DCM Nouvelle Ltd Directors Report

Dear Members,

Your Directors present 9th 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, 2025 and other accompanying reports, notes, and certificates.

Company Overview

DCM Nouvelle Limited, a leading manufacturer & exporter of 100% cotton carded, combed and compact yarns in single and two-ply forms count range is Ne 14s to Ne 40s. The Company has a spindle capacity of 1,57,872 located at Hisar with approx. 40000 MT of annual production.

DCM Nouvelle Limited is managing the magnum opus DCM Textiles, located at Hisar, Haryana and is pioneer in the field of Cotton Yarn manufacturing. It is a leading manufacturer & exporter of 100% cotton yarn from North India. With the introduction of brands of premium quality Compact, combed, carded & double yarns, "FUTURO", "PRIMERO" & "DINERO" respectively and BCI Yarns, DCM Textiles has moved ahead in positioning itself as supplier of quality yarn. DCM Textiles has successfully engraved its name in domestic markets and have been exporting cotton yarn to more than 30 countries

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 2024-25 and previous financial year 2023-2024 have been prepared as per Ind AS reporting framework.

The summarized financial highlight is depicted below:

Particulars	Standalone	Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	1,06,619.51	1,08,893.25	1,08,173.66	1,08,758.50
Expenditure	99,158.70	1,08,694.23	1,01729.58	1,09,062.07
Earnings before Interest, Depreciation, Tax and	7,460.81	4,984.77	6,444.08	4,524.23
Amortisation (EBITDA)
Interest & Finance Charge	2,610.85	2,510.78	2,636.04	2,517.01
Depreciation and amortisation charge	2,277.29	2,274.97	2,900.87	2,310.79
Profit/(Loss) before Exceptional Items and Tax	2,572.67	199.02	907.17	(303.57)
Exceptional Items	(466.03)	-	(466.03)	-
Profit/(Loss) after Tax	2,267.41	93.00	601.92	(409.59)
Other comprehensive Income/Loss	9.38	(7.02)	9.38	(7.02)
Total comprehensive Income/loss for the year	2,276.79	85.98	611.30	(416.61)

Performance Highlights

DCM Nouvelle Limited has delivered a significantly improved financial performance in FY 2024–25, underscoring the strength of its operational strategy and financial discipline. Despite a marginal dip in revenue, the Company achieved considerable improvement in profitability metrics, supported by enhanced cost efficiency and better utilization of resources.

On a standalone basis, the Company reported total revenue of Rs. 1066.19 Cr. for FY 2024-25, slightly lower than

Rs. 1088.93 Cr. recorded in the previous year. This marginal decline was offset by strong cost optimization efforts, resulting in a substantial increase in EBITDA from

Rs. 49.85 Cr. in FY 2023-24 to Rs. 74.61 Cr. in FY 2024-25 a growth of nearly 50%.

The profit before exceptional items and tax rose sharply to

Rs. 25.73 Cr. from Rs. 1.99 Cr. in the prior year, indicating a strong operating turnaround. After accounting for an exceptional item amounting to Rs. 4.66 Cr., the net profit for the year stood at Rs. 22.67 Cr., compared to Rs. 0.93 Cr. in FY 2023-24. Total comprehensive income also improved significantly to Rs. 22.77 Cr. lakh, up from Rs. 0.86 Cr. in the previous year, reflecting improved overall business health. From a consolidated perspective, DCM Nouvelle reported total revenue of Rs. 1075.88 lakh in FY 2024-25, maintaining relative consistency with the previous years figure of

Rs. 1080.94 Cr. The consolidated EBITDA increased from

Rs. 45.24 Cr. to Rs. 64.44 Cr., driven by better operating performance across business segments, including the subsidiary engaged in specialty chemicals.

The consolidated profit before tax and exceptional items showed a sharp improvement, rising from a loss of Rs. 3.04 Cr. in FY 2023-24 to a profit of Rs. 9.07 Cr. in FY 2024-25. After the exceptional item of Rs. 4.66 Cr., the consolidated net profit stood at Rs. 6.02 Cr., marking a strong recovery from the previous years net loss of Rs. 4.09 Cr. Correspondingly, the total comprehensive income improved to Rs. 6.11 Cr. from a negative Rs. 4.17 Cr. in the prior year. These results reflect the Company?s focus on financial resilience, cost discipline, and long-term value creation. The continued momentum in profitability and improved returns signal a positive outlook as DCM Nouvelle strengthens its presence across core and emerging verticals

Dividend and Reserves Dividend

The Board of Directors of your Company ("Board"), after considering the relevant circumstances holistically and keeping in view the Company?s 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 Company?s website on https://www.dcmnvl.com/policies-and-code.html.

