DCM Nouvelle Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 10^th Annual Report on the business and operations of DCM Nouvelle Limited ("DCMNVL"/ the "Company"), together with the Audited Financial Statements for the Financial Year ended March 31, 2026 and other accompanying reports, notes, and certificates.

Company Overview

DCM Nouvelle Limited stands as a distinguished name in Indias textile industry, carrying forward a rich legacy of over a century with a strong focus on quality, innovation and sustainability. Emerging from the demerger of DCM Limited, the Company combines its enduring heritage with advanced manufacturing capabilities to deliver superior products and create long-term value. The Company manages its flagship DCM Textiles unit at Hisar, Haryana, a leading manufacturer and exporter of 100% cotton yarn in North India. Equipped with a state-of-the-art spinning facility comprising 1,57,872 spindles and an annual production capacity of approximately 40,000 MT, the Company manufactures premium-quality 100% cotton carded, combed, compact and two-ply yarns in counts ranging from Ne 14s to Ne 40s, catering to diverse applications across garments, home textiles and industrial fabrics.

Through its premium brands "FUTURO", "PRIMERO", "DINERO" and "CCY", representing compact, combed, and carded & double yarns respectively, along with its portfolio of Better Cotton (BCI) and sustainable yarns, DCM Textiles has strengthened its position as a trusted supplier of high- quality cotton yarn. The Companys products are renowned for their consistency, quality and reliability, enabling it to build long-standing relationships with customers in both domestic and international markets. Today, DCM Nouvelle exports its products to 16 countries across Asia, Europe, Africa and the Middle East, while continuing to expand its global footprint and customer base.

During FY 2025-26, the Company further strengthened its manufacturing capabilities through strategic investments in advanced technologies, including the installation of an Individual Spindle Monitoring System, Carriage Tube Loader Assembly and Two-for-One (TFO) Twisters to enhance productivity, improve operational efficiency and ensure superior product quality. Reinforcing its commitment to sustainable manufacturing, the Company also commissioned a 500 KW ground-mounted solar power plant to improve energy efficiency and reduce its environmental footprint. Guided by its ESG vision, DCM Nouvelle continues to promote responsible manufacturing through renewable energy adoption, water circularity initiatives, cleaner production processes, zero-liquid- discharge systems and adherence to globally recognized certifications, including OEKO-TEX? and organic yarn traceability standards.

Despite evolving global trade dynamics, cotton price volatility and geopolitical uncertainties during FY 2025-26, DCM Nouvelle remained resilient through disciplined execution, prudent cost management and strong customer relationships. The Company continued to leverage digital transformation, automation and smart manufacturing practices to enhance operational agility, while investing in product innovation, sustainable yarns and human capital to meet evolving customer requirements. Backed by a strong legacy, robust manufacturing infrastructure and an unwavering commitment to excellence, DCM Nouvelle remains well-positioned to capitalize on emerging opportunities and create sustainable value for all stakeholders while reinforcing its vision of being a preferred global supplier of high-quality cotton yarn.

Financial Performance

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016, with transition date from April 1, 2015. Accordingly, the financial reports for current Financial Year 2025-26 and previous Financial Year 2024-2025 have been prepared as per Ind AS reporting framework.

The summarized financial highlight is depicted below:

(Rs. in Lacs)

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue
Revenue from Operations	1,01,517	1,05,845	1,02,707	1,07,589
Other Income	143	774	136	585
Total Revenue	1,01,660	1,06,619	1,02,843	1,08,174
Expenses
Cost of materials consumed	76,334	78,909	77,324	80,385
Employee Benefit Expenses	6,223	6,077	7,173	6,920
Depreciation	2,276	2,277	2,881	2,901
Finance Costs	1,888	2,611	1,911	2,636
Changes in inventories of finished goods and work-in-progress	(934)	950	(1,268)	503
Other Expenses	13,353	13,223	13,891	13,922
Total Expenses	99,140	1,04,047	1,01,912	1,07,267
Profit/(Loss) before Exceptional Items and Tax	2,520	2,572	931	907
Exceptional Items	3,747	(466)	192	(466)
Profit/(Loss) before Tax	(1,227)	3,038	739	1373
Tax Expenses
A. Current Tax	682	325	682	325
B. Deferred Tax	(107)	446	(107)	446
Total Tax Expenses	575	771	575	771
Profit/(Loss) after Tax	(1,802)	2,267	164	602
Other comprehensive Income	18	10	21	10
Total comprehensive Income/loss for the year	(1,784)	2,277	185	612
Earnings Per Share (Rs.)	(9.65)	12.14	1.93	4.77

