Your directors have pleasure in presenting the 12th (Twelfth) Annual Report on the Business and Operations of the Company along with its Audited Standalone and Consolidated Financial Statements for the Financial Year (FY) ended 31st March, 2026.
FINANCIAL RESULTS
The financial performance of the company for the Financial Year ended 31st March, 2026 is summarised below:
|
Particulars
|
Standalone
|
Consolidated
|
| |
Financial Year 2025-26
|
Financial Year 2024-25
|
Financial Year 2025-26
|
Financial Year 2024-25
|
|
Revenue from Operations
|
11,379.65
|
9,510.44
|
11,379.65
|
9,510.44
|
|
Other Income
|
83.90
|
21.50
|
83.49
|
21.50
|
|
Total Income
|
11,463.55
|
9,531.94
|
11,463.14
|
9,531.94
|
|
Expenses other than finance cost, depreciation & tax
|
10,374.75
|
8,762.56
|
10,374.90
|
8,762.56
|
|
Earning before finance cost, depreciation and tax
|
1,088.80
|
769.38
|
1,088.23
|
769.27
|
|
Finance costs
|
172.16
|
128.97
|
172.16
|
128.97
|
|
Depreciation & Amortisation expenses
|
191.24
|
182.73
|
191.24
|
182.73
|
|
Earning before exceptional items and tax
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725.40
|
457.68
|
724.83
|
457.57
|
|
Exceptional items
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-
|
-
|
-
|
-
|
|
Earning before tax
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725.40
|
457.68
|
724.83
|
457.57
|
|
Tax expense
|
178.37
|
109.32
|
178.37
|
109.32
|
|
Profit after Tax
|
547.03
|
348.36
|
546.46
|
348.25
|
|
Other Comprehensive Income/(Loss) for the period
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(0.14)
|
2.18
|
(0.14)
|
2.18
|
|
Total Comprehensive Income
|
546.89
|
350.54
|
546.32
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350.43
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Note: Pursuant to the requirements of Ind AS 110 - Consolidated Financial Statements, the Company has prepared and presented consolidated financial statements for the year ended March 31, 2026. The consolidated financial statements include the financial results of the Holding Company and its wholly owned subsidiary, DCGL Industries Limited. Comparative consolidated financial information for the year ended March 31, 2025 has been presented in accordance with the requirements of Ind AS 1 and Schedule III of the Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the Financial Year 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ('the Act'), Indian Accounting Standards ('Ind AS') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['SEBI (LODR) Regulations'] as provided in the annual report herewith.
RESERVES
As permitted under the provisions of the Companies Act, 2013 ('the Act'), the Board of Directors has decided to retain the profits for Financial Year 2025-26 in the retained earnings.
DIVIDEND
In order to conserve resources and support future growth initiatives, your Board of Directors has not recommended any dividend for the Financial Year 2025-26.
FINANCIAL PERFORMANCE & PROFITABILITY
Dharmaj delivered a strong financial performance in FY26 on both a standalone and consolidated basis, despite an operating environment marked by uneven seasonal demand, pricing pressure in technical products during the first half of the year, and geopolitical uncertainty affecting global supply chains.
The Company recorded its highest-ever Standalone Revenue from Operations at ' 11,379.65 million, a growth of 19.65% over ' 9,510.44 million in FY25. Growth was broad-based across the diversified business portfolio, driven by the Domestic Institutional business, continued recovery in Export Institutional sales, and rising contribution from the Active Ingredients business as the Saykha facility continued its operational ramp-up. Branded formulations saw modest growth on account of irregular rainfall distribution and softer rabi demand, though the diversified model helped balance this volatility.
Profitability improved on the back of a better product mix, higher capacity utilisation at the Technicals facility, increasing backward integration, improved operating leverage, and a
larger contribution from higher-margin businesses. EBITDA stood at ' 1,088.80 million on a standalone basis and ' 1,088.23 million on a consolidated basis, against ' 769.38 million and ' 769.27 million respectively in FY25. Gross margins improved to 23%, reflecting the Company's ability to manage raw material volatility through operational efficiencies and strategic sourcing.
