Your Directors have pleasure in presenting their Report along with the Audited Accounts (Standalone as well as Consolidated) of
your Company for the year ended 31^st March, 2025.

FINANCIAL SUMMARY

PERFORMANCE AND OPERATION REVIEW
Standalone Financial Results

In FY 2024-25, your Company achieved revenue of ? 399.84
crores as compared to ? 327.35 crores in FY 2023-24. Loss
before tax stood at ? (30.83) crores in FY 2024-25 as against
loss before tax ? (103.00) crores in FY 2023-24. Loss after
tax for the year remain at ? (9.87) crores in FY 2024-25 as
compared to loss after tax of ? (76.41) crores in FY 2023-24.

Earnings per share for the FY 2024-25 remains at ? (0.63) per
share as against ? (4.87) per share in FY2023-24.

Consolidated Financial Results

In FY 2024-25, your Company achieved revenue of ? 2,711.50
crores as compared to ? 2,615.77 crores in FY 2023-24. Profit
before tax stood at ? 19.31 crores in FY 2024-25 as against Loss
before tax of ? (122.26) crores in FY 2023-24. Profit for the year
remains at ? 3.24 crores in FY 2024-25 as compared to Loss of
? (153.45) crores in FY 2023-24.

Earnings per share for the FY 2024-25 remains at ? 0.21 per
share as against ? (9.79) per share in FY 2023-24. Cash Earning
per share for the current year works out to ? 18.94 as against
? 10.04 in the previous year.

A detail analysis of the performance of the company, its
subsidiaries and financial results is given in the Management
Discussion and Analysis Report, which forms part of this report.

US FDA INSPECTION

The Company's Bavla site was inspected by US Food and
Drug Administration (USFDA) during 4^th March, 2024 to 7^th
March, 2024. On 8^th May, 2024 the Company has received
Establishment Inspection Report (EIR) from the US FDA
indicated closure of the inspection.

The Company's Naroda site was also scheduled to inspect by
US Food and Drug Administration (USFDA) between 9^th June,
2025 to 13^th June, 2025 which was successfully completed on
12^th June, 2025. The inspection was concluded without any
observation or issuance of form 483's, confirming that no
concerns were discovered during the inspection.

Thus, the Company's facilities in Bavla and Naroda in India,
multiple facilities in Switzerland and the Netherlands continue
to be approved by the US FDA.

DIVIDEND

The results of the Company do not permit payment of any
dividend. Hence your Directors do not recommend the
payment of any dividend for the financial year ended 31^st
March, 2025.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general
reserves.

DEPOSIT

The Company has neither accepted nor invited any deposit
from public, falling within the ambit of Section 73 of the
Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.

OPERATIONS

Financial year 2024-25 was a significant year in terms
of scaling up operational activity across the Group. Your
company was successful in increasing operations from its
Bavla facility on the back of the regulatory clearance received
from the European Health Authority (EDQM). Additionally,
the Bavla site also received regulatory clearance from the US
FDA inspection in May, 2024 reinforcing our strong focus on
the continuous quality improvement initiatives undertaken at
the Bavla facility. Your company's wholly owned subsidiary,
CARBOGEN AMCIS AG in Switzerland showed an accelerated
performance regarding its commercial business though the
development business which was below expectations due to
geopolitical uncertainties. Further, CARBOGEN AMCIS AG.,
has entered into a co-investment agreement of more than
CHF 25 million with a Japan based key client to expand its
ADC Manufacturing sites situated at Aarau and Neuland in
Switzerland. An important milestone achieved in FY 2024-25
was the operationalization of the first manufacturing line in
the French entity in June, 2024 and the second one in January,
2025, adding a new offering in regards to our manufacturing
and sales capabilities. The successful commissioning of this
manufacturing plant truly makes us a one stop shop for the wide
range of services that we can offer to our customers right from
development of APIs to manufacturing finished formulations
in the form of parenteral deliveries to our customers. Your
French subsidiary also received the regulatory approval from
the French Health Authority (ANSM) in the FY 2024-25, which
is again a significant milestone. Additionally, your Shanghai
subsidiary received the local GMP certification too, which
opens a completely new revenue potential in terms of targeting
customers in China for APIs.

CDMO

The contribution of the Contract Development and
Manufacturing Organisation (“CDMO”) segment of the business
increased significantly to the overall business as compared
to the Marketable Molecules segment. This was largely on
account of substantial increase in the commercial supplies of
APIs from the Swiss entity and increase in CDMO business out
of Bavla facility. Your company is in the process of integrating
the Swiss CDMO business with the Indian CDMO business
thereby creating the synergies of niche API development out
of Switzerland and large scale manufacturing out of India with
strong project management capabilities to be offered from
Switzerland. This will allow both the entities to focus on its core
capabilities and thus make the drugs more affordable for the
end-patients. Efforts have already started in this direction with
the idea of creating a single sales organization, which should
be implemented in FY 2025-26. Additionally, there is already
a healthy exchange of people, including sales and operations,
within both these entities in order to understand the capabilities
better. This integration should help your company increase
business significantly in the years to come.

Your company is currently supplying 28 commercial molecules
and has a healthy pipeline of 12 molecules in late Phase III
development, which augurs well for the future growth potential

of your company. Your company's ADC portfolio has been
growing and the business potential from the co-investment
agreement entered into with a large Japanese innovator in
2021 seems to be on track to deliver significant growth to the
CDMO business. Moreover, the commissioning of the French
facility and receipt of ANSM certification for this facility is
expected to add immense value to your company as well as
to your customers. Your company is successfully developing a
molecule for a German innovator, where it provides end to end
service using both the Swiss entity and French entity capabilities.
Your company has plans to better utilize its Shanghai facility
after the receipt of the local GMP certification, which will allow
it to cater to the entire Chinese market for the APIs it could
manufacture out of this site. Additionally, the Manchester site
would continue producing non-GMP starting materials and
intermediates, which will help the Swiss entity to reduce the
cost of manufacturing APIs.

