Your Directorsare pleasured to presentthe 44^th ANNUAL REPORT together with the Audited Financial
Statements for the Financial Year 2024-25 ended 31^st March, 2025.

1. FINANCIAL RESULTS :

(Rs. in Lakh)

There are no material changes and commitment affecting the financial position of the Company which have
occurred between 1^st April, 2025 and date of this report.

2. DIVIDEND:

The Board of Directors is pleased to recommend for your approval a final dividend of Rs. 1.50 per
equity share on the face value of Rs.10/- each for the year ended 31^st March, 2025 (previous year Rs.
2.50 per equity share). The total final dividend amounts to Rs. 208.15 Lakh. You are requested to
approve the same. The final dividend, if declared, shall be payable subject to deduction of tax at
source, as applicable.

3. OPERATIONS:

The revenue from operations i.e. transfusion solution in Bottles and Plastic Bottles stood at Rs.173.29
Crores during the financial year 2024-25 under review compared to Rs. 167.82 Crores of previous
year 2023-24. The Company's manufacturing license is valid till December 2027.

During the year under review, the domestic market was expanded with the acquisition of new customers,
especially in the premium “Euro head” segment. The Company also undertook efforts to enhance the
geographical reach by enhancing penetration of sales force and distributors. The Company is also
actively enhancing its product baskets in the Injectable space via 3^rd Party Manufacturing so that the
Company's existing distribution infrastructure can be utilized more optimally. The third party segment
is scaling up as expected and the Company is exploring other opportunities in this segment.

4. NEW PROJECTS:

The Company intends to pursue its growth plans and also increase its focus on cost cutting measures.
The Company aims to increase segmentation in its customer base by introducing innovative containers.
This will help the company access underserved markets while enabling better utilization of its existing
manufacturing and distribution networks.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of
Annual Listing Fees. The Company has paid Listing fees up to the year 2025-26.

6. SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31^st March, 2025 was Rs. 1387.67 Lakhs. As on 31^st
March, 2025, the Company has not issued shares with differential voting rights nor granted stock
options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

7. RESERVES:

Your Company does not propose to transfer any amount to general reserve.

8. DIRECTORS:

8.1 Mr. Dinesh B. Patel (DIN: 00171089) retires by rotation in terms of the Articles of Association of
the Company. However, being eligible offers herself for re-appointment.

8.2 Mr. Hemang Patel (DIN:00273995) and Mr. Dipak Patel (DIN: 02052080) are appointed as Non¬
Executive - Independent Directors of the Company for a term of five consecutive years w.e.f. 1^st
September, 2024.

8.3 Mr. Hemendrakumar Shah (DIN: 00077654) is appointed as Independent Director of the Company
for his 2^nd term of five consecutive years w.e.f. 24^th February, 2025.

8.4 The Company has received necessary declaration from each Independent Director of the Company
under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their
independence laid down in Section 149(6) of the Act.

8.5 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the
Companies (Appointment &Qualification of Directors) Amendment Rules, 2019 the Independent
Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs, Manesar ('IICA').

8.6 Brief profile of the Directors being appointed /re-appointed as required under Regulations 36(3)
of Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the
Notice for the forthcoming AGM of the Company.

8.7 The Board of Directors duly met 6 times during the financial year under review. The details of
Board Meeting convened and held, are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and circulars and regulations issued under SEBI (LODR) Regulations, 2015 as amended
from time to time.

8.8 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and individual Directors,
including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The
exercise was carried out through an evaluation process covering aspects such as composition of
the Board, experience, competencies, governance issues etc.

8.9 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

(ii) that 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 31^st March, 2025 being end of the financial year
2024-25 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.

(vi) 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.

8.10 With respect to the loans advanced by the Directors to the Company, the Company has received
necessary declarations from Directors that the said loan is not given out of funds acquired by them by
borrowing or accepting loans or deposits from others.

9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company's policies, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and the timely
preparation of reliable financial disclosures.

10. MANAGERIAI REMUNERATION:

The Board of Directors has framed a Remuneration Policy that assures the level and composition
of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key
Managerial Personnel and Senior Management to enhance the quality required to run the Company
successfully. All the Board Members and Senior Management personnel have affirmed time to
time implementation of the said Remuneration policy.

The Nomination and Remuneration Policyare available on the Company's website
www.denischemlab.com

11. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

12. PERSONNEL AND H. R. D.:

12.1 INDUSTRIAL RELATIONS

The industrial relations continued to remain cordial and peaceful and your Company continued
to give ever increasing importance to training at all levels and other aspects of H. R. D.

The number of Employees of the Company is 194. The relationship between average increase in
remuneration and Company's performance is as per the appropriate performance benchmarks
and reflects short and long term performance objectives appropriate to the working of the Company
and its goals.

12.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies
Appointment & Remuneration of Managerial personnel) Rules, 2014.

13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered
under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the
notes to the Financial Statements attached to the Directors' Report.

All transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm's length basis. During the year, the Company had not
entered into any transactions with related parties which could be considered as material in accordance
with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company's website at www.denischemlab.com

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of
Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption
forms part of this report and is given by way of Annexure- A.

15. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and
Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance
are appended to the Annual Report as Annexure - B.

16. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the
Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries,Ahmedabad.
The said Report is attached with this Report as Annexure - D. The remarks of Auditor are self¬
explanatory.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board of Directors has
recommended the appointment of M/s. Nishant Pandya & Associates, Practising Company Secretaries
(Firm Registration No. S2019GJ700100) as Secretarial Auditors of the Company for a period of 5
years i.e. for the Financial Years 2025-26 to 2029-30 for approval of shareholders/members of the
Company.

