Dishman Carbogen Amcis Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

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

FINANCIAL SUMMARY

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	399.84	327.35	2,711.50	2615.77
Earning Before Interest Tax Depreciation and Amortisation (EBITDA)	71.79	6.80	468.94	286.51
Other Income	32.98	63.05	21.68	28.21
Depreciation & Amortisation (other than Goodwill)	58.60	55.90	287.14	265.16
Amortisation of Goodwill	6.60	45.71	6.60	45.71
(Loss)/Profit Before Interest and Tax	39.57	(31.76)	196.88	3.85
Finance Costs	70.40	68.19	159.46	119.97
(Loss)/Profit Before Tax and exceptional items	(30.83)	(99.95)	37.42	(116.12)
Exceptional Items	-	(3.05)	(18.11)	(6.14)
(Loss)/Profit Before Tax	(30.83)	(103.00)	19.31	(122.26)
Tax Expense	(20.96)	(26.59)	16.07	31.19
(Loss)/Profit for the yea	(9.87)	(76.41)	3.24	(153.45)

PERFORMANCE AND OPERATION REVIEW
Standalone Financial Results

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

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

Consolidated Financial Results

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

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

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

US FDA INSPECTION

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

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

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

DIVIDEND

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

TRANSFER TO RESERVES

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

DEPOSIT

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

OPERATIONS

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

CDMO

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

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

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

Vitamin D Analogues and Cholesterol

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

Generic API Business

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

Capital Expenditure Plan at your Company

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

Performance of Major Subsidiary Associates

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

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

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

NON-CONVERTIBLE DEBENTURES

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

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

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

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

ALTERATION OF OBJECT CLAUSE OF MEMORANDUM
OF ASSOCIATION

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

RESEARCH AND DEVELOPMENT

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

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

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

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

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

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

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

SAFETY, HEALTH & ENVIRONMENT (SHE)

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

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

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

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

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

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

CREDIT RATING

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

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

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

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

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

LISTING

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

FORMATION OF VARIOUS COMMITTEES

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

The Company has following Committees:

• Audit Committee.

• Stakeholders Relationship Committee.

• Nomination and Remuneration Committee.

• Corporate Social Responsibility Committee.

• Risk Management Committee.

• Management Committee.

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

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

DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Annual Return

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

ii) Board Meetings

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

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

iii) Related Party Transactions

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

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

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

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

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

vi) Subsidiaries, Joint Ventures and Associate
Companies

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

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

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

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

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

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

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

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

GENERAL DISCLOSURE

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

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

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

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

Employee Stock Option Plan 2021

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

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

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

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

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

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

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

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

v) Secretarial Standards

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

DIRECTORS & KMPS
Demised

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

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

Retire by Rotation

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

Completion of Tenure of Independent Directors

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

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

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

Resignation

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

Appointment

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

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

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

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

Key Managerial Personnel

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

Statement of Declaration by Independent Directors

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

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

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

Board Evaluation & Criteria

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

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

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

Independent Directors'' Meeting

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

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

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

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

The Independent Directors expressed their satisfaction with the
evaluation process.

Board Diversity

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

POLICY ON DIRECTOR''S APPOINTMENT AND
REMUNERATION

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

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

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

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTOR

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

• the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit or loss of
the Company for that period;

• the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

INSURANCE

Assets of your Company are adequately insured against
various perils.

RISK MANAGEMENT FRAMEWORK & POLICY

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

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

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

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

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

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

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

• To formulate a detailed Risk Management Policy;

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

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

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

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

AUDITORS AND AUDITORS'' REPORT
Statutory Auditors

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

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

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

Internal Auditors

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

Secretarial Auditors

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

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

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

Cost Audit

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

CORPORATE GOVERNANCE & MANAGEMENT
DISCUSSION AND ANALYSIS REPORT

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

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

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

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

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

DIVIDEND DISTRIBUTION POLICY

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Arpit J. Vyas Deohooti J. Vyas

Global Managing Director Whole-time Director

DIN: 01540057 DIN: 00004876

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

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Mar 31, 2024

Your Directors have pleasure in presenting their Report along with the Audited Accounts (Standalone as well as Consolidated) of your Company for the year ended 31^st March, 2024.

FINANCIAL SUMMARY

in crores)

Particulars	Standalone		Consolidated
	2023-2024 2022-2023		2023-2024	2022-2023
Revenue from Operations	327.35	402.55	2,615.77	2,412.92
Earning Before Interest Tax Depreciation and Amortisation (EBITDA)	6.80	7.76	286.51	332.20
Other Income	63.05	52.16	28.21	27.77
Depreciation & Amortisation (other than Goodwill)	55.90	50.49	265.16	235.02
Amortisation of Goodwill	45.71	45.71	45.71	45.71
(Loss)/Profit Before Interest and Tax	(31.76)	(36.29)	3.85	79.25
Finance Costs	68.19	57.92	119.97	85.69
(Loss)/Profit Before Tax and exceptional items	(99.95)	(94.20)	(116.12)	(6.44)
Exceptional Items	(3.05)	(2.00)	(6.14)	(48.15)
(Loss)/Profit Before Tax	(103.00)	(96.20)	(122.26)	(54.59)
Tax Expense	(26.59)	(37.33)	31.19	(24.79)
(Loss)/Profit for the year from Continued Operations	(76.41)	(58.87)	(153.45)	(29.80)
(Loss)/Profit for the year	(76.41)	(58.87)	(153.45)	(29.80)

PERFORMANCE AND OPERATION REVIEW Standalone Financial Results

In FY 2023-24, your Company achieved revenue of '' 327.35 crores as compared to '' 402.55 crores in FY 2022-23. Loss before tax stood at '' (103.00) crores in FY 2023-24 as against loss before tax '' (96.20) crores in FY 2022-23. Loss after tax for the year remain at '' (76.41) crores in FY 2023-24 as compared to loss after tax of '' (58.87) crores in FY 2022-23.

Earnings per share for the FY 2023-24 remains at '' (4.87) per share as against '' (3.75) per share in FY 2022-23.

Financial performance of your Company was mainly impacted adversely due to European Directorate for the Quality of Medicines & Health Care (EDQM) observations that were pointed out at the conclusion of the audit conducted at Company’s Bavla site by the SwissMedic and EDQM in February 2020. Certain Certificate of Suitability (CEPs) belonging to your Company were suspended due to said observations. Further details on current status of EDQM Audit observations is given under the head "EDQM Audit Update".

Consolidated Financial Results

In FY 2023-24, your Company achieved revenue of '' 2,615.77 crores as compared to '' 2412.92 crores in FY 2022-23. Loss before tax stood at '' (122.26) crores in FY 2023-24 as against Loss before tax of '' (54.59) crores in FY 2022-23. Loss for the year remains at '' (153.45) crores in FY 2023-24 as compared to Loss of '' (29.80) crores in FY 2022-23.

Earnings per share for the FY 2023-24 remains at '' (9.79) per share as against '' (1.90) per share in FY 2022-23. Cash Earning per share for the current year works out to '' 19.38 as against '' 20.79 in the previous year.

The net loss on a consolidated basis can mainly be attributable to the impact on financial performance because of EDQM observations as explained on a standalone basis and to certain one-time/exceptional items on a consolidated basis.

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.

EDQM AUDIT UPDATE

There was a joint inspection carried out during the quarter ending March 2020 by the Swissmedic and European Directorate for the Quality of Medicines & HealthCare (EDQM), due to which there were certain audit observations issued deficient to EU GMP Part II and other relevant Annexes for the Company’s Bavla site. There was an impact on the production at the Company’s Bavla manufacturing site due to the observations received, which impacted the revenue and profitability of the Company’s operations at Bavla since March 2020 till now.

The re-inspection jointly by the EDQM and Italian Medicines Agency (AIFA) of the Bavla site was successfully done from 18^th September, 2023 to 20^th September, 2023. On 30^th January, 2024, the Company has received the "Attestation of Inspection” from the European Directorate for the Quality of Medicines & HealthCare (EDQM) Authority for the Product inspected during 18^th September, 2023 to 20^th September, 2023. On 2^nd February, 2024, the Company in addition to the "Attestation of Inspection” certificate, also received the "Certificate of GMP (Good Manufacturing Practice) Compliance” from these authorities.

Thus, now the Company’s Bavla site is fully in compliance with the EU GMP guidelines.

JAPANESE PMDA INSPECTION

Your Company’s Bavla site was successfully inspected by the Japanese Pharmaceuticals and Medical Devices Agency (PMDA) from 31^st July, 2023 to 3^rd August, 2023. On 23^rd January, 2024, the Company has received an intimation regarding its Bavla site has been declared GMP Compliant by the PMDA.

US FDA INSPECTION

The Company’s Bavla site was also inspected by US Food and Drug Administation (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 indicating closure of the inspection.

DIVIDEND

The results of the Company do not permit payment of any dividend. Hence your Directors do not recommend the payment of any dividend for the financial year ended 31^st March, 2024.

TRANSFER TO RESERVES

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

DEPOSIT

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

OPERATIONS

Your company has achieved a significant milestone in terms of receiving the regulatory clearance from the EDQM, which will go a long way in ensuring that the business operations come back on track over the next 12-18 months. Your company expects the EDQM clearance to result into incremental business on account of the following factors:

• The company is already witnessing an increasing order book from existing customers in the European region, which is one of the major markets for India business. The EDQM clearance allows the customers to procure the APIs from the company for more countries within Europe, where otherwise they were not able to sell their final product using company’s API.

• New customers have already started approaching for business opportunities that we are evaluating internally and some it look very promising starting FY 2025. The EDQM clearance allows us to get more and more business from customers for APIs in the European region.

• We are optimising the manufacturing and marketing strategy such that we have better utilisation of the capacities between Switzerland and India. Switzerland entity will increase its focus more on getting more and more molecules for development and India will increase its focus on larger scale manufacturing thereby bringing in cost efficiencies and increasing the profitability for the group. This optimisation will not only improve bottom line but will add more customer to portfolio and more order to the basket.

• Since the Company’s Bavla site has been successfully inspected by all major regulatory agencies in the near past, it mitigates the regulatory risk to a large extent for the short to medium term. We have ensured that the changes made in Bavla and in Naroda sites are transformational in nature and it can stands firm to pass any audit in the future.

The significant amount of capex done in Bavla and Naroda sites in India would help your company to cater to the increasing order requirements of the customers post the EDQM clearance. Your manufacturing subsidiaries have been delivering growth on a year on year basis and the same is expected to continue in the future. Around 50% of your manufacturing units in Bavla are already running, though not at optimal efficiency, your company shall be reopening one after the other units as the orders from the customers keeps on increasing. This would require certain refurbishment and maintenance expenditure to be incurred in addition to the ongoing capex on the Water Purification Plant. The Multiple Effect Evaporator (MEE) plant construction has been completed at Naroda site. The MEE plant is expected to reduce the cost of treating the effluent in Naroda and increase the compliance level in terms of ESG for the site.

Your company’s manufacturing subsidiaries under CARBOGEN AMCIS, have been consistently delivering growth performance. The qualification of the newly expanded capacity for the Antibody Drug Conjugate (ADC) facility in Switzerland was completed and the manufacturing shall begin from FY25. The French subsidiary faced teething issues in starting its new manufacturing plant due to technical issues with the first manufacturing line and hence the operation of the line, which was expected in January, 2024 got delayed by six months. This led to significantly higher expenses for this plant in order to make the necessary changes to the manufacturing line, resulting into an adverse impact on the consolidated performance. Additionally, the Dutch subsidiary faced high input costs in terms of the prices of a key raw material, which the company is now in the process of renegotiating the price with its exiting supplier as well as finding new suppliers for this raw material so that it can increase its profitability.

CRAMS

The CRAMS segment is a major contributor to your company in terms of revenues and profitability and now with the addition of the French facility, your company will be able to offer end to end solution to the customers, right from developing an Active Pharmaceutical Ingredient to manufacturing finished dosage form where parenteral is the delivery form. Currently, your company has a large pipeline of molecules under development across different phases and 29 molecules, which are already commercialized giving a wonderful pathway for growth in terms of development and commercial business. Your company was able to successfully partner the customers whose two molecules moved from development phase to commercial phase over the last 12 months. With the regulatory clearance especially from the EDQM having been received for the Bavla manufacturing site in February, 2024, your company expects a significant increase in the CRAMS business being serviced out of this facility over the next years and this would be one of the key growth drivers for the business going forward. Your company has been targeting small and mid sized biotech companies for securing molecules in early phases of development, which has proven to be a great strategy both from a customer diversification point of view as well as for increasing development revenue from such niche molecules on a consistent basis. Your company is also focussed on improving capacity utilization levels in your Shanghai plant by transferring manufacturing of more intermediates to Shanghai rather than manufacturing them in Switzerland. The Manchester facility of your company has been supporting the Swiss facility as well as catering to the customers directly quite well due to which the capacity utilization has increased to the maximum level.

Vitamin D Analogues and Cholesterol

Your company’s Vitamin D and Cholesterol revenues increased during the year however the margins remain subdued due to the elevated prices of a key raw material. The energy costs though moderated during the course of the year, the impact was mollified due to

increased raw material prices and lower sales of Vitamin D analogues. Your company expects the conditions to improve in the mid-term due to renegotiation of raw material price with one of the key suppliers and finding alternate suppliers for the supplies of this raw material. This should result in improved profitability for the mid to long term. Your company has also been working towards ramping up its production of softgel capsules for formulation Vitamin D analogues in India.

Generic API and Disinfectant Business

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

Capital Expenditure Plan at the Company’s subsidiaries located at Switzerland and France

Your company has completed two major capex programs in France and Switzerland, which include the new greenfield project related to development and manufacturing parenteral finished dosages in France and that related to expansion of ADC capacity on the back of a large ADC supply contract for a large innovator based out of Japan. The ongoing project right now is in relation to the digital transformation across all CARBOGEN AMCIS entities, which would progressively go live one after the other starting from FY 26 onwards.

Performance of Major Subsidiary Associates

The major subsidiary companies have performed quite well during the year under review. CARBOGEN AMCIS AG., Switzerland has performed quite satisfactorily as it reported a healthy revenue of '' 1815.52 crores and operating profit of '' 317.80 crores

CARBOGEN AMCIS BV. during the year, reported revenue of '' 349.64 crores and operating profit of '' 72.06 crores. CARBOGEN ACIS (Shanghai) Co. Ltd. has reported revenue of '' 158.11 crores and operating profit of '' 27.96 crores. CARBOGEN AMCIS Ltd. (UK) reported a revenue of around '' 109.92 crores and operating loss of '' (17.41) crores. CARBOGEN AMCIS SAS reported revenue of '' 44.37 crores and operating loss of '' (96.72) crores.

The major marketing subsidiaries viz. Dishman USA Inc. reported revenue of '' 86.11 crores and operating loss of '' (5.21) crores. Dishman CARBOGEN AMCIS (Europe) Ltd reported revenue of '' 183.72 crores and operating loss of '' (0.85) crores during the year under review. Other subsidiaries have performed reasonably well during the year under review.

NON-CONVERTIBLE DEBENTURES

As the members are aware that in January 2023 the Company has issued 5,000 (five thousand) senior, secured, rated, listed, redeemable, principal protected, market linked, non-convertible debentures of a face value of '' 1,00,000 (Indian Rupees One Lakh only) each, aggregating to '' 50.00 crores (Indian Rupees Fifty crores only) on a private placement basis ("Debentures”). The said Debentures are listed on BSE Limited under Scrip Code: 974556 and due for Repayable/Redemption along with premium on 21^st April, 2025. In respect of the said Debentures, during the year the certain covenants related to the said Debentures were not met as on 31^st March, 2024. However, subsequent to the balance sheet date but prior to the date of the Boards’ Report, the Covenants were revised as requested by the Company, from the debenture holders and is in compliance with the same.

