Directors Report of Dharmaj Crop Guard Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 11^th (Eleventh) Annual Report on the Business and Operations of the Company
along with its Audited Standalone and Consolidated Financial Statements for the Financial Year (FY) ended 31^st March, 2025.

FINANCIAL RESULTS

The financial performance of the company for the Financial Year ended 31^st March, 2025 is summarised below:

Particulars	Standalone		Consolidated
	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	9510.44	6541.03	9,510.44	6,541.03
Other Income	21.50	34.27	21.50	34.27
Total Income	9531.94	6575.30	9531.94	6575.30
Expenses	9074.26	6000.42	9074.37	6000.42
Earning before finance cost, depreciation and tax	769.38	663.69	769.27	663.69
Finance costs	128.97	34.45	128.97	34.45
Depreciation & Amortisation expenses	182.73	54.36	182.73	54.36
Earning before exceptional items and tax	457.68	574.88	457.57	574.88
Exceptional items	-	-	-	-
Earning before tax	457.68	574.88	457.57	574.88
Tax expense	109.32	131.12	109.32	131.12
Profit after Tax	348.36	443.76	348.25	443.76
Other Comprehensive Income/(Loss) for the period	2.18	(1.87)	2.18	(1.87)
Total Comprehensive Income	350.54	441.89	350.43	441.89

Note: In accordance with Ind AS 110 - Consolidated Financial Statements, the Company was required to prepare and present
consolidated financial statements following the incorporation of its wholly owned subsidiary, DCGL Industries Limited, on
January 29, 2025. Consequently, to comply with the requirements of Ind AS 1 and Schedule III of the Companies Act,
2013, the Group has prepared the consolidated financial statements for the year ended March 31, 2025, reproducing the
standalone comparative figures of the Holding Company for the year ended March 31, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company
for the Financial Year 2024-25 are prepared in compliance
with the applicable provisions of the Companies Act, 2013
(''the Act''), Indian Accounting Standards (''Ind AS'') and the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 [''SEBI
(LODR) Regulations''] as provided in the annual report
herewith.

RESERVES

As permitted under the provisions of the Companies Act,
2013 (''the Act'') the Board of Directors has decided to
retain the profits for Financial Year 2024-25 in the retained
earnings.

DIVIDEND

In order to conserve the resources, your Board of Directors
has not recommended dividend during the year.

FINANCIAL PERFORMANCE & PROFITABILITY

Dharmaj delivered a strong financial performance in Financial
Year 2024-25, both on a standalone and consolidated basis,
building upon the growth momentum of the previous year.

Revenue from Operations rose by 45.4% year-on-year,
reaching '' 9,510.44 millions in Financial Year 2024-25,
compared to '' 6,541.03 millions in Financial Year 2023-24.
This growth was broad-based, driven by increased demand
in both branded formulations and institutional segments,
along with deeper penetration across key regional markets.

Gross margins improved to 23% in Financial Year 2024-25,
up from 21% in Financial Year 2023-24, reflecting effective
cost management, scale efficiencies, and a favorable
product mix.

However, the bottom line was impacted by a significant
increase in finance costs, which rose from '' 34.45 millions in
Financial Year 2023-24 to '' 128.97 millions in Financial Year
2024-25, and depreciation, which increased from '' 54.36

millions to '' 182.73 millions. These increases were primarily
due to the commissioning and ramp-up of the Saykha Unit of
Production (UOP), along with continued capital investments
to enhance production capabilities.

As a result, Profit before Tax (PBT) stood at '' 457.68
millions (standalone) and '' 457.57 millions (consolidated)
in Financial Year 2024-25, compared to '' 574.88 millions in
Financial Year 2023-24. After accounting for a tax provision
of '' 109.32 millions, the Net Profit for Financial Year 2024¬
25 came in at '' 348.36 millions (standalone) and '' 348.25
millions (consolidated), decline from '' 443.76 millions in
Financial Year 2023-24.

Despite the short-term impact on profitability, the
Company''s robust top-line growth and improved operational
margins reflect a healthy underlying business and provide a
strong foundation for sustainable growth.

FUTURE OUTLOOK

Looking ahead to Financial Year 2025-26, Dharmaj remains
confident about its growth trajectory amid favorable industry
dynamics. The Indian agrochemical sector is expected to
benefit from a normal monsoon, increased sowing activity,
and supportive government policies—factors that are likely
to drive strong demand for the Company''s crop protection
products.

Dharmaj has built a robust distribution network across 24
states, supported by over 5,250 dealers and distributors,
positioning it well to capture further market share. In the
Institutional Formulations segment, the Company continues
to gain traction among small and mid-sized formulators,
while also establishing strategic relationships with large
agrochemical players.

A key strategic focus remains on the Saykha Unit Operating
Plant, which is currently in the ramp-up phase. The facility is
expected to reach optimal utilization over the next 12-18
months, leading to enhanced operating efficiencies and cost
optimization. As the plant stabilizes, associated finance and
depreciation costs are expected to normalize, supporting
stronger profitability in future periods.

The Company is also advancing its Active Ingredients
vertical, which is set to become an important growth
lever, complementing the core formulations business and
providing access to higher-margin, scalable opportunities.

With a well-diversified portfolio, expanding manufacturing
capacity, and strong execution capabilities, Dharmaj is well
on track to achieve its long-term growth ambitions and
deliver sustained value to its stakeholders.

REPORT ON PERFORMANCE OF SUBSIDIARIES,
ASSOCIATE COMPANIES & JOINT VENTURES

As of the end of the financial year, the company has only
One wholly-owned subsidiary which is DCGL Industries
Limited. There has been no material change in the nature of
the subsidiary''s business.

The financial statements, including the consolidated financial
statements and related information of the Company and
financial statements of the Wholly Owned subsidiary
company is available on our website at https://www.

dharmaicrop.com/investor/subsidarv-companv-financial-

and-details/.

The Company does not have any Material Subsidiary in terms
of the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.The policy for determining
''material'' Subsidiaries is disclosed at website https://www.
dharmaicrop.com/investor/kev-policies/.

Further, the details of the subsidiary company and joint
venture or associate company as defined under Section
2(87) and 2(6) of the Act respectively, which are explained
in detailed below:

• Subsidiary:

The report on the performance and financial position of
Wholly Owned Subsidiary and salient features of their
Financial Statements in the prescribed Form AOC-1 is
annexed to this report as Annexure A.

• Associate:

There are no Associate companies as of the end of the
financial year.

• Joint Venture:

There are no joint venture companies as of the end of
the financial year.

CHANGE IN NATURE OF BUSINESS

We are pleased to confirm that there has been no change
in the nature of the business of the Company during the
financial year ended March 31, 2025. Our core business
activities remain focused on Agrochemical''s manufacturing
and marketing. This continuity underscores our commitment
to stability and consistency in delivering high-quality
agricultural chemicals to our customers, stakeholders, and
the broader community.

As we continue to uphold our core competencies in
Agrochemical''s manufacturing, we remain vigilant in exploring
opportunities for growth and operational excellence within
our established business framework.

