Dhanuka Agritech Ltd

Dear Members,

Your Directors are pleased to submit the 39th 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 31st March, 2024.

Financial Highlights

The financial performance of the company for the Financial Year ended March 31, 2024 is summarised below:

Note: There were two Wholly Owned Subsidiaries of the Company namely, M/s Dhanuka Chemicals Private Limited (DCPL) and Dhanuka Agrisolutions Private Limtied, Incorporated in Bangladesh (DASPL). DCPL has not started its operations since its incorporation, and an application for strike-off has been filed with the Registrar of Companies (ROC) to remove its name from the Registrar Of Companies. DASPL has been liquidated on 10th August, 2023.

Consolidated Financial Statements

The Consolidated Financial Statements of your Company for the Financial Year 2023-24 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 39th Annual General Meeting ('AGM').

During the period under review, Revenue from Operations was at Rs. 1758.54 Crores up by 3.4% over last year. EBITDA was at 327.44 Crores, up by 17.5% over last year. Profit after Tax was at Rs. 239.09 crores up by 2.4% over last year.

Business Operations

During the Financial Year under review, the industry went through a lot of challenges severely impacted by El Nino conditions that caused lower rainfall resulting in a moderate year for farmers' demand in India. The global demand for agrochemicals was also down due to continued destocking in the US and Brazil. This resulted in a drastic reduction in prices of generic molecules. In both India and China, new plant capacities have come online in the last 2 years, resulting in overcapacity and oversupply, keeping the prices on the lower carve for more than a year now. Many of the products were at historic lows, resulting in low revenue growth despite the increase in volumes.

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.

This year due to the continuous decline in prices of generic products, ranging from 5% to 40%, there is a significant gap in volume growth and value growth. While the volume has grown by 9.07%, the value has grown by only 3.43%, representing an overall value reduction of 5.64% on the entire portfolio.

Dhanuka has a healthy Net worth of Rs. 1255.88 Crores as on 31st March, 2024. ICRA has accorded credit rating [ICRA]AA (pronounced ICRA double A) for fund-based limits and [ICRA]A1+ (pronounced ICRA A one plus) rating for non-fund- based limits of the Company.

During the year, the Company received registration certificate for Halosulfuron methyl 6% + Metribuzin 50% WG on Sugarcane for the control of different types of weeds u/s 9 (3) FIM (Formulation Indigenous Manufacture) of the Insecticide Act, 1968.

The Company has launched one insecticide product under the brand name Lanevo containing Fluxametamide 5.81% + Bifenthrin 5.81% EC (11.62 % EC w/w) (12% EC w/v) for the control of White fly (Bemisia tabaci), Jassid (Amrasca bigutulla bigutulla), Shoot & Fruit borer (Leucinodes orbonalis) in Brinjal crop, Leaf minor (Liriomyza trifolli) & Fruit borer (Helicoverpa armigera) in Tomato crop, Thrips (Cirotothrips dorsalis), White fly (Bemisia tabaci) & Fruit borer (Helicoverpa armigera) in Chilli crop and one Herbicide product under the brand name Purge containing Fomesafen 12.5% + Quizalofop ethyl 4.68% EC which is a post emergence herbicide for the effective control of Narrow leaf weeds and Broad leaf weeds and sedges in groundnut and soybean crops u/s 9(3)- of the Insecticide Act, 1968.

The Company has introduced a bio-fertilizer, MYCORe SUPER which is a premium & advanced Arbuscular Mycorrhizal Fungi (AMF) with 100% endomycorrhiza consisting of virulent & high performing mycorrhizal species with added power that establishes faster symbiotic relationship with the roots and

facilitates better nutrient & water uptake. By leveraging natural processes. The product provides farmers with a cutting-edge solution to maximize yields while minimizing environmental impact.