Further, the Board of Directors in its meeting held on 30^th May, 2024, have approved the issuance up to 5,000 (Five thousand) Senior, secured, rated, listed, redeemable, taxable, non-convertible debentures of face value of '' 1,00,000/- (Rupees One Lac only) each, aggregating up to '' 50.00 crores (Rupees Fifty crores), on a private placement basis ("NCDs”). The said NCDs proposed to be listed on BSE Limited.

RESEARCH AND DEVELOPMENT

This year after extended efforts to complete, qualify and obtain certification for our new site in France, your Company has finally been able to successfully start our aseptic filling and clinical batch manufacturing activities at this site.

This state-of-the-art filling and finishing facility contain two manufacturing lines, they have started to be operational and your Company has already served several Japanese, American and European customers, Company’s R&D activity on complex formulations is also fully operational to support the clinical development of parenteral products. The Company can formulate any type of sterile liquid form. The Company''s versatile lines can quickly switch from vials to pre-filled syringes thanks to the high modularity of their design, which offers the Company''s customers many options in their therapeutic strategy. Furthermore, regarding the size of the vials, the Company can go from 2R to 100R, which covers most pharmaceutical applications. With this brand-new asset, the Company will certainly be able to provide new clinical products to its customers’ patients who need breakthrough treatments.

At the same time, your Company has continued to help its customers file New Drug Applications (NDAs), which has significantly improved patient well-being. Indeed, the Company continues to work on key therapeutic areas, particularly oncology, endocrinology, rare diseases and orphan applications. The Company’s primary mission remains to solve complex technical challenges.

This is made possible by the strength of its global R&D. The Company''s primary mission remains to solve

complex technical challenges. The Company has a broad range of technologies and extensive capabilities to manufacture APIs, complex raw materials and intermediates. This deep expertise across all domains supports and helps bring its customers’ science to life. However, the Company has not abandoned its goal of supporting treatment in other therapeutic areas and does so by using its best science, technologies and a passion for solving complex problems.

Indeed, your Company has supported pharmaceutical companies of all sizes around the world by offering them a high-end service to optimize their time to market and improve the sustainability of their entire supply chain.

The Company''s global research and development efforts continue, focusing on the development of new applications around its own product portfolio. Much attention has been paid in recent years to demonstrating the added value brought by Calcifediol compared to classic vitamin D3 (cholecalciferol). Indeed, new patents are currently being approved.

Dishman Carbogen Amcis Group continues to actively support promising partnerships with companies to test several new chemical entities with the prospect of massive changes for the well-being of people. The results are promising, and the Company continues to have high hopes in this field.

Your Company’s global R&D pipeline is still at its highest level ever, both in terms of the number of projects but also, and more importantly, the diversity of the customer base. Ensuring strong sustainability and multiple future successes. The Company’s global R&D teams continually demonstrate their skills to accomplish the complex and challenging tasks that await them before moving on to real products that benefit today’s patients.

As usual, the Company’s product R&D teams also have a vital role to play in growing the Company’s business by developing new quaternary compounds, phase transfer catalysts, disinfectants and vitamin D analogues to keep Dishman at the forefront of innovation in these markets.

Your Company has also demonstrated this year its ability to leverage all the levers of its global entities to better use all the skills that exist across all R&D platforms in India, Switzerland, the Netherlands, China and the United Kingdom in a more coordinated manner to better support evolving and diversified customers.

SAFETY, HEALTH & ENVIRONMENT (SHE)

Company’s products and processes are developed in accordance with strictly defined local and international rules to ensure safety and Health of workers as well as the environment. This is achieved by conducting the Risk Assessment, Qualitative Risk Assessment, Process Hazard Assessment, Identification of significant environmental aspects, Safety Audits, customer audits, HAZOP study and Environment audits. Safety &

Environment Management Program are being taken to reduce the Significant Risk & Environment Impacts.

Dishman is committed towards excellence in Quality, Health, Safety and Environment Management and ensure that those working with the Company are safe at work and that everyone takes responsibility for achieving this. We include Environment, Health and Safety (EHS) and climate change-related considerations in our business decisions and strive to minimize the environmental impact of our operations on the environment. Measuring, monitoring, reviewing, analysing and reporting on environmental, health and safety performance is an important part of continuous improvement in our EHS performance. Dishman’s EHS conducts strategic planning to establish long-term EHS goals, assess resources required to achieve specific goals, and ensure critical business alignment.

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

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

The Company’s QHSE policy is being implemented, among others, through (i) Upgradation of existing Effluent treatment system by investing '' 40 crores. 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) Revised QSHE policy on June 2023 with commited to Proactive identification and implementation of occupational health hazard, safety and environment aspects. (xi) Ensure 100% PPE’s compliance to all employees as well as contractors/ visitors also. (xii) Conducting intensive QHSE Training programs including contractor employees and monitoring the effectiveness of the same. (xiii) Participation of employees in Safety committee meetings at all levels and celebrating the National Safety Day/Week and World Environment Day as well as observing Fire Service Day. (xiv) Tree plantation to increase the green cover at site. (xv) Independent safety and environment audits at regular intervals by third party and also in-house by cross functional team.

(xvi) Independent safety and environment audit at regular intervals for hazardous waste disposal vendors.

(xvii) In-house medical and health facility at site for pre-employment & periodical medical check-up of all employees including contract employees. (xviii) Additional health checkup for employees based on their occupational needs. (xix) Blood Donation Camp at site 2023 in association with the Sanjivani Blood Bank, Ahmedabad for social cause.

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

CREDIT RATING

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) and 125 of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividend up to and for the financial year 2016-17 (for interim dividend declared), to the Investor Education and Protection Fund (‘IEPF’) established by the Central Government.

Year wise amount 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 I EPF, and the due dates for such transfer are given in details in the report on Corporate Governance which forms part of this Annual Report.

LISTING

The equity shares of the Company are listed on the National Stock Exchange of India Ltd., Mumbai (NSE) and BSE Ltd., Mumbai; while market linked nonconvertible debentures issued by the Company are listed on BSE Ltd. Annual listing fees for the FY 2024-25, as applicable, have been paid before due date to the concerned Stock Exchanges.

FORMATION OF VARIOUS COMMITTEES

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

The Company has following Committees:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Management Committee

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

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

DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://imdcal.com/images/files/Investor-Relations/ Annual%20Return/Annual%20Return%20for%20 the%20year%20ended%2031.03.2024.pdf

ii) Board Meetings

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

2023 and 14^th February, 2024. Detailed information on the meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report.

iii) Related Party Transactions

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

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

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

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

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

vi) Subsidiaries, Joint Ventures and Associate Companies

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

• During the year, a wholly owned subsidiary Company namely "Visible Investment Pvt. Ltd.” has been converted into Public Limited Company w.e.f. 27^th July, 2023 and also name of the said Company has been changed to "Dishman Medicare Limited” w.e.f. 15^th September, 2023.

In view of the above, the total number of subsidiaries including step down subsidiaries as on 31^st March, 2024 was 19 (Nineteen).

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

The amalgamation held between erstwhile Dishman Pharmaceuticals and Chemical Limited

and the Company accounted in the year 201617 under the "Purchase Method” as per the then prevailing Accounting Standard 14 - Accounting for Amalgamations, as referred to in the Scheme of Amalgamation sanctioned by the Hon’ble High Court, Gujarat, which is different from Ind AS 103 "Business Combinations”. The excess of consideration payable over net assets acquired had been recorded as goodwill amounting to '' 1,326.86 crores, represented by underlying intangible assets acquired on amalgamation and was being amortized over the period of 15 years from the Appointed Date i.e. 1^st January, 2015.

Last year, Board of Directors has re-assessed the life of goodwill in accordance with the power confirmed by Hon’ble High Court of Gujarat through scheme, considering the benefits to be available to the Company going forward, and accordingly has decided to amortize the carrying value of '' 685.58 crores over a revised life of 15 years starting from 1^st April, 2022. Had the useful life of the Goodwill not been revised by the Board of Directors, the Depreciation and Amortization expense for the year ended 31^st March, 2024 would have been higher by '' 42.75 crores and profit before tax year ended 31^st March, 2024 would have been lower by equivalent amount.

CONSOLIDATED FINANCIAL STATEMENT

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

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

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

GENERAL DISCLOSURE

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

During the year 2023-24, the Company has not issue any of Equity Shares including sweat equity with differential rights as to dividend, voting or otherwise.

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

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

Employee Stock Option Plan 2021

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

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

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

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

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

Mr. Arpit J. Vyas has voluntarily decided not to draw any remuneration from the Company during financial year 2023-24. Other details of remuneration pertaining to Mr. Arpit J. Vyas and Mrs. Deohooti J. Vyas have been disclosed in report on Corporate Governance.

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

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

v) Secretarial Standards

Secretarial Standards issued by the Institute of

Company Secretaries of India as applicable to the Company were followed and complied with during 2023-24. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of

Company Secretaries of India and that such systems are adequate and operating effectively.

DIRECTORS & KMPS Retire by Rotation

Mr. Arpit J. Vyas (DIN: 01540057), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment, as a Director and agenda seeking shareholders’ approval for his re-appointment forms part of the Notice.

Completion of Tenure of Independent Directors

Mr. Ashok C. Gandhi (DIN: 00022507) and Mr. Sanjay S. Majmudar (DIN: 00091305) have completed their second and final term as an Independent Directors and consequently ceased to be Directors of the Company and member of various committees of the Board w.e.f. close of business hours on 31^st March, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr. Ashok C. Gandhi and Mr. Sanjay S. Majmudar for their extensive contribution and stewardship as an Independent Directors. The disclosure in this regard is available at https://www.imdcal.com/images/files/ Investor-Relations/Corporate%20Announcements/ Disclosure%20pursuant%20to%20Regulations%20 30%20and%2051%20of%20SEBI%20(LQDR)%20 Regulations.%202015%20:%20Completion%20of%20 Tenure%20of%20an%20Independent%20Directors%20 dated%2001.04.2024.pdf

Re-Appointment

As reported last year, based on the recommendation of Nomination and Remuneration Committee and the Board, the members at the previous 16^th AGM held on 27^th September, 2023 passed special resolution for reappointment of Ms. Maitri K. Mehta (DIN: 07549243) as an Independent Director of the Company for the second term of 5 (Five) consecutive years effective from 1^st April, 2024. In the opinion of the Board, Ms. Maitri K. Mehta appointed during the year is a person of integrity and possess vide experience and expertise beneficial to the Company and she has also cleared online proficiency self-assessment test conducted by Indian Institute of Corporate Affairs, for appointment as Independent Directors of the Company.

Key Managerial Personnel

As reported last year, based on the recommendation of Nomination and Remuneration Committee and the Board, the members at the previous 16^th AGM held on 27^th September, 2023 passed special resolution for reappointment of Mr. Arpit J. Vyas (DIN: 01540057) as a Global Managing Director of the Company for a further period of 5 (five) years with effect from 1^st June, 2024.

Further, pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March, 2024 are i) Mr. Arpit J. Vyas, Global Managing Director; ii) Mr. Harshil R. Dalal, Global Chief Financial Officer and iii) Ms. Shrima Dave, Company Secretary.

Statement of Declaration by Independent Directors

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

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

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

Board Evaluation & Criteria

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

Nomination and Remuneration Committee 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.

Independent Directors'' Meeting

A Separate meeting of Independent Directors was held on 14^th February, 2024 without the attendance of Non-Independent Directors and members of the Management. In the said meeting, Independent Directors reviewed the followings:

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

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

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

The Independent Directors expressed their satisfaction with the evaluation process.

Board Diversity

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

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

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

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

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

Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure B.

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Independent Directors are provided with necessary documents, brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. The Company undertook various steps to make the Independent Directors have full understanding about the Company. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Pharma Industry as a whole. Generally, site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company. The details of such familiarisation programmes have been disclosed on the Company''s website at https://imdcal.com/ir-index. php?Policies%20of%20Dishman%20Carbogen%20 Amcis%20Limited/Familiarisation%20Programme%20 for%20Independent%20Directors As a part of familiarisation programme, the Company has updated the Independent Directors with the strategy, operations and functions of the Company including its subsidiaries in Board Meetings held on 23^rd May, 2023, 9^th August, 2023, 8^th November, 2023 and 14^th February, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

• in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

INSURANCE

Assets of your Company are adequately insured against various perils.

RISK MANAGEMENT FRAMEWORK & POLICY

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

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

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

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

The Risk Management framework has been developed and approved by the Risk Management Committee

in accordance with the business strategy. Risk Management and Risks & concerns have also been discussed in the Management Discussion and Analysis Report, which forms part of this report.

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

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

• To formulate a detailed Risk Management Policy;

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

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

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

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

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

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

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification or reservation. There is also no fraud has been reported by the Auditors in their Audit Report for the year ended 31^st March, 2024.

Internal Auditors

M/s. Sharp & Tannan Associates, Chartered Accountants (Firm Registration No. 109983W) have been internal auditors of the Company for the year 2023-24. Internal auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors’ reports and their findings on the internal audit, have been reviewed by the Audit Committee on a quarterly basis. The scope of internal audit is also reviewed and approved by the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed Mr. Ashok P. Pathak, Practicing Company Secretary (Membership No. ACS: 9939; CP No: 2662), 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 selfexplanatory and do not call for any further explanation/ clarification. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark and also no fraud has been reported for the year ended 31^st March, 2024.

Cost Audit

Central Government has notified rules for Cost Audit and as per Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs, Company is not falling under the Industries, which will subject to Cost Audit. Therefore, filing of cost audit report for the FY 2023-24 is not applicable to the Company. However, as required under Section 148(1) of the Companies Act, 2013, Company has maintained necessary Cost Records.

CORPORATE GOVERNANCE &

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

Relations/Policies%20of%20Dishman%20 Carbogen%20Amcis%20Limited/Corporate%20 Social%20Responsibilitv%20Policv.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2) (f) of the Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') forms part of this Annual Report. BRSR describes initiatives undertaken by the Company from an environmental, social and governance perspective. Further, SEBI vide its circular no. S E BI/H O/C F D/C F D-S EC-2/P/CIR/2023/122 dated 12^th July, 2023, updated the format of BRSR to incorporate BRSR core, a subset of BRSR, indicating specific Key Performance Indicators (KPIs) under nine ESG attributes, which are subject to mandatory reasonable assurance by an independent assurance provider. In accordance with this requirement, the said assurance is not applicable to the Company.

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

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of SEBI (LODR) Regulations, 2015, top 1000 companies based on market capitalization (calculated as on 31^st March of every financial year) 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%20Dishman%20 Carbogen%20Amcis%20Limited/Dividend%20 Distribution%20Policy.pdf.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors Janmejay R. Vyas

Date: 30^th May, 2024 Chairman

Place: Ahmedabad DIN - 00004730

---

Mar 31, 2023

Directors'' Report

To

The Shareholders of

Dishman Carbogen Amcis Limited

Your Directors have pleasure in presenting their Report along with the Audited Accounts (Standalone as well as
Consolidated) of your Company for the year ended 31^st March, 2023.

FINANCIAL SUMMARY

Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	402.55	306.61	2412.92	2140.69
Earning Before Interest Tax Depreciation and Amortisation (EBITDA)	7.76	39.52	332.20	331.37
Other Income	52.16	60.39	27.77	43.42
Depreciation & Amortisation (other than Goodwill)	50.49	51.62	235.01	219.09
Amortisation of Goodwill	45.71	88.45	45.71	88.50
(Loss)/Profit Before Interest and Tax	(36.28)	(40.17)	79.25	67.20
Finance Costs	57.92	37.23	85.69	56.81
(Loss)/Profit Before Tax and exceptional items	(94.20)	(77.40)	(6.44)	10.39
Exceptional Items	(2.00)	(5.91)	(48.15)	(14.64)
(Loss)/Profit Before Tax	(96.20)	(83.31)	(54.59)	(4.25)
Tax Expense	(37.33)	(52.84)	(24.79)	(22.26)
(Loss)/Profit for the year from Continued Operations	(58.87)	(30.47)	(29.80)	18.01
(Loss)/Profit for the year from Discontinued Operations	-	(1.08)	-	-
(Loss)/Profit for the year	(58.87)	(31.55)	(29.80)	18.01

PERFORMANCE AND OPERATION REVIEWStandalone Financial Results

In FY 2022-23, your Company achieved revenue of
R 402.55 Crores as compared to R 306.61 Crores in FY

2021- 22. Loss before tax stood at R (96.20) Crores in FY

2022- 23 as against loss before tax R (84.39) Crores in FY
2021-22. Loss after tax for the year remain at R (58.87)
Crores in FY 2022-23 as compared to loss after tax of
R (31.55) Crores in FY 2021-22.

