DCM Ltd Directors Report

Your directors have pleasure in presenting this 135 th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the nancial year ended March 31, 2025.

ECONOMIC SCENARIO

Indias economic performance in scal year 2024-25 demonstrated remarkable resilience and sustained growth, solidifying its position as one of the worlds fastest-growing major economy. e provisional estimate for real Gross Domestic Product (GDP) growth for FY24-25 stood at a robust 6.5%, with a notable acceleration to 7.4% in the fourth quarter of the scal year, surpassing initial expectations. (Source: Ministry of Statistics and Programme Implementation, Government of India) Monetary and scal policies played a pivotal role in navigating global uncertainties and fostering domestic stability. e Reserve Bank of India (RBI) implemented signicant adjustments, including a cumulative 100 basis points (bps) reduction in the repo rate since February 2025. ese adjustments signal a calibrated approach, providing necessary stimulus while indicating a potential pause in the rate cut cycle. On the scal front, consolidation eorts continued, with the central governments Gross Fiscal Decit (GFD) reducing to 4.7% of GDP in 2024-25 from 5.5% in the preceding year. (Source: RBI and the Government of Indias Ministry of Finance/Controller General of Accounts (CGA)) e economic path for FY25-26 appears promising, with India projected to sustain a real GDP growth rate of 6.5%. e Consumer Price Index ination is targeted around 4.0% for the upcoming scal year. Despite this positive outlook, signicant challenges persist, including ongoing global uncertainties, geopolitical tensions, and the rise of trade protectionism. (Source: RBI and CGA)

FINANCIAL SUMMARY

Your Companys performance during the nancial year ended on March 31, 2025, along with previous years gures is summarized below:

(Rs. in Lacs)

	Standalone		Consolidated
Particulars	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
Prot/(Loss) before	652.80	521.41	3,053.74	1,429.97
Interest, Depreciation and
Tax
Less: Finance Cost	170.74	198.49	182.68	204.89
Less: Depreciation	330.43	390.82	411.29	464.62
Add: Share of Prot	-	-	1,997.66	(49.93)
of equity accounted
investments
Prot/(Loss) before Tax	151.63	(67.90)	2,459.77	760.46
Less: Provision for tax	-	-	268.10	239.92
Prot/(Loss) after tax	151.63	(67.90)	2,191.67	520.54
Other Comprehensive	21.99	58.06	23.37	61.05
Income, net of tax
Total Comprehensive	173.62	(9.84)	2,215.04	581.59
income/(loss)
Add: Prot/(Loss)	(2,304.81)	(2,294.97)	(1,007.39)	(1,588.98)
brought forward
Balance Prot/(Loss)	(2,131.19)	(2,304.81)	1,207.65	(1,007.39)
carried forward

DIVIDEND

e Board of Directors did not approve/recommend any dividend on the Equity Shares of the Company during the nancial year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

e 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, notied 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

e 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 manufacturing and supplying castings across all segments in the automotive market: cars, multi-utility vehicles, tractors, light commercial vehicles, heavy commercial vehicles and earth moving equipment.

Since 2016, the Division has faced a hostile environment in which production of good quality products in a cost-eective way could not be achieved due to the continued situation of labour unrest. In view of said situation of industrial unrest at Engineering Division, the Company has declared temporary lockout of its Engineering Division w.e.f. October 22, 2019.

e lockout was opposed by the workmen of said Engineering Division and presently the matter remains sub-judice before the labour authorities. Based on the legal advice received by the Company, the management is of the view that the present lockout is legal and justied. e said lockout of Engineering operations continues till date.

Further, due to payment of dues of creditors (including banks) of Engineering Division, Section II of the Composite Scheme of Arrangement approved by the Board on November 28, 2019 relating to restructuring of Engineering Business and outstanding loans and liabilities pertaining to Engineering Business Undertaking, had become infructuous. Pursuant to the above the Board of Directors of the Company in their meeting held on May 29, 2023 had withdrawn the aforesaid original composite scheme of arrangement.

e Company is evaluating and pursuing various options concerning its Engineering business/ operations. As and when anything is nalized, it shall seek requisite approvals from the Board and other stakeholders. In the interim, the Company is continuing with its factory upkeep endeavours and to rationalize the workmen force.

