To
The Members,
Your directors have pleasure in presenting the 11th (Eleventh) Annual Report
on the Business and Operations of the Company along with its Audited Standalone and
Consolidated Financial Statements for the Financial Year (FY) ended 31st March,
2025.
FINANCIAL RESULTS
The financial performance of the company for the Financial Year ended 31st
March, 2025 is summarised below:
( in Millions)
Particulars |
Standalone |
Consolidated |
| Financial Year |
Financial Year |
Financial Year |
Financial Year |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations |
9510.44 |
6541.03 |
9,510.44 |
6,541.03 |
Other Income |
21.50 |
34.27 |
21.50 |
34.27 |
Total Income |
9531.94 |
6575.30 |
9531.94 |
6575.30 |
Expenses |
9074.26 |
6000.42 |
9074.37 |
6000.42 |
Earning before finance cost, depreciation and tax |
769.38 |
663.69 |
769.27 |
663.69 |
Finance costs |
128.97 |
34.45 |
128.97 |
34.45 |
Depreciation & Amortisation expenses |
182.73 |
54.36 |
182.73 |
54.36 |
Earning before exceptional items and tax |
457.68 |
574.88 |
457.57 |
574.88 |
Exceptional items |
- |
- |
- |
- |
Earning before tax |
457.68 |
574.88 |
457.57 |
574.88 |
Tax expense |
109.32 |
131.12 |
109.32 |
131.12 |
Profit after Tax |
348.36 |
443.76 |
348.25 |
443.76 |
Other Comprehensive Income/(Loss) for the period |
2.18 |
(1.87) |
2.18 |
(1.87) |
Total Comprehensive Income |
350.54 |
441.89 |
350.43 |
441.89 |
Note: In accordance with Ind AS 110 Consolidated Financial Statements, the Company was
required to prepare and present consolidated financial statements following the
incorporation of its wholly owned subsidiary, DCGL Industries Limited, on January 29,
2025. Consequently, to comply with the requirements of Ind AS 1 and Schedule III of the
Companies Act, 2013, the Group has prepared the consolidated financial statements for the
year ended March 31, 2025, reproducing the standalone comparative figures of the Holding
Company for the year ended March 31, 2024.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the Financial Year 2024-25
are prepared in compliance with the applicable provisions of the Companies Act, 2013
(the Act'), Indian Accounting Standards (Ind AS') and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 [SEBI (LODR) Regulations'] as provided in the annual report herewith.
RESERVES
As permitted under the provisions of the Companies Act, 2013 (the Act') the Board
of Directors has decided to retain the profits for Financial Year 2024-25 in the retained
earnings.
DIVIDEND
In order to conserve the resources, your Board of Directors has not recommended
dividend during the year.
FINANCIAL PERFORMANCE & PROFITABILITY
Dharmaj delivered a strong financial performance in Financial Year 2024-25, both on a
standalone and consolidated basis, building upon the growth momentum of the previous year.
Revenue from Operations rose by 45.4% year-on-year, reaching 3 9,510.44
millions in Financial Year 2024-25, compared to 36,541.03 millions in Financial
Year 2023-24. This growth was broad-based, driven by increased demand in both branded
formulations and institutional segments, along with deeper penetration across key regional
markets.
Gross margins improved to 23% in Financial Year 2024-25, up from 21% in Financial Year
2023-24, reflecting effective cost management, scale efficiencies, and a favorable product
mix.
However, the bottom line was impacted by a significant increase in finance costs, which
rose from 334.45 millions in Financial Year 2023-24 to 3128.97 millions in
Financial Year 2024-25, and depreciation, which increased from 3 54.36 millions to
3182.73 millions. These increases were primarily due to the commissioning and
ramp-up of the Saykha Unit of Production (UOP), along with continued capital investments
to enhance production capabilities.
As a result, Profit before Tax (PBT) stood at 3 457.68 millions (standalone)
and 3 457.57 millions (consolidated) in Financial Year 2024-25, compared to 3574.88
millions in Financial Year 2023-24. After accounting for a tax provision of 3109.32
millions, the Net Profit for Financial Year 2024-25 came in at 3348.36 millions
(standalone) and 3348.25 millions (consolidated), decline from 3 443.76
millions in Financial Year 2023-24.
Despite the short-term impact on profitability, the Company's robust top-line growth
and improved operational margins reflect a healthy underlying business and provide a
strong foundation for sustainable growth.