Standalone Finance costs rose to ' 172.16 million from ' 128.97 million, while depreciation and amortisation increased marginally to ' 191.24 million from ' 182.73 million, reflecting continued investment in manufacturing infrastructure and capacity enhancement.
Profit Before Tax rose to ' 725.40 million (standalone) and ' 724.83 million (consolidated), from ' 457.68 million and ' 457.57 million respectively in FY25. After tax expense of ' 178.37 million, Profit After Tax stood at ' 547.03 million (standalone) and ' 546.46 million (consolidated), against ' 348.36 million and ' 348.25 million in FY25, a growth of approximately 57.03%.
The performance reflects a resilient business model and the Company's continued focus on sustainable long-term value creation.
FUTURE OUTLOOK
Looking ahead to Financial Year 2026-27, Dharmaj remains optimistic about its growth prospects supported by favourable industry fundamentals, expanding market opportunities, and strengthening customer relationships.
The Company continues to focus on expanding its product portfolio, strengthening its distribution network, and increasing penetration across key agricultural markets. The Saykha manufacturing facility is expected to contribute meaningfully through improved capacity utilization and operating efficiencies, while the Active Ingredients business is anticipated to emerge as a significant growth driver over the medium term.
With a diversified product portfolio, strong manufacturing capabilities, expanding customer base, and continued focus on innovation and operational excellence, Dharmaj is well positioned to capitalize on emerging opportunities in the agrochemical sector and deliver sustainable growth for all stakeholders.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES
As on March 31, 2026, the Company has one wholly owned subsidiary, DCGL Industries Limited. There has been no change in the nature of the subsidiary's business during the year under review.
The financial statements, including the consolidated financial statements and related information of the Company and the financial statements of its wholly owned subsidiary, are available on the Company's website at dharmajcrop.com/investor/subsidary-company-financial- and-details/.
The Company does not have any material subsidiary in terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy for Determining Material Subsidiaries is available on the Company's website at dharmajcrop.com/investor/key- policies/.
Further, the details of the subsidiary company, associate companies and joint ventures as defined under Sections 2(87) and 2(6) of the Companies Act, 2013 are as under:
• Subsidiary:
The report on the performance and financial position of the wholly owned subsidiary and the salient features of its financial statements in the prescribed Form AOC-1 forms part of this Annual Report as Annexure A.
• Associate:
The Company does not have any associate company as on March 31, 2026.
• Joint Venture:
The Company does not have any joint venture company as on March 31, 2026.
CHANGE IN NATURE OF BUSINESS
Your Company continues to operate in the agrochemical sector and there was no change in the nature of business of the Company during the financial year ended March 31, 2026.
The Company remains engaged in the manufacturing, marketing and distribution of agrochemical products, including crop protection solutions and related agricultural inputs. The continuity of the Company's business operations reflects its commitment to strengthening its market position, enhancing operational efficiencies and delivering quality products to farmers and other stakeholders.
The Company continues to sustainable growth and long¬ term value creation while maintaining its core business focus.
CREDIT RATING
CARE Ratings Limited has assigned the Company's credit ratings for its bank facilities as CARE A- (Stable) for long¬ term bank facilities and CARE A2 for short-term bank facilities, vide its rating letter dated February 18, 2026.
The assigned ratings reflect the Company's established position in the agrochemical industry, extensive experience of its promoters, diversified product portfolio and reputed customer base. The ratings also recognize the Company's growing scale of operations, comfortable financial risk profile and adequate liquidity position, supported by prudent financial management practices and strong operational capabilities.
The Company remains committed to strengthening its operational and financial performance through sustainable growth initiatives, efficient capital management and continued focus on maintaining a strong financial profile.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
Except as disclosed elsewhere in this Annual Report, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year ended March 31, 2026 and the date of this Directors' Report.
No event has occurred after the balance sheet date that would have a material impact on the financial position, operations or future prospects of the Company requiring disclosure under the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards.
SHARE CAPITAL
During the year under review, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company.
The Company had obtained shareholders' approval through Postal Ballot on December 05, 2023 for implementation of the Dharmaj Crop Guard Limited Employee Stock Option Plan ("ESOP Plan") for grant of up to 3,00,000 Employee Stock Options. During the Financial Year 2025-26, no stock options were granted, vested or exercised under the said scheme.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, there was no amount required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013.