Earnings per share for the FY 2022-23 remains at R(3.75)
per share as against R (2.01) per share in FY 2021-22.

Financial performance of your Company was mainly
impacted adversely due to European Directorate for the
Quality of Medicines & Health Care (EDQM) observations
that were pointed out at the conclusion of the audit
conducted at Company''s Bavla site by the SwissMedic
and EDQM in February 2020. Certain Certificate of
Suitability (CEPs) belonging to your Company were
suspended due to said observations. A further details
on current status of EDQM Audit observations is given
under the head "EDQM Audit Update”.

Consolidated Financial Results

In FY 2022-23, your Company achieved revenue of
R 2412.92 Crores as compared to R 2140.69 Crores in FY

2021- 22. Loss before tax stood at R(54.59) Crores in FY

2022- 23 as against Loss before tax of R (4.25) Crores in
FY 2021-22. Loss for the year remains at R (29.80) Crores
in FY 2022-23 as compared to Profit of R 18.01 Crores in
FY 2021-22.

Earnings per share for the FY 2022-23 remains at R (1.90)
per share as against R 1.15 per share in FY 2021-22. Cash
Earning per share for the current year works out to
R 19.07 as against R 21.70 in the previous year.

The net loss on a consolidated basis can mainly be
attributable to the impact on financial performance
because of EDQM observations as explained on a
standalone basis and to certain one-time/exceptional
items on a consolidated basis.

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.

EDQM AUDIT UPDATE

There was a joint inspection carried out during the
quarter ending March, 2020 by the Swissmedic and
European Directorate for the Quality of Medicines &
HealthCare (EDQM), due to which there were certain
audit observations issued deficient to EU GMP Part
II and other relevant Annexes for the Company''s
Bavla site. There was an impact on the production at
the Company''s Bavla manufacturing site due to the
observations received, which impacted the revenue
and profitability of the Company''s operations at Bavla
since March 2020 till now.

Your Company has been steadily ramping up
manufacturing activities at the Bavla site in order to
meet the customer requirements including successfully
passing certain key customer audits at the Company''s
Bavla site. Further, pursuant to implementation of the
Corrective Action Plan submitted to the EDQM on
21^st August, 2020, the Company had informed the
EDQM on 18^th October, 2022 regarding its readiness
for a re-inspection of its Bavla site with an objective of
getting a clearance for this site by the EDQM.

The re-inspection by the EDQM of the Bavla site is
scheduled from 18^th September, 2023 to 20^th September,
2023. Your Company expects to receive a clearance
from the EDQM in the said upcoming re-inspection.

JAPANESE PMDA

Your Company''s Bavla site was successfully inspected
by the Japanese Pharmaceuticals and Medical Devices
Agency (PMDA) from 31^st July, 2023 to 3^rd August, 2023
though the final report is awaited.

DIVIDEND

The results of the Company do not permit payment of
any dividend. Hence your Directors do not recommend
the payment of any dividend for the financial year
ended 31^st March, 2023.

TRANSFER TO RESERVES

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

DEPOSIT

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

OPERATIONS

Your company on the back of customer approvals
restarted manufacturing of certain APIs, intermediates
and Key Starting Materials (KSMs) from its Bavla
manufacturing site. A few significant projects were
completed while there was a continuous focus on
improving operational efficiency keeping into view the
future growth of the company. Your company is on
track to deliver high growth in the coming years both
in the revenue and operational profitability.

There was a visible ramp up in the operations of the
Company and its subsidiaries in the last financial year
as compared to the previous one. The Carbogen Amcis
entities continued delivering good performance both
in terms of revenue and profitability even though the
world economy is grappling with the effects of the
COVID-19 pandemic followed by geopolitical issues.
The India business is steadily returning to normalcy
with lot of actions taken and planned for to ensure
that this business becomes one of the major growth
contributors for the group. Below are some of the
operational measures taken in the last financial year as
well as the ones which are currently being undertaken
for the India business:

• Several processes are under improvements at both
the Bavla and Naroda site. Qualification is planned
along with the installation of the new Agitated
Nutsche Filter Dryers (ANFDs) at Naroda Plant.

• Multiple Effect Evaporator (MEE) plant
construction has been started at Naroda site.
Infrastructure including qualification is supposed
to be completed by second quarter of FY 2023-24.
MEE plant will significantly decrease the site cost
and at the same time improve the compliance.

• Powder processing area Line 1 at Naroda site was
completed introducing Reverse Laminar Air Flow
(RLAF) and pass boxes. Line 1 is now in line with the
GMP requirements. The same was already audited
and no remarks were found.

• At Naroda site, switched several projects from filter
drier operations to single filter-drier operation
saving a lot of time.

• A New QC lab at Bavla site was fully qualified and it
is now operational. In the past few months, several
equipment were shifted into the new lab. Currently
the QC facilities size has doubled and capable to
sustain the future site expansions.

• The new stability chambers at Bavla site were fully
qualified, and all the stability samples were shifted
into them. Also, the new retain samples areas were
qualified and are now fully operational.

• A new GC-MS (Gaschromatograph-Mass)
quadrupole was installed in QC at Bavla site. This
will allow to be compliant with our APIs release
and also to analyse the nitrosamine impurities.

• MEE plant at Bavla site was opened and currently
is up and running. This is a major milestone
which club together EHS compliance and high
operational equipment.

• Raw material warehouses (RM1 and RM2) at Bavla
site were completed and opened. RM1 and RM2
are now adhering to the highest standards.

• Erection of the purified water plant was started.
More than 10 Kms of purified waters pipelines have
been laid down.

Your company''s manufacturing subsidiaries under
CARBOGEN AMCIS, have been consistently delivering
growth performance. The additional capacity to
manufacture a recently approved Antibody Drug
Conjugate (ADC) molecule shall help the Swiss
subsidiary to scale up its business for this molecule
significantly over the next few years. Moreover, the
recently completed greenfield project in France for
developing and manufacturing injectable formulation
products will help the French subsidiary scale up its
revenues over the next 5 years. The Dutch business
had a flat year in terms of revenue due to significant
business ramp up during the previous couple of
years on account of increased demand for Vitamin
D analogue products due to COVID-19 impact. The
raw material price increase globally and energy cost
increase on account of Russia-Ukraine war also led to
decline in margins in FY23 as compared to previous
years. However, due to company''s focus on passing
on the increased costs to its customers to the extent
possible, the margins are expected to improve in the
Dutch subsidiary over the next years.

CRAMS

The CRAMS segment remains one of the major
focus areas for your Company on both the New
Product development and commercial side. There is
a continuous push to add more and more molecules,
which are niche in nature and which meet your
minimum margin requirements. Due to continued
focus on developing niche molecules, today we have
a healthy basket of such molecules across all phases
of development. Your Company has as many as 15
molecules in late Phase III development, which is a
significant number. Your Company has been targeting
small and mid sized biotech companies for securing
molecules in early phases of development, which has
proven to be a great strategy both from a customer
diversification point of view as well as for increasing
development revenue from such niche molecules
on a consistent basis. Your Company is also focussed
on improving capacity utilization levels in your
Shanghai plant by transferring manufacturing of more
intermediates to Shanghai rather than manufacturing
them in Switzerland. The Manchester facility of your
Company has been supporting the Swiss facility as well
as catering to the customers directly quite well due
to which the capacity utilization has increased to the
maximum level. Your Company''s new parenteral facility
in France will enable it to forward integrate the existing
API business into manufacturing finished dosage for
your customers and thus complete the entire loop of
services that your Company can offer to their customers.
The CRAMS business out of India is expected to scale up
significantly once the regulatory hurdles are overcome
and clearance is received from the EDQM in FY24. The
India business is strategically a very important growth
driver for the CRAMS business for the group in the
future due to its capability to manufacture on a larger
scale and in a cost efficient manner.

Vitamin D Analogues and Cholesterol

Your company''s Vitamin D analogues and Cholesterol
business showed a decline in revenues mainly on

account of higher stocking up of Vitamin D analogues in
the previous year by many customers due to COVID-19
situation. Moreover, the profitability was impacted due
to significant increase in energy costs on account of
Russia-Ukraine war and also due to increase in prices of
a key raw material i.e. the wool grease in the last financial
year. Your company expects the conditions to improve in
the mid-term due to which the revenue and profitability
should improve. Your company is also working on
developing other Vitamin D analogues and consider
the possibility of manufacturing Vitamin D3 in the next
years in India. Your company is also working along with
the Boston University on certain novel applications of
Vitamin D analogues. Your company has also been
working towards ramping up its production of softgel
capsules for formulation Vitamin D analogues in India.

Generic API and Disinfectant Business

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

Capital Expenditure Plan at the Company''s
subsidiaries located at Switzerland and France

Your company inaugurated its new manufacturing
facility in France in February, 2023, which is expected to
add significantly to both the revenues and profitability
of the French entity as well as to the Group. Your
company also completed its planned expansion of the
ADC project in Switzerland, which is also expected to
improve the financial position of the Group substantially
over the next few years. Your company has undertaken
a digital transformation project across all Global entities
with the idea of bringing all of the entities on a single
platform and having common digital systems for all
processes globally.

Performance of Major Subsidiary Associates

The major subsidiary companies have performed quite
well during the year under review. CARBOGEN AMCIS
AG., Switzerland has performed quite satisfactorily as
it reported a healthy revenue of R 1503.86 Crores and
operating profit of R 285.15 Crores

CARBOGEN AMCIS BV. during the year, reported
revenue of R 308.66 Crores and operating profit of
R 50.69 Crores. CARBOGEN AMCIS Ltd. (UK) reported a
revenue of around R 118.06 Crores and operating profit
of R 9.12 Crores. CARBOGEN AMCIS SAS (RIOM) reported
revenue of R 39.61 Crores and operating loss of R 32.57
Crores. CARBOGEN AMCIS (Shanghai) Co. Ltd. has
reported revenue of R 117.97 Crores and operating profit
of R 18.55 Crores.

The major marketing subsidiaries viz. Dishman USA Inc.
reported revenue of A 102.46 Crores and operating profit
of A 6.21 Crores. Dishman CARBOGEN AMCIS (Europe)
Ltd reported revenue of A 203.66 Crores and operating
profit of A 6.78 Crores during the year under review. Other
subsidiaries have performed reasonably well during the
year under review.

NON-CONVERTIBLE DEBENTURES ISSUED
ON A PRIVATE PLACEMENT BASIS

The Board of Directors in its meeting held on
17^th January, 2023, have approved the issuance up to
10,000 (Ten thousand) senior, secured, rated, listed,
redeemable, principal protected, market linked, non¬
convertible debentures of a face value of A 1,00,000
(Indian Rupees One Lakh only) each, aggregating
to not more than A 100,00,00,000 (Indian Rupees
One Hundred Crores only) on a private placement
basis in one or more tranches ("Debentures”) and on
20^th January, 2023 the Company has allotted 5,000 (five
thousand) Debentures amounting to A 50.00 Crores
(Indian Rupees Fifty Crores Only). The said Debentures
are listed on BSE Limited under Scrip Code: 974556.

The proceeds of the said issue have been fully utilized
for the purpose for which it has been raised i.e. for
repayment of existing debt and bona fide purposes in
the normal course of business. There is no deviation/
variation in use of proceeds from the objects for which
Debentures has been raised. The said Debentures are
market linked and Repayable/Redemption along with
premium on 21^st April, 2025.

RESEARCH AND DEVELOPMENT

This year your Company focused on the efforts to finish,
qualify and get certification for its group entity''s new site
in France. This is a major investment for your Company
which support Company''s desire to come always closer
to patients by bringing customer''s science to life.

This state of the art fill and finish facility contains
two manufacture lines, it is starting to operate, your
Company already serve several European customers
on challenging formulations at the R&D centre there
and plan to support their clinical parenteral drug
manufacturing. The Company is able to formulate any
kind of sterile liquid form. Company''s versatile line are
able to rapidly shift from vials to Pre Filled Syringes (PFS)
thanks to the high modularity of those lines conception
which offers Company''s customer a lot of options in
their therapeutics strategy. Moreover, in term of vials
size, Company can go from 2R to 100R which covers the
most part of drug applications. Thanks to this brand
new asset will definitely deliver new clinical products
to customer patients in need of breakthroughs
treatments.

Parallelly, your Company continued to support
customers'' filing for New Drug applications bringing
major improvement to patient wellness. As a matter of
fact, the Company works around key therapeutics areas,
especially in oncology, endocrinology, rare diseases and
orphan applications.

This is enabled by Company''s world-class global
R&D, Company''s first mission remains to solve
complex technical challenges. Company''s large set
of technologies and broad capabilities enabling the
Company to manufacture APIs, complex starting
materials and intermediates. This deep know-how
across the board sustains and helps to bring customers''
science to life. However, Company haven''t abandoned
its focus to support treating all diseases in other
therapeutic areas and do this using its best sciences,
technologies, and a passion for solving complex
technical issues.

Indeed, your Company supported all around the world
large and smaller pharmaceutical companies with a
premium service to optimize their time to market and
better sustainability of their entire supply chain.

Company''s global R&D effort has also been focused on
developing new applications around its own product
portfolio, a big focus has been given to demonstrate
the added value brought by Calcifediol versus classical
vitamin D3 (cholecalciferol) over the past few years.
Indeed, some new patents are under way for approval.

Moreover, the Dishman group is continuing its
promising partnership with companies to test a
number of New Chemical Entities with the perspective
of massive changes for people''s wellness. The results
are promising, and the Company has large hope in this
domain.

Your Company''s global R&D pipeline is still at the
highest level ever achieved, both in terms of a number of
projects but also importantly in diversity of client base.
Guaranteeing strong sustainability and multiple future
success. The Company''s global R & D teams continually
demonstrate their skills for making the complex and
challenging tasks that lie before their transition to real
products that are benefiting patients today.

As usual, Company''s product R & D teams also have
a pivotal role to play in the growth of Company''s
business by developing new Quaternary Compounds,
Phase Transfer Catalysts, Disinfectants and Vitamin
D analogues to keep Dishman at the forefront of
innovation in these markets.

Your Company also demonstrated this year its ability
to pull all leverages in its global entities to better use
of all the skills that exist across all R & D platforms
in India, Switzerland, Holland, China and UK in a
more coordinated way to further support customers
changing and diverse.

SAFETY, HEALTH & ENVIRONMENT (SHE)

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

the environmental impact of our operations on the
environment.

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

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

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

The Company''s QHSE policy is being implemented,
among others, through

(i) Upgradation of existing Effluent treatment
system by investing % 40 Crores. The revamped
conventional effluent treatment system and MEE
will be state of the art and fully automated units.

(ii) Maintaining the "Zero Discharge” of waste water
by series of treatment.

(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 to 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) Revised QSHE policy on June 2023 with commited
to Proactive identification and implementation
of occupational health hazard, safety and
environment aspects.

(xi) Ensure 100% PPE''s compliance to all employees as
well as contractors/visitors also.

(xii) Conducting intensive QHSE Training programs
including contractor employees and monitoring
the effectiveness of the same.

(xiii) Participation of employees in Safety committee
meetings at all levels and celebrating the National
Safety Day/Week and World Environment Day as
well as observing Fire Service Day.

