Your Directors have pleasure in presenting the Fifty Fourth (54^th) Annual Report of Deepak Nitrite Limited ('DNL' or 'your Company' or 'the
Company') along with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2025. The Directors' Report has been
prepared on a standalone basis and the consolidated performance of the Company and its subsidiaries ('Deepak' or 'the Group') has been
referred to wherever required.

FINANCIAL RESULTS

Your Company's financial performance for the year ended March 31, 2025 is summarized below:

The FY 2024-25 unfolded against a complex backdrop marked by
geopolitical uncertainties, energy cost volatility, and continued
disruptions in global supply chains. It also presented opportunities,
as the China 1 strategy gained traction, leading global giants to
diversify sourcing to alternative regions including India. The year
witnessed tightening margins owing to pricing pressure caused
by Chinese aggression in the markets in India and elsewhere in
the World, subdued demand in certain agrochemicals—driven by
prolonged destocking.

Additionally, global crop prices, particularly wheat, corn, and
soybean, witnessed a sharp decline, largely due to record-high
wheat exports from Russia and increased grain shipments from
Ukraine. However, Deepak's agile operations, consistent plant
utilisation, and emphasis on process efficiencies allowed it to
maintain reliability and deliver on customer expectations. Strategic
investments in process improvements, cost control measures,

and supply chain agility supported margin stability and ensured
continuity in dynamic market conditions.

A key trend shaping the global chemical industry has been the
intensifying focus on sustainability, driving companies to invest in
green technologies, adopt circular economy models, and transition
to bio-based feedstocks in response to evolving customer demands
and environmental regulations that are increasingly becoming
more stringent. Combined with moderate global economic growth,
these dynamics have created a challenging yet transformative
period for the industry.

Also, Deepak's strong execution track record, manufacturing
expertise, deep customer relationships, and commitment to value-
added chemistry positioned it to ride on this shift successfully. At
the same time, the Company remained alert to external pressures,
including raw material cost swings and tightening environmental
norms, responding with proactive sourcing diversification,

operational optimization, and enhanced customer focus. For
India, despite these global headwinds, strong domestic demand
provided a crucial buffer.

Given this backdrop, Deepak reported a resilient performance
in FY 2024-25. The Company faced subdued demand in select
agrochemicals product due to sluggish global and domestic
consumption, accompanied by pressure on realisation due to
sustained dumping by Chinese suppliers. Despite these headwinds,
your Company ensured a concerted focus on capacity expansion,
both greenfield and brownfield, debottlenecking initiatives and
R&D investments, focusing on enhancing its portfolio of products,
registering better penetration towards geographies and customers.
The Company remains cautiously optimistic, citing opportunities
arising from global supply chain diversification and strong domestic
demand.

Deepak has been investing around R 2,000 Crores in various greenfield
projects which are being commissioned for manufacturing products
as backward and forward integration. Hence, these products are
potentially margin accretive. Looking ahead, DNL anticipates
a more favourable outlook given newer robust being added to
its product basket, driven by expected demand recovery. These
products are nitric acid, specialty chemicals, MIBK-MIBC (produced
from Acetone), larger capacity addition in hydrogenation and
nitration capabilities to take care of the Group's ambition towards
inclusion of product offering to its user industries.

Apart from the above, Deepak has obtained approval from its
Board as formal investment decision of R 8,500 Crores towards
investing into projects manufacturing Polycarbonate resins, Phenol
- Acetone. These projects are expected to be commissioned by
FY 2027-28.

With a strong focus on sustainability as evidenced by
strong capex pipeline, high TFS scores, cost leadership and
operational excellency, Deepak is well-positioned to strengthen
its competitive edge. While short-term volatility remains a
concern, your Company's robust domestic footprint, continuous
innovation in speciality chemicals and expansion initiatives
position it favourably to capitalize on India's growing role in the
global chemical market.

PERFORMANCE REVIEW
Standalone

DNL's fiscal year 2025 unfolded amidst a complex market landscape,
characterized by both challenges and strategic advancements.
Impact of deferred demand, volatile raw material costs and an
influx of supply from Chinese markets hampered its operational
performance. Despite these pressures, certain segments within the
Company's portfolio, notably dyes and pigments intermediates
among others, demonstrated resilience, contributing positively
to overall financial performance. This underscored the strength

of your Company's diversified product offerings and its ability to
navigate fluctuating market conditions.

During the year ended March 31, 2025, DNL's Total Revenue,
including Other Income, stood at R 2,676 Crores. Despite operating
challenges, your Company strategically allocated resources to high-
demand applications while awaiting a recovery in the agrochemical
sector. The Company leveraged its multi-purpose plants for
flexibility, ensuring efficient utilization of capacity. Throughout the
year, the commissioning of various debottlenecking initiatives led
to gains in production capacity for several key intermediates.

Simultaneously, the Company actively executed several key
initiatives aimed at securing long-term growth and enhancing its
market position. With the commitment to increased Research and
Development ('R&D') activity, a new R&D Centre is setup at Savli
near Vadodara. New Products in the area of Material Sciences are
also being considered based on core competencies of Deepak.

On performance front, your Company's EBITDA stood at R 441
Crores vs R 567 Crores in the previous year, Profit Before Tax (PBT)
came in at R 338 Crores, with Profit After Tax (PAT) reaching R 276
Crores. Depreciation and Finance Costs amounted to R 99 Crores
and R 4 Crores, respectively.

Domestic Revenue stood at R 1,385 Crores, while Export Revenue
came in at R 1,141 Crores, driven by targeted initiatives in favourable
markets. Your Company continued to prioritize wallet share
expansion and debottlenecking initiatives to enhance volumes
amid mixed industry sentiment.

Reinforcing its financial stability, credit rating agencies reaffirmed
DNL's ratings, citing its robust operational profile and diversified
product range. DNL's ability to sustain strong creditworthiness
despite market fluctuations underscored its disciplined financial
management and strategic resilience.

Looking ahead, DNL is strategically charting its path toward
becoming one of the most integrated and future-ready chemical and
petrochemical companies globally. The Company is strengthening
its foundation through expansion of its product portfolio, deeper
penetration into key markets, and consistent growth across its
core business segments, through new projects being done by its
subsidiary.

To meet evolving industry demands, the Company is actively
exploring new opportunities and adopting cutting-edge
technologies. These efforts are complemented by targeted
investments in capacity expansion and supply chain resilience,
ensuring the agility needed in a dynamic global environment.

DNL has successfully implemented SAP S4 HANA along with
various applications around Transport management, Customer

relationship management, Laboratory management, Weigh bridge
management, which has been a serious way forward towards
streamlining operations, improving inventory management, easing
out financial reporting and decision-making processes. This
integration of SAP S4 HANA and other applications as mentioned
above, enhances transparency, efficiency and transforms DNL into
a data-driven organization digitally.

Innovation, sustainability, and customer-centricity remain core to
DNL's approach. By embedding these principles into its operations
and executing key strategic projects, the Company is well-
positioned to bridge global demand-supply gaps and emerge as a
preferred partner for international customers—driving long-term,
sustainable growth and industry leadership.

Deepak Phenolics Limited

Deepak Phenolics Limited ('DPL'), a Wholly Owned Material
Subsidiary of your Company, is a cornerstone of India's phenolics
industry, headquartered in Vadodara, Gujarat. Since commissioning
its advanced manufacturing facility in Dahej, Gujarat, in November
2018, DPL has established itself as the country's leading producer
of Phenol, Acetone, Cumene, Alpha Methyl Styrene ('AMS') and
Isopropyl Alcohol ('IPA'). By leveraging locally sourced raw materials
like Benzene and Propylene, combined with an integrated
production setup, DPL ensures cost efficiency and operational
resilience.

During FY 2024-25, DPL recorded Revenues of 7 5,863 Crores
compared to 7 5,044 Crores in FY 2023-24. The Profit After Tax
increased by 25% to 7 591 Crores in FY 2024-25 as compared to 7 474
Crores in FY 2023-24. Despite the general levels of margin squeeze
in the global chemical sector (including Phenol, largely due to
economic slowdown in EU Zone and China coupled with capacity
addition in China), DPL improved its Revenue and EBITDA / EBIT
figures. This was primarily attributed to higher volumes, combined
with gains from operating leverage and process optimization,
though spread was compressed owing to higher input cost.

In terms of operational performance, DPL demonstrated
remarkable resilience and bucked the global trend with impressive
sales volumes. The volumes surged by 11%, providing a substantial
uplift to the overall performance. This volume growth enabled
DPL to set new production records for Cumene, Phenol, Acetone
and IPA. DPL capitalized on high utilization rates, keeping its
facility running at near-optimal capacity and harnessed operating
leverage. Process optimization efforts further enhanced efficiency,
allowing DPL to extract more value from its existing infrastructure.
Despite the headwinds from volatile raw material costs, DPL has
demonstrated resilient performance.

While demand for Phenol and Acetone grew steadily in India,
driven by industrial and consumer applications, global oversupply
put downward pressure on prices. DPL's ability to weather this
situation highlights its competitive edge, a domestic focus that

minimizes foreign exchange risks, high operational efficiency that
maximizes output and a diversified product mix that balances
market fluctuations. DPL continues to be favoured supplier to
various end user industries like - laminates, construction, pharma,
paint, adhesive, automobile, plastics etc. DPL's performance will
be augmented with further downstream products slated to be
manufactured by another Wholly Owned Material Subsidiary of
DNL i.e. Deepak Chem Tech Limited ('DCTL'), which shall result
in stronger integration and higher value creation for the Group.
Notable among these are the development of MIBC (Methyl
Isobutyl Carbinol) and MIBK (Methyl Isobutyl Ketone), which
utilize Acetone internally to produce high-value derivatives for
applications in coatings, mining, and chemical synthesis. These
initiatives not only boost captive consumption but also improve
profitability by shifting away from commodity-grade Acetone
sales.

DPL's Dahej facility is a model of modern industrial design,
characterized by a low thermal footprint and advanced automation.
Its ability to produce multiple products namely Phenol, Acetone,
Cumene, AMS and IPA under one roof provides flexibility and
economies of scale. In FY 2024-25, DPL's focus on efficiency was
evident in its record-breaking output, achieved through meticulous
process enhancements and a skilled workforce.

Further, during the year under review, DPL executed a 15-year
agreement with Petronet LNG for procuring 250,000 TPA of
Propylene and 11,000 TPA of Hydrogen through pipeline, which
will ensure a reliable, cost-effective and sustainable long term raw
material availability.

As of March 31, 2025, DPL stands as a resilient and agile entity within
the Group. Its ability to persistently achieve higher throughput, set
production records and maintain market share amid challenging
market dynamics underscores its operational strength. With
downstream projects like MIBC and MIBK (being undertaken at
Deepak Chem Tech Limited, a fellow subsidiary) gaining traction
and infrastructure enhancements progressing, DPL is deepening
its role as a value-added Phenolics producer. DPL's strategic
initiatives and robust financial health with liquid investments of
7 780 Crores, positions it well to navigate the evolving chemical
landscape, delivering consistent value to its parent company and
its stakeholders.

