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DHARMAJ CROP GUARD LTD.

06 October 2026 | 03:57

Industry >> Agro Chemicals/Pesticides

Select Another Company

ISIN No INE00OQ01016 BSE Code / NSE Code 543687 / DHARMAJ Book Value (Rs.) 144.14 Face Value 10.00
Bookclosure 52Week High 324 EPS 16.17 P/E 16.49
Market Cap. 900.87 Cr. 52Week Low 211 P/BV / Div Yield (%) 1.85 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

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

725.40

457.68

724.83

457.57

Exceptional items

-

-

-

-

Earning before tax

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

(0.14)

2.18

(0.14)

2.18

Total Comprehensive Income

546.89

350.54

546.32

350.43

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 at
https://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