CREDIT RATING

As of May 13, 2025, CRISIL Ratings Limited has
reaffirmed the Company''s credit ratings for its bank loan
facilities aggregating to '' 237.85 Crore (Enhanced from
'' 155.05 Crore). The long-term rating has been maintained
at ''CRISIL BBB /Stable'' and the short-term rating at
''CRISIL A2''.

The reaffirmation of our credit ratings reflects the Company''s
consistent financial performance, prudent risk management,
and stable business outlook. Maintaining these ratings
underlines our continued commitment to financial discipline
and operational resilience, despite prevailing market
challenges.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, HAVING OCCURRED SINCE THE
END OF THE YEAR AND TILL THE DATE OF THE
REPORT

There were no material changes or commitments affecting
the financial position of the Company between the end of

the financial year to which this statement pertains and the
date of this Directors'' Report.

The financial statements of the Company will be consolidated
from the Financial Year 2024-25 onwards, following the
incorporation of a wholly-owned subsidiary during the said
year.

CHANGE IN CAPITAL STRUCTURE

During the year, there were no changes in the Company''s
capital structure. The Company had obtained shareholder
approval via Postal Ballot dated December 05, 2023, to
launch an Employee Stock Option Plan (ESOP) for the
issuance of up to Three Lakhs ESOPs. However, no ESOPs
were issued during the year.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

There was no amount which were required to be transferred
to the Investor Education and Protection Fund by the
Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL''S
COMPOSITIONS

As on the date of this report, the Board comprises 7 (Seven)
Directors. Detailed information regarding the composition of
the Board is provided in the Corporate Information section
of this Annual Report.

During the financial year, there were no changes in the
composition of the Board. However, there was a change in
the Key Managerial Personnel:

• Mr. Vinay Joshi resigned from the position of Chief
Financial Officer (CFO) of the Company, and Mr. Vikas
Agarwal was appointed as the new CFO.

Subsequent to the end of the financial year and up to the
date of dispatch of this Notice, the following changes took
place:

• Mr. Bhaveshkumar Ponkiya, Independent Director,
tendered his resignation due to professional
commitments, effective from August 13, 2025.

• Mr. Umesh Menon and Mr. Bhupatray Khunt appointed
as Additional Directors (Cateogry: Independent),
effective from August 14, 2025. The proposal for their
appointment as Independent Directors is being placed
before the members for approval as mentioned in the
attached Notice.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of Section 152(6)(c) of the
Companies Act, 2013, Mr. Jagdishbhai R Savaliya (DIN:
06481920) retires by rotation and being eligible, offers
himself for re-appointment. The resolution proposing the
re-appointment of the Director are set out in the notice
convening Annual General Meeting for approval of members.
The Board recommends for approval of the same.

DECLARATIONS & DISCLOSURES

On the basis of the written representations received from
the directors taken on record by the Board of Directors, none

of the directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section 164(2) of
the Act.

The Independent Directors have individually declared to
the Board that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there is no change in the
circumstances as on the date of this report which may affect
their status as an Independent Director.

They have also confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to
discharge their duties with an objective independent
judgment and without any external influence. The Company
keeps informed Independent Directors about changes in
the Companies Act, 2013 and rules and other related laws
from time to time and their role, duties and responsibilities.
The Company has received confirmation from Independent
Directors that they are person of integrity and possesses
relevant expertise and experience. Also, they fulfil all
the conditions prescribed under Section 149(6) of the
Companies Act, 2013.

BOARD MEETINGS

During the financial year under review, 09 (Nine) meetings
of the Board of Directors were held on 30.05.2024,

26.07.2024, 12.08.2024, 26.09.2024, 09.11.2024,

25.11.2024, 18.12.2024, 10.02.2025 and 14.02.2025. The
details of attendance in the Board Meetings are mentioned
in the Corporate Governance Report forming part of this
Annual report. The intervening gap between two board
meetings did not exceed prescribed period as per the
Companies Act, 2013.

REMUNERATION

The remuneration paid to the Directors of the Company is in
accordance with the provisions of the Companies Act, 2013
and the rules made thereunder. The details of remuneration
paid, including any sitting fees, and other perquisites, have
been disclosed in the Notes to the Financial Statements
under the section Related Party Transactions, in compliance
with applicable accounting standards.

The Company ensures that the remuneration structure is
fair, transparent, and aligned with industry standards, taking
into account the performance of the Company and the
responsibilities undertaken by each Director. Non-executive
Directors are paid sitting fees for attending meetings of
the Board and its Committees, while Executive Directors
receive remuneration as approved by the Board and, where
applicable, by the shareholders.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and Rules made thereunder, Schedule - IV of the Act and
SEBI (LODR) Regulations, 2015, the Board has carried the
evaluation of its own performance, individual directors,
its committees and Key Managerial Personnel, on the
basis of attendance, contribution and various criteria as
recommended by the Nomination and Remuneration
Committee of the Company.

The performance of Non-Independent Directors (including
the chairperson) and the Board as whole was also evaluated
by the Independent Directors at the separate meeting
of Independent Directors of the Company. The Directors
expressed their satisfaction with the evaluation process.

Policy on Directors appointment and remuneration the policy
on Nomination and Remuneration is attached separately as
an Annexure E to this Report.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the
Board and Committees on the business strategy, business
activities, manufacturing operations, regulatory updates etc.
The Directors when they are appointed are given a detailed
orientation on the Company, industry, regulatory matters,
business & financial matters, human resource matters and
corporate social responsibility. The details of Familiarization
programmed provided to the Independent Directors of the
Company are available on the Company''s website https://
www.dharmaicrop.com/investor/kev-policies/.

REMUNERATION RECEIVED BY MANAGING/
WHOLE-TIME DIRECTOR FROM HOLDING OR
SUBSIDIARY COMPANY

No remuneration was received by the directors of the
Company from its Wholly Owned Subsidiary Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, audits conducted by the Internal, Statutory,
Cost and Secretarial Auditors, including audit of the internal
financial controls over financial reporting by the Statutory
Auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company''s internal
financial controls were adequate and operating effectively
during Financial Year 2024-25. Accordingly, pursuant to
Sections 134(3)(c) and 134(5) of the Act, the Directors, to
the best of their knowledge and ability, confirm that for the
year ended March 31, 2025:

• in the preparation of the annual accounts, the applicable
accounting standards have been followed and that
there are no material departures;

• they have selected such accounting policies and applied
them consistently and made judgements and estimates
that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company at the
end of the financial year viz., March 31, 2025 and of the
profit of the Company for that period;

• they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going
concern basis;

• they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

• they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

The Company is undergoing a comprehensive revamp of its
internal financial control framework in line with regulatory
requirements of its industry, and in alignment with the size
and nature of its business. It is in the process of formalizing
and implementing well-defined processes, systems, and
policies to safeguard assets and support business continuity.
The Company is also working on defining and documenting
all internal financial controls, further strengthening its
internal control systems.

FRAUD REPORT

The Auditors of the Company have not reported any fraud
as specific under Section 143(12) of the Companies
Act, 2013.