The successful implementation of SAP S4HANA in the previous
year has streamlined DPL's operations, improving inventory
management, financial reporting and decision-making processes.
This technological upgrade enhances transparency, efficiency and
makes DPL data-driven organization.

Deepak Chem Tech Limited

Deepak Chem Tech Limited ('DCTL'), another Wholly Owned
Material Subsidiary of DNL, is poised to capitalise on the thriving
opportunities in the Indian chemical industry in line with the

initiative, focusing on Advanced Intermediates and Speciality
Chemicals.

As was announced earlier, Deepak has been working on integrated
plants to manufacture advanced plastics e.g. Polycarbonate
('PC') resins and its compounds. Towards this, DCTL obtained
its Board's approval on November 13, 2024 to invest 7 5,000
Crores in a greenfield project to manufacture PC resins at Dahej,
Gujarat. This includes infrastructure capex also needed for the
facility. Accordingly, DCTL entered into agreements with Trinseo
Deutschland Anlagengesellschaft mbH and Trinseo Europe GmbH
for acquisition of PC manufacturing assets including all proprietary
equipment, having a capacity of 165,000 Metric Tonnes and PC
technology license, respectively. The PC manufacturing assets,
which are presently located at Stade, Germany, will be relocated
to India at Dahej and the PC manufacturing project is expected
to be commissioned by the fourth quarter of FY 2027-28. The
agreement also provides access to Trinseo's trademark CALIBRE™
for PC resins.

PC is amongst the most versatile engineering polymer finding
extensive applications in the automotive segment including
electric mobility, electronics & electrical, construction, appliances,
medical devices, and other sunrise sectors such as aerospace,
aviation, drones etc. Local availability of PC will be essential for
growing India's manufacturing base. Domestic production, along
with CALIBRE™ trademark's established credibility will support
an accelerated approval cycle for new and existing consumers
in India where annual imports of PC and its compounds already
account for around 4,00,000 MT.

PC is a natural choice to begin the downstream integration in
Phenolics value chain and aligns with Deepak's strategy to become
an integrated manufacturer of PC from the basic building blocks of
Benzene and Propylene.

In order to strengthen PC operations, and DCTL's commitment in
building a sustainable and efficient manufacturing ecosystem,
the Board of Directors recently approved to undertake project
for manufacturing 300 KTA of Phenol, 185 KTA of Acetone and
100 KTA of IPA including greenfield infrastructure capex for an
aggregate investment of about 7 3,500 Crores. Phenol is used as
a key raw material in pre-cursor intermediate of Polycarbonate.
This proposed capacity is over and above the existing capacities of
Phenol, Acetone and IPA under DPL. The new capacities of Phenol
and Acetone would be ultimately integrated to produce PC. Once
the PC manufacturing project is set-up, Deepak will be one of the
most integrated producer of PC from the above new capacities of
Phenol and Acetone.

The Board of DCTL also approved investment of around 7 220
Crores to manufacture a key agrochem intermediate towards
the Group's foray into Speciality Flouro Chemicals. This project is
expected to be commissioned by end of the financial year.

FY 2024-25 marked a pivotal year for DCTL, characterized by large-
scale investments and preparations for the commencement of
multiple manufacturing units at Dahej and Nandesari. It was also the
first full year of operations for DCTL, following the commissioning
of BTF plant in March 2024. The year witnessed significant step in
financial management and greenfield project execution. DCTL is to
commission its Nitric Acid Plant at Nandesari and MIBK/MIBC and
Hydrogenation/Nitration plant at Dahej starting Q2 and over Q3
FY 2025-26. Operations team for the project were onboarded in
advance of plant startup.

During FY 2024-25, DCTL reported a Loss of 7 44.54 Crores, compared
to 7 7.69 Crores in the previous fiscal year. The higher loss was
primarily due to the early phase of operations and the significant
capital expenditure incurred for infrastructure development and
production readiness. Total Revenue for the year stood at 7 11.80
Crores, driven by the sale of BTF and Heat Treatment Powder and
Other Income. Though modest, these figures represent the initial
phase of commercial operations and lay a strong foundation
for future revenue growth, especially as additional product lines
become operational.

Consolidated

FY 2024-25 presented a dynamic operating environment
characterized by global inventory destocking, geopolitical
uncertainties, commodity price fluctuations, and foreign exchange
volatility. These factors posed challenges to the Company's
consolidated financial performance. However, Deepak's unwavering
commitment to operational excellence, asset optimization, and
disciplined business controls enabled it to mitigate risks effectively.
Through proactive customer engagement and a strengthened
market position, Deepak maintained or expanded its leadership
across key product segments, capitalizing on the growing demand
and India's import substitution initiatives.

Phenolics continued to be a key driver of consolidated revenue,
particularly in the production of Phenol, Acetone and IPA. Strong
and consistent domestic demand for Phenolics' products provided
operational stability and reinforced its strategic significance within
the Group. The subsidiary's performance remains closely linked to
the overall growth trajectory of Deepak highlighting its role in the
integrated value chain.

Despite market headwinds, the Company upheld its strong
financial standing, with credit rating agencies regularly assessing its
consolidated operations. While strategic capital expenditures may
temporarily impact credit metrics, the Company has historically
maintained a prudent financial structure with minimal debt. Its
disciplined approach to financial management and judicious
investments continue to support its long-term growth aspirations
while ensuring financial stability.

As part of its commitment to sustained growth, significant
strategic investments were made during the year. Key

initiatives included the expansion of the fluorination plant, and
establishment of a state-of-the-art Research & Development
centre. These investments are aligned with Deepak's vision of
enhancing supply chain resilience, reducing import dependence
and fostering technological advancements to maintain its
competitive edge.

In terms of financial performance, the Consolidated Total Income
for the year stood at 7 8,366 Crores, up 8% compared to 7 7,758
Crores in the previous year. Growth was primarily driven by the
strong performance of the Phenolics segment, which benefited
from higher volumes. EBITDA for the year amounted to 7 1,176
Crores, down 2% from 7 1,199 Crores in FY 2023-24, primarily due
to compressed spread caused by higher input cost. However,
operational efficiencies, cost optimization measures, increased
volumes which contributed to overall profitability. The plant
operations at DPL have been more than 165% of capacity
utilisation. Essentially, in times of compressed spread, Deepak has
intensified its focus on cost optimization and operational efficiency
to mitigate input cost pressures and protect profitability, showing a
resilient performance.

Despite industry - wide challenges such as inventory destocking
and sluggish demand in certain markets, Deepak proactively
expanded its customer base, explored new markets, and increased
market share. High utilization levels across key business segments,
particularly in Phenolics, further supported sustainable revenue
growth.

Profit Before Tax (PBT) stood at 7 953 Crores compared to 7 1,022
Crores in FY 2023-24 (excluding Exceptional Item of 7 79.80 Crores),
while Profit After Tax (PAT) was 7 697 Crores. Despite macroeconomic
uncertainties, Deepak showed resilient performance, driven by
increased turnover, high level operational efficiency, effective cost
management. Geographically, Domestic Revenues stood at 7 6,923
Crores, while Export Revenues stood at 7 1,359 Crores.

Deepak continues to maintain a robust financial position, with
a Consolidated Net Worth of 7 5,389 Crores as of March 31, 2025.
Additionally, significant liquid investments further strengthen
the financial resilience. To enhance operational efficiencies and
streamline processes, Deepak has embarked on an extensive digital
transformation journey, including SAP implementation and other
enterprise solutions. These digital initiatives are expected to drive
better operating decisions and improve overall performance.

Looking ahead, Deepak has outlined an ambitious project pipeline.
In the first phase, it is in commissioning phase of various plants as
aforementioned and in the second phase, Deepak is in the process
of implementing manufacturing facilities to manufacture PC resins,
Phenol-Acetone, I PA. The construction of a state-of-the-art R&D
center in Vadodara further underscores dedication to innovation
and global competitiveness. These initiatives are expected to

position Deepak for sustained long-term growth and industry
leadership.

Despite macroeconomic challenges, Deepak remains well-prepared
to balance short-term market pressures with long-term strategic
initiatives. Deepak's unwavering focus on innovation, operational
efficiency, and financial prudence will be instrumental in navigating
the evolving market landscape and delivering consistent value to
stakeholders.

DECLARATION AND PAYMENT OF DIVIDEND

The Board of Directors of your Company has, considering
profitability of your Company during FY 2024-25, decided to
maintain the same rate of Dividend as in the previous year and
hence recommended a Dividend of 7 7.50 (Rupees Seven and
Paise Fifty only) per Equity Share of face value of 7 2.00 (Rupees
Two only) each i.e. 375%. The Dividend on 13,63,93,041 Equity
Shares, if approved by the Members at the 54^th Annual General
Meeting, would involve a total outgo amount of 7 102.29 Crores,
resulting in a Dividend Payout of 37.01% of the Standalone Profit
After Tax of the Company. The payment of Dividend is now subject
to taxation and the Company is mandated to deduct tax at source
from the dividend paid to Members, as per the rates prescribed in
the Income Tax Act of 1961.

RECORD DATE

The Company has fixed Monday, August 4, 2025 as the “Record
Date” for the purpose of determining the entitlement of Members
to receive Dividend for FY 2024-25.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosures Requirements), Regulations, 2015 ('Listing Regulations'),
the Board of Directors of the Company has formulated and adopted
the Dividend Distribution Policy, which aims to maintain balance
between profit retention and a fair, sustainable and consistent
distribution of profits among its Members. The said Policy is
available on the Company's website and can be assessed at the link
https://www.godeepak.com/wp-content/uploads/2023/11/DNL_
Dividend-Distribution-Policy.pdf.

UNCLAIMED DIVIDENDS

In terms of the provisions of Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 during
the year ended March 31, 2025, an amount of 7 12,50,930/- (Rupees
Twelve Lakhs Fifty Thousand Nine Hundred and Thirty only)
towards unpaid / unclaimed Dividends pertaining to FY 2016-17,
were transferred to the Investor Education and Protection Fund
Account.

SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the
Company as on March 31, 2025, is 7 27.28 Crores, comprising ol
13,63,93,041 Equity Shares of face value of 7 2.00 (Rupees Two
only) each. The Company has not issued any Equity Shares during
FY 2024-25. There was no change in the Equity Share Capital of the
Company during FY 2024-25.

TRANSFER TO RESERVES

The Board of Directors do not propose to transfer any amount
of Profits as appearing in the Statement of Profit and Loss of the
Company for the year ended March 31, 2025 to Reserves.

FINANCE

Your Company maintains a strategic focus on achieving a balanced
capital structure across its consolidated operations, emphasizing
efficient working capital management while adhering to stringent
criteria and maintaining a prudent level of debt. Through the
implementation of enhanced working capital management
practices, DNL carries a relatively small and manageable debt load
given its size, for the fiscal year under review, maintaining your
Company's commitment to financial prudence and operational
excellence.