Real Estate Division

e Company has initiated the process of development of its land parcel admeasuring about 68.35 acres situated near Mela Ground, Hisar, Haryana (hereinafter referred to as Hisar land). In this connection, the Company has entered into Joint Development Agreement with a party (Developer) for development of its said Hisar land under Deen Dayal Jan Awas Yojna. e Company received licence No. -179 of 2022 dated November 07, 2022 from the Director, Town and Country Planning, Haryana, Chandigarh (DTCP) for setting up of aordable residential plotted colony under Deen Dayal Jan Awas Yojana-2016 (DDJAY-2016) on 67.275 acres of the aforesaid Hisar land (hereinafter referred to as Real Estate Project).

e Haryana Real Estate Authority, Panchkula (HRERA, Panchkula) has also registered the Companys said Real Estate Project vide Registration no. HRERAPKL-HSR-427-2023. e Company is designated as Promoter of the Project in the HRERA Registration in its capacity as licensee and owner of the Project land.

However, DTCP vide its order no. LC-4455/JE(S)/2023/10909-21 dated April 18, 2023 suspended the said Licence, till further orders, taking a note that an enquiry has been initiated against the Company by Deputy Commissioner, Hisar in respect of Companys Hisar land. HRERA, Panchkula, has also issued a Public Notice informing that aforesaid Registration issued to Companys Hisar project is kept in abeyance till further orders.

e Company along with the Developer continues to put its earnest eorts to take up the matter of revocation of said suspension order with the concerned authorities. However, the said matter remained pending as on date.

e Company as well as the Developer are hopeful that the requested revocation of the suspension order of licence no.179 of 2022 will be acceded to by the authorities and that the development work on the land shall start soon thereafter.

IT Business

e Company is engaged in the business of providing IT Infrastructure services specializing in networking, analytics, cloud and digital technologies through its material wholly owned subsidiary namely DCM Infotech Limited (hereinafter referred to as Material unlisted Subsidiary Company/ DCM Infotech). During the year under review, the sales and other income of DCM Infotech was Rs. 70.43 Crores (previous year Rs. 68.89 Crores) and Prot before Tax was Rs. 10.61 Crores (previous year Rs. 9.56 Crores). Over the last 12 months, DCM Infotech has aggressively pursued building capabilities in Gen AI, Automation, and Cyber Security. is initiative helps DCM Infotech to build a prospect base for the coming years with relevant solutions in these areas. DCM Infotech is also increasing partnerships and investing in Agent AI oerings.

Despite the value-conscious nature of the Indian market, which often results in low price points even in new technology areas like automation, DCM Infotech has continued to build capabilities to deliver competitively priced solutions. e low entry barriers in the Indian IT sector means DCM Infotech faces signicant pricing pressure, but this also drives DCM Infotech to innovate and enhance service oerings. DCM Infotech believes that India would be the skilling ground to pick up business in the US.

DCM Infotech sees tremendous growth potential in the AI IT Ops, Generative AI, Agentic AI, and Automation markets across both the US and India. To seize this opportunity, DCM Infotech is strategically expanding solution oerings and strengthening OEM partnerships, positioning itself for accelerated success in the coming nancial year.

DCM Infotech sees immense opportunities to grow its services and product sales in both the US and India and is continuously investing in its sales and marketing activities.

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

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on April 1, 2024 and at present, the Company has ve (5) subsidiaries and one (1) associate company within the meaning of Section 2(87) and 2(6) of the Act, respectively.

Please refer to the State of the Company Aairs /Operations review for the performance of DCM Infotech. e other subsidiaries of the Company are presently not carrying out any business operations.

Purearth Infrastructure Limited (Purearth), an Associate entity, in which Company holds 16.56% equity shareholding, is in the business of construction and development of real estate project(s). During the nancial year 2024-25, it has reported Revenue from operation ofRs. 221.85Crores (previous year Rs. 62.47 Crores) and the Prot/(Loss) after tax wasRs. 119.57 Crores(Previous year Rs. (2.98) Crores).