FUTURE OUTLOOK
Looking ahead to Financial Year 2025-26, Dharmaj remains confident about its growth
trajectory amid favorable industry dynamics. The Indian agrochemical sector is expected to
benefit from a normal monsoon, increased sowing activity, and supportive government
policies factors that are likely to drive strong demand for the Company's crop protection
products.
Dharmaj has built a robust distribution network across 24 states, supported by over
5,250 dealers and distributors, positioning it well to capture further market share. In
the Institutional Formulations segment, the Company continues to gain traction among small
and mid-sized formulators, while also establishing strategic relationships with large
agrochemical players.
A key strategic focus remains on the Saykha Unit Operating Plant, which is currently in
the ramp-up phase. The facility is expected to reach optimal utilization over the next 12
18 months, leading to enhanced operating efficiencies and cost optimization. As the plant
stabilizes, associated finance and depreciation costs are expected to normalize,
supporting stronger profitability in future periods.
The Company is also advancing its Active Ingredients vertical, which is set to become
an important growth lever, complementing the core formulations business and providing
access to higher-margin, scalable opportunities.
With a well-diversified portfolio, expanding manufacturing capacity, and strong
execution capabilities, Dharmaj is well on track to achieve its long-term growth ambitions
and deliver sustained value to its stakeholders.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES
As of the end of the financial year, the company has only One wholly-owned subsidiary
which is DCGL Industries Limited. There has been no material change in the nature of the
subsidiary's business.
The financial statements, including the consolidated financial statements and related
information of the Company and financial statements of the Wholly Owned subsidiary company
is available on our website at https://www.
dharmajcrop.com/investor/subsidary-company-financial-and-details/.
The Company does not have any Material Subsidiary in terms of the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.The policy for
determining material' Subsidiaries is disclosed at website https://www.
dharmajcrop.com/investor/key-policies/.
Further, the details of the subsidiary company and joint venture or associate company
as defined under Section 2(87) and 2(6) of the Act respectively, which are explained in
detailed below:
Subsidiary:
The report on the performance and financial position of Wholly Owned Subsidiary and
salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to
this report as Annexure A.
Associate:
There are no Associate companies as of the end of the financial year.
Joint Venture:
There are no joint venture companies as of the end of the financial year.
CHANGE IN NATURE OF BUSINESS
We are pleased to confirm that there has been no change in the nature of the business
of the Company during the financial year ended March 31, 2025. Our core business
activities remain focused on Agrochemical's manufacturing and marketing. This continuity
underscores our commitment to stability and consistency in delivering high-quality
agricultural chemicals to our customers, stakeholders, and the broader community.
As we continue to uphold our core competencies in Agrochemical's manufacturing, we
remain vigilant in exploring opportunities for growth and operational excellence within
our established business framework.
CREDIT RATING
As of May 13, 2025, CRISIL Ratings Limited has reaffirmed the Company's credit ratings
for its bank loan facilities aggregating to 3 237.85 Crore (Enhanced from
3155.05 Crore). The long-term rating has been maintained at CRISIL
BBB+/Stable' and the short-term rating at CRISIL A2'.
The reaffirmation of our credit ratings reflects the Company's consistent financial
performance, prudent risk management, and stable business outlook. Maintaining these
ratings underlines our continued commitment to financial discipline and operational
resilience, despite prevailing market challenges.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There were no material changes or commitments affecting the financial position of the
Company between the end of the financial year to which this statement pertains and the
date of this Directors' Report.
The financial statements of the Company will be consolidated from the Financial Year
2024 25 onwards, following the incorporation of a wholly-owned subsidiary during the said
year.
CHANGE IN CAPITAL STRUCTURE
During the year, there were no changes in the Company's capital structure. The Company
had obtained shareholder approval via Postal Ballot dated December 05, 2023, to launch an
Employee Stock Option Plan (ESOP) for the issuance of up to Three Lakhs ESOPs. However, no
ESOPs were issued during the year.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There was no amount which were required to be transferred to the Investor Education and
Protection Fund by the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL'S COMPOSITIONS
As on the date of this report, the Board comprises 7 (Seven) Directors. Detailed
information regarding the composition of the Board is provided in the Corporate
Information section of this Annual Report.
During the financial year, there were no changes in the composition of the Board.
