomination and Remuneration Policy are available at the
Company's website at www.naclind.com.

Criteria for making payment to Non-Executive Directors of
the Company.

Your Company has laid down well-defined criteria for making
payment to Non-Executive Directors of the Company. The
details of the same are available at the Company's website at
www.naclind.com.

Corporate Social Responsibility:

Corporate Social Responsibility (CSR) has been an integral part
of your Company's culture and it has been associated, directly
or indirectly, for contributing towards society's development.
For the year under review, the company carried out several CSR
activities in the areas/villages surrounding the factories of the
Company. Such activities includes RO Water Supply to surrounding
Villages, Village & Community Development, Scholarships to
Merit students, contribution to Vidhya Volunteer Scheme, street
lightning and bore-well maintenance, development of school
facilities, community centers and bus shelters in the surrounding
villages of the factories, providing medical services and vocational
courses and conducting various medical camps, etc. These
projects are largely covered under Schedule VII of the Companies
Act, 2013 ('Act').

In accordance with the CSR provisions in the Act, the Company
has formed a CSR Committee and the CSR Policy is in conformity
with the provisions of the Act. The CSR Policy can be accessed on
the Company's website at http://www.naclind.com. The Annual
Report of CSR activities are annexed herewith as Annexure - III and
forming part of this Report.

Change in the nature of business:

There is no change in the nature of business of the Company.

Significant and Material Orders passed by the
Regulators or Courts:

During the year, the Company has not received any significant
and material orders passed from Regulators or Courts or Tribunals
impacting the going concern status and the Company's operations
in future.

Particulars of Loans, Guarantees or
Investments under Section 186:

The Company makes investments or extends loans/guarantees to
its wholly-owned subsidiaries for their business purposes.

Details of loans, guarantees and investments covered under
Section 186 of the Act, along with the purpose for which such
loan or guarantee was proposed to be utilized by the recipient,
form part of the notes to the financial statements provided in this
Annual Report.

Extracts of Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Act read with Rule
12 of the Companies (Management and Administration) Rules,
2014 the extract of the Annual Return of the Company is available
on the website of the Company at www.naclind.com.

Risk Management Policy:

Pursuant to the provisions of Section 134, and other applicable
provisions if any, of the Act and Listing Regulations, the Company
constituted the Risk Management Committee and framed Risk
Management Policy, which inter-alia covers implementation and
monitoring of the risk management plan for the Company. The
Committee is responsible for reviewing the risk management
plan and ensuring its effectiveness. The details about Committee
including the brief description of its terms of reference are given
in the Corporate Governance Report. Major risks identified by the
businesses and functions are systematically addressed through
mitigating actions on a continuing basis.

Related Party Transactions:

All the related party transactions are entered into during the
financial year were on arm's length basis and in the ordinary
course of Company's business and are in compliance with
the applicable provisions of the and Regulation 23 of Listing
Regulations. The Company has not entered into any contract,
arrangement or transactions with any related party which could be
considered as material within the meaning of Regulation 23 of the
Listing Regulations. Related Party Transactions (RPTs) under IndAS
(Indian Accounting Standards)-24 are disclosed in the notes to the
financial statement.

Necessary disclosures and the statement of all related party
transactions are presented before the Audit Committee and the
Board of Directors on a quarterly basis specifying the nature, value
and terms and conditions of the transactions. All Related Party
Transactions are approved by the Audit Committee and omnibus
approval is obtained for the transactions which are foreseen and
repetitive in nature. The transactions entered into pursuant to the
omnibus approval so granted are reviewed on a quarterly basis by
the Audit Committee.

The Related Party Transactions Policy as approved by the Board
is uploaded on the Company's website www.naclind.com. The
details of the transactions with Related Parties are provided in the
accompanying financial statements.

Vigil Mechanism/Whistle Blower Policy:

The Company has implemented Whistle Blower Policy to deal with
any fraud, irregularity or mismanagement in the Company. The
policy enables any employee or Director to directly communicate
to the Chairman of the Audit Committee to report any fraud,
irregularity or mismanagement in the Company. The policy ensures
strict confidentiality while dealing with concerns and also that no
discrimination or victimization is meted out to any whistleblower.
The Whistle Blower Policy as approved by the Board is uploaded on
the Company's website www.naclind.com. During the year under
review, your Company has not received any complaints under the
said policy of the Company. It is affirmed that no personnel of the
Company has been denied access to the Audit Committee.

Nomination and Remuneration Policy:

Pursuant to Section 178(3) of the Act, the Company has adopted
a policy on Nomination and Remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel. The
Nomination and Remuneration Committee (NRC) has formulated
the criteria for determining qualification, positive attributes and
independence of Directors in terms of provisions of Section 178(3)
of the Act and as Listing Regulations. The details about Committee
including the brief description of its terms of reference are given in
the Corporate Governance Report.