Reserves

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2025.

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, 2025.

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 2024-2025 and the date of this report, which could have an impact on your Company?s 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, 2025, the Authorised Share Capital was Rs. 20.05 Cr. divided into 2,00,50,000 Equity Share of Face Value of Rs. 10/- per share and Paid-up capital was Rs. 18.67 Cr. divided into 1,86,77,749 Equity Share of Face Value of Rs. 10/- per share.

Subsidiaries, Joint Ventures & Associates: Details of Subsidiaries

As on 31 March 2025, the Company had 1 (One) Subsidiary 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 (87.37%)	India

DCM Nouvelle Specialty Chemicals Limited (DCMSCL) was incorporated as a Public Limited Company on 02nd February 2022 under the Companies Act, 2013, having its registered office in New Delhi, India. DCMSCL is engaged, inter-alia, in the business of manufacturing of Specialty Chemicals. The Company holds 87.37% equity shares in DCMSCL as on March 31, 2025.

During the FY 2024-25, DCMSCL ramped up its production at its chemical plant situated at, Plot No. 91, 92, 93, Industrial Township DMIC Vikram Udyogpuri, Village Narvar, Ujjain, Madhya Pradesh- 456 664 and captured the market share with good response from the domestic and global customers. During the year, DCMNSCL also got approval from MP Govt. incentive of Rs. 21 Crore to be received in 7 years and also received Rs. 3 Crore in April 25, the company is in the process of adding new products during the year.

Financial Performance of Subsidiaries

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, joint ventures, 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 companies 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 Company?s 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 https://www.dcmnvl.com/dcm-nouvelle-specialty-chemicals-limited.html.

Material Subsidiaries

As on March 31, 2025, the Company had 1 (One) unlisted material subsidiary. Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your Company?s website.

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.

Financial Highlights of DCM Nouvelle Specialty Chemicals Limited

The financial position of the Company as at 31st March 2025 has shown significant improvement compared to the previous year. The Total Assets increased to Rs. 97.27 Cr. from

Rs. 90.98 Cr. as at 31st March 2024, reflecting a growth of approximately 6.9%. This increase was primarily driven by higher levels of current assets, including inventories and receivables, indicating improved operational scale and business activity.

During the year, the Equity Share Capital rose to Rs. 44.95 Cr. from Rs. 28.47 Cr. in the previous year, following the successful issuance of 1,64,77,040 equity shares through a rights issue. The fresh capital infusion has strengthened the Company?s capital base. Simultaneously, Other Equity improved markedly to Rs. 42.61 Cr. from Rs. 26.89 Cr. in FY 2023–24, largely due to the receipt of securities premium amounting to Rs. 32.54 Cr. Despite a net loss for the year, the capital raise offset the impact and significantly enhanced shareholders? funds.

As a result, the Total Equity of the Company increased to

Rs. 87.56 Cr. from Rs. 53.36 Cr., reflecting a robust capital structure and strong investor confidence.

On the liabilities side, Non-Current Liabilities decreased to

Rs. 0.81 Cr. from Rs. 29.59 Cr., primarily due to repayment of long-term borrowings. In contrast, Current Liabilities increased to Rs. 8.89 Cr. from Rs. 6.03 Cr. in the previous year. This increase was mainly attributable to higher trade payables and short-term borrowings, indicating increased procurement and production activity.

The Non-Current Assets marginally declined to Rs. 75.54 Cr. compared to Rs. 78.59 Cr. in FY 2023–24, reflecting controlled capital expenditure during the year. However, Current Assets grew substantially to Rs. 21.72 Cr. from Rs. 12.39 Cr., largely due to higher inventory levels and trade receivables, consistent with increased business volumes.

Overall, the Company?s Balance Sheet as at 31st March 2025 reflects a significantly strengthened equity base, prudent liability management, and improved liquidity, positioning it well for future growth.