Performance Highlights Standalone Financial Statements

During FY 2025-26, the Companys revenue from operations stood at 1,01,517 lacs as against 1,05,845 lacs in the previous year. Despite lower revenues, the Company maintained stable operating profitability with profit before exceptional items and tax of 2,520 lakh compared with 2,572 lacs in FY 2024-25. However, the financial performance for the year was adversely impacted by exceptional items amounting to 3,747 lacs, including impairment-related adjustments and Statutory Impact of New Labour Codes introduced on November 21, 2025 by Ministry of Labour and Employment. Consequently, the Company reported a loss before tax of 1,227 lacs and a net loss after tax of 1,802 lacs, compared with a profit after tax of 2,267 lacs in FY 2024-25. The decline in profitability was primarily attributable to these one-time exceptional charges, while the underlying operating performance remained largely resilient.

Consolidated Financial Statements

During FY 2025-26, the Groups revenue from operations stood at 1,02,707 lacs as against 1,07,589 lacs in the previous year. Despite lower revenues and challenging market conditions, the Group maintained a stable operating performance, reporting a profit before exceptional items and tax of 931 lacs compared with 907 lacs in FY 202425. However, the financial performance for the year was adversely impacted by exceptional items amounting to 192 lacs due to Statutory Impact of New Labour Codes introduced on November 21, 2025 by Ministry of Labour and Employment. Consequently, the Group reported a profit before tax of 739 lacs and a profit after tax of 164 lacs, compared with a profit after tax of 602 lacs in FY 2024-25.

Dividend

The Board of Directors of your Company ("Board"), after considering the relevant circumstances holistically and keeping in view the Companys Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for the year under review.

Dividend Distribution Policy

The Company has formulated a dividend distribution policy in terms of the requirements of the provisions of Regulation 43A of the SEBI Listing Regulations, as amended. The Dividend Distribution Policy is available on your Companys website on Weblink.

Reserves

Your Company has not transferred any amount to General Reserves for the year ended March 31, 2026.

Change in the Nature of Business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2026.

Material Changes and Commitments, affecting the Financial Position of the Company:

There were no material changes and commitments affecting the financial position of your Company between the end of FY 2025-2026 and the date of this report, which could have an impact on your Companys operation in the future or its status as a "Going Concern".

Capital Structure

During the year under review, there has been no change in the capital structure of the Company. As on March 31,2026, the Authorised Share Capital was 20,05,00,000/- and Paid- up capital was 18,67,77,490/-.

Subsidiaries, Joint Ventures & Associates:

Details of Subsidiaries/Associates

As on March 31, 2026, the Company had 1 (One) Subsidiary and 1 (One) Associate only as detailed below:

Sr. No. Name of Subsidiary	Date of creation of interest	Nature of interest/percentage of shareholding	Location
1. DCM Nouvelle Specialty Chemicals Limited	02.02.2022	Material Subsidiary (88.42%)	India
2. AMPIN C&I Power Three Private Limited	05.06.2025	Associate Company (26%)	India

About DCM Nouvelle Specialty Chemicals Limited

DCM Nouvelle Specialty Chemicals Limited (DCMSCL) was incorporated as a Public Limited Company on February 2, 2022, under the Companies Act, 2013, with its registered office in New Delhi, India. As of March 31, 2026, DCM Nouvelle Limited held an 88.42% equity stake in the company. DCMSCL is engaged in the manufacturing of specialty chemicals, with a primary focus on specialty amines. The company operates a state-of-the-art manufacturing facility in Ujjain, Madhya Pradesh, equipped with advanced production technologies and modern infrastructure.

Its current product portfolio includes Benzylamine, which is widely used in the manufacture of pharmaceuticals, crop protection chemicals, and explosives, and Dibenzylamine, which finds applications in rubber processing chemicals, agrochemicals, dyes, pharmaceuticals, and polymer manufacturing. Through its advanced manufacturing capabilities and focus on high-quality specialty chemicals, DCMSCL caters to the evolving requirements of domestic and international customers.

