Directors' Report

To

The Shareholders of

Dishman Carbogen Amcis Limited

Your Directors have pleasure in presenting their Report along with the Audited Accounts (Standalone as well as
Consolidated) of your Company for the year ended 31^st March, 2023.

FINANCIAL SUMMARY

PERFORMANCE AND OPERATION REVIEWStandalone Financial Results

In FY 2022-23, your Company achieved revenue of
R 402.55 Crores as compared to R 306.61 Crores in FY

2021- 22. Loss before tax stood at R (96.20) Crores in FY

2022- 23 as against loss before tax R (84.39) Crores in FY
2021-22. Loss after tax for the year remain at R (58.87)
Crores in FY 2022-23 as compared to loss after tax of
R (31.55) Crores in FY 2021-22.

Earnings per share for the FY 2022-23 remains at R(3.75)
per share as against R (2.01) per share in FY 2021-22.

Financial performance of your Company was mainly
impacted adversely due to European Directorate for the
Quality of Medicines & Health Care (EDQM) observations
that were pointed out at the conclusion of the audit
conducted at Company's Bavla site by the SwissMedic
and EDQM in February 2020. Certain Certificate of
Suitability (CEPs) belonging to your Company were
suspended due to said observations. A further details
on current status of EDQM Audit observations is given
under the head "EDQM Audit Update”.

Consolidated Financial Results

In FY 2022-23, your Company achieved revenue of
R 2412.92 Crores as compared to R 2140.69 Crores in FY

2021- 22. Loss before tax stood at R(54.59) Crores in FY

2022- 23 as against Loss before tax of R (4.25) Crores in
FY 2021-22. Loss for the year remains at R (29.80) Crores
in FY 2022-23 as compared to Profit of R 18.01 Crores in
FY 2021-22.

Earnings per share for the FY 2022-23 remains at R (1.90)
per share as against R 1.15 per share in FY 2021-22. Cash
Earning per share for the current year works out to
R 19.07 as against R 21.70 in the previous year.

The net loss on a consolidated basis can mainly be
attributable to the impact on financial performance
because of EDQM observations as explained on a
standalone basis and to certain one-time/exceptional
items on a consolidated basis.

A detail analysis of the performance of the Company,
its subsidiaries and financial results is given in the
Management Discussion and Analysis Report, which
forms part of this report.

EDQM AUDIT UPDATE

There was a joint inspection carried out during the
quarter ending March, 2020 by the Swissmedic and
European Directorate for the Quality of Medicines &
HealthCare (EDQM), due to which there were certain
audit observations issued deficient to EU GMP Part
II and other relevant Annexes for the Company's
Bavla site. There was an impact on the production at
the Company's Bavla manufacturing site due to the
observations received, which impacted the revenue
and profitability of the Company's operations at Bavla
since March 2020 till now.

Your Company has been steadily ramping up
manufacturing activities at the Bavla site in order to
meet the customer requirements including successfully
passing certain key customer audits at the Company's
Bavla site. Further, pursuant to implementation of the
Corrective Action Plan submitted to the EDQM on
21^st August, 2020, the Company had informed the
EDQM on 18^th October, 2022 regarding its readiness
for a re-inspection of its Bavla site with an objective of
getting a clearance for this site by the EDQM.

The re-inspection by the EDQM of the Bavla site is
scheduled from 18^th September, 2023 to 20^th September,
2023. Your Company expects to receive a clearance
from the EDQM in the said upcoming re-inspection.

JAPANESE PMDA

Your Company's Bavla site was successfully inspected
by the Japanese Pharmaceuticals and Medical Devices
Agency (PMDA) from 31^st July, 2023 to 3^rd August, 2023
though the final report is awaited.

DIVIDEND

The results of the Company do not permit payment of
any dividend. Hence your Directors do not recommend
the payment of any dividend for the financial year
ended 31^st March, 2023.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the
general reserves.

DEPOSIT

The Company has neither accepted nor invited any
deposit from public, falling within the ambit of Section
73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014.

OPERATIONS

Your company on the back of customer approvals
restarted manufacturing of certain APIs, intermediates
and Key Starting Materials (KSMs) from its Bavla
manufacturing site. A few significant projects were
completed while there was a continuous focus on
improving operational efficiency keeping into view the
future growth of the company. Your company is on
track to deliver high growth in the coming years both
in the revenue and operational profitability.

There was a visible ramp up in the operations of the
Company and its subsidiaries in the last financial year
as compared to the previous one. The Carbogen Amcis
entities continued delivering good performance both
in terms of revenue and profitability even though the
world economy is grappling with the effects of the
COVID-19 pandemic followed by geopolitical issues.
The India business is steadily returning to normalcy
with lot of actions taken and planned for to ensure
that this business becomes one of the major growth
contributors for the group. Below are some of the
operational measures taken in the last financial year as
well as the ones which are currently being undertaken
for the India business:

• Several processes are under improvements at both
the Bavla and Naroda site. Qualification is planned
along with the installation of the new Agitated
Nutsche Filter Dryers (ANFDs) at Naroda Plant.

• Multiple Effect Evaporator (MEE) plant
construction has been started at Naroda site.
Infrastructure including qualification is supposed
to be completed by second quarter of FY 2023-24.
MEE plant will significantly decrease the site cost
and at the same time improve the compliance.

• Powder processing area Line 1 at Naroda site was
completed introducing Reverse Laminar Air Flow
(RLAF) and pass boxes. Line 1 is now in line with the
GMP requirements. The same was already audited
and no remarks were found.

• At Naroda site, switched several projects from filter
drier operations to single filter-drier operation
saving a lot of time.

• A New QC lab at Bavla site was fully qualified and it
is now operational. In the past few months, several
equipment were shifted into the new lab. Currently
the QC facilities size has doubled and capable to
sustain the future site expansions.