PUBLIC DEPOSITS

Your Company has not invited any deposits from public/
shareholders under Section 73 and 74 of the Companies
Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The Company has not taken any loans or provided any
guarantees under Section 186(1) of the Companies
Act, 2013. Details of investments covered u/s 186 of the
Companies Act, 2013 are given in the notes to the Financial
Statements.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the year there were no material related party
transaction with promoters, the directors or the management,
their relatives etc. that may have a potential conflict with the
interests of the Company.

The details of related parties and transaction as per
Accounting Standard issued by ICAI have been provided in
Note No. 30 of the Standalone Financial Statements for the
year ended March 31, 2025.

All related party transactions were placed before the
Audit Committee and also the Board for approval. The
Company has framed a policy on RPTs for the purpose of
identification, approval and monitoring of such transactions.
The policy on Related Party Transactions is hosted on the
Company''s website at https://www.dharmajcrop.com/
wp-content/uploads/2023/05/Related Party Transaction
policy-10-02-2025.pdf.

AUDITORS
Statutory Auditors

M/s MSKA & Associates, Chartered Accountants (Firm
Registration No.: 105047W) as the Statutory Auditors of the
Company in the 9^th Annual General Meeting of the Company

for the term of 5 years till the conclusion of the 14^th Annual
General Meeting of the Company.

Qualification, Reservation or Adverse Remark

The report given by the auditors on the financial statements
of the Company is part of the Annual Report. There is no
qualification, reservation or adverse remark made by the
statutory auditors in their in Main Independent Auditor
report.

Maintenance of Cost Records and Cost Auditors

Your Company is required to maintain cost records as
specified under Section 148(1) of the Companies Act,
2013, and accordingly, such accounts and records are made
and maintained in the prescribed manner.

As per provision of the Companies Act your directors have,
appointed M/s. Dalwadi & Associates, Cost Accountants,
Ahmedabad (having Firm''s Registration No. 000338) to
conduct the audit of the Cost Accounts of the Company.

A Resolution seeking ratification of remuneration payable
to M/s. Dalwadi & Associates, Cost Accountants, for the
Financial Year 2025-26 is included in the Notice convening
the Annual General Meeting.

Secretarial Auditor

In accordance with the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors has proposed the appointment
of M/s. Parikh Dave & Associates, Practicing Company
Secretaries, as the Secretarial Auditor of the Company for
a period of five financial years from 2025-26 to 2029-30,
subject to the approval of the shareholders at the ensuing
Annual General Meeting.

The Secretarial Audit Report along with Secretarial
Compliance report for the financial year ended March 31,
2025, issued by M/s. Parikh Dave & Associates, is annexed
herewith as Annexure C. The Report does not contain any
qualification, reservation, or adverse remark.

Internal Auditor

The Company had appointed M/s. Mukesh M Shah &
Associates as the Internal Auditors on May 30, 2024, to
conduct the internal audit for the Financial Year 2024-25,
with the objective of ensuring the maintenance of proper
and adequate internal financial controls throughout the
year. Subsequently M/s. Mukesh M Shah & Associates
was reappointed as Internal Auditors for the Financial Year
2025-26 in the Board Meeting held on May 30, 2025.

Further, Mr. Darshan Hiranandani who was serving as the
Employment Internal Auditor, tendered his resignation
with effect from August 05, 2025, citing better career
opportunities. The Board took note of his resignation
and placed on record its appreciation for the valuable
contributions made by Mr. Darshan Hiranandani during the
Financial Year 2024-25. He was relieved from his duties with
best wishes for his future endeavors.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India (ICSI) has
mandated that the Secretarial Standards on Meetings of
the Board of Directors ("SS-1") and Secretarial Standards
on General Meetings ("SS-2"), and as approved by the
Central Government are mandatory in nature. The Company
has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings
and General Meetings.

The Board hereby confirm that the Company has duly
complied as applicable to the Secretarial Standards issued
by the ICSI on Board Meetings, General Meetings and also,
the Act as well the Listing Regulations on the Meeting of the
Board of Directors and General Meetings.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Corporate Social Responsibility (CSR), as
stipulated under Section 135 of the Companies Act, 2013,
are applicable to the Company for the current financial year.

In line with its commitment to social development,
the Company has incorporated Dharmaj Foundation, a
registered trust, primarily for the purpose of undertaking
and channelizing its CSR initiatives. In addition to the
Dharmaj Foundation, the Company also undertakes CSR
activities through other registered trusts and entities with
similar objectives, ensuring the effective implementation of
scheduled CSR programs in accordance with its CSR policy.

The Company''s CSR Policy Statement and the Annual
Report on CSR activities carried out during the financial year
ended March 31, 2025, in compliance with Section 135 of
the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, are annexed to this
Report as Annexure D.

COMMITTEES
Audit Committee

The Company has constituted Audit Committee in terms
of the requirements of the Act and rules framed thereunder
and applicable listing regulations. For details, please refer
Corporate Governance Report attached as a separate
Annexure I.

Nomination and Remuneration Committee (NRC)

The Company is required to constitute a Nomination and
Remuneration Committee as mentioned under Section 178
of the Companies Act, 2013 during the year under review.

The Company''s Nomination & Remuneration Policy
statement, in accordance with Section 178 of the
Companies Act, 2013 and Rules, thereto are annexed to this
report as Annexure E.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

The information relating to conservation of energy,
technology absorption and foreign exchange earnings and
outgo, as per Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of Companies (Accounts) Rules,

2014, is set out in the annexure forming part of the Annual
Report as Annexure F.

RISK MANAGEMENT POLICY

As per the requirement of Section 134(3)(n), the Company
has adopted a Risk Management Policy wherein all material
risks faced by the Company are identified and assessed. In
the opinion of the Board there has been no identification
of element of Risk that may threaten the existence of the
Company.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The management discussion and analysis report as required
under Regulation 34(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of
this annual report.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of
corporate governance as prescribed under Schedule V of
the SEBI (LODR) Regulations, 2015. A separate report on
corporate governance forms the part of the annual report
as Annexure I. A certificate from the Practicing Company
Secretary M/s. Parikh Dave & Associates, Company
Secretaries regarding compliance of conditions of corporate
governance also forms the part of this report.

STATUS OF LISTING FEES LISTING

Fees for the Financial Year 2025-26 have been duly paid to
BSE and NSE, where the Company''s shares are listed.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS, COURTS
AND TRIBUNALS

During the year under review, no such order which may
impact the going concern status and Company''s operation
in future, was passed by the regulator, courts or tribunal.

WEB LINK OF ANNUAL RETURN

In line with the requirement of the Companies (Amendment)
Act, 2017, effective from July 31, 2018, the extract of annual
return is no longer required to be part of the Board Report.
However, in Compliance to the provisions of Section 92 and
Section 134 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the extract
of the Annual Return of the Company for the financial year
ended March 31, 2025 and other policies of the Company is
placed on the Company''s website https://www.dharmajcrop.
com/investor/annual-return-of-the-company/.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company is dedicated to creating a safe and healthy
working environment where employees can work without
fear of sexual harassment.

