DCM Ltd Directors Report

Your directors have pleasure in presenting this 136^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

FINANCIAL SUMMARY

Your Companys financial performance (standalone and consolidated) for the year ended March 31, 2026, along with previous years figures is summarized below:

	Standalone		Consolidated
Particulars	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025
Profit/(Loss) before Interest, Depreciation and Tax	(204.41)	652.80	1029.97	3,053.74
Less: Finance Cost	95.57	170.74	138.47	182.68
Less: Depreciation	280.26	330.43	359.79	411.29
Add: Share of Profit of equity accounted investments			521.14	1,997.66
Profit/(Loss) before Tax	(580.24)	151.63	531.71	2,459.77
Less: Provision for tax	-	-	242.05	268.10
Profit/(Loss) after tax	(580.24)	151.63	289.66	2,191.67
Other Comprehensive Income, net of tax	43.16	21.99	62.88	23.37
Total Comprehensive income/(loss)	(537.08)	173.62	371.45	2,215.04
Add: Profit/ (Loss) brought forward	(2131.19)	(2,304.81)	1207.65	(1,007.39)
Balance Profit/ (Loss) carried forward	(2668.28)	(2,131.19)	1579.1	1,207.65

DIVIDEND

The Board of Directors did not approve/recommend any dividend on the Equity Shares of the Company during the financial year 2025-26.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with provisions of the IND AS as per the Companies (Indian Accounting Standard) Rules, 2015, notified under section 133 of the Companies Act, 2013 (hereinafter referred to as ‘the Act), and forms part of this Annual Report.

STATE OF THE COMPANYS AFFAIRS /OPERATIONS OVERVIEW Engineering Division

The Engineering Business Undertaking (hereinafter referred to as ‘Engineering Division) of the Company, situated at Village Asron, District Shaheed Bhagat Singh Nagar (Punjab) of the Company was engaged in the manufacture and supply of castings catering to various segments of the automotive industry including cars, multi-utility vehicles, tractors, light commercial vehicles, heavy commercial vehicles and earth moving equipment.

Since 2016, the Engineering Division has been operating in challenging environment due to persistent labour unrest, which adversely affected its ability to manufacture quality products in a cost effective manner. In view of continued industrial unrest at Engineering Division, the Company declared temporary lockout of the Engineering Division w.e.f. October 22, 2019.

The lockout was opposed by the workmen of the Engineering Division and presently the matter remains sub-judice before the competent labour authorities. Based on the legal advice received, the management believes that the lockout is legal and justified. The said lockout of Engineering Division continues till date of this report.

Real Estate Division

The Holding Company had signed a Joint Development Agreement on August 11, 2022 ("JDA") for the development of its 68.35 acres of land situated in the revenue state of Village Bir Hisar, Sector-23, Hisar, Haryana (referred as "Hisar land" or "Project Land") with GCD Prime ("Developer") for setting-up of affordable residential plotted colony under Deen Dayal Jan Awas Yojana-2016 ("Project") subject to fulfilment of terms and conditions by the Developer as well as receipt of regulatory approvals.

The Holding Company received a license no. 179 of 2022 for joint development with the said Developer on November 10, 2022, in respect of 67.275 acres of said Hisar land under Regulation of Urban Area Act, 1975. Under the JDA, among other obligations, the Developer was responsible for obtaining, and maintaining as valid and subsisting, all Statutory approvals including the license no. 179 of 2022. The Director General, Town and Country Planning, Haryana, suspended the said license in April 2023 taking a note that an enquiry has been initiated against the Holding Company by Deputy Commissioner in respect of the Holding Companys land at Hisar.

In view of inordinate delay in the matter and continuing breaches of obligations On the part of Developer to get the revocation of said suspension order from Haryana Government, in terms of JDA, the Holding Company has issued a Notice of forfeiture and termination of said JDA on November 1, 2025, notifying the Developer that the amount paid by them to the Holding Company under JDA shall stand forfeited upon the expiry of 15 days from the date of receipt of said Notice Of forfeiture and termination and the JDA shall stand terminated upon such forfeiture and all rights available to Developer under JDA shall stand revoked.