During the nancial year 2024-25, the shareholders of the Company approved, via Postal Ballots, the following material modication(s) to the existing related party transaction with Purearth: i) Granting further extension of repayment period of the book debts of about Rs. 20 Crores (Rupees Twenty Crores only) including interest accrued / to be accrued thereon of aggregating to about Rs. 30 Crores (Rupees irty Crores only) owed by the Company to Purearth for purchase of Residential Units in the project Amaryllis, Central Delhi, by additional 12 months i.e. from four years and six months period (54 months) to ve years and six months period (66 months) from the date of execution of respective agreement(s) by the Company with Purearth i.e. March 27, 2021 & April 17, 2021. ii) Charging rate of interest eective from November 1, 2024 @ 7.40% + (0.25%) p.a. i.e. @7.65% or Fixed Deposit rate for 2 years, whichever is higher; but not less than prevailing yield of Government Security closest to tenor of 2 years.

Pursuant to provisions of Section 129(3) of the Act read with rules made thereunder, a statement containing salient features of the nancial statements performance and nancial position of each of the subsidiaries and associate / joint venture companies in Form AOC-1 is provided as part of the nancial statements of the Company and hence not repeated here for the sake of brevity. e Material Subsidiary Policy, is available on the Companys website at https://dcm.in/wp-content/uploads/2024/08/Material-Subsidiary-Policy.pdf. Pursuant to the provisions of Section 136 of the Act, the nancial statements (Standalone & Consolidated) of the Company along with relevant documents and separate audited accounts in respect of subsidiaries, 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 nancial year ended on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

During the year under review, Mr. Bipin Maira (DIN:05127804) and Prof. Sudhir Kumar Jain (DIN:06419514) completed their 2 nd term of ve (5) years as Non-Executive Independent Directors on August 3, 2024 (close of business hours). Consequently, they both ceased as Non-Executive Independent Directors of the Company. Mr. Bipin Maira also ceased as Non-Executive Chairman of the Board of Directors of the Company w.e.f. August 3, 2024 (close of business hours). e Board of Directors of the Company had expressed its deep appreciation and gratitude to Mr. Bipin Maira and Prof. Sudhir Kumar Jain for their extensive contribution during their tenure as Non-Executive Independent Directors of the Company.

Mr. Jitendra Tuli (DIN: 00272930) resigned from the position of Managing Director of the Company w.e.f. August 3, 2024 (close of business hours). However, he continues on the Board as a Non-Executive Non-Independent Director of the Company w.e.f. August 4, 2024. Further, he was appointed as Non-Executive Chairman of the Board of Directors of the Company w.e.f. August 4, 2024. e Board of Directors, on the recommendation of the Nomination and Remuneration Committee, and after considering the integrity, knowledge, experience, expertise, and prociency of Mr. Ajay Vir Jakhar (DIN: 00156804) and Mr. Aditya Katoch (DIN: 05197924) accorded its approval to appoint them as Additional Independent Directors (Non-Executive) of the Company, not liable to retire by rotation, for 1 st term of ve (5) consecutive years w.e.f. August 04, 2024 upto August 03, 2029 (both days inclusive), which was subsequently approved by the Members at the Annual General Meeting (hereinafter referred to as AGM) held on September 30, 2024.

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had accorded its approval to appoint Mr. Yuv

Bharat Ram (DIN: 08558056) and Mr. Rahil Bharat Ram (DIN: 08839924) as Additional Directors (Non-Executive) of the Company, liable to retire by rotation, w.e.f. August 04, 2024, which was subsequently approved by the Members at the AGM held on September 30, 2024.

e Board of Directors, on the recommendation of the Nomination and Remuneration Committee, and after considering the integrity, knowledge, experience, expertise, prociency and performance of Dr. Kavita A Sharma (DIN: 07080946) accorded its approval to re-appoint her as a Non-Executive Independent Woman Director of the company, not liable to retire by rotation, for 2 nd term of ve (5) consecutive years w.e.f. November 14, 2024 upto November 13, 2029 (both days inclusive), which was subsequently approved by the Members at the AGM held on September 30, 2024.

