Market & News

Dear Members,

The Directors are pleased to present the Sixty-fourth Annual Report together with the Audited Financial Statements for the year ended March 31, 2024.

(` in lakhs)

DIVIDEND:

The Directors are pleased to recommend a dividend of Rs.2 per equity share of Rs.10/- each for the year ended March 31, 2024, subject to the approval of Members at the ensuing Annual General Meeting. The dividend payout will aggregate to Rs.149.02 lakhs. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Dividend after deduction of tax at source, as applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

It is predicted that the year 2024, will be a year of technology, notwithstanding the slowdown that could happen with the escalating global conflicts in Gaza and Ukraine.

As inflation gets tamed worldwide, and recession seems at bay in most economies, some focus will be on the generative capabilities of AI, and the digital changes taking place in the manufacturing sector.

Industry Structure and Development, Opportunities and Threats, Risk and Concerns:

The specialty chemical market in India, has been growing exponentially, over the years, and is expected to grow at more than 12% over the next five years. This is driven by the growth in demand in several end use sectors such as Textiles Cosmetics, Food, Real estate, mirroring the upward mobility of the Indian middle class.

However, 2023 has been a year of challenges.

China's excess capacity and its inability to find markets globally, has found them entering India, with very low prices, which is affecting many markets, specifically in Agro industries.

In the last 6-8 months, however, the situation has become very challenging with huge over capacity in China not just in agrochemicals but also in petrochemicals and organic chemicals. The Chinese demand is not catching up and China is going to become a major world supplier at throw away prices.

From the growing instability of global conflict and the resulting uncertainty, to the recession in Europe, and the inflationary trends in the US, demand has been sluggish.

In addition, the major impact has been felt by the earlier overstocking, and high inventories of most customers, resulting in trends of lower chemical output.

This has been felt in many of the verticals that the company services. The last quarter however, showed small signs of recovery and local and global demand seems to have improved.

Meanwhile there are incessant demands on chemical companies, as competition increases to differentiate themselves and to upgrade their product portfolios to grow their revenue streams.

As innovation continues to drive change within the value chain, there is much to be done to keep a competitive edge, and continue to stay relevant in the market. There is a need to develop new approaches to align market change and technological innovation with corporate strategy. The company is looking to restructure its internal capabilities, examine disruptive technologies, and develop a collaborative approach to working and innovating. For several years, the company has customised its development to its clients' needs, often ignoring the changing trends in the global space. There were times when new innovations were introduced through technology transfers, allowing the company to be well ahead of the local trends and requirements, underscoring the need to cultivate a business culture that prioritized sustainable growth.

Today as India steps up its game, and need based innovation is even more relevant, the company will once again look at outsourcing advanced technologies to strengthen our portfolio of solutions.

As the Company serves diverse sectors, product portfolio rationalisation, and strategic focus on new areas of product development especially in the area of EVs and batteries are being studied.

Company's Outlook:

Dai-ichi Karkaria Limited, has completed its capacity expansion for its key Oil field specialities, and is committed to grow its presence in several global markets. Supported by our existing infrastructure and experienced workforce in Dahej, the company's new strategy to work with several new customers and distributors worldwide, will ensure the full utilisation of the newly installed capacities. In this regard, the company is in the process of signing several new agreements with prospective distributors in various countries. Prioritizing their supply chains and adding talent and tech tools to ensure visibility and ultimately success, the company is on a growth path after years of restructuring after its move to Dahej.

Most manufacturing companies today are looking at digital technologies to improve efficiency and meet some of their sustainability goals. We are looking at how to leverage our capabilities by analysing available data through AI models with a view to focus in the right direction. We are examining the role of AI in predictive maintenance.

We are working on reducing costs by examining production batch data and finding ways to reduce batch cycle times and improve yields. Working towards being a net zero emissions Company our goal is to ensure we use low-carbon or renewable fuel technologies for our products. We continue to embrace sustainability not only for its own sake but for the sake of efficiency and reducing costs.

OVERALL COMPANY'S PERFORMANCE:

During F.Y. 2023-24, Company has optimized plant efficiency by identifying and carrying out de-bottlenecking exercises along with other major initiatives like reducing the batch time cycle, installation of storage tanks for key raw materials, and reducing the load on ETP by reduction in water consumption. This has resulted in an increased capacity for the company, overcoming any limitations in production.

