Dhanuka Agritech Ltd

Dear Members,

Your Directors are pleased to submit the 40 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 March, 2025.

Financial Highlights

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

(Rs. in Crores)

Note : The wholly owned subsidiary of the Company, Dhanuka Chemicals Private Limited (DCPL) made a voluntary application with the jurisdictional Registrar of Companies ("ROC"), to strike off its name from the Register of Companies. Consequently, the name of DCPL has been struck off from the record of ROC w.e.f. 16" July, 2024 and it ceased to be the Wholly Owned Subsidiary of the Company from the said date.

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'] which shall also be provided to the Members in their forthcoming 40 Annual General Meeting ('AGM'). During the period under review, Revenue from Operations was at Rs.2035.15 Crores up by 15.73% over last year. EBITDA was at Rs. 452.71 Crores, up by 24.92 % over last year. Profit after Tax was at Rs. 296.96 Crores up by 24.20 % over last year.

Business Operations

During the Financial Year under review, India's agriculture sector displayed notable resilience, driven by a favourable Kharif season and above-average monsoon rainfall, which contributed to increased foodgrain production. The sector continued to progress with the adoption of advanced technologies such as precision farming, data-driven analytics, and automation. Enhanced government focus and rising investments further propelled agricultural growth. Robust performance in horticulture and livestock segments boosted rural incomes, while strategic policy interventions helped stabilise farmer earnings and enhance productivity.

As you are aware, your Company is a leading agrochemical company in India, focusing on brand sales in the market. The company's strength lies in the manufacturing and marketing of formulated products. In FY 2023-24, the Company commenced operations at the Dahej chemical synthesis plant, and the Company is working to create breakthroughs in its chemical synthesis plant with the new R&D laboratory with 30 chemists for research and chemical processes. Dhanuka is working with the vision of transforming India through agriculture. In FY 2024-25, the Company has acquired international rights to the active ingredients Iprovalicarb and Triadimenol (invented by Bayer AG, Germany). With this acquisition, Dhanuka plans to expand its footprint in more than 20 countries, including the regions of Latin America, Europe Middle East & Africa as well as Asia including India. This acquisition will enable Dhanuka to embark on a journey of global market expansion. Dhanuka will be shifting the manufacturing of at least one of the products to India, leveraging the capabilities of our manufacturing unit at Dahej, Gujarat.

Dhanuka has a healthy Net worth of Rs.1402.72 Crores as on 31 March, 2025. Care Edge has accorded credit rating CARE AA; Stable for long term bank facilities and CARE AA; STABLE/CARE A1+ for long term/ short term bank facilities.

During the year, the Company received registration certificates for Ipfencarbazone Technical 97% w/w min u/s 9(3) and Glufosinate ammonium Technical 95% w/w min. u/s 9(3) TI. Halosulfuron methyl 6% + Metribuzin 50% WG and Etofenprox 6% + Diafenthiuron 25% WG u/s 9 (3) endorsement for additional packaging. The Company has launched herbicides products under brand name Dinkar containing Ipfencarbazone 25% SC (22.81% w/w) on Transplanted Rice for the control of Echinochloa crusgalli (Sanwak), Ludwigia parviflora (Ban long), Eclipta alba (Bhringraj), Ammania baccifera (Banmirch), Cyperus iria & Cyperus difformis (Motha) weeds and Purge containing Fomesafen 12.5% + Quizalofop ethyl 4.68% EC on Groundnut & Soybean for the control of different types of weeds u/s 9(3)- of the Insecticide Act, 1968.

The Company has received registration certificates for Export of Bifenthrin 25.1% EC, Ethion 47% w/v EC and Iprovalicarb 5.5% + Propineb 61.25% WP u/s 9(3). Company has also received the certificates u/s 9 (4) TIM of the Insecticide Act, 1968 for Difenoconazole Technical 95% w/w min. Cyflufenamid 5% EW on Chilli crop for the control of Powdery mildew disease u/s 9(3), Validamycin 3% L on Paddy crop for the control of sheath blight disease u/s 9(4) and Azoxystrobn 18.2% + Difenoconazole 11.4% SC on Chilli crop for the control of Anthracnose & Powdery mildew disease and Paddy crop for the control of Sheath blight disease u/s 9(4) for Label expansion through Drone application.