DIRECTORS & KEY MANAGERIAL PERSONNEL COMPOSITION
As on the date of this Report, the Board of Directors comprises Seven (7) Directors with an optimum combination of Executive, Non-Executive and Independent Directors. Detailed information regarding the composition of the Board is provided in the Corporate Governance Report forming part of this Annual Report.
During the Financial Year 2025-26, the following changes took place in the composition of the Board:
• Mr. Bhaveshkumar Ponkiya (DIN: 09378123), Independent Director, resigned from the Board with effect from August 13, 2025 due to professional commitments.
• Mr. Umesh Menon (DIN: 00086971) and Mr. Bhupatray Khunt (DIN: 00028526), who were appointed as Additional Directors (Independent Category) with effect from August 14, 2025, were subsequently appointed as Independent Directors of the Company at the last Annual General Meeting
• Subsequent to the end of the financial year and up to the date of dispatch of this Notice, the following changes took place:
Mrs. Amisha Shah Independent Director, tendered her resignation due to professional commitments, effective from August 07,2026.
Mrs. Megha Joshi is appointed as Additional Director (Independent Category) with effect from August 08,2026.
She being eligible, the proposal for her appointment as Independent Director is being placed before the members for approval as mentioned in the attached Notice.
DIRECTORS LIABLE TO RETIRE BY ROTATION
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rameshbhai R. Talavia (DIN: 01619743), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The Board recommends his re-appointment for approval of the Members.
DECLARATIONS & DISCLOSURES
Based on the written representations received from all the Directors and taken on record by the Board, none of the Directors is disqualified as on March 31, 2026 from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they are not aware of any circumstances or situations which exist or may reasonably be anticipated that could impair or impact their ability to discharge their duties with objective and independent judgment and without any external influence.
The Board is of the opinion that all Independent Directors possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities. The Company has also received confirmation that the Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and have registered their names in the Independent Directors' Databank, wherever applicable.
BOARD MEETINGS
During the financial year under review, 5 (Five) meetings of
the Board of Directors were held on May 30, 2025, August 13, 2025, September 27, 2025, November 13, 2025 and February 10, 2026.
The details of attendance of Directors at the Board Meetings are provided in the Corporate Governance Report forming part of this Annual Report. The gap between any two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013, the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
REMUNERATION
The remuneration paid to the Directors of the Company is in accordance with the provisions of the Companies Act, 2013 and the applicable rules made thereunder. The details of remuneration, sitting fees and other benefits paid to the Directors are disclosed in the Financial Statements and the Corporate Governance Report forming part of this Annual Report.
The Company follows a remuneration policy that is fair, transparent and linked to performance, industry benchmarks and responsibilities entrusted to the Directors. Non-Executive Directors are paid sitting fees for attending meetings of the Board and its Committees, while remuneration payable to Executive Directors is approved by the Board and shareholders, wherever required.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, Schedule IV thereto and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, that of its committees, individual Directors and Key Managerial Personnel.
The evaluation was carried out based on various parameters including composition of the Board, effectiveness of Board processes, participation in meetings, strategic guidance, governance practices and contribution of individual Directors. The performance of the Non-Independent Directors, the Chairman and the Board as a whole was also evaluated by the Independent Directors at their separate meeting. The Directors expressed satisfaction with the evaluation process and its outcomes.
The Nomination and Remuneration Policy of the Company is available on the Company's website and forms part of the Corporate Governance framework.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors are periodically familiarized with the Company's business operations, industry developments, regulatory changes, risk management practices and strategic initiatives through presentations and interactions with the senior management team.
The details of the Familiarisation Programme imparted to Independent Directors are available on the Company's website.
REMUNERATION RECEIVED BY MANAGING/ WHOLE-TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY
None of the Directors of the Company received any remuneration or commission from its wholly owned subsidiary during the Financial Year 2025-26.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:
? in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;
? they have selected appropriate 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 as at March 31, 2026 and of the profit of the Company for the year ended on that date;
? they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
? they have prepared the annual accounts on a going concern basis;
? they have laid down internal financial controls to be followed by the Company and such controls are adequate and operating effectively; and
? they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of internal financial controls commensurate with the size, scale and complexity of its operations. The internal control framework is designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of frauds and errors, and compliance with applicable laws and regulations.