We are now able to focus on gainfully utilising the company's core technological strengths and experience in the industry, as the company continues to develop high performance specialty products, based on the evolving needs of the market.

The segments of Oilfield, Paints, Agro and Personal Care will remain the targeted segments for achieving profitable growth in the coming years.

VERTICAL-WISE PERFORMANCE: AGRO:

In the Agro vertical the sales have witnessed a growth of around 50% over the previous year. New grades of emulsifiers and dispersing agents were introduced, and key players in the segments have been added to our customer base.

Though Emulsifiable Concentrate (EC) formulations are still widely in use, the industry focus is shifting to Suspension Concentrate (SC) formulations to replace aromatic solvents with water. The trend is moving towards newer formulations like Emulsion in Water (EW), Oil Dispersion (OD) and Capsule Suspension (CS) formulations. We are working towards developing suitable surfactants for these novel formulations to participate in the growth of the segment. We are also considering production of powder grade surfactants. Agro will continue to remain one of the focus segments for the company.

HOME AND PERSONAL CARE:

Sales in this vertical have grown by more than 35% in volumes over the previous year. In addition, the Budgeted sales volumes have been achieved. A key product, our oleoresin solubilizer which meets stringent global specifications, has grown by approximately 50% in volume. The competition in this segment has increased with the entry of a few more suppliers, resulting in price competition.

We have appointed distributors in new markets for this segment, and business is expected to start in the new financial year. Domestic key players have been targeted to expand our existing customer base.

ENERGY AND OIL SECTOR:

India continues to be one of the fastest-growing major economies, but its share in the global oil demand is only 5%. For this segment the reliance is on exports, which are dependent on geopolitical conditions, and the ongoing wars have contributed to uncertainties.

The sales in this segment are slightly lower than the budgeted figures due to various factors including tender uncertainties and delays.

We have been able to add new export customers for our downstream products in this year. The volumes for these products are expected to pick up in the new financial year. We have developed new products for Upstream and Downstream applications, which are expected to get commercialised in the new financial year.

Orders are in the pipeline for both upstream and downstream products and we hope for a successful next financial year.

PAINTS AND COATINGS:

In this segment the sales have registered a growth of over 20% in volumes in F.Y. 2023-24 over the previous year.

Sales to leading emulsion polymerization units have increased and we now supply to almost all the major players in this segment in India. Exports to Gulf customers have also witnessed a growth.

Moving towards Green Surfactants, we have introduced newer grades of emulsifiers which are APEO free and can substitute the industry standards. We expect these to be commercialised in the coming financial year.

KEY FINANCIAL RATIOS:

Details of significant changes in key financial ratios alongwith explanation thereof are provided in Note 45 of Notes to Financial Statements as per Schedule III.

INTERNAL FINANCIAL CONTROLS:

The Board of Directors have laid down Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:

All manpower requirements have been assessed and filed in a timely manner. Over the years, Dai-ichi has nurtured a pool of experienced employees, which help to maintain consistency of high standards in performance across all disciplines. We have built a team of employees, who work with commitment and dedication towards the growth of the Company.

We have focused on the following areas, to help enhance the performance of our employees:

• Identification of training and development needs, including job specific skills, through the appropriate execution of skill metrics.

• Dai-ichi ensures competitive compensation to its employees and contract workmen.

• Career growth plans through annual assessments and succession planning are executed.

• Supporting employment related legislative compliance is maintained.

• Promoting excellence in human resource management through implementing Standard Operating Procedures for each activity.

• Dai-ichi has extended its facility for the Apprentice Scheme, to needy and economical weak youth, to pursue special industrial training.

• The company commits to the promotion of an atmosphere of mutual respect, fairness and concern through its policies.

Employee Engagement:

• Employee uniforms and ID cards are provided for identification for all employees.

• GMC Group Insurance Policy has been introduced.

• National safety week and Environment week was celebrated with full enthusiasm and participation of employees at all levels.

• The Company implements a healthy practice of rewards and recognition to deserving employees.