Vitamin D Analogues and Cholesterol

This segment did face challenges in terms of profitability
due to increased prices of a key raw material, however, your
company's subsidiary, CARBOGEN AMCIS BV, located in
Netherlands, has been taking actions to renegotiate the
existing contract with the supplier of this raw material as well
as include other suppliers for this offering, thus making the
procurement more competitive. Your company expects the
benefits of this price negotiation to start benefiting from the
next financial year. Overall this business segment has been
yielding a steady cash flow to your company. Your company
is investing into acquisition of new customers and forward
integrating the analogues into finished formulations through
its manufacturing capability in softgel capsules in India.

Generic API Business

Your company shall keep focussing only on those quaternary
compounds and generic APIs which meet the minimum margin
criteria. Certain low margin products are being discontinued
or shall be sold only in those geographies where the margin
realizations are greater than the minimum threshold. Your
company plans to expand the portfolio of contrast media
products as it sees a lot of unmet need in that segment of
generic products and expects the demand to keep growing.
Your company has been making lot of improvements in its
facility in Naroda location as well as in Bavla location in order
to reduce the costs of manufacturing these generic products
and thus fetch a better margin.

Capital Expenditure Plan at your Company

Your company successfully commissioned both manufacturing
lines in France in FY 2024-25. Your company would keep
on incurring the maintenance capital expenditure at all its
global locations. This will be needed to make sure that the
manufacturing plants are running as per the compliance
standards specified by the regulators and the business is able
to run without any major equipment issues. There would be
refurbishment expenditure to be incurred at the company's
Bavla manufacturing site in order to restart additional
manufacturing units as the receipt of sales orders increases.
Additionally, your company will keep investing in its digital
transformation initiatives and expects these initiatives to yield
significant benefits for global integration and centralized
processes. The other capital expenditure would be driven by
strong customer demands in specific areas like Antibody Drug
Conjugates, among others.

Performance of Major Subsidiary Associates

The major subsidiary companies have performed quite
well during the year under review. CARBOGEN AMCIS AG.,
Switzerland has performed quite satisfactorily as it reported
a healthy revenue of ? 2,041.98 crores and operating profit of
? 393.27 Crores.

CARBOGEN AMCIS BV, during the year, reported revenue
of ? 334.44 crores and operating profit of ? 18.86 crores.
CARBOGEN AMCIS (Shanghai) Co. Ltd. has reported
revenue of ? 120.85 crores and operating profit of ? 2.68
crores. CARBOGEN AMCIS Ltd. (UK) reported a revenue of
around ? 116.36 Crores and operating loss of ? (10.00) Crores.
CARBOGEN AMCIS SAS (RIOM) reported revenue of ? 82.95
crores and operating loss of ? (84.67) crores.

The major marketing subsidiaries viz. Dishman USA Inc.
reported revenue of ? 82.25 crores and operating profit of
? 3.43 Crores. Dishman CARBOGEN AMCIS (Europe) Ltd
reported revenue of ? 141.10 crores and operating loss of
? (2.87) Crores during the year under review. Other subsidiaries
have performed reasonably well during the year under review.

NON-CONVERTIBLE DEBENTURES

• As the members are aware that in January, 2023 the
Company has issued 5,000 (five thousand) senior,
secured, rated, listed, redeemable, principal protected,
market linked, non-convertible debentures of a face
value of ? 1,00,000 (Indian Rupees One Lakh only) each,
aggregating to ? 50.00 Crores (Indian Rupees Fifty
Crores only) on a private placement basis (“Debentures” or
“NCDs”). The said Debentures were listed on BSE Limited
under Scrip Code: 974556 having ISIN INE385W07018
and has been redeemed by paying full principal along
with interest payment on 17^th April, 2025 for which the
due date was 21^st April 2025. Upon the redemption on
maturity date said Debentures were delisted from BSE
Limited under Scrip Code: 974556 w.e.f. 23^rd May, 2025.

• Also, in July, 2024 the Company has issued 4,999 (four
thousand nine hundred and ninety nine) senior, secured,
rated, listed, taxable, redeemable, transferable, non¬
convertible debentures having face value of ? 1,00,000
(Indian Rupees One Lakh only) each, aggregating to
? 49.99 Crores (Indian Rupees Forty Nine Crore and
Ninety Nine Lakh only) on a private placement basis
(“Debentures” or “NCDs”). The said Debentures are listed
on BSE Limited under Scrip Code: 975834 w.e.f. 18^th
July, 2024 having ISIN INE385W07034. The payment of
interest of the said NCD is semi-annual, while due date
for principal amount of the said NCD is 15^th July, 2026.
First semi-annually interest payment due on 15^th January,
2025 has been paid on 13^th January, 2025 and second
semi-annually interest payment due on 15^th July, 2025 has
been paid during 11^th July, 2025 to 14^th July, 2025.

• Further, in March, 2025 the Company has issued 5000
(Five thousand) senior, secured, rated, listed, taxable,
transferable, redeemable, non-convertible debentures
having face value of ? 1,00,000 (Indian Rupees One
Lakh only) each, aggregating to ? 50.00 Crores (Indian
Rupees Fifty Crore only) on a private placement basis
(“Debentures” or “NCDs”). The said Debentures are listed
on BSE Limited under Scrip Code: 976560 w.e.f. 27^th
March, 2025 having ISIN INE385W07042. The payment

of interest of the said NCD is quarterly, while due date for
principal amount of the said NCD is 26^th March, 2027. First
quarterly interest payment due on 26^th June, 2025 has
been paid on the same day i.e. on 26^th June, 2025.

ALTERATION OF OBJECT CLAUSE OF MEMORANDUM
OF ASSOCIATION

As the members are aware that the members of the Company
have approved alteration of Object Clause of Memorandum
of Association (“MoA”) of the Company as per provisions of
Companies Act, 2013 by way of Special Resolution passed
through Postal Ballot on 31^st January, 2025. In respect of the
same, the Objects Clause III (B) - “Objects Incidental or Ancillary
to the attainment of the Main Objects' of the Memorandum of
Association of the Company has been amended by inserting
two new clauses to cover a wide range of activities to enable
your Company to centralize and provide support services to
other entities including but not limited to the subsidiaries and/
or Group Companies which to facilitate and will enable the
company to enlarge the area of operations and carry on its
business economically and efficiently.