About AMPIN C&I Power Three Private Limited

AMPIN C&I Power Three Private Limited is engaged in the development, ownership, operation, and management of renewable energy assets, with a primary focus on solar power generation and allied infrastructure. The Company undertakes the generation, transmission, distribution/supply and sale of electricity generated from solar power plant through grid-connected and distributed generation models. It develops and manages renewable energy projects through strategic alliances, joint ventures, and other collaborative arrangements. DCM Nouvelle Limited has entered into a power purchase agreement (PPA) with AMPIN C&I Power Three Private Limited for purchase of its solar power plant from in Sirsa (Haryana) for 20 MW and invested 700 Lacs as 26% equity in AMPIN C&I Power Three Private Limited.

Financial Performance of Subsidiaries/Associate Companies

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries and associates in Form AOC-1 as Annexure-A, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary company shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days. Financial statements and related detailed information of subsidiary company shall also be kept for inspection by any shareholders during working hours at your Companys registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company on Weblink.

Financial Highlights of DCM Nouvelle Specialty Chemicals Limited

During FY 2025-26, DCM Nouvelle Specialty Chemicals Limited reported revenue from operations of 1,190 lacs as compared to 1,743 lacs in the previous year, resulting in total income of 1,195 lacs. The decline in revenue was primarily attributable to lower sales volumes during the year. Total expenses stood at 2,799 lacs as against 3,445 lacs in FY 2024-25, with lower raw material and other operating expenses partially offset by higher employee benefit costs. Consequently, the Company reported a loss before exceptional items and tax of 1,605 lacs compared with a loss of 1,682 lacs in the previous year, indicating a marginal improvement in operating performance. During the year, the Company recognized an exceptional expense of 6.02 lacs on account of the impact of Labour Codes, resulting in a loss before tax and loss after tax of 1,611 lacs as against a loss of 1,682 lacs in FY 2024-25. Other comprehensive income amounting to 3.20 lacs arising from remeasurement of defined benefit obligations resulted in a total comprehensive loss of 1,608 lacs for the year.

The Company continues to be in the stabilization and scale- up phase of its specialty chemicals business. Despite lower revenues, the operating performance improved marginally during the year, and the Company remains focused on enhancing capacity utilization, improving operational efficiencies and expanding its customer base to achieve sustainable profitability in the coming years.

Financial Highlights of AMPIN C&I Power Three Private Limited

*During the period ended March 31, 2026, AMPIN C&I Power Three Private Limited reported other income of 2.17 lacs, comprising primarily interest income earned on bank deposits. The Company incurred total expenses of 32.18 lacs, mainly towards statutory taxes, legal and professional charges, audit fees, bank charges, and other administrative expenses. Consequently, the Company reported a loss before tax of 30.01 lacs. The recognition of a deferred tax credit of 8.04 lacs resulted in a loss after tax of 38.05 lacs. As there were no items of Other Comprehensive Income during the period, the total comprehensive loss for the period also stood at 38.05 lacs.

During the period, the Company remained in its project development and implementation phase and, accordingly, did not generate any operating revenue. Significant investments were made towards the development of the power project, resulting in Capital Work-in-Progress (CWIP) of 7,504.84 lacs as at March 31, 2026. The project was funded through equity contributions of 2,670 lacs and term borrowings aggregating to 4,647.77 lacs (before current maturities). The Company continues to focus on the execution and timely commissioning of its project, which is expected to facilitate the commencement of commercial operations and revenue generation in the subsequent periods.

* These Figures are provisional

Material Subsidiaries

As on March 31, 2026, the Company had 1 (One) unlisted material subsidiary. Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on website of your Company on Weblink.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel Board of Directors

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive, and Independent Directors.

The Board of the Company has 9 (Nine) Directors comprising 1 (One) Managing Director, 1 (One) Whole Time Director, 2 (Two) Non-Executive Non-Independent Director and 5 (Five) Independent Directors (including a Woman Director). The complete list of Directors of the Company along with their brief profile has been provided in the Report on Corporate Governance forming part of this Annual Report.