In accordance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (''POSH Act'') and Rules thereunder, our Company
has established Internal Committees (IC) and has developed
a Policy for Prevention, Prohibition, and Redressal of Sexual
Harassment at Workplace.

SUMMARY OF SEXUAL HARASSMENT
COMPLAINTS

The Company is committed to maintaining a safe and
respectful work environment for all its employees, with zero
tolerance for any form of sexual harassment. In accordance
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act") and the Rules framed thereunder, the Company
has constituted an Internal Complaints Committee (ICC)
at all applicable locations to redress complaints received
regarding sexual harassment.

The Company has in place a formal policy on prevention,
prohibition and redressal of sexual harassment at the
workplace, which is communicated to all employees and is
available on the Company''s internal portal.

As per the disclosure requirements under the amended rules,
the following is a summary of sexual harassment complaints
received and resolved during the financial year:

Number of complaints received during the year: NIL

Number of complaints disposed of during the year: NIL

Number of cases pending for more than 90 days: NIL

This reflects our ongoing commitment to maintaining a
workplace free from sexual harassment through proactive
measures and effective grievance redressal mechanisms.

DISCLOSURE DETAILS WITH RELATION TO
MATERNITY BENEFIT ACT 1961

The Company complies with all provisions of the Maternity
Benefit Act, 1961, including the amendments introduced
therein. Female employees are granted maternity leave and
related benefits as per the applicable laws, including paid
leave, nursing breaks, and protection from dismissal during
maternity leave.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing
Remuneration as prescribed in terms of sub-section 12 of
Section 197 of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules.

VIGIL MECHANISM

The Company has implemented Vigil Mechanism. For details,
please refer Corporate Governance Report attached as a
separate Annexure I.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Your directors believe that the key to the success of any
Company are its employees. Industrial Relations were
harmonious throughout the year. The Board wishes to place
on record their sincere appreciation to the co-operation
extended by all employees in maintaining cordial relations
and their commitment towards the growth of the Company.

MANAGERIAL REMUNERATION AND EMPLOYEES

Details required pursuant to Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are enclosed separate as an Annexure G.

Details of employees required pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as a separate Annexure,
however it is not being sent along with this annual report to
the members of the Company in line with the provisions of
Section 136 of the Companies Act, 2013 and rules made
there under. Members who are interested in obtaining these
particulars may write to the Company Secretary at the
Registered Office of the Company. The aforesaid Annexure
is also available for inspection by members at the Registered
Office of the Company, 21 days before and up to the date
of the ensuing Annual General Meeting during the business
hours on working days.

Employee Stock Option Plan ("ESOP 2023")

The Board of Directors recognizes that equity-based
compensation is a vital instrument to attract, retain, motivate,
and reward employees who contribute significantly to the
Company''s growth. With this objective, and based on the
recommendation of the Nomination and Remuneration
Committee ("NRC"), the Board of Directors, at its meeting
held on November 03, 2023, approved the introduction and
implementation of the "Employee Stock Option Plan 2023"
("ESOP 2023" or "Plan").

The Plan is intended to:

• Create an employee ownership culture,

• Align the interests of employees with long-term goals
of the Company,

• Motivate key employees through performance-linked
incentives, and

• Retain top talent in a competitive environment.

The ESOP 2023 provides for the issue of fresh/primary equity
shares of the Company, ranking pari passu with the existing
equity shares, and is to be administered in compliance with
the provisions of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBE BSE Regulations") and other
applicable laws.

The Shareholders approved the ESOP 2023 through a postal
ballot on December 05, 2023, authorizing the issuance of
up to 3,00,000 (Three Lakhs) stock options of '' 10/- each,
to be granted in one or more tranches.

As of March 31, 2025, no stock options have been granted
under the Plan.

The Nomination and Remuneration Committee of the
Company has been designated as the Compensation
Committee under the SEBI (SBE BSE) Regulations and is
responsible for the administration and implementation of
the ESOP 2023.

Eligibility

All permanent employees and directors (excluding
Independent Directors) of the Company are eligible for
grants under ESOP 2023, subject to the discretion of the
Committee. The eligible categories include:

• Employees (whether based in India or abroad) as
designated by the Company.

• Directors, including Non-Executive Directors, other
than Independent Directors.

The following persons are not eligible under the Plan:

• Employees who are promoters or belong to the
promoter group.

• Directors who, either individually or together with their
relatives or any corporate entity, directly or indirectly
hold more than 10% of the outstanding equity shares
of the Company.

Disclosures

The disclosures required under Regulation 14 of the SEBI
(SBE BSE) Regulations are provided in Annexure H to this
Report and are also available on the Company''s website at
www.dharmajcrop.com.

The Company has not granted any loans to employees for
the purchase of shares under any scheme of the Company.

ACKNOWLEDGMENT

Your directors take this opportunity to thanks to all
Government Authorities, Bankers, Shareholders, Registrar
& Transfer Agents, Investors and other stakeholders for
their assistance and co- operation to the Company. Your
director expresses their deep sense of appreciation and
gratitude towards all employees and staff of the Company
and wish the management all the best for further growth and
prosperity.

By Order of the Board of Directors
DHARMAJ CROP GUARD LIMITED

Sd/- Sd/-

Rameshbhai R Talavia Jamankumar H Talavia

Place: Ahmedabad Chairman & Managing Director Whole-Time Director

Dated: August 13, 2025 DIN: 01619743 DIN: 01525356

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Mar 31, 2024

The directors have pleasure in presenting the 10^th (Tenth) Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2024 are summarized below:

		(Rs. in Millions)
	For the year ended	For the year ended
	March 31, 2024	March 31, 2023
Revenue from Operations	6541.03	5242.97
Other Income	34.27	45.08
Total Revenue	6575.30	5288.05
Expenses	6000.42	4905.83
Profit before finance cost, depreciation and tax	663.69	456.35
Finance costs	34.45	23.32
Depreciation	54.36	50.81
Profit before exceptional items and tax	574.88	382.22
Exceptional items	-	-
Profit before tax	574.88	382.22
Provision for tax	131.12	113.62
Profit for the year	443.76	268.60
Other Comprehensive Income/(Loss) for the period	(1.87)	(0.11)
Profit for the year	441.89	268.49
Balance of Profit brought forward from previous year	-	-

RESERVES

No amount has been transferred to reserves during the financial year.

DIVIDEND

In order to conserve the resources, your Board of Directors has not recommended dividend during the year.

FINANCIAL PERFORMANCE & PROFITABILITY

The Company achieved robust financial performance in FY24 despite headwinds in the agrochemical industry. Revenue from Operations reached a record high of '' 6,541 Millions, representing a 25% year-on-year increase from '' 5,243 Millions in FY23.

Profitability margins improved significantly, with Gross Margins rising from 18% in FY23 to 21% in FY24. Consequently, EBITDA margins also increased from 8% to 10% during the same period. The last quarter saw an increase in Finance Cost and Depreciation & Amortisation due to the commissioning of the Saykha plant in Q4; these expenses are expected to fully rebase in the coming financial year. For FY24, Net Profits stood at '' 444 Millions, marking a substantial 65% growth from the previous year''s '' 269 Millions.