• The new stability chambers at Bavla site were fully
qualified, and all the stability samples were shifted
into them. Also, the new retain samples areas were
qualified and are now fully operational.

• A new GC-MS (Gaschromatograph-Mass)
quadrupole was installed in QC at Bavla site. This
will allow to be compliant with our APIs release
and also to analyse the nitrosamine impurities.

• MEE plant at Bavla site was opened and currently
is up and running. This is a major milestone
which club together EHS compliance and high
operational equipment.

• Raw material warehouses (RM1 and RM2) at Bavla
site were completed and opened. RM1 and RM2
are now adhering to the highest standards.

• Erection of the purified water plant was started.
More than 10 Kms of purified waters pipelines have
been laid down.

Your company's manufacturing subsidiaries under
CARBOGEN AMCIS, have been consistently delivering
growth performance. The additional capacity to
manufacture a recently approved Antibody Drug
Conjugate (ADC) molecule shall help the Swiss
subsidiary to scale up its business for this molecule
significantly over the next few years. Moreover, the
recently completed greenfield project in France for
developing and manufacturing injectable formulation
products will help the French subsidiary scale up its
revenues over the next 5 years. The Dutch business
had a flat year in terms of revenue due to significant
business ramp up during the previous couple of
years on account of increased demand for Vitamin
D analogue products due to COVID-19 impact. The
raw material price increase globally and energy cost
increase on account of Russia-Ukraine war also led to
decline in margins in FY23 as compared to previous
years. However, due to company's focus on passing
on the increased costs to its customers to the extent
possible, the margins are expected to improve in the
Dutch subsidiary over the next years.

CRAMS

The CRAMS segment remains one of the major
focus areas for your Company on both the New
Product development and commercial side. There is
a continuous push to add more and more molecules,
which are niche in nature and which meet your
minimum margin requirements. Due to continued
focus on developing niche molecules, today we have
a healthy basket of such molecules across all phases
of development. Your Company has as many as 15
molecules in late Phase III development, which is a
significant number. Your Company has been targeting
small and mid sized biotech companies for securing
molecules in early phases of development, which has
proven to be a great strategy both from a customer
diversification point of view as well as for increasing
development revenue from such niche molecules
on a consistent basis. Your Company is also focussed
on improving capacity utilization levels in your
Shanghai plant by transferring manufacturing of more
intermediates to Shanghai rather than manufacturing
them in Switzerland. The Manchester facility of your
Company has been supporting the Swiss facility as well
as catering to the customers directly quite well due
to which the capacity utilization has increased to the
maximum level. Your Company's new parenteral facility
in France will enable it to forward integrate the existing
API business into manufacturing finished dosage for
your customers and thus complete the entire loop of
services that your Company can offer to their customers.
The CRAMS business out of India is expected to scale up
significantly once the regulatory hurdles are overcome
and clearance is received from the EDQM in FY24. The
India business is strategically a very important growth
driver for the CRAMS business for the group in the
future due to its capability to manufacture on a larger
scale and in a cost efficient manner.

Vitamin D Analogues and Cholesterol

Your company's Vitamin D analogues and Cholesterol
business showed a decline in revenues mainly on

account of higher stocking up of Vitamin D analogues in
the previous year by many customers due to COVID-19
situation. Moreover, the profitability was impacted due
to significant increase in energy costs on account of
Russia-Ukraine war and also due to increase in prices of
a key raw material i.e. the wool grease in the last financial
year. Your company expects the conditions to improve in
the mid-term due to which the revenue and profitability
should improve. Your company is also working on
developing other Vitamin D analogues and consider
the possibility of manufacturing Vitamin D3 in the next
years in India. Your company is also working along with
the Boston University on certain novel applications of
Vitamin D analogues. Your company has also been
working towards ramping up its production of softgel
capsules for formulation Vitamin D analogues in India.

Generic API and Disinfectant Business

Your Company shall keep focussing only on those
quaternary compounds and generic APIs which meet
the minimum margin criteria. Certain low margin
products are being discontinued or shall be sold only
in those geographies where the margin realizations are
greater than the minimum threshold. Your Company
plans to expand the portfolio of imaging dyes as it
sees a lot of unmet need in that segment of generic
products and expects the demand to keep growing.
Your Company has been making lot of improvements
in its facility in Naroda location as well as in Bavla
location in order to reduce the costs of manufacturing
these generic products and thus fetch a better margin.

Capital Expenditure Plan at the Company's
subsidiaries located at Switzerland and France

Your company inaugurated its new manufacturing
facility in France in February, 2023, which is expected to
add significantly to both the revenues and profitability
of the French entity as well as to the Group. Your
company also completed its planned expansion of the
ADC project in Switzerland, which is also expected to
improve the financial position of the Group substantially
over the next few years. Your company has undertaken
a digital transformation project across all Global entities
with the idea of bringing all of the entities on a single
platform and having common digital systems for all
processes globally.

Performance of Major Subsidiary Associates

The major subsidiary companies have performed quite
well during the year under review. CARBOGEN AMCIS
AG., Switzerland has performed quite satisfactorily as
it reported a healthy revenue of R 1503.86 Crores and
operating profit of R 285.15 Crores

CARBOGEN AMCIS BV. during the year, reported
revenue of R 308.66 Crores and operating profit of
R 50.69 Crores. CARBOGEN AMCIS Ltd. (UK) reported a
revenue of around R 118.06 Crores and operating profit
of R 9.12 Crores. CARBOGEN AMCIS SAS (RIOM) reported
revenue of R 39.61 Crores and operating loss of R 32.57
Crores. CARBOGEN AMCIS (Shanghai) Co. Ltd. has
reported revenue of R 117.97 Crores and operating profit
of R 18.55 Crores.

The major marketing subsidiaries viz. Dishman USA Inc.
reported revenue of A 102.46 Crores and operating profit
of A 6.21 Crores. Dishman CARBOGEN AMCIS (Europe)
Ltd reported revenue of A 203.66 Crores and operating
profit of A 6.78 Crores during the year under review. Other
subsidiaries have performed reasonably well during the
year under review.