However, there was a change in the Key Managerial Personnel:
Mr. Vinay Joshi resigned from the position of Chief Financial Officer
(CFO) of the Company, and Mr. Vikas Agarwal was appointed as the new CFO.
Subsequent to the end of the financial year and up to the date of dispatch of this
Notice, the following changes took place:
Mr. Bhaveshkumar Ponkiya, Independent Director, tendered his resignation
due to professional commitments, effective from August 13, 2025.
Mr. Umesh Menon and Mr. Bhupatray Khunt appointed as Additional Directors
(Cateogry: Independent), effective from August 14, 2025. The proposal for their
appointment as Independent Directors is being placed before the members for approval as
mentioned in the attached Notice.
DIRECTORS LIABLE TO RETIRE BY ROTATION
Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr.
Jagdishbhai R Savaliya (DIN: 06481920) retires by rotation and being eligible, offers
himself for re-appointment. The resolution proposing the re-appointment of the Director
are set out in the notice convening Annual General Meeting for approval of members. The
Board recommends for approval of the same.
DECLARATIONS & DISCLOSURES
On the basis of the written representations received from the directors taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section 164(2) of the Act.
The Independent Directors have individually declared to the Board that they meet the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change
in the circumstances as on the date of this report which may affect their status as an
Independent Director.
They have also confirmed that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence. The Company keeps informed Independent Directors about changes in the Companies
Act, 2013 and rules and other related laws from time to time and their role, duties and
responsibilities. The Company has received confirmation from Independent Directors that
they are person of integrity and possesses relevant expertise and experience. Also, they
fulfil all the conditions prescribed under Section 149(6) of the Companies Act, 2013.
BOARD MEETINGS
During the financial year under review, 09 (Nine) meetings of the Board of Directors
were held on 30.05.2024, 26.07.2024, 12.08.2024, 26.09.2024, 09.11.2024, 25.11.2024,
18.12.2024, 10.02.2025 and 14.02.2025. The details of attendance in the Board Meetings are
mentioned in the Corporate Governance Report forming part of this Annual report. The
intervening gap between two board meetings did not exceed prescribed period as per the
Companies Act, 2013.
REMUNERATION
The remuneration paid to the Directors of the Company is in accordance with the
provisions of the Companies Act, 2013 and the rules made thereunder. The details of
remuneration paid, including any sitting fees, and other perquisites, have been disclosed
in the Notes to the Financial Statements under the section Related Party Transactions, in
compliance with applicable accounting standards.
The Company ensures that the remuneration structure is fair, transparent, and aligned
with industry standards, taking into account the performance of the Company and the
responsibilities undertaken by each Director. Non-executive Directors are paid sitting
fees for attending meetings of the Board and its Committees, while Executive Directors
receive remuneration as approved by the Board and, where applicable, by the shareholders.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder,
Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Board has carried the
evaluation of its own performance, individual directors, its committees and Key Managerial
Personnel, on the basis of attendance, contribution and various criteria as recommended by
the Nomination and Remuneration Committee of the Company.
The performance of Non-Independent Directors (including the chairperson) and the Board
as whole was also evaluated by the Independent Directors at the separate meeting of
Independent Directors of the Company. The Directors expressed their satisfaction with the
evaluation process.
Policy on Directors appointment and remuneration the policy on Nomination and
Remuneration is attached separately as an Annexure E to this Report.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Directors are regularly informed during meetings of the Board and Committees on the
business strategy, business activities, manufacturing operations, regulatory updates etc.
The Directors when they are appointed are given a detailed orientation on the Company,
industry, regulatory matters, business & financial matters, human resource matters and
corporate social responsibility. The details of Familiarization programmed provided to the
Independent Directors of the Company are available on the Company's website https://
www.dharmajcrop.com/investor/key-policies/.