The Developer had filed a petition under Section 9 of the Arbitration & Conciliation Act, 1996 before the Divisional Bench of the Honble Delhi High Court seeking, inter alia, Stay of the said termination notice and restraint against the Holding Company from creating third-party rights. The said Section 9 petition filed by the Developer was dismissed by the Honble Delhi High Court vide Judgement dated July 28, 2026. The Developer filed an appeal against the said Judgement of July 28, 2026 before the Divisional Bench of the Honble Delhi High Court. The Division Bench has by its interim order passed in the hearing held on August 12, 2026, stayed the effect and operation of the Judgement dated July 28, 2026, passed by Single Judge and in doing so has directed to maintain status quo with respect to the project land. The appeal filed by the Developer is pending final adjudication by the Division Bench. As on date , the Company is awaiting the copy of the interim order passed by the Division Bench on August 12, 2026. The Developer had also issued a notice under Section 21 of the Arbitration & Conciliation Act, 1996 invoking arbitration under terms of JDA. The arbitration proceedings have commenced before the Sole Arbitrator appointed with the consent of parties. As per the legal advice, the Holding Company has a strong arguable case on merits for termination of JDA and forfeiture of advance of Rs. 5,000 lakhs received from the Developer. Subject to the outcome of the proceedings, the Holding Company will continue to evaluate appropriate Steps in relation to the Project land, including pursuing revocation of suspension of License No. 179 of 2022 and/or exploring other available options in accordance with law.

Pending the adjudication of the Appeal filed by the Developer and the conclusion of the arbitration proceedings in the matter as per the details given above, without prejudice of Holding Companys right of forfeiture of advance of Rs. 5,000 lakhs received from the Developer under the JDA, no adjustment has been made in these accounts in respect of said advance of Rs. 5,000 lakhs and the same is being shown under current liabilities as on June 30, 2026. Pursuant

to above, the current liabilities of the Group including the said advance of Rs. 5,000 lakhs under JDA, exceed the current assets by Rs. 508 lakhs as at June 30, 2026. The Holding Company believes that with the infusion of liquidity by focusing and managing of its real estate assets/operation including sale/disposal of Holding Companys land pieces, presently not in use for business operation, and/or the Holding Companys plan of restructuring of its Engineering Business Undertaking as well as other interim measures to improve liquidity, the Holding Company will be able to continue its operations for the foreseeable future. Accordingly, the consolidated financial results of the Company have been prepared on going concern basis.

IT Business

The Company is engaged in the business of providing IT Infrastructure services specializing in networking, analytics, cloud and digital technologies through its wholly owned subsidiary namely DCM Infotech Limited (hereinafter referred to as ‘Material unlisted Subsidiary Company/DCM Infotech).

During the year under review, the turnover and other income generated by DCM Infotech was Rs. 74.09 Crores (previous year Rs. 70.43 Crores) and Profit before Tax (PBT) was Rs. 9.92 Crores as compared to (previous year Rs. 10.61 Crores). During the year, DCM Infotech has continued to strengthen its presence in the emerging field of Agentic AI based automation solutions and has secured multiple customer engagements across the healthcare and financial services sector across India. The Company is focused on providing recurring support to some of the existing, while also exploring the introduction of these solutions in the US market.

DCM Infotech continues to pursue growth opportunities in automation, AI-led business transformation and IT operations and cybersecurity, where customer demand is increasingly driven by productivity enhancement, operational efficiency, regulatory compliance and cost optimisation. During the year under review, DCM Infotech has also made investments to enhance its capabilities in these areas which are consequently expected to support its ability to address evolving customer requirements and support sustainable growth. It believes that, notwithstanding near-term economic uncertainties, the long-term growth drivers for digital transformation, automation, and AI-enabled enterprise solutions remain strong and continue to present significant opportunities for future growth.

Except as stated above, there was no change in the nature of the business of the Company.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

(i) Subsidiary Company

During the year under review, the Company had five (5) subsidiaries and one (1) associate company within the meaning of Section 2(87) and 2(6) of the Act, respectively.