DNL leverages its strong credit ratings to secure cost-effective
financing, reducing borrowing expenses. A skilled team manages
foreign exchange exposure, ensuring currency risk mitigation and
financial stability. With low net debt and solid interest coverage,
the Company continues to demonstrate disciplined capital
management. Thanks to proactive financial strategies, the Company
has efficiently managed its cash flows.

Overall, your Company remains positioned as a formidable
player in the industry, driven by a commitment to delivering
high-quality products supported by a robust product mix.
ICRA Limited's recent reaffirmation of your Company's strong
credit ratings, including [ICRA] AA for long-term and [ICRA]
A1 for short-term ratings, underscores the confidence in your
Company's financial health.

Moreover, the positive outlook provided for both DNL and its
Wholly Owned Subsidiary, Deepak Phenolics Limited, reflects
optimism regarding future prospects. Similarly, Deepak Chem Tech
Limited was also awarded with a rating of [ICRA] A for long-term,
showcasing strength of projects in the very first year.

DIRECTORS

As on March 31, 2025, your Company has twelve (12) Directors
with an optimum combination of Executive and Non-Executive
Directors. The Board comprises of eight (8) Non-Executive Directors,
out of which six (6) are Independent Directors including one (1)
woman Independent Director.

RE-APPOINTMENT OF DIRECTORS RETIRING BY
ROTATION

The Members of the Company at their 53^rd Annual General Meeting
held on August 6, 2024, approved the re-appointment of Shri Ajay C.
Mehta (DIN:00028405) and Shri Meghav Mehta (DIN:05229853), who
were retiring by rotation at the 53^rd Annual General Meeting and
being eligible had offered themselves for re-appointment, as the
Non - Executive Directors, liable to retire by rotation.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 ('the Act'), Shri Sanjay Upadhyay
(DIN:01776546) and Shri Maulik Mehta (DIN:05227290) will
be retiring by rotation at the 54^th Annual General Meeting of
the Company and being eligible, have offered themselves for
re-appointment.

Brief resume, nature of expertise, disclosure of relationship
between Directors inter-se, details of directorships and committee
membership held in other companies of the Directors proposed to
be appointed / re-appointed along with their shareholding in the
Company, remuneration, terms and conditions of appointment
etc., as stipulated under Secretarial Standard 2 and Regulation
36 of the Listing Regulations, is appended as an Annexure to the
Notice of the 54^th Annual General Meeting.

INDEPENDENT DIRECTORS

Shri Sanjay Asher, Smt. Purvi Sheth, Shri Dileep Choksi, Shri Punit
Lalbhai, Shri Vipul Shah are Independent Directors on the Board of
your Company.

Cessation

Shri Prakash Samudra (DIN:00062355) has ceased to be an
Independent Director of the Company, upon his resignation due
to his personal reasons. The resignation took effect from close of
business hours on April 9, 2025.

Shri Sanjay Asher (DIN:00008221) and Smt. Purvi Sheth
(DIN:06449636) will cease to be Independent Directors of the
Company with effect from June 28, 2025, upon completion of their
second term.

Appointment / Re-appointment

Shri Punit Lalbhai (DIN:05125502) and Shri Vipul Shah
(DIN:00174680), Independent Directors of the Company will be
completing their first term on August 7, 2025. In accordance with
Part D of Schedule II of the Listing Regulations and based on
the report of performance evaluation of Shri Punit Lalbhai and
Shri Vipul Shah, the extension of their term of the appointment as
Independent Directors of the Company, was recommended by the
Nomination and Remuneration Committee.

Further, due to resignation of Shri Prakash Samudra and ensuing
completion of second term by Shri Sanjay Asher and Smt. Purvi

Sheth and in accordance with Regulation 17 (1E) of Listing
Regulations, your Company has obtained following approvals from
Members of the Company by way of Special Resolutions passed on
May 25, 2025, through Postal Ballot:

• Appointment of Dr. Arvind Nath Agrawal (DIN:00193566) as
an Independent Director of the Company for the first term of
three (3) consecutive years, with effect from June 28, 2025.

• Appointment of Ms. Bhumika Batra (DIN:03502004) as an
Independent Director of the Company for the first term of
three (3) consecutive years, with effect from June 28, 2025.

• Appointment of Shri Mahesh Ramchand Chhabria
(DIN:00166049) as an Independent Director of the Company
for the first term of three (3) consecutive years, with effect
from June 28, 2025.

• Re-appointment of Shri Punit Lalbhai (DIN:05125502) as an
Independent Director of the Company for the second term of
three (3) consecutive years, with effect from August 8, 2025.

• Re-appointment of Shri Vipul Shah (DIN:00174680) as an
Independent Director of the Company for the second term of
three (3) consecutive years, with effect from August 8, 2025.

All the Independent Directors of the Company have submitted
their declarations to the Company under Section 149(7) of the Act
that they meet the criteria of independence as provided under
Schedule IV and Section 149(6) of the Act read with Regulation
16(1)(b) of the Listing Regulations. There has been no change in
the circumstances affecting their status as Independent Directors
of the Company. The Independent Directors of the Company have
confirmed that they have enrolled themselves in Independent
Directors Data Bank maintained with the Indian Institute of
Corporate Affairs (IICA) in terms of Section 150 of the Act read
with Rule 6(2) of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

During the year under review, the Company had no pecuniary
relationship or transactions with its Independent Directors, except
for sitting fees, reimbursement of meeting related expenses,
and Commission on Net Profits as approved by Members of the
Company, in accordance with the Act and Listing Regulations.

In compliance with the Act, a separate meeting of Independent
Directors was held on March 10, 2025, without the presence of
management, to evaluate the performance of the Chairperson,
Non-Independent Directors and the Board as a whole, and to
assess the quality, quantity, and timeliness of information flow
between management and the Board. All Independent Directors
attended the said meeting.

BOARD EVALUATION AND CRITERIA FOR EVALUATION

In compliance with the Act and Listing Regulations and based on
the Nomination and Remuneration Committee's recommendation,
the Board adopted a Performance Evaluation Policy outlining
criteria for evaluating the performance of the Board, its Committee
and individual Directors, including Independent Directors. The
Board has carried out an annual evaluation of its own performance,
its Committee and individual Directors, based on the criteria as
provided in the Performance Evaluation Policy.

At the meeting of Board of Directors held on May 28, 2025, the
performance of Independent Directors was assessed by the Board
excluding the Independent Director being evaluated.

Based on such evaluation, the Board is of the view that all Independent
Directors are having thorough knowledge, expertise and experience
in their respective areas and possess very good understanding of
the Company's business and the general economic environment.
They devote quality time and full attention to understand key issues
relating to business of the Company and advise on the same which
improved governance standards within the Company.

The criteria for evaluation of performance of Independent Directors
are:

• Relevant Knowledge, Expertise and Experience.

• Devotion of time and attention to the Company's long term
strategic issues.

• Addressing the most relevant issues for the Company.

• Discussing and endorsing the Company's strategy.

• Professional Conduct, Ethics and Integrity.

• Understanding of Duties, Roles and Functions as Independent
Director.

Further, the Board, after soliciting inputs from Committee members,
evaluated the Committees' performance and affirmed their optimal
composition, comprising requisite Independent Directors and well-
defined terms of reference. The Committees rigorously deliberated
on critical business, operational and governance matters, offering
substantive recommendations. The Directors endorsed the
robustness of the evaluation process.

KEY MANAGERIAL PERSONNEL

In compliance with Section 203 of the Act read with Rule 8 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, following persons are the Key Managerial
Personnel of your Company:

1. Shri Deepak C. Mehta (DIN:00028377), Chairman & Managing
Director

2. Shri Maulik Mehta (DIN:05227290), Executive Director & Chief
Executive Officer

3. Shri Sanjay Upadhyay (DIN:01776546), Director (Finance) &
Group CFO

4. Shri Girish Satarkar (DIN:00340116), Executive Director

5. Shri Somsekhar Nanda, Chief Financial Officer

6. Shri Arvind Bajpai, Company Secretary

During the year under review, there has been no change in the Key
Managerial Personnel of the Company.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES
OF THE BOARD

During FY 2024-25, four (4) meetings of the Board of Directors were
held. The details of these meetings and Directors' attendance
are provided in the Corporate Governance Report, which forms
part of this Report. As per the requirement of the Act and Listing
Regulations, the interval between two (2) meetings of Board
of Directors and Audit Committee did not exceed one hundred
and twenty (120) days. The composition, terms of reference, and
number of meetings of the Board Committees during the year are
also detailed in the Corporate Governance Report.

All recommendations made by the Committees during FY 2024-25
were duly accepted by the Board.

AUDIT COMMITTEE

The Audit Committee comprised of three (3) members and all the
members are Independent Directors.

Shri Dileep Choksi is the Chairman of the Audit Committee.
Shri Sanjay Asher and Shri Vipul Shah are members of the
Committee. During the year under review, four (4) meetings of the
Audit Committee were held.

The purpose of Audit Committee is to oversee the accounting
and financial reporting process of the Company, the audits of
the Company's Financial Statements and the appointment,
independence and performance of the Statutory Auditors,
Secretarial Auditors and the Internal Auditors.

The terms of reference of the Audit Committee, details of meetings
held during the year and attendance of members of the Audit
Committee are provided in the Corporate Governance Report,
which forms part of this Report.

There were no instances where the recommendations of the Audit
Committee were not accepted by the Board.

AUDITORS OF THE COMPANY:

a) STATUTORY AUDITORS:

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm
Registration No.: 117366W/ W-100018) were re-appointed as

Statutory Auditors of your Company at the 51^st Annual General
Meeting of the Company held on August 3, 2022, to hold
office as the Statutory Auditors for a second term of five (5)
consecutive years from the conclusion of 51^st Annual General
Meeting upto the conclusion of 56^th Annual General Meeting of
the Company to be held in the FY 2027-28.

During the year, the Statutory Auditors have confirmed
that they are not disqualified from being continued as the
Statutory Auditors of the Company and satisfy the prescribed
eligibility Criteria.

b) SECRETARIAL AUDITORS:

In terms of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended,
the Board of Directors at their meeting held on May 28, 2025,
have recommended to the Members of the Company for
their approval, the appointment of KANJ & Co. LLP, Company
Secretaries, (Firm Registration No. P2000MH005900 and
having Peer Review No. 6309/2024) as Secretarial Auditors of
the Company for a term of five (5) consecutive years, to carry
out the Secretarial Audit of your Company from FY 2025-26 to
FY 2029-30.

KANJ & Co. LLP, Company Secretaries have confirmed that they
are not disqualified from being appointed as the Secretarial
Auditors of the Company and satisfy the prescribed eligible
criteria.

The above proposal and related information forms part of
the Notice convening 54^th Annual General Meeting of the
Company.

c) COST AUDITORS:

The Company is required to prepare, maintain and have its
cost records audited by a Cost Accountant as per Section
148(1) of the Act read with the Companies (Cost Records and
Audit) Rules, 2014.