(xiv) Tree plantation to increase the green cover at site.

(xv) Independent safety and environment audits at
regular intervals by third party and also in-house
by cross functional team.

(xvi) Independent safety and environment audit at
regular intervals for hazardous waste disposal
vendors.

(xvii) In-house medical and health facility at site for
pre- employment & periodical medical check-up
of all employees including contract employees.

(xviii) Additional health checkup for employees based
on their occupational needs.

(xix) Blood Donation Camp at site 2023 in association
with the Sanjivani Blood Bank, Ahmedabad for
social cause.

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

CREDIT RATING

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

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to the provisions of Section 124(5) and 125 of
the Companies Act, 2013, the Company has transferred
the unpaid or unclaimed dividend up to and for the
financial years 2014-15 (for final dividend declared) and
2015-16 (for interim dividend declared), to the Investor
Education and Protection Fund (''IEPF'') established by
the Central Government.

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

LISTING

The equity shares of the Company are listed on the
National Stock Exchange of India Ltd., Mumbai (NSE)
and BSE Ltd., Mumbai; while market linked non¬
convertible debentures issued by the Company are
listed on BSE Ltd. w.e.f. 24^th January, 2023. Annual listing
fees for the FY 2023-24, as applicable, have been paid
before due date to the concerned Stock Exchanges.

FORMATION OF VARIOUS COMMITTEES

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

The Company has following Committees:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Management Committee

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

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

DISCLOSURES UNDER THE COMPANIES
ACT, 2013

i) Annual Return

In accordance with the Companies Act, 2013, the
annual return in the prescribed format is available at
https://imdcal.com/images/files/Investor-Relations/
Annual%20Return/Annual%20Return%20for%20
the%20vear%20ended%2031.03.2023.pdf

ii) Board Meetings

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

During the FY 2022-23, the Board met 6 (Six) times i.e.
on 10^th May, 2022, 9^th August, 2022, 11^th November, 2022,
17^th January, 2023, 10^th February, 2023 and 10^th March,
2023. Detailed information on the meetings of the Board
is included in the report on Corporate Governance,
which forms part of this Annual Report.

iii) Related Party Transactions

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

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

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

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

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

vi) Subsidiaries, Joint Ventures and Associate
Companies

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

• During the year, two dormant wholly owned
subsidiaries viz. Dishman Australasia Pty Ltd., and
Dishman Middle East FZE were struck off/wound-up.

• A wholly owned subsidiary Company namely
"Visible Investment Pvt. Ltd.” has been converted
into Public Limited Company w.e.f. 27^th July, 2023.

• A new wholly owned subsidiary Company namely
"Dishman Carbogen Amcis Technology AG” has
been incorporated in Switzerland w.e.f. 7^th March,
2023. The said subsidiary has been formed to
provide centralized IT and technology services to
the Company''s global entities.

In view of the above, the total number of subsidiaries
including step down subsidiaries as on 31^st March, 2023
was 19 (Nineteen).

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

The amalgamation held between erstwhile Dishman
Pharmaceuticals and Chemical Limited and the
Company 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 sanctioned
by the Hon''ble High Court, Gujarat, which is different
from Ind AS 103 "Business Combinations”. The excess
of consideration payable over net assets acquired had
been recorded as goodwill amounting to A 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.

During the year, Board of Directors has re-assessed
the life of goodwill in accordance with the power
confirmed by Hon''ble High Court of Gujarat through
scheme, considering the benefits to be available to the
Company going forward, and accordingly has decided
to amortize the carrying value of A 685.58 Crores over a
revised life of 15 years starting from 1^st April, 2022. Had
the useful life of the Goodwill not been revised by the
Board of Directors, the Depreciation and Amortization
expense for the year ended 31^st March, 2023 would have
been higher by A 42.75 Crores and profit before tax
year ended 31^st March, 2023 would have been lower by
equivalent amount.

CONSOLIDATED FINANCIAL STATEMENT

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

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

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

GENERAL DISCLOSURE

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

During the year 2022-23, the Company has not
issue any of Equity Shares including sweat equity
with differential rights as to dividend, voting or
otherwise.

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

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

Employee Stock Option Plan 2021

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

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

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

Mr. Arpit J. Vyas, Global Managing Director
of the Company has received remuneration

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

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

Mr. Arpit J. Vyas has voluntarily decided not
to draw any remuneration from the Company
during financial year 2022-23. Other details of
remuneration pertaining to Mr. Arpit J. Vyas and
Mrs. Deohooti J. Vyas have been disclosed in report
on Corporate Governance.

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

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

v) Secretarial Standards

Secretarial Standards issued by the Institute of
Company Secretaries of India as applicable to
the Company were followed and complied with
during 2022-23. The Company has devised proper
systems to ensure compliance with the provisions
of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.

DIRECTORS & KMPS
Retire by Rotation

Mr. Janmejay R. Vyas, Director of the Company retires
by rotation at the forthcoming Annual General
Meeting and being eligible offers himself for re¬
appointment. Based on the performance evaluation
and the recommendation of the Nomination and
Remuneration Committee, the Board recommends
his re-appointment, as a Director. A resolution seeking
shareholders'' approval for his re-appointment forms
part of the Notice.

Retirement & cessation of Director

Mr. Mark Christopher Griffiths (DIN: 06981744) Director
- Global Marketing and Strategy, retired as member of
the Board effective 1^st April, 2022. The Board expressed
its deep sense of appreciation for the assistance and
guidance provided by Mr. Mark Christopher Griffiths
during his tenure as a Director of the Company. The
disclosure in this regard is available at https://www.
imdcal.com/images/files/Investor-Relations/Listing%20
Requirements/2021-22/Disclosure%20pursuant%20
to%20Regulation %2030%20of%20SEBI%20(LQDR)%20
Regulations,%202015%20-%20Retirement%20of%20
Mr.%20Mark%20Griff_p56132.pdf

Re-Appointment

The term of office of Ms. Maitri K. Mehta, as an
Independent Director, will expire on 31^st March, 2024.
The Board of Directors, on recommendation of the
Nomination and Remuneration Committee has
recommended re-appointment of Ms. Maitri K. Mehta,
as an Independent Director of the Company for a
second term of 5 (five) consecutive years on the expiry
of her current term of office. The Board also opine
that Ms. Maitri K. Mehta is a person of integrity and
possess vide experience and expertise beneficial to the
Company and she has also cleared online proficiency
self-assessment test conducted by Indian Institute of
Corporate Affairs. The approval of members for her re¬
appointment as an Independent Directors along with
rational for such re-appointment is being sought vide
Item Nos. 5 in Notice of the Annual Report.

Key Managerial Personnel

The Board of Directors on recommendation of
Nomination and Remuneration Committee has re¬
appointed Mr. Arpit J. Vyas as a Global Managing
Director of the Company for a further period of 5 (five)
years with effect from 1^st June, 2024, subject to approval
of shareholders, as his current term of office is upto
31^st May, 2024. The approval of members for his re¬
appointment as a Global Managing Director is being
sought vide Item Nos. 6 in Notice of the Annual Report.

Further, pursuant to the provisions of Section 203 of
the Act, the Key Managerial Personnel of the Company
as on 31^st March, 2023 are i) Mr. Arpit J. Vyas, Global
Managing Director; ii) Mr. Harshil R. Dalal, Global Chief
Financial Officer and iii) Ms. Shrima Dave, Company
Secretary.

Statement of Declaration by Independent
Directors

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

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

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

Board Evaluation & Criteria

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

Nomination and Remuneration Committee 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.

Independent Directors'' Meeting

A Separate meeting of Independent Directors was
held on 10^th February, 2023 without the attendance
of Non-Independent Directors and members of the
Management. In the said meeting, Independent
Directors reviewed the followings:

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

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

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

The Independent Directors expressed their satisfaction
with the evaluation process.

Board Diversity

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

POLICY ON DIRECTORS APPOINTMENT
AND REMUNERATION

The salient features of the Policy on Directors''
appointment and remuneration of Directors, KMP &
senior employees and other related matters as provided
under Section 178(3) of the Companies Act, 2013 is stated
in the report on Corporate Governance which is a Part of
the Board''s Report. The detailed Policy is placed on the

website of the Company at https://imdcal.com/images/
files/lnvestor-Relations/Policies%20of%20Dishman%20
Carbogen%20Amcis%20Limited/Policy%20on%20
Remuneration%20of%20Directors,%20Kev%20
Managerial%20Personnel%20&%20Senior%20
Emplovees%20AND%20Succession%20Policv.pdf

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

The information required under Section 197 of
the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in
separate annexure forming part of this Report as
Annexure B.

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

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTOR

The Independent Directors are provided with necessary
documents, brochures, reports and internal policies
to enable them to familiarize with the Company''s
procedures and practices. The Company undertook
various steps to make the Independent Directors have full
understanding about the Company. The Company has
through presentations at regular intervals, familiarized
and updated the Independent Directors with the
strategy, operations and functions of the Company and
Pharma Industry as a Whole. Generally, site visits to
various plant locations are organized for the Directors
to enable them to understand the operations of the
Company. The details of such familiarisation programmes
have been disclosed on the Company''s website at https://
imdcal.com/ir-index.php?Policies%20of%20Dishman%20
Carbogen%20Amcis%20Limited/Familiarisation%20
Programme%20for%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 10^th May, 2022,
9^th August, 2022, 11^th November, 2022 and 10^th February,
2023.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

• in the preparation of the annual accounts for the
financial year ended 31^st March, 2023, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures;

• the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of

the state of affairs of the Company at the end of
the financial year and of the profit or loss of the
Company for that period;

• the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

INSURANCE

Assets of your Company are adequately insured against
various perils.

RISK MANAGEMENT FRAMEWORK & POLICY

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

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

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

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

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

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

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

• To formulate a detailed Risk Management Policy;

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

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

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

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

WHISTLE BLOWER POLICY/VIGIL
MECHANISM

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

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

SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

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

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

AUDITORS AND AUDITORS'' REPORT
Statutory Auditors

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

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

The Notes on Financial Statements referred to in the
Auditors'' Report are self-explanatory and do not call for
any further comments. The Auditors'' Report does not
contain any qualification or reservation. There is also no
fraud has been reported by the Auditors in their Audit
Report for the year ended 31^st March, 2023.

Internal Auditors

M/s. Sharp & Tannan Associates, Chartered Accountants
(Firm Registration No. 109983W) have been internal
auditors of the Company for the year 2022-23. Internal
auditors are appointed by the Board of Directors
of the Company on a yearly basis, based on the
recommendation of the Audit Committee. The Internal
Auditors'' reports and their findings on the internal
audit, have been reviewed by the Audit Committee
on a quarterly basis. The scope of internal audit is also
reviewed and approved by the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the rules made thereunder,
the Company had appointed Mr. Ashok P. Pathak,
Practicing Company Secretary (Membership No. ACS:
9939; CP No: 2662), 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, reservation or adverse remark
and also no fraud has been reported for the year ended
31^st March, 2023.

Cost Audit

Central Government has notified rules for Cost Audit
and as per Companies (Cost Records and Audit) Rules,
2014 issued by Ministry of Corporate Affairs, Company
is not falling under the Industries, which will subject to
Cost Audit. Therefore, filing of cost audit report for the
FY 2022-23 is not applicable to the Company. However,
as required under Section 148(1) of the Companies Act,
2013, Company has maintained necessary Cost Records.

CORPORATE GOVERNANCE &MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

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

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

(URL: https://imdcal.com/imaaes/files/lnvestor-
Relations/Pol icies%20of%20Dish ma n%20
Carboaen%20Amcis%20Limited/Corporate%20
Social%20Responsibility%20Policy..pdf

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

SEBI vide its circular no. SEBl/LAD-NRO/GN/2021/2
dated 5^th May, 2021 had introduced new requirements
for sustainability reportina by listed entities. The new
reporting called the Business Responsibility and
Sustainability Report (''BRSR'') has replaced the existing
Business Responsibility Report. In terms of the aforesaid
amendment in Regulation 34(2)(f) of the SEBI (LODR)
Regulations, 2015, with effect from the financial year 2022
-2023, reporting of BRSR is made mandatory for the top
1000 listed companies (by market capitalisation) which
includes performance against the nine principles of the
National Guidelines on Responsible Business Conduct
and the report under each principle which is divided

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

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of SEBI (LODR) Regulations, 2015,
top 1000 companies based on market capitalization
(calculated as on 31^st March of every financial year) 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%20Dishman%20
Carbogen%20Amcis%20Limited/Dividend%20
Distribution%20Policy.pdf.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Date: 9^th August, 2023 Janmejay R. Vyas

Place: Ahmedabad Chairman

DIN - 00004730

---

Mar 31, 2018

To

The Shareholders of

Dishman Carbogen Amcis Limited

[formerly Carbogen Amcis (India) Ltd.]

The Directors have pleasure in presenting their Report along with the Audited Accounts of the Company for the year ended March 31, 2018.

FINANCIAL RESULTS

(Rs. In Crores)

Particulars	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Revenue from Operations	474.46	451.49	1694.78	1713.69
Earnings Before Interest Tax Deprecation and Amortisation (EBITDA)	166.31	70.80	45.69	26.13
Other Income	65.66	70.80	45.69	26.13
Depreciation & Amortisation (other than Goodwill)	45.99	47.39	122.96	125.04
Amortisation of Goodwill	88.46	88.46	88.46	88.46
Profit Before Interest and Tax	97.52	83.08	279.61	265.98
Finance Costs	35.34	39.17	48.83	49.01
Profit Before Tax	62.17	43.91	230.79	216.08
Tax Expense	25.10	19.67	76.22	70.66
Profit After Tax	37.07	24.24	154.57	145.43

PERFORMANCE AND OPERATION REVIEW

Standalone Financial Results

In FY 2017-18, your Company achieved revenue of Rs. 474.46 crores as compared to Rs. 451.49 crores in FY 2016-17. Profit before tax stood at Rs. 62.17 crores in FY 2017-18 as against Rs. 43.91 crores in FY 2016-17. Profit after tax for the year remain at Rs. 37.07 crores in FY 2017-18 as compared to Rs. 24.24 crores in FY 2016-17.

Earning per share for the FY 2017-18 remains at Rs. 2.30 per share as against Rs. 1.50 per share in FY2016-17.

Consolidated Financial Results

In FY 2017-18, your Company achieved revenue of Rs. 1694.78 crores as compared to Rs. 1713.69 crores in FY 2016-17. Profit before tax stood at Rs. 230.79 crores in FY 2017-18 as against Rs. 216.08 crores in FY 2016-17. Profit for the year remains at Rs. 154.57 crores in FY 2017-18 as compared to Rs. 145.43 crores in FY2016-17.

Earning per share for the FY 2017-18 remains at Rs. 9.58 per share as against Rs. 9.01 per share in FY2016-17. Cash Earning per share for the current year works out to Rs. 24.00 as agianst Rs. 18.50 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.

DIVIDEND

Your Directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits into the business of the Company and therefore no dividend has been recommended for the financial year ended March 31, 2018.

TRANSFER TO RESERVES

Due to amortization of Goodwill on account of merger, the Company has not transferred any amount to the General Reserves.

DEPOSIT

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

OPERATIONS

During the year, your company reinforced its philosophy of working towards achieving the vision of developing and manufacturing novel drugs , which are niche in nature and are able to address the world requirements by making the drugs available on an affordable and sustainable basis. Due to this focused approach, the company has been able to successfully develop and is in the process of developing some very niche sustain able high value molecules. Your company’s focus was to ensure that the operating margins are sustained in the financial year ending March 31, 2018 in spite of adverse macro and micro economic factors. Moreover, your company targeted to improve the net profit margin, which it was able to achieve due to sustained efforts on reducing the finance cost and bringing in operational efficiencies. Due to the above efforts, your company’s net profit margin was 9.36% in FY 2018 as compared to 8.90% in FY 2017. All key business verticals of the Company and also all major subsidiaries of the Company have performed exceedingly well.