RESEARCH AND DEVELOPMENT

Our drug product site in France is now fully operational.
Following a successful ANSM inspection, we have secured the
corresponding GMP certificate, authorizing us to fill vials with
aseptic high-potency drug products across all clinical phases
up to commercial production. Since receiving the certificate,
market interest in these services has surged, leading to a
marked increase in orders.

Further, the Saint-Beauzire facility is a state-of-the-art plant
with two production lines (one filling/lyophilisation and one
filling) that are increasingly operated at full capacity to
meet demand from customers in the Americas, Europe, and
Asia-Pacific. In addition to manufacturing, the site offers
extensive development capabilities and associated analytical
capabilities.

Across the Carbogen Amcis Group, development capacity
and expertise, with a strong emphasis on drug substances,
remain excellent. Work on late-stage projects was successfully
continued in the last fiscal year, and several new molecules
were added during the year. To better leverage synergies
between sites, we are pursuing closer collaboration between
the R&D departments of Carbogen Amcis sites and also
Dishman India site, with ongoing exchange of projects and
personnel between the locations.

Your Company is placing special emphasis on emerging
technologies such as bioconjugates (ADC) and continuous-flow
processing. These technologies enable us to offer customers a
broader range of solutions—from continuous supply of non-
HiPo developments to HiPo, conjugate chemistry, and drug-
product manufacture. Our capability to handle highly potent
products remains a key differentiator, attracting demand from
large pharmaceutical companies as well as mid-sized and
small biotech customers, who rely on the Company's extensive
expertise.

Research in cholesterol and vitamin D chemistry continues
to progress, with high expectations for new and efficient
manufacturing methods for calcifediol and calcitriol. Overall,
the Dishman Carbogen Amcis Group is committed to
expanding its pipeline through efficient, high-quality R&D

activities, a goal we have pursued successfully in the past
year. These efforts contribute meaningfully to improving public
health across multiple countries.

Beyond pharmaceuticals, the Group has launched other
initiatives, including the development of novel quaternary
ammonium salts used in the electronics industry and dentistry.
In sum, the Dishman Carbogen Amcis Group is broadening
its activities to strengthen support for our customers and to
sustain robust business performance.

SAFETY, HEALTH & ENVIRONMENT (SHE)

Dishman is committed towards excellence in Quality, Health,
Safety and Environment Management and ensure that
those working with the Company are safe at work and that
everyone takes responsibility for achieving this. We include
Environment, Health and Safety (EHS) and climate change-
related considerations in our business decisions and strive to
minimize the environmental impact of our operations on the
environment.

Measuring, monitoring, reviewing, analysing and reporting on
environmental, health and safety performance is an important
part of continuous improvement in our EHS performance.
Dishman's EHS conducts strategic planning to establish long¬
term EHS goals, assess resources required to achieve specific
goals, and ensure critical business alignment.

Company's products and processes are developed in
accordance with strictly defined local and international
rules to ensure safety and Health of workers as well as
the environment. This is achieved by conducting the Risk
Assessment, Qualitative Risk Assessment, Process Hazard
Assessment, Identification of significant environmental aspects,
Safety Audits, customer audits, HAZOP study and Environment
audits. Safety & Environment Management Program are being
taken to reduce the Significant Risk & Environment Impacts.
Dishman evaluates customer feedback and satisfaction
by internal and external communication in proposing and
establishing its long-term relations and to achieve goals in
manufacturing operations. Dishman's products and processes
are developed in accordance with strictly defined local and
international rules to ensure safety and Health of workers as
well as the environment. This is achieved by conducting the
Risk Assessments to identify potential hazards and analyse
what could happen if a hazard occurs. Dishman has the
standard operating procedures/guidelines/policy for SHE and
Identification of significant environmental aspects, Safety
Audits, customer audits and environment audits. Safety &
Environment Management Program are being taken to reduce
the Significant Risk & Environment Aspects.

Dishman continues to pursue world class operational
excellence on Process Safety Management (PSM). Dishman
has established the capabilities within the Company and
developed in-house experts in various facets of PSM. Dishman
has the process safety management (PSM) program, which
is the proactive identification, evaluation and mitigation or
prevention of chemical releases that could occur as a result of
failures in processes, procedures or equipment at site. Process
Hazard Analysis (PHA) at various plants is being carried out
to reduce process safety risks. Process Safety Management
covers the 14 elements required as per the standards.

The Company's QHSE policy is being implemented, among
others, through (i) Upgradation of existing Effluent treatment
system by investing substantial amount. The revamped
conventional effluent treatment system and MEE being state
of the art and fully automated units (ii) Maintaining the “Zero
Discharge” of waste water by series of treatment and reuse.
(iii) Stripper system, Multiple effect evaporator and ATFD for
concentrated effluent stream (iv) Biological Effluent Treatment
System, Tertiary treatment, Two Stage R.O. System and Multiple
Effect Evaporator for Dilute Stream Effluent (v) Safe disposal of
all types of solid and liquid waste ensuring zero harm to the
environment and compliance of all norms established by law of
the land. (vi) Practicing On-site emergency plan by conducting
mock-drills. (vii) Training on first aid and emergency response
team incorporated at regular intervals by third party, Maintain
and displayed the First aider and ERT list. (viii) Replacement
of hazardous process/chemical to non-hazardous process
for converting into low hazards by PSI/PHA/Hazop study and
Provide recommendation and also tracking the CAPA sheet
and ensure closure. (ix) Fire detection and protection system
available at site (x) QSHE policy with commited to Proactive
identification and implementation of occupational health
hazard, safety and environment aspects. (xi) Ensure 100% PPE's
compliance to all employees as well as contractors/visitors also.
(xii) Conducting intensive QHSE Training programs including
contractor employees and monitoring the effectiveness of the
same. (xiii) Participation of employees in Safety committee
meetings at all levels and celebrating the National Safety
Day/Week and World Environment Day as well as observing
Fire Service Day. (xiv) Tree plantation to increase the green
cover at site (xv) Independent safety and environment audits
at regular intervals by third party and also in-house by cross
functional team. (xvi) Independent safety and environment
audit at regular intervals for hazardous waste disposal vendors.
(xvii) In-house medical and health facility at site for pre¬
employment & periodical medical check-up of all employees
including contract employees (xviii) Additional health checkup
for employees based on their occupational needs. (xix) Blood
Donation Camp at site 2024 in association with the Sanjivani
Blood Bank, Ahmedabad for social cause.