NON-CONVERTIBLE DEBENTURES ISSUED
ON A PRIVATE PLACEMENT BASIS

The Board of Directors in its meeting held on
17^th January, 2023, have approved the issuance up to
10,000 (Ten thousand) senior, secured, rated, listed,
redeemable, principal protected, market linked, non¬
convertible debentures of a face value of A 1,00,000
(Indian Rupees One Lakh only) each, aggregating
to not more than A 100,00,00,000 (Indian Rupees
One Hundred Crores only) on a private placement
basis in one or more tranches ("Debentures”) and on
20^th January, 2023 the Company has allotted 5,000 (five
thousand) Debentures amounting to A 50.00 Crores
(Indian Rupees Fifty Crores Only). The said Debentures
are listed on BSE Limited under Scrip Code: 974556.

The proceeds of the said issue have been fully utilized
for the purpose for which it has been raised i.e. for
repayment of existing debt and bona fide purposes in
the normal course of business. There is no deviation/
variation in use of proceeds from the objects for which
Debentures has been raised. The said Debentures are
market linked and Repayable/Redemption along with
premium on 21^st April, 2025.

RESEARCH AND DEVELOPMENT

This year your Company focused on the efforts to finish,
qualify and get certification for its group entity's new site
in France. This is a major investment for your Company
which support Company's desire to come always closer
to patients by bringing customer's science to life.

This state of the art fill and finish facility contains
two manufacture lines, it is starting to operate, your
Company already serve several European customers
on challenging formulations at the R&D centre there
and plan to support their clinical parenteral drug
manufacturing. The Company is able to formulate any
kind of sterile liquid form. Company's versatile line are
able to rapidly shift from vials to Pre Filled Syringes (PFS)
thanks to the high modularity of those lines conception
which offers Company's customer a lot of options in
their therapeutics strategy. Moreover, in term of vials
size, Company can go from 2R to 100R which covers the
most part of drug applications. Thanks to this brand
new asset will definitely deliver new clinical products
to customer patients in need of breakthroughs
treatments.

Parallelly, your Company continued to support
customers' filing for New Drug applications bringing
major improvement to patient wellness. As a matter of
fact, the Company works around key therapeutics areas,
especially in oncology, endocrinology, rare diseases and
orphan applications.

This is enabled by Company's world-class global
R&D, Company's first mission remains to solve
complex technical challenges. Company's large set
of technologies and broad capabilities enabling the
Company to manufacture APIs, complex starting
materials and intermediates. This deep know-how
across the board sustains and helps to bring customers'
science to life. However, Company haven't abandoned
its focus to support treating all diseases in other
therapeutic areas and do this using its best sciences,
technologies, and a passion for solving complex
technical issues.

Indeed, your Company supported all around the world
large and smaller pharmaceutical companies with a
premium service to optimize their time to market and
better sustainability of their entire supply chain.

Company's global R&D effort has also been focused on
developing new applications around its own product
portfolio, a big focus has been given to demonstrate
the added value brought by Calcifediol versus classical
vitamin D3 (cholecalciferol) over the past few years.
Indeed, some new patents are under way for approval.

Moreover, the Dishman group is continuing its
promising partnership with companies to test a
number of New Chemical Entities with the perspective
of massive changes for people's wellness. The results
are promising, and the Company has large hope in this
domain.

Your Company's global R&D pipeline is still at the
highest level ever achieved, both in terms of a number of
projects but also importantly in diversity of client base.
Guaranteeing strong sustainability and multiple future
success. The Company's global R & D teams continually
demonstrate their skills for making the complex and
challenging tasks that lie before their transition to real
products that are benefiting patients today.

As usual, Company's product R & D teams also have
a pivotal role to play in the growth of Company's
business by developing new Quaternary Compounds,
Phase Transfer Catalysts, Disinfectants and Vitamin
D analogues to keep Dishman at the forefront of
innovation in these markets.

Your Company also demonstrated this year its ability
to pull all leverages in its global entities to better use
of all the skills that exist across all R & D platforms
in India, Switzerland, Holland, China and UK in a
more coordinated way to further support customers
changing and diverse.

SAFETY, HEALTH & ENVIRONMENT (SHE)

Your Company is committed towards excellence in
Quality, Health, Safety and Environment Management
and ensure that those working with the Company are
safe at work and that everyone takes responsibility for
achieving this. We include Environment, Health and
Safety (EHS) and climate change-related considerations
in our business decisions and strive to minimize

the environmental impact of our operations on the
environment.

Measuring, monitoring, reviewing, analysing and
reporting on environmental, health and safety
performance is an important part of continuous
improvement in our EHS performance. Dishman's EHS
conducts strategic planning to establish long-term
EHS goals, assess resources required to achieve specific
goals, and ensure critical business alignment.

Dishman evaluates customer feedback and satisfaction
by internal and external communication in proposing
and establishing its long-term relations and to achieve
goals in manufacturing operations. Dishman's products
and processes are developed in accordance with strictly
defined local and international rules to ensure safety
and Health of workers as well as the environment. This is
achieved by conducting the Risk Assessments to identify
potential hazards and analyse what could happen if a
hazard occurs. Dishman has the standard operating
procedures/guidelines/policy for SHE and Identification
of significant environmental aspects, Safety Audits,
customer audits and environment audits. Safety &
Environment Management Program are being taken to
reduce the Significant Risk & Environment Aspects.

Dishman continues to pursue world class operational
excellence on Process Safety Management (PSM).
Dishman has established the capabilities within
the Company and developed in-house experts in
various facets of PSM. Dishman has the process safety
management (PSM) program, which is the proactive
identification, evaluation and mitigation or prevention
of chemical releases that could occur as a result of
failures in processes, procedures or equipment at site.
Process Hazard Analysis (PHA) at various plants is being
carried out to reduce process safety risks. Process Safety
Management covers the 14 elements required as per
the standards.