IMPACT OF THE RESTATEMENT FOR FY 2022-23

During the closing of the year company has done the Restatement of the Financial''s for the Year 2022-23, for correction of the errors

and the detail impact on the financial is mentioned in detail in Note No. 39 of the Financial Statement Report

FUTURE OUTLOOK

As we enter FY25, we are optimistic about our Company''s prospects. The upcoming year appears promising for the domestic agrochemical markets, supported by a favourable rainfall forecast and expectations of a good sowing season, which augurs well for our formulations business.

Our enhanced pan-India presence across 24 states, along with a network of over 5,000 dealers and distributors, positions us well to drive growth in our branded formulations vertical. In the Institutional Formulations vertical, we continue to perform strongly, with the expansion of our product portfolio and clientele serving as key growth drivers. We are seeing good traction in the small formulators category and have also achieved some breakthroughs with large agrochemical majors.

Our efforts are focused on ramping up operations at Saykha, which will be a critical determinant of our performance in the coming years. While such a large-scale investment may have some initial challenges and a gestation period to reach its full potential, we are fully prepared to capitalize on its capabilities. We anticipate optimal utilization of Sayakha''s capacity within the next three years. Dharmaj is well-prepared to achieve its growth ambitions, driven primarily by the expanding formulations business, complemented by the initial contributions from the newly launched Active Ingredients vertical.

CHANGE IN NATURE OF BUSINESS

We are pleased to confirm that there has been no change in the nature of the business of the Company during the fiscal year ended March 31, 2024. Our core business activities remain focused on Agrochemical''s manufacturing. This continuity underscores our commitment to stability and consistency in delivering high-quality agricultural chemicals to our customers, stakeholders, and the broader community.

As we continue to uphold our core competencies in Agrochemical''s manufacturing, we remain vigilant in exploring opportunities for growth and operational excellence within our established business framework.

CREDIT RATING

Company''s bank loan facilities totalling '' 155.05 Crores have been domestically rated by CRISIL Ratings Limited. As of February 16, 2024, CRISIL has upgraded our long-term rating to ''CRISIL BBB /stable'' from ''CRISIL BBB/Stable''. Additionally, our short-term rating has been upgraded to ''CRISIL A2'' from ''CRISIL A3 ''. These upgraded ratings reflect our strengthened financial profile, improved operational performance, and robust creditworthiness in the market.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There were no material changes affecting the financial position of the Company, occurred between the end of financial year to which the statement relates and the date of Directors'' Report.

CHANGE IN CAPITAL STRUCTURE

During the year, there were no changes in the Company''s capital structure. The Company had obtained shareholder approval via Postal Ballot dated December 05, 2023, to launch an Employee Stock Option Plan (ESOP) for the issuance of up to Three Lakhs ESOPs. However, no ESOPs were issued during the year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no amount which were required to be transferred to the Investor Education and Protection Fund by the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL''S COMPOSITIONS

The Board currently consists of 6 (Six) Directors. The details of the composition of the Board is mentioned in the Corporate Governance Report forming part of this Annual Report. There is no change since last year.

The term of Mr. Rameshbhai Ravajibhai Talavia (DIN: 01619743) as Chairman and Managing Director is set to conclude in March 2025. The Company proposes his reappointment for the next term of five years, subject to shareholders approval, as detailed in the attached notice.

Additionally, the first term of Mr. Dipak Bachubhai Kanparia (DIN: 06860678), as an Independent Director of the Company, shall expire on September 30, 2024. He has expressed his

intention to be considered for reappointment for the next five-year term. Necessary resolutions have been set out in notice of AGM for the approval of shareholders.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Jamankumar Hansarajbhai Talavia (DIN: 01525356) retires by rotation and being eligible, offers himself for re-appointment. The resolution proposing the re-appointment of the Director are set out in the notice convening Annual General Meeting for approval of members. The Board recommends for approval of the same.

DECLARATIONS & DISCLOSURES

On the basis of the written representations received from the directors taken on record by the Board of Directors, none of the directors is disqualify as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

The Independent Directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in the circumstances as on the date of this report which may affect their status as an Independent Director.

They have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company keeps informed Independent Directors about changes in the Companies Act, 2013 and rules and other related laws from time to time and their role, duties and responsibilities.

BOARD MEETINGS

During the financial year under review, 07 (Seven) meetings of the Board of Directors were held on 15/05/2023, 27/06/2023, 11/07/2023, 31/07/2023, 26/09/2023, 03/11/2023 and

05/02/2024. The details of attendance in the Board Meetings are mentioned in the Corporate Governance Report forming part of this Annual report. The intervening gap between two board meetings did not exceed prescribed period as per the Companies Act, 2013.

REMUNERATION

The details of the remuneration of the Directors have been provided in the notes to the Accounts under related party transaction.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Board has carried the evaluation of its own performance, individual directors, its committees and Key Managerial Personnel, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The performance of Non-Independent Directors (including the chairperson) and the Board as whole was also evaluated by the Independent Directors at the separate meeting of Independent Directors of the Company. The Directors expressed their satisfaction with the evaluation process.

Policy on Directors appointment and remuneration the policy on Nomination and Remuneration is attached separately as an Annexure III to this Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, regulatory updates etc. The Directors when they are appointed are given a detailed orientation on the Company, industry, regulatory matters, business & financial matters, human resource matters and corporate social responsibility. The details of Familiarization programmes provided to the Independent Directors of the Company are available on the Company''s website https://www.dharmajcrop.com/ investors-disclosures-under-regulation-46-and-62-of-sebi-lodr-regulations-2015/ Key policies.

REMUNERATION RECEIVED BY MANAGING/ WHOLE-TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company do not have any holding or subsidiary Company.

Hence, no remuneration was received by the directors of the Company from the Holding or Subsidiary Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audits conducted by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and operating effectively during FY 2023-24. Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2024:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz., March 31, 2024 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

The Company''s internal financial control framework is aligned with the regulatory requirements of its industry and is commensurate with the size and nature of its business. However, Dharmaj is in the process of formalizing & implementing well-defined processes, systems and policies to safeguard its assets and ensure business continuity. The Company is also working towards defining & documenting all internal financial controls, which will further improve internal control systems. The Company has already implemented ERP systems towards automating control transactions. The Internal Audit function undertakes the responsibility of determining the efficacy of controls on a regular basis. All reports are submitted to the Audit Committee for further actions.

FRAUD REPORT

The Auditors of the Company have not reported any fraud as specific under Section 143(12) of the Companies Act, 2013.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

During the year under review, no Company have become or ceased to be the subsidiaries, joint ventures or associate companies of the Company.

PUBLIC DEPOSITS

Your Company has not invited any deposits from public/ shareholders under Section 73 and 74 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not taken any loans or provided any guarantees under Section 186(1) of the Companies Act, 2013. Details of investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year there were no material related party transaction with promoters, the directors or the management, their relatives etc. that may have a potential conflict with the interests of the Company.

The details of related parties and transaction as per Accounting Standard issued by ICAI have been provided in Note No. 31 of the Financial Statements for the year ended March 31, 2024.