The Company has entered/signed MoUs with various universities to jointly conduct research in crop protection including ICAR (Indian Council of Agricultural Research), New Delhi.

Dividend

The Board of Directors has recommended a Final Dividend @ 100% i.e. Rs. 2/- per Equity Share having Face Value of Rs.2/- each for the FY 2024-25.The said Final Dividend, if approved by the Members at the ensuing Annual General Meeting (AGM), will absorb Rs. 9.16 Crore. The Final Dividend shall be paid by 31st August, 2025 to those shareholders whose name appear in the Register of Member as on Record Date fixed by the Company .

Dividend Distribution Policy

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the top 1000 listed entities based on market capitalization, shall formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company.

The Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Policy is attached as

"Annexure A" and is also available on the website of the Company i.e. www.dhanuka.com under the "Investors" section.

Transfer of Unpaid/ Unclaimed Dividend and Shares to IEPF

During the Financial Year 2024-25, the Company has transferred Final Dividend for FY 2016-17 amounting Rs. 2,10,834/- (Rupees Two Lakh Ten Thousand Eight Hundred and Thirty Four only) and interim dividend of Rs. 5,06,088/- (Rupees Five Lakh Six Thousand and Eighty Eight only) for the FY 2017-18 to the Investors Education and Protection Fund (IEPF) pursuant to the provisions of Section 124(5) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time).

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules mentioned therein, all Shares in respect of which Dividend has not been paid or claimed for 7 (Seven) consecutive years or more were transferred in the name of IEPF after requisite notice to concerned Shareholders. During FY 2024-25, 10,303 no. of Equity Shares of the shareholders who have not claimed their Dividend related to FY 2016-17 were transferred to IEPF. Details of transferred Shares in previous years are available at the Company's website i.e.,www.dhanuka.com under the "Investors" section, and such shares can be claimed back from IEPF Authority after following the prescribed procedure.

Subsidiary Companies

The wholly owned subsidiary of the company, Dhanuka Chemicals Private Limited (DCPL) made a voluntary application with the jurisdictional Registrar of Companies ("ROC"), to strike off its name from the Register of Companies. Consequently, the name of DCPL has been struck off from the record of ROC w.e.f. 16" July,2024 and it ceased to be the Wholly Owned Subsidiary of the Company. As the Company was existing during the FY 2024-25, the Results of DCPL will be consolidated.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of Financial Statements of the Company's subsidiary in Form No. AOC-1 is annexed as Annexure "B".

The Company does not have any Material Subsidiary in terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, a Policy on Material Subsidiary has not been formulated. There are no Associate or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013.

Further, Pursuant to Section 136 of the Companies Act, 2013, the Company's Standalone and Consolidated Financial Statements, along with relevant documents and separate Accounts in respect of the Wholly-owned Subsidiary are available on the website of the Company i.e., www.dhanuka.com under the "Investors" section.

Share Capital

The Issued and Paid-up Equity Share Capital as at 31 March, 2025 was Rs. 9.02 Crores. During theFinancial Year 2024-25, the Company has bought back its 5,00,000 nos. of fully paid up Equity Shares, representing 1.10% of the total issued and paid up equity share capital of the Company @ Rs. 2000/- per equity share aggregating to an amount of Rs. 100.00 Crores and extinguished those shares on September 11,2024, Consequently, Paid up Share Capital has been reduced by Rs.10,00,000.

Transfer to General Reserve

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

Deposits from Public

During the year under Report, your Company has not accepted any Deposits from the Public.

Future Prospects

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

The outlook for the agrochemical industry in 2025 appears promising, with signs of market recovery supported by stabilising agrochemical prices and improved weather conditions across key regions including Europe, Asia, and Brazil. Agricultural chemicals will continue to play a pivotal role in enhancing crop productivity and ensuring global food security amid rising demand. The global agrochemical market is projected to reach USD 230.62 billion in 2025, growing at a CAGR of 3.4% during 2025 2033 period, driven by population growth, increasing food consumption, and the need for more efficient and protective farming practices.

