Your Directors present the 13^th Board's Report on the Business and Operations of the Company
together with the Audited Financial Statement and the Auditor’s Report for the Financial Year
ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and
for the previous financial year ended on 31^st March, 2023 is given below:

(Rs. in Lakhs)

2. OPERATIONS:

Total revenue for Financial Year 2023-24 is Rs. 16433.11 Lakhs compared to the total revenue
of Rs. 9992.72 Lakhs of previous Financial Year. The Company has incurred Profit before tax for
the Financial Year 2023-24 of Rs. 141.93 Lakhs as compared to Profit before tax of Rs. 138.13
Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 2023-24 is Rs.
108.53 Lakhs as against Net Profit after tax of Rs. 91.19 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. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do
not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

5. 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.

6. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to
profit and loss account of the Company under Reserves and Surplus.

7. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2024 is available on the Company’s website at www.dipnapharmachem.com

8. 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:

• Allotment of Shares on Rights Issue Basis:

Allotment of 1,20,75,250 (One Crore Twenty Lakhs Seventy-Five Thousand Two Hundred and
Fifty) Equity Shares having face value of Rs. 10.00/- (Rupees Ten Only) each on a Rights basis to
the eligible equity shareholders of the Company at a price of Rs. 10.00/- (Rupees Ten Only) per
equity share in the ratio of 13:12 i.e. 13 (Thirteen) Rights Equity shares for every 12 (Twelve)
fully paid-up Equity shares held by the eligible equity shareholders as on the Record date i.e.
Monday, 12^th February, 2024. The said allotment was pursuant to the Letter of Offer dated 15^th
February, 2024 and the Basis of Allotment as approved by BSE Limited ("BSE”), the Designated
Stock Exchange for this issue. Consequent to the said allotment, the Paid-up Equity Share Capital
of the Company increased from Rs. 11,97,00,000/- to Rs. 24,04,52,500/-.

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

There are 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.

10. 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 15 (Fifteen) times viz. 29^th April,

2023, 30^th May, 2023, 15^th June, 2023, 30^th June, 2023, 10^th July, 2023, 6^th September, 2023, 18^th
October, 2023, 8^th December, 2023, 15^th December, 2023, 31^st January, 2024, 15^th February,

2024, 6^th March, 2024, 15^th March, 2024, 19^th March, 2024 and 29^th March, 2024.

11. 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, 2023 the
applicable accounting standards have been followed and there are 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 loss of the
Company for the financial year ended on 31^stMarch, 2024.

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.

12. 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.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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 I.

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

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

15. VIGIL MECHANISM:

During the year under review, the Company did not accept any deposits from the public and not
borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of
Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 does not apply to the Company.

16. 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.

17. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

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 NRC 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.

18. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL
CONTROL:

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.

19. 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.

20. PARTICULARS OF LOANS. GUARANTEES 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.

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

All the transactions to be entered by the Company with related parties will be in the ordinary
course of business and on an arm’s length basis. Further, particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed
herewith as Annexure II.

22. 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.

23. RESERVES & SURPLUS:

(Amount in I akhcl

24.FOREIGN EXCHANGE EARNINGS AND OUTGO:

25. PARTICIH.ARS 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 2023-24.

26. LOANS 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.

27. DIRECTORS AND KEY MANAGERIAL-PERSONNEL:

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

^Madhuri Vijaykumar Gurwani has appointed as Company Secretary and Compliance Officer of the Company w.e.f.
15^th December, 2023.

There has been change in the composition of the Board of Directors of the Company during the
Financial Year 2023-24 and till the date of Board’s Report.

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

28. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Nandish Jani and Mr. Jitendra Parmar Independent Directors of the Company has confirmed
to the Board that he meets the criteria of Independence as specified under Section 149 (6) of the
Companies Act, 2013 and he qualifies to be an Independent Director. He has also confirmed that
he meets the requirement 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.

29. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange 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.

30. 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.

31. AUDITOR:

A. Statutory Auditor:

M/s. Devadiya & Associates, Chartered Accountants, (FRN: 123045W), Ahmedabad, were
appointed as Statutory Auditors of the Company for the Financial Year 2023-2024.

Company has received a written confirmation from M/s. Devadiya & Associates, Chartered
Accountants, (FRN: 123045W), Ahmedabad, to the effect that their appointment, if made, would
satisfy the criteria provided in Section 141 of the Companies Act, 2013 and the Rules framed
there under for re-appointment as Auditors of your 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.

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. Darshan Kinkhabwala, Proprietor of M/s. Kinkhabwala & Associates, Company
Secretaries, Ahmedabad, as a Secretarial Auditor of the Company to conduct Secretarial Audit
for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure
III in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call
for explanation.

C. Internal Auditor:

The Board of directors has appointed M/s. B S Jain & Co., (FRN: 132174W) Chartered
Accountants, 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.

32. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below,
was held on 10^th July, 2023, 6^th September, 2023, 18^th October, 2023, and 15^th February, 2024
the attendance records of the members of the Committee are as follows:

During the year all the recommendations made by the Audit Committee were accepted by the
Board.

B. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee as
tabulated below, was held on 6^th September, 2023 and 8^th December, 2023 and the attendance
records of the members of the Committee are as follows:

C. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration
committee as tabulated below, was held on 29^th April, 2023 and 15^th December, 2023 and the
attendance records of the members of the Committee are as follows:

33.INDEPENDENT DIRECTOR:

Separate meetings of the Independent Directors of the Company were held on 31^st March, 2024
to discuss the agenda items as prescribed under applicable laws. All Independent Directors have
attended the said meeting. In the opinion of the Board, all the Independent Directors fulfil the
conditions of Independence as defined under the Companies Act, 2013 and SEBI (LODR), 2015
and are independent of the management of the Company.

34. 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.

35.DEMATERIAFISATION 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 and Central Depository Services (India) Limited and the Demat activation
number allotted to the Company is ISIN: INE0MC401013. Presently shares are held in electronic
mode.

36.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.

37. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the
Company and accordingly such accounts and records are not required to be maintained.

38. DETAIFS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE:

During the year under review, there were no application made or any proceeding pending in the
name of the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

39. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors’ Report:

The observations of the Statutory Auditors, when read together with the relevant notes to
the accounts and accounting policies are self-explanatory and do not call for any further
comment.

ii. Secretarial Auditor’s Report:

The observations of the Secretarial Auditors, when read together with the relevant notes to
the accounts and accounting policies are self-explanatory and do not call for any further
comment.

40. PQFICY 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.

41. 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.

42. 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.

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

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

44. 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, Near D.A.V. Dipna Pharmachem Limited

School, Makarba, Ahmedabad - 380 055

Sd/- Sd/-

Place: Ahmedabad Keyur Shah Dipna Shah

Date: 29^th July, 2024 Managing Director Director

DIN: 03167258 DIN:02507462