Your Directors are pleased to present the Thirty-Third (33^rd) Annual Report tor the financial year ended March 31, 2025 along with the Audited Financial Statements and the Auditors Report thereon.

1. Financial Results:

Key highlights oF standalone and consolidated financial performance For the year ended March 31,2025, are summarized as under:

2. Overview of Financial Performance:

The Annual Report also includes the Consolidated Financial Statements of the Company, which include the results of the Company's subsidiaries; viz. Ihsedu Agrochem Private Limited, Ihsedu Itoh Green Chemicals Marketing Private

Limited, Ihsedu Coreagri Services Private Limited, Jacaco Private Limited and Jayant Speciality Products Private Limited and its Associate Company, Vithal Castor Polyols Private Limited.

The Standalone Financial Results for the year show a Total Income of ?1,21,096.20 lakhs compared to ?1,00,640.38 Lakhs and Net Profit after tax of T5,953.53 lakhs as compared to ?4,214.58 lakhs in the previous year.

The Consolidated Financial Results for the year show a Total Income of T2,52,982.62 lakhs compared to ^2,15,138.13 lakhs and Net Profit after tax of T5,381.84 lakhs as compared to ?5,408.13 lakhs in the previous year.

3. Dividend & Reserves:

The Board of Directors are pleased to recommend dividend @ 50% i.e. T2.50 per share on equity share of T5/- each on the paid-up equity share capital of the Company, for consideration and approval of the shareholders at the ensuing annual general meeting. If approved by the Shareholders, the equity dividend outgo for the Financial Year 2024-25 would be T7.50 Crores. The Record Date for

the purpose of payment of the dividend for the Financial Year 2024-25 is Friday, June 27, 2025.

Your directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2025.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations/ SEBI LODR], the Board of Directors of the Company has Formulated a Dividend Distribution Policy ('the Policy'). The weblink of the Policy is available at the Annexure A.

4. Change in Nature of Business:

There were no material changes in the nature of business of the Company during the year under review.

5. Credit Rating:

The Company had received Credit Rating From ICRA For its Long Term Debt and Short Term Debt as ICRA A- (Stable)

and ICRA A2

6. State of Company's Affair:

In order to avoid duplication and for the sake of better understanding, the State of Company's Affairs is explained in detail in the section, Management Discussions and Analysis which has been included in this section of the Directors Report.

7. Listing of Shares:

The Company's equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange oF India Limited (NSE). Further, the applicable listing Fees For the

financial year 2024-25 has been paid to the respective Stock Exchange(s).

8. Scheme of Amalgamation:

During the year under review, the Hon'ble National Company Law T ribunal, Mumbai Bench (NCLT) vide its order

dated August 29, 2024, has sanctioned the Scheme of Merger by Absorption oF Jayant Finvest Limited ("T ransFeror Company") with Jayant Agro-Organics Limited ("Transferee Company") and their respective shareholders and creditor (Scheme). The order oF the Hon'ble NCLT was filed by both the companies with the Registrar of Companies, Mumbai, on September 27, 2024.(EFFective Date) The appointed date of the Scheme was April 1, 2021.

Pursuant to the Scheme, existing 1,81,64,000 (One Crore Eighty-One Lakh Sixty-Four Thousand) equity shares oF

?5/- each held by the Transferor Company in the Share Capital of the Transferee Company has got cancelled and correspondingly 1,81,64,000 (One Crore Eighty-One Lakh Sixty-Four Thousand) Fully paid-up equity shares of ?5/- each (Rupees Five Only) were allotted to the equity shareholders of the Transferor Company as on the record date i.e. November 29, 2024 on December 02, 2024. Effectively, there is no change in the total issued and paid -up share capital of the Company pursuant to the said Scheme, as equal number of shares were cancelled, as well as issued and allotted by the Company and no effect to the public shareholders at large.

Revision of Authorised Share Capital pursuant to the Scheme of Amalgamation

Further, pursuant to the aforesaid Scheme, the authorised share capital of Jayant Finvest Limited (Transferor Company) stands merged with the Company with effect from the Effective Date. Accordingly, the revised authorised share capital of the Company is ^45,70,00,000 (Rupees Forty-Five Crore Seventy Lakh only), divided into 8,14,00,000 Equity Shares oF ?5/- (Rupees Five only) each and 1,00,00,000 Redeemable Preference Shares oF ?5/-(Rupees Five only) each.