All related party transactions were placed before the Audit Committee and also the Board for approval. The Company has framed a policy on RPTs for the purpose of identification, approval and monitoring of such transactions. The policy on Related Party Transactions is hosted on the Company''s website at https://www. dharmaicrop.com/investors-disclosures-under-regulation-46-and-62-of-sebi-lodr-regulations-2015/ key policies.

AUDITORS Statutory Auditors

M/s MSKA & Associates, Chartered Accountants (Firm Registration No.: 105047W) as the Statutory Auditors of the Company in the 9^th Annual General Meeting of the Company for the term of 5 years till the conclusion of the 14^th Annual General Meeting of the Company.

Qualification, Reservation or Adverse Remark

The report given by the auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation or adverse remark made by the statutory auditors in their report.

Maintenance of Cost Records and Cost Auditors

Your Company is required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and accordingly, such accounts and records are made and maintained in the prescribed manner.

Asper provision of the Companies Act your directors have, appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad (having Firm''s Registration No. 000338) to conduct the audit of the Cost Accounts of the Company.

A Resolution seeking ratification of remuneration payable to M/s. Dalwadi & Associates, Cost Accountants, for the Financial Year 2024-25 is included in the Notice convening the Annual General Meeting.

Secretarial Auditor

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s. Parikh Dave & Associates, Practicing Companies Secretaries, as the Secretarial Auditor for the financial year 2024-25.

The secretarial audit report received from Parikh Dave & Associates is attached herewith as Annexure I. The same does not contain any qualification, reservation or adverse remarks for financial year ended on March 31, 2024.

Internal Auditor

The Company has appointed M/s. Mukesh M Shah & Associates as Internal Auditors on July 11, 2023, to conduct the internal audit for FY 2023-24. They were subsequently reappointed for FY 2024-25 during the meeting held on May 30, 2024. Mr. Darshan Hiranandani continues to serve as the Internal Auditor on the Company''s payroll, ensuring the maintenance of proper and adequate internal financial controls throughout the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India (ICSI) has mandated that the Secretarial Standards on Meetings of the Board of Directors ("SS-1") and Secretarial Standards on General Meetings ("SS-2”), and as approved by the Central Government are mandatory in nature. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

The Board hereby confirm that the Company has duly complied as applicable to the Secretarial Standards issued by the ICSI on Board Meetings, General Meetings and also, the Act as well the Listing Regulations on the Meeting of the Board of Directors and General Meetings.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of the Corporate Social Responsibility as contained under Section 135 of the Companies Act, 2013 are applicable on the Company for this financial year.

Dharmaj Foundation, a trust, has been incorporated primarily with an objective of undertaking/channelizing the CSR activities of the Company. The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2024, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure II.

COMMITTEES Audit Committee

The Company has constituted Audit Committee in terms of the requirements of the Act and rules framed thereunder and applicable listing regulations. For details, please refer Corporate Governance Report attached as a separate Annexure VII.

Nomination and Remuneration Committee (NRC)

The Company is required to constitute a Nomination and Remuneration Committee as mentioned under Section 178 of the Companies Act, 2013 during the year under review.

The Company''s Nomination & Remuneration Policy statement, in accordance with Section 178 of the Companies Act, 2013 and Rules, thereto are annexed to this report as Annexure III.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, is set out in the annexure forming part of the Annual Report as Annexure IV.

RISK MANAGEMENT POLICY

As per the requirement of Section 134(3)(n), the Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this annual report.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR)

Regulations, 2015. A separate report on corporate governance forms the part of the annual report as Annexure VII. A certificate from the Practicing Company Secretary M/s. Parikh Dave & Associates regarding compliance of conditions of corporate governance also forms the part of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

During the year under review, no such order which may impact the going concern status and Company''s operation in future, was passed by the regulator, courts or tribunal.

WEB LINK OF ANNUAL RETURN

In line with the requirement of the Companies (Amendment) Act, 2017, effective from July 31, 2018, the extract of annual return is no longer required to be part of the Board Report. However, in Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year ended March 31, 2024 and other policies of the Company is placed on the Company''s website www.dharmaicrop.com/investors-disclosures-under-regulation-46-and-62-of-sebi-lodr-regulations-2015/ Annual Return of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is dedicated to creating a safe and healthy working environment where employees can work without fear of sexual harassment.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules thereunder, our Company has established Internal Committees (IC) and has developed a Policy for Prevention, Prohibition, and Redressal of Sexual Harassment at Workplace.

SUMMARY OF SEXUAL HARASSMENT COMPLAINTS

During the year under review, the Company received and handled the following sexual harassment complaints:

Number of Complaints received: Nil Number of Complaints Disposed of: Nil

This reflects our ongoing commitment to maintaining a workplace free from sexual harassment through proactive measures and effective grievance redressal mechanisms.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing Remuneration as prescribed in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

VIGIL MECHANISM

The Company has implemented Vigil Mechanism. For details, please refer Corporate Governance Report attached as a separate Annexure VII.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Your directors believe that the key to the success of any Company are its employees. Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

MANAGERIAL REMUNERATION AND EMPLOYEES

Details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed separate as an Annexure V.

Details of employees required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as a separate Annexure, however it is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013 and rules made there under. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

EMPLOYEE STOCK OPTION PLAN CESOP")

The Board of Directors believes that Equity-based compensation schemes are effective tools to attract, retain, motivate, and reward the critical talents working exclusively with the Company. With the obiective to motivate key employees for their contribution to the corporate growth on sustained basis, to create an employee ownership culture, to retain the best talent in the competitive environment and to encourage them in aligning individual goals with that of the Company''s objectives and based on the recommendation of Nomination and Remuneration Committee (''NRC''), the Board of Directors at their meeting held on November 03, 2023 approved the introduction and implementation of "Dharmaj Employee Stock Option Plan 2023" ("ESOP 2023"/"Plan") by issue of fresh/ primary shares by the Company in pari passu with the existing shares proposed to be settled and administered in accordance with the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 and other applicable laws. The Shareholders had approved the said plan through postal ballot on December 05, 2023 for issuance of the Three Lakhs ESOP of '' 10/- each in one or more trench. Till date no option has been granted.

The Nomination and Remuneration Committee plays the role of the Compensation Committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations").

All permanent employees and Directors (hereinafter referred to as "Employees") of the Company shall be eligible subject to determination or selection by the Committee. Following classes of employees/Directors are eligible being:

• an employee as designated by the Company who has been working in India or outside India;

• a director of the Company, whether a Whole-Time Director or not including a Non-Executive Director but excluding an Independent Director.

but does not include:

• an employee who is a Promoter or belongs to the Promoter Group; and

• a director who either by himself or through his relatives or through anybody corporate, directly or indirectly holds more than 10% of the outstanding equity shares of the Company.

Disclosure required under regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in Annexure VI to this report and are available on the Company''s website at www.dharmajcrop.com.

Company has not sanctioned loan to any of its employees for purchase of Company''s shares under any scheme.

ACKNOWLEDGMENT

Your directors take this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other stakeholders for their assistance and cooperation to the Company. Your director express their deep sense of appreciation and gratitude towards all employees and staff of the Company and wish the management all the best for further growth and prosperity.