The Board of Directors, at their meeting held on May 28,
2025, on the recommendation of the Audit Committee,
has re-appointed B. M. Sharma & Co., Cost Accountants
(Firm Registration No. 00219) as the Cost Auditors of your
Company for FY 2025-26 at a remuneration of 7 8,50,000/-
(Rupees Eight Lakhs Fifty Thousand only) plus applicable
taxes and out of pocket expenses. B. M. Sharma & Co., Cost
Accountants being eligible, have consented to act as Cost
Auditors of the Company.

As required under provisions of the Act, the remuneration of
Cost Auditors as approved by the Board of Directors is subject
to ratification by the Members at the 54^th Annual General
Meeting of the Company. An Ordinary Resolution for the
ratification of remuneration of Cost Auditors for FY 2025-26 is

provided in the Notice convening 54^th Annual General Meeting
for approval by the Members. Your Directors recommend the
same for approval by the Members.

The Cost Auditors have confirmed that they are not
disqualified from being appointed as the Cost Auditors of the
Company and satisfy the prescribed eligiblity criteria.

The Cost Audit Report for FY 2024-25 will be filed within the
prescribed period of 180 days from the end of the Financial
Year.

d) INTERNAL AUDITORS

Based on the recommendation of Audit Committee, the
Board of Directors, at their meeting held on May 28, 2025,
re-appointed Sharp & Tannan Associates, Chartered
Accountants, (Firm Registration No. 109983W) as Internal
Auditors to conduct the Internal Audit for FY 2025-26. The
Internal Auditors present their findings and status updates to
the Audit Committee on a quarterly basis.

AUDITORS’ REPORT

a) STATUTORY AUDITOR’S REPORT

The observations made in the Statutory Auditor's Report of
Deloitte Haskins & Sells LLP, Chartered Accountants, for the
year ended March 31, 2025, read together with relevant notes
thereon are self- explanatory and hence do not call for any
comments.

There was no qualification, reservation, adverse remark
or disclaimer by the Statutory Auditors in their Report. For
FY 2024-25, the Auditors have not reported any instances
of fraud under Section 143(12) of the Act and therefore
disclosure of details under Section 134(3)(a) of the Act is not
applicable.

b) SECRETARIAL AUDITOR’S REPORT

The Secretarial Audit Report of KANJ & Co. LLP, Company
Secretaries, Pune, for the year ended March 31, 2025 in Form
MR-3 is annexed as Annexure - A, which forms part of this
Report.

The Secretarial Audit Report and the Secretarial Compliance
Report for FY 2024-25, does not contain any qualification,
reservation or adverse remark. During FY 2024-25, the
Secretarial Auditors have not reported any instances of fraud
under Section 143(12) of the Act and therefore disclosure of
details under Section 134(3) (a) of the Act is not applicable.

c) SECRETARIAL AUDIT REPORT OF MATERIAL
UNLISTED SUBSIDIARY COMPANIES

In accordance with Regulation 24(1) of the Listing Regulations,
the Secretarial Audit Report of Deepak Phenolics Limited

('DPL'), a material unlisted Wholly Owned Subsidiary, has
been annexed to this Report as Annexure-B as per Listing
Regulations. The Secretarial Audit of DPL for the year ended
March 31, 2025 was conducted by Samdani Shah & Kabra,
Company Secretaries, Vadodara, (Firm Registration No.
P2008GJ016300). The Secretarial Audit Report confirms
that DPL has complied with all applicable provisions of the
Act, Rules, Regulations, and Guidelines, with no instances
of deviation or non-compliance. The said Report does not
contain any qualification, reservation, adverse remark or
disclaimer.

The Secretarial Audit of Deepak Chem Tech Limited ('DCTL'),
another Wholly Owned Material Subsidiary, was conducted by
Samdani Shah & Kabra Associates, Vadodara (Firm Registration
No. P2008GJ016300), for the year ended March 31, 2025. The
Secretarial Audit Report confirms DCTL's compliance with the
provisions of the Act, Rules, Regulations, and Guidelines, with
no instances of deviation or non-compliance. In line with the
Listing Regulations, the Secretarial Audit Report of DCTL is
annexed to this Report as Annexure-C. The said Report does
not contain any qualification, reservation, adverse remark or
disclaimer.

d) Cost Audit Report

The Cost Audit Report issued by B. M. Sharma & Co., Cost
Accountants, does not contain any qualification, reservation,
adverse remark or disclaimer. During FY 2024-25, the Cost
Auditors have not reported any instances of fraud under
Section 143(12) of the Act and therefore disclosure of details
under Section 134(3)(a) of the Act is not applicable.

RISK MANAGEMENT

The core objective of your Company's Risk Management framework
is to:

• Enhance value creation in an evolving and uncertain business
landscape.

• Strengthen corporate governance and promote a culture of
risk awareness.

• Proactively address stakeholder expectations through a
structured Risk Assessment process.

• Improve organizational resilience and drive long-term
sustainable growth.

Pursuant to Regulation 21 of the Listing Regulations, your Company
has a duly constituted Risk Management Committee that operates
under the guidance of the Board of Directors. The Risk Management
Committee monitors the risks and their mitigation actions as well
as formulating strategies towards identifying new and emerging
risks. Further, the Board is apprised of any actual/emerging risk that
may threaten or impact the long-term plans of the Company.

Your Company has established a comprehensive Enterprise Risk
Management framework and policy that seeks to minimise the
adverse impact on business objectives, capitalise on opportunities
and is consistently applied across the organization. This framework
aligns with internationally recognized best practices, including
COSO and ISO 31000, and has been tailored to suit your Company's
business environment. It encompasses a broad spectrum of risks
-related to strategic, business, operations, financial, compliance
and reputation, each of which may have internal and external
dimensions. Hence, appropriate risk indicators are used to identify
these risks. Your Company leverage key risk indicators to proactively
identify and assess potential threats, ensuring that risk responses
consider the interests of all critical stakeholders.

To further strengthen governance, the Chief Financial Officer of the
Company also serves as the Chief Risk Officer and is responsible for
identifying, measuring, monitoring, mitigating, and reporting risk
exposures to the Risk Management Committee.

Your Company uphold a balanced risk appetite, enabling it
to pursue growth while maintaining strong risk controls. Its
approach is driven by a commitment to environmental and social
responsibility, ethical governance, regulatory compliance, agility in
innovation, operational resilience and financial prudence.

Further details on the Risk Management Committee and its role are
provided in the Corporate Governance Report, which forms part of
this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has a robust Internal Control system, aligned with the
requirements of Section 134(5)(e) of the Act, designed to match the
scale, complexity, and operational needs of the business. The Audit
Committee, composed of professionally qualified Directors, plays
a pivotal role in ensuring the integrity of financial and operational
controls. It actively engages with the Statutory Auditors, Internal
Auditors and Management to oversee and strengthen the Internal
Control environment.

A comprehensive and well-structured Internal Control framework is
implemented that ensures:

• Authorization, accuracy, and accountability in financial
transactions.

• Proper recording and reporting of financial data.

• Protection of assets from unauthorized use or
misappropriation.

• Implementation of operational and fraud risk controls across
all financial processes.

Internal Financial Control Framework

The Internal Financial Control ('IFC') framework is structured to
strengthen financial governance and ensure the accuracy and
reliability of financial and operational reporting, in line with the
requirements of Section 134(5)(e) and Schedule IV and other
relevant provisions of the Act and Listing Regulations. This
includes:

• Documented policies, guidelines, and procedures for effective
financial management.

• Identification and assessment of key financial risks and
controls across all critical processes.

• Robust and continuous internal monitoring mechanisms

• Independent validation by Internal Auditors to assess the
efficiency of IFC mechanism.

• Standard Operating Procedures, policies and authorities to
guide the operations of business.

The Statutory Auditors' Report includes an independent
assessment of the Company's Internal Financial Controls over
Financial Reporting, reinforcing transparency and accountability.

To uphold objectivity and independence, the Internal Auditor
reports directly to the Chairperson of the Audit Committee.

The Audit Committee defines the scope and authority of the
Internal Auditor, ensuring:

• Ongoing monitoring and evaluation of Internal Control
systems.

• Compliance with operating procedures, accounting policies
and regulatory requirements across all Company locations
and its subsidiaries.

• Identification of process gaps and implementation of
corrective actions to strengthen Internal Controls.

• Scrutiny and approval of Related Party Transactions to ensure
fairness and transparency.

Internal audit findings are reviewed and process owners take
corrective measures in their respective areas to enhance control
mechanisms. Significant audit observations and corrective actions
are periodically reported to the Audit Committee for review and
strategic oversight.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to provisions of Section 177(9) of the Act, read with
Regulation 22(1) of the Listing Regulations, your Company has
adopted a Whistle Blower Policy ('Policy'), to provide a formal vigil
mechanism to the Directors and employees to report their concerns
about unethical behaviour, including actual or suspected leak of

unpublished price sensitive information, actual or suspected fraud
or violation of the Company's Code of Conduct.

The Policy provides for adequate safeguards against victimization
of employees and also provides direct access to the Chairman of the
Audit Committee in certain cases. It is affirmed that no personnel of
the Company was denied access to the Audit Committee.

The Whistle Blower Policy is available on the Company's website at
https://www.godeepak.com/wp-content/uploads/2023/11/DNL_
Whistle-Blower-Policy.pdf.

DEPOSITS FROM PUBLIC

No deposits were accepted from the public during the year ended
March 31, 2025 and no amount on account of principal or interest
on deposits from the public was outstanding as on March 31, 2025.

RELATED PARTY TRANSACTIONS

Your Company has a well-defined process of identification of
Related Parties including transactions with Related Parties, its
approval and review process.

The Board of Directors has formulated a policy on materiality
of Related Party Transactions and on dealing with Related Party
Transactions ('RPT Policy') that defines material modifications to
Related Party Transactions and includes clear threshold limits. The
RPT Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all the transactions between
the Company and its Related Parties. During the year, the Board
of Directors at their meeting held on February 13, 2025 reviewed
and amended the RPT Policy as required under Regulation 23 of
the Listing Regulations. The RPT Policy can be accessed on the
Company's website at www.godeepak.com.

During FY 2024-25, all Related Party Transactions entered by
the Company with Related Parties (including any material
modifications thereof), were on an arm's length basis and most
of such transactions were in the ordinary course of business and
were carried out with prior approval of the Audit Committee. Prior
approval of the Audit Committee was obtained periodically for the
transactions which were planned and/or repetitive in nature and
omnibus approvals were also taken as per the policy laid down for
unforeseen transactions. All Related Party Transactions that were
approved by the Audit Committee were reviewed by the Committee
on quarterly basis.

All Related Party Transactions are also subjected to independent
review by the Internal Auditors of the Company to ensure
compliance with the requirement of Related Party Transactions
under the Act and Listing Regulations.