During the year, there is no change in the issued and paid-up share capital of the Company.

9. Management's Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company and its performance

The exports of castor oil which were at ?6.46 Lakhs Metric Tons in 2023-24, stood at ?6.86 Lakhs Metric Tons in 2024-25. The crop estimate for the castor seeds crop for current year is about 15.82 Lakh M. Tons. 2025.

Political situation globally has been casting shadow over economic recovery worldwide, particularly across Europe and the United States. The prolonged conflicts between Russia and Ukraine, along with the intensifying Israel-Palestinian tensions, have triggered geopolitical upheaval, shaking confidence and global market equilibrium. These crises are not only having their effects on trade corridors but have also led to uncertainties in demand forecasting. Compounding

this fragile environment, the Red Sea attacks served as a flashpoint—crippling vital shipping routes and forcing vessels to detour around the Cape oF Good Hope. This led to longer transit times and inflated logistics costs, catching downstream industries unprepared. With geopolitical tensions persisting and economic signals remaining volatile, the outlook For consistent growth and demand stability continues to be clouded by uncertainty. Your company is monitoring the situation carefully and has adopted cautious business strategies.

(b) Opportunities & Threats

Technological Shifts & Product Relevance

Innovation in materials science and sustainable chemistry continues to reshape end-use industries. The emergence of alternative products and applications, driven by rapid technological progress, poses both a risk of obsolescence and an opportunity for product evolution. The Company monitors global R&D trends closely to ensure its portfolio remains competitive and aligned with changing customer requirements.

Price Sensitivity & Competitive Dynamics

The Company's product line, predominantly derived

from castor oil, competes directly with substitutes made from crude oil and other vegetable oils. As such, relative price movements in global commodity markets

have a significant impact on competitive positioning. The Company actively engages in pricing strategies and hedging mechanisms to maintain margin resilience.

Outlook & Strategic Priorities

While uncertainties persist in the global operating environment, the Company remains Focused on:

• Enhancing supply chain agility to better withstand global trade disruptions.

• Deepening engagement both at the level of farmers and with customers to co-develop forward-looking, sustainable products and applications.

• Investing in R&D and digital tools to anticipate technology-driven market shifts.

• Monitoring and responding swiftly to regulatory and

geopolitical developments that could affect export performance.

The leadership remains committed to ensuring longterm value creation through disciplined growth,

operational flexibility, and a sustained focus on innovation.

Sustainability, Innovation & Raw Material Risk Management

As environmental sustainability gains global urgency, there is a notable acceleration in the search for green, renewable alternatives across industries. Castor oil, being a natural, organic, biodegradable, and renewable resource, is increasingly positioned as a key material in the transition to a greener economy. The Company recognizes this shift and continues to leverage the eco-friendly profile oF castor oil to cater to evolving consumer and industrial preferences.

With advancements in irrigation systems, superior seed inputs, and adoption of scientific farming practices, there exists significant potential to enhance agronomic productivity and improvement in castor seed yield per hectare. This agricultural upside, coupled with the versatile chemical structure oF castor oil, supports a broad range of end-use applications spanning agriculture, lubricants, coatings, inks, pharmaceuticals, food processing, engineering plastics, cosmetics, perfumery, electricals, and rubber industries. In response, the Company is proactively investing in Research & Development, exploring new technologies, innovative applications, and capacity expansion to capitalize on emerging opportunities. At the same time, the Company operates in a landscape where castor seed prices exhibit substantial volatility. As a shallow-traded commodity listed on the National Commodity and Derivatives Exchange (NCDEX), castor seed markets are prone to speculation, which can cause significant price fluctuations. Although regulatory authorities such as SEBI continue to monitor and stabilize market behavior, price risk remains inherent due to limited crop size and sensitivity to weather patterns in key growing regions.

Given this context, the Company has adopted a dynamic risk management approach continuously reviewing its risk matrix to address volatility in raw material prices, demand shifts, and substitution threats. In addition, the Company is investing in hybrid seed development aimed at enhancing castor productivity and reducing agricultural dependency risks, thereby reinforcing its long-term commitment to both sustainability and supply stability.

(c) Segment

The Company is organized into three business segments

- Castor Oil, Derivatives and Power Generation.