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Mar 31, 2023

Your Directors have pleasure in presenting the 9^th (Ninth) Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31,2023.

1. Financial Results

The financial results of the Company for the year ended March 31,2023 are summarized below:

(^ in Millions)
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Revenue from Operations	5335.31	3942.08
Other Income	45.08	20.80
Total Revenue	5380.59	3962.88
Expenses	4935.87	3577.57
Profit before tax	444.72	385.31
Tax Expenses	113.62	98.41
Profit for the year	331.10	286.90
Total Comprehensive Income/(Loss) for the period	330.99	287.39

2. Reserves

No amount has been transferred to reserves during the financial year.

3. Dividend

In order to conserve the resources, your Board of Directors has not recommended dividend during the year. (In last year Dividend was declared of ^ 0.10 per equity share of ^ 10/-)

4. State of Company’s Affairs & Future Outlook

Some of the highlights of the performance of the Company are as under:

• Revenue from Operations for the year reached an alltime high of ^ 5,336 Millions, as compared to ^ 3,942 Millions in FY22, registering an increase of 35% year on year. This performance is despite the external and macro challenges prevalent in the agrochemical industry during the year.

• Profitability margins compressed to an extent, with slight reduction in Gross Margins from 20% in FY22 to 18% in FY23. Subsequently, EBITDA margins also registered a decrease from 11% in FY22 to 9% in FY23.

• Couple of factors led to suppressed profitability margins, in H2FY23, the Company witnessed an average 25% reduction in sales realisation in line with the industry trend, this coupled with higher operating costs on account of a growing sales team and higher thrust on sales promotion and marketing expenditure led to the impact on profitability.

• Thus, Net Profits for the year stood at ^ 331 Millions, as compared to ^ 287 Millions in the previous year, thus registering a growth of 15% over the previous year.

• The earnings in foreign currency has also been increased to ^ 0.63/- Millions in the financial year 2022-2023.

5. Change in Nature of Business

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

6. Credit Rating

Our Company''s bank loan facilities of amounting to ^ 155.05 Crores are domestically rated by CRISIL Ratings Limited as CRISIL BBB/stable as on January 17, 2023 Short term rating CRISIL A3 .

7. Material Changes and Commitments, If Any, Affecting The Financial Position of The Company, Having Occurred Since The End of The Year and till The Date of The Report

There were no material changes affecting the financial position of the Company, occurred between the end of financial year to which the statement relates and the date of Directors'' Report.

8. Change in Capital Structure

During the year under review, your Company made a strong stock market debut and completed the Initial Public Offering (IPO) of 9,113,924 Equity Shares of Face Value of ^10 each, aggregating to ^ 2,159.45 Millions

The IPO comprised an offer for sale of 1,483,000 Equity Shares aggregating to ^ 351.47 Millions by 709,500 Equity Shares by Manjulaben Rameshbhai Talavia, 656,000 Equity Shares by Muktaben Jamankumar Talavia, 87,500 Equity Shares by Domadia Artiben and 30,000 Equity Shares by Ilaben Jagdishbhai Savaliya (Collectively, The "Selling Shareholders"), aggregating to ^ 351.47 Millions (The "Offer For Sale" and Together With The Fresh Issue, The "Offer").

The total Authorized Share Capital of your Company is ^ 350 Millions divided into 35,000,000 equity shares of ^ 10/- each The total Paid up Equity Share capital of your Company is ^ 337.97 Millions divided into 33,797,296 equity shares of ^ 10/- each.

The equity shares of your Company were listed on National Stock Exchange of India Limited (''NSE'') and BSE Limited (''BSE'') on December 8, 2022 at a 12% premium to its issue price of ^ 237 per equity share. As on March 31, 2023, the total shareholding of the Promoters'' Group of your Company is 70.40% and none of the Promoter/Promoters'' Group shareholding is under pledge. Further, in compliance with Regulation 31(2) of SEBI Listing Regulations, 2015, the entire shareholding of promoter(s) and promoter group is in dematerialized form.

Changes in paid up/issued Capital

During the Financial year 2022-23, the Company''s issued/ paid up capital was increased from ^ 246,833,720 to ^ 337,972,960 comprising of 33,797,296 number of equity shares of face value ^ 10 each.

9. Investor Education and Protection Fund (IEPF)

There were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company.

10. Directors & Key Managerial Personnels

Compositions

The Board currently consists of 6 (Six) Directors. There is no change since last year.

Changes in the Management

During the year Mr. Vishal Domadia resigned as a Chief Financial Officer and has been appointed as Chief Executive officer of the Company on January 6, 2023. Mr. Vinay Joshi has been appointed as Chief Financial Officer with effect from January 6, 2023

Directors liable to Retire by Rotation

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Jagdish Savaliya (DIN: 06481920) retires by rotation and being eligible, offers himself for reappointment. The resolution proposing the re-appointment of the Director are set out in the notice convening Annual General Meeting for approval of members. The Board recommends for approval of the same.

Declarations & Disclosures

On the basis of the written representations received from the directors taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023 from being appointed as a director in terms of Section 164(2) of the Act.

The independent directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

They have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company keeps informed independent directors about changes in the Companies Act, 2013 and rules and other related laws from time to time and their role, duties and responsibilities.

Board Meetings

During the financial year under review, 10 (Ten) meetings of the Board of Directors were held. The details of the Board Meeting have been appended in the Annexure A. The intervening gap between two board meetings did not exceed prescribed period as per the Companies Act, 2013.

Remuneration

The details of the remuneration of the Directors have been provided in the notes to the Accounts under related party transaction.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Board has carried the evaluation of its own performance, individual directors, its committees and Key Managerial Personnel, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The performance of Non-Independent Directors (including the chairperson) and the Board as whole was also evaluated by the Independent Directors at the separate meeting of Independent Directors of the Company. The Directors expressed their satisfaction with the evaluation process.

Policy on Directors appointment and remuneration

The policy on Nomination and Remuneration is attached separately as an Annexure D to this Report.

Familiarisation Programme for Independent Directors

The Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, regulatory updates etc. The Directors when they are appointed are given a detailed orientation on the Company, industry, regulatory matters, business & financial matters, human resource matters and corporate social responsibility. The details of Familiarization programmes provided to the Independent Directors of the Company are available on the Company''s website https://www.dharmajcrop.com/ investors-disclosures-under-regulation-46-and-62-of-sebi-lodr-regulations-2015/ Key policies

Remuneration received by Managing/Whole-Time Director from holding or subsidiary Company

The Company do not have any holding or subsidiary Company. Therefore, no remuneration was received by the directors of the Company from the Holding or Subsidiary Company.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the directors had 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 at the end of the financial year and of the profit of the Company for that period;

iii) the directors had 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;

iv) the directors had prepared the annual accounts on a going concern basis; and

v) the Company being unlisted sub clause (e) of section 134(3) is Not Applicable.

vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Control

The existing internal financial control is adequate and commensurate with the nature, size, complexity and the business processes followed by the Company.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly.