The operational and financial performance of DCM Infotech Limited, a material unlisted subsidiary Company, has been summarized under the section ‘State of the Companys Affairs / Operations Review of this Report. The remaining subsidiaries of the Company remained non-operational during the year under review.

(ii) Joint Venture/Associate Company

Purearth Infrastructure Limited (‘Purearth), a Joint venture entity, in which the Company holds 16.56% equity shareholding, is engaged in the business of construction and development of real estate project(s). During the financial year 2025-26, Purearth had reported revenue from operations (on standalone basis) of Rs. 115.79 Crores (previous year Rs. 222.35 Crores) and the Profit/(Loss) after tax was Rs. 31.65 Crores (Previous year Rs. 119.57 Crores).

During the financial year 2025-26, the shareholders of the Company approved, via postal ballot process, the following material modification(s) to the existing related party transaction with Purearth:

(i) Granting further extension of repayment period of the book debts of about Rs. 12.02 Crores (Rupees Twelve Crores and Two Lakhs only) and by additional 36 months i.e. from five years and six months period (66 months) to Eight years and six months period (102 months) from the date of execution of respective agreement(s) by the Company with Purearth i.e. March 27, 2021 & April 17, 2021, including interest accrued/to be accrued thereon aggregating to about Rs. 21 Crores (Rupees Twenty One crores only), owed by the Company to Purearth for purchase of Residential Units in the project "Amaryllis", Central Delhi.

Pursuant to provisions of Section 129(3) of the Act read with rules made thereunder, a statement containing salient features of the financial statements, performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 is provided as part of the financial statements of the Company at page no. 147, which forms part of this annual report. Pursuant to the provisions of Section 136 of the Act, the financial statements (standalone & consolidated) of the Company along with relevant documents and audited annual accounts of the subsidiary companies, are available on the website of the Company at www.dcm.in.

No subsidiary, associate or joint venture has been acquired/ceased/sold/ liquidated during the financial year ended on March 31, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

In accordance with the applicable provisions of the Act and Articles of Association of the Company, Mr. Yuv Bharat Ram (DIN:08558056) and Mr. Rahil Bharat Ram (DIN: 08839924), Directors retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. Your directors recommend the re-appointment of Mr. Yuv Bharat Ram and Mr. Rahil Bharat Ram, for approval of the Members, at the ensuing AGM.

During the year under review, Mr. Ajay Vir Jakhar (DIN:00156804) resigned from the position of Non-Executive Independent Director of the Company w.e.f. February 04, 2026 (close of business hours) on account of his pre-occupation and other personal commitments. The Board of Directors of the Company had expressed deep appreciation and gratitude to Mr. Ajay Vir Jakhar for his extensive contribution during his tenure as Non-Executive Independent Director of the Company.

The Board of Directors of the Company, based on the recommendations of Nomination & Remuneration Committee, has appointed Maj. Gen. Shailendra Singh, SM (Retd.) as Additional Director (Non-Executive & Independent), not liable to retire by rotation, with effect from May 12, 2026, subject to the approval of the members of the Company. Further, the members of the Company, vide resolution passed through postal ballot approved the appointment of Maj. Gen. Shailendra Singh, SM (Retd.) for a term of 5 (five) years, with effect from May 12, 2026.

The disclosures in respect to re-appointment of Directors as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations) and the Secretarial Standards on General Meeting (hereinafter referred to as ‘SS-2) are given in the Notice of ensuing AGM, forming part of the Annual Report The Independent Directors of the Company have confirmed that they:

a. meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations;

b. abide by the Code of Independent Directors as provided in the Schedule IV of the Act; and

c. have registered themselves on the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and also, they

hold high standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

KEY MANAGERIAL PERSONNEL

During the year under review, the following changes have occurred in the Whole-time Key Managerial Personnel (hereinafter referred to as ‘KMPs) of the Company:

• Mr. Arjit Gupta has resigned from the position of Company Secretary (KMP) and Compliance Officer of the Company w.e.f. December 12, 2025 (close of business hour); and

• Based on recommendation of the Nomination & Remuneration Committee, the Board of Directors approved the appointment of Ms. Sonal Gupta as the Company Secretary (KMP) and Compliance officer of the Company w.e.f. February 12, 2026.