(d) Outlook

Under the current scenario, barring unforeseen circumstances, the near-term outlook remains stable. The company is making efforts to ensure continuity oF operations and cost controls and is confident of meeting all its obligations and maintaining its operation in the green. The long term outlook remains positive.

Emphasis on green eco-friendly products is likely to lead to increase in innovation oF new products and uses oF

castor oil by the chemical industry.

(e) Risks and Concerns

Geopolitical Disruptions and Demand Volatility

The ongoing crisis has disrupted global shipping lanes and continues to pose a significant challenge to the Company's supply chain resilience. When compounded with broader macroeconomic uncertainties such as fluctuating interest rates and geopolitical tensions this has resulted in inconsistent demand patterns and has necessitated Frequent adjustments in production planning. These factors have directly contributed to volatility in quarterly performance.

Nevertheless, the diversified application of the

Company's products across multiple geographies and industry sectors offers a strong buffer, reducing the long-term exposure to demand-side risks.

Raw Material Volatility

The Company's primary input castor seed remains subject to sharp price fluctuations driven by a complex

mix of factors, including:

• Weather patterns in castor-growing regions.

• Climate anomalies such as El Nino and La Nina affecting monsoon cycles.

• Global inventory levels and demand dynamics.

• Relative pricing oF substitute oils, especially crude

oil derivatives.

Additionally, unrestricted speculation on commodity

exchanges like NCDEX can lead to excessive volatility. While regulatory oversight by SEBI provides some safeguards, speculative forces still pose a threat to industry stability. The Company actively monitors these

developments and is evaluating hedging and sourcing strategies to mitigate input cost risks.

Talent Management

With business operations scaling steadily, the demand for skilled and experienced professionals continues to outpace availability. The risk of talent attrition and the challenge of attracting new resources remain critical. The Company is addressing this concern by focusing on:

• Retention programs For its existing workforce.

• Training and upskilling initiatives to equip employees

with the latest technological and managerial competencies.

Export Dependence and Competitive Pressure

Given that over 80% of production is exported, the Company is inherently sensitive to global trade

dynamics, economic cycles, and competitive actions. Aggressive pricing and market entry strategies by

new competitors present a continued challenge. The Company has undertaken proactive marketing efforts and broadened its product portfolio to cushion against cyclical downturns and shifting customer preferences.

Legal Matters

The Company is involved in several legal proceedings

related to service tax, excise, customs, and other operational matters. All cases are being handled in close

consultation with legal advisors. The Board does not foresee any oF these disputes posing a material adverse impact on the Company's profitability or operations at this stage.

Contingent Liabilities

As of March 31, 2025, the Company reports a contingent

liability of ?17.68 Crores. Details are available in Note No. 35 of the Notes to the Financial Statements. Based on current assessments and legal counsel, the Board is of the opinion that no provisioning is necessary at

this time.

10. 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

There has been no material changes occurred subseguent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

11. Highlights of the Performance/Financial Position of each of subsidiaries/associates/joint venture companies as included in the consolidated financial statements

The Company (including its subsidiaries and associates) operates in three segments:

1. Consolidated Results:

The consolidated turnover of the Company has been ?2,52,815.15 lakhs against ?2,15,004.31 lakhs in the previous year. The EBDITA was ?11,092.93 lakhs current

year and ?9,894.42 lakhs for the previous year.

2. Derivatives:

The turnover of the derivatives has been ^1,19,329.12

lakhs against ?98,964.83 lakhs in the previous year. The EBDITA was ?9,708.19 lakhs as against ^7,152.52 lakhs in the previous year.

3. Castor Oil:

The operation of castor oil are mainly carried out in Ihsedu Agrochem Pvt. Ltd and have been discussed

thereunder.

4. Power:

The company has installed wind turbines of 2.4 MW and 0.8 MW in Jayant Agro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

We would also like to state that almost 100% of the steam requirement is met by using Company's own product De-oiled Cake, making your company environment Friendly manufacturer of environmentally

friendly products

Subsidiary Companies:

Ihsedu Agrochem Pvt Ltd (IAPL)

During the year under review, IAPL a material subsidiary of the Company achieved a turnover of ?2,09,020.21 lakhs as compared to ^1,76,856.14 lakhs in the previous year. The loss after tax stood at ?475.91 lakhs as against profit of ?1,070.37 lakhs in the previous year.