The Company continuously reviews and strengthens its internal control systems and processes to improve operational efficiency and governance standards.
FRAUD REPORTING
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor reported any instance of fraud under Section 143(12) of the Companies Act, 2013.
PUBLIC DEPOSITS
The Company has not accepted or renewed any deposits from the public within the meaning of Sections 73 and 74 of the Companies Act, 2013 and the rules made thereunder during the Financial Year 2025-26.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are disclosed in the notes forming part of the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all Related Party Transactions entered into during the Financial Year 2025-26 were in the ordinary course of business and on an arm's length basis. Accordingly, there were no contracts or arrangements requiring disclosure in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013. The prescribed Form AOC-2 containing the requisite disclosure is annexed to this Report as Annexure B. There were no material related party transactions with Promoters, Directors, Key Managerial Personnel or their relatives that may have had a potential conflict with the interests of the Company.
The details of related parties and transactions as required under the applicable Indian Accounting Standards are disclosed in the Notes to the Financial Statements for the year ended March 31, 2026.
All Related Party Transactions were placed before the Audit Committee and the Board of Directors for approval. The Company has framed a Policy on Related Party Transactions for identification, approval and monitoring of such transactions. The Policy is available on the Company's website.
AUDITORS Statutory Auditors
M/s. MSKA & Associates LLP (Formerly known as MSKA & Associates), Chartered Accountants (ICAI Firm Registration No. 105047W / W101187), were appointed as the Statutory Auditors of the Company at the 9th Annual General Meeting for a term of five consecutive years and shall hold office till the conclusion of the 14th Annual General Meeting of the Company.
Qualification, Reservation or Adverse Remark
The Statutory Auditors' Report on the Consolidated and Standalone Financial Statements for the Financial Year ended March 31, 2026 forms part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.
Maintenance of Cost Records and Cost Auditors
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, the Company is required to maintain cost records and accordingly such accounts and records are maintained in the prescribed manner.
Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 000338), as Cost Auditors of the Company for conducting the audit of cost records for the Financial Year 2026-27.
A Resolution seeking ratification of remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the applicable rules made thereunder, M/s. Parikh Dave & Associates, Practicing Company Secretaries, were appointed by the Members of the Company at the 11th Annual General Meeting as Secretarial Auditors of the Company for a term of five consecutive financial years commencing from Financial Year 2025-26 to Financial Year 2029-30.
The Secretarial Audit Report and the Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026, issued by M/s. Parikh Dave & Associates, are annexed to this Report as Annexure C.
The Reports do not contain any qualification, reservation, adverse remark or disclaimer.
Internal Auditor
M/s. Mukesh M. Shah & Associates, Chartered Accountants, acted as the Internal Auditors of the Company during the Financial Year 2025-26 and conducted internal audits covering operational, financial and compliance functions of the Company.
Upon completion of their tenure, the Board of Directors, at its meeting held on May 27, 2026, appointed M/s. Manubhai & Shah LLP, Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2026-27.
The Board places on record its sincere appreciation for the valuable services rendered by M/s. Mukesh M. Shah & Associates during their tenure as Internal Auditors of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely Secretarial Standard-1 on Meetings of the Board of Directors and Secretarial Standard-2 on General Meetings.
The Board confirms that the Company has duly complied with the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards issued by ICSI.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to the Company.
In line with its commitment towards social development, the Company undertakes its CSR activities through Dharmaj Foundation and other eligible implementing agencies in accordance with its CSR Policy and the applicable provisions of the Companies Act, 2013.
The Company's CSR Policy and the Annual Report on CSR Activities for the Financial Year ended March 31, 2026, in compliance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are annexed to this Report as Annexure D.
COMMITTEES Audit Committee
The Company has constituted an Audit Committee in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of SEBI (LODR) Regulations, 2015. Details of the Committee are provided in the Corporate Governance Report forming part of this Annual Report.
Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee in accordance with Section 178 of the Companies Act, 2013 and the applicable provisions of SEBI (LODR) Regulations, 2015.
The Nomination and Remuneration Policy of the Company is annexed to this Report as Annexure E.