As on March 31, 2026, the following persons were the KMPs of the Company in terms of provisions of Section 203 of the Act:

Name of the KMPs	Designation
Mr. Vinay Sharma	Managing Director
Mr. Ashwani Kumar Singhal	Chief Financial Officer
Ms. Sonal Gupta	Company Secretary and Compliance officer

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures;

(b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026, and of the profit/loss of the Company for the year ended on March 31, 2026;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis (please refer to the auditors opinion in their report dated May 28, 2026 on standalone and as well as consolidated financial statements of the Company with regard to material uncertainty related to going concern);

(e) proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

(f) systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

EVALUATION OF BOARD PERFORMANCE

The Board of Directors has carried out an annual performance evaluation of its own, Individual Directors and Board Committees pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated after seeking inputs from all Directors on the basis of the criteria such as Board composition, structures, effectiveness of Board processes, information and functioning etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge, competency, availability, attendance, commitment and contribution of the Individual Director to the Board and Committee meetings.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc.

Further, performance of Non-Executive Independent Directors was evaluated on additional criteria such as fulfillment of independence criteria by them and their independence from the management of the Company. The performance evaluation of Non-Executive Independent Directors was done by the entire Board of Directors and in the evaluation, the directors who are subject to evaluation had not participated.

Also, in a separate meeting of Non-Executive Independent Directors, performance of Non- Independent Directors, the Board as a whole and the Chairman were evaluated, taking into account formal & informal views of Executive Director and Non-Executive Director(s). The Directors expressed their satisfaction with the evaluation process.

Details of the familiarization programme of the Non-Executive Independent Directors are available on the website of the Company at www.dcm.in.

The above criteria of evaluation is based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. Based on inputs received from the Board members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed uniquely to the collective wisdom, drawing on their individual background and experience. Overall, the Board was functioning very well in a cohesive and interactive manner.

BOARD MEETINGS

During the financial year ending March 31, 2026, the Board met five times i.e. on May 27, August 14, November 01, November 12, 2025 and February 12, 2026. For further details regarding these meetings, Members may please refer ‘Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD

During the year under review, four committees of the Board were in place viz. Audit Committee, Nomination & Remuneration Committee, Share Transfer, Finance Facilities and Stakeholders Relationship Committee and Corporate Social Responsibility Committee which have been constituted in accordance with the applicable provisions of the Act and SEBI Listing Regulations. Further, the recommendations of these committees were accepted by the Board of Directors. For more details on the composition of the committees and meetings held during the year, the Members may please refer the ‘Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel (KMP) & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Companys website at www.dcm.in. The Nomination and Remuneration Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other employees, their remuneration structure, and disclosure(s) in relation thereto. There was no change in the Nomination and Remuneration Policy, during the year under review.

VIGIL MECHANISM

The Vigil Mechanism, as envisaged in the Act & rules made thereunder and SEBI Listing Regulations is addressed in the Companys ‘Whistle Blower Policy. In terms of the Policy, Directors/employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Companys Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Companys website at www.dcm.in. No personnel have been denied access to the audit committee.

CORPORATE SOCIAL RESPONSIBILITY

Due to continued losses in last few years, the Company was not required to spend any amount on CSR activities during the year 2025-26. The CSR Policy is available on the Companys website at www.dcm.in. The said policy lays down the guidelines and mechanism for undertaking socially useful programme for welfare and sustainable development of community at large. There was no change in the CSR Policy, during the year under review. The CSR Activities and its related particulars are enclosed as Annexure - V.

STATUTORY AUDITORS

Members of the Company at the 135^th AGM held on September 30, 2025, approved the re-appointment of M/s. S S Kothari Mehta and Co. LLP, Chartered Accountants, (Firm Registration no. 000756N/N500441), as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of the 135^th AGM held on September 30, 2025 until the conclusion of 140^th AGM of the Company.