Dishman, certified of excellence towards sustainable
development and to go beyond compliance, integrated its
ISO 14001:2015 for EMS, ISO 9001:2015 for QMS and ISO
45001:2018 for Occupational, Health and Safety Management
systems. The company is also certified EN/ISO 13485:2016 for
Medical Device Quality Management System for Disinfectant
Products. The adopted systems are being monitored for
continual improvements.

CREDIT RATING

India Ratings & Research Pvt. Ltd. (“Ind-Ra”) has assigned
both the Long-Term Loan and Short-Term Loan rating of the
Company as IND A with a Stable Outlook and IND A1 with
a Stable Outlook, respectively. It has also assigned Rating for
non-convertible debentures as IND A with a Stable outlook
and for Proposed non-convertible debentures as IND A with
a Stable outlook.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the provisions of Section 124(5) and 125 of the
Companies Act, 2013, the Company has transferred the unpaid
or unclaimed dividend up to and for the financial year 2016-17

(for interim dividend declared), to the Investor Education and
Protection Fund ('IEPF') established by the Central Government.

Details of unpaid/unclaimed dividend lying in the unpaid
account up to the Year and the corresponding shares, which
are liable to be transferred to the IEPF, and the due dates for
such transfer are given in details in the report on Corporate
Governance which forms part of this Annual Report.

LISTING

The equity shares of the Company are listed on the National
Stock Exchange of India Ltd., Mumbai (NSE) and BSE Ltd.,
Mumbai; while non-convertible debentures issued by the
Company are listed on BSE Ltd. Annual listing fees for the
FY 2025-26, as applicable, have been paid before due date to
the concerned Stock Exchanges.

FORMATION OF VARIOUS COMMITTEES

Your Company has several Committees which have been
established as part of the best Corporate Governance
practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statutes.

The Company has following Committees:

• Audit Committee.

• Stakeholders Relationship Committee.

• Nomination and Remuneration Committee.

• Corporate Social Responsibility Committee.

• Risk Management Committee.

• Management Committee.

• Internal Complaints Committee (for redressal of Sexual
Harassment complaint).

During the year, the Board has accepted all the
recommendations made by various committees including
Audit Committee. The details with respect to the compositions,
powers, terms of reference, number and dates of meetings of
such committees held during the year are given in details in
the report on Corporate Governance which forms part of this
Annual Report.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Annual Return

In accordance with the Companies Act, 2013, the annual return
in the prescribed format is available at https://imdcal.com/
images/files/Investor-Relations/Annual%20Return/Annual%20
Return%20for%20the%20vear%20ended%2031.03.2025.
pdf.

ii) Board Meetings

Regular Meetings of the Board are held, inter-alia, to review the
financial result of the Company. Additional Board Meetings are
convened to discuss and decide on various business policies,
strategies and other businesses. Due to business exigencies,
certain business decisions are taken by the board through
circulation from time to time.

During the FY 2024-25, the Board met 6 (Six) times i.e. on
30^th May, 2024, 13^th August, 2024, 23^rd September, 2024,
13^th November, 2024, 12^th February, 2025 and 12^th March, 2025.
The Board of Directors has also passed circular resolutions on 1^st
April, 2024 and 14^th December, 2024. Detailed information on
the meetings of the Board is included in the report on Corporate
Governance, which forms part of this Annual Report.

iii) Related Party Transactions

All Related Party Transactions are placed before the Audit
Committee and also the Board for approval. All the related
party transactions entered into during the financial year were
on an arm's length basis and were in the ordinary course of
business. Particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act, 2013,
in the prescribed Form AOC-2, is appended as Annexure A to
this Board's report. The policy on Related Party Transactions has
been approved by the Board and uploaded on the website of
the Company. The details of the transactions with Related Party
are provided in the accompanying financial statements vide
note no.31 of notes on financial statement as per requirement
of Ind AS 24 -related party disclosure. These transactions are
not likely to conflict with the interest of the Company at large.
All significant transaction with related parties is placed before
audit committee periodically.

iv) Particulars of Loans, Guarantees or Investments
under Section 186

The details of Loans, Investments and Guarantees covered
under the provisions of Section 186 of the Companies Act, 2013
are given in the Notes to the Financial Statements forming part
of Annual Report.

v) Material Changes and Commitments affecting the
Financial Position of the Company occurred after the
end of Financial Year

There are no material changes and commitments affecting the
Financial Position of the Company occurred after the end of
financial year.

vi) Subsidiaries, Joint Ventures and Associate
Companies

During the year, following changes happened in Subsidiary,
Joint Ventures and Associate Companies:

• During the year, a wholly owned step-down subsidiary
company namely “Shanghai Yiqian International
Trading Co., Ltd." has been merged into another
wholly owned subsidiary company namely “Dishman
International Trading (Shanghai) Co., Ltd" w.e.f. 13^th June
2024 to Streamline the current organisation structure,
and reduction in multiplicity of legal and regulatory
compliances and reduction in overheads.

In view of the above, the total number of subsidiaries including
step down subsidiaries as on 31^st March, 2025 was 18 (Eighteen).

Further, during the year, Nami Trading FZ LLC registered with
Ras Al Khaimah Economic Zone, UAE has been de-registered
w.e.f. 17^th May, 2024, which was dormant since long. The
Company's investment in the said Company was an amount of
AED 15,000 (? 4 Lacs), which is written-off.

vii) Accounting Impact due to revision in useful life of
Goodwill

The amalgamation held between Dishman Pharmaceuticals
and Chemical Limited and Dishman Care Limited into Dishman
Carbogen Amcis Limited accounted in the year 2016-17 under
the “Purchase Method” as per the then prevailing Accounting
Standard 14 - Accounting for Amalgamations, as referred to in
the Scheme of Amalgamation approved by the Hon'ble High
Court, Gujarat, which is different from Ind AS 103 “Business
Combinations”. The excess of consideration payable over net
assets acquired had been recorded as goodwill amounting to
? 1,326.86 crores, represented by underlying intangible assets
acquired on amalgamation and was being amortized over the
period of 15 years from the Appointed Date i.e. 1^st January, 2015.