CRAMS

Your company’s contract research business is an important gateway to successfully developing and commercializing new chemical entities. The molecules under development have been increasing each year and your scientists have been diligently working on complex, niche, difficult to develop molecules , which speaks volumes about the research talent pool within the company.

In line with the philosophy of the company to develop novel drugs which would address the unmet needs of the society, your company has been focusing on five key therapeutic areas, which are namely, oncology, ophthalmic, cardiovascular, CNS and drugs under orphan category. The diseases in these therapeutic areas are one of the widest spreading as there are billions of people world over who die from these diseases each year and hence there is a need for extensive research and innovation in these areas. The close integration between the Swiss, India and China operations is working exceedingly well for the group due to which your company has been able to reap the benefits of the capabilities of each of these entities. During the year, one of the life-saving oncology drugs, which received the approval from the US FDA in FY 2017, received approval from the EU, which reinforces the strong technical know-how within the group.

The CRAMS segment across all locations has performed very well during the year under review on account of addition of new clients, new molecules and increase in repeat business from existing customers. Your company has a very strong relationship with the global pharma innovators and biotech companies, which is helping it immensely in acquiring new businesses. Your company has been focusing its efforts on diversifying its customer base and increasing the number of molecules under development as this acts as a good de-risking strategy from a customer concentration viewpoint and also increases the chances of more molecules being success fully developed and getting commercial approvals.

Your company’s subsidiary CARBOGEN AMCIS AG commenced incurring capital expenditure on the new building it acquired in January, 2017, for modification of the building to meet its developmental project requirements. This capital expenditure is part of group’s year 2020 strategy and your company expects the phase I of the expenditure for this building to be completed by Q1 of FY 2018-19. This will help your company’s subsidiary to take additional orders for development work and increase the pipeline of products under development, thus increasing the chances of more molecules getting commercialized.

Your company is seeing a significant increase in the order book for the APIs of the molecules commercialized in the last 2-3 years, which are very niche in nature and are very high in margin. Your company’s subsidiary CARBOGEN AMCIS AG is also seeing an increase in the quantities of already commercialized molecules, which along with your company’s increased order book, would add immensely to the contract manufacturing revenue over the next 2-3 years.

Lastly, it is significant to note that the entire focus of your company is to make a difference to this world by developing and manufacturing molecules, which would help people suffering from chronic diseases lead a better and happy life. This approach has yielded significant results for your company and will continue to do s o in the future.

Hi-Po Unit

Your company’s Hi-Potency -Unit 9 facility has been a key driver of the group’s strategy to develop and manufacture highly complex New Chemical Entities. The API for one of the significant formulated product of the customer, which received approval from the US FDA in the last financial year, was successfully developed in the HiPo facility in Phase III. Your company has a strong scientific capability in India in addition to the one in Switzerland. The synergies between these two entities have been growing tremendously and this has started yielding significant results. The API which was successfully developed in the HiPo Plant was developed initially at the company’s Swiss facility and then the molecule along with its technology was successfully migrated to the company’s HiPo unit in India in the later phases of development work. Your company now expects more molecules out of this unit to be successfully developed, which would present a tremendous growth opportunity to the group.

Your company has planned to undertake expansion of the current installed capacities in this unit over the next 12 to 24 months . This expansion would largely involve installing the machineries for the remaining two cells and the custom block as currently only two cells are operational and running at full capacity. As your company sees sizeable order book going forward for this unit due to one of the molecules being successfully developed, this capacity increase is inevitable. Your company expects significant ramp up in the revenues from the HiPo unit on account of the strong pipeline of products, which would be developed and manufactured in this plant. Due to the complex nature of the products that would be developed and eventually manufactured in this unit, your company also expects the overall profitability margins to increase further as the capacity utilization of this plant increases.

Vitamin D Analogues

Your company’s subsidiary Dishman Netherlands continues to perform exceedingly well by producing and selling quality Vitamin D analogues and cholesterol. Due to the change in strategy at Dishman Netherlands and the company’s renewed focus on Vitamin D analogues and cholesterol business over the last 3-4 years, the company has been able to achieve significantly higher margins. Your company’s R&D team under the guidance of your Chairman and Managing Director has made unparalleled findings in synthetically developing a mechanism to alleviate the Vitamin D deficiency in people found deficient of the same. Your company expects that as the knowledge of the newly developed process gains traction in terms of market acceptance, the revenues of Vitamin D analogues should also increase. Moreover, your company is also making strides in the plans to manufacture finished dosage form of Vitamin D, which would be forward integration of the Vitamin D analogues, that your company’s subsidiary already manufactures.

During the year under review, the operating profitability margins have improved from 34% in FY 2016-17 to 38% in FY 2017-18, which are expected to be sustainable margins for the future.

Generic API and Disinfectant Business

Your company has remained focus on its changed strategy around generic APIs where it plans to develop and manufacture niche generic APIs. Your R&D team is doing development work on many HiPo generic molecules as they understand that space very well and there are many old molecules, which have been discarded for development by large pharmaceutical companies, but could have very significant value in terms of the efficacy on the patients suffering from those diseases. Currently, generic APIs constitute an insignificant proportion of total revenues but with the change in strategy, this could be a significant growth driver for the future.

Your company’s strategy of entering into long term agreements with certain global pharmaceutical companies for developing and manufacturing formulations for them is working quite well. This will help your company in better utilizing the assets for disinfectant plant in a better manner. However, your company’s strategy is clear that it would not be manufacturing disinfectant products at the cost of margins. Your company expects this business to be a steady business in the coming years.

Performance of Major Subsidiary Associates

The major subsidiary Companies have performed quite satisfactorily during the year under review. CARBOGEN AMCIS AG Switzerland has performed quite satisfactorily during the year under review. It has reported a healthy revenue of Rs. 973.33 crores and Profit after tax Rs. 148.30 crores.

Dishman Netherland BV., per form well during the year, reported revenue of Rs. 196.26 crores and Profit after tax of Rs. 57.92 crores. CARBOGEN AMCIS Ltd. (U.K.) reported a revenue of around Rs. 49.55 crores and Profit after tax of Rs. 8.45 crores. CARBOGEN AMCIS (Shanghai) Co. Ltd. also perform well, it was reported revenue of Rs. 46.79 crores and Profit before tax of Rs. 0.17 crores. Other Subsidiaries has also performed reasonably well during the year under review.

The other marketing subs idiaries viz. Dishman USA In c. reported revenue of Rs. 121.62 crores an d Profit after tax of Rs. 1.70 crores. Dishman Europe Ltd. reported a revenue of around Rs. 217.31 crores and Profit after tax of Rs. 14.48 crores during the year under review.

RESEARCH AND DEVELOPMENT

Dishman is a Research and Development driven company. Innovation is a constant factor in all activities undertaken at Dishman; be it processes, technologies or products.

We continue our efforts in bringing more efficiency to processes in terms of environmental impact and to meet the new, stricter regulations from the various regulatory agencies.

As members are aware and informed about our various focus areas viz: Vitamins, disinfectants, oncology products, MRI agents and catalysts. We have made progress on quite a few of these product ranges.

Dishman has been in the vitamin D business for more than a decade.

Since past two years, besides the regular Contract Research Projects for customers, Dishman has invested considerably in research in irradiation chemistry. This technology is used extensively in the manufacture of Vitamin D analogues. A lot of work has been done at Dishman to bring efficiency into upstream chemistry steps in order to have better mass balance and hence costs in the irradiation steps. Our efforts continue in this direction to bring newer, more efficient processes to manufacture these very important products.

We are adding capacity to our existing irradiation unit as well as putting new state-of-the -art irradiation units for specialized UV reactions at targeted wavelengths to get the desired conversions.

Our vitamin D team in the Netherlands and the R&D team in India work closely together to bring excellent outcomes of trials which are well designed an d thoroughly investigated.

Dishman has a leadership position in disinfectant actives. This year, we have developed new disinfectants with better efficacy against wide spectrum of microorganisms. Few trials are underway on various new applications. The capacity of disinfectant manufacturing facility has also been expanded to meet the demands that we foresee for these new products.

On generics, we have completed development of three contrast agents, 3 DMFs have been filed and this year, we plan to file 2 more DMFs for this product category. We continue to develop niche generic molecules and will file DMFs for regulated markets.

We have initiated activities in CNS stimulants space and are focusing on this category for the coming years. We are exploring the possibilities to re-purpose certain actives in specific finished formulations through adequate clinical trials.

This year, our R&D developed processes for some KSMs and RSMs of key commercial products enabling us to bring their manufacturing in-house or at locally outsourced facilities. This has reduced our dependence on imports significantly and brought about supply chain security for most of the high value commercial products.

To support these activities, we have invested in sophisticated analytical instruments and added new instruments to our existing set up.

QUALITY, HEALTH, SAFETY & ENVIRONMENT (QHSE)

Your Company is committed towards excellence in Quality, Health, Safety and Environment Management and ensures that those working with the Company are safe at work and that everyone takes responsibility for achieving this. We include EHS and climate change-related considerations in our business decisions and strive to minimize any adverse impact on environment by our operational activities. Measuring, Monitoring, Reviewing, analyzing, appraising and reporting on environmental, health an d safety performance is an important part of continual improvement in our EHS performance.

Dishman’s Environment, Health and Safety (EHS) organization conducts strategic planning to establish long-term EHS goals, assess resources required to achieve specific goals, and ensure critical business alignment. Dishman considers feedback from internal and external stakeholders in proposing and establishing its long-term goals in manufacturing operations.

Company ‘s products and processes are developed in accordance with strictly defined local and international rules to ensure safety and Health of workers as well as the environment. This is achieved by conducting the Risk Assessment, Qualitative Risk Assessment, Process Hazard Assessment, Identification of significant environmental aspects, Safety Audits, customer audits, HAZOP study and Environment audits. Safety & Environment Management Program are being taken to reduce the Significant Risk & Environment Impacts.

The Company’s QHSE policy is being implemented, among others, through (i) Segregation of waste water in terms of High COD and Low COD and treated separately to achieve zero discharge by utilizing treated water for Utility services, washing activities and flushing activities. (ii) Stripper system, Multiple effect evaporator and ATFD for concentrated effluent stream; (iii) Biological Effluent Treatment System, Tertiary treatment, Two Stage R.O. System and Multiple Effect Evaporator for Dilute Stream Effluent. (iv) Practicing On-site emergency plan by conducting mock-drills; (v) Replacement of hazardous process / chemical to non-hazardous process for converting to low hazards; (vi) Fire detection an d protection system available at site; (vii) Conducting intensive QHSE Training programs including contractor employees and monitoring the effectiveness of the same (viii) 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 (ix) Tree plantation to increase the green cover at site (x) Independent safety and environment audits at regular intervals by third party and also in-house by cross functional team; (xi) In-house medical and health facility at site for pre- employment & periodical medical check-up of all employees including contract employees;(xii) Additional health checkup for employees based on their occupational needs (xiii) Blood Donation Camp at site in association with the Ahmedabad Red Cross Society for social cause; (xiv) Rain water Harvesting System to conserve rain water an d improve ground water level.

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. Process Hazard Analysis (PHA) at various plants is being carried out to reduce process safety risks.

In its pursuit of excellence towards sustain able development and to go beyond compliance, Dishman integrated its ISO 14001:2015 for EMS, ISO 9001:2015 for QMS and BS OHSAS 18001:2007 for Occupational, Health and Safety Management systems. The company is also certified EN/ISO 13485:2012 for Medical Device Quality Management System for Disinfectant Products. The adopted systems are being monitored for continual improvements.

SCHEME OF ARRANGEMENT AND AMALGAMATION

As the members are aware that the Hon’ble High Court of Gujarat, vide its order dated 16th December, 2016 sanctioned a Scheme of Arrangement and Amalgamation amongst the Company; Dishman Pharmaceuticals and Chemicals Limited (DPCL); Dishman Care Limited (DCL) and their respective shareholders and Creditors (“Scheme”) in terms of the provisions of Section 391 to 394 of the Companies Act, 1956. Upon Scheme becoming effective Name of the Company has been Changed from “Carbogen Amcis (India) Limited” to “Dishman Carbogen Amcis Limited” w.e.f. 27th March, 2017 vide fresh certificate of Incorporation pursuant to change of name issued by the Office of Registrar of Companies, Gujarat.

The appointed date for the Scheme was 1st January, 2015. A certified copy of the said order of Hon’ble High Court of Gujarat along with the Scheme has been received by the Company on 2nd March, 2017. The Scheme has become effective upon filing of certified copy of said order of Hon’ble High Court with th e Office of Registrar of Companies, Gujarat/MCA on 17^th March, 2017 (“Effective Date”). Accordingly, DPCL as a going concern, stands amalgamated with the Company with effect from the Appointed Date i.e. 1st January, 2015.

Accounting Impact

The amalgamation has been accounted under the “Purchase Me thod” as per the then prevailing Accounting Standard 14 - Accounting for Amalgamations, as referred to in the Scheme of Amalgamation approved by the Hon’ble High Court, Gujarat, which is different from Ind AS 103 “Business Combinations”. Accordingly, the assets and liabilities of DPCL and DCL have been recorded of their fair value as on Appointed Date. The purchase consideration of Rs. 4810 crores payable by way of issue of shares of the Company has been disclosed as Share Suspense Account under other equity. The excess of consideration payable over net assets acquired has been recorded as goodwill amounting Rs. 1326.86 crores, represented by underlying intangible assets acquired on amalgamation and is being amortized over the period of 15 years from the Appointed Date. Had the goodwill not been amortized as required under Ind AS 103, the Depreciation and Amortization expense for the year ended March 31, 2018 would have been lower by Rs. 88.46 crores and the Profit Before Tax for the year ended March 31, 2018 would have been higher by an equivalent amount.

ALLOTMENT PURSUANT TO SCHEME OF ARRANGEMENT AND AMALGAMATION

On 6th June, 2017, the Company has issued and allotted 16,13,94,272 equity s hares of Rs. 2/- each, as fully paid-up equity shares to the shareholders of erstwhile Dishman Pharmaceuticals and Chemicals Limited in the ratio of 1 (one) share of Dishman Carbogen Amcis Limited for every 1 (one) share held in erstwhile Dishman Pharmaceuticals and Chemicals Limited to those shareholders whose names appear in the Register of Members / List of Beneficial owners as on the Record Date i.e. on 31st May, 2017, pursuant to the Scheme of arrangement and amalgamation.

LISTING AND TRADING

After the Scheme became effective, pursuant to the documents submitted on 22nd March, 2017, Part B approval of SEBI was received from BSE Ltd. on 12th May, 2017. Thereafter, the Company has fixed 31st May, 2017 as record date for the purpose of deciding the members who shall be eligible for allotment of equity shares pursuant to Scheme and necessary intimation of the same has been given to Stock Exchanges on 19th May, 2017. In this regard, the Company has received Suspension Letter dated 22nd May, 2017 issued by National Stock Exchange of India Limited and Notice of No Dealing dated 22nd May, 2017 issued by BSE Limited intimating that trading in the equity shares of DPCL shall be suspended with effect from May 30, 2017 due to procedural purpose till the new shares to be allotted to the DPCL’s shareholders get listed on both the Stock Exchanges. Thereafter, on 6th June, 2017, the Company has made allotment of 16,13,94,272 equity shares of the Company to the shareholders of DPCL in the ratio of 1:1 i.e. Share Exchange Ratio, fixed under the Scheme of merger.