Further, all the Directors and senior management personnel of the Company affirmed compliance with the Code of Conduct for the financial year 2025-26.

Directors

Following are the directors of the Company as at March 31, 2026

A) Mr. Hemant Bharat Ram- Executive-Managing Director

B) Dr. Vinay Bharat Ram- Executive-Whole Time Director

C) Dr. Meenakshi Nayar- Chairperson-Independent Director

D) Mr. Kulbir Singh- Independent Director

E) Mr. Vivek Chhachhi-Independent Director

F) Mr. Rakesh Goel- Non-Executive-Non-Independent Director

G) Mr. Jitendra Tuli- Non-Executive-Non-Independent Director

H) Mr. Rajinder Khanna- Non-Executive- Independent Director*

I) Mr. Deepak Sood- Non-Executive- Independent Director*

*During the year, Mr. Rajinder Khanna (DIN: 10961416) was appointed as an Additional Director (Category: NonExecutive, Non-Independent Director) on the Board of the Company with effect from December 01, 2025. There was change in designation of Mr. Rajinder Khanna from NonExecutive Non-Independent Director to Non- Executive Independent Director w.e.f December 05, 2025 Further, appointment of Mr. Rajinder Khanna as an Independent Director was approved by the members of the Company through Postal Ballot process of the Company held on February 15, 2026

Further, Mr. Deepak Sood (DIN: 07941499) was appointed as an Additional Director (Category: Non-Executive, Independent Director) on the Board of the Company with effect from December 01, 2025. Further, appointment of Mr. Deepak Sood as an Independent Director was approved by the members of the Company through Postal Ballot process of the Company held on February 15, 2026

Key Managerial Personnel (KMP)

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Hemant Bharat Ram, Managing Director

2. Dr. Vinay Bharat Ram, Whole Time Director

3. Mr. Vivek Kaushal, Chief Executive Officer

4. Mr. Sandeep Kumar Jain, Chief Financial Officer

5. Mr. Nitish Nautiyal, Company Secretary*

6. Mr. Shekher Kapoor, Company Secretary and Compliance officer**

* Resigned from the position of Company Secretary and Compliance officer w.e.f. July 04, 2025

** Appointed as Company Secretary and Compliance officer w.e.f. September 10, 2025

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jitendra Tuli, Non-Executive Director of the Company shall retire by rotation at the ensuing 10^th Annual General Meeting. Mr. Jitendra Tuli, being eligible, has offered himself for reappointment. The relevant details of Mr. Jitendra Tuli form part of the Notice convening 10th AGM.

Independent Directors:

The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the declaration of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA").

In the opinion of Board, Dr. Meenakshi Nayar, Mr. Vivek Chhachhi, Mr. Kulbir Singh, Mr. Deepak Sood and Mr. Rajinder Khanna are persons of integrity and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31 March, 2026.

Your Board confirms that in its opinion the Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications. All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon (IICA) as notified by the Central Government under section 150(1) of the Companies Act, 2013.

Committees of the Board

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act & Listing Regulations read with rules framed thereunder viz.

a) Audit Committee:

b) Nomination and Remuneration Committee;

c) Stakeholders & Finance Facilitation Committee;

d) Corporate Social Responsibility; and

e) Risk Management Committee.

The Composition of all above Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

Meetings of the Board of Directors

The details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.

Independent Directors Meeting.

The Independent Directors of the Company convened a separate meeting on August 13, 2025, without the presence of Non-Independent Directors and members of the management. During the meeting, the Independent Directors undertook a review of the performance of the Non-Independent Directors, the various Committees of the Board, and the Board as a whole. The performance of the Chairperson was also evaluated, considering the views of both Executive and Non-Executive Directors. Additionally, the Independent Directors assessed the quality, quantity, and timeliness of the flow of information between the management and the Board, which is essential for the Board to discharge its duties effectively and efficiently.