The value of the Goodwill had already been reduced by
? 641.28 crores by March 31, 2022, the Board re-assessed
the life of the Goodwill looking at the expected growth and
benefits available to the Company. Taking a conservative view,
considering the possible impact of COVID and the delay in
clearance of EDQM observations for the Bavla site, the Board
revised the useful life of goodwill to 15 years starting from 1^st
April 2022 instead of the remainder useful life of 7 years, with
a next time frame to further re-assess the same after COVID
and major regulatory clearance. After successfully completing
all major regulatory audit in last six to twelve months and the
impact of COVID having phased out, the Board now expects
the performance of the India business to improve and the
current value of Goodwill as on 1^st April, 2024 of ? 594.17
Crores as reflecting a fair value of the intangible assets for
a sustainably long period. The robust outlook in the CDMO
sector also supports the company's path for growth.

Considering all above factors, Board has decided to keep the
current goodwill value of ? 594.17 Crores till perpetuity i.e. 99
years considering life with effect from Janaury 1, 2015. This
change in estimate of life will be applicable prospectively
over the remaining useful life starting from 1^st April, 2024. The
goodwill will tested for impairment at the end of every financial
year. Had the goodwill not been amortized as required under
Ind AS 103, the Depreciation and Amortization expense for the
year ended 31^st March, 2025 would have been lower by ? 6.60
crores (Previous year ? 45.71 crores) and the Loss Before Tax
for the year ended 31^st March, 2025 have been lower by an
equivalent amount.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the provisions of Sections 129, 134 and 136 of
the Companies Act, 2013 read with rules framed thereunder
and pursuant to Regulations 33 and 52 of SEBI (LODR)
Regulations, 2015, your Company had prepared consolidated
financial statements of the company and its subsidiaries and a
separate statement containing the salient features of financial
statement of subsidiaries, joint ventures and associates in Form
AOC-1 forms part of the Annual Report.

The annual financial statements and related detailed
information of the subsidiary companies will be provided
on specific request made by any shareholders and the said
financial statements and information of subsidiary companies
are open for inspection at the registered office of the company
during office hours on all working day except Saturdays,
Sundays and Public holidays between 2 p.m. to 4 p.m. The
separate audited financial statement in respect of each of the

subsidiary companies is also available on the website of the
Company at www.imdcal.com.

As required under Regulations 33 and 52 of SEBI (LODR)
Regulations, 2015 and in accordance with the requirements of
Ind AS 110, the Company has prepared Consolidated Financial
Statements of the Company and its subsidiaries and is included
in the Annual Report.

GENERAL DISCLOSURE

i) Issue of Equity Shares with differential rights as to
dividend, voting or otherwise

During the year 2024-25, the Company has not issue any of
Equity Shares including sweat equity with differential rights as
to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save
and ESOS

During the year, the Company has not issued any shares under
Employee Stock Option Scheme.

Employee Stock Option Plan 2021

As the members are aware that members in their Annual
General Meeting held on 19^th July, 2021 approved an employee
stock option plan for the benefits of employees of the Company
and employees of its existing and future subsidiary companies
in India or abroad, namely, “Dishman Carbogen Amcis Limited -
Employee Stock Option Plan 2021” to be implemented through
an employee welfare trust (“ESOP Trust”) (“DCAL ESOP 2021”)
and administered by the Company through Board of Directors
and/or Nomination and Remuneration Committee (“NRC”) in
accordance with the applicable laws.

Till date the Company has not granted any option under DCAL
ESOP 2021. Hence, Disclosures with respect to Compliance
to section 62 of the Companies Act, 2013 read with Rule 12
of Companies (Share Capital and Debentures) Rules, 2014
and Regulation 14 of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 is not required for the year under review.

iii) Whether the Managing Director or the Whole-time
Directors of the Company receive any remuneration
or commission from any of its holding/subsidiary
companies

Mr. Arpit J. Vyas, Global Managing Director of the Company
has received remuneration as a Director from one foreign
wholly owned subsidiary company namely CARBOGEN
AMCIS AG., Switzerland, which is in compliance with the
provisions of the Companies Act, 2013. He being a Partner of
Adimans Technologies LLP, a holding LLP of the Company, has
right to receive profit in the ratio of 20% from the said LLP.

Mrs. Deohooti J. Vyas, Whole-time Director, being a Partner of
Adimans Technologies LLP, a holding LLP of the Company, has
right to receive profit in the ratio of 40% from the said LLP.

Mr. Arpit J. Vyas has voluntarily decided not to draw any
remuneration from the Company during financial year 2024¬
25. Other details of remuneration pertaining to Mr. Arpit J. Vyas
and Mrs. Deohooti J. Vyas have been disclosed in report on
Corporate Governance.

iv) Any significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and Company's operations
in future

There are no significant and material orders passed by the
Regulators or Courts or Tribunals which could impact the going
concern status and the Company's future operations.

v) Secretarial Standards

Secretarial Standards issued by the Institute of Company
Secretaries of India as applicable to the Company were
followed and complied with during 2024-25. The Company
has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and that such
systems are adequate and operating effectively.

DIRECTORS & KMPS
Demised

Shri Janmejay R. Vyas, Chairman & Non-Executive Director
(DIN: 00004730) of the Company was expired on 27^th May,
2025 and consequently he ceased to be Chairman & Non¬
Executive Director of the Company w.e.f. 27^th May, 2025. The
Board of Directors and the Management of the Company
expressed deep appreciation and gratitude towards Late Shri
Janmejay R. Vyas for his extensive contribution and stewardship
as a Chairman & Non-Executive Director of the Company. He
was the founding Chairman of Dishman Group of Companies.
Since the inception of the Company, he managed the Company
and under his able leadership, the Company reached great
heights. He was highly respected in Pharmaceutical Industry
and Business World. The Board of Directors are proud of his
hard work and dedication throughout his tenure and they are
inspire of his legacy. His values, contribution and guidance will
continue to guide and always be remembered. He was the
integral part and pillar of strength for the Company and the
Company deeply mourns the loss of its Chairman.