During FY 2024-25, there was no material significant Related
Party Transactions entered into by the Company and hence, no
information is required to be provided as prescribed under Section
134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2. Details of Related Party Transactions
entered into by the Company, have been disclosed in the Notes
to the Standalone and Consolidated Financial Statements, which
forms part of this Integrated Report.

As required under the provisions of Listing Regulations, the
Company submits details of all Related Party Transactions in the
prescribed format to the Stock Exchanges on a half-yearly basis.

SUBSIDIARY / ASSOCIATE COMPANIES AND
CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to approval granted by the Board of Directors on May 20,
2024, your Company completed the acquisition of 10,000 Equity
Shares of F 10/- each of OXOC Chemicals Limited on August 9,
2024, for a total consideration of F 1,00,000/-, thereby making it
a Wholly Owned Subsidiary of your Company. The main object of
OXOC Chemicals Limited include manufacturing of Polycarbonate
('PC') resins and compounds. This acquisition was with a view
to expedite Deepak's foray into PC compounding business.
Subsequently, the name of OXOC Chemicals Limited was changed
to Deepak Advanced Materials Limited ('DAML') with effect from
November 18, 2024. DAML is producing PC compounds at its
facility in Savli, Vadodara, Gujarat, for electronic and mobility
sectors.

Further, Deepak Chem Tech Limited, a material Wholly Owned
Subsidiary of the Company, entered into a Share Purchase
Agreement on May 31, 2024 and acquired 1,49,10,070 Equity Shares
of F 10/- each, representing 100% of paid-up Equity Share Capital,
from the shareholders of Narmada Thermal Power Private Limited
('NTPPL'), for a total consideration of F 61.65 Crores. Consequently,
NTPPL became step down Wholly Owned Subsidiary of your
Company. NTPPL is not carrying on any business however, it has
an industrial land admeasuring about 125 acres, which would be at
disposal of Deepak for setting up future projects.

As on March 31, 2025, your Company has following seven (7)
subsidiaries:

• Deepak Phenolics Limited

• Deepak Chem Tech Limited

• Deepak Advanced Materials Limited

• Deepak PMC Limited

• Narmada Thermal Power Private Limited

• Deepak Nitrite Corporation Inc.

• Deepak Oman Industries (SFZ) LLC

As required under Rule 8(1) of the Companies (Accounts) Rules,
2014, the Director's Report has been prepared on a Standalone
basis. Pursuant to requirement of Section 136 of the Act, which
has exempted companies from attaching the financial statements
of the subsidiary companies along with the Annual Report of the
company, your Company will make available the Annual Financial
Statements of subsidiary companies and the related detailed
information to any Member of the Company on receipt of a written
request from them at the Registered Office of the Company.
The Annual Financial Statements of subsidiary companies will
also be kept open for inspection at the Registered Office of the
Company on any working day during business hours. These are
also available on the website of your Company at www.godeepak.
com. The Consolidated Financial Statements of the Company and
its subsidiaries, prepared in accordance with Indian Accounting
Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015 ('Ind AS'), forms part of the Annual Report
and are reflected in the Consolidated Financial Statements of the
Company.

There was no company which has ceased to be subsidiary or
associate of your Company during the year ended March 31, 2025.

Your Company has adopted a Policy for determining Material
Subsidiaries in terms of Regulation 16(1)(c) of the Listing
Regulations duly approved by the Board of Directors and can be
accessed on the Company's website at www.godeepak.com.

PERFORMANCE OF SUBSIDIARIES

(a) Deepak Phenolics Limited

Deepak Phenolics Limited ('DPL'), is a Wholly Owned Material
Subsidiary of your Company. DPL is engaged in the business
of manufacturing Phenol, Acetone, Cumene, Alpha Methyl
Styrene and Iso Propyl Alcohol at its state-of-the-art facility
at Dahej in the state of Gujarat. The detailed performance of
DPL is provided under the section Performance Review of this
Report.

(b) Deepak Chem Tech Limited

Deepak Chem Tech Limited ('DCTL'), a Wholly Owned Material
Subsidiary of your Company is implementing projects for
manufacturing various intermediate chemical products. The
detailed performance of DCTL is provided under the section
Performance Review of this Report.

During the year under review, additional investments of
7 383.50 Crores were made in DCTL by your Company and the
paid-up Share Capital of DCTL as at March 31, 2025 was 7 923
Crores divided into 49,95,00,000 Equity Shares of 7 10/- each
and 4,23,50,000 Preference Shares of 7 100/- each.

(c) Deepak Advanced Materials Limited

Deepak Advanced Materials Limited (formerly known as OXOC
Chemicals Limited) ('DAML'), incorporated on February 5,

2024, became Wholly Owned Subsidiary of the Company on
August 9, 2024. DAML is engaged in business of manufacturing
Polycarbonate compounds at Savli, Vadodara, Gujarat.

During the year under review, additional investments of
7 34.50 Crores were made in DAML by your Company and the
paid-up Equity Share Capital of DAML as at March 31, 2025
was 7 34.51 Crores divided into 3,45,10,000 Equity Shares of
7 10/- each.

During FY 2024-25, the Total Income of DAML was 7 7.39 Crores
with Loss before Tax of 7 8.38 Crores.

(d) Deepak PMC Limited

Deepak PMC Limited ('DPMCL') was incorporated on
December 2, 2023 as a Wholly Owned Subsidiary of your
Company. This subsidiary has been incorporated inter alia
to provide Project Engineering, Procurement, Construction,
Commissioning, Management and Consultancy Services. The
paid-up Equity Share Capital of DPMCL as on March 31, 2025
was 7 5 Crores. During FY 2024-25, the Total Income of DPMCL
was 7 8.61 Crores with Profit of 7 0.53 Crores.

(e) Narmada Thermal Power Private Limited

During FY 2024-25, Deepak Chem Tech Limited, a Wholly
Owned Material Subsidiary of your Company, acquired 100%
of paid-up Equity Share Capital of Narmada Thermal Power
Private Limited ('NTPPL'). Consequently, NTPPL became
Wholly Owned (Step down subsidiary) of your Company.
The paid-up Equity Share Capital of NTPPL is 7 14.91 Crores
divided into 1,49,10,070 Equity Shares of 7 10/- each.

At present, NTPPL is not carrying on any business.

(f) Deepak Nitrite Corporation Inc. (USA)

Deepak Nitrite Corporation Inc. ('DNC') is a Wholly Owned
Subsidiary based in the United States. DNC was established to
support your Company's marketing needs in North and South
America. During FY 2024-25, DNC generated Total Revenue of
USD 15,708 and achieved a Net Income of USD 597.

(g) Deepak Oman Industries (SFZ) LLC

Deepak Oman Industries (SFZ) LLC ('DOIL'), incorporated in
Oman, became subsidiary of your Company during FY 2023¬
24 by acquiring 51% of Equity Share Capital of DOIL. DOIL is
setting up a greenfield project to manufacture Sodium Nitrite,
Sodium Nitrate, in Salalah Free Zone, Sultanate of Oman
which benefits from low-cost inputs of raw materials and
energy and plans to serve global customers. During FY 2024¬
25, DOIL generated Total Income of Omani Riyal 16,598 and
achieved a Net Profit of Omani Riyal 13,348.

During FY 2024-25, your Company executed a Deed of
Guarantee on October 23, 2024 in favour of Export Import

Bank of India for securing the Term Loan of USD 49 million
and also to cover interest and other charges thereon.

The Audited Consolidated Financial Statements of the
Company for the year ended March 31, 2025 together with
the Auditor's Report, constitute part of this Annual Report in
compliance with the provisions of the Act, Regulation 33 of
the Listing Regulations and relevant Accounting Standards.
Additionally, Form No. AOC- I, detailing the salient features
of the Company's subsidiary companies, is attached to the
Financial Statements.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

Particulars of loans given, investments made, guarantees given
and securities provided during FY 2024-25 in accordance with the
provisions of Section 186 of the Act are provided in the Standalone
Financial Statements.

EMPLOYEE STOCK OPTION SCHEME

“Deepak Nitrite Limited Employee Stock Option Scheme 2024”
('Scheme') was approved by the Board of Directors at their meeting
held on February 13, 2024. Subsequently, it was approved by
Members of the Company by way of Special Resolution passed
through Postal Ballot on April 19, 2024. Under the Scheme, the
employees of the subsidiary companies of the Company are also
eligible to participate.

No options were granted to the eligible employees under the
Scheme during FY 2024-25.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting
the financial position of your Company since the close of the
Financial Year i.e. since March 31, 2025 and the date of this Report.
Further, it is hereby confirmed that there has been no change in the
nature of business of your Company.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read
with Investor Education and Protection Fund [IEPF] Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the Company
is required to transfer the unpaid or unclaimed dividend and shares
in respect of which dividend are unpaid or unclaimed for a period of
seven consecutive years or more to IEPF. Accordingly, the Company
has transferred the unclaimed dividend of 7 12,50,930/- pertaining
to FY 2016-17 which remained unclaimed for seven consecutive
years and the corresponding 62,276 shares to the IEPF authority.
Dividend for FY 2023-24 on shares held by I EPF authority amounting
to 7 39,04,019/- was also transferred to IEPF.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with the
Indian Accounting Standards (Ind AS) and based on the framework
of Internal Financial Controls established and maintained by the
Company, work performed by the Internal, Statutory, Secretarial
and Cost Auditors and external agencies including audit of Internal
Financial Controls over Financial Reporting by the Statutory
Auditors and reviews performed by the management and relevant
Board Committees, including Audit Committee, the Board is of
the opinion that your Company's Internal Financial Controls were
adequate and effective during FY 2024-25.

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

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there
were no material departures;

b) it has selected such accounting policies and applied them
consistently and made judgements 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 of the Company for that period;

c) it has 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;

d) it has prepared the annual accounts on a going concern basis;

e) it has laid down internal financial controls to be followed by
the Company and that such internal financial controls are
adequate and are operating effectively; and

f) it has devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were
in place, are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company ensures that it evolves and follows the corporate
governance guidelines and best practices diligently, not just to
boost long-term shareholder value, but also to respect rights of the
minority.

Our corporate governance practices are a reflection of our value
system emcompassing our culture, policies and relationships
with our stakeholders. The Company adheres to the corporate
governance requirement set out by Securities and Exchange Board
of India and considers the same as its inherent responsibility
to disclose timely and accurate information to its stakeholders

regarding its operations, performance, leadership and governance
of the Company.

A Certificate by the Chief Executive Officer and the Chief Financial
Officer of the Company in terms of Listing Regulations, inter alia
confirming the correctness of the Financial Statements are placed
before the Audit Committee and Board of Directors of the Company
on quarterly basis.

A separate Report on Corporate Governance is provided together
with a Certificate from the Secretarial Auditors of the Company
regarding compliance of conditions of Corporate Governance as
stipulated under the Listing Regulations, which forms part of the
Annual Report.