Board Evaluation Process

In accordance with the provisions of the Companies Act and the Listing Regulations, the Board of Directors conducted its annual evaluation, which encompassed an assessment of the overall performance of the Board, its committees, and Individual Directors. The evaluation process involved obtaining feedback from all Directors through a structured questionnaire. This questionnaire enabled Directors to rate performance on a scale of one to five, based on a defined set of criteria:

a) Board Evaluation:

The performance of the Board was assessed on parameters such as the fulfilment of key responsibilities, effectiveness of Board structure and composition, clarity in the roles and responsibilities assigned to various committees, quality and timeliness of information flow, effectiveness of Board processes, Board culture and dynamics, and the quality of engagement between the Board and management.

b) Committee Evaluation:

Committee performance was reviewed based on the discharge of key responsibilities, appropriateness of composition, quality and effectiveness of meetings, working dynamics, and the nature of interactions with the Board and senior management.

c) Individual Director Evaluation:

Individual Directors were evaluated on criteria including their adherence to the independence requirements prescribed under the Listing Regulations, objectivity in judgment, level of preparedness, active participation and quality of contribution at Board and Committee meetings, and support extended to management beyond meetings. These evaluation parameters are broadly aligned with the Guidance Note on Board Evaluation issued by SEBI on January 5, 2017. The Nomination and Remuneration Committee (NRC) also reviewed the performance of individual Directors.

The NRC and the Board discussed the feedback received, focusing on the value added by each Director in Board and Committee deliberations, including their level of preparation, constructive insights, and active engagement during meetings.

Subsequently, in the Board meeting following the meetings of the NRC and the Independent Directors, the collective performance of the Board, its committees, and each Director was reviewed and discussed.

Board Training, Induction and Familiarization of Directors

The Company has a structured induction and familiarisation programme for its Directors to enable them to effectively discharge their roles and responsibilities. At the time of appointment, each Director is provided with a formal letter of appointment setting out, inter alia, the terms of appointment, roles, functions, duties and responsibilities as a Director of the Company. Directors are also provided with relevant documents, internal policies and key business information to facilitate a comprehensive understanding of the Companys operations, governance framework and business practices.

The Board and its Committees are periodically apprised of the Companys business performance, strategic initiatives, operational developments, industry trends, global business environment and key business risks through detailed presentations and discussions. Directors are also kept informed of significant changes in the regulatory and legal framework applicable to the Company through periodic presentations and circulation of relevant updates.

To provide practical exposure to the Companys operations, Directors are encouraged to undertake structured visits to the Companys manufacturing facilities, enabling them to gain first-hand understanding of operational processes and to provide valuable feedback and strategic inputs for continuous improvement.

Further, Directors are regularly familiarised with the compliance requirements under the Companies Act, 2013, applicable rules, and other relevant laws and regulations to ensure effective discharge of their statutory and fiduciary responsibilities. The familiarisation programme is an ongoing process designed to keep the Directors updated on the Companys business, industry developments, regulatory changes and governance practices.

The details of the familiarization programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on Companys website and accessible through Weblink.

Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and for determining their remuneration. The Policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on Companys website and accessible through Weblink.

Directors Responsibility Statement

Based on the internal control framework and compliance systems established and maintained by the Company, as well as the reports and assurances provided by the Internal Auditors, Statutory Auditors, and Secretarial Auditors· including the audit of internal financial controls over financial reporting conducted by the Statutory Auditors· and the reviews undertaken by Management and various Board Committees, including the Audit Committee, the Board is of the considered opinion that the Companys internal financial controls were adequate and operating effectively during the Financial Year 2025-26. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care 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) they have prepared the Annual Accounts for the Financial Year ended March 31, 2026 on a going concern basis;

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

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial Control Systems and their Adequacy

The Company has established and maintained adequate internal financial controls pertaining to the preparation and presentation of its financial statements. These controls are designed to provide reasonable assurance regarding the accuracy and reliability of financial and operational information, as well as compliance with applicable laws and regulations. During the year under review, the internal financial controls were found to be operating effectively, and no material weaknesses were identified.

Risk Management

The Board of Directors has constituted a Risk Management Committee on a voluntary basis to formulate, implement, and oversee the risk management framework of the Company. The Committee comprises the Managing Director, Chief Executive Officer, one Independent Director, and one Non-Executive Non-Independent Director. The primary responsibility of the Risk Management Committee is to monitor and review the risk management plan and evaluate its effectiveness in mitigating key business risks. The Committee ensures that appropriate risk management systems are in place and functioning effectively across the organization.