RISK MANAGEMENT POLICY
The Company has established a risk management framework for identifying, evaluating, monitoring and mitigating various business risks. The Risk Management Policy enables the Company to proactively manage uncertainties and safeguard stakeholder interests.
The Board and Audit Committee periodically reviews the key risks and mitigation measures adopted by the Company. In the opinion of the Board, there are no risks that may threaten the existence of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is provided in Annexure F forming part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Annual Report.
CORPORATE GOVERNANCE
Your Company is committed to maintaining the highest standards of Corporate Governance and has complied with the requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A separate Report on Corporate Governance together with the Certificate issued by M/s. Parikh Dave & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance, forms part of this Annual Report as Annexure I.
STATUS OF LISTING FEES
The Annual Listing Fees for the Financial Year 2026-27 have been duly paid to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS
During the year under review, no significant or material orders were passed by any regulator, court or tribunal which could impact the going concern status of the Company or its future operations.
WEB LINK OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2026 is available on the Company's website athttps://www.dharmajcrop.com/investor/ annual-return-of-the-company/.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing a safe, secure and inclusive work environment for all employees and has zero tolerance towards any form of sexual harassment at the workplace.
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has constituted an Internal Complaints Committee ("ICC") and adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.
SUMMARY OF SEXUAL HARASSMENT COMPLAINTS
The details of complaints received and disposed of during the Financial Year 2025-26 under the POSH Act are as under:
• Number of complaints received during the year: NIL
• Number of complaints disposed of during the year: NIL
• Number of complaints pending as on March 31, 2026: NIL
The Company continues to conduct awareness initiatives and training programs to promote a respectful and harassment-free workplace.
DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961
The Company complies with all applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. Eligible employees are provided maternity benefits and related facilities in accordance with the applicable laws.
PARTICULARS OF EMPLOYEES
The disclosures relating to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure G forming part of this Report.
The statement containing particulars of employees pursuant to Rule 5(2) and Rule 5(3) of the said Rules is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. In accordance with Section 136 of the Companies Act, 2013, the Annual Report is being sent to Members excluding the aforesaid information. Any Member interested in obtaining a copy may write to the Company Secretary at the Registered Office of the Company.
VIGIL MECHANISM
The Company has established a Vigil Mechanism and Whistle Blower Policy in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 for Directors and employees to report genuine concerns. Details of the Vigil Mechanism are provided in the Corporate Governance Report forming part of this Annual Report.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
The Company firmly believes that its employees are its most valuable asset and key contributors to its success. Industrial relations remained cordial and harmonious throughout the year.
The Board places on record its appreciation for the commitment, dedication and contribution of all employees towards the growth and success of the Company.
MANAGERIAL REMUNERATION AND EMPLOYEES
The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure G.
EMPLOYEE STOCK OPTION PLAN ("ESOP 2023")
The Company has implemented the Employee Stock Option Plan, 2023 ("ESOP 2023") with the objective of attracting, motivating, rewarding and retaining talented employees and aligning their interests with the long-term growth of the Company.
The Members of the Company approved ESOP 2023 through Postal Ballot on December 05, 2023, authorizing grant of up to 3,00,000 stock options.
As on March 31, 2026, no stock options had been granted, vested or exercised under the Scheme.
The Nomination and Remuneration Committee acts as the Compensation Committee for administration and implementation of the Scheme in accordance with the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
The disclosures required under the aforesaid Regulations are provided in Annexure H to this Report and are also available on the Company's website.
ACKNOWLEDGEMENT
Your Directors place on record their sincere gratitude to the Central Government, State Government Authorities, Regulatory Authorities, Bankers, Financial Institutions, Customers, Suppliers, Shareholders, Registrar and Share Transfer Agent, Business Associates and all other stakeholders for their continued support and cooperation.
The Directors also express their deep appreciation to all employees for their dedication, commitment and valuable contribution towards the growth and success of the Company and look forward to their continued support in the years ahead.
For and On behalf of Dharmaj Crop Guard Limited
Rameshbhai R Talavia Jamankumar H Talavia
Place: Ahmedabad Chairman & Managing Director Whole-Time Director
Dated: August 07, 2026 DIN: 01619743 DIN: 01525356
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