The Company has received registration certificates for export of Pendimethalin 40% EC, Atrazine 90% WDG, Pendimethalin 50% EC, Ametryn 80% WP, Ametryn 50% SC, Tebuconazole 25% EW, Atrazine 50% SC, Prometryn 50% SC, Tebuconazole 43% SC, Deltamethrin 2.5% EC and Metribuzin 75% WDG u/s 9(3).

The Company has also received certificates u/s 9 (4) of the Insecticide Act, 1968 for TIM for Metribuzin Technical, Bifenithrin Technical, Glyphosate Technical 95% w/w Min., Lambda Cyhalothrin Technical, Pendimethalin Technical, Tebuconazole Technical, and Propiconazole Technical.

The Company has entered/signed MoUs with various universities to jointly conduct research in crop protection including Assam Agricultural University (Assam), Dr. Panjabrao Deshmukh Krishi Vidyapeet (Akola), Swami Keshwanand Rajasthan Agricultural University (Bikaner).

The Company has entered into an MOU with ICAR (Indian Council of Agricultural Research), New Delhi for scientific and technical cooperation in the implementation of the project of national research institutions/ Regional stations/ KVK's & Agricultural universities under ICAR.

Dividend

During the Financial Year 2023-24, the Board of Directors in their meeting held on 2nd February 2024 declared an Interim Dividend @ 400% i.e. Rs. 8/- per Equity Share having Face Value of Rs.2/- each.

The Board of Directors has also recommended a Final Dividend @ 300% i.e. Rs. 6/- per Equity Share having Face Value of Rs.2/- each for the FY 2023-24. The said Dividend, if approved by the Members at the ensuing 39th Annual General Meeting (AGM), will absorb Rs. 27.35 Crore. The Final Dividend shall be paid by 31st August, 2024.

Dividend Distribution Policy

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') requires the top 1000 listed entities, based on market capitalization, to 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 2023-24, the Company has transferred 2nd Interim Dividend for FY 2015-16 amounting to Rs. 11,16,620/- (Rupees Eleven Lakh Sixteen Thousand Six Hundred and Twenty) 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 2023-24, 33,750 no. of Equity Shares related to FY 2015-16 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:

There were two Wholly Owned Subsidiaries of the Company namely, M/s Dhanuka Chemicals Private Limited (DCPL) and Dhanuka Agri-solutions Private Limtied, Incorporated in Bangladesh (DASPL).

DCPL was incorporated in India on 21st June 2021 and the Company along with its nominee(s) has fully subscribed 10,000 Equity Shares of this subsidiary. The operations of DCPL have not started since its incorporation.

The Board of Directors of your Company in their meeting held on 7th November, 2023 had approved the Strike-off of DCPL. The application for Strike-off has been filed with the Registrar of Companies (ROC), NCT of Delhi and Haryana. The application is yet to be approved by the Registrar Of Companies.

DASPL has been liquidated on 10th August, 2023.

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 "Investors" section.

Share Capital

The paid-up Equity Share Capital as at 31st March, 2024 was Rs. 9.12 Crores. During the Financial Year 2023-24, the Company has not issued any shares.

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.

As per the IMD Report, the monsoon is expected to be very good this year. The major weather forecasters have predicted above 100% rainfall this year on the back of developing La Nina conditions. Therefore, this year, the demand for all the Company's products is expected to be very good. Further, the price reductions of the previous year have bottomed out, and we are seeing an upward movement in few products. This year, the Company is expecting very strong growth. 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 2024-25.

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.

Product Launches

The following New Products have been launched in the Financial Year 2023-24.

Mesotrax

Mesotrax is an innovative pre-mix herbicide tailored to meet the needs of forward-thinking Maize growers. Recognizing the importance of ensuring optimal nutrient availability for crops by eliminating weed competition, Mesotrax offers a ground breaking solution. Taking inspiration from nature itself, this herbicide delivers enhanced and prolonged control of both grassy and broadleaf weeds. With Mesotrax, progressive Maize growers can expect superior weed management to maximize crop health and productivity.