REMUNERATION RECEIVED BY MANAGING/
WHOLE-TIME DIRECTOR FROM HOLDING
SUBSIDIARY COMPANY
No remuneration was received by the directors of the Company from its Wholly Owned
Subsidiary Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, audits conducted by the Internal, Statutory,
Cost and Secretarial Auditors, including audit of the internal financial controls over
financial reporting by the Statutory Auditors and the reviews performed by Management and
the relevant Board Committees, including the Audit Committee, the Board is of the opinion
that the Company's internal financial controls were adequate and operating effectively
during Financial Year 2024-25. Accordingly, pursuant to Sections 134(3)(c) and 134(5) of
the Act, the Directors, to the best of their knowledge and ability, confirm that for the
year ended March 31, 2025: in the preparation of the annual accounts, the
applicable accounting standards have been followed and that there are no material
departures;
they have selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year viz.,
March 31, 2025 and of the profit of the Company for that period;
they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
they have prepared the annual accounts on a going concern basis;
they have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and
they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROL
The Company is undergoing a comprehensive revamp of its internal financial control
framework in line with regulatory requirements of its industry, and in alignment with the
size and nature of its business. It is in the process of formalizing and implementing
well-defined processes, systems, and policies to safeguard assets and support business
continuity. The Company is also working on defining and documenting all internal financial
controls, further strengthening its internal control systems.
FRAUD REPORT
The Auditors of the Company have not reported any fraud as specific under Section
143(12) of the Companies Act, 2013.
OR PUBLIC DEPOSITS
Your Company has not invited any deposits from public/ shareholders under Section 73
and 74 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not taken any loans or provided any guarantees under Section 186(1) of
the Companies Act, 2013. Details of investments covered u/s 186 of the Companies Act, 2013
are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year there were no material related party transaction with promoters, the
directors or the management, their relatives etc. that may have a potential conflict with
the interests of the Company.
The details of related parties and transaction as per Accounting Standard issued by
ICAI have been provided in Note No. 30 of the Standalone Financial Statements for the year
ended March 31, 2025.
All related party transactions were placed before the Audit Committee and also the
Board for approval. The Company has framed a policy on RPTs for the purpose of
identification, approval and monitoring of such transactions. The policy on Related Party
Transactions is hosted on the Company's website at https://www.dharmajcrop.com/
wp-content/uploads/2023/05/Related_Party_Transaction_ policy-10-02-2025.pdf.
AUDITORS Statutory Auditors
M/s MSKA & Associates, Chartered Accountants (Firm Registration No.: 105047W) as
the Statutory Auditors of the Company in the 9th Annual General Meeting of the
Company for the term of 5 years till the conclusion of the 14th Annual General
Meeting of the Company.
Qualification, Reservation or Adverse Remark
The report given by the auditors on the financial statements of the Company is part of
the Annual Report. There is no qualification, reservation or adverse remark made by the
statutory auditors in their in Main Independent Auditor report.
Maintenance of Cost Records and Cost Auditors
Your Company is required to maintain cost records as specified under Section 148(1) of
the Companies Act, 2013, and accordingly, such accounts and records are made and
maintained in the prescribed manner.
As per provision of the Companies Act your directors have, appointed M/s. Dalwadi &
Associates, Cost Accountants, Ahmedabad (having Firm's Registration No. 000338) to conduct
the audit of the Cost Accounts of the Company.
A Resolution seeking ratification of remuneration payable to M/s. Dalwadi &
Associates, Cost Accountants, for the Financial Year 2025-26 is included in the Notice
convening the Annual General Meeting.
Secretarial Auditor
In accordance with the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors has proposed the appointment of M/s. Parikh Dave & Associates, Practicing
Company Secretaries, as the Secretarial Auditor of the Company for a period of five
financial years from 2025 26 to 2029 30, subject to the approval of the shareholders at
the ensuing Annual General Meeting.
The Secretarial Audit Report along with Secretarial Compliance report for the financial
year ended March 31, 2025, issued by M/s. Parikh Dave & Associates, is annexed
herewith as Annexure C. The Report does not contain any qualification, reservation, or
adverse remark.
Internal Auditor
The Company had appointed M/s. Mukesh M Shah & Associates as the Internal Auditors
on May 30, 2024, to conduct the internal audit for the Financial Year 2024 25, with the
objective of ensuring the maintenance of proper and adequate internal financial controls
throughout the year. Subsequently M/s. Mukesh M Shah & Associates was reappointed as
Internal Auditors for the Financial Year 2025 26 in the Board Meeting held on May 30,
2025.
Further, Mr. Darshan Hiranandani who was serving as the Employment Internal Auditor,
tendered his resignation with effect from August 05, 2025, citing better career
opportunities. The Board took note of his resignation and placed on record its
appreciation for the valuable contributions made by Mr. Darshan Hiranandani during the
Financial Year 2024 25. He was relieved from his duties with best wishes for his future
endeavors.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Institute of Company Secretaries of India (ICSI) has mandated that the Secretarial
Standards on Meetings of the Board of Directors ("SS-1") and Secretarial
Standards on General Meetings ("SS-2"), and as approved by the Central
Government are mandatory in nature. The Company has complied with the Secretarial
Standards issued by the Institute of Company Secretaries of India on Board Meetings and
General Meetings.