INDUSTRIAL RELATIONS:

• The Industrial Relations at Dahej and Kurkumbh Plant remained cordial and amicable during the financial year 2023-24.

• The Company stands committed to the adherence of all statutory compliances.

NUMBER OF PEOPLE EMPLOYED:

As on March 31, 2024, the total number of employees on the payrolls of the company was 168.

CHANGES IN CAPITAL STRUCTURE:

During the financial year under review there was no change in the authorized and paid-up share capital of the Company.

JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:

Dai-ichi Karkaria Limited has a Joint venture with CTI Chemicals Asia Pacific Pte. Ltd., in ChampionX Dai-ichi India Private Limited in the ratio of 50:50.

The Company has a Subsidiary, Dai-ichi Goseichemicals (India) Limited. The Financial Statements of the Subsidiary Company are placed on the website of the Company and will be provided to the Members on request.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Joint Venture Company, ChampionX Dai-ichi India Private Limited and Subsidiary Company, Dai-ichi Goseichemicals (India) Limited, duly audited by the Statutory Auditors are attached to the financials.

Statements containing salient features of the financial statement of subsidiary/ associate company/ joint venture are also attached to the financials.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. Meher Vakil retires by rotation at the 64^th Annual General Meeting, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible has offered herself for re-appointment. The Board of Directors recommends her re-appointment. A resolution seeking Shareholders' approval for her reappointment along with other required information required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards, forms part of the Notice.

Mr. Kavas Patel and Mr. Keki Elavia ceased to be Independent Directors upon completion of their second consecutive term, with effect from conclusion of 63rd Annual General Meeting of the Company held on September 22, 2023. The Board acknowledged their significant contribution and guidance as Board and Committee members of the Company during their association as Independent Directors of the Company.

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on August 11, 2023, appointed Mr. Cyrus Bagwadia and Mr. Behram Sorabji as Additional Independent Directors of the Company. The Shareholders at the Annual General Meeting held on September 22, 2023, approved the appointment of Mr. Cyrus Bagwadia and Mr. Behram Sorabji as Independent Directors of the Company, not liable to retire by rotation, for a period of five years commencing from August 11, 2023 till August 10, 2028.

The Members of the Company had appointed Mr. Ashok Hiremath as Independent Director of the Company to hold office upto the conclusion of 65th Annual General Meeting, not liable to retire by rotation. All Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including that of Independent Directors, is provided as part of the Corporate Governance Report.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. Vinod Kothari & Company, Practicing Company Secretaries certifying that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2023-24.

Pursuant to the provisions of Section 203 of the Act, as on March 31, 2024 the Key Managerial Personnel of the Company were Mrs. Shernaz Vakil, Chairperson & Whole-time Director, Ms. Meher Vakil, Managing Director, Mr. Farokh Gandhi, Chief Financial Officer and Mr. Ankit Shah, Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by the Directors, the Board of Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

• In the preparation of the annual accounts, for the financial year ended March 31, 2024, the applicable accounting standards had 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 March 31, 2024 and of the profit and loss of the company for that period;

• Proper and sufficient care has been taken 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 annual accounts have been prepared on a ‘going concern' basis;

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

• Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual directors and its committees. In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairperson & Whole-time Director and Managing Director of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:

Details regarding Board / Committees, its composition, number of meetings held, terms of reference, policies adopted are provided under the Corporate Governance Report forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility (CSR) Committee pursuant to Section 135 of the Companies Act, 2013. Details regarding CSR Committee, its composition, terms of reference, policy adopted are provided under the Corporate Governance Report forming part of the Annual Report.

In view of average net losses for the last three financial years as computed under Section 198 of the Companies Act, 2013, the Company was not mandated to undertake Corporate Social Responsibility activities during the Financial Year 2023-24, accordingly the provisions for calling CSR Committee meeting, spending and reporting on Corporate Social Responsibility activities are not applicable for F.Y. 2023-24.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in conformity with the Nomination and Remuneration Policy of the Company.

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and forming part of the Directors' Report for the year ended March 31, 2024 is annexed herewith as "Annexure – I" to this Report.