In India, the agrochemical sector is forecast to grow at a CAGR of 4% through 2025 2030, reaching an estimated market size of USD 10.38 billion by 2030. The overall outlook for Indian agriculture in 2025 is encouraging, with expectations of a strong rebound and potential new records in foodgrain production. This positive trend is underpinned by favourable monsoon predictions and strengthening rural demand. The Indian Meteorological Department (IMD) has released an optimistic first forecast for the 2025 monsoon, predicting "above normal" rainfall for the second consecutive year a development likely to further bolster the performance of India's agrarian economy. Source:https://news.agropages.com/News/NewsDetail---53409.htm

Considering above, this year, the demand for all the Company's products is expected to be very good. The Company has a strong pipeline of section 9(3) and 9(4) products. This will drive revenue growth in the coming years. Further, the Company is working towards engaging with all the participants across the value chain both upstream and downstream to deliver a strong kharif season and build a solid momentum for the Financial Year 2025-26.

The company's strength lies in the manufacturing and marketing of formulated products. In FY 2023-24, Dhanuka commenced operations at our Dahej chemical synthesis plant, and working to create breakthroughs in chemical synthesis with our new R&D laboratory with 30 chemists for research and chemical processes. Further, post acquisition of international rights to the active ingredients Iprovalicarb and Triadimenol (invented by Bayer AG, germany), the Company plans to expand its footprint in more than 20 countries, which will also help to boost the top line and bottom line of the Company. Dhanuka will be shifting the manufacturing of at least one of the products to India, leveraging the capabilities of our manufacturing unit at Dahej, Gujarat. Further, the Company has also start focusing on the export business and expecting a significant growth in export in Financial Year 2025-26.

Product Launch

The following New Products have been launched during the Financial Year 2024-25.

Turmoil

Turmoil (Glufosinate Ammonium 13.5% SL) is an advanced non-selective herbicide offers excellent effectiveness against resilient weeds and ensures applicator safety when used with the specified guidelines.

Miyako

MIYAKO an effective Miticide has Cyenopyrafen 30% SC which belongs to beta-ketonitrile acaricide group having control on all types and all stages of mites to have superior mite control and thus gives a beautiful crop with enhanced quality. It is registered in many other countries apart from India..

Markar Super

Markar Super (Bifenthrin 8%SC) is a world renowned, new generation, broad spectrum insecticide of Pyrethroid group. Markar super through its contact and stomach action controls different types of mites and bugs very effectively.

Protocol

Protocol (Propineb 70% WP) is used as a foliar spray for the control of fungal diseases in different crops. Protocol is indispensable in anti-resistance strategies due to its special mode of action.

Delight

Delight (Dodine 65% WP) is a Dithiocarbamate, Broad spectrum contact fungicide. Delight provides excellent preventive & fast curative action against fungal infection by disrupting fungal cell membrane formation.

Roxa

Roxa is a pre-emergent herbicide from Dhanuka Agritech, designed to control resistant phalaris minor weed in wheat crops. It contains Pyroxasulfonr 85% WG and is a one-time application solution for weed management in wheat.

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

Information as required u/s 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to measures for Conservation of Energy, Technology Absorption and Details of Foreign Exchange Earning and Outgo forming part of this Report are given in Annexure "C".

Web address for Annual Return

The Annual Return of the Company pursuant to Section 92(3) of the Companies Act, 2013 is available on the website of the Company i.e., www.dhanuka.com under the "Investors" Section.

Business Responsibility and Sustainability Reporting

The Company is also providing a Business Responsibility and Sustainability Report as stipulated under the Listing Regulations.The Business Responsibility and Sustainability Report (BRSR) describes the initiatives taken by the Company from an environmental, social and governance perspective and it is displayed on the Company's website at www.dhanuka.com under the "Investors" section.

A copy of the BRSR Report is annexed to this Report as Annexure-"D".

Meetings of the Board

Four Meetings of the Board of Directors were held during the Financial Year 2024-25. Detailed information about meetings of the Board of Directors and its Committees are given in the Corporate Governance Report annexed to this Report. The Company is in compliance with the Secretarial Standards prescribed by the Institute of Company Secretaries of India for the Board and Committee meetings.