The disclosure in this regard is available at https://imdcal.
com/images/files/Investor-Relations/Corporate%20
Announcements/2025-26/Disclosure%20pursuant%20
to%20Regulation%2030,%2031A%20and%2051%20
of%20SEBI%20(L0DR)%20Regulation%202015%20-%20
Demised%20of%20Shri%20Janmejay%20R.%20Vyas%20
on%2027-%20May,%202025.pdf.

Retire by Rotation

Mrs. Deohooti J. Vyas (DIN: 00004876) Director of the Company
retires by rotation at the forthcoming Annual General Meeting
and being eligible offers herself for re-appointment. Based
on the performance evaluation and the recommendation of
the Nomination and Remuneration Committee, the Board
recommends her re-appointment, as a Director and agenda
seeking shareholders' approval for her re-appointment forms
part of the Notice.

Completion of Tenure of Independent Directors

(i) Mr. Subir Kumar Das (DIN: 02237356) has completed his
second and final term as an Independent Director on 14^th
December, 2024 and consequently ceased to be Director
of the Company and member of various committees
of the Board w.e.f. 15^th December, 2024. The Board
of Directors and the Management of the Company

expressed deep appreciation and gratitude to Mr. Subir
Kumar Das for his extensive contribution and stewardship
as an Independent Director. The disclosure in this regard
is available at https://imdcal.com/images/files/Investor-
Relations/Corporate%20Announcements/2024-25/
Disclosure%20pursuant%20to%20Regulations%20
30%20and%2051%20of%20SEBI%20(L0DR)%20
Regulations,%202015%20:%20Completion%20of%20
Tenure%20of%20an%20Independent%20Director%20
dated%2014.12.2024.pdf.

(ii) Mr. Rajendra Shantilal Shah (DIN: 00061922) has
completed his second and final term as an Independent
Director on 1^st April, 2025 and consequently ceased to
be Director of the Company and member of various
committees of the Board w.e.f. 2^nd April, 2025. The Board of
Directors and the Management of the Company expressed
deep appreciation and gratitude to Mr. Rajendra Shantilal
Shah for his extensive contribution and stewardship as
an Independent Director. The disclosure in this regard is
available at https://imdcal.com/images/files/Investor-
Relations/Corporate%20Announcements/2025-26/
Requlations%2030%20and%2051%20of%20
the%20SEBI%20(Listinq%200bliqations%20and%20
Disclosure%20Requirements)%20Regulations,%20
2015%20reqardinq%20Appointment%20and%20
Cessation%20of%20Independent%20Directors.pdf.

Resignation

Due to personal reasons and other professional commitments,
Ms. Maitri K. Mehta (DIN: 07549243) has tendered her
resignation vide letter dated 31^st March, 2025 as an
Independent Director and consequently ceased to be
Director of the Company and member of various committees
of the Board w.e.f. 1^st April, 2025. The Board of Directors
and the Management of the Company expressed deep
appreciation and gratitude to Ms. Maitri K. Mehta for her
extensive contribution and stewardship as an Independent
Director. The disclosure in this regard is available at https://
imdcal.com/images/files/Investor-Relations/Corporate%20
Announcements/2025-26/Requlations%2030%20and%20
51%20of%20the%20SEBI%20(Listinq%200bliqations%20
and%20Disclosure%20Requirements)%20Regulations,%20
2015%20reqardinq%20Appointment%20and%20
Cessation%20of%20Independent%20Directors.pdf.

Appointment

(i) Based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors of
the Company in their meeting held on Wednesday, 13^th
November, 2024 appointed Mr. Kulin Nalinkant Shah
(DIN: 01863481) as Independent Director (Additional
Director) of the Company for an initial term of 5 (Five)
consecutive years effective from 13^th November, 2024.
In the opinion of the Board, Mr. Kulin Nalinkant Shah
appointed during the year is a person of integrity and
possess vide experience and expertise beneficial to the
Company for appointment as Independent Director of
the Company. The said appointment has been approved
by the shareholders by passing resolution through Postal
Ballot on 31^st January, 2025.

(ii) Based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors of the
Company in their meeting held on Tuesday, 1^st April, 2025

appointed Mr. Hemantkumar Jayantiprasad Bhatt (DIN:
02657432) and Dr. Margie Sunil Parikh (DIN: 07056179)
as Independent Directors (Additional Directors) of the
Company for an initial term of 5 (Five) consecutive
years effective from 1^st April, 2025. In the opinion of
the Board, Mr. Hemantkumar Jayantiprasad Bhatt and
Dr. Margie Sunil Parikh appointed w.e.f. 1^st April, 2025 are
a person of integrity and possess vide experience and
expertise beneficial to the Company for appointment
as Independent Directors of the Company. The said
appointments have been approved by the shareholders
by passing resolution through Postal Ballot on 25^th June,
2025.

(iii) Based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors of the
Company in their meeting held on Tuesday, 12^th August,
2025 appointed Mr. Dhaval Rameshchandra Shah (DIN:
09385325) as a Non-Executive and Non-Independent
Director (Additional Director) of the Company w.e.f. 12^th
August, 2025, subject to approval of shareholders.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on 31^st March, 2025
are i) Mr. Arpit J. Vyas, Global Managing Director; ii) Mr. Harshil
R. Dalal, Global Chief Financial Officer and iii) Ms. Shrima
Dave, Company Secretary.

Statement of Declaration by Independent Directors

The Company has received the necessary declaration from
each Independent Director in accordance with Section 149(7)
of the Companies Act, 2013, read with Regulation 25(8) of the
SEBI (LODR) Regulation, 2015 (“Listing Regulations') that he/
she meets the criteria of independence as laid down in the
Companies Act, 2013 and the Listing Regulations.

Also, Independent Directors affirmed that they have complied
with the Code for Independent Directors prescribed in Schedule
IV to the Act as well as Code of Conduct for Directors and
senior management personnel formulated by the Company.

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

Board Evaluation & Criteria

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 of SEBI (LODR) Regulations, 2015, a structured
questionnaire was prepared after taking into consideration
the various aspects of the Board's functioning, composition,
effectiveness of processes & information etc. of the Board
and its committees. The Board has carried out an annual
performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its
Committees and Independent Directors after seeking inputs

from all the members of the Board and its Committees. The
Board of Directors expressed their satisfaction after evaluation
process.