The Company's QHSE policy is being implemented,
among others, through

(i) Upgradation of existing Effluent treatment
system by investing % 40 Crores. The revamped
conventional effluent treatment system and MEE
will be state of the art and fully automated units.

(ii) Maintaining the "Zero Discharge” of waste water
by series of treatment.

(iii) Stripper system, Multiple effect evaporator and
ATFD for concentrated effluent stream.

(iv) Biological Effluent Treatment System, Tertiary
treatment, Two Stage R.O. System and Multiple
Effect Evaporator for Dilute Stream Effluent.

(v) Safe disposal of all types of solid and liquid waste
ensuring zero harm to the environment and
compliance of all norms established by law of the
land.

(vi) Practicing On-site emergency plan by conducting
mock-drills.

(vii) Training on first aid and emergency response team
incorporated at regular intervals by third party,
Maintain and displayed the First aider and ERT list.

(viii) Replacement of hazardous process/chemical
to non-hazardous process for converting to low
hazards by PSI/PHA/Hazop study and Provide
recommendation and also tracking the CAPA
sheet and ensure closure.

(ix) Fire detection and protection system available at
site.

(x) Revised QSHE policy on June 2023 with commited
to Proactive identification and implementation
of occupational health hazard, safety and
environment aspects.

(xi) Ensure 100% PPE's compliance to all employees as
well as contractors/visitors also.

(xii) Conducting intensive QHSE Training programs
including contractor employees and monitoring
the effectiveness of the same.

(xiii) Participation of employees in Safety committee
meetings at all levels and celebrating the National
Safety Day/Week and World Environment Day as
well as observing Fire Service Day.

(xiv) Tree plantation to increase the green cover at site.

(xv) Independent safety and environment audits at
regular intervals by third party and also in-house
by cross functional team.

(xvi) Independent safety and environment audit at
regular intervals for hazardous waste disposal
vendors.

(xvii) In-house medical and health facility at site for
pre- employment & periodical medical check-up
of all employees including contract employees.

(xviii) Additional health checkup for employees based
on their occupational needs.

(xix) Blood Donation Camp at site 2023 in association
with the Sanjivani Blood Bank, Ahmedabad for
social cause.

Dishman, certified of excellence towards sustainable
development and to go beyond compliance, integrated
its ISO 14001:2015 for EMS, ISO 9001:2015 for QMS and
ISO 45001:2018 for Occupational, Health and Safety
Management systems. The Company is also certified EN/
ISO 13485:2016 for Medical Device Quality Management
System for Disinfectant Products. The adopted systems
are being monitored for continual improvements.

CREDIT RATING

India Ratings & Research Pvt. Ltd. ("Ind-Ra”) has assigned
both the Long-Term Loan and Short-Term Loan rating
of the Company as IND A with a Stable Outlook and
IND A1 with a Stable Outlook, respectively. It has also
assigned Rating for non-convertible debentures as Ind
PP-MLD A emr/stable.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to the provisions of Section 124(5) and 125 of
the Companies Act, 2013, the Company has transferred
the unpaid or unclaimed dividend up to and for the
financial years 2014-15 (for final dividend declared) and
2015-16 (for interim dividend declared), to the Investor
Education and Protection Fund ('IEPF') established by
the Central Government.

Year wise amount of unpaid/unclaimed dividend
lying in the unpaid account up to the Year and the
corresponding shares, which are liable to be transferred
to the IEPF, and the due dates for such transfer are
given in details in the report on Corporate Governance
which forms part of this Annual Report.

LISTING

The equity shares of the Company are listed on the
National Stock Exchange of India Ltd., Mumbai (NSE)
and BSE Ltd., Mumbai; while market linked non¬
convertible debentures issued by the Company are
listed on BSE Ltd. w.e.f. 24^th January, 2023. Annual listing
fees for the FY 2023-24, as applicable, have been paid
before due date to the concerned Stock Exchanges.

FORMATION OF VARIOUS COMMITTEES

Your Company has several Committees which have
been established as part of the best Corporate
Governance practices and are in compliance with the
requirements of the relevant provisions of applicable
laws and statutes.

The Company has following Committees:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Management Committee

• Internal Complaints Committee (for redressal of
Sexual Harassment complaint)

During the year, the Board has accepted all the
recommendations made by various committees
including Audit Committee. The details with respect to
the compositions, powers, terms of reference, number
and dates of meetings of such committees held during
the year are given in details in the report on Corporate
Governance which forms part of this Annual Report.

DISCLOSURES UNDER THE COMPANIES
ACT, 2013

i) Annual Return

In accordance with the Companies Act, 2013, the
annual return in the prescribed format is available at
https://imdcal.com/images/files/Investor-Relations/
Annual%20Return/Annual%20Return%20for%20
the%20vear%20ended%2031.03.2023.pdf

ii) Board Meetings

Regular Meetings of the Board are held, inter-alia, to
review the financial result of the Company. Additional
Board Meetings are convened to discuss and decide
on various business policies, strategies and other
businesses. Due to business exigencies, certain business
decisions are taken by the board through circulation
from time to time.