In addition to the Risk Management Committee, the Audit Committee provides supplementary oversight in relation to financial risks and internal controls. Major risks identified across various business functions are systematically addressed through appropriate mitigation strategies on an ongoing basis. The Companys risk management framework is designed to enable the identification, assessment, and management of potential risks that, in the opinion of the Board, may threaten the continuity or performance of the business. A detailed discussion on the Companys risk management initiatives and the key elements of risk is included in the Management Discussion and Analysis section, which forms an integral part of this Report.

Corporate Social Responsibility (CSR)

DCM Nouvelles Corporate Social Responsibility (CSR) initiatives are fully aligned with the provisions of Section 135 of the Companies Act, 2013. A brief outline of the Companys CSR Policy and the CSR activities undertaken during the financial year are provided in "Annexure-B" to this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. Additional information regarding the CSR Committee is available in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy of the Company is also accessible on the Weblink.

During the financial year 2025-26, the CSR Committee and the Board of Directors approved a total CSR budget of 36 lakhs for Promoting education, including special education and employment enhancing vocation skills, in line with the statutory requirements under the Companies Act, 2013 read with Schedule VII. Against this approved budget, the Company spent 37.52 lakhs during the year.

The Company transferred 15 lakhs to the Swachh Bharat Kosh on 29 April 2026 towards the unspent Corporate Social Responsibility (CSR) expenditure pertaining to Financial Year 2022-23.

Statutory Auditors

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were reappointed as the Statutory Auditors of the Company on September 26, 2025 by the members of the Company for a period of five years, commencing from the conclusion of the 9^th Annual General Meeting (AGM) until the conclusion of the 14^th AGM.

Statutory Auditors Report

The observations of the Statutory Auditors in their Report, read with the relevant notes to the Financial Statements, are self-explanatory. The Auditors have expressed an unmodified opinion on Financial Statements. However, The Auditors have reported an exception that the audit trail did not appropriately maintain details of subsequent edits at the application level and was not enabled at the database level to log direct data changes. The Board has taken note of the same and advised the management to take necessary corrective measures and ensure due compliance.

Frauds reported by the Statutory Auditors

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

Cost Auditor

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year.

The Board had appointed M/s. KG Goyal & Associates Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended March 31, 2026. The Cost Auditor has issued the Cost Audit Report for the financial year ended March 31, 2026, which does not contain any qualification, reservation, adverse remark, or disclaimer.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the Directors on the recommendation of the Audit Committee, re-appointed M/s. KG Goyal & Associates Cost Accountants, to audit the cost accounts of the Company for the financial year ending March 31, 2027 on a remuneration of 65,000/- plus GST & out of pocket expenses, if any.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification.

Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. KG Goyal & Associates, Cost Accountants for the financial year ending March 31, 2027, is proposed in the Notice convening the 10^th Annual General Meeting of the Company.

Internal Auditors

Your Directors appointed M/s A. Gandhi & Associates, Chartered Accountants, Chandigarh (Firm Registration No.007023N), to act as the Internal Auditors of the Company for the financial year 2025-26 pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company, at the previous Annual General Meeting, approved the appointment of M/s Pragnya Pradhan and Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from FY 2025-26 up to FY 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to this Report as "Annexure-C" and forms an integral part hereof. The Report does not contain any qualification, reservation, adverse remark or disclaimer, confirming compliance by the Company with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, rules, regulations and secretarial standards during the year under review.

M/s Pragnya Pradhan and Associates have confirmed their eligibility to continue as the Secretarial Auditors of the Company in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. They have further confirmed that they hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI LODR Regulations, a Secretarial Compliance Report for the financial year 202526 on compliance with all applicable SEBI Regulations and circulars/ guidelines issued thereunder, has been issued by M/s Pragnya Pradhan and Associates, Practicing Company Secretary and is available on the website of the Company.

Secretarial Audit of Material Unlisted Indian Subsidiary

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries appointed by material subsidiary of your Company undertook Secretarial Audit of the material subsidiary for FY 2025-26. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations, and guidelines and that there were no deviations or noncompliances. The secretarial audit reports of material subsidiary form part of this Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Annual Report.