LEGAL COMPLIANCE MANAGEMENT TOOL

The Company has in place, an online legal compliance management
tool, for monitoring the compliances across its various plants
and offices which has been devised to ensure compliance with
all applicable laws that impact the Company's business. System-
based alerts are generated until the user successfully submits the
compliances, with provision for escalation to the higher-ups in the
hierarchy. The compliance owners certify the compliance status
which is reviewed by compliance approvers and a consolidated
dashboard is presented to the respective functional heads and
the Compliance Officer. A certificate by Key Managerial Personnel
of your Company regarding compliance of all applicable laws and
regulations is placed before the Board of Directors of your Company
on a quarterly basis.s

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report ('BRSR')
annexed to this Report, follows the National Guidelines on
Responsible Business Conduct ('NGRBC') principles on the social,
environmental and economic responsibilities of business.

In accordance with Regulation 34(2)(f) of the Listing Regulations
as amended from time to time, BRSR forms part of this Integrated
Annual Report. The BRSR describes initiatives undertaken by
the Company from an environmental, social and governance
perspective. Further, the Securities and Exchange Board of India
vide its Circular No. SEBI/HO/CFD/CFD- SEC-2/P/CIR/2023/122
dated July 12, 2023, updated the format of BRSR to incorporate
BRSR Core, a subset of BRSR, indicating specific Key Performance
Indicators ('KPIs') under nine ESG attributes which are subject to
assurance/assessment by an Independent assurance/assessment
provider, by top 250 listed entities by market capitalization for FY
2024-25.

For FY 2024-25, the Company has appointed Bureau Veritas India
Private Limited as the assurance provider. The BRSR is attached to
the Director's Report as Annexure - D.

INTEGRATED REPORTING

The Integrated Report of the Company is prepared in accordance
with the International Integrated Reporting (<IR>) framework
published by the Value Reporting Foundation ('VRF') which
reflects the integrated thinking of the Company and its approach
to its value creation. This information enable the Members to take
well-informed decisions and have a better understanding of the
Company's long-term perspective. This also includes five forms of
capital viz. Financial Capital, Human Capital, Intellectual Capital,
Social Capital and Natural Capital. This Integrated Report aims to
provide a holistic view of the Company's strategy, governance and
performance and how they work together to create value over the
short, medium and long term for its stakeholders.

The narrative section of the Integrated Report is guided by the
<IR> framework outlined by the International Integrated Reporting
Council (IIRC). The Integrated Report is a part of this Annual Report,
which provides a clear, concise and comprehensive vision of the
Company's business model.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under
review, as specified in Regulation 34(2)(e) read with Schedule
V of Listing Regulations, with detailed review of the operations,
performance and future outlook of the Company and its business
forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is having duly constituted Corporate Social
Responsibility ('CSR') Committee comprised of four (4) members
out of which, two (2) are Independent Directors.

The details about CSR Committee, its Terms of Reference, meetings
held and attendance of members are provided in the Corporate
Governance Report. There have been no instances during the year
where recommendations of the CSR Committee were not accepted
by the Board.

Your Company has also in place a CSR policy duly approved by
the Board of Directors that provides guidelines for conducting
its CSR activities and can be accessed at Company's website at
https://www.godeepak.com/wp-content/uploads/2023/11/DNL_
Corporate-Social-Responsibility-Policy.pdf.

During FY 2024-25, your Company has spent T 11.94 Crores on
CSR activities, as against the statutory obligation of T 11.30 Crores
towards CSR activities, being 2% of average of the net profits for
the preceding three (3) years as per requirement under Section
135(5) of the Act. It can be observed that your Company has spent
an excess amount of T 0.64 Crores during FY 2024-25 on the CSR
activities undertaken in accordance with the CSR Policy of the
Company. This excess amount can be set off against CSR obligation

of succeeding three (3) Financial Years i.e. FY 2025-26, 2026-27 and
2027-28.

Your Company has been undertaking CSR initiatives directly as well
as through Deepak Foundation, which is the Group's CSR arm and
also through various other benevolent organisations, focusing on
social interventions in areas like health, education and livelihood.
Over the years, your Company's focus has been in ensuring the
overall betterment of communities around its manufacturing
facilities and even beyond.

The CSR activities of your Company have made a significant
positive impact on society, particularly in the areas of healthcare,
education, skills development, environment, sustainability and
women's empowerment etc.

Your Company has undertaken several CSR projects which aim
to reach to the last mile and cater to the people in need. These
initiatives have aided in uplifting the quality of life of communities
and has resulted in better living conditions.

Brief about CSR activities undertaken by your Company during
FY 2024-25, broadly categorised in areas of Healthcare, Education
and livelihood enhancement are as follows:

Healthcare:

Deepak Medical Foundation ('DMF') Hospital in Nandesari is one
of the largest hospitals serving the communities in and around
Nandesari for medical care and treatment 24/7 since last 4 decades.
DMF started as a mother and child clinic (MCH Unit) and now has
evolved into a full-fledged 28 bedded multispecialty hospital.
It includes 10 bedded ICU services, 24x7 Casualty, OPD, I PD, and
other specialty OPD of Gynaecology and Obstetrics, Paediatrics,
Psychiatric, General Surgeon, Dental and round the clock Medical
Officer along with the experienced and well-trained nursing staff
and para-medical staff. A fully equipped diagnostic and pharmacy
centre is also available at the hospital with a very nominal rate
keeping into consideration the economic status of the population
in the area. It also undertakes outreach and health promotion
activities to help promote preventive health behaviour in worker
communities in Nandesari Industrial Area.

Mobile Health Units ('MHUs') have ensured provision of
healthcare services at people's doorstep covering Primary
Healthcare, Adolescent Health, Child Nutrition and Health
Awareness counselling. MHUs have improved health of the target
population greatly with visible improvements like haemoglobin
levels in adolescents through anaemia management, reduced
undernutrition in enrolled children, improved hygiene,
breastfeeding and safe motherhood practices through thematic
sessions.

The Palliative Care Services project has helped the people coming
from all over the country for dignified treatment while fighting
with serious illness like cancer. The Laboratory and Diagnostic
Services at Dahej region have helped the local population in getting
diagnosis on time.

Swasthya Sakhi, Women Centric Health Services Project focuses
on Women's Reproductive Health, Maternal and Child Health,
Nutrition, Preventive Healthcare in Dahej area.

Education:

The Integrated Child Development Scheme ('ICDS') offers a package
of services comprising of supplementary nutrition, immunization,
health checkups, referral services, non-formal preschool education,
and nutrition and health education. The initiative aims to promote
learning in a conducive environment and holistic development of
the children. Under the project, various sessions were conducted
for parent counselling, health screening, uniform distribution and
school readiness assessment. Your Company also completed
renovation and digitalisation of five (5) Anganwadi Centres. The
Smart Class setup has helped the children in learning digitally and
has opened several avenues for students to widen their horizon for
modern educational techniques.

Science, Technology, English and Mathematics ('STEM') classes
have enabled the students at primary schools to get hands on
experience in science and maths subjects and has improved school
results. The Remedial Classes helped the children who need special
attention while studying in strengthening their base and has helped
them in improving their grades and confidence.

The Mobile Library project provides the students an opportunity to
venture in the world of literature other than their curriculum which
help in improving their cognitive abilities. The program includes
making available, age and grade-appropriate library books,
reading and learning material to children at their doorsteps, “Read
Aloud” storytelling sessions, remedial inputs sessions (Language,
mathematics and basic English) along with workbooks practice.
The program also includes capacity building of community-based
women as Vidya Sathis to support the children not only with their
daily schoolwork but also keep their parents updated regarding
their child's progress. The Mobile Library Project has improved
children's attendance, increased their interest in reading and
enhanced foundational literacy and numeracy skills.

Your Company also provide contribution to technology business
incubators through Atal Innovation Centre ('AIC') Indian Institute of
Science Education and Research ('IISER') Pune SEED Foundation
('AIC-SEED'). AIC-SEED is supported by the Atal Innovation Mission,
NITIAayog, Government of India. AIC-SEED's objective is to
stimulate and encourage the growth of deep science-based startup
companies by providing an enabling eco-system in an academic
and knowledge driven research environment.

Livelihood improvement:

Project Sangaath aims to empower people by identification of
Government Scheme that they are eligible for, helping them
obtain 'Pre-Requisite Documents' for enrolment to the identified
Government Scheme and facilitate their registration to avail
benefits of various government schemes, which they are entitled to.
Project Sangaath has impacted the lives of lakhs of underprivileged
community members by providing them the benefits of various
schemes.

The Project Jal Sanchay Yojana includes water harvesting,
micro-irrigation and integrated farming practices with a focus
to improve agricultural productivity, ensure water availability
and enhance rural livelihoods. The Project on cattle health has
benefitted the communities in yielding maximum benefits and has
also educated them in maintaining the cattle health.

Your Company also supported SVADES (Society for Village
Development in Petrochemicals Area) which is a collective
endeavour that binds the industry and rural community together
towards effective socioeconomic development in the rural areas of
surrounding industries at Nandesari.

The efforts of your Company have immensely influenced the
income of the beneficiaries' households and has improved their
standard of living.

The Report on Corporate Social Responsibility is annexed as
Annexure - E and is also available on the Company's website on
www.godeepak.com.

NOMINATION AND REMUNERATION POLICY

Your Company has adopted a Nomination and Remuneration
Policy for the appointment and remuneration of Directors, Key
Managerial Personnel and other employees of the Company.

The Nomination and Remuneration Policy includes the criteria
for determining qualification, positive attributes, independence
of Directors and other matters as required under Section 178(3)
of the Act and is annexed as Annexure - F. The Nomination and
Remuneration Policy is also available on the Company's website on
www.godeepak.com.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read
with Rule 5 (1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 ('Rules') are annexed to this
Report as Annexure - G.

The statement containing particulars of employee remuneration
as required under provisions of Section 197(12) of the Act and Rule
5(2) and 5(3) of the Rules forms part of this Report. However, in
accordance with the provisions of the second proviso to Section

136(1) of the Act, the Annual Report is being sent to the Members of
the Company excluding the aforesaid statement.

The aforesaid information is available for inspection by the
Members upto the date of the 54^th Annual General Meeting on all
working days, except Saturdays and Sundays, during working hours
at the Registered Office of the Company. Any Member interested in
obtaining such information may write to the Company Secretary at
investor@godeepak.com.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, read with
Rule 12 of Companies (Management and Administration) Rules,
2014, the Annual Return in Form MGT - 7 for the Financial Year
ended March 31, 2025, is available on the Company's website at
www.godeepak.com.

The Annual Return shall be filed with the Ministry of Corporate
Affairs, within the prescribed timelines.

CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

The Company is committed towards conservation of energy and
climate action. The particulars relating to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo
as required to be disclosed pursuant to the provisions of Section
134 of the Act read with the Companies (Accounts) Rules, 2014 are
provided in Annexure - H forming part of this Report.