Nomination and Remuneration Committee ("NRC") also
reviewed the performance of individual directors on the basis
of criteria such as the contribution of the individual director
to the Board and Committee Meetings like preparedness
on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. After considering the
views of Directors, NRC expressed its satisfaction.

Independent Directors' Meeting

A Separate meeting of Independent Directors was held on 12^th
February, 2025 without the attendance of Non-Independent
Directors and members of the Management. In the said
meeting, Independent Directors reviewed the followings:

• Performance evaluation of Non Independent Directors
and Board of Directors as a whole;

• Performance evaluation of the Chairperson of the
Company taking into account the views of executive
directors and non-executive directors;

• Evaluation of the quality of flow of information between
the Management and Board for effective performance
by the Board.

The Independent Directors expressed their satisfaction with the
evaluation process.

Board Diversity

The Company recognizes and embraces the importance of
a diverse board in its success. We believe that a truly diverse
board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural
and geographical background, age, ethnicity, race and
gender, which will help to retain our competitive advantage.
The Board has adopted the Board Diversity Policy which sets
out the approach to diversity of the Board of Directors. The
Board Diversity Policy is available on company's website www.
imdcal.com.

POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION

The salient features of the Policy on Directors' appointment
and remuneration of Directors, KMP & senior employees and
other related matters as provided under Section 178(3) of the
Companies Act, 2013 is stated in the report on Corporate
Governance which is a Part of the Board's Report. The detailed
Policy is placed on the website of the Company at https://
imdcal.com/imaqes/files/Investor-Relations/Policies%20
of%20Dishman%20Carbogen%20Amcis%20Limited/
Policv%20on%20Remuneration%20of%20Directors,%20
Kev%20Managerial%20Personnel%20&%20Senior%20
Emplovees%20AND%20Succession%20Policv.pdf.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014

The information required under Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are

provided in separate annexure forming part of this Report as
Annexure B.

The statement containing particulars of employees as required
under Section 197 of the Companies Act, 2013 read with Rule
5(2) & (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forming part of this
report as Annexure C.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTOR

The Independent Directors are provided with necessary
documents, brochures, reports and internal policies to enable
them to familiarize with the Company's procedures and
practices. The Company undertook various steps to make
the Independent Directors have full understanding about
the Company. The Company has through presentations at
regular intervals, familiarized and updated the Independent
Directors with the strategy, operations and functions of the
Company and Pharma Industry as a Whole. Generally, site
visits to various plant locations are organized for the Directors
to enable them to understand the operations of the Company.
The details of such familiarisation programmes have been
disclosed on the Company's website at https://imdcal.com/
ir-index.php?Policies%20of%20Dishman%20Carbogen%20
Amcis%20Limited/Familiarisation%20Programme%20
for%20Independent%20Directors As a part of familiarisation
programme, the Company has updated the Independent
Directors with the strategy, operations and functions of the
Company including its subsidiaries in Board Meetings held on
30^th May, 2024, 13^th August, 2024, 13^th November, 2024 and 12^th
February, 2025.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
state that:

• in the preparation of the annual accounts for the
financial year ended 31^st March, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

• 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 or loss 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 Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM

The details in respect of internal financial control system and
their adequacy are included in Management Discussion and
Analysis Report, which forms part of this report.

INSURANCE

Assets of your Company are adequately insured against
various perils.

RISK MANAGEMENT FRAMEWORK & POLICY

In compliance with the provisions of Regulation 21 of SEBI
(LODR) Regulations, 2015, the Board of Directors has constituted
a Risk Management Committee. The details of Committee and
its terms of reference are set out in the Corporate Governance
Report forming part of the Director's Report. The Risk
Management policy is formulated and implemented by the
Company in compliance with the provisions of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015. The policy helps
to identify the various elements of risks faced by the Company,
which in the opinion of the Board may threaten the existence
of the Company.

As per Regulation 17(9) of SEBI (LODR) Regulations, 2015, the
Company has framed formal Risk Management framework
for risk assessment and risk minimization for Indian operation
which is periodically reviewed by the Board of Directors to
ensure smooth operations and effective management control.
The Audit Committee has additional oversight in the area of
financial risks and control.

Risk management is an integral part of business practices of the
Company. The framework of risk management concentrates
on formalizing a system to deal with the most relevant risks,
building on existing management practices, knowledge and
structures.

The Company has framed formal Risk Management framework
to identify, evaluate business risks and opportunities. Corporate
Risk Evaluation and Management is an ongoing process
within the Organization. The Company's Risk Management
framework is well-defined to identify, monitor and minimizing/
mitigating risks. While defining and developing the formalized
risk management system, leading standards and practices
have been considered. The risk management system is relevant
to business reality, pragmatic and simple.

The Risk Management framework has been developed and
approved by the Risk Management Committee in accordance
with the business strategy. Risk Management and Risks &
concerns have also been discussed in the Management
Discussion and Analysis Report, which forms part of this report.

The key elements of the framework include Risk Structure; Risk
Portfolio and Risk Measuring & Monitoring and Risk Optimising.
The implementation of the framework is supported through
criteria for Risk assessment, Risk forms & MIS.

The brief role of Risk Management Committee as per amended
SEBI (LODR) Regulations, 2015 are:

• To formulate a detailed Risk Management Policy;

• To ensure that appropriate methodology, processes
and systems are in place to monitor and evaluate risks
associated with the business of the Company;

• To monitor and oversee implementation of the risk
management policy, including evaluating the adequacy
of risk management systems;

• To periodically review the risk management policy
including by considering the changing industry dynamics
and evolving complexity;

• To keep the board of directors informed about the nature
and content of its discussions, recommendations and
actions to be taken.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy pursuant
to the requirements of the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015. The Policy empowers all the
stakeholders to raise concerns by making protected disclosures
as defined in the Policy.

The policy also provides for adequate safeguards against
victimization of whistle blower who avail of such mechanism
and also provides for direct access to the Chairman of the
Audit Committee, in exceptional cases. The details of the
Whistle Blower Policy are explained in the Report on Corporate
Governance and the Policy is available on the website of the
Company at www.imdcal.com.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up
to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The company has complied with
provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no incidences of sexual harassment reported during
the year under review, in terms of the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

AUDITORS AND AUDITORS' REPORT
Statutory Auditors

M/s. T R Chadha & Co. LLP, Chartered Accountants (Firm
Registration No.006711N/N500028) were appointed as
Statutory Auditors of the Company to hold office until the
conclusion of 19^th AGM to be held in the year 2026.