Corporate Governance Report

The Company adheres to the corporate governance standards set forth under Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A comprehensive Corporate Governance Report, detailing our compliance with these regulations, is presented in a dedicated section of this Annual Report.

Additionally, a certificate from a Practicing Company Secretary, affirming our compliance with the prescribed corporate governance norms, is annexed to the Corporate Governance Report.

Business Responsibility & Sustainability Report (BRSR)

Pursuant to the applicable Securities and Exchange Board of India (LODR) regulations, the top 1,000 listed entities based on market capitalisation are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report. Based on the market capitalisation of the Company as on March 31, 2026, the Company does not fall within the prescribed threshold and, accordingly, is not mandatorily required to provide the BRSR.

However, in line with its continued commitment to high standards of corporate governance, sustainability and responsible business practices, the Company has voluntarily adopted the BRSR framework for the financial year 202526. Accordingly, the BRSR forms an integral part of this Annual Report.

Investor Education and Protection Fund (IEPF)

The Company has not declared or paid any dividend in the past. Accordingly, there is no requirement for the transfer of unpaid or unclaimed dividend to the Investor Education and Protection Fund (IEPF) under the applicable provisions of the IEPF Rules.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any unclaimed amount arising out of fractional entitlements, which remains unclaimed for a period of seven years or more, is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares, if any, to the demat account of the IEPF Authority.

In compliance with the IEPF Rules, the Board of Directors has appointed Mr. Sandeep Kumar Jain, Chief Financial Officer, as the Nodal Officer of the Company. He is responsible for verifying claims of shareholders related to shares and/or dividend amounts transferred to the IEPF, and for liaising with the IEPF Authority.

Details of the Nodal Officer are available on the Companys website at Weblink.

Transactions With Related Parties

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on Related Party Transactions and the same can be accessed on the Companys website and accessible through Weblink.

All contracts/arrangements/transactions entered by the Company, during the year under review, with related parties were in the ordinary course of business and on arms length basis. During the financial year under review, the Company had not entered into any contract/arrangement /transaction with related parties which could be considered material in accordance with the Policy on Materiality and Dealing with Related Party Transactions

Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure - D" in Form AOC-2 and forms part of this Report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Insurance

The Company has obtained adequate insurance coverage for all its assets to safeguard against foreseeable risks and perils. This ensures comprehensive protection of the Companys assets and business operations.

Compliance with Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Code for prevention of insider trading

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has established a comprehensive Code of Conduct ("Code") to regulate, monitor, and report trading in the Companys securities by designated persons and their immediate relatives.

The Code outlines the procedures to be followed by designated persons when trading in the Companys shares and addresses the handling of Unpublished Price Sensitive Information ("UPSI"). It includes provisions for maintaining a structured digital database, implementing mechanisms to prevent insider trading, and ensuring the confidentiality and proper dissemination of UPSI. Furthermore, the Code encompasses practices and procedures for the fair disclosure of UPSI, aligning with the principles set forth in Schedule A of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

A copy of the Code is available on the Companys website at Weblink.

Particulars of Loans, Guarantees and Investments

Particulars of the loans given, investments made or guarantees given covered under the provisions of Section 186 of the Act, are provided in the Note of the Standalone Financial Statements at page no. 119.

Prevention of Sexual Harassment at Workplace

In terms of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. An internal Committee (ICC) has been set up to redress complaints received regarding sexual harassment of all employees including permanent, contractual, temporary, trainees. Further, the Company has adequate systems, processes, and policies to ensure professional ethics and harmonious working environment. The Company follows zero tolerance towards Corruption and unethical conduct.

The details required under Rule 8(5)(x) of The Companies (Accounts) Rules, 2014, are as follows:

Sr. No. Particulars	Status
1. Number of complaints filed during the financial year 2025-26	Nil
2. Number of complaints disposed of during the financial year 2025-26	Nil
3. Number of complaints pending as on end of the financial year	Nil

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Statement by the company with respect to the compliance to the provisions relating to the Maternity Benefits Act, 1961.