During the FY 2022-23, the Board met 6 (Six) times i.e.
on 10^th May, 2022, 9^th August, 2022, 11^th November, 2022,
17^th January, 2023, 10^th February, 2023 and 10^th March,
2023. Detailed information on the meetings of the Board
is included in the report on Corporate Governance,
which forms part of this Annual Report.

iii) Related Party Transactions

All Related Party Transactions are placed before the
Audit Committee and also the Board for approval. All
the related party transactions entered into during
the financial year were on an arm's length basis and
were in the ordinary course of business. Particulars
of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2, is appended as
Annexure A to this Board's report. The policy on Related
Party Transactions has been approved by the Board and
uploaded on the website of the Company. The details of
the transactions with Related Party are provided in the
accompanying financial statements vide note no.31 of
notes on financial statement as per requirement of Ind
AS 24 -related party disclosure. These transactions are
not likely to conflict with the interest of the Company at
large. All significant transaction with related parties is
placed before audit committee periodically.

iv) Particulars of Loans, Guarantees or
Investments under Section 186

The details of Loans, Investments and Guarantees
covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the
Financial Statements forming part of Annual Report.

v) Material Changes and Commitments affecting
the Financial Position of the Company occurred
after the end of Financial Year

There are no material changes and commitments
affecting the Financial Position of the Company
occurred after the end of financial year.

vi) Subsidiaries, Joint Ventures and Associate
Companies

During the year, following changes happened in
Subsidiary, Joint Ventures and Associate Companies:

• During the year, two dormant wholly owned
subsidiaries viz. Dishman Australasia Pty Ltd., and
Dishman Middle East FZE were struck off/wound-up.

• A wholly owned subsidiary Company namely
"Visible Investment Pvt. Ltd.” has been converted
into Public Limited Company w.e.f. 27^th July, 2023.

• A new wholly owned subsidiary Company namely
"Dishman Carbogen Amcis Technology AG” has
been incorporated in Switzerland w.e.f. 7^th March,
2023. The said subsidiary has been formed to
provide centralized IT and technology services to
the Company's global entities.

In view of the above, the total number of subsidiaries
including step down subsidiaries as on 31^st March, 2023
was 19 (Nineteen).

vii) Accounting Impact due to revision in useful
life of Goodwill

The amalgamation held between erstwhile Dishman
Pharmaceuticals and Chemical Limited and the
Company accounted in the year 2016-17 under the
"Purchase Method” as per the then prevailing Accounting
Standard 14 - Accounting for Amalgamations, as
referred to in the Scheme of Amalgamation sanctioned
by the Hon'ble High Court, Gujarat, which is different
from Ind AS 103 "Business Combinations”. The excess
of consideration payable over net assets acquired had
been recorded as goodwill amounting to A 1,326.86
Crores, represented by underlying intangible assets
acquired on amalgamation and was being amortized
over the period of 15 years from the Appointed Date i.e.
1^st January, 2015.

During the year, Board of Directors has re-assessed
the life of goodwill in accordance with the power
confirmed by Hon'ble High Court of Gujarat through
scheme, considering the benefits to be available to the
Company going forward, and accordingly has decided
to amortize the carrying value of A 685.58 Crores over a
revised life of 15 years starting from 1^st April, 2022. Had
the useful life of the Goodwill not been revised by the
Board of Directors, the Depreciation and Amortization
expense for the year ended 31^st March, 2023 would have
been higher by A 42.75 Crores and profit before tax
year ended 31^st March, 2023 would have been lower by
equivalent amount.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the provisions of Sections 129, 134 and 136
of the Companies Act, 2013 read with rules framed
thereunder and pursuant to Regulations 33 and 52
of SEBI (LODR) Regulations, 2015, your Company had
prepared consolidated financial statements of the
Company and its subsidiaries and a separate statement
containing the salient features of financial statement
of subsidiaries, joint ventures and associates in Form
AOC-1 forms part of the Annual Report.

The annual financial statements and related detailed
information of the subsidiary companies will be
provided on specific request made by any shareholders
and the said financial statements and information of
subsidiary companies are open for inspection at the
registered office of the Company during office hours on
all working day except Saturdays, Sundays and Public
holidays between 2 p.m. to 4 p.m. The separate audited
financial statement in respect of each of the subsidiary
companies is also available on the website of the
Company at www.imdcal.com.

As required under Regulations 33 and 52 of SEBI
(LODR) Regulations, 2015 and in accordance with the
requirements of Ind AS 110, the Company has prepared
Consolidated Financial Statements of the Company and
its subsidiaries and is included in the Annual Report.

GENERAL DISCLOSURE

i) Issue of Equity Shares with differential rights as
to dividend, voting or otherwise:

During the year 2022-23, the Company has not
issue any of Equity Shares including sweat equity
with differential rights as to dividend, voting or
otherwise.

ii) Issue of shares (including sweat equity shares)
to employees of the Company under any scheme
save and ESOS:

During the year, the Company has not issued any
shares under Employee Stock Option Scheme.

Employee Stock Option Plan 2021

As the members are aware that members in
their Annual General Meeting held on 19^th July,
2021 approved an employee stock option plan for
the benefits of employees of the Company and
employees of its existing and future subsidiary
companies in India or abroad, namely, "Dishman
Carbogen Amcis Limited - Employee Stock
Option Plan 2021” to be implemented through
an employee welfare trust ("ESOP Trust”) ("DCAL
ESOP 2021”) and administered by the Company
through Board of Directors and/or Nomination and
Remuneration Committee ("NRC”) in accordance
with the applicable laws.

Till date the Company has not granted any option
under DCAL ESOP 2021. Hence, Disclosures
with respect to Compliance to section 62 of
the Companies Act, 2013 read with Rule 12 of
Companies (Share Capital and Debentures) Rules,
2014 and Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 is not
required for the year under review.

iii) Whether the Managing Director or the Whole¬
time Directors of the Company receive any
remuneration or commission from any of its
holding/subsidiary companies:

Mr. Arpit J. Vyas, Global Managing Director
of the Company has received remuneration

as a Director from one foreign wholly owned
subsidiary Company namely CARBOGEN AMCIS
AG., Switzerland, which is in compliance with the
provisions of the Companies Act, 2013. He being a
Partner of Adimans Technologies LLP, a holding
LLP of the Company, has right to receive profit in
the ratio of 20% from the said LLP.

Mrs. Deohooti J. Vyas, Whole-time Director, being
a Partner of Adimans Technologies LLP, a holding
LLP of the Company, has right to receive profit in
the ratio of 40% from the said LLP.