The Company has received a confirmation from M/s. T R
Chadha & Co. LLP, Chartered Accountants (Firm Registration
No.006711N/N500028) to the effect that they are not
disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors'
Report are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any
qualification or reservation. There is also no fraud has been
reported by the Auditors in their Audit Report for the year
ended 31^st March, 2025.

Internal Auditors

M/s. Sharp & Tannan Associates, Chartered Accountants
(Firm Registration No. 109983W) have been internal auditors
of the Company for the year 2024-25. Internal auditors are
appointed by the Board of Directors of the Company on a
yearly basis, based on the recommendation of the Audit
Committee. The Internal Auditors' reports and their findings on
the internal audit, have been reviewed by the Audit Committee
on a quarterly basis. The scope of internal audit is also reviewed
and approved by the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the rules made thereunder 2014 r/w Regulation
24A(1) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations,2015, the Company had appointed Mr. Ashok
P. Pathak, Practicing Company Secretary (Membership
No. ACS: 9939 and CP No. 2662) of M/s. Ashok P. Pathak &
Co., Ahmedabad, as Secretarial Auditors to undertake the
Secretarial Audit of the Company. The Secretarial Audit
Report is appended in the Annexure D to the Directors' Report.
The observations and comments, if any, appearing in the
Secretarial Audit Report are self-explanatory and do not call for
any further explanation/clarification. The Secretarial Auditors
Report does not contain any qualification or reservation and
also no fraud has been reported for the year ended 31^st March,
2025.

Pursuant to the amended provisions of Regulation 24A of the
SEBI (LODR) Regulations and Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors at their meeting held on 21^st May, 2025
have approved and recommended for approval of Members,
appointment of Mr. Ashok P. Pathak, Practicing Company
Secretary (Membership No. ACS: 9939 and CP No. 2662) of
M/s. Ashok P. Pathak & Co., Ahmedabad, as Secretarial Auditor
to conduct the Secretarial Audit of the Company for a term of
five consecutive years commencing from 2025-26 to 2029¬
30. Accordingly, a Resolution seeking Members' approval
is included at item No. 3 of the notice convening the Annual
General Meeting.

A detailed proposal for appointment of Secretarial auditor
forms part of the Notice convening this AGM.

Cost Audit

Central Government has notified rules for Cost Audit and as
per Companies (Cost Records and Audit) Rules, 2014 issued by
Ministry of Corporate Affairs, Company is not falling under the
Industries, which will subject to Cost Audit. Therefore, filing of
cost audit report for the FY 2024-25 is not applicable to the
Company. However, as required under Section 148(1) of the
Companies Act, 2013, Company has maintained necessary
Cost Records.

CORPORATE GOVERNANCE & MANAGEMENT
DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (LODR) Regulations, 2015, a
separate section on corporate governance practices followed
by the Company, as well as “Management Discussion and
Analysis Report' confirming compliance, is set out in the
Annexure forming an integral part of this Report. A certificate
from Practicing Company Secretary regarding compliance
with corporate governance norms stipulated in Regulation 34
of SEBI (LODR) Regulations, 2015 is annexed to the report on
Corporate Governance.

In compliance with one of the Corporate Governance
requirements as per Regulation 34 read with Schedule V of the
SEBI (LODR) Regulations, 2015, the Company has formulated
and implemented a Code of Conduct for all Board members
and senior management personnel of the Company, who have
affirmed compliance thereto.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

Information of conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under
Section 134 (3) (m) of the Companies Act, 2013 read with rule
8 of the Companies (Accounts) Rules, 2014, is given in the
Annexure E and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As a part of Corporate Social Responsibility (CSR), the
Company continued extending help towards social and
economic development of the villages and the communities
located close to its operations and also providing assistance to
improving their quality of life. Company's intention is to ensure
that we meet the development needs of the local community.
CSR is not just a duty; it is an approach towards existence. The
Company see CSR as a creative opportunity to fundamentally
strengthen the Company's business, while contributing to the
society and creating social, environmental and economic
impact. The Company's motto is to build a sustainable life for
the weaker and under-privileged sections of the Society.

The Company has constituted CSR Committee and has framed
a CSR Policy. The brief details of CSR Committee is provided in

the report on Corporate Governance. The details of contents
of CSR Policy and CSR activities carried out by the Company
are appended in the Annexure F to the Director's Report. The
CSR Policy is available on the website of the Company at -
www.imdcal.com.

(URL: https://imdcal.com/images/files/Investor-Relations/

Policies%20of%20Dishman%20Carbogen%20Amcis%20
Limited/Corporate%20Social%20Responsibility%20Policy..
pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing
Regulations, the Business Responsibility and Sustainability
Report ('BRSR') forms part of this Annual Report. BRSR
describes initiatives undertaken by the Company from an
environmental, social and governance perspective.

A separate report on Business Responsibility and Sustainability
Report is annexed herewith as Annexure G.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of SEBI (LODR) Regulations, 2015, top
1000 companies based on market capitalization are required
to formulate Dividend Distribution Policy. In this regard, the
Board has approved the Dividend Distribution Policy in line
with said Regulation. The said policy is available on website
of the Company and can be accessed at https://imdcal.
com/images/files/Investor-Relations/Policies%20of%20
Dishman%20Carbogen%20Amcis%20Limited/Dividend%20
Distribution%20Policy.pdf.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the
assistance and co-operation received from foreign institutions,
banks, associates, Government authorities, customers,
supplier, vendors and members during the year under review.
Your Directors also wish to place on record their deep sense of
appreciation for the committed services and teamwork by the
executives, staff members and workers of the Company for
enthusiastic contribution to the growth of Company's business.

For and on behalf of the Board of Directors

Arpit J. Vyas Deohooti J. Vyas

Global Managing Director Whole-time Director

DIN: 01540057 DIN: 00004876

Date: 12^th August, 2025 Place: Vitznau Place: Ahmedabad