Defend

Defend, with Pyraxalt™ active, is a groundbreaking insecticide providing complete protection against major rice hopper species like BPH and WBPH. Its unique mode of action swiftly halts feeding damage across all hopper stages, ensuring superior control, even in resistant pests. With extended duration control and superior rainfastness, Defend minimizes the need for frequent applications, promoting sustainable agricultural practices while delivering higher crop yields and quality.

Semacia

Semacia is a potent insecticide introduced by Dhanuka Agritech Limited, integrates Chloratranilprole (10%) and Lambdacyhalothrin (5%) ZC, offering broad-spectrum insect control against lepidopteran pests across various crops. Specifically designed for the Indian market, this newly launched product ensures effective pest management for Indian farmers.

Implode

Implode is a selective herbicide tailored for maize crops, harnesses the power of Topramezone at 33.6 percent SC to combat both narrow-leaf and broad-leaf weeds. By impeding weed nutrient absorption and eradicating them from the root, Implode ensures crop vitality, promoting healthier growth and improved yields.

Tizom

'Tizom' is a groundbreaking herbicide Introduced in collaboration with Nissan Chemical Corporation, Japan, whose unique composition and properties promise to revolutionize weed control in sugarcane farming. Two key active ingredients of 'Tizom'- Halosulfuron Methyl 6% + Metribuzin 50% WG - provide an effective solution for controlling a wide range of weeds, including narrow leaf weeds, broadleaf weeds and Cyperus rotundus. Thus, it plays a pivotal role in increasing the productivity of sugarcane crops.

LaNevo

'LaNevo' marks a strategic collaboration with Nissan Chemical Corporation, Japan, further strengthening Dhanuka's insecticide portfolio. LaNevo offers dual benefits with a unique mode of action for enhanced crop protection against sucking and chewing pests. It is designed to minimize resistance development and, promoting healthier crops and higher yields.

MyCore Super

MYCORe Super is our latest in-house innovation in biofertilizers. Harnessing natural biological processes, it boosts crop yield and quality, especially in high-value crops. This product signifies a milestone in our agricultural commitment, ushering in a new era of sustainable farming practices.

Purge

Purge is a high-tech herbicide introduced in a strategic collaboration with Nissan Chemical Corporation, Japan. It is highly effective in controlling both narrow and broad leaf weeds in soyabean & groundnut and may play a pivotal role in enhancing crop yield, thus, benefiting farmers a great deal.

BiologiQ

Dhanuka has reemerged into the agri-biological segment with the reintroduction of its BiologiQ range of products. BiologiQ represents an innovative lineup of sustainable solutions crafted through the fusion of traditional science and modern agricultural practices.

This unique range encompasses various products aimed at crop protection, soil health enhancement, and plant nutrition, all derived from natural sources. The BiologiQ products are designed to be used either individually or in conjunction with conventional chemical products as part of an Integrated Pest & Nutrition Management (INM) strategy, delivering potent outcomes for both crops and soil.

Aligned with the principles of 4Rs - Resistance, Residue, Resurgence, and Soil Rejuvenation management, the BiologiQ portfolio employs diverse action modes to bolster crop yield and enhance farm productivity.

The reintroduced BiologiQ range comprises six products, namely:

• Whiteaxe biological insecticide

• Nemataxe biological insecticide

• Downil biological fungicide

• Sporenil biological wilticide

• Myconxt biological biofertilizer

• Omninxt biological biofertilizer

This reintroduction signifies our commitment to providing innovative and sustainable solutions to meet the evolving needs of agriculture.

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 2023-24. 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

- In accordance with the provisions of the Companies Act, 2013, Mr. Harsh Dhanuka , Executive Director and Mr. Ashish Saraf, Whole-time 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 39th Annual General Meeting.

- Mr. Mridul Dhanuka (DIN:00199441), Non Executive and Non Independent Director tendered his resignation from the Board w.e.f the close of business hours of November 7, 2023.