Thereafter, on 22nd Jun e, 2017, Application for Listing and seeking exemption from Rule 19(2)(b) of Securities Contract (Regulation) Rules, 1957 was filed with BSE Ltd. and National Stock Exchange of India Ltd. In this regard, In-principle approvals has been received from National Stock Exchange of India Limited on 14th July, 2017 and from the BSE Limited on 20th July, 2017 for listing of 16,13,94,272 Equity Shares of Rs. 2/- each. The Company has also received SEBI approval Letter dated 13th September, 2017 approving Listing application seeking exemption from Rule 19(2)(b) of SCRR, 1957. After receipt of SEBI approval, NSE and BSE issued Listing and Trading Permission Notice dated 19th September, 2017 regarding to start trading in the shares of the Company from Thursday, September 21, 2017 on both the Stock Exchanges i.e. BSE (under Scrip Code: 540701) and NSE (under Symbol: DCAL). Annual listing fees for the FY 2018-2019, as applicable, have been paid before due date to the concerned Stock Exchanges.

FORMATION OF VARIOUS COMMITTEES

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

The Company has following Committees of the Board:

- Audit Committee

- Stakeholder Relationship Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Management Committee

- Sexual Harassment Committee

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 etc. of relevant committees are given in details in the Report on Corporate Governance which forms part of this Annual Report.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure A to this Report.

ii) Board Meetings

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

During the FY 2017-18, the Board met Five (5) times i.e. on 3rd April, 2017, 16th May, 2017, 10th August, 2017, 9^th November, 2017 and 24th January, 2018. Detailed in formation on the meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report.

iii) Related Party Transactions

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

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

During the year under review, the Company has made investments, Loan, guarantee in compliance of Section 186 of the Companies Act, 2013, the s aid details are given in the notes to the financial statements.

v) Material Changes and Commitments Affecting the Financial Position of the Company occurred after the end of Financial year

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

vi) Subsidiaries, Joint Ventures and Associate Companies

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

During the last quarter of the year under review, the Company has initiated the procedure to struck-off/ wound-up of its two dormant wholly owned subsidiaries namely Innovative Ozone Services Inc. (I03S) and Dishman Switzerland Ltd.

Also, as reported last year, as a part of global restructuring process, during the year, the Company has transferred its 100% stake in CARBOGEN AMCIS (Shanghai) Co. Ltd. (“CASCL”) to its another wholly owned subsidiary namely Dishman Carbogen Amcis (Singapore) Pte. Ltd. (“DCASPL”) by way of share swap arrangement for a consideration of RMB 189.51 million. Further, the DCASPL h as transferred its stake in CASCL to the Company’s wholly owned subsidiary namely CARBOGEN AMCIS Holding AG., Switzerland (“CAHAG”), by way of share swap. After, this restructuring the Company’s stake in CAHAG has been reduced to 91.50% and remain ing 8.50% has been held by DCASPL.

As on 31 March, 2018, the total number of subsidiaries including step down subsidiaries was Sixteen (16).

Restructuring of Wholly Owned Subsidiaries

i) Transfer of equity stake of Company’s wholly owned step down subsidiary namely Dishman Netherlands BV (“DNBV”) to Company’s another wholly owned subsidiary company namely CARBOGEN AMCIS Holding AG (“CAHAG”) CARBOGEN AMCIS Holding AG is an overseas wholly owned subsidiary of the Company, which is currently holding investments in its four subsidiaries namely i) CARBOGEN AMCIS AG, Switzerland; ii) CARBOGEN AMCIS SAS, France; iii) CARBOGEN AMCIS Limited, UK and iv) CARBOGEN AMCIS (Shanghai) Co. Limited, China. The Company, directly and indirectly, currently owns 100% shares in all these subsidiaries.

As a part of the global restructuring process, the Company’s wholly owned subsidiary Dishman Europe Limited (“DEL”) intends to transfer its shareholding in Dishman Netherlands BV to CAHAG by way of a share swap arrangement for a consideration of approximately EUR 91 million. The company intends to first transfer the shares of DNBV from DEL to Dishman Carbogen Amcis (Singapore) Pte Limited (“DCASPL”) and then from DCASPL to CAHAG by way of a share swap. The company also intends to change the name of Dishman Netherlands BV to CARBOGEN AMCIS Netherlands BV. This will help the company in realigning the operations globally and ensuring that all overseas manufacturing entities are consolidated under one overseas holding company.

ii) Restructuring of Dishman Japan’s Share Capital

As a part of restructuring process, Company’s wholly owned subsidiary namely Dishman Japan Ltd.(“DJL”), will issue new shares to CARBOGEN AMCIS Holding AG (“CAHAG”) and after this restructuring of DJL’s Share Capital, DJL becomes step down subsidiary of the Company and Company’s holding will reduce to 49% and 51% will be held by CAHAG. Subsequently, the name of the Dishman Japan Ltd., will be changed to Dishman Carbogen Amcis (Japan) Ltd.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 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 Saturday, Sunday 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.

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

GENERAL DISCLOSURE

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

During the year 2017-2018, the Company has not issue any of Equity Shares with differential rights as to dividend, voting or otherwise.

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

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

iii) Whether the Managing Director or the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries :

Mr. Arpit J. Vyas , Managing Director & CFO of the Company has received remuneration as a Director from two Foreign wholly owned subsidiary companies namely Dishman Europe Ltd., and CARBOGEN AMCIS AG., Switzerland AND from the Company as a Managing Director, which is in compliance with the provisions of the Companies Act, 2013.

Also, Mr. Janmejay R. Vyas, Chairman & Managing Director of the Company has received remuneration as a Director from one of the Foreign wholly owned subsidiary company namely Dishman Europe Ltd., and from the Company as a Chairman & Managing Director, which is in compliance with the provisions of the Companies Act, 2013.

Details of remuneration received by Mr. Arpit J. Vyas and Mr. Janmejay R. Vyas has been disclosed in report on Corporate Governance.

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

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

v) Secretarial Standards

Secretarial Standards issued by the Institute of Company Secretaries of India as applicable to the Company were followed and complied with during 2017-18. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DIRECTORS & KMPs

Retire by Rotation

Mrs. Deohooti J. Vyas, Whole-time Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offers hers elf for reappointment.

Appointment

The term of office of Mr. Ashok C. Gandhi and Mr. Sanjay S. Majmudar, as an Independent Directors, will expire on 31st March, 2019. The Board of Directors, on recommendation of the Nomination and Remuneration Committee has recommended reappointment of Mr. Ashok C. Gandh i and Mr. Sanjay S. Majmudar, as an Independent Directors of the Company for a second term of five (5) consecutive years on the expiry of their current term of office.

Key Managerial Personnel

The Board of Directors on recommendation of Nomination and Remuneration Committee has re-appointed Mr. Arpit J. Vyas as Managing Director of the Company for a further period of 5 (five) years with effect from 1st June, 2019, subject to approval of shareholders, as his current term of office is upto 30th May, 2019.

Statement of Declaration by Independent Directors

The Independent Directors have submitted the Declaration of their Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub section (6).

Board Evaluation & Criteria

Pursuant to the provisions of the Companies Act, 2013 an d Regulation 17 of SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition 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. The Board of Directors expressed their satisfaction with the evaluation process.

Board diversity

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

Policy on Director’s appointment and remuneration

The salient features of the Policy on Directors’ appointment and remuneration of Directors, KMP & senior employees and other related matters as provided under Section 178(3) of the Companies Act, 2013 is stated in the report on Corporate Governance which is a Part of the Board’s Report. The detailed Policy is placed on the website of the Company at http://www.dishmangroup.com/Files/DishmanGroup/Investor-Relations/Policy%20on%20Remuneration%20of%20Directors, %20Key%20Managerial%20Personnel%20&%20%20Senior%20Employees%20AND%20Succession%20Policy.pdf

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

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure C

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, forms part of this report as Annexure D.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

The independent Directors are provided with necessary documents, brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. The Company undertook various steps to make the Independent Directors have full understanding about the Company. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Pharma Industry as a Whole. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company. The details of such familiarisation programmes have been disclosed on the Company’s website at www.dishmangroup.com.

INDEPENDENT DIRECTORS’ MEETING

A Separate meeting of Independent Directors held on 24th January, 2018 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 In dependent Directors and Board of Directors as a wh ole;

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

- Evaluation of the quality of flow of information between the Management and Board for effective per formance by the Board.

The In dependent Directors expressed their satisfaction with the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

- that in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent s o 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;

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

INSURANCE

Assets of your Company are adequately insured against various perils.

RISK MANAGEMENT POLICY

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.

VIGIL MECHANISM

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

The policy also provides for adequate safeguards against victimization of whistle blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. Th e 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.dishmangroup.com .

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

M/s. V. D. Shukla & Co., Chartered Accountants, Ahmedabad, (Firm Registration No. 110240W) and M/s. Haribhakti & Co., LLP, Chartered Accountants, Mumbai, (Firm Registration No. 103523W) were appointed as Joint Statutory Auditors of the Company for period of 4 years at the 10th Annual General Meeting (AGM) held on September 28, 2017 and hold office until the conclusion of the 14th AGM subject to ratification by the Members at every AGM. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the requirement of ratification of appointment of Statutory Auditors in every AGM subsequent to their appointment has been dispensed. Hence, Company has not taken the agenda of Ratification of appointment of joint statutory auditors in the notice of ensuing annual general meeting.

The Company has received a confirmation from M/s. V. D. Shukla & Co., Chartered Accountants, Ahmedabad, (Firm Registration No. 110240W) and M/s. Haribhakti & Co., LLP, Chartered Accountants, Mumbai, (Firm Registration No. 103523W) to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements referred to in th e Auditors’ Report are self-explanatory and do not call for any further comments. The Auditor’ Report does not contain any qualification or reservation.

Internal Auditors

M/s. Shah & Shah Associates, (Firm Registration No. 113742W) Chartered Accountants, Ahmedabad has been internal auditor of the Company. 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 Auditor’s reports and their findings on the internal audit, has been reviewed by the Audit Committee on a quarterly basis. The scope of internal audit is also reviewed and approved by the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed Mr. Ashok P. Pathak, Practicing Company Secretary (Membership No. ACS: 9939; CP No: 2662), as Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended in the Annexure E 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, reservation or adverse remark.

Cost Audit

Central Government has notified rules for Cost Audit and as per new 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 2018-19 is not applicable to the Company. However, as required under Section 148(1) of the Companies Act, 2013, Company has maintained necessary Cost Records.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION ANALYSIS REPORT

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

CORPORATE SOCIAL RESPONSIBILITY

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

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee and con tents of CSR policy is provided in the Report on Corporate Governance. The details of CSR activities carried out by the Company are appended in the Annexure G to the Director’s Report. The CSR Policy is available on the website of the Company.

BUSINESS RESPONSIBILITY REPORT

In pursuance of Regulation 34 of SEBI (LODR) Regulations, 2015, top 500 companies based on market capitalization (calculated as on March 31 of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate report on Business Responsibility is annexed herewith as Annexure H.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of SEBI (LODR) Regulations, 2015, top 500 companies based on market capitalization (calculated as on March 31 of every financial year) are required to formulate Dividend Distribution Policy. Accordingly, the Board has approved the Dividend Distribution Policy in line with said Regulation. The said policy is available on www.dishmangroup.com. The Policy is annexed as Annexure I to the Director ‘s Report.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Janmejay R. Vyas

Date : 16th May, 2018 Chairman & Managing Director

Place : Ahmedabad DIN - 0000 4730

---

Mar 31, 2017

To

The Shareholders of

Dishman Carbogen Amcis Limited

[formerly Carbogen Amcis (India) Ltd.]

The Directors have pleasure in presenting their Report along with the Audited Accounts of the Company [after merger of erstwhile Dishman Pharmaceuticals and Chemicals Limited ("DPCL") into the Company] for the year ended March 31, 2017. FINANCIAL RESULTS

(Rs, In Crores)

	Standalone		Consolidated
Particulars	2016-2017	2015-20161	2016-2017 2015-2016*
Revenue from Operations	516.74	451.49	1,713.69 1,601.69
Earning Before Interest Tax Depreciation and Amortization (EBITDA)	148.13	171.24	453.35	410.21
Other Income	70.80	61.71	25.26	26.54
Depreciation	47.40	48.08	125.06	109.06
Amortization of Goodwill	88.45	88.45	88.45	88.45
Profit Before Interest and Tax	83.08	96.42	265.10	239.24
Finance Costs	39.17	69.48	49.01	94.44
Profit Before Tax	43.91	26.94	216.09	144.80
Tax Expense	19.67	11.94	70.66	42.11
Profit After Tax	24.24	15.00	145.43	102.69

declared an interim dividend of Rs.1.20 (i.e. @ 60%) per equity share on 16,13,94,272 Equity Shares of Rs.2.00 each, amounting to Rs.19.37 crores and paid to the members, whose names appeared on the Register of Members of DPCL on February 21, 2017. Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company and therefore no final dividend has been recommended and the interim dividend declared by the erstwhile Dishman Pharmaceuticals and Chemicals Ltd., is the dividend on equity shares of the Company for the financial year ended March 31, 2017.

TRANSFER TO RESERVES

Due to amortization of Goodwill on account of merger, the Company has not transferred any amount to the General Reserves. DEPOSIT

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

OPERATIONS

During the year, your company performed exceedingly well by achieving increase in revenues as well as improvement of profitability parameters. This was made possible by increase in sales in CRAMS segment, achieving operational efficiencies, reduction in costs and consciously reducing the sales of low-margin products. Due to the above efforts, your company''s operating revenue has increased by 14% in FY 2017 as compared to FY 2016. Moreover, the operating margin has improved from 26% in FY 2016 to 27% in FY 2017. All key business verticals of the Company and also all major subsidiaries of the Company have performed exceedingly well.

CRAMS

Your company''s contract research business has done exceedingly well as your scientists have diligently put efforts on developing new chemical entities across different phases of API development. This has resulted in fantastic results for your company as the number of molecules in late Phase III have increased significantly. Many of the molecules that are under late Phase III development have received the breakthrough status from the regulatory agencies, which speaks volumes of the kind of research capability that has been built across the group. Your company also started focusing on five key therapeutic areas, which are namely, oncology, ophthalmic, cardiovascular, CNS and drugs under orphan category. The reason for choosing these five therapies was largely driven by the idea of working towards addressing the unmet needs of the society and today, unfortunately, these are some of the most critical therapeutic areas where more research work is required. The close integration between the Swiss, India and China operations is working exceedingly well for the group due to which your company has been able to utilize the capabilities and capacities of the people and assets in an optimum manner. During the year, one of the life-saving oncology drugs, for which your company was doing development work on the API since last ten years, received the approval from the US FDA in FY 2017, which was a significant landmark in the history of your company.

The CRAMS segment across India, Switzerland, France, UK and China manufacturing facilities has performed very well during the year under review on account of addition of new clients, new molecules and increase in repeat business from existing customers. Your company has a very strong relationship with the global pharma innovators and biotech companies, which is helping it immensely in getting new businesses. Your company''s profound research capabilities has allowed it to take many molecules with anti-body drug conjugate technology for development, which would be a significant breakthrough as and when they get developed.

Your company''s subsidiary Carbogen Amcis AG had been operating at almost 95% capacity utilization levels due to the huge order flow for development work that has been coming to the company due to its advanced scientific base. However, this led to the problem of not able to take on certain new orders on immediate basis due to not having enough idle capacity. In order to debottleneck this issue, your subsidiary acquired a building in Switzerland so that it does not have to reject orders just on account of development capacity constraint. This building is expected to be operational from the end of first quarter of FY 2019. Once the building is operational, the development revenues of Carbogen Amcis are expected to increase significantly over a period of time.

Lastly, it is significant to note that the entire focus of your company is to make a difference to this world by developing and manufacturing molecules, which would help people suffering from chronic diseases lead a better and happy life. This approach has yielded significant results for your company and will continue to do so in the future.