The Auditors Report of M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, on Annual Financial Statements for the financial year ended on March 31, 2026, does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made thereunder, the Board of Directors of the Company have appointed M/s. Pragnya Pradhan & Associates, Company Secretaries (Firm Registration No. S2013DE213400) as the Companys Secretarial Auditors for term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30 to conduct Secretarial Audit.

The Secretarial Audit Report of the Company for the financial year ended March 31, 2026 as required under the Act, read with Rules made thereunder, and Regulation 24A of SEBI Listing Regulations, as amended, is enclosed herewith as ‘Annexure — I, and forms part of this Annual Report.

In terms of Regulation 24A of SEBI Listing Regulations, as amended, the Secretarial Audit Report of Companys material unlisted subsidiary i.e. DCM Infotech for the financial year 2025-26 is enclosed herewith as ‘Annexure — IA, and forms part of this Annual Report.

The Secretarial Audit Report of the Company and DCM Infotech for the financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remark or disclaimer.

COST AUDIT

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is maintaining cost records pertaining to Cast Iron Unit of the Company namely ‘DCM Engineering Products located at Village Asron, District Shaheed Bhagat Singh Nagar (Punjab)

- 144533.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s. V Kumar & Associates, Cost Accountants (Firm Registration No. 100137), as Cost Auditors, for the financial year 2026-27, for conducting cost audit of cost accounts pertaining to Cast Iron Unit of the Company namely ‘DCM Engineering Products located at Village Asron, District Shaheed Bhagat Singh Nagar (Punjab)

- 144533 at a fee of Rs. 5,000/- (Rupees Five Thousand Only) plus GST & out- of-pocket expenses, if any.

A resolution seeking approval of Members for ratification of the remuneration payable to the Cost Auditor of the Company for the financial year 2026-27 is included in the notice of 136^th AGM of the Company.

RISK MANAGEMENT

The Company has in place Risk Management Process for identifying/managing risks. The Companys Risk Management Framework helps in identifying risks

and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. The risk management process consists of risk identification, risk assessment, risk monitoring & risk mitigation. During the year, the Board was informed about measures taken for minimization of risks. The Board provides oversight and reviews the Risk Management process.

As stated under sub heading "Real Estate Division" under the Heading "State Of Companys Affairs/Operations Overview" of the Directors Report.

In view of inordinate delay and continuing breaches of obligations on the part of Developer to get the revocation of suspension order from Haryana Government, the Board of the Company in its meeting held on November 01, 2025 had approved to issue a Notice of forfeiture and termination to Developer in terms of Joint development Agreement dated August 11, 2022 (hereinafter referred to as ‘JDA) notifying Developer that the amount paid by them to DCM under JDA shall stand forfeited upon the expiration of 15 days from the date of receipt of said Notice of forfeiture and termination and the JDA shall stand terminated upon such forfeiture and all rights available to Developer under JDA shall stand revoked. The Developer has filed an application under section 9 of the Arbitration and conciliation Act 1996 seeking interim relief before the Honble Delhi High Court.

The said application of the Developer under section 9 was dismissed by the Court vide its order dated July 28, 2026. A Sole Arbitrator has also been appointed with the consent of both the parties in the matter in terms of JDA and Pending the adjudication of the Appeal filed by the Developer and the conclusion of the arbitration proceedings in the matter as per the details given above, without prejudice of Holding Companys right of forfeiture of advance of Rs. 5,000 lakhs received from the Developer under the JDA, no adjustment has been made in these accounts in respect of said advance of Rs. 5,000 lakhs and the same is being shown under current liabilities as on June 30, 2026. Pursuant to above, the current liabilities of the Group including the said advance of Rs. 5,000 lakhs under JDA, exceed the current assets by Rs. 508 lakhs as at June 30, 2026. The Holding Company believes that with the infusion of liquidity by focusing and managing of its real estate assets/operation including sale/disposal of Holding Companys land pieces, presently not in use for business operation, and/or the Holding Companys plan of restructuring of its Engineering Business Undertaking as well as other interim measures to improve liquidity, the Holding Company will be able to continue its operations for the foreseeable future.