STATUTORY AUDITORS AND THEIR REPORT:

At the 62nd Annual General Meeting of the Shareholders of the Company held on June 29, 2022, B S R & Co. LLP were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 62nd Annual General Meeting upto the conclusion of 67th Annual General Meeting of the Company. Details of the remuneration paid to B S R & Co. LLP, Chartered Accountants, Statutory Auditors, during financial year 2023-24 are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or Board under Section 143(12) of the Act. The Auditors' Report on the Financial Statements, both Standalone and Consolidated for the Financial Year ended March 31, 2024 does not contain any qualifications, reservations or adverse remarks and forms part of Annual Report.

The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.

INTERNAL AUDITORS:

Mazars, Chartered Accountants are the Internal Auditors of the Company for the F.Y. 2023-24. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditors.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Vinod Kothari & Company, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2023-24 and the Secretarial Audit Report is annexed herewith as ‘Annexure II'. There is no reservation, qualification or adverse remark in their Report.

Further, in terms of the provisions of Regulations 24A of SEBI Listing Regulations, the Company has obtained the Annual Secretarial Compliance Report from M/s. Vinod Kothari & Company, for the financial year ended March 31, 2024, confirming compliance of the applicable SEBI Regulations and circulars/ guidelines issued thereunder, by the Company. The said report can be accessed at website of Company at www.dai-ichiindia.com/investors.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company, accordingly, maintains the required cost accounts and records. The Company had appointed M/s. Diwanji & Associates, Cost Accountants, Firm's Registration No. 100227, as the Cost Auditor for the financial year ended March 31, 2024, and the Cost Audit Report when submitted by them, will be duly filed with the Ministry of Corporate Affairs.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, the matter relating to ratification of the remuneration payable to M/s. Diwanji & Associates as the Cost Auditor of the Company for the financial year ending March 31, 2025 is being placed at the 64th Annual General Meeting.

HEALTH, SAFETY AND ENVIRONMENT:

Health, Safety and Protection of the Environment are priority areas for the Company. The Company continues to put special emphasis on these areas, from conception and designing of new products, optimization of processes, to commercial manufacturing and delivery of goods to customers. Dai-ichi has successfully completed DNV-GL Periodic Recertification Audit of ISO 14001:2018 & ISO 45001:2018 and certificate has been awarded.

a) Health:

A special committee ensures good sanitation and hygienic conditions at the plant and canteen. Six monthly medical examinations are conducted for the employees who are working in hazardous areas. Health awareness trainings and programs are being conducted regularly. The occupational health center is functional, with a 24x7 male nurse, factory medical officer visits twice in a week.

b) Safety:

A GAP audit is being carried out to assess Responsible Care ("RC") logo by an outside expert agency. A requirement based action plan is being mapped and the process has started for departmental documentation strengthening with respect to the RC codes requirement.

Our MOC procedure has been strengthened with process risk analysis, conducted before any modification of equipment, followed by pre startup safety review.

Un-planned Mock drills are conducted on a quarterly basis which are twice the frequency of the regulatory requirement, so that we can ensure emergency preparedness of all employees. In addition, regular in class room exercises are conducted to train the employees.

A central safety committee meeting is being conducted on every alternate month which is twice the frequency of regulatory requirement. Safety observation trend analysis is being carried out through bar charts and pie-charts and a presentation is being shared during central safety committee meeting.

Every year safety week is celebrated from March 4 to March 10 during which competitions, lectures and training sessions are organized to inculcate and enforce the need for a safe working environment.

We have an elaborate firefighting system comprising of alarm systems, manual call points, sprinkler systems, and pressurized fire hydrant system to handle emergencies.

Our goal is to ensure a safe and healthy work environment for all employees through safe work practices.

c) Environment:

Regular environment monitoring is carried out to ensure pollution levels for air and water are below the specified limits required by the State Pollution Control Board. Strict adherence to environment rules is ensured by conducting regular inspections and environmental audits.

The Effluent Treatment Plant is equipped with SUF (submersible ultra-filtration) technology and treated effluent is used in various processes, thus supporting water conservation. In addition, vacuum pumps are being operated in closed loop circulation to minimize the water consumption. Our ETP operation is contractually operated with equipped monitoring laboratory facility operate to carry environment monitoring functions.