Hi-Po Unit

Your company''s Hi-Potency -Unit 9 facility has been a key driver of the group''s strategy to develop and manufacture highly complex New Chemical Entities. The API for one of the significant formulated product of the customer, which received approval from the US FDA in the last financial year, was successfully developed in the HiPo facility. Your company has a strong scientific capability in India in addition to the one in Switzerland. The synergies between these two entities have been growing tremendously and this has started yielding significant results. The API which was successfully developed in the HiPo Plant was developed initially at the company''s Swiss facility and then the molecule along with its technology was successfully migrated to the company''s HiPo unit in India in the later phases of development work. Your company now expects more molecules out of this unit to be successfully developed, which would present a tremendous growth opportunity to the group.

Your company has planned to undertake expansion of the current installed capacities in this unit over the next 12 to 18 months. This expansion would largely involve installing the machineries for the remaining two cells and the custom block as currently only two cells are operational and running at full capacity. As your company sees sizeable order book going forward for this unit due to one of the molecules being successfully developed, this capacity increase is inevitable. Your company expects significant ramp up in the revenues from the HiPo unit on account of the strong pipeline of products, which would be developed and manufactured in this plant. Due to the complex nature of the products that would be developed and eventually manufactured in this unit, your company also expects the overall profitability margins to increase further as the capacity utilization of this plant increases.

Vitamin D3

Your company''s subsidiary Dishman Netherlands continues to perform exceedingly well by producing and selling quality Vitamin D3 analogues and cholesterol. Due to the change in strategy at Dishman Netherlands and the company''s renewed focus on Vitamin D3 analogues and cholesterol business over the last 2-3 years, the company has been able to achieve significantly higher margins. Your company''s R&D team under the guidance of your Chairman and Managing Director has made unparalleled findings in synthetically developing a mechanism to alleviate the Vitamin D3 deficiency in people found deficient of the same. Your company expects that as the knowledge of the newly developed process gains traction in terms of market acceptance, the revenues of Vitamin D3 analogues should also increase. Moreover, your company may utilize its Shanghai assets for Vitamin D3 analogues as well in the future.

During the year under review, the operating profitability margins have improved from 30% in FY 2015-16 to 34% in FY 2016-17, which are expected to be sustainable margins for the future.

Generic API and Disinfectant Business

Your company has remained focus on its changed strategy around generic APIs where it plans to develop and manufacture niche generic APIs. Your company filed Drug Master File for one such API, which is an imaging dye to detect lymphatic cancer in the very early phase. Your R&D team is doing development work on many HiPo generic molecules as they understand that space very well and there are many old molecules, which have been discarded for development by large pharmaceutical companies, but could have very significant value in terms of the efficacy on the patients suffering from those diseases. Currently, generic APIs constitute an insignificant proportion of total revenues but with the change in strategy, this could be a significant growth driver for the future.

Your company''s strategy of entering into long term agreements with certain global pharmaceutical companies for developing and manufacturing formulations for them is working quite well. This will help your company in better utilizing the assets for disinfectant plant in a better manner. However, your company''s strategy is clear that it would not be manufacturing disinfectant products at the cost of margins. Your company expects this business to grow significantly in the coming years. Your company also has plans to manufacture soft-gel capsules in the disinfectant unit for its Vitamin D3 products, which would be a new area of Vitamin D contract formulation for your company.

Performance of Major Subsidiary Associates

The major subsidiary Companies have performed quite satisfactorily during the year under review. Carbogen Amcis AG Switzerland has performed quite satisfactorily during the year under review. It has reported a healthy revenue of Rs, 912.05 crores and Profit after tax Rs, 86.48 crores. The other marketing subsidiaries viz. Dishman USA reported revenue of Rs, 106.79 crores and Profit after tax of Rs, 1.87 crores. Dishman Europe reported a revenue of around Rs, 235.75 crores and Profit after tax of Rs, 16.16 crores during the year under review.

Dishman Netherland BV., perform well during the year, reported revenue of Rs, 241.43 crores and Profit after tax of Rs, 50.06 crores. Carbogen Amcis Ltd.(U.K.) reported a revenue of around Rs, 48.92 crores and Profit after tax of Rs, 4.75 crores. Carbogen Amcis (Shanghai) Co. Ltd. (Dishman China) also perform well compared to the previous year, it was reported revenue of Rs, 52.74 crores and Profit before tax of Rs, 0.23 crores. Other Subsidiaries has also performed reasonably well during the year under review.

RESEARCH AND DEVELOPMENT

Imagination, Invention & Innovation are the three main pillars of Research and Development. It is the foundation upon which Company''s strategy of manufacturing and marketing of Bulk Drugs, Intermediates (including contract manufacturing), Fine Chemicals, Quats & Specialty chemicals stands. Your company offers portfolio of services from process R&D in state-of-the-art laboratories, kilo and pilot plant trials in well equipped kilo labs and pilot plants and scale-up to full scale commercial manufacture in multipurpose production units as well as dedicated facilities for certain products as per customer requirement. By offering technical and manufacturing excellence in multiple locations around the globe, your Company is the global outsourcing partner for the pharmaceutical industry providing innovative development and value for money, long term commercial supply.

Company''s Process research and development scientists work in well-equipped laboratories. These laboratories have an excellent analytical set up for monitoring the reactions. The development programs are designed to meet customer expectations which vary from project to project. Majority of the process development activities are aimed at optimizing the existing processes with an objective to make them economically and environmentally viable. During development, the safety and efficiency of the process is given the utmost importance.

With the ongoing changing regulatory scenario on drug design, we develop processes which are capable of producing very pure APIs with impurities well below the acceptable levels. Currently, above 400 projects are at various stages of development. These comprise of development project for new chemicals entitties as well as generic APIs, including HiPo & NCEs & HiPo generic.

In generic APIs segment, we are focusing on new niche therapeutic areas like MRI contrast reagent API''S, Vitamin analogues, steroids, anticancer, antineoplastic drugs, anti-diabetic, anti-tuberculosis, antihypertensive, antiviral, antiseptic and ophthalmic drugs. For all the development activities, our scientific team and research scientists have access to online databases for all types of information requirement. At present more than 550 scienties, including doctorates work at the Company''s R & D centre globally. Company was spent substantial incremental capex on acquiring newer and very sophisticated analytical instruments for the Bavla site which enables the company to undertake extremely complex and high cost research projects in steroids, oncology drugs, etc. In addition to this, we have equipped our scientific department with latest and comprehensive databases for research and marketable molecules.

The company''s focus continued to remain in improving current processes for better operations and productivity which can be visible from continuously improving EBITDA growth. In our global unification program, we have increased the technical exchange between our sites in the Netherlands, Switzerland and India. This will certainly go a long way in improving chemistry capabilities worldwide.

Development in the sector of Vitamin analogues and steroids is key focus in joint collaboration with the technical team of Netherland unit. Currently three analogues are under development and three are under future planning. The UV irradiation technology is being installed and the development of two products using this technology is progressive. The development and formulation of new antiseptic series and its study on various bacteria''s declared by WHO is ongoing as well as Development activity on series of new MRI contrast reagents and chelating agents, various bleaching agent catalysts is planned.

QUALITY, HEALTH, SAFETY & ENVIRONMENT (QHSE)

Company''s products and processes are developed in accordance with strictly defined local and international rules to ensure safety and Health of workers as well as the environment. This is achieved by conducting the Risk Assessment, Qualitative Risk Assessment, Process Hazard Assessment, Identification of significant environmental aspects, Safety Audits, customer audits, HAZOP study and Environment audits. Safety & Environment Management Program are being taken to reduce the Significant Risk & Environment Impacts.

Dishman is committed towards excellence in Quality, Health, Safety and Environment Management and ensures that those working with the Company are safe at work and that everyone takes responsibility for achieving this. We include EHS and climate change-related considerations in our business decisions and strive to minimize any adverse impact on environment by our operational activities. Measuring, Monitoring, Reviewing , analyzing, appraising and reporting on environmental, health and safety performance is an important part of continual improvement in our EHS performance.

Dishman''s Environment, Health and Safety (EHS) organization conducts strategic planning to establish long-term EHS goals, assess resources required to achieve specific goals, and ensure critical business alignment. Dishman considers feedback from internal and external stakeholders in proposing and establishing its long-term goals in manufacturing operations.

The Company''s QHSE policy is being implemented, among others, through (i) Segregation of waste water in terms of High COD and Low COD and treated separately to achieve zero discharge by utilizing treated water for Utility services , washing activities and flushing activities. (ii) Stripper system, Multiple effect evaporator and ATFD for concentrated effluent stream;

(iii) Biological Effluent Treatment System , Tertiary treatment , Two Stage R.O. System and Multiple Effect Evaporator for Dilute Stream Effluent. (iv) Practicing On-site emergency plan by conducting mock-drills; (v) Replacement of hazardous process / chemical to non-hazardous process for converting to low hazards; (vi) Fire detection and protection system available at site;

(vii) Conducting intensive QHSE Training programs including contractor employees and monitoring the effectiveness of the same (viii) 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 (ix) Tree plantation to increase the green cover at site

(x) Independent safety and environment audits at regular intervals by third party and also in-house by cross functional team;

(xi) In-house medical and health facility at site for pre- employment & periodical medical check-up of all employees including contract employees;(xii) Additional health checkup for employees based on their occupational needs (xiii) Blood Donation Camp at site in association with the Ahmadabad Red Cross Society for social cause; (xiv) Participation and paper presentation on good practices adopted by dishman on SHE management in National and International Conferences. (xv) Rated low risk facility by various international Customer by conducting in depth EHS audit . (xvi) Rain water Harvesting System to conserve rain water and improve ground water level.

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. Process Hazard Analysis (PHA) at various plants is being carried out to reduce process safety risks.

In its pursuit of excellence towards sustainable development and to go beyond compliance, Dishman integrated its ISO 14001:2004 EMS, ISO 9001:2008 QMS and ISO 18001:2007 OSHA management systems and certified for HACCP and FAMI-Qs for Vitamin D3 plant. The company is also certified EN/ISO 13485:2012 for Medical Disinfectant Products. The adopted systems are being monitored for continual improvements.

Your Company''s efforts are recognized by State Level, National Level and International level Awards from time to time. Indian Chemical Council (ICC) has authorized the Company for use of Responsible Care Logo, for three years, with effect from September-2016 to August-2019.

NON CONVERTIBLE DEBENTURES (NCDs)

As you are aware, in February, 2010 erstwhile Dishman Pharmaceuticals and Chemical Ltd. ("DPCL") has issued Secured Redeemable Non-Convertible Debentures of Rs.75.00 crores in the form of Separately Transferable Redeemable Principle Parts ("STRPPs") of Rs.10 lacs each fully paid-up on private placement basis and the said NCDs has been listed on the Bombay Stock Exchange Ltd. (BSE) in the list of securities of F Group - Debt Instrument w.e.f. 13th May, 2010. These NCDs will be redeemed at par at the end of 4th, 5th, 6th & 7th year in ratio of 20:20:30:30, respectively from the date of issue.

During the year, as per the terms of said NCD, on 18^th February, 2017, DPCL has redeem last remaining 30% of the Nonconvertible Debenture issued by DPCL in February, 2010 and accordingly; DPCL has paid Rs.24.83 Cr. towards principal payment and interest thereon to the Debenture holders. Now, as on 31st March, 2017, there is no outstanding NCDs and it has been fully repaid as per the terms. DPCL had regularly paid principal and interest on the said NCDs on the due date.

BONUS SHARES

The Board of Directors of erstwhile Dishman Pharmaceuticals and Chemical Ltd. ("DPCL") in its meeting held on 24^th February, 2016 recommended a Bonus issue of Equity shares in the ratio of 1 (one) equity share for every 1 (one) equity share held, as on the record date to be determined by the Board. On 5^th May, 2016, DPCL has issued and allotted 8,06,97,136 equity shares of Rs.2/- each, as fully paid-up bonus shares in the ratio of 1 (one) equity share for every 1 (one) equity share held to those shareholders whose names appear in the Register of Members / List of Beneficial owners as on the Record Date i.e. on May 3,

2016. With this allotment, the total issued and paid-up capital of DPCL has increased to Rs.32,27,88,544/- and new allotted bonus shares has been listed and admitted to dealings on National Stock Exchange of India Ltd., Mumbai (NSE) and Bombay Stock Exchange Ltd., Mumbai (BSE) w.e.f. 13^th May, 2016.

SCHEME OF ARRANGEMENT AND AMALGAMATION AND CHANGE OF NAME

The Board of Directors of the Company at their meeting held on 24th February, 2016 approved a Scheme of Arrangement and Amalgamation amongst the Company; Dishman Pharmaceuticals and Chemicals Limited (DPCL); Dishman Care Limited (DCL) and their respective shareholders and Creditors ("Scheme") in terms of the provisions of Section 391 to 394 of the Companies Act, 1956. The Rationale of the Scheme, amongst others was to consolidate the business so as to provide a high level of synergistic integration, better operational management and provide value addition. It re-emphasizes the strategy of "One Company, Two Brands" with both "Dishman" and "Carbogen Amcis" brands being reflected in one company. Synergies arising out of consolidation of business have lead to enhancement of net worth of the combined business and reflection of true net-worth in the financial statements and improved alignment of debt.

The Scheme inter alia provided for the following:

- Transfer and vesting of the Effluent Treatment Plants (ETP) Undertaking of DPCL into Company, a wholly owned subsidiary of DPCL prior to the scheme becoming effective, by way of slump sale;

- Followed by, amalgamation of DCL, a wholly owned subsidiary of DPCL into and with DPCL in accordance with Section 2(1 B) of the Income Tax Act, 1961;

- Followed by, amalgamation of DPCL into and with Company in accordance with Section 2(1 B) of the Income Tax Act, 1961.

- Upon Scheme becoming effective Name of the Company has been Changed from "Carbogen Amcis (India) Limited" to "Dishman Carbogen Amcis Limited".

Date on which the Scheme became effective and change of Name of the Company

The appointed date for the Scheme was 1 st January, 2015. The Hon''ble High Court of Gujarat, vide its order dated 16th December, 2016 sanctioned the Scheme and certified copy of the said order along with the Scheme has been received by the Company on 2nd March, 2017. The Scheme has become effective upon filing of certified copy of said order of Hon''ble High Court with the Office of Registrar of Companies, Gujarat/MCA on 17th March, 2017 ("Effective Date") and accordingly has been given effect in the books of accounts in year 2016-17. DPCL as a going concern, stands amalgamated with the Company with effect from the Appointed Date i.e. 1st January, 2015. Subsequently, in terms of the said Scheme, the name of Company has been changed to "Dishman Carbogen Amcis Ltd" w.e.f. 27th March, 2017 vide fresh certificate of Incorporation pursuant to change of name issued by the Office of Registrar of Companies, Gujarat.

Accounting Impact

The amalgamation has been accounted under the "Purchase Method" as per the then prevailing Accounting Standard 14 -Accounting for Amalgamations, as referred to in the Scheme of Amalgamation approved by the Hon''ble High Court, Gujarat, which is different from Ind AS 103 "Business Combinations". Accordingly the assets and liabilities of DPCL and DCL have been recorded at their fair value as on Appointed Date. The purchase consideration of Rs.4810 crores payable by way of issue of shares of the Company has been disclosed as Share Suspense Account under other equity. The excess of consideration payable over net assets acquired has been recorded as goodwill amounting Rs.1326.86 crores, represented by underlying intangible assets acquired on amalgamation and is being amortized over the period of 15 years from the Appointed Date. Had the goodwill not been amortized as required under Ind AS 103, the Depreciation and Amortization expense for the year ended March 31, 2017 would have been lower by Rs.88.45 crores and the Profit Before Tax for the year ended March 31, 2017 would have been higher by an equivalent amount.

