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Dharmaj Crop Guard Ltd Directors Report

306.35
(-2.28%)
Oct 7, 2025|12:00:00 AM

Dharmaj Crop Guard Ltd Share Price directors Report

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 Companys 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 Companys 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 subsidiarys 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 Agrochemicals 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 Agrochemicals 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 Companys 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 Companys 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 Companys 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 PERSONNELS 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 Companys 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 Companys 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 Companys 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 Firms 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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

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