The Board hereby confirm that the Company has duly complied as applicable to the
Secretarial Standards issued by the ICSI on Board Meetings, General Meetings and also, the
Act as well the Listing Regulations on the Meeting of the Board of Directors and General
Meetings.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Corporate Social Responsibility (CSR), as stipulated under Section
135 of the Companies Act, 2013, are applicable to the Company for the current financial
year.
In line with its commitment to social development, the Company has incorporated Dharmaj
Foundation, a registered trust, primarily for the purpose of undertaking and channelizing
its CSR initiatives. In addition to the Dharmaj Foundation, the Company also undertakes
CSR activities through other registered trusts and entities with similar objectives,
ensuring the effective implementation of scheduled CSR programs in accordance with its CSR
policy.
The Company's CSR Policy Statement and the Annual Report on CSR activities carried out
during the financial year ended March 31, 2025, in compliance with Section 135 of the
Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules,
2014, are annexed to this Report as Annexure D.
COMMITTEES Audit Committee
The Company has constituted Audit Committee in terms of the requirements of the Act and
rules framed thereunder and applicable listing regulations. For details, please refer
Corporate Governance Report attached as a separate
Annexure I.
Nomination and Remuneration Committee (NRC)
The Company is required to constitute a Nomination and Remuneration Committee as
mentioned under Section 178 of the Companies Act, 2013 during the year under review.
The Company's Nomination & Remuneration Policy statement, in accordance with
Section 178 of the Companies Act, 2013 and Rules, thereto are annexed to this report as
Annexure E.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo, as per Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of Companies (Accounts) Rules,
2014, is set out in the annexure forming part of the Annual Report as Annexure F.
RISK MANAGEMENT POLICY
As per the requirement of Section 134(3)(n), the Company has adopted a Risk Management
Policy wherein all material risks faced by the Company are identified and assessed. In the
opinion of the Board there has been no identification of element of Risk that may threaten
the existence of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report as required under Regulation 34(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of
this annual report.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of corporate governance as prescribed
under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate
governance forms the part of the annual report as Annexure I. A certificate from the
Practicing Company Secretary M/s. Parikh Dave & Associates, Company Secretaries
regarding compliance of conditions of corporate governance also forms the part of this
report.
STATUS OF LISTING FEES LISTING
Fees for the Financial Year 2025-26 have been duly paid to BSE and NSE, where the
Company's shares are listed.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
During the year under review, no such order which may impact the going concern status
and Company's operation in future, was passed by the regulator, courts or tribunal.
WEB LINK OF ANNUAL RETURN
In line with the requirement of the Companies (Amendment) Act, 2017, effective from
July 31, 2018, the extract of annual return is no longer required to be part of the Board
Report. However, in Compliance to the provisions of Section 92 and Section 134 of the Act
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
extract of the Annual Return of the Company for the financial year ended March 31, 2025
and other policies of the Company is placed on the Company's website
https://www.dharmajcrop. com/investor/annual-return-of-the-company/.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is dedicated to creating a safe and healthy working environment where
employees can work without fear of sexual harassment.
In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (POSH Act') and Rules
thereunder, our Company has established Internal Committees (IC) and has developed a
Policy for Prevention, Prohibition, and Redressal of Sexual Harassment at Workplace.
SUMMARY OF SEXUAL HARASSMENT COMPLAINTS
The Company is committed to maintaining a safe and respectful work environment for all
its employees, with zero tolerance for any form of sexual harassment. In accordance with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company
has constituted an Internal Complaints Committee (ICC) at all applicable locations to
redress complaints received regarding sexual harassment.
The Company has in place a formal policy on prevention, prohibition and redressal of
sexual harassment at the workplace, which is communicated to all employees and is
available on the Company's internal portal.
As per the disclosure requirements under the amended rules, the following is a summary
of sexual harassment complaints received and resolved during the financial year:
Number of complaints received during the year: NIL Number of complaints disposed of
during the year: NIL Number of cases pending for more than 90 days: NIL
This reflects our ongoing commitment to maintaining a workplace free from sexual
harassment through proactive measures and effective grievance redressal mechanisms.