Board of Directors and KMP

O In accordance with the provisions of the Companies Act, 2013, Mr. Mahnedra Kumar Dhanuka, Chairman & Executive Director and Mr. Manish Dhanuka, Non-Executive Director will be liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, they have offered themselves for re-appointment. Their re-appointments are recommended for the Members' approval at the ensuing Annual General Meeting.

O Cessation of Mr. Priya Brat (DIN: 00041859) and Mr. Vinod Kumar Jain (DIN: 01185937) Independent

Directors of the Company due to completion of their second term on 19 May, 2024

O Based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Satish Kumar Gupta (DIN: 00766438) as an Additional Director (Non-Executive and Independent Director), w.e.f. May 17, 2024 in accordance with provisions of the Companies Act, 2013 and Rules framed thereunder. Thereafter, at the 39 Annual General Meeting, Members of the Company approved to appoint Mr. Satish Kumar Gupta as an Independent Director for a term of 5 (Five) consecutive years.

O Mr. Ram Gopal Agarwal (DIN: 00627386) has tendered his resignation from the office of Chairman and Whole-time Director of the Company w.e.f. the close of business hours of 2 August, 2024. Further, Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has designated Mr. Ram Gopal Agrawal as "Chairman Emeritus" of the Company w.e.f. August 3rd, 2024. Thereafter, Members of the Company has designated Mr. Ram Gopal Agarwal as Chairman

Emeritus for life in the company via passing the special resolution on 13 September, 2024 through Postal Ballot. Being at an Hon'ary position, Mr. Ram Gopal Agarwal, as Chairman Emeritus, will not be entitled for any remuneration/commission from the Company except for the reimbursement of the actual expenses incurred by him for the Company's activities.

O Based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Mahendra Kumar Dhanuka as Chairman & Executive Director of the Company w.e.f. 3 August, 2024 on the same terms and conditions as per the approval sought for his Appointment and Remuneration by the Shareholders in the 39 Annual General Meeting of the Company. Thereafter, Members of the Company via passing the special resolution on 13 September, 2024 through Postal Ballot has appointed Mr. Mahendra Kumar Dhanuka as Chairman & Executive Director of the company.

The Board of Directors after the recommendation of the Nomination and Remuneration Committee at its

Meeting held on 02 August 2024 has designated Mr. Rahul Dhanuka as Managing Director of the

Company with effect from 3 August, 2024 on the same terms and conditions as mentioned in the agreement of his Appointment and Remuneration as Whole-time Director approved by the Shareholders through Postal Ballot dated 15 March 2022. Thereafter, Members of the Company via passing the special resolution on 13 September, 2024 through Postal Ballot approved to appoint/designate Mr. Rahul Dhanuka as Managing Director of the company.

There is no change in Chief Financial Officer and Company Secretary of the Company during the FY 2024-25.

Familiarization Program

Details of the Familiarization Program for Independent Directors is available on the website of the Company i.e. www.dhanuka.com under the "Investors" Section.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

The applicable Accounting Standards have been followed along with proper explanations relating to material departures while preparing the Company's Standalone and Consolidated Annual Accounts for the Financial Year ended 31 March, 2025.

The Directors have 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.

The Directors 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 frauds and other irregularities.

The Directors have prepared the Standalone and Consolidated Annual Accounts on an ongoing concern basis.

The Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively.

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

Corporate Governance

Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Company's website i.e., www.dhanuka.com under the "Investors" Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with the Statutory Auditors' Certificate confirming compliance with Corporate Governance norms is annexed to this Report.

Management Discussion & Analysis

The Management Discussion and Analysis is given separately and forms part of the 40 Annual Report of the Company.

Corporate Social Responsibility (CSR)

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

The Corporate Social Responsibility Policy has been is available on the website of the Company i.e. www.dhanuka.com under the "Investors" section.