Consequential effect of Scheme approved by the Hon''ble High Court of Gujarat Changes in Authorised Capital and in Clause V of the Memorandum of Association

Particulars	Transferee Company/ Amalgamated Company 2	Amalgamating Company 1	Transferor Company/ Amalgamated Company 1/ Amalgamating Company 2
Name of the company	Carbogen Amcis (India) Limited (“CAIL") (Now Dishman Carbogen Amcis Ltd.)	Dishman Care Limited (“DCL")	Dishman Pharmaceuticals and Chemicals Limited (“DPCL")
Capital before the scheme	Authorized Share Capital :-Rs, 1,00,00,000/- (Rupees One Crore only) divided into 50,00,000 equity shares of Rs, 2/- each.	Authorized Share Capital :-Rs, 5,00,000/- (Rupees Five Lacs only) divided into 2,50,000 equity shares of Rs, 2/- each.	Authorized Share Capital :-Rs, 33,00,00,000/- (Rupees Thirty Three Crores only) divided into 16,50,00,000 equity shares of Rs, 2/- each.
Cancellation of shares on account of cross holding	Upon amalgamation, 2,50,000 equity shares of CAIL held by DPCL have been deemed to be cancelled.	Upon amalgamation, 2,50,000 equity shares of DCL held by DPCL have been cancelled and extinguished without consideration
Capital after the scheme	Authorised Capital now stands increased to Rs, 34,05,00,000/- divided into 17,02,50,000 equity shares of Rs, 2/- each.

Accordingly, Clause V of the Memorandum of Association of the Company has been replaced as above, without any further act, instrument or deed, pursuant to Sections 13 and 62 of the 2013 Act and Section 394 of the 1956 Act and other applicable provisions of the 1956 Act and 2013 Act.

Change in Main object clause

Consequent the Scheme becoming effective, the Main Object Clause of erstwhile DPCL and DCL have been inserted after sub-clause 1 of Clause III A of the Main Object Clause of the Memorandum of Association of the Company.

Change in paid-up capital of the Company

Upon scheme became effective, 2,50,000 equity shares of the Company held by DPCL have been stand cancelled and extinguished without consideration. The Company is in process of fixing Record Date for allotment of 161394272 equity shares of the Company to the shareholders of DPCL in the ratio of 1:1 i.e. Share Exchange Ratio, fixed under the Scheme of merger and thereafter the new equity shares to be allotted to the DPCL''s shareholders will be listed on NSE and BSE after necessary approvals from SEBI and the stock exchanges.

Others

Scheme also provides that all the resolutions of the Amalgamating Companies, which are valid and subsisting on the Effective Date, shall under the provisions of Sections 391 to 394 of the 1956 Act and other provisions of the 1956 Act or the 2013 Act, as applicable, and all other provisions of applicable law, if any, without any further act, instrument or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand continue to be valid and subsisting and be considered as resolutions of the Amalgamated Company i.e. Dishman Carbogen Amcis Limited and if any such resolutions have any monetary limits approved under the provisions of the 1956 Act or the 2013 Act as applicable, or any other applicable statutory provisions, then the said limits shall be added to the limits, if any, under like resolutions passed by the Amalgamated Company and shall constitute the aggregate of the said limits in the Amalgamated Company.

Details of Scheme are available on the Company''s website link: http://www.dishmangroup.com/investor-relations.asp.

LISTING

The Company is in process of fixing Record Date for allotment of equity shares of the Company to the shareholders of DPCL in the ratio of 1:1 i.e. Share Exchange Ratio, fixed under the Scheme of merger and thereafter the new shares to be allotted to the DPCL''s shareholders will be listed on NSE and BSE after necessary approvals from SEBI and the stock exchanges.

Presently, the equity shares of the erstwhile DPCL are listed on the National Stock Exchange of India Ltd., Mumbai (NSE) and BSE Ltd., Mumbai (BSE) and the said shares are easily traded on both the stock Exchanges. However, after fixing the Record Date for allotment of equity shares of the Company to the shareholders of DPCL under the Scheme of merger, the trading will be suspended by both the Stock Exchanges due to procedural purpose till the new shares to be allotted to the DPCL''s shareholders get listed on both the Stock Exchanges.

Annual listing fees for the FY 2017-2018, as applicable, have been paid before due date to the concerned Stock Exchanges. FORMATION OF VARIOUS COMMITTEES:

The Board of Directors of the Company in its meeting held on 17^th March, 2017 constituted 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 of the Board:

- Audit Committee

- Stakeholder Relationship Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Management Committee

- Sexual Harassment Committee

During the year, the Board of the Company as well as DPCL has accepted all the recommendations made by various committees including Audit Committee. The details with respect to the compositions, powers, terms of reference etc. of relevant committees are given in details in the Corporate Governance Report which forms part of this Annual Report.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules,

2014 is annexed herewith as Annexure A to this Report.

ii) Board Meetings

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

During the FY 2016-17, the Board met Five (5) times i.e. on 28^th April, 2016, 15^th June, 2016, 28^th September, 2016, 17^th December, 2016 and 17^th March, 2017. Detailed information on the meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report.

iii) Related Party Transactions

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

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

During the year under review, the Company has made investments, Loan, guarantee in compliance of Section 186 of the Companies Act, 2013, the said details are given in the notes to the financial statements.

v) Material Changes and Commitments Affecting the Financial Position of the Company occurred after the end of Financial year

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

vi) Subsidiaries, Joint Ventures and Associate Companies

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

- On 13th July, 2016, a new wholly owned subsidiary company namely "Dishman Carbogen Amcis (Singapore) Pte. Ltd" has been incorporated in Singapore.

- On 30th September, 2016, erstwhile DPCL has sold 50% stake of Dishman Biotech Ltd. (DBL), a subsidiary of DPCL to Mr. Janmejay R. Vyas. Earlier, DPCL is holding 72.33% stake in DBL and after selling of 50% stake, DBL ceased to be a subsidiary of DPCL and became a Joint Venture with a stake of 22.33%.

- In March, 2017, erstwhile DPCL has sold remaining 22.33% stake of DBL to Mr. Janmejay R. Vyas, Mrs. Deohooti J. Vyas, Ms. Aditi J. Vyas, Ms. Mansi J. Vyas and Mr. Arpit J. Vyas at the price of Rs.30/- per share.

- In March, 2017, erstwhile DPCL has sold its whole stake of 40% aggregating to 4,000 equity shares of Bhadra Raj Holding Pvt. Ltd. ("BHPL"), Associate Company of DPCL to Mr. Janmejay R. Vyas and Mrs. Deohooti J. Vyas at a value of Rs.4,161.76 per share.

- On 10th March, 2017, one of the wholly owned subsidiary viz. Cohecie Fine Chemicals B. V. (formerly known as "Dishman Holland B.V.") was struck off/wound-up. Also, Bhardr-Raj Holdings Pvt. Ltd. and Dishman Biotech Ltd., has been discontinued to be an associate and joint venture Company due to sale of investment by erstwhile DPCL of the said Companies.

In view of the above, the total number of subsidiaries including step down subsidiaries as on 31 March, 2017 was Sixteen (16).

SALE OF INVESTMENT:

During the year, erstwhile DPCL has decided to sell its Investment made in its following Associate and group companies to the promoter directors of the Company as part of restructuring process and to consolidate its investment made in entities without any material activities or loss making entities, details of the same are as under:

- During the year, erstwhile DPCL has sold its whole stake of 0.01% being 130 shares (face value of '' 10 each) of B.R. Laboratories Ltd. to Mr. Janmejay R. Vyas, Mrs. Deohooti J. Vyas, Ms. Aditi J. Vyas, Ms. Mansi J. Vyas and Mr. Arpit J. Vyas at a value of Rs.7.22 per share.

- During the year, erstwhile DPCL has sold its whole stake of 1% being 50,000 shares (face value of '' 10 each) of Dishman Infrastructure Ltd., to Mr. Janmejay R. Vyas at a value of Rs.91.87 per share.

- During the year, erstwhile DPCL has sold its whole stake 40% aggregating to 4,000 equity shares (face value of '' 10 each) of Bhadra Raj Holding Pvt. Ltd. ("BHPL") to Mr. Janmejay R. Vyas and Mrs. Deohooti J. Vyas at a value of Rs.4,161.76 per share.

- During the year, erstwhile DPCL has sold its whole stake of 72.33% being 10,84,980 equity shares (face value of '' 10 each) of Dishman Biotech Ltd., to Mr. Janmejay R. Vyas, Mrs. Deohooti J. Vyas, Ms. Aditi J. Vyas, Ms. Mansi J. Vyas and Mr. Arpit J. Vyas at the price of Rs.30/- per share.

Transfer of equity stake of Carbogen Amcis (Shanghai) Co. Limited ("CASCL") from erstwhile DPCL India to Dishman Carbogen Amcis (Singapore) Pte. Ltd., Singapore (DCASPL) :

Dishman Carbogen Amcis (Singapore) Pte. Ltd. is a wholly owned subsidiary of the Company, incorporated in Singapore. The erstwhile DPCL holding 100% shares in CASCL.

During the year under review, as a part of global restructuring process, erstwhile DPCL has decided to transfer its 100% investment held in CARBOGEN AMCIS (Shanghai) Co. Ltd., China to its another wholly owned subsidiary company namely Dishman Carbogen Amcis (Singapore) Pte. Ltd., by way of a share swap arrangement for a consideration of RMB 189.51 million.

Further, the DCASPL intends to transfer the shares of CASCL to Company''s wholly owned subsidiary CARBOGEN AMCIS Holding AG. Switzerland, by way of share swap. This will help the company in realigning the operations globally and ensure a more leaner and logical business structure.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 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 Sunday and 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.

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

GENERAL DISCLOSURE

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

During the year 2016-2017, the Company has not issue any of Equity Shares with differential rights as to dividend, voting or otherwise.

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

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

iii) Whether the Managing Director or the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries :

Managing Director and Whole time Director of the Company has not received any remuneration and commission from any Indian subsidiaries during the year under review.

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

On 16^th December, 2016 the Hon''ble High Court of Gujarat has passed order approving the Scheme of Arrangement & Amalgamation. Accordingly, DPCL has been merged into CAIL. Subsequently, in terms of the said Scheme, the name of Transferee Company i.e. Carbogen Amcis (India) Ltd. has been changed to "Dishman Carbogen Amcis Ltd." w.e.f. 27th March, 2017.

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

DIRECTORS & KMPs Retire by Rotation

Mr. Arpit J. Vyas, Managing Director & CFO of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

Appointment

Pursuant to the Scheme of Arrangement & Amalgamation, the Directors of erstwhile DPCL shall be appointed as Directors of the Company. Accordingly, the Board of Directors of the Company at its meeting held on 17 th March, 2017, change the designation of existing Directors namely Mr. Janmejay R. Vyas as Chairman & Managing Director; Mr. Arpit J. Vyas as Managing Director & CFO and Mr. Sanjay S. Majmudar as an Independent Director as per Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Board also appointed Mrs. Deohooti J. Vyas as a whole-time director, Mr. Rajendra S. Shah, Mr. Ashok C. Gandhi, Mr. Subir Kumar Das as an Independent Directors and Mr. Mark C. Griffiths as Non-Executive Non Independent Director of the Company with their existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL.

Statement of Declaration by Independent Directors

The Independent Directors have submitted the Declaration of their Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub section (6).

Key Managerial Personnel

Upon Scheme became effective, Ms. Shrima Dave, Company Secretary and Mr. Arpit J. Vyas, CFO of erstwhile DPCL have been appointed as Company Secretary and CFO of the Company, respectively w.e.f. 17^th March, 2017.

Board Evaluation & Criteria

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its committees. The Board of erstwhile DPCL 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. The Board of Directors expressed their satisfaction with the evaluation process.

Board diversity

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

Policy on Director''s appointment and remuneration

The Company''s Policy on Directors'' appointment and remuneration of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is available on the website of the Company.

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

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure C

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, forms part of this report as Annexure D.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

The independent Directors are provided with necessary documents, brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Company undertook various steps to make the Independent Directors have full understanding about the Company. The details of such familiarization programmes have been disclosed on the Company''s website at www.dishmangroup.com.

INDEPENDENT DIRECTORS'' MEETING

A Separate meeting of Independent Directors of erstwhile DPCL held on 13^th February, 2017 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 nonexecutive directors;

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

The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- that in the preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- that 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;

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

INSURANCE

Assets of your Company are adequately insured against various perils. On 7^th March, 2017 a fire took place at one of the units (Unit No.7) of Company''s Bavla facility. The Company does not see any major financial impact due to the said incident and Company has adequate insurance for assets damage and also for loss of profit.

RISK MANAGEMENT POLICY

As per Regulation 17(9) of SEBI (LODR), 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.

VIGIL MECHANISM

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

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

As per the provisions of the Act, M/s. V. D. Shukla & Co., Chartered Accountants, Ahmadabad, (Firm Registration No. 110240W) and M/s. Haribhakti & Co., LLP, Chartered Accountants, Mumbai, (Firm Registration No. 103523W) are proposed to be reappointed as Joint Statutory Auditors of the Company provided that their appointment shall be from the conclusion of this 10^th Annual General Meeting till the conclusion of 14th Annual General Meeting for the Financial Years 2017-18 to 2020-21, subject to ratification of the appointment by the members at every AGM held after the ensuing 10^th Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from M/s. V. D. Shukla & Co., Chartered Accountants, Ahmadabad, (Firm Registration No. 110240W) and M/s. Haribhakti & Co., LLP, Chartered Accountants, Mumbai, (Firm Registration No. 103523W) for appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under.

The Audit Committee and Board of Directors recommend the re-appointment of statutory auditors as mentioned in item no.4 of the accompanying notice of ensuing Annual General Meeting.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditor'' Report does not contain any qualification or reservation.

Internal Auditors

M/s. Shah & Shah Associates, (Firm Registration No. 113742W) Chartered Accountants, Ahmadabad has been internal auditor of the Company. 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 Auditor''s reports and their findings on the internal audit, has been reviewed by the Audit Committee on a quarterly basis. The scope of internal audit is also reviewed and approved by the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. Ashok P. Pathak, Practicing Company Secretary (Membership No. ACS: 9939; CP No: 2662), as Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended in the Annexure E 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.

Cost Audit

Central Government has notified rules for Cost Audit and as per new 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 2017-18 is not applicable to the Company.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION ANALYSIS REPORT

The erstwhile DPCL has been merged into the Company w.e.f. 17th March, 2017 vide order of Hon''ble High Court of Gujarat dated 16th December, 2016. Hence, before merger being an unlisted Company, requirements of Corporate Governance as per SEBI (LODR) Regulation, 2015 ("Regulation") is not applicable to the Company. Corporate Governance Report as well as "Management Discussion and Analysis" as per Regulation 34 of SEBI (LODR) Regulations, 2015 is given as a separate section in context of Company''s present status and Compliance made by erstwhile DPCL under the said Regulation.

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 of the SEBI (LODR) Regulations,

2015, the Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed compliance thereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

CORPORATE SOCIAL RESPONSIBILITY

As per provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, every Company is required to spend at least 2% of its average net profits for the last three years, on CSR activities each year pursuant to Corporate Social Responsibility Policy. Before effective date of merger, the Company does not fall within purview of Section 135(1) of the Companies Act, 2013.

However, as per provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, erstwhile Dishman Pharmaceuticals and Chemicals Ltd. (DPCL), has to spend at least 2% of its average net profits for the last three years, on CSR activities each year pursuant to its Corporate Social Responsibility Policy.

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee and contents of CSR policy is provided in the Corporate Governance Report. The details of CSR activities carried out by the erstwhile DPCL are appended in the Annexure G to the Director''s Report. The CSR Policy is available on the website of the Company.

POLICY FOR BUSINESS RESPONSIBILITY

In pursuance of Regulation 34 of SEBI Listing Regulations, top 500 companies based on market capitalization (calculated as on March 31 of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspectives. The erstwhile DPCL falls under the said category and a separate report on Business Responsibility is annexed herewith as Annexure H. However, being an unlisted Company, the said regulation does not applicable to the Company.

ACKNOWLEDGEMENT

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

By Order of the Board of Directors

Janmejay R. Vyas

Date : 16^th May, 2017 Chairman & Managing Director

Place : Ahmedabad DIN - 00004730