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had accorded its approval to appoint Mr. Vinay Sharma (DIN: 08977564), Executive Director (Business Operations) as Managing Director of the Company, liable to retire by rotation, for a period of three (3) years w.e.f. August 4, 2024 upto August 3, 2027 (both days inclusive), which was subsequently approved by the Members at the AGM held on September 30, 2024.

In accordance with the applicable provisions of the Act, Mr. Jitendra Tuli (DIN: 00272930) and Mr. Sumant Bharat Ram (DIN: 00052833), Directors liable to retire by rotation at the ensuing AGM, being eligible, have oered themselves for re-appointment. Your Directors recommend the re-appointment of Mr. Jitendra Tuli and Mr. Sumant Bharat Ram, for approval of the Members, at the ensuing AGM.

e 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 Meetings (hereinafter referred to as SS-2) are given in the Notice of ensuing AGM, forming part of the Annual Report e Independent Directors of the Company have conrmed 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 Aairs.

In the opinion of the Board, there has been no change in the circumstances which may aect the status of Independent Directors of the Company and also they hold highest standards of integrity and possess requisite expertise and experience required to full their duties as Independent Directors.

All the Directors have conrmed adherence to the Companys Code of Conduct. Your Company acknowledges the importance of Board diversity in fostering rich discussions and ensuring comprehensive evaluation of key matters presented before the Board. In line with this commitment, the Board comprises Directors with diverse backgrounds and expertise. Further, in compliance with Section 149(1) of the Act, your Company has appointed a Non-Executive Independent Women Director on its Board.

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. Jitendra Tuli has resigned from the position of Managing Director (KMP) of the Company w.e.f. August 3, 2024 (close of business hour);

• Based on recommendation of the Nomination & Remuneration Committee and Board of Directors, the Members of the Company approved the appointment of Mr. Vinay Sharma as a Managing Director (KMP) of the Company for a period of three years w.e.f. August 4, 2024 upto August 3, 2027;

• Mr. Yadvinder Goyal has resigned from the position of Company Secretary (KMP) and Compliance Ocer of the Company w.e.f. December 09, 2024 (close of business hour);

• Based on recommendation of the Nomination & Remuneration Committee, the Board of Directors approved the appointment of Mr. Arjit Gupta as the Company Secretary (KMP) and Compliance ocer of the Company w.e.f. February 13, 2025; and

• Based on recommendation of the Nomination & Remuneration Committee and Audit Committee, the Board of Directors approved the re-appointment of Mr. Ashwani Kumar Singhal as the Chief Financial Ocer (KMP) of the Company for the period of three years w.e.f. April 01, 2025.

As on March 31, 2025, the following persons were the KMPs of the Company in terms of provisions of Section 203 of the Act:

S. No. Name of the KMPs	Designation
1 Mr. Vinay Sharma	Managing Director
2 Mr. Ashwani Kumar Singhal	Chief Financial Ocer
3 Mr. Arjit Gupta	Company Secretary and Compliance
	ocer

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 nancial year ended on March 31, 2025, 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 aairs of the Company as on March 31, 2025, and of the prot of the Company for the year ended on March 31, 2025; (c) proper and sucient 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 27, 2025 on standalone and as well as consolidated nancial statements of the Company with regard to material uncertainty related to going concern); (e) proper internal nancial controls were in place and that such internal nancial controls were adequate and operating eectively; and (f) systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating eectively.

EVALUATION OF BOARD PERFORMANCE

e 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. e performance of the Board was evaluated after seeking inputs from all Directors on the basis of the criteria such as Board composition, structures, eectiveness of Board processes, information and functioning etc.

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

e 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, eectiveness of Committee meetings etc.

Further performance of Non-Executive Independent Directors was evaluated on additional criteria such as fulllment of independence criteria by them and their independence from the management of the Company. e 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). e 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 https://dcm.in/ wp-content/uploads/2025/02/Familiarization-Programme-For-Independent-Directors.pdf e above criteria of evaluation are 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, qualications and diversity. Each Board member contributed uniquely to the collective wisdom, drawing on their individual background and experience. is fostered active participation and ensured ample time for strategic discussions. Overall, the Board was functioning very well in a cohesive and interactive manner.