Fraud Report

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

11. Details of Subsidiary, Joint Venture or Associate Companies

During the year under review, no Company have become or ceased to be the subsidiaries, joint ventures or associate companies of the Company.

12. Public Deposits

Your Company has not invited any deposits from public/ shareholders under Section 73 and 74 of the Companies Act, 2013.

13. Particulars of Loans, Guarantees and Investments

The Company has not taken any loans or provided any guarantees under section 186(1) of the Companies Act, 2013. Details of investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

14. Particulars of Contracts or Arrangements with Related Parties

During the year there were no material related party transaction with promoters, the directors or the management, their relatives etc. that may have a potential conflict with the interests of the Company.

The details of related parties and transaction as per Accounting Standard issued by ICAI have been provided in Note No. 36 of the Financial Statements for the year ended March 31,2023.

All related party transactions were placed before the Audit Committee and also the Board for approval. The Company has framed a policy on RPTs for the purpose of identification, approval and monitoring of such transactions. The policy on Related Party Transactions is hosted on the Company''s website at https://www.dharmajcrop.com/ investors-disclosures-under-regulation-46-and-62-of-sebi-lodr-regulations-2015/ key policies.

15. Auditors

Statutory Auditors

M/s. K A R M A & CO LLP (Firm Registration No. 127544W) were appointed for their second term as the Statutory Auditors of the Company in the 7^th Annual General meeting for term of 5 years till the conclusion of 12^th Annual General Meeting of the Company, at a remuneration to be decided by the Board of Directors in consultation with the Auditors. However, they have tendered their resignation to act as the Statutory auditors of the Company with effect from June 26, 2023.

The Auditors'' Report does not contain any qualification, reservation or adverse remark. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

To fill up this casual vacancy, the Board of Directors in its meeting held on June 27, 2023 have approved the appointment of M/s MSKA & Associates, Chartered Accountants (Firm Registration No.: 105047W) as the Statutory Auditors of the Company till the conclusion of ensuing Annual General Meeting. Your Company has received an eligibility letter from the Auditors for their appointment in accordance with Sections 139 and 141 of the Act. Necessary resolutions have been put in the ensuing Annual General Meeting for getting approval of shareholders for appointment done in casual vacancy and also for further appointment for the term of 5 years from the conclusion of Annual General Meeting.

Qualification, Reservation or Adverse Remark

The report given by the auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation or adverse remark made by the statutory auditors in their report.

Maintenance of Cost Records and Cost Auditors

Your Company is required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and accordingly, such accounts and records are made and maintained in the prescribed manner.

As per provision of the Companies Act your directors have, appointed M/s. Dalwadi & Associates, Cost Accountants,

Ahmedabad (having Firm''s Registration No. 000338) to conduct the audit of the Cost Accounts of the Company.

A Resolution seeking ratification of remuneration payable to M/s. Dalwadi & Associates, Cost Accountants, for the Financial Year 2023-24 is included in the Notice convening the Annual General Meeting.

Secretarial Auditor

The Board had appointed M/s. Parikh Dave & Associates, Practicing Companies Secretaries, as the Secretarial Auditor for the financial year 2023-24.

The secretarial audit report received from Parikh Dave & Associates, Practicing Companies is attached herewith as Annexure B. The same does not contain any qualification, reservation or adverse remarks for financial year ended on March 31, 2023.

Internal Auditor

The Company had appointed Mr. Darshan Hirnandani on March 6, 2023 in place of Mr. Deepak Prusty who resigned on January 5, 2023 as the Internal Auditor of the Company for the purpose of maintaining proper and adequate internal financial control during the year.

16. Compliance with Secretarial Standards

The Institute of Company Secretaries of India (ICSI) has mandated that the Secretarial Standards on Meetings of the Board of Directors ("SS-1") and Secretarial Standards on General Meetings ("SS-2"), and as approved by the Central Government are mandatory in nature. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

The Board hereby confirm that the Company has duly complied as applicable to the Secretarial Standards issued by the ICSI on Board Meetings, General Meetings and also, the Act as well the Listing Regulations on the Meeting of the Board of Directors and General Meetings.

17. Corporate Social Responsibility (CSR)

The provisions of the Corporate Social Responsibility as contained under Section 135 of the Companies Act, 2013 are applicable on the Company for this financial year.

Dharmaj Foundation, a trust, has been incorporated primarily with an objective of undertaking/channelizing the CSR activities of the Company. The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2023, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure C.

18. Committees

(a) Audit Committee

The Company has constituted Audit Committee in terms of the requirements of the Act and rules framed thereunder and applicable listing regulations. For details please refer Corporate Governance Report attached as a separate Annexure G.

(b) Nomination And Remuneration Committee (NRC)

The Company is required to constitute a Nomination and Remuneration Committee as contained under Section 177 of the Companies Act, 2013 during the year under review.

The Company''s Nomination & Remuneration Policy statement, in accordance with Section 177 of the Companies Act, 2013 and Rules, thereto are annexed to this report as Annexure D.

19. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, is set out in the annexure forming part of the Annual Report as Annexure E.

20. Risk Management Policy

As per the requirement of Section 134(3)(n), the Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed.

21. Management Discussion and Analysis Report

The management discussion and analysis report as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been attached and forms part of this directors'' report.

22. Corporate Governance

Your Company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report as Annexure G. A certificate from the Practicing Company Secretary M/s. Parikh Dave & Associates regarding compliance of conditions of corporate governance also forms the part of this report.

23. Details of Significant and Material Orders Passed by The Regulators, Courts and Tribunals

During the year under review, no such order which may impact the going concern status and Company''s operation in future, was passed by the regulator, courts or tribunal.

24. Web Link of Annual Return

In line with the requirement of the Companies (Amendment) Act, 2017, effective from July 31,2018, the extract of annual return is no longer required to be part of the Board Report. However, in Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year ended March 31,2023 and other policies of the Company is placed on the Company''s website www.dharmajcrop.com/ investors-disclosures-under-regulation-46-and-62-of-sebi-lodr-regulations-2015/ Annual Return of the Company

25. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to create a safe and healthy working environment that enables the employees to work without fear of sexual harassment at workplace.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder, your Company has constituted Internal Committees (IC) and has also formulated and adopted a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year under review.

No. of Complaints received: Nil No. of Complaints Disposed of: Nil

26. Particulars of Employees

The Company does not have any employee drawing Remuneration as prescribed in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

27. Vigil Mechanism

The Company has implemented Vigil Mechanism. For details please refer Corporate Governance Report attached as a separate Annexure G.

28. Human Resource & Industrial Relations

Your Directors believe that the key to the success of any Company are its employees. Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

29. Acknowledgment

Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other stakeholders for their assistance and co-operation to the Company. Your Director express their deep sense of appreciation and gratitude towards all employees and staff of the Company and wish the management all the best for further growth and prosperity.

For and on behalf of the Board DHARMAJ CROP GUARD LIMITED

Sd/- Sd/-

Rameshbhai R Talavia Jamankumar H Talavia

Place: Ahmedabad Chairman & Managing Director Whole-Time Director

Dated: July 11,2023 DIN: 01619743 DIN: 01525356