STATE OF COMPANY’S AFFAIRS

The state of your Company's affairs is given under the heading
'Performance Review' and various other headings in this Report
and in the Management Discussion and Analysis, which forms part
of the Annual Report.

SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST
THE COMPANY

There are no significant material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status of the
Company and its operations in future.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) issued by The Institute of Company Secretaries of India,
with respect to meetings of Board and its Committees and General
Meetings, respectively. The Directors have devised proper systems
and processes for complying with the requirements of applicable
Secretarial Standards issued by The Institute of Company
Secretaries of India, as amended and such systems were adequate
and operating effectively.

RESEARCH & DEVELOPMENT

Your Company's innovation infrastructure consists of centralised
Research and Development ('R&D') facility, Deepak Research
and Development Centre ('DRDC') at Nandesari, Gujarat. DRDC
has been approved by the Department of Scientific & Industrial
Research, Government of India since 1977 and is ISO certified.
It has a dedicated team of 100 professionals, working on
various molecules and chemicals which are under patenting
process. Your Company has cumulatively filed around 77 patent
applications, and 22 patents have already been granted. Your
Company's R&D facility is crucial to its success with its ability
to develop advanced intermediates which requires complex
chemistry and engineering.

The R&D facility is equipped with the modern instruments and
equipment for developing cutting edge technology. The Company's
R&D team comprises of highly qualified and experienced team
members, who bring in the best practises in the industry.

The R&D remain focussed on:

• New product development

• New technology platform development

• Improvement of productivity as well as yield and quality in

existing products

• Improved inhouse data management system.

• Reduction in water, waste, energy etc. and using green
technology, wherever possible.

DRDC also houses a state-of-the-art Process Engineering Lab, Kilo
lab and Process Intensification Lab, Dedicated environment lab
etc. Mentioned setups help in generating scale-up related data
for all the products, which are developed in DRDC. The speed of
lab scale development is increased with the application of Design
of Experiments methodology, using a specialised software for
screening as well as optimisation. Literature search platforms like
Scifinder, Reaxys etc. are in regular use.

To aid in new technology platforms and continuous process
development, your Company has invested in flow reactor, flow
meters etc. under Process Engineering Research & Innovation

(PERI).

Analytical Team plays a crucial role in supporting synthetic
chemistry at every stage of the product/ process development. The
team is strengthened by inducting skilled man-power and analytical
tools such as Gas Chromatography (GC), Gas chromatography-
headspace (GC-HS), Gas Chromatography/Mass Spectrometry
(GCMS), High Performance Liquid Chromatography (HPLC), Liquid
Chromatography/Mass Spectrometry (LCMS), Ultra Performance
Liquid Chromatography (UPLC) and Ion Chromatography (IC), UV,
IR etc. Analytical lab also takes help from third party analytical labs

for generating data (like PSD, S-analysis, NMR etc.) for which DRDC
currently does not have the facilities.

Inhouse environment lab dedicated for developing waste treatment
methodology for new process and products as well as explore
waste valorization opportunities to promote sustainable practice
and minimise environmental impacts.

Process Safety Activities

DRDC has a dedicated process safety team, which analyses the
chemical processes for their safe operations based on in-house
Accelerated Reaction Calorimeter (ARC), Differential Scanning
Calorimeter (DSC), Reaction Calorimeter with gas evolution analysis
(RC). Also, the team takes help from third party labs for other safety
data generation e.g. powder safety data.

Technology

Your Company's R&D team is working on various new technology
platform developments such as Fluorination and Photo
Chlorination chemistries, high pressure Oxidation Reactions
(both chemical and catalytic) and Gas Solid Reactions, Plug flow
reactions, NOx reactions etc. A pilot facility for Vapor Phase Process
has also been installed.

Lab scale Continuous Stirred Tank Reactor (CSTR) set-ups are
used for converting batch mode reactions into continuous mode
to achieve better yield, quality, better throughput, reduction in the
cost of operations, along with increasing the safety norms of the
process. Lab scale parallel synthesizer for fast screening of process
parameters to speedup process development activity.Mini pilot
scale equipment like centrifuge, nudge filter, pilodist for generating
distillation data as well as parallel pressure reactor set of special
MOC for catalyst screening are in regular use.

State-of-the-art pilot plants

Your Company is having two state-of-the-art pilot facilities, one
each at Roha, Maharashtra and Nandesari, Gujarat. The pilot plants
act as link between R&D and commercial production of various
intermediates used in Agrochemicals, Dyes, Pharmaceuticals
etc., thereby allowing your Company to deliver quality products
seamlessly. The pilot facility boasts of stainless steel and glass
lined reactors along with distillation columns, handling systems for
gas and liquid raw materials. The pilot facilities are fully-equipped
with advanced instruments, Distributed Control system (DCS) and
utilities like brine, low pressure steam, cooling water, - etc.

Development of idea to plant process (ITP)

The Technical Organisation is responsible for generating ideas,
developing sustainable processes and moving them to commercial
production. The team conducts critical review of the process
from idea generation to technical development to production
(ITP process). The activities are mapped, and relevant documents
are formalised. The ITP project is targeted to finalize the technical

process, the infrastructure required and supporting documents.
This also include in-depth safety analysis reports for the chemicals
and the processes.

The overall ITP process flow includes:

• Idea collection and assessment of right-to-win.

• Responsible team identification

• Responsibility matrix assignment

• R&D process to finalize the route of synthesis and/or processes

• Process optimization

• Technology transfer including Basic Engineering Package

(BEP) and all relevant documents (LDR, TTR1 and TD).

• Developed inhouse revised version of digital archive to
enable more secure data management of ongoing process
development and technology transfer document.

• A highly secure web-based suite of tools has been deployed to
manage all data of ITP. The system stores data in a structured
format making it searchable. It also prevents knowledge loss
while controlling information flow.

Benefits of ideas to plant trials

• Documentation of the Lab Records are all digitized and in the
on-line mode.

- Specific formats designed to extract data/information.

- Reports and presentations are created by the system
through aggregation.

- Ensures data integrity, data security and data
traceability.

- Helps in significant reduction of time spent by scientists
in making reports for reviews.

• Making fortnightly reports which reduce the time of technical
reviews.

• Complete audit trail and traceability.

Training of technical team

Workshops on process safety and scale up, DoE, ASPEN, Flow
Chemistry etc. were organised. The participants came from cross
functional teams across Deepak. These workshops introduced
the salient feature of the process scale-up and process safety
enhancing the competency of participants.

NEW R&D CENTRE AT SAVLI, VADODARA

Your Company is also building a new state-of-the-art Research &
Development Centre in Savli, Vadodara. The new R&D centre is
expected to be operational soon.

SAFETY, HEALTH & ENVIRONMENT (SHE) COMMITMENT

Your Company is deeply committed in ensuring Safety, Health, and
Environment (SHE) across all its manufacturing processes, products
and services. This commitment begins at the conceptualization
stage, where efforts are made to incorporate safer process
technologies, optimized unit operations and sustainable systems
into design and planning.

To uphold this commitment, your Company continues to invest
in key areas that benefit all stakeholders. These include process
automation to improve safety and reduce the potential for
human error, along with extensive training programs focused
on both process safety and behavior-based safety practices.
Environmentally responsible and safe production methods are
being actively implemented across operations.

Further, substantial upgrades are being carried out in effluent
treatment infrastructure, such as the installation of Reverse Osmosis
(RO) plants and Multiple Effect Evaporators (MEE), to significantly
reduce effluent discharge. Your Company is also commissioning
Waste Heat Recovery Systems to promote the reduction, recovery,
and reuse of effluents and utilities, reinforcing its commitment to
sustainability and responsible manufacturing.

A robust, well-documented scale-up protocol governs product
development—from R&D to pilot and commercial scale—
incorporating rigorous risk assessments and process safety
evaluations at every stage. DNL's in-house R&D capabilities include
advanced thermal hazard screening tools such as RC (Reaction
Calorimetry), DSC (Differential Scanning Calorimetry), and ARC
(Accelerating Rate Calorimetry).

Your Company aligns its policies and systems with globally
recognized frameworks, including the United Nations Global
Compact, ILO (The International Labour Organization) Conventions,
and the Responsible Care Initiative. It actively promotes social
compliance in areas such as human rights, labor standards,
anti-discrimination, conflict of interest and anti-corruption.

Health and safety are central to the Company's ethos, with a firm
belief that all injuries, occupational illnesses and environmental
incidents are preventable. This philosophy fosters a culture of
safety excellence, encouraging employees, contractors, customers
and communities to prioritize personal and collective safety.

A structured incident reporting mechanism is in place, where
all events—including near misses—are recorded in the Safety
Management Information System (MIS). Corrective and preventive
actions are tracked via internally developed software and each
incident is thoroughly investigated by cross-functional teams to
identify root causes and implement safeguards. All technological
changes undergo rigorous safety evaluations such as Facility Siting,
HAZOP, and Quantitative Risk Assessments and are approved

through a formal Management of Change process, including pre¬
startup safety reviews.

Your Company continues to strengthen its Process Safety
Management and workplace safety through active employee
engagement and continuous improvement initiatives. With a vision
of “Zero Incident”, Deepak has undertaken a comprehensive safety
transformation journey. An external safety diagnostic assessment
provided valuable insights, enabling leadership to define a strategic
roadmap for system, process, and cultural enhancements.

All manufacturing units and the Registered & Corporate Office
are certified to ISO 9001, ISO 14001 and ISO 45001 standards and
proudly bear the Responsible Care Logo. Regular safety awareness
programs are conducted across sites to drive improvements in
process safety, workplace safety and behavioral transformation.
A formal recognition system rewards individuals and sites for
exemplary safety performance, with 100% employee participation
in safety initiatives.

At DNL, a strong Occupational Health and Safety (OHS) governance
framework is led by the Corporate Safety team, supported by
dedicated site-level teams. The Company's HSE Policy serves as
a guiding document for all safety practices and is communicated
to employees, contractors, customers, communities, and business
partners.

Logistics Safety Management System

In collaboration with industry peers, your Company has pioneered
the establishment of Nicer Globe, an independent platform
designed to ensure the safe transportation of hazardous materials
across India. This system enables real-time GPS tracking, allowing
for continuous monitoring of vehicle speed, route adherence, and
driving time compliance. By proactively identifying and addressing
deviations, the platform significantly reduces transport-related
risks. The movement of raw materials and finished products
is managed within a robust supply chain framework, ensuring
the safety of customers, carriers, suppliers, distributors, and
contractors.

Environmental Stewardship

Your Company's dedication to environmental protection extends
well beyond mere compliance with regulatory obligations. By
adopting the chemical industry's Responsible Care framework, the
Company has embedded core principles that are fully aligned with
the United Nations Sustainable Development Goals (UN SDGs). A
range of initiatives have been implemented to conserve natural
resources, lower energy usage, encourage recycling and reuse, and
minimize pollution across operations.