BOARD MEETINGS

During the nancial year ended on March 31, 2025, the Board met ve times i.e. on May 27, 2024, July 31, 2024, August 13, 2024, November 13, 2024 and February 13, 2025. For further details regarding these meetings, Members may please refer Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD

At present, four standing committees of the Board are 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. During the year under review, recommendations of these committees, if any, were accepted by the Board of Directors. For further 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

e Nomination and Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel (KMPs) & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Companys website at https://dcm.in/wp-content/uploads/2024/09/Nomination-and-Remuneration-Policy-1.pdf. e 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. ere was no change in the Nomination and Remuneration Policy, during the year under review.

VIGIL MECHANISM

e 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. e Policy provides for adequate safeguards against victimization of the Whistle Blower. e Policy is available on the Companys website at https://dcm.in/wp-content/uploads/2022/07/Whistle-Blower-Policy.pdf. 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 nancial year 2024-25. e Corporate Social Responsibility Policy is available on the Companys website at https:// dcm.in/wp-content/uploads/2025/02/CSR-Policy-DCM-Limited.pdf. e said policy lays down the guidelines and mechanism for undertaking socially useful programme for welfare and sustainable development of community at large. ere was no change in the Corporate Social Responsibility Policy, during the year under review.

STATUTORY AUDITORS

Members of the Company at the 130 th AGM held on September 25, 2020, approved the appointment of M/s. S S Kothari Mehta and Co., Chartered Accountants, (Firm Registration no. 000756N), as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of the 130 th AGM held on September 25, 2020 until the conclusion of 135 th AGM of the Company.

Further, the Statutory Auditors of the Company have changed their constitution from their existing partnership rm M/s. S S Kothari Mehta & Co., to M/s. S S Kothari Mehta & Co. LLP. Consequently their registration no. with ICAI had also changed from 000756N to 000756N/N500441. In terms of MCA General Circular No. 09/2013 dated April 30, 2013 and ICAI Guidelines dated November 4, 2011, if a CA audit rm being an auditor of the Company gets converted into an LLP after complying with the provisions of the LLP Act, 2008 then such an LLP would be deemed to be auditor of said Company. e Board of Directors of the Company have taken note of the above.

e Auditors Report of M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, on Annual Financial Statements (Standalone & Consolidated) for the nancial year ended on March 31, 2025, does not contain any qualication, reservation or adverse remark or disclaimer.

e term of the Statutory Auditors is expiring on the conclusion of the ensuing AGM. Accordingly, upon recommendation of Audit Committee, the Board of Directors has approved the re-appointment of M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration No. 000756N/N500441) as the Companys Statutory Auditors for a second term of ve consecutive years to hold oce from the conclusion of the ensuing AGM to be held in the year 2025 till the conclusion of the 140 th AGM of the Company to be held in the year 2030, subject to approval by the members of the Company at the ensuing 135 th AGM. A resolution in regard to re-appointment of Statutory Auditors is included in the notice of 135th AGM of the Company.

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) to conduct Secretarial Audit for the nancial year 2024-25.

e Secretarial Audit Report of the Company for the nancial year ended March 31, 2025 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 nancial year 2024-25 is enclosed herewith as Annexure – IA , and forms part of this Annual Report.

e Secretarial Audit Report of the Company and DCM Infotech for the nancial year ended March 31, 2025, does not contain any qualication, reservation or adverse remark or disclaimer.

In terms of Regulation 24A of SEBI Listing Regulations, as amended, the Board of Directors upon recommendation of Audit Committee has approved the appointment of M/s. Pragnya Pradhan & Associates, Company Secretaries (Firm Registration No. S2013DE213400), as the Companys Secretarial Auditors for term of ve consecutive years commencing from nancial year 2025-26 till nancial year 2029-30, subject to approval by the members of the Company at the ensuing 135 th AGM.

A resolution in regard to appointment of Secretarial Auditors is included in the notice of 135th AGM of the Company.

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 nancial year 2025-26, for conducting cost audit of cost accounts pertaining to DCM Engineering Products at a fee of Rs. 5,000/- (Rupees Five ousand Only) plus GST & out-of-pocket expenses, if any.