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 SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive, and Independent Directors. The Board of the Company has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One) WholeTime Director, 2 (Two) Non-Executive Non Independent Director and 3 (Three) 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 2024-25 and the declaration in this respect appears elsewhere in the Annual Report.

Directors

Following are the directors of the Company as at 31st March, 2025

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 During the financial year under review, the Members approved the following re-appointment of Directors: Re-appointment of Mr. Hemant Bharat Ram (DIN 00150933) as the Managing Director of the Company with effect from April 1, 2024 to March 31, 2029.

Re-appointment of Dr. Vinay Bharat Ram (DIN 00052826) as the Whole Time Director of the Company with effect from April 1, 2024 to March 31, 2029.

Re-appointment of Dr. Meenakshi Nayar (DIN 06866256) as Independent Directors for a second consecutive term of five years from April 23, 2024 upto April 22, 2029.

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. Mohd Sagir, Company Secretary**

6. Mr. Nitish Nautiyal, Company Secretary***

* Mr. Vivek Kaushal appointed as Chief Executive Officer w.e.f May 28, 2024 ** Mr. Mohd. Sagir, Resigned from the post of Company Secretary and Compliance officer of the Company w.e.f December 31, 2024.

*** Mr. Nitish Nautiyal appointed as Company Secretary and Compliance officer of the Company w.e.f February 21, 2025.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Vinay Bharat Ram, Director of the Company shall retire by rotation at the ensuing Annual General Meeting. Dr. Vinay Bharat Ram, being eligible, has offered himself for reappointment. The Board recommends his appointment for your approval in the best interests of the Company. A special resolution is proposed and forms part of the Notice seeking approval of the shareholders for his reappointment. The relevant details of Dr. Vinay Bharat Ram form part of the Notice convening 9th 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 under Rule 6(3) 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 and Mr. Kulbir Singh 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, 2025.

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) Stakeholder?s & 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 meeting on July 29, 2024, 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. Further, a separate meeting of the Independent Directors was held wherein the performance of Non-Independent Directors and the overall functioning of the Board were evaluated. Inputs from Non-Executive Directors were also considered during the process. 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.

As per regulatory requirements, the performance of each Independent Director was evaluated by the entire Board, excluding the Director being assessed.

Familiarization Program for Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors? Familiarization Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiaries business strategy, factory visit, CSR site visit, Amendments in law and Company?s codes & policies. 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 Company?s website and accessible through https://www.dcmnvl.com/policies-and-code.html.

Remuneration Policy

The Board has, 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 Company?s website and accessible through https://www.dcmnvl.com/policies-and-code.html.

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 Company?s internal financial controls were adequate and operating effectively during the Financial Year 2024–25.

Accordingly, pursuant to Sections 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, 2025, 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 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, 2025 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

In compliance with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board of Directors has constituted a Risk Management Committee on voluntarily 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 Company?s 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 Company?s 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 Nouvelle?s Corporate Social Responsibility (CSR) initiatives are fully aligned with the provisions of Section 135 of the Companies Act, 2013. A brief outline of the Company?s CSR Policy and the CSR activities undertaken during the financial year are provided in Annexure-C 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 Company?s website.

During the financial year 2024–25, the Company continued its commitment to Corporate Social Responsibility (CSR) in alignment with Section 135 of the Companies Act, 2013. The CSR obligation for the year was Rs. 1.26 Cr., derived from 2% of the average net profit of Rs. 63.37 Cr. The Company spent a total of Rs. 1.29 Cr. on CSR initiatives, exceeding its statutory requirement by Rs. 2.60 Lakh (after adjusting an opening excess of Rs. 0.63 Lakh), which will be available for set-off in subsequent years. The primary focus remained on educational development in the local area of Hisar, Haryana, particularly through ongoing support to HTM Educational Society. Major projects included retrofitting and renovation of an auditorium, computer lab upgrades, drinking water infrastructure, and provision of essential facilities such as RO systems and air conditioners. The Company transferred Rs. 0.75 Cr. towards ongoing projects, with Rs. 0.54 Cr. spent during the year. No amount was spent on administrative overheads or impact assessments. All projects were implemented either directly or through registered CSR partners, and the CSR Committee met four times to oversee execution and compliance.

Statutory Auditors & Auditors? Report Statutory Auditors

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as the Statutory Auditors of the Company for a period of five years, commencing from the conclusion of the 4th Annual General Meeting (AGM) until the conclusion of the 9th AGM.