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

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

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

The ICC comprises Ms. Swati Chaudhary (Presiding Officer), Ms. Aastha Talwar(Member), Ms. Anita Mehta (Member) and Ms. Vaishali Rastogi (External Member). The Company has also formulated a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at the workplace. The Company's Policy under this Act is available on the Company's Website i.e., www.dhanuka.com under the "Investors" Section. The ICC provides a mechanism for reporting and redressing complaints related to Sexual Harassment of Women at the workplace. The Committee has not received any complaint of Sexual Harassment during the Financial Year 2024-25, nor has any complaint been received in previous years.

Committees of the Board

The details of the Committees of the Board are provided in the Corporate Governance Report forming part of this Report.

Whistle Blower Policy

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Whistle Blower Policy has been implemented as a mechanism for employees to report concerns about unethical behavior or actual or suspected fraud of all kinds, including alleged fraud by or against the Company, abuse of authority, whether made by a named complainant or anonymously.

The Policy is a step towards better Corporate Governance and is available on the website of the Company i.e. www.dhanuka.com under the "Investors" section. No complaint has been received by the Company during the year.

Material Changes and Commitments affecting the Company's Financial Position between the end of the Financial Year and Date of Report u/s 134 of the Companies Act, 2013

Except as disclosed in this Report, there have been no material changes and commitments, affecting the financial position of the Company between the end of the Financial Year till the date of this Report.

Declaration by Independent Directors

The Independent Directors of the Company have given the declarations stating that they continue to confirm the criteria set out for Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in the opinion of the Board, Independent Directors of the Company are persons of high integrity, expertise and experience and thus qualify to be appointed/continue as Independent Directors of the Company. Further, as required under section 150(1) of the Companies Act, 2013 they have registered themselves as Independent Directors in the Independent Director Data Bank.

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct as prescribed in Schedule IV to the Companies Act, 2013.

Performance Evaluation

In compliance with the requirement of Section 134(3)(p) and Schedule IV of the Companies Act, 2013 and Rules framed thereunder and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation received from the Nomination and Remuneration Committee, the Board of Directors of the Company evaluated and assessed the performance of the Company's Chairman, Individual Directors, Board as a whole and its Committees on the basis of parameters set by the Nomination and Remuneration Committee in the form of questionnaire based on emerging and leading practices and performance criteria such as strategic engagement, knowledge, diligence, ethics & values, oversight of the financial reporting process, including Internal Controls and Composition of the Board and its Committees etc.

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

Policy on Appointment and Remuneration of the Directors, Key Managerial Personnel and Senior Management

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178(3) of the Companies Act, 2013, the Company's Policy relating to the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management are available on the Company's website i.e., www.dhanuka.com under "Investors" Section.

Particulars of Inter Corporate Loans, Guarantees or Investments

The particulars of Inter Corporate Loans and investments of the Company have been provided in the Notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

Particulars of contracts or arrangements with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are given in Annexure "F" forming part of this Report. Notes to Accounts cover information on Related Party Transactions entered into by the Company.

During the year under review, the Company has not entered into any transactions with Related Parties that could be considered material in terms of the Company's policy on the materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Related Party Transaction Policy is available on the website of the Company i.e. www.dhanuka.com under the "Investors" section.

Risk Management Policy and Internal Adequacy

For Dhanuka, ongoing Risk Management is a core function of the Company's Management and it recognizes that the Company's ability to proactively identify, assess and minimize risk is critical in achieving its corporate objectives. The Board of Directors of the Company has approved a Risk Identification, Assessment and Mitigation Report to ensure appropriate and timely Risk Management, in compliance with the provisions of the Companies Act, 2013 and Listing Regulations. The Company's Internal Control systems are commensurate with the nature of its business and the size and complexity of its operations.

Risk Management Committee

A Risk Management Committee of the Board of Directors has been constituted in the Board Meeting held on 10 June, 2020. Mr. Rahul Dhanuka is the Chairman and Mr. Harsh Dhanuka, Mr. Sanjay Saxena, and Mr. VK Bansal are the Members of the Committee.

The scope of the Committee is to identify the elements of risk in different areas of operations and develop a policy for actions associated to mitigate the risks and to identify new and emergent risks. This Committee will inform the Board, on a timely basis, about risk assessment and minimization procedures, which in the opinion of the Committee may threaten the existence of the Company, if any.