Ihsedu Coreagri Services Pvt Ltd (ICAS).

During the year under review, ICAS a subsidiary of the

Company had profit of ?0.11 lakhs as against profit of ?0.12 lakhs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Ltd (IIGCM)

During the year under review, IIGCM achieved a total revenue of ?53.88 lakhs as compared to ?37.83 lakhs in the previous year. The profit after tax was ?22.40 lakhs against profit after tax of ?18.01 lakhs in the previous year.

JACACO Private Limited (JACACO)

During the year under review, JACACO Pvt Ltd achieved a total revenue of ?53.71 Lakhs as compared to ?1.10 lakh in the previous year. The total loss after tax was ?173.46 lakhs against the loss after tax of ?8.87 lakhs in the previous year.

Jayant Speciality Products Private Limited (JSPPL)

During the year under review, JSPPL incurred loss of ?0.15 lakhs as compared to loss of ?0.20 lakhs in previous year.

Associate Company

Vithal Castor Polyols Pvt Ltd (VCP):

VCP is an Indo - Japanese Joint Venture Company, and your company owns 50% equity shares. VCPs products directly compete with petroleum-based polyols due

to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. During the year under review, VCP achieved a turnover of ?4,430.43 lakhs as compared to ?5,382.83 lakhs in the previous year. The Profit after tax stood at ?94.29 lakhs as against profit of ?107.40 lakhs in the previous year.

The Policy on material subsidiary is provided at the Annexure A.

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act") the Company has prepared consolidated financial statements of the Company and all its subsidiary and associate companies, which forms part of the Annual Report. A statement containing salient features of the financial statements and other necessary information of the subsidiary companies in the format prescribed under Form AOC-1 is appended as Annexure I to this Report.

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing

therein its standalone and the consolidated financial statements has been placed on the website of the Company at httD://www.iavantagro.com. Further, as per the fourth proviso of the said Section, the audited

accounts of the subsidiary companies are placed on the Company's website and are available for inspection by any member and may write to the Company Secretary for the same.

As stipulated in the provisions of the Act and SEBI Listing

Regulations the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards.

12. Research and Development (R & D):

The Focus on development of castor oil based products

continues which have potential uses in applications like coatings, inks, polymers, speciality additives, adhesives & sealants, construction chemicals, insulation, furniture, personal care, food additives, fragrance, flavours & lubricants. The R & D is having qualified and experienced manpower, state of the art instruments and appropriate infrastructure. These facilitate the development work to be carried out efficiently. The R & D works closely with the marketing & sales departments to address customer requirements for developing new products or improving the quality of existing products or improving the processing for reducing the costs either through selection of efficient processing routes, reduction of wastages, improving the recoveries, reducing or eliminating the environmental discharges.

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The

management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures

and policies at all locations of the Company. Periodical reports on the same are presented to the Audit Committee.

14. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount of principal or interest on deposit

was outstanding as on the Balance Sheet date.

15. Particulars of loans, guarantees or investments under section 186:

Particulars of loans given, investments made, guarantees given and securities provided by the Company as on March 31, 2025 are given in the notes forming part of the financial statement.

16. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during the financial year were on arm's length basis and in ordinary course of business. All the Related Party Transactions are placed before the Audit Committee and also the Board for approval. Omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in ordinary course of business and are at arm's length basis in accordance with the provisions of the Act read with the rules made thereunder and the SEBI Listing Regulations.

As per the SEBI Listing Regulations, if any related party transaction exceeds ?1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require approval of the Members. In this regard, the Members of the Company at its 32^nd Annual General Meeting held on August 10, 2024 had approved Material Related Party Transactions entered/to be entered between the Company and Ihsedu Agrochem Private Limited from the conclusion of the 32^nd Annual General Meeting till the conclusion of 33^rd Annual General Meeting. Further, during the year under review, the Company had

also obtained the approval of Members through postal ballot, results of which declared on December 26, 2025 for entering into Material Related Party Transactions between Ihsedu Agrochem Private Limited with Arkema Participations and its group companies for the period September 01, 2024 to August 31, 2025.