Mr. Arpit J. Vyas has voluntarily decided not
to draw any remuneration from the Company
during financial year 2022-23. Other details of
remuneration pertaining to Mr. Arpit J. Vyas and
Mrs. Deohooti J. Vyas have been disclosed in report
on Corporate Governance.

iv) Any significant or material orders were passed
by the Regulators or Courts or Tribunals which
impact the going concern status and Company's
operations in future:

There are no significant and material orders passed
by the Regulators or Courts or Tribunals which
could impact the going concern status and the
Company's future operations.

v) Secretarial Standards

Secretarial Standards issued by the Institute of
Company Secretaries of India as applicable to
the Company were followed and complied with
during 2022-23. The Company has devised proper
systems to ensure compliance with the provisions
of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.

DIRECTORS & KMPS
Retire by Rotation

Mr. Janmejay R. Vyas, Director of the Company retires
by rotation at the forthcoming Annual General
Meeting and being eligible offers himself for re¬
appointment. Based on the performance evaluation
and the recommendation of the Nomination and
Remuneration Committee, the Board recommends
his re-appointment, as a Director. A resolution seeking
shareholders' approval for his re-appointment forms
part of the Notice.

Retirement & cessation of Director

Mr. Mark Christopher Griffiths (DIN: 06981744) Director
- Global Marketing and Strategy, retired as member of
the Board effective 1^st April, 2022. The Board expressed
its deep sense of appreciation for the assistance and
guidance provided by Mr. Mark Christopher Griffiths
during his tenure as a Director of the Company. The
disclosure in this regard is available at https://www.
imdcal.com/images/files/Investor-Relations/Listing%20
Requirements/2021-22/Disclosure%20pursuant%20
to%20Regulation %2030%20of%20SEBI%20(LQDR)%20
Regulations,%202015%20-%20Retirement%20of%20
Mr.%20Mark%20Griff_p56132.pdf

Re-Appointment

The term of office of Ms. Maitri K. Mehta, as an
Independent Director, will expire on 31^st March, 2024.
The Board of Directors, on recommendation of the
Nomination and Remuneration Committee has
recommended re-appointment of Ms. Maitri K. Mehta,
as an Independent Director of the Company for a
second term of 5 (five) consecutive years on the expiry
of her current term of office. The Board also opine
that Ms. Maitri K. Mehta is a person of integrity and
possess vide experience and expertise beneficial to the
Company and she has also cleared online proficiency
self-assessment test conducted by Indian Institute of
Corporate Affairs. The approval of members for her re¬
appointment as an Independent Directors along with
rational for such re-appointment is being sought vide
Item Nos. 5 in Notice of the Annual Report.

Key Managerial Personnel

The Board of Directors on recommendation of
Nomination and Remuneration Committee has re¬
appointed Mr. Arpit J. Vyas as a Global Managing
Director of the Company for a further period of 5 (five)
years with effect from 1^st June, 2024, subject to approval
of shareholders, as his current term of office is upto
31^st May, 2024. The approval of members for his re¬
appointment as a Global Managing Director is being
sought vide Item Nos. 6 in Notice of the Annual Report.

Further, pursuant to the provisions of Section 203 of
the Act, the Key Managerial Personnel of the Company
as on 31^st March, 2023 are i) Mr. Arpit J. Vyas, Global
Managing Director; ii) Mr. Harshil R. Dalal, Global Chief
Financial Officer and iii) Ms. Shrima Dave, Company
Secretary.

Statement of Declaration by Independent
Directors

The Company has received the necessary declaration
from each Independent Director in accordance with
Section 149(7) of the Companies Act, 2013, read with
Regulation 25(8) of the SEBI (LODR) Regulation, 2015
("Listing Regulations”) that he/she meets the criteria of
independence as laid out in the Companies Act, 2013
and the Listing Regulations.

Also, Independent Directors affirmed that they have
complied with the Code for Independent Directors
prescribed in Schedule IV to the Act as well as Code
of Conduct for Directors and senior management
personnel formulated by the Company.

In the opinion of the Board, there has been no change
in the circumstances which may affect their status as
Independent Directors of the Company and the Board
is satisfied of the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the
Act and applicable rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section 150
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included
their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

Board Evaluation & Criteria

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 of SEBI (LODR) Regulations, 2015, a
structured questionnaire was prepared after taking
into consideration the various aspects of the Board's
functioning, composition, effectiveness of processes &
information etc. of the Board and its committees. The
Board has carried out an annual performance evaluation
of its own performance, the directors individually as
well as the evaluation of the working of its Committees
and Independent Directors after seeking inputs from
all the members of the Board and its Committees. The
Board of Directors expressed their satisfaction with the
evaluation process.

Nomination and Remuneration Committee also
reviewed the performance of individual directors
on the basis of criteria such as the contribution of
the individual director to the Board and Committee
Meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution
and inputs in meetings, etc.

Independent Directors' Meeting

A Separate meeting of Independent Directors was
held on 10^th February, 2023 without the attendance
of Non-Independent Directors and members of the
Management. In the said meeting, Independent
Directors reviewed the followings:

• Performance evaluation of Non Independent
Directors and Board of Directors as a whole;

• Performance evaluation of the Chairperson of
the Company taking into account the views of
executive directors and non-executive directors;

• Evaluation of the quality of flow of information
between the Management and Board for effective
performance by the Board.

The Independent Directors expressed their satisfaction
with the evaluation process.

Board Diversity

The Company recognizes and embraces the importance
of a diverse board in its success. We believe that a truly
diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, cultural and geographical background, age,
ethnicity, race and gender, which will help to retain our
competitive advantage. The Board has adopted the Board
Diversity Policy which sets out the approach to diversity
of the Board of Directors. The Board Diversity Policy is
available on Company's website www.imdcal.com.