- Appointment of Mr. Manish Dhanuka (DIN:00238798), Non Executive and Non-Independent Director as an Additional Director w.e.f November 7, 2023, which was further approved by the Members via Postal Ballot dated 22nd December, 2023.

- Cessation of Mr. Priya Brat (DIN: 00041859) and Mr. Vinod Kumar Jain (DIN: 01185937) Independent Directors of the Company:- they will be ceased to be the Directors of the Company upon completion of their second term on 19th May, 2024.

- Appointment of Mr. Satish Kumar Gupta (DIN: 00766438)

i) as an Additional Director (Independent), till the next General Meeting or for a period of three months from the date of appointment, whichever is earlier,

ii) as an Independent Director for a tenure of 5 consecutive years commencing from 17th May, 2024 to 16th May, 2029, subject to the approval of the Members of the Company at the ensuing 39th Annual General Meeting of the Company.

- Re-appointment of Mr. Bajrang Lal Bajaj (DIN: 00041909) as an Independent Director of the Company, for a further period of 5 years (second term) from 21st May, 2024 subject to the approval of the Members of the Company at the ensuing 39th Annual General Meeting of the Company.

- Re-appointment of Ms. Namrata Gupta (DIN: 08358673) as an Independent Director of the Company, for a further period of 5 years (second term) from 21st May, 2024 subject to the approval of the Members of the Company at the ensuing 39th Annual General Meeting of the Company.

- Re-appointment of Mr. Harsh Dhanuka (DIN: 00199516) as an Executive Director of the Company, for a further period of 5 years from 21st May, 2024 subject to the approval of the Members of the Company at the ensuing 39th Annual General Meeting of the Company.

- Continuation of the appointment of Mr. Mahendra Kumar Dhanuka, Vice Chairman & Managing Director of the Company even after attaining the age of 70 years.

- Re-appointment of Mr. Mahendra Kumar Dhanuka (DIN: 00628039) as Managing Director under the designation Vice Chairman & Managing Director of the Company, even after attaining the age of 70 years for a further period of 5 years from 14th August, 2024 subject to the approval of the Members of the Company in the ensuing 39th Annual General Meeting of the Company

- There is no change in Chief Financial Officer and Company Secretary of the Company.

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)? 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 31st March, 2024.

- 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 39th 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.

An updated Corporate Social Responsibility Policy has been adopted by the Board in its Meeting held on 2nd February, 2024, which is also 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 thereunder. 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), Mr. Abhishek Bijoy (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 2023-24, 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 an updated Whistle Blower Policy has been adopted by the Board in its Meeting held on 2nd February, 2024, which is available on the website of the Company i.e. www.dhanuka.com under the "Investors" section. One complaint has been received by the Company during the year which was immediately taken up in the Audit Committee of the Board.

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 Non-Executive 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.

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.

An updated Policy relating to the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management has been adopted by the Board in its Meeting held on 2nd February, 2024.

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.

An updated Related Party Transaction Policy has been adopted by the Board in its Meeting held on 2nd February, 2024, which is also available on the website of the Company i.e. www.dhanuka.com under "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 10th 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 "Investors" Section.

Internal Control Systems and their adequacy

Mr. Rohit Khaneja, Chief Internal Auditor of the Company resigned on 31st March, 2024. Post his resignation, Mr. Arun Mehta was appointed as Chief Internal Auditor of the Company by the Board in their Meeting held on 17th May, 2024. He is a Chartered Accountant and has 13 years of rich experience in Internal Audit, Corporate Governance, Management Assurance, Risk Assessment and Process Revamping and Operational work.

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 38th Annual General Meeting have reappointed 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 38th AGM till the conclusion of the 43rd 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 2023-24 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 2023-24. 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 17th May, 2024 has 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 Financial Year 2024-25. 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 & Associates, 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 2024-25.

Status of Listing Fees

Listing Fees for the Financial Year 2024-25 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 going 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.

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. & 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.