The current term of the Statutory Auditors will expire at the ensuing 9th AGM. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 13, 2025, approved the re-appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company for a further term of five years, to hold office from the conclusion of the 9th AGM until the conclusion of the 14th AGM, subject to the approval of the members at the forthcoming AGM. In this regard, the Company has received a consent letter and an eligibility certificate from M/s Walker Chandiok & Co LLP, confirming their willingness and eligibility for reappointment in accordance with the provisions of the Companies Act, 2013 and applicable rules framed thereunder.

Auditors? Report

The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Cost Auditor

As per the requirements of the 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, 2025. The Cost Auditor has given the Cost Audit Report for the financial year ended March 31, 2025, and the Cost Audit Report does not contain any qualification, reservation, or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment 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, 2026 on a remuneration of Rs. 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 Member?s ratification for the remuneration payable to M/s. KG Goyal & Associates, Cost Accountants for the financial year ending March 31, 2026, is proposed in the Notice convening the Annual General Meeting.

Internal Auditors

Your Directors, during the year under review, 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.

Auditor?s Report and Secretarial Audit Report

The statutory auditor?s report and the secretarial auditor?s report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

Secretarial Auditors

The Board has appointed M/s Pragyna Pradhan and Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed as Annexure-B and forms an integral part of this Report During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. covered under the Secretarial Audit. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Pursuant to Regulation 24A of the Listing Regulations read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee proposed appointment of M/s Pragyna Pradhan and Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from the Financial Year 2025-26 till Financial Year 2029-30, subject to approval of Members at the AGM. Accordingly, a resolution seeking approval by the Members is listed in the AGM Notice as Special Business.

M/s Pragyna Pradhan and Associates, Practicing Company Secretaries, have confirmed their eligibility under Section 204 of the Act and the rules framed thereunder, Regulation 24A of the Listing Regulations for appointment as Secretarial Auditors of the Company. As required under the Listing Regulations, the Auditor have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Company Secretaries of India.

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 subsidiary for FY 2024-25. 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 non-compliances. 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)

In accordance with the Securities and Exchange Board of India (SEBI) regulations, the top 1,000 listed companies by market capitalisation are mandated to include the Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report. As per the market capitalisation of the Company as on March 31, 2025, your Company does not fall within this threshold.

Nonetheless, demonstrating its commitment to robust corporate governance and sustainable business practices, the Company has voluntarily adopted the BRSR framework for the financial year 2024–25. Consequently, the BRSR is an integral component 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 Company?s website.

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 Company?s website and accessible through https:// www.dcmnvl.com/policies-and-code.html.

All Related Party Transactions, that were entered into during the Financial Year under review, were on at arm?s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders? approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. 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 Company?s assets and business operations.

Compliance with secretarial standards

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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 Company?s securities by designated persons and their immediate relatives.

The Code outlines the procedures to be followed by designated persons when trading in the Company?s 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 Company?s website

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 Notes of the Standalone Financial Statements.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

Sr. No Particulars	Status
1. Number of complaints of sexual harassment received in the year;	NIL
2. Number of complaints disposed off during the year	NIL
3. Number of cases pending for more than ninety days	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 Company?s website and accessible through https://www.dcmnvl.com/policies-and-code.html.

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.

Event Occurred After Balance Sheet Date

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2025.

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.

Industrial Relations

The Industrial Relations scenario continued to be cordial during the year under review.

Deposits

The Company has not accepted any deposits from public, during the year under review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Extract of 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, 2025, is available on the Company?s website and accessible through https:// www.dcmnvl.com/annual-return.html.

Credit rating

During the year ended March 31, 2025, CRISIL Limited, a renowned credit rating agency has reaffirmed our rating to CRISIL BBB/Stable and CRISIL A3+ to the long-term and short-term rating respectively on borrowings availed by the Company.

Frauds reported by the 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.

General

Neither the Chairperson nor the Managing Director of your Company received any remuneration or commission from any of the subsidiaries 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 these 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. Signicant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company?s 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 benecially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

7. Revision of financial statements and Directors? Report of your Company.

Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company?s 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, 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 9th Annual General Meeting, along with the Audited Financial Statements, Board?s Report, Auditor?s 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, 2025. Their Certificate is annexed to this Directors? 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 Company?s growth and excellence. Their contributions continue to be the cornerstone of our achievements.