The Company has obtained consent from M/s. Nishant Pandya & Associates, Practising Company
Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5
years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions
of Section 204 of the Companies Act, 2013.

The Shareholders/members are requested to consider and approve the appointment of the Secretarial
Auditors of the Company.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the
provisions of Section 135 of the Companies Act, 2013 consisting of three Directors viz. Mr. Hemang
Patel (as Chairman), Ms. Anar H. Patel and Dr. Himanshu C. Patel, as members and has laid down a
Corporate Social Responsibility Policy (CSR Policy). The CSR Policy is available on the Company's
website at www.denischemlab.com.

Some of the core areas identified by the Committee are Education, Health, Environment, women
empowerment, Animal Welfare, Hungeretc. The Company spent Rs. 23.50 lakh towards CSR during
the financial year 2024-25.

As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual
Report on CSR Activities has been attached herewith as Annexure - E.

Further, the Board of Directors in their meeting held on 24^th July, 2024 has reconstituted the Corporate
Social Responsibility of the Company w.e.f. 1^st September, 2024 comprising of Mr. Hemang Patel@,
Ms. Anar Patel & Mr. Himanshu Patelas members.

@Appointed as Independent Director of Company w.e.f. 1^st September, 2024.

18. ANNUAL RETURN:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the website of the Company
and can be accessed at www.denischemlab.com.

19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS'
RELATIONSHIP COMMITTEE:

The details of various committees as on the date of this report and their functions are part of Corporate
Governance Report.

Further, the Board of Directors in their meeting held on 24^th July, 2024 has:

- Reconstituted the Audit Committee of the Company w.e.f. 1^st September, 2024 comprising of Mr.
Hemang Patel@, Mr. Dipak Patel@ & Mr. Dinesh Patel as members.

- Reconstituted the Nomination & Remuneration Committee of the Company w.e.f. 1^st September,
2024 comprising of Mr. Hemang Patel@, Mr. Dipak Patel@ & Ms. Anar Patel as members.

- Reconstituted the Stakeholders Relationship Committee of the Company w.e.f. 1^st September,
2024 comprising of Ms. Anar Patel, Mr. Dipak Patel@ & Mr. Himanshu Patel as members.

@Appointed as Independent Director of Company w.e.f 1^st September, 2024.

20. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and
approved Insider TradingPolicy for the Company i.e. 'Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information'and 'Code of Conduct for Regulating Monitoring
and Reporting of Trading by Designated Persons/Insiders'. The Policy is available on the company's
website.

21. AUDITORS:

STATUTORY AUDITORS:

At the 41^slAnnual General Meeting held on 28^th September, 2022, M/s. Shah & Shah Associates,
Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company to hold
office for theperiod of 5 years i.e. for the financial years 2022-23 to 2026-27.

The remarks of Auditors are self-explanatory and have been explained in Notes on Accounts.

COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time,
the Company has been carrying out audit of cost records every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Kiran J.
Mehta & Co., Cost Accountants, (Firm Registration Number 000025) as Cost Auditor to audit the cost
accounts of theCompany for the financial year 2024-25.

As required under the Companies Act, 2013, a resolution seeking Shareholders' approval for the
remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General
Meeting for their ratification.

22. GENERAL:

22.1. INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and
stocks wherever necessary and to the extent required have been adequately insured against
the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

22.2 FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of
Section 73 of the Companies Act,2013 and the Companies (Acceptance of Deposits) Rules,
2014.

22.3 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / Joint Venture Company.

22.4 RISK MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit
Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by
assessing the threats and opportunities that will impact the objectives set for the Company as
a whole. The Policy is designed to provide the categorization of risk into threat and its cause,
impact, treatment and control measures. As part of the Risk Management policy, the relevant
parameters for protection of environment, safety of operations and health of people at work and
monitored regularly with reference to statutory regulations and guidelines defined by the
Company.

22.5 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors
and Senior Management. All the Board Members and Senior Management personnel have
affirmed compliance with the code of conduct.

22.6 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals,
impacting the going concern status of the Company and its future operations.

22.7 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations.
The Company's policy requires conduct of operations in such a manner, so as to ensure safety
of all concerned, compliances of environmental regulations and preservation of natural
resources.

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

The Company has in place an Anti-Sexual Harassment Policy, in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the year under review, the Company did not receive any complaint.

22.9 GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India for
covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has
been created with Life Insurance Corporation of India.

22.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

22.11 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India,which are mandatorily applicable to the Company.

22.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of one-time settlement with any Bank or Financial Institution.

23. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

24. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards
referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are
consistently applied are set out in the Notes to the Financial Statements.

25. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL
and CDSL. The ISIN No. allotted is INE051G01012.

26. FINANCE:

26.1 The Company's Income-tax Assessment has been completed up to the Assessment Year
2023-24 and Sales tax / GST Assessment is completed up to the Financial Year 2021-22.

26.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan from Axis
Bank Limited and Bank of India. The Company is generally regular in payment of interest and
principal.

27. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of
paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the
Company or impose any restriction or create any liability upon the Company.

28. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their
constant support and co operation.Your Directors also place on record their grateful appreciation and
co operation received from Bankers, Financial Institutions, Government Agencies and employees of
the Company.

For and on behalf of the Board of Denis Chem Lab Limited
[CIN: L24230GJ1980PLC003843]

Place : Ahmedabad Dinesh B. Patel

Date : 26^th July, 2025 Chairman

DIN-00171089