Corporate Governance:

In compliance with Regulation 34 read with Para-C of Schedule V
of Listing Regulations, a separate report on Corporate Governance
has been included in this Annual Report together with the Auditor's
Certificate confirming compliance of the Corporate Governance
as stipulated under the said Regulations. All the Board members
and the Senior Management Personnel have affirmed compliance
with the Companies "Code of Conduct for Board and Senior
Management Personnel" for the financial year 2024-25.

A certificate signed by the Whole Time Director and Chief Financial
Officer (CFO) certifying the financial statements and other matters
as required under Regulation 17(8) of the Listing Regulations,
forms part of this Annual Report.

Management Discussion and Analysis Report
and Business Responsibility Report:

Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 16(b) of the Listing
Regulations, is presented in a separate section forming part of this
Annual Report. A Business Responsibility and Sustainability Report
containing the requisite details under Regulation 34 of the Listing
Regulations has been included in this Annual Report.

Prevention of Sexual Harassment of Women at
workplace:

The Company has zero tolerance towards sexual harassment at
the workplace and has adopted a Policy for Prevention of Sexual
Harassment in line with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act"). The Policy, which is gender-neutral, ensures a safe
and enabling work environment, free from any form of harassment
or discrimination.

The Policy provides protection to employees, lays down a fair
and transparent mechanism for prevention and redressal of
complaints, and prescribes procedures for effective resolution. The
Company has constituted an Internal Complaints Committee (ICC)
in accordance with the provisions of the POSH Act.

To strengthen awareness, regular training and sensitization
programs are conducted across all locations to educate employees
about the provisions of the POSH Act and the Company's Policy.

During the financial year 2024-25, no complaints of sexual
harassment were received by the Company.

Statement of Compliance with the provisions
relating to the Maternity Benefit Act 1961:

The Company has complied with relevant provisions of the
Maternity Benefit Act, 1961. There were one beneficiaries who
availed maternity benefits during FY 2024-25 including leave and
benefit payments.

Brand Protections:

Your Company has taken appropriate actions against counterfeits,
fakes and other forms of unfair competitions/trade practices.

Fixed Deposit:

Your Company has not accepted any fixed deposits from the public
during the year under review, and no such amount on account of
principal or interest on public deposits was outstanding as on the
date of the Balance Sheet.

Industrial Relations:

The industrial relations at the factories and head office continued
to be cordial.

Insurance:

All the assets and insurable interests of your Company including
inventories, buildings, plant and machinery, enactments are
adequately insured.

Particulars of Employees and Remuneration:

Pursuant to the provisions of Section 136 (1) of the Act and as
advised, the particulars of employees as required under Section
197 (12) of the Act read with Rule 5 (1) and 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed as Annexure-IV to this report.

Compliance with Secretarial Standards:

During the year under review, your Company has complied with
the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

Reporting of Frauds:

There was no instance of fraud during the year under review, which
required the Auditors to report to the Audit Committee and / or
Board under Section 143(12) of the Companies Act, 2013 and the
rules made thereunder. Hence, no detail is required to be disclosed
by the Board under Section 134(3)(ca) of the Companies Act, 2013.

Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo:

Disclosures required under the Section 134(3)(m) of the Act
relating to Conservation of Energy, Technology Absorption and
Foreign Exchange Outgo and Earning, in terms of Rule 8 of the
Companies (Accounts) Rules, 2014, are set out in a separate
statement attached hereto as Annexure - V and forms part of this
report.

Other Confirmation:

No application under the Insolvency and Bankruptcy Code, 2016
(IBC) was made on the Company during the year. Further, no
proceeding under the IBC was initiated or is pending as at March
31, 2025. There was no instance of one time settlement with any
Bank or Financial Institution.

Acknowledgement:

Your Directors thank the Company's Bankers and the Financial
Institutions for their help and co-operation extended throughout
the year. Your Directors place on record their appreciation for the
support and co-operation that the Company received from its
Stakeholders, Customers, Agents, Suppliers, Employees, various
Government/Non-Government Departments, Associates and
Community in the vicinity of the plants. Your Directors also record
their appreciation for the excellent operational performance of the
staff of the Company that contributed to the achievements of the
Company. The Directors also acknowledge with much gratitude,
the continued trust and confidence reposed by the Dealers/
Customers of the Company. Your Directors look forward to the
future with confidence.

For and on behalf of the Board

K Lakshmi Raju G Veera Bhadram

Chairperson Whole Time Director

(DIN: 00545776) (DIN: 00114611)

Place: Hyderabad
Date: August 07, 2025