As per Regulation 23(2) of the SEBI Listing Regulations,

read with the clarification issued by SEBI vide Circular No. SEBI/HO/CFD/CMD1/QR/P/2022/47, the validity of omnibus

approvals for Material Related Party Transactions obtained through general meetings or postal ballots (other than at the Annual General Meeting) shall not exceed one year. Approvals obtained at an Annual General Meeting shall be valid up to the next AGM. Accordingly, the resolutions for extending the validity of the approval of members For material related party transactions and material related party transaction pertaining to subsidiary(s) from the conclusion of the 33^rd AGM till the conclusion of the 34^th AGM of the Company are proposed at 33^rd AGM.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is provided in the Annexure - II and forms part of this report.

A policy on Related Party Transactions is uploaded on the Company's website and can be accessed through the weblink provided in Annexure A.

Key Managerial Personnel and Directors:

a) Changes, in Directors and Key Managerial Personnel ("KMP"):

Key Managerial Personnel

In accordance with the provisions of section 203 of the

Act, the following are the Key Managerial Persons (KMP) of the Company:

The Board of Directors based on the recommendation of the Nomination & Remuneration Committee, changed the designation of Dr. Subhash V. Udeshi (00355658) from Whole-Time Director to Joint Managing Director of the Company with effect from July 24, 2024 for the remaining tenure of his appointment i.e. till March 31, 2027. The change in designation of the Dr. Subhash V. Udeshi was approved by the Members through postal ballot on September 3, 2024.

Retirement of Independent Directors

During the year under review, Mr. Mukesh C. Khagram

and Mr. Vijay Kumar Bhandari completed two (2) terms of five (5) years each as Independent Directors of the Company on July 25, 2024. Consequently, in accordance with the provisions of the Companies Act, 2013 and the terms of their appointments, they retired from the Directorship of the Company and from the Chairmanship/Membership of various committees constituted by the Board, with effect from the close of business hours on July 25, 2024.

The Board of Directors places on record its deep appreciation and extends heartfelt gratitude to Mr. Mukesh C. Khagram and Mr. Vijay Kumar Bhandari for their longstanding dedication and the valuable contributions made during their tenure as Independent Directors of the Company

As per the provisions of the Act, Mr. Abhay V. Udeshi

retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Nomination and Remuneration Committee and the Board recommends his reappointment.

b) Appointment of Independent Director:

Post the closure of the financial year, the Board of Directors, on recommendation of Nomination & Remuneration Committee had appointed Mr. Varghese Thomas (DIN: 05259148) as an Additional Director (Non-Executive, Independent) on the Board of the Company with effect from May 24, 2025 to hold office upto the conclusion of the ensuing General meeting or for a period of three months from the date of appointment, whichever is earlier. The resolution proposing the appointment of Mr. Varghese Thomas as Non-Executive, Independent Director for a period of five years commencing from May 24, 2025 up to May 23, 2030 is forms part of Notice of 33^rd AGM.

c) Declaration of Independence:

The Company has received declarations from all the Independent Directors of the Company confirming that

they meet the criteria of independence as prescribed under Section 149 of the Act and rules made there under

and Regulation 16 and other applicable regulations, if any of the SEBI (LODR), as amended.

In the opinion of the Board, all the Independent Directors

are persons of possessing attributes of integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder). 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. Further all Independent Directors have confirmed that they are not aware of any circumstances / situation which exist or may be reasonably anticipated that could impair / impact his / her ability to discharge his / her duties with an objective independent Judgement and without any external influence. Further independent Directors have confirmed that they are not debarred from holding the office of Director by virtue of any order passed by the Securities & Exchange Board of India / Ministry of Certificate Affairs or any other Statutory Authorities.

d) Pecuniary relationship or transactions with the Company:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them

for the purpose of attending meetings of the Board/ Committee(s) of the Company.

During the period under review, two meetings of the Risk Management Committee were held. The requisite quorum was present for all the meetings.

Risk Management Policy:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities.

This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company s competitive advantage. The Company, through the Risk Management process, aims to contain the risk within the risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. Further, pursuant to SEBI amendment dated May 5, 2021, the Board of Directors have constituted a Risk Management Committee and policy. The Risk Management policy of the Company is available at the website of the Company and can be access through link provided in Annexure A.

19. Corporate Social Responsibility ("CSR"):

- CSR Committee

- CSR Policy

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Company's philosophy for describing

its responsibility as a corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. weblink of

CSR policy is available in Annexure A.