The Risk Management Policy is also available on the website of the Company i.e. www.dhanuka.com under the "Investors" section.

Internal Control Systems and their adequacy

Post resignation of Mr. Arun Mehta, Mr. Himanshu singhal was appointed as Chief Internal Auditor of the Company by the Board in their Meeting held on 06 November, 2024.He is a Chartered Accountant and has 13 years of rich experience in Internal Audit, SOX Compliance, Cost Optimization, risk management, internal controls, preparation of Standard Operating Procedures(SOPs), business process re-engineering, fraud and forensic investigations and ensuring Statutory Compliances.

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

Statutory Auditors

The Members at their 38 Annual General Meeting have re-appointed M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants (FRN 000756N) as Statutory Auditors of the Company for a further period of 5 years from the conclusion of the 38 AGM till the conclusion of the 43 AGM of the Company. They have also confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Audit Report was given by M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants on the Financial Statements of the Company (on the Standalone and Consolidated basis) for the Financial Year 2024-25 forms part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and hence no detail is required to be disclosed under Section 134(3) of the Act.

No frauds have been reported by Auditors under Sub-section (12) of Section 143 of the Companies Act, 2013.

Secretarial Auditors

The Secretarial Audit of the Company was carried out by M/s. Ranjeet Pandey & Associates, Company Secretaries, Practicing Company Secretaries (PCS) for the Financial Year 2024-25. The Report given by the Secretarial Auditors is annexed as Annexure "G" and forms an integral part of this Director's Report. Further, in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amended) Regulations, 2015, the Annual Report on Compliance from Secretarial Auditors also forms part of the Secretarial Audit Report as Annexure "H".

There has been no qualification, reservation or adverse remark or disclaimer in their Report during the year under review. The Secretarial Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013. In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 and in terms of Regulation 24A of Listing Regulations, on the recommendation of the Audit Committee, the Board in their Meeting held on 16 May, 2025 re-appointed M/s. Ranjeet Pandey & Associates, Company Secretaries, (PCS), having Registered Office at A-160 (LGF), Defence Colony, New Delhi-110024 as the Secretarial Auditors of the Company for the period of 5 consecutive years from the Financial Year 2025-26 to 2029-30, subject to the approval of the Members at the ensuing Annual General Meeting. The Company has received their written consent stating that the appointment is in accordance with the applicable provisions of the

Act and rules framed thereunder.

Cost Records and Cost Auditors

In terms of provision of Section 148(1) of the Companies Act, 2013 maintenance of Cost Records is required by the Company and accordingly, such accounts and records are made and maintained.

The Board of Directors, in compliance with the provisions of the Companies Act, 2013, Rules and Notifications issued thereunder, has re-appointed M/s. N. Khandelwal & Co., Cost Accountants, having its Registered Office at A-71, Triveni Nagar, Gopalpura Bypass, Jaipur, Rajasthan-302018, as Cost Auditors to conduct Audit of the Cost Accounts maintained by the Company for the Financial Year 2025-26.

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.

Material Orders passed by Regulators, Courts or Tribunal

There were no significant or material orders passed by the Regulators, Courts or Tribunal that impact the ongoing concern status of the Company and the Company's operations in future.

Particulars of Employees

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is appended as Annexure "I" to this Report. The information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this Report. However, as per the First proviso to Section 136(1) of the Companies Act, 2013 and the Second proviso to Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the aforesaid Annexure. The said Annexure is open for Inspection and any Member interested in obtaining a copy of the said statement may write to the Company Secretary.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the ICSI on Meetings of the Board of Directors, General Meeting, and Voluntarily the Secretarial Standards on Dividend and Report of the Board of Directors.

Other disclosures:

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year;

Difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.

Acknowledgement:

Your Directors take this opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by the Central Insecticides Board, Directorates of Agriculture, Gujarat, J&K, Rajasthan, other Government Agencies, Bankers, Shareholders, Dealers, Distributors, Vendors, U.S., European & Japanese MNCs and the Farming Community who have reposed their trust and confidence in the Company.

Your Directors wish to place on record their appreciation for the cordial industrial relations maintained by workmen and the dedicated efforts put in by staff, towards the Company's continuous growth and success.