A resolution seeking approval of Members for ratication of the remuneration payable to the Cost Auditor of the Company for the nancial year 2025-26 is included in the notice of 135 th AGM of the Company.

RISK MANAGEMENT

e Company has in place Risk Management Process for identifying / managing risks. e 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. e risk management process consists of risk identication, risk assessment, risk monitoring & risk mitigation. During the year, the Board was informed about measures taken for minimization of risks. e Board provides oversight and reviews the Risk Management process.

As stated under sub-heading Real Estate Division under the Heading State of the Companys aairs / Operations Overview of this Directors Report, the Company is taking necessary action in the matter for revocation of order of the Director,

Town and Country Planning, Haryana, Chandigarh (DTCP) suspending the Licence for setting up of aordable residential plotted colony under Deen Dayal Jan Awas Yojana-2016 (DDJAY-2016) on 67.275 acres of the Companys land parcel situated near Mela Ground, Hisar, Haryana. e Board believes that with the revocation of said suspension order of license no.179 of 2022 and infusion of liquidity by focusing /managing of its real estate operations and/or the Companys plans of restructuring of its Engineering Business Undertaking as well as other interim measures to improve liquidity, the Company will be able to continue its operations for the foreseeable future.

INTERNAL FINANCIAL CONTROL

e 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. e Companys IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and supported by internal audit by reputed audit rms.

e 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 ndings 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, xed deposits, debentures and/or interest thereon, have been transferred to the IEPF in previous year, can claim back the shares and/or apply for refund of such dividend, xed 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

e 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.

Disclosure under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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. e 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 nancial statement, with Purearth, an Associate Company. ese 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.

e Policy on Related Party Transactions is available on the Companys website at https://dcm.in/wp-content/uploads/2024/08/RPT-Policy-DCM-Limited-1.pdf. Reference of Members is invited to Note no. 41 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, as applicable, are given in the standalone nancial statements. Please refer to note nos. 5,6 and 8 of the standalone nancial 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. e outstanding amount of loans, on which mortgage was created, as on March 31, 2025 was Rs. 74.00 Crores (previous year Rs. 214.92 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 nancial year 2024-25 is available on the Companys website at https://dcm.in/147-2/

CORPORATE GOVERNANCE

e report on Corporate Governance in terms of SEBI Listing Regulations, forms part of this Annual Report. e certicate dated August 14, 2025 issued by M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, is enclosed as Annexure - V and forms part of this Annual Report.

DETAILS OF AGREEMENTS SPECIFIED IN CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III READ WITH REGULATION 30A OF SEBI LISTING REGULATIONS

1 Number of agreements :	2 (Two)
subsisting on the date of
notication
2 Salient features of the :	As \u2018Annexures - VI & VIA\u2019
agreements
3 Link to the webpage where :	https://dcm.in/wp-
the complete details of the	content/uploads/2023/08/
agreements are available	SEIntimation30ADCM.pdf
	https://dcm.in/wp-content/
	uploads/2023/09/Details-of-
	Subsisting-Agreement-Reg-30A-of-
	SEBI-LODR.pdf

GENERAL DISCLOSURE

Your Directors state that during the year under review:

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

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

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

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

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

6. e 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 nancial year 2024-25 and till the date of this report, which aect the nancial position of your Company;

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

9. ere were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016; 10. ere was no instance of onetime settlement with any Bank or Financial Institution; 11. e Company has met all its obligations towards repayment of principal and interest on loans availed, if any; 12. e Company is in compliance of the provisions relating to the Maternity Benet Act, 1961, to the extent applicable; 13. e 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 i.e. Act; and 14. e Company has complied with mandatory applicable Secretarial Standards issued by Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENT

e Directors wish to acknowledge and thank the Central and State Governments and all regulatory bodies for their continued support and guidance. e Directors thank the shareholders, customers, business associates, Financial Institutions and/or Banks for the faith reposed in the Company and its management. e 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
	For DCM Limited
	Sd/-
	Jitendra Tuli
Place: Delhi	Chairman
Date: August 14, 2025	DIN: 00272930