Dishman Carbogen Amcis Ltd Directors Report

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.

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.

The Companys 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 Companys 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 483s, confirming that no concerns were discovered during the inspection.

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

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.

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

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.

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 companys 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.

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 companys 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.

This segment did face challenges in terms of profitability due to increased prices of a key raw material, however, your companys 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.

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.

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 companys 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.

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.

A s the members are aware that in January, 2023 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.

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.

Our drug product site in France is now fully operational. the 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 Companys 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.

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. Dishmans EHS conducts strategic planning to establish long-term EHS goals, assess resources required to achieve specific goals, and ensure critical business alignment.

Companys 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. Dishmans 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 Companys 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% PPEs 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.

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.

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.

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.

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.

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%20year%20ended%2031.03.2025. pdf.

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.

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 arms 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 Boards 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.

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.

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

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 Companys investment in the said Company was an amount of AED 15,000 (? 4 Lacs), which is written-off.

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 Honble 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 companys 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.

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.

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.

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

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.

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.

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

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.

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(LODR)%20Regulation%202015%20-%20 Demised%20of%20Shri%20Janmejay%20R.%20Vyas%20 on%2027^th%20May,%202025.pdf.

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.

(i) Mr . Subir Kumar Das (DIN: 02237356) has 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(LODR)%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/ Re g u l a t i o n s % 2030 % 20 a nd % 2051 % 20 of % 20 the%20SEBI%20(Listing%20Obligations%20and%20 Disclosure%20Requirements)%20Regulations,%20 2015%20regarding%20Appointment%20and%20 Cessation%20of%20Independent%20Directors.pdf.

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/Regulations%2030%20and%20 51%20of%20the%20SEBI%20(Listing%20Obligations%20 and%20Disclosure%20Requirements)%20Regulations,%20 2015%20re gard ing%20App oint ment%20 and%20 Cessation%20of%20Independent%20Directors.pdf.

(i) B ased 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 his 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.

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.

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.

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 Boards 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.

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.

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 companys website www. imdcal.com.

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 Boards Report. The detailed Policy is placed on the website of the Company at https:// imdcal.com/images/files/Investor-Relations/Policies%20 of%20Dishman%20Carbogen%20Amcis%20Limited/ Policy%20on%20Remuneration%20of%20Directors,%20 Key%20Managerial%20Personnel%20&%20Senior%20 Employees%20AND%20Succession%20Policy.pdf.

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.

The Independent Directors are provided with necessary documents, brochures, reports and internal policies to enable them to familiarize with the Companys 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 Companys website at https://imdcal.com/ ir-index.phpRs.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.

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.

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.

Assets of your Company are adequately insured against various perils.

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 Directors 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 Companys 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:

T o 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.

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.

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.

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.

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.

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.

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.

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.

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.

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. Companys 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 Companys business, while contributing to the society and creating social, environmental and economic impact. The Companys 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 Directors 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

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.

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.

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 Companys business.