POLICY ON DIRECTORS APPOINTMENT
AND REMUNERATION

The salient features of the Policy on Directors'
appointment and remuneration of Directors, KMP &
senior employees and other related matters as provided
under Section 178(3) of the Companies Act, 2013 is stated
in the report on Corporate Governance which is a Part of
the Board's Report. The detailed Policy is placed on the

website of the Company at https://imdcal.com/images/
files/lnvestor-Relations/Policies%20of%20Dishman%20
Carbogen%20Amcis%20Limited/Policy%20on%20
Remuneration%20of%20Directors,%20Kev%20
Managerial%20Personnel%20&%20Senior%20
Emplovees%20AND%20Succession%20Policv.pdf

DISCLOSURE UNDER RULE 5 OF
THE COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014

The information required under Section 197 of
the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in
separate annexure forming part of this Report as
Annexure B.

The statement containing particulars of employees as
required under Section 197 of the Companies Act, 2013
read with Rule 5(2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, forming part of this report as Annexure C.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTOR

The Independent Directors are provided with necessary
documents, brochures, reports and internal policies
to enable them to familiarize with the Company's
procedures and practices. The Company undertook
various steps to make the Independent Directors have full
understanding about the Company. The Company has
through presentations at regular intervals, familiarized
and updated the Independent Directors with the
strategy, operations and functions of the Company and
Pharma Industry as a Whole. Generally, site visits to
various plant locations are organized for the Directors
to enable them to understand the operations of the
Company. The details of such familiarisation programmes
have been disclosed on the Company's website at https://
imdcal.com/ir-index.php?Policies%20of%20Dishman%20
Carbogen%20Amcis%20Limited/Familiarisation%20
Programme%20for%20Independent%20Directors As
a part of familiarisation programme, the Company has
updated the Independent Directors with the strategy,
operations and functions of the Company including its
subsidiaries in Board Meetings held on 10^th May, 2022,
9^th August, 2022, 11^th November, 2022 and 10^th February,
2023.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge
and ability, state that:

• in the preparation of the annual accounts for the
financial year ended 31^st March, 2023, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures;

• the Directors have 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
the financial year and of the profit or loss of the
Company for that period;

• the Directors have taken proper and sufficient
care for the 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;

• the Directors have prepared the annual accounts
on a going concern basis;

• the Directors, have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively;

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

INTERNAL FINANCIAL CONTROL SYSTEM

The details in respect of internal financial control system
and their adequacy are included in Management
Discussion and Analysis Report, which forms part of
this report.

INSURANCE

Assets of your Company are adequately insured against
various perils.

RISK MANAGEMENT FRAMEWORK & POLICY

In compliance with the provisions of Regulation 21 of
SEBI (LODR) Regulations, 2015, the Board of Directors
has constituted a Risk Management Committee. The
details of Committee and its terms of reference are set
out in the Corporate Governance Report forming part
of the Director's Report. The Risk Management policy
is formulated and implemented by the Company in
compliance with the provisions of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. The policy
helps to identify the various elements of risks faced by
the Company, which in the opinion of the Board may
threaten the existence of the Company.

As per Regulation 17(9) of SEBI (LODR) Regulations, 2015,
the Company has framed formal Risk Management
framework for risk assessment and risk minimization
for Indian operation which is periodically reviewed by
the Board of Directors to ensure smooth operations and
effective management control. The Audit Committee
has additional oversight in the area of financial risks
and control.

Risk management is an integral part of business
practices of the Company. The framework of risk
management concentrates on formalizing a system to
deal with the most relevant risks, building on existing
management practices, knowledge and structures.

The Company has framed formal Risk Management
framework to identify, evaluate business risks
and opportunities. Corporate Risk Evaluation and
Management is an ongoing process within the
Organization. The Company's Risk Management
framework is well-defined to identify, monitor and
minimizing/mitigating risks. While defining and
developing the formalized risk management system,
leading standards and practices have been considered.
The risk management system is relevant to business
reality, pragmatic and simple.

The Risk Management framework has been developed
and approved by the Risk Management Committee
in accordance with the business strategy. Risk
Management and Risks & concerns have also been
discussed in the Management Discussion and Analysis
Report, which forms part of this report.

The key elements of the framework include Risk
Structure; Risk Portfolio and Risk Measuring &
Monitoring and Risk Optimising. The implementation
of the framework is supported through criteria for Risk
assessment, Risk forms & MIS.

The brief role of Risk Management Committee as per
amended SEBI (LODR) Regulations, 2015 are:

• To formulate a detailed Risk Management Policy;

• To ensure that appropriate methodology, processes
and systems are in place to monitor and evaluate
risks associated with the business of the Company;

• To monitor and oversee implementation of the
risk management policy, including evaluating the
adequacy of risk management systems;

• To periodically review the risk management policy
including by considering the changing industry
dynamics and evolving complexity;

• To keep the board of directors informed about
the nature and content of its discussions,
recommendations and actions to be taken.

WHISTLE BLOWER POLICY/VIGIL
MECHANISM

The Company has adopted a Whistle Blower Policy
pursuant to the requirements of the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015. The Policy
empowers all the stakeholders to raise concerns by
making protected disclosures as defined in the Policy.

The policy also provides for adequate safeguards
against victimization of whistle blower who avail of
such mechanism and also provides for direct access to
the Chairman of the Audit Committee, in exceptional
cases. The details of the Whistle Blower Policy are
explained in the Report on Corporate Governance and
the Policy is available on the website of the Company at
www.imdcal.com.

SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are
covered under this policy. The Company has complied
with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

There were no incidences of sexual harassment
reported during the year under review, in terms of
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

AUDITORS AND AUDITORS' REPORT
Statutory Auditors

M/s. T R Chadha & Co. LLP, Chartered Accountants (Firm
Registration No.006711N/N500028) were appointed as
Statutory Auditors of the Company to hold office until
the conclusion of 19^th AGM to be held in the year 2026.