- CSR spent during the Financial Year 2024-25

During the year under review, the Company was required to spend ?1.46 Crores as CSR expenditure. Further, there was an unspent CSR balance amount of ?0.43 crore of previous financial year i.e. 2023-24 which

was transferred to separate bank account opened in pursuance to the provisions of Companies Act, 2013.

The said unspent CSR balance amount of T0.43 crore was required to be spent within a period of three years from the date of transfer.

During the year, on the recommendation of the CSR

Committee, the Company has spent approximately ?0.57 crore by undertaking various community initiatives in the field of education, farming and preventive healthcare. From the unspent CSR amount

of financial year 2023-24, the Company has spent T0.20 crores on ongoing project. The remaining unspent amount of T0.23 crores of financial year 2023-24 will be spent within the statutory timeline.

In accordance with the provisions of the Companies Act, 2013, the unspent CSR amount of ?0.89 crore of

financial year 2024-25 related to the ongoing projects, as approved by the CSR Committee has been transferred to a separate bank account of the Company. This amount shall be utilized for the ongoing projects within

three financial years from the date of transfer.

The disclosures as per Rule 8 of Companies Corporate Social Responsibility Policy) Rules, 2014 for the financial

year 2024-25 are annexed herewith as Annexure IV to this Report in the prescribed format.

A detailed write-up of the above committees is

mentioned in the Corporate Governance section of this report.

20. Auditors:

i) Statutory Auditors

At the 30^th Annual General Meeting held on August 27, 2022, M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firm's Registration no. 124444W/ W100150) were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 30^th Annual General Meeting until the conclusion of the 35^th Annual General Meeting to be held in year 2027.

The Company has received written consent and a certificate from M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firm's Registration no. 124444W/ W100150) that they satisfy the criteria provided under Section 141 of the Act and that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and are not disqualified from continuing as Statutory Auditors of the Company.

Auditors Report:

The Report given by M/s. T.P. Ostwal & Associates

LLP, Statutory Auditors on the financial statement of the Company for the financial year 2024-25 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor

The Company has maintained cost records for certain products as specified by the Central Government under Section 148(1) of the Act. Further as per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended, the Audit of the Cost Records of the Company is being carried out every year. The Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Kishore

Bhatia & Associates (FRN 00294), Cost Accountants, Mumbai to audit the cost records of the Company for the Financial year from April 1, 2025 to March 31, 2026 on a remuneration as may fixed by the Board in consultation with Cost Auditor. As required under the Act, necessary resolution seeking member's ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 33^rd Annual General Meeting. The Cost Audit Report in respect of Financial Year 2024-25 will be filed within the due date.

iii) Internal Auditor

Pursuant to the provisions of section 138 of the Act read with the rules made thereunder, M/s. K. C.

Mehta & Co. LLP, Chartered Accountants, (FRN 00294) conducted the Internal Audit of the Company for the

financial year 2024-25. The Audit Committee at its meeting held on May 24, 2025 recommended to the Board the appointment of M/s. K. C. Mehta & Co. LLP, Chartered Accountants as the Internal Auditor of the Company for financial year 2025-26. The said proposal for appointment of M/s. K. C. Mehta & Co., Chartered Accountants as the Internal Auditor of the Company was approved by the Board of Directors at its meeting held on the same day.

iv) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act

read with rules made thereunder and SEBI Listing Regulation, The Board had appointed M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries (ICSI urn: L2023MH013400) (Peer Reviewed) to conduct Secretarial Audit of the Company and its material subsidiary for the financial year ended March 31, 2025. Further the Company is also required to obtain Secretarial Compliance Report from Practicing Company Secretary to certify the compliance of provisions of all the SEBI Listing Regulations.

Accordingly, the Secretarial Audit Report of the

Company and its material subsidiary Company, Ihsedu Agrochem Private Limited, for the financial year ended March 31, 2025 was issued by M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries forms part of this report and is appended as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Compliance Report for the FY 2024-25 is available on the website of the Company at www.iavantagro.com.

The Company has adhered to the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of Audit Committee the Board of Directors have approved the appointment of M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries (Peer Reviewed), as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from Financial

Year 2025-26 till Financial Year 2029-30, subject to the approval of the shareholders. The resolution pertaining to the appointment of M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, as the Secretarial Auditor forms part of the Notice convening the 33^rd Annual General Meeting.