DISCLOSURE DETAILS WITH RELATION TO
MATERNITY BENEFIT ACT 1961
The Company complies with all provisions of the Maternity Benefit Act, 1961, including
the amendments introduced therein. Female employees are granted maternity leave and
related benefits as per the applicable laws, including paid leave, nursing breaks, and
protection from dismissal during maternity leave.
PARTICULARS OF EMPLOYEES
The Company does not have any employee drawing Remuneration as prescribed in terms of
sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules.
VIGIL MECHANISM
The Company has implemented Vigil Mechanism. For details, please refer Corporate
Governance Report attached as a separate Annexure I.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
Your directors believe that the key to the success of any Company are its employees.
Industrial Relations were harmonious throughout the year. The Board wishes to place on
record their sincere appreciation to the co-operation extended by all employees in
maintaining cordial relations and their commitment towards the growth of the Company.
MANAGERIALREMUNERATIONANDEMPLOYEES
Details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are enclosed separate as an Annexure G.
Details of employees required pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as a separate Annexure,
however it is not being sent along with this annual report to the members of the Company
in line with the provisions of Section 136 of the Companies Act, 2013 and rules made there
under. Members who are interested in obtaining these particulars may write to the Company
Secretary at the Registered Office of the Company. The aforesaid Annexure is also
available for inspection by members at the Registered Office of the Company, 21 days
before and up to the date of the ensuing Annual General Meeting during the business hours
on working days.
Employee Stock Option Plan ("ESOP 2023")
The Board of Directors recognizes that equity-based compensation is a vital instrument
to attract, retain, motivate, and reward employees who contribute significantly to the
Company's growth. With this objective, and based on the recommendation of the Nomination
and Remuneration Committee ("NRC"), the Board of Directors, at its meeting held
on November 03, 2023, approved the introduction and implementation of the "Employee
Stock Option Plan 2023" ("ESOP 2023" or "Plan").
The Plan is intended to:
Create an employee ownership culture,
Align the interests of employees with long-term goals of the Company,
Motivate key employees through performance-linked incentives, and
Retain top talent in a competitive environment.
The ESOP 2023 provides for the issue of fresh/primary equity shares of the Company,
ranking pari passu with the existing equity shares, and is to be administered in
compliance with the provisions of the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBE BSE
Regulations") and other applicable laws.
The Shareholders approved the ESOP 2023 through a postal ballot on December 05, 2023,
authorizing the issuance of up to 3,00,000 (Three Lakhs) stock options of 310/-
each, to be granted in one or more tranches.
As of March 31, 2025, no stock options have been granted under the Plan.
The Nomination and Remuneration Committee of the Company has been designated as the
Compensation Committee under the SEBI (SBE BSE) Regulations and is responsible for the
administration and implementation of the ESOP 2023.
Eligibility
All permanent employees and directors (excluding Independent Directors) of the Company
are eligible for grants under ESOP 2023, subject to the discretion of the Committee. The
eligible categories include:
Employees (whether based in India or abroad) as designated by the
Company.
Directors, including Non-Executive Directors, other than Independent
Directors.
The following persons are not eligible under the Plan:
Employees who are promoters or belong to the promoter group.
Directors who, either individually or together with their relatives or
any corporate entity, directly or indirectly hold more than 10% of the outstanding equity
shares of the Company.
Disclosures
The disclosures required under Regulation 14 of the SEBI (SBE BSE) Regulations are
provided in Annexure H to this Report and are also available on the Company's website at
www.dharmajcrop.com.
The Company has not granted any loans to employees for the purchase of shares under any
scheme of the Company.
ACKNOWLEDGMENT
Your directors take this opportunity to thanks to all Government Authorities, Bankers,
Shareholders, Registrar
& Transfer Agents, Investors and other stakeholders for their assistance and co-
operation to the Company. Your director expresses their deep sense of appreciation and
gratitude towards all employees and staff of the Company and wish the management all the
best for further growth and prosperity.
By Order of the Board of Directors |
DHARMAJ CROP GUARD LIMITED |
Sd/- |
Sd/- |
Rameshbhai R Talavia |
Jamankumar H Talavia |
Chairman & Managing Director |
Whole-Time Director |
DIN: 01619743 |
DIN: 01525356 |
Place: Ahmedabad |
Dated: August 13, 2025 |