The Company has received a confirmation from M/s.
T R Chadha & Co. LLP, Chartered Accountants (Firm
Registration No.006711N/N500028) to the effect that
they are not disqualified from continuing as Auditors
of the Company.

The Notes on Financial Statements referred to in the
Auditors' Report are self-explanatory and do not call for
any further comments. The Auditors' Report does not
contain any qualification or reservation. There is also no
fraud has been reported by the Auditors in their Audit
Report for the year ended 31^st March, 2023.

Internal Auditors

M/s. Sharp & Tannan Associates, Chartered Accountants
(Firm Registration No. 109983W) have been internal
auditors of the Company for the year 2022-23. Internal
auditors are appointed by the Board of Directors
of the Company on a yearly basis, based on the
recommendation of the Audit Committee. The Internal
Auditors' reports and their findings on the internal
audit, have been reviewed by the Audit Committee
on a quarterly basis. The scope of internal audit is also
reviewed and approved by the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the rules made thereunder,
the Company had appointed Mr. Ashok P. Pathak,
Practicing Company Secretary (Membership No. ACS:
9939; CP No: 2662), as Secretarial Auditors to undertake
the Secretarial Audit of the Company. The Secretarial
Audit Report is appended in the Annexure D to the
Directors' Report. The observations and comments, if

any, appearing in the Secretarial Audit Report are self¬
explanatory and do not call for any further explanation/
clarification. The Secretarial Auditors Report does not
contain any qualification, reservation or adverse remark
and also no fraud has been reported for the year ended
31^st March, 2023.

Cost Audit

Central Government has notified rules for Cost Audit
and as per Companies (Cost Records and Audit) Rules,
2014 issued by Ministry of Corporate Affairs, Company
is not falling under the Industries, which will subject to
Cost Audit. Therefore, filing of cost audit report for the
FY 2022-23 is not applicable to the Company. However,
as required under Section 148(1) of the Companies Act,
2013, Company has maintained necessary Cost Records.

CORPORATE GOVERNANCE &MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

As per Regulation 34 of SEBI (LODR) Regulations, 2015,
a separate section on corporate governance practices
followed by the Company, as well as "Management
Discussion and Analysis Report” confirming compliance,
is set out in the Annexure forming an integral part of
this Report. A certificate from Practicing Company
Secretary regarding compliance with corporate
governance norms stipulated in Regulation 34 of SEBI
(LODR) Regulations, 2015 is annexed to the report on
Corporate Governance.

In compliance with one of the Corporate Governance
requirements as per Regulation 34 read with Schedule V
of the SEBI (LODR) Regulations, 2015, the Company has
formulated and implemented a Code of Conduct for all
Board members and senior management personnel of
the Company, who have affirmed compliance thereto.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

Information of conservation of energy, technology
absorption and foreign exchange earnings and outgo
as required under Section 134 (3) (m) of the Companies
Act, 2013 read with rule 8 of the Companies (Accounts)
Rules, 2014, is given in the Annexure E and forms part
of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As a part of Corporate Social Responsibility (CSR), the
Company continued extending help towards social
and economic development of the villages and the
communities located close to its operations and also
providing assistance to improving their quality of life.
Company's intention is to ensure that we meet the
development needs of the local community. CSR is
not just a duty; it is an approach towards existence.
The Company see CSR as a creative opportunity to
fundamentally strengthen the Company's business,
while contributing to the society and creating social,
environmental and economic impact. The Company's
motto is to build a sustainable life for the weaker and
under-privileged sections of the Society.

The Company has constituted CSR Committee and has
framed a CSR Policy. The brief details of CSR Committee
is provided in the report on Corporate Governance. The
details of contents of CSR Policy and CSR activities
carried out by the Company are appended in the
Annexure F to the Director's Report. The CSR Policy
is available on the website of the Company at -
www.imdcal.com.

(URL: https://imdcal.com/imaaes/files/lnvestor-
Relations/Pol icies%20of%20Dish ma n%20
Carboaen%20Amcis%20Limited/Corporate%20
Social%20Responsibility%20Policy..pdf

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

SEBI vide its circular no. SEBl/LAD-NRO/GN/2021/2
dated 5^th May, 2021 had introduced new requirements
for sustainability reportina by listed entities. The new
reporting called the Business Responsibility and
Sustainability Report ('BRSR') has replaced the existing
Business Responsibility Report. In terms of the aforesaid
amendment in Regulation 34(2)(f) of the SEBI (LODR)
Regulations, 2015, with effect from the financial year 2022
-2023, reporting of BRSR is made mandatory for the top
1000 listed companies (by market capitalisation) which
includes performance against the nine principles of the
National Guidelines on Responsible Business Conduct
and the report under each principle which is divided

into essential and leadership indicators. A separate
report on Business Responsibility and Sustainability
Report is annexed herewith as Annexure G.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of SEBI (LODR) Regulations, 2015,
top 1000 companies based on market capitalization
(calculated as on 31^st March of every financial year) are
required to formulate Dividend Distribution Policy.
In this regard, the Board has approved the Dividend
Distribution Policy in line with said Regulation. The
said policy is available on website of the Company
and can be accessed at https://imdcal.com/images/
files/Investor-Relations/Policies%20of%20Dishman%20
Carbogen%20Amcis%20Limited/Dividend%20
Distribution%20Policy.pdf.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation
for the assistance and co-operation received from
foreign institutions, banks, associates, Government
authorities, customers, supplier, vendors and members
during the year under review. Your Directors also wish
to place on record their deep sense of appreciation
for the committed services and teamwork by the
executives, staff members and workers of the
Company for enthusiastic contribution to the growth
of Company's business.

For and on behalf of the Board of Directors

Date: 9^th August, 2023 Janmejay R. Vyas

Place: Ahmedabad Chairman

DIN - 00004730