Ongoing efforts are focused on reducing the overall environmental
footprint through continuous improvement and innovation. The
Company actively seeks out sustainable solutions that not only

enhance operational efficiency but also contribute positively to
environmental well-being.

Key Safety initiatives implemented

1. “PARIVARTAN”- Safety Management System

In alignment with our continued commitment to ensuring a
safe and resilient workplace, Deepak Nitrite Limited proudly
launched our structured Safety Management System (SMS)
named “PARIVARTAN” in FY 2024-25. “Parivartan,” meaning
“transformation,” symbolizes our shift toward a more
systematic, proactive, and behaviour-driven safety culture
across all levels of the organization.

This system marks a major milestone in strengthening our
occupational health and safety (OHS) & Process Safety
Management (PSM) framework and aligns with industry best
practices and regulatory standards.

2. Enhanced training programs

As part of the “PARIVARTAN” Safety Management System, we
launched a structured Train-the-Trainer (TTT) Program

aimed at developing in-house safety champions and enabling
consistent safety knowledge transfer across all levels of the
organization.

The program is designed to empower selected employees
and frontline supervisors with the knowledge, tools, and
facilitation skills necessary to deliver high-impact safety
training to their peers, contractors, and new joiners.

The program covered critical topics such as Permit to Work,
Contractor safety management, Incident investigation and
other essential safety practices.

Other than this, series of mandatory safety training programs
for all employees and contractors e.g. hazard identification,
emergency preparedness, first aid, BBS training etc.
conducted.

3. Next-Gen Safety Systems

DNL introduced AI-driven safety systems to strengthen
real-time risk detection and operational oversight on the
shop floor.

Key highlights include:

• AI-enabled cameras deployed across critical zones to
automatically detect PPE violations such as missing
helmets, gloves, or goggles.

• Early fire and smoke detection through image
recognition, allowing instant alerts and rapid response.

Employee Awareness & Training

• Conducted cybersecurity workshops for staff.

• Ran simulated phishing campaigns to improve threat
awareness.

Cloud & Infrastructure Security

• Implemented automated security patching for all servers and
endpoints.

• Partnered with leading MSSPs (Managed Security Service
Providers) for 24/7 SOC monitoring.

During the year under review, your Company did not face any
incidents or breaches or loss of data breach in Cyber Security.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has adopted zero tolerance for sexual harassment at
the workplace and has a policy as required under Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ('POSH Act') for prevention and redressal of complaints of
sexual harassment at workplace. To build awareness in this regard,
your Company has been conducting various training sessions
online and offline on a continuous basis for employees of the
Company.

A duly constituted Internal Committee ('IC') is also in place for its
various locations to redress complaints on sexual harassment. The
IC is empowered to look into all complaints of sexual harassment
and facilitate free and fair enquiry process with clear timelines.

The details of complaints relating to sexual harassment at
workplace during the year ended March 31, 2025 are provided as
under:

a) Number of complaints of sexual harassment received during
the year: Nil

b) Number of complaints disposed-off during the year: Nil

c) Number of cases pending for more than ninety days: Nil

DISCLOSURE UNDER MATERNITY BENEFITS ACT, 1961

The Company complies with the provisions of the Maternity
Benefits Act, 1961, ensuring that eligible women employees receive
their statutory entitlements. These benefits reflect your Company's
commitment in creating a compliant, inclusive and supportive
workplace that prioritizes the health and well-being of expecting
and new mothers.

GREEN INITIATIVES

Climate change is a critical global challenge, deeply intertwined
with human activities and industrial operations. Recognizing

its responsibility, your Company is committed to mitigate its
environmental impact by setting ambitious targets to reduce
greenhouse gas (GHG) emissions and enhancing business resilience
across its operations, value chain, and surrounding communities.

Sustainable Energy & Emission Reduction Initiatives

your Company has implemented multi-faceted strategies to
minimize GHG emissions and transition towards a more sustainable
future. Key initiatives include:

• Expanding the use of renewable energy to reduce dependency
on fossil fuels.

• Deploying advanced energy-efficient technologies to optimize
resource consumption.

• Leveraging AI-driven solutions to enhance operational
efficiency and achieve sustained energy savings.

• Environmental Protection & Waste Management.

Your Company has taken significant steps to reinforce
environmental protection and waste management, including:

Online Continuous Emission Monitoring System (OCEMS): Installed
for real-time air quality monitoring and emission control.

Waste-to-Biofertilizer Conversion: Canteen waste is processed into
biofertilizer, supporting green belt development.

Sustainable Waste Utilization: Trials are underway to use Effluent
Treatment Plant (ETP) sludge and agro waste as alternative
boiler fuels, reducing coal consumption and improving waste
management practices.

Large-Scale Reforestation & Community Engagement

As part of its broader sustainability initiatives, your Company
has partnered with the Forest Department for an extensive tree
plantation drive in Village Shelavali, Taluka Shahapur, District
Thane, Maharashtra.

Over 55,000 native trees have been planted across 50 hectares,
contributing to:

• Carbon sequestration and climate mitigation.

• Biodiversity conservation and habitat restoration.

• Improved air quality, soil erosion control and enhanced water
retention.

• Generating local employment opportunities and strengthens
afforestation efforts in the region.

‘Go Green’ Initiative & Paperless Communication

In alignment with Section 20 of the Act and its commitment
to environmental sustainability, your Company has adopted
paperless communication practices. As part of this initiative, copies
of the Notice for the 54^th Annual General Meeting and the Integrated

• Real-time monitoring screens installed at strategic
locations to ensure immediate visibility and corrective
action by the safety team.

Also, we have enhanced process safety through increased
automation across key operational processes. Automation
has reduced manual intervention in high-risk activities,
minimized human error, and improved consistency in
safety-critical operations. These improvements contribute
significantly to risk mitigation, equipment reliability, and
overall operational safety.

4. Improving firefighting systems

We have continued to strengthen our fire safety
infrastructure by investing in advanced and comprehensive
firefighting systems across critical operational areas. This
includes enhancements to fire detection, suppression-
sprinkler systems, and response mechanisms tailored
to site-specific risks. These upgrades reflect our ongoing
commitment to minimizing fire hazards, safeguarding our
workforce and assets, and adhering to stringent industrial
safety standards.

HUMAN RESOURCES

During FY 2024-25, your Company continued to strengthen
Company's Human Resources strategy by driving talent
development, organizational agility, employee well-being,
and industrial harmony across all business locations. This has
an objective of ensuring strong, skilful & trained workforce
availability for the Company all the time. Your Company
remained committed to attracting high-quality talent by hiring
Graduate Engineer Trainees from reputed Tier-1, Tier-2, and
Tier-3 engineering institutions. Over 100 employees were
upskilled in advanced and emerging technologies relevant to the
chemical and engineering domains. Capability enhancement
initiatives included targeted workshops, technical certifications,
and leadership development forums aimed at equipping
employees for tomorrow's challenges.

During FY 2024-25, recognising the significance of identifying
high-potential employees to ensure a robust talent pipeline, the
Company carried out compensation benchmark study through
a renowned agency to identify market correction needs of
high potential performing teams for their retention and career
development. The Company's Human Resources initiatives and
engagement activities have enabled the Company not only to sail
through the challenging times, witnessed recently, but has helped
the Company in attracting, developing, nurturing & retaining right
talent and keeping them motivated. Employee touch points and
communication was kept live through Virtual Town Halls Wherein
Executive Director & CEO, Director (Finance) & Group CFO addressed
all the employees thereby established a strong sense of bonding
between the Company's management and employees.

During FY 2024-25, your Company also witnessed the rollout of
“Deepak Cares” a 24x7 well-being support platform in collaboration
with a specialist partner. This initiative offers holistic counselling
services to employees and their families, covering mental health,
legal, financial, personal, and career-related support.

The Company has a dedicated Diversity Equity and Inclusion
Policy to encourage inclusive work environment where members
from diverse backgrounds can grow together and thrive. In order
to enhance employee experience, transactional activities of
HR have been automated through leverage on technology and
outsourcing to subject matter experts, which has brought more
efficiency in the HR processes. Your Company has also conducted
employee engagement survey through renowned third party for
understanding the pulse and sentiments of the employees.

INSURANCE

All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured against risk
of fire and other risks. Your Company has in place Directors' and
Officers' Liability Insurance (D&O) for all its Directors (including
Independent Directors) and members of the Senior Management
Team for such quantum and risks as determined by the Board
in line with the requirement of Regulation 25(10) of the Listing
Regulations.

CYBER SECURITY

In view of the increased cyberattack scenarios, the cyber security
maturity is reviewed periodically and the processes, technology
controls are being enhanced in line with the threat scenarios. The
Company's technology environment is enabled with real time
security monitoring with requisite controls at various layers starting
from end user machines to network, application and the data.

Enhanced Threat Detection & Response

• Deployed AI-driven SIEM (Security Information and Event
Management) for real-time threat monitoring.

• Upgraded Endpoint Detection and Response (EDR) solutions
to combat ransomware & zero-day attacks.

• Conducted VAPT to identify vulnerabilities in critical systems.

• Introduced Red-Teaming for proactive, adversarial simulation
exercise

Data Protection & Privacy Compliance

• Implementation of ISO 27001:2022 certification is in progress
for information security management.

Multi-Factor Authentication (MFA) & Zero Trust

• Adopted Zero Trust Architecture (ZTA) to minimize insider
threats.

Annual Report for FY 2024-25 are being sent to all registered
members and others through electronic mode only.

This transition to digital communication reflects DNL's commitment
to the 'Go Green' initiative and its ongoing efforts to minimize its
ecological footprint.

INDUSTRIAL RELATIONS

During FY 2024-25 industrial relations across the Company in
multiple demographics remains harmonious and issues, if any,
were discussed and resolved by bilateral dialogues and zero
man-days were lost. Wage settlement at Roha location for 4 years
signed successfully through bilateral discussions. At Hyderabad,
production incentive settlement was done successfully. To bring
operational efficiency third party manpower and process study
was conducted and it's findings were implemented at Hyderabad
manufacturing facilities.

GENERAL DISCLOSURES

The Board of Directors state that during the year ended
March 31, 2025:

• No significant and material orders were passed by the
regulators or courts or tribunals impacting the going concern
status of the Company and or its operations in future;

• No proceedings are made or pending under the Insolvency
and Bankruptcy Code, 2016;

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

• No shares with differential voting rights and sweat equity
shares have been issued;

• No public deposits as defined under Chapter V of the Act have
been accepted by the Company;

• No change in the nature of business of the Company.
ACKNOWLEDGEMENT

The Board express their deep appreciation to all employees for
their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled the Company to
remain an industry leader.

The Directors also appreciate support and co-operation the
Company has received from its Suppliers, Customers, Distributors,
Company has received from its suppliers, distributors.

The Directors also take this opportunity to thank all shareholders,
government and regulatory authorities and stock exchanges for
their continued support.

For and on behalf of the Board
Deepak C. Mehta

Place: Vadodara (DIN:00028377)

Date: May 28, 2025 Chairman & Managing Director