INTERNAL FINANCIAL CONTROL

The Company has a well-placed, proper and adequate Internal Financial Control (IFC) system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and supported by internal audit by reputed audit firms.

The Internal Auditors independently evaluate the adequacy of internal controls. Independence of the audit and compliance is ensured by direct reporting by Internal Auditors to the Audit Committee of the Board.

All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review no transfer of unclaimed Dividend and shares of any Shareholders have been made to IEPF. Any person whose shares and/ or unclaimed/un-encashed dividend, fixed deposits, debentures and/or interest thereon, have been transferred to the IEPF, can claim back the shares and/or apply for refund of such dividend, fixed deposits, debentures, or interest thereon, as the case may be, by making an application to the IEPF Authority, in the prescribed Form.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is enclosed as ‘Annexure — II, and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investors@dcm.in.

Further, the details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors, KMPs and other employees of the Company, is enclosed as ‘Annexure — III, and forms part of this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company had entered into Material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statement, with Purearth, an Associate Company. These transactions were in the ordinary course of business of the Company and on arms length terms, therefore, provisions of Section 188(1) and related disclosure under 188(2) of the Act were not applicable. However, the details, in this regard, as required to be provided under Section 134(3)(h) of the Act, are given in Form AOC-2, which is enclosed as ‘Annexure - IV and forms part of this Annual Report.

The ‘Policy on Related Party Transactions is available on the Companys website at www.dcm.in.

Reference of Members is invited to Note no. 37 of the Standalone Financial Statements, which sets out the related party disclosures as per IND AS-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made and loans given and guarantee /security provided under Section 186 of the Act are given in the standalone financial statements. Please refer to note nos. 5, 6 and 8 of the standalone financial statements.

Further, pursuant to the approval given by the members, the Company in its capacity as title holder of land at Bara Hindu Rao/Kishanganj, Delhi (Project land), in respect of which the development rights were vested with a joint venture company in terms of SORA, has mortgaged the said land, for loans availed in connection with development of real estate project on the said Project land by joint venture company and also by a body corporate who has been developing residential project along with the said joint venture company. The outstanding amount of loans, on which mortgage was created, as on March 31, 2026 was Nil (previous year Rs. 74.00 Crores).

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company for the financial year 2025-26 is available on the Companys website at www.dcm.in.

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of SEBI Listing Regulations, forms part of this Annual Report. The certificate dated August 13, 2026 issued by M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, is enclosed as ‘Annexure - I of Corporate Governance Report and forms part of this Annual Report.

GENERAL DISCLOSURE

Your Directors state that during the year under review:

1. There were no deposits accepted by the Company under Chapter V of the Act;

2. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any scheme;

3. There was no change in the share capital of the Company;

4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise;

5. The Company has not transferred any amount to the General Reserve;

6. The Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud pursuant to Section 143(12) of the Act and rules made thereunder;

7. No material changes/commitments of the Company have occurred after the end of the financial year 2025-26 and till the date of this report, which affect the financial position of your Company;

8. No significant or material order was passed by any Regulator, Court or Tribunal which impact the ‘going concern status and Companys operations in future;

9. There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016;

10. There was no instance of onetime settlement with any Bank or Financial Institution;

11. The Company has met all its obligations towards repayment of principal and interest on loans availed, if any;

12. The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ Code on Social Security, 2020;

13. The Company has Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there were no cases reported under the said Act; and

14. The Company has complied with mandatory applicable Secretarial Standards issued by Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENT

The Directors wish to acknowledge and thank the Central and State Governments and all regulatory bodies for their continued support and guidance. The Directors thank the shareholders, customers, business associates, Financial Institutions and/or Banks for the faith reposed in the Company and its management. The Directors place on record their deep appreciation of the dedication and commitment of your Companys employees at all levels and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

DCM Limited

Jitendra Tuli

Chairman

DIN: 00272930