21. 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 needs to be

mentioned in this Report.

22. Annual Return:

The Annual Return of the Company as on March 31, 2025 in Form MGT - 7 in accordance with Section 92(3)

of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.iayantaaro.com.

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

The particulars of the conservation of energy, technology

absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is appended as Annexure VI to this Report.

24. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the

Act and as required under SEBI (LODR), the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy are available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website of the Company. Weblink of the same is available at Annexure A.

25. Particulars of Employees

The Company has 435 Employees as on March 31, 2025. In accordance with the provisions of Section 197(12) of the Act read with rules made thereunder, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VII.

As per the provisions of Section 136(1) of the Act, the

reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are available for inspection by any Member and may write to the Company Secretary for the same, up to the date of the 33^rd AGM. Any Member interested in obtaining such information may write to the Company Secretary at investors@iavantaaro.com and the same will be furnished on such request.

26. Corporate Governance Report:

As per Regulation 34 read with Schedule V of SEBI Listing

Regulations, a separate section on Corporate Governance practices followed by the Company together with a Certificate from Company's Statutory Auditor, M/s. T.P.

Ostwal & Associates LLP, Chartered Accountants, Mumbai. forms an integral part of this report.

27. Business Responsibility and Sustainability Report:

SEBI, vide its circular dated May 10, 2021 and pursuant to regulation 34(2)(f) of SEBI Listing Obligations and Disclosure Requirements, Regulation, 2015, made Business Responsibility & Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-2023. The disclosure of BRSR is statutorily not required by your Company for FY 2024-25. However, as better governance practice your Company has adopted the disclosure of BRSR voluntarily for FY 2024-2025. As per Regulation 34 read with Schedule V of SEBI Listing Regulations, Business Responsibility & Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective, forms an integral part of this report.

28. Directors' Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of 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 effective during the reporting period.

Accordingly, 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 for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies

and applied them consistently and made iudgments 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 on March 31, 2025 and of the profit of the company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls (as required by explanation to section 134(5)(e) of

the Act) to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure

compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future

There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

30. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF: Pursuant to provision of Section 124 and 125 of the Act,the

unclaimed / unpaid Equity Share Dividend (1^st Interim ) for FY 2017-18 amounting to ?1,92,251/-, unclaimed / unpaid Equity Share Dividend (Final) for FY 2016-17 amounting to ?1,59,872.50/- , which remained unclaimed for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Details of I nvestor Education and Protection Fund provided on Company's website under the weblink www.iayantagro.com.

31. Transfer of Shares to Investor Education and Protection Fund:

In accordance with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the year under review, the

Company had transferred 2,375 equity shares of face value of ?5/- each fully paid up to Investor Education and Protection Fund Account in respect of which dividend remained unclaimed/ unpaid for a period of seven consecutive years. Further, post the closure of Financial Year 2024-25, 71,738 equity share on which dividend has not been paid or claimed for seven consecutive years or more were transferred to IEPF. Please note that no claim shall lie against the Company in respect of the shares so transferred to IEPF.

32. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are requested to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2025 are as under:

33. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year.

34. Environment, Health and Safety:

Your Company has declared the Environment, Health and Safety days and continued their commitments towards

Environment, Health and Safety. The Committee formed for the purpose of Environment, Health and Safety have continued to educate and motivate the employees on various aspects Environment, Health and Safety through training program and seminars.

During the year following safety program were held on the dates mentioned therein.

¦ Fire Safety week: 14^th April - 20^th April

¦ Safety week: 4^th March - 10^th March

¦ Environment Day: 5^th June

The Company is a member of Effluent Channel Projects,

for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The

Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are ISO 45001:2018 certified.

35. Insurance:

The properties and insurable interest of your Company like

Building, Plant and Machinery, Stocks, etc. are properly insured.

36. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

The Company has in place a Code on Prevention of Sexual Harassment Policy in line with the requirements of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. Other Disclosures:

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the

details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of

2016) during the year along with their status as at the end of the financial year is not applicable; and

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

38. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Bankers, Authorities of Government such as Ministry

of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli, Dhanora & Jhagadia Panchayat. Also, we would like to thank our employees for their hard work and shareholders for their continued faith and support.