We have complied with all legal obligations concerning environment, health and safety. Our commitment to manufacturing of products in a safe and environmentally conscious manner is paramount.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo for F.Y. ended March 31, 2024, as required to be disclosed under the Act, is annexed as ‘Annexure III' LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loan or given any guarantee / security to any person.

Details of investment made by the Company are provided in the financial statements, under Investment Schedule.

DEPOSITS:

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, during the financial year ended March 31, 2024.

RELATED PARTIES TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year ended March 31, 2024, were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirement) Regulation 2015 ("Listing Regulations"). Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

As per the Regulation 23(4) of the Listing Regulations, the Company sought approval of Shareholders at the 63rd Annual General Meeting, by passing necessary resolution for Material Related Party Transactions for Sale of Goods to ChampionX Dai-ichi India Private Limited, to be entered from the conclusion of the 63rd Annual General Meeting (AGM) upto the date of the 64th AGM. The transactions for F.Y. 2023-24 were within the approved limits.

The approval of members is being sought for Material Related Party Transactions for Sale of Goods to ChampionX Dai-ichi India Private Limited at the ensuing AGM.

All the Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Details of Related Party Transaction Policy are provided in Corporate Governance Report.

ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return is hosted on the website of the Company - www.dai-ichiindia.com/investors .

CORPORATE GOVERNANCE:

In accordance with provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), a detailed report on Corporate Governance for the financial year ending on March 31, 2024, is included in the Annual Report. M/s. Vinod Kothari & Company, Practicing Company Secretaries, who are also the Secretarial Auditors of your Company, have certified that your Company is in compliance with the requirements of Corporate Governance in terms of Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy which identifies elements of risk and the measures to counter it. The policy is reviewed by the Board every year, at the first Board Meeting held after the commencement of the financial year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Vigil Mechanism/ Whistle Blower Policy of the Company to enable the Directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

Vigil Mechanism/ Whistle Blower Policy of the Company is available on the Company's website at www.dai-ichiindia.com/investors.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

During the financial year 2023-24, there were no complaints with allegations of any sexual harassment received or reported.

CREDIT RATING:

The Company's Banking loan facilities are rated by CRISIL Rating Limited (CRISIL). During the F.Y. 2023-24, CRISIL has reviewed our company's credit rating and has provided their review letter, wherein our short term rating is re-affirmed as CRISIL A4+ and the long term rating has been upgraded to CRISIL BB+/Stable.

UNPAID AND UNCLAIMED AMOUNTS OF DIVIDEND TO IEPF:

The dividend amount for the Financial Year 2016-17 remaining unclaimed shall become due for transfer to the Investor Education and Protection Fund established by the Central Government in terms of Section 124 of the Companies Act, 2013 on expiry of 7 (Seven) years from the date of its declaration.

The Company has sent reminders to all such Shareholders at their registered addresses for claiming the unpaid/unclaimed dividend, which will be transferred to IEPF in the due course, details of which are also uploaded on the website of the company www.dai-ichiindia.com/investors.

TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) ACCOUNT:

The Company has sent reminders to those Shareholders who have not claimed their dividend for consecutive period of 7 (Seven) financial years, at their registered addresses and newspaper advertisement was published for claiming such unclaimed and unpaid dividends. The Company, accordingly will transfer such shares to Investor Education and Protection Fund (IEPF), who have not claimed the dividend for consecutive period of 7 (Seven) years since dividend declared for the financial year 2016-17. The details of which are also uploaded on the website of the company at www.dai-ichiindia.com/investors.

The Company is in compliance with the aforesaid provisions and the IEPF Rules.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:

During the financial year under review, there are no significant and material orders passed by the regulators or courts or tribunals which impact the Company's going concern status and its operations in the future.

PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

ONE-TIME SETTLEMENT:

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India, as amended from time to time and notified by the Ministry of Corporate Affairs of India.

LISTING:

The Equity Shares of your company are presently listed on BSE Limited and the Company has paid the annual listing fees for the financial year 2024-25.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made by the employees of the Company at all levels. The Directors wish to convey their appreciation to the Banks, dealers and other business associates and the Shareholders for their continuous trust and support.

CAUTIONARY NOTE:

Certain statements in the Directors' Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.