Your Directors hereby present the 14^th Board's Report on the Business and Operations of the
Company together with the Audited Financial Statements along with the Auditor's Report for
the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025
is summarized as below:

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 12,492.99 Lakhs compared to the total
revenue of Rs. 16,434.11 Lakhs of previous Financial Year. The Company has incurred Profit
before tax for the Financial Year 2024-25 of Rs. 142.00 Lakhs as compared to Profit before
tax of Rs. 141.93 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year
2024-25 is Rs. 97.41 Lakhs as against Net Profit after tax of Rs. 108.53 Lakhs of previous
Financial Year. The Directors are continuously looking for the new avenues for future growth
of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3] read with Section134(3)(a) of the Act, the Annual Return as on
March 31, 2025 is available on the Company's website at www.dipnapharmachem.com

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorised Equity share capital of the Company as on 31^st March, 2025 is Rs.
25,00,00,000/- (Rupees Twenty-Five Crores Only] divided into 25,00,00,00 (Two Crore
and Fifty Lakhs] Equity Shares of Rs. 10/- (Rupees Ten Only] each.

B. PAID-UP SHARE CAPITAL:

The paid-up Equity share capital of the Company as on 31^st March, 2025 is Rs.
24,04,52,500/- (Rupees Twenty Four Crores Four Lakhs Fifty Two Thousand and Five
Hundred Only] divided into 2,40,45,250 (Two Crores Forty Lakhs Forty Five Thousand
and Two Hundred Fifty ] equity shares of Rs. 10/- (Rupees Ten Only].

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do
not recommend any dividend for the Financial Year 2024-25 (Previous year - Nil].

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education
and Protection Fund (“IEPF”]. During the year under review, there was no unpaid or
unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from
the date of transfer of such unpaid dividend to the said account. Therefore, there were no
funds which were required to be transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to
profit and loss account of the Company under Reserves and Surplus.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF
THE REPORT:

There have been no material changes and commitments, which affect the financial position of
the Company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company's policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 10 (Ten] viz. 2^nd May, 2024, 6^th
May 2024, 12^th June 2024, 29^th July 2024, 18^th September 2024, 11^th October 2024, 11^th
December 2024, 6^th February 2025, 24^th February 2025 and 12^th March 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5] of the Companies
Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the
applicable accounting standards read with requirements set out under Schedule III to
the Act, have been followed and there is no material departure from the same;

b. The Directors had 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 financial year and of the profit
of the Company for the financial year ended on 31^st March, 2025.

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

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively and

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company
as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

14. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of
section 186 of the Companies Act, 2013 are provided in the financial statement.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

Pursuant to Section 134(3)(h) of the Act and Rule 8(2] of the Companies (Accounts] Rules,
2014, the details of contracts/arrangements entered with related parties in prescribed Form
AOC-2, is annexed herewith as Annexure I to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and
Schedule V of the SEBI (Listing Obligation and Disclosure Requirements] Regulations, 2015
forms an integral part of this Report, and provides the Company's current working and future
outlook as per Annexure - II.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal
audit cell for its effectiveness. During the financial year, such controls were tested and no
reportable material weaknesses in the design or operations were observed. The Statutory
Auditors of the Company also test the effectiveness of Internal Financial Controls in
accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms
part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe
that these systems provide reasonable assurance that our internal financial controls are
designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

18. RESERVES & SURPLUS:

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

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 also
reviews the adequacy of the risk management frame work of the Company, the key risks
associated with the business and measures and steps in place to minimize the same.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given
under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts]
Rules, 2014, is not given as the Company has not taken any major step to conserve the energy
etc.

There were no foreign exchange earnings or outgo during the year under review.

21. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the
existing industry practice and is designed to create a high-performance culture. It enables the
Company to attract, retain and motivate employees to achieve results. The Company has
made adequate disclosures to the members on the remuneration paid to Directors from time
to time. The Company's Policy on director's appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a director and other
matters provided under Section 178 (3] of the Act is available on the website of the Company
at www.dipnapharmachem.com.

22. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture
during the period under review.

23. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI]. The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with
the same.

24. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported
to the Audit Committee under Section 143(12] of the Companies Act, 2013 any instances of
fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board's Report.

25. STATE OF COMPANY'S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual
Report. It contains a detailed write up and explanation about the performance of the
Company.

26. STATEMENT ON ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The
Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.];

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of the Nomination and Remuneration Committee had one-on-one meetings with
each Executive and Non-Executive, Non-Independent Directors. These meetings were
intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors,
the Board as a whole, and the Chairman of the Company was evaluated, taking into account
the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting
of Nomination and Remuneration Committee, the performance of the Board, its committees,
and individual directors was discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standards of
the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management
in sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of
its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various aspects
of the Board functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations, contribution at the meetings and
otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements] Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working of
the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a] For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b] For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company's Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given
for adherence to the policy. The objective of the policy is to conduct the business in
an honest, transparent and in an ethical manner. The policy provides for anti¬
bribery and avoidance of other corruption practices by the employees of the
Company.

28. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 during the financial year 2024-25.

29. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant
related party transactions which may have potential conflict with the interest of the Company
at large. Suitable disclosures as required are provided in AS-18 which is forming the part of
the notes to financial statement.

30. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

1. Mr. Nirav Soni has been appointed as Additional Non-Executive Director of the Company w.e.f. 11^th October, 2024.

2. Mr. Jitendra Parmar has resigned from the post of Independent Director of the Company w.e.f. 6^th November, 2024.

3. Mr. Parin Shirishkumar Bhavsar has been appointed as Additional Non-Executive Independent Director of the
Company w.e.f. 3^rd May, 2025.