During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, to the extent applicable. The Act ensures the protection of employment and entitlements of women employees during the period of maternity, and the Company remains committed to supporting the health, safety, and welfare of its female workforce. The Company has implemented the requisite policies and procedures in line with the amended provisions of the Act, including the extended duration of paid maternity leave, provision for nursing breaks, and prohibition of dismissal during maternity leave. All eligible female employees were granted maternity benefits as per the statutory norms

Vigil Mechanism/Whistle Blower Policy

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The policy provides for adequate safeguards against victimization of directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on Companys website and accessible through Weblink.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as "Annexure-E" and forms part of this Report.

Cyber Security

In response to the escalating threat landscape, the Company conducts periodic assessments of its cybersecurity maturity to ensure alignment with evolving risk scenarios. This proactive approach involves enhancing processes and implementing advanced technological controls to fortify our defences.

Our technology infrastructure is equipped with real-time security monitoring capabilities, encompassing multiple layers·from end-user devices to network systems, applications, and data repositories. This comprehensive monitoring framework enables the timely detection and mitigation of potential threats, thereby safeguarding the integrity and confidentiality of our information assets

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

Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure-F" to this report.

In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure-G" to this report.

Deposits

No public deposits have been accepted or renewed by your Company during the financial year under review pursuant to the provisions of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits that do not comply with Chapter V of the Act is not applicable.

Annual Return

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the said Act, the Annual Return containing details as of March 31, 2026, is available on the Companys website at Weblink.

Credit rating

During the year ended March 31, 2026, CRISIL Limited, a renowned credit rating agency has upgraded rating as CRISIL BBB+/ Stable (Upgraded from Crisil BBB/Stable) and CRISIL A2 (Upgraded from Crisil A3 + ) to the longterm rating and short term respectively on borrowings availed by the Company.

General

Neither the Chairperson nor the Managing Director of your Company received any remuneration or commission from subsidiary of your Company.

Your directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of this nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

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

7. One time settlement of loan obtained from the Banks or Financial Institutions.

Human Resources Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. The Company strives to provide the best work environment with ample opportunities to grow and explore. The Company maintains a work environment that is free from physical, verbal and sexual harassment. The Company maintained healthy, cordial and harmonious industrial relations at all levels during the financial year under review.

Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

Green Initiatives

The Company remains committed to environmental sustainability and endeavors to utilize natural resources responsibly and efficiently. As part of its green initiatives in corporate governance, and in line with the circulars issued by the Ministry of Corporate Affairs (MCA) Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011, respectively the Company has adopted the practice of sending official documents to shareholders electronically.

Furthermore, the MCA, through its subsequent circulars dated April 8, 2020; January 13, 2021; December 12, 2021; December 14, 2021; May 5, 2022; December 28, 2022; September 25, 2023; and September 19, 2024 and General Circular No. 03 read with Master Circular No. HO/49/14/ 14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026 issued by the Ministry of Corporate Affairs ("MCA Circulars"), has permitted companies to convene Annual General Meetings (AGMs) via Video Conferencing (VC) or Other Audio-Visual Means (OAVM). In view of this, and to ensure seamless participation, shareholders are kindly requested to update their email addresses with their respective depository participants to receive the e-AGM link and related documents electronically. In accordance with the aforementioned MCA circulars, the Notice convening the 10th Annual General Meeting, along with the Audited Financial Statements, Boards Report, Auditors Report, and other relevant documents, will be sent to shareholders at their registered email addresses.

We urge all shareholders to ensure their contact details, particularly email addresses, are updated to facilitate timely and effective communication.

CEO And CFO Certification:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended March 31, 2026. Their Certificate is annexed to Corporate Governance Report.

Acknowledgement

Your Directors express their sincere gratitude to the Government of India, various State Governments, and the concerned Government departments for their unwavering support and guidance throughout the year. We also extend our heartfelt thanks to our financial institutions and banking partners for their continued assistance.

We are deeply appreciative of the trust and confidence reposed in the Company by our esteemed shareholders, customers, suppliers, and business associates. Your steadfast support has been instrumental in our progress and success.

A special note of appreciation is due to our dedicated employees at all levels, whose commitment and hard work have been pivotal in driving the Companys growth and excellence. Their contributions continue to be the cornerstone of our achievements.

	For and on behalf of the Board
	Sd/-
	Dr. Meenakshi Nayar
	Chairperson
	DIN:06866256
Place: New Delhi
Date: August 07, 2026