4. Mr. Keyur Dipakkumar Shah has been appointed as Chief Financial Officer of the Company w.e.f. 3^rd May, 2025.

5. Mr. Keyur Parmar has resigned from the post of Chief Financial Officer of the Company w.e.f. 13^th November, 2024.

6. Ms. Madhuri Gurwani has resigned from the post of Company Secretary of the Company w.e.f. 31^st December, 2024.

Apart from the above changes, there were no other changes in the composition of the Board
of Directors of the Company during the Financial Year 2024-25 and till the date of Board's
Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

31. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Nandish Jani and Mr. Parin Bhavsar, Independent Directors of the Company have
confirmed to the Board that they meet the criteria of Independence as specified under Section
149 (6] of the Companies Act, 2013 and they qualify to be Independent Director. They have
also confirmed that they meet the requirements of Independent Director as mentioned under
Regulation 16 (1] (b) of SEBI (Listing Obligation and Disclosure Requirements] Regulations,
2015. The confirmations were noted by the Board.

32. CORPORATE GOVERNANCE:

Since the Company has listed it's securities in BSE SME Platform, therefore by virtue of
Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015 the
compliance with the corporate governance provisions as specified in regulations 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are
not applicable to the Company. Hence Corporate Governance does not form part of this
Board's Report.

33. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed
any deposits during the financial year. Hence, the Company has not defaulted in repayment
of deposits or payment of interest during the financial year.

34. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board
has carried the evaluation of its own performance, performance of Individual Directors,
Board Committees, including the Chairman of the Board on the basis of attendance,
contribution towards development of the Business and various other criteria as
recommended by the Nomination and Remuneration Committee of the Company. The
evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc. were carried out. The Directors expressed
their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non -
Executive Directors were evaluated in terms of their contribution towards the growth and
development of the Company. The achievements of the targeted goals and the achievements
of the expansion plans were too observed and evaluated, the outcome of which was
satisfactory for all the Directors of the Company.

35. AUDITORS:

A. Statutory Auditor:

M/s. Devadiya & Associates, Chartered Accountants, Ahmedabad, (Firm Registration
No. 123045W], were appointed as the Statutory Auditor of the Company.

The Auditors have also furnished a declaration confirming their independence as well
as their arm's length relationship with your Company as well as declaring that they
have not taken up any prohibited non-audit assignments for your Company. The Audit
Committee reviews the independence of the Auditors and the effectiveness of the Audit
Process.

The Auditor's report for the Financial Year ended 31^st March, 2025 has been issued
with an unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel]
Rules, 2014, has appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates,
Company Secretaries, as a Secretarial Auditor of the Company to conduct Secretarial
Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as
Annexure - III in Form MR-3.

The report of the Secretarial auditor has not made any adverse remark in their Audit
Report except: ¹

Reply:

The Board informs that the delay was unintentional and primarily due to the
unavailability of a suitable candidate. However, we have since taken corrective
measures, and a qualified Company Secretary will be appointed once suitable
candidate is selected.

The Company is fully committed to complying with all statutory and regulatory
requirements and has strengthened its internal monitoring mechanisms to
ensure such delays do not recur next time.

C. Internal Auditor:

The Board of directors has appointed M/s. B S Jain & Co., (FRN: 132174W], Chartered
Accountant, Ahmedabad, as the internal auditor of the Company. The Internal Auditor
conducts the internal audit of the functions and operations of the Company and reports
to the Audit Committee and Board from time to time.

36. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 2^nd May, 2024, 6^th May, 2024, 12^th June, 2024, 18^th September, 2024,
11^th December, 2024, 6^th February, 2025, 24^th February, 2025 and 12^th March, 2025. The
constitution of the Audit Committee is as follows:

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and
Remuneration committee, as tabulated below, was held on 29^th July, 2024 and 11^th
October, 2024. The constitution of the Nomination and Remuneration Committee is as
follows:

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders' Relationship
committee as tabulated below, was held on 29^th July, 2024. The constitution of the
Stakeholders Relationship Committee is as follows:

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment
to its employees. Your Directors further state that during the year under review there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal] Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed
thereunder during the year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

38. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.

39. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not
prescribed maintenance of cost records under section 148(1] of the Act in respect of activities
carried out by the Company.

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code 2016.

41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING
LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institutions.

42. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form.
The Company has established connectivity with both the Depositories i.e., National Securities
Depository Limited (“NSDL”] and Central Depository Services (India] Limited (“CDSL”] and
the Demat activation number allotted to the Company is ISIN: INE0MC401013. Presently all
the shares are held in electronic mode only.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of
the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

A/211, Siddhi Vinayak Complex, Dipna Pharmachem Limited

Near D.A.V. School, Makarba,

Ahmedabad, Gujarat, India,

380055

Sd/- Sd/-

Keyur Shah Dipna Shah

Place: Ahmedabad Managing Director Director

Date: 8^th August, 2025 DIN: 03167258 DIN: 02507462

1

As per the provisions of Section 203 of the Companies Act, 2013, read with
applicable rules, and Regulation 6 of SEBI ((Listing Obligations and Disclosure
Requirements) Regulations, 2015 every prescribed company is required to
appoint a Company Secretary (CS) as a Key Managerial Personnel (KMP)
within stipulated time period. During the year under audit, the position of CS
remained vacant for stipulated time period.