DCM Shriram International Ltd Directors Report

DIRECTORS REPORT

The Directors have pleasure in presenting the Annual Report and the Audited Financial Statements of your Company for the year ended 31^st March 2026 together with the Reports of the Auditors and the Board of Directors thereon.

Economic scenario

The global socio-economic environment remained in turmoil throughout 2025 and continues. These structural fragilities have contributed to sustained global supply chain disruptions and weakened investor and consumer confidence globally.

Recent macroeconomic reports for 2026 indicate a cautious landscape characterized by trade fragmentation. Protectionist measures have increased, exemplified by the Mexican governments imposition of an additional 25% tariff on imports from ASEAN countries, including India, China, and Vietnam. Furthermore, global commodity markets remain pressured by elevated energy costs, with crude oil hovering around $100 per barrel, which continues to weigh on global industrial output and inflation and possible global recession.

Against this global backdrop, the Indian economy has demonstrated fragile resilience, though it is not immune to external shocks. While the country remains one of the fastest-growing major economies globally, recent forecasts by global financial institutions have moderated Indias GDP growth outlook for FY27 to approximately 6.4%. This adjustment reflects the dual pressures of rising crude oil prices and a slight softening in domestic consumption. There is a need to take precautionary measures by every citizen.

Currency markets have also seen notable fluctuations. During the second half of 2025, the Indian Rupee depreciated significantly by 4.98% against the US Dollar, peaking at a 6.46% depreciation in December before staging a minor recovery. While currency volatility poses a risk, the Companys annual fixation of export product prices and imported pulp costs provides a natural hedge, mitigating foreign exchange risks to a large extent.

Near-term demand is expected to remain measured and the Company is proactively managing these macroeconomic and sectoral challenges. By optimizing cost structures through alternative sourcing, engaging closely with global customers, and maintaining operational e_ciencies, the Company is strategically positioned to benefit from a gradual recovery in end-market demand as macroeconomic conditions eventually stabilize.

Financial Summary

Turnover at Rs. 451.17 crore, compared to Rs. 573.68 crore in the previous year is lower by 21.36% due to international market scenario. Gross profit at Rs. 26.43 crore, is also lower from Rs. 97.31 crore in the previous year, while net profit also saw a decline to (-) Rs. 12.12 crore from Rs. 62.12 crore. A special provision of Rs. 20.83 Crore made in this year also impacted the PBT adversely.

Appropriation and Dividend

The Board of Directors is happy to recommend a dividend of Rs.0.40 (20%) per equity share of Rs.2 for the year ended 31.03.2026. The payout of dividend for the year under review is Rs.3.48 cr.

The closing balance of Rs 245.80 Cr. including Rs 258.88 Cr. brought forward from the previous years has been carried forward in the P&L account without accounting for the proposed dividend of Rs. 3.48 crore for the financial year 2025-26, which will be recognized, as an appropriation in the current financial year on approval by the shareholders.

The Dividend Distribution Policy of the Company, as approved by the Board, is available on the Companys website at the following web link: https://dcmsil.com/wp-content /uploads/2026/01/Dividend-Distribution-Policy.pdf

Auditors Report

There are no qualifications, reservations, adverse remarks or disclaimer in the Auditors Reports to the Members on the Annual Financial Statements for the year ended on 31.03.2026.

The Auditors have not reported any fraud pursuant to Section 143(12) of the Companies Act, 2013.

Secretarial Audit Report

The shareholders of the Company, through a postal ballot process, have accorded their approval for the appointment of M/s. Chandrasekaran Associates, Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years commencing from the financial year 2025-26.

Accordingly, M/s. Chandrasekaran Associates carried out the Secretarial Audit for the year 2025-26 pursuant to Section 204 of the Companies Act, 2013. A copy of their Report in Form MR-3, as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure – 1 to this Report. There are no qualifications, reservations, or adverse remarks in the said Report.

THE STATE OF COMPANYS AFFAIRS

Rayon

The Unit is engaged in the manufacturing and marketing of rayon tyre yarn, greige fabric and treated fabric, which are primarily used as reinforcement material in high speed tyres.

The Units performance during the year was impacted by a declining global economic environment. The downturn was primarily driven by prevailing geopolitical uncertainties and a slowdown in the automobile industry, which adversely affected demand conditions. In response to the subdued market scenario, production levels were appropriately rationalized to optimize operational efficiency and manage costs/stocks effectively. The Company continues to closely monitor the external developments and remains focused on strengthening its business outlook and improving performance in this environment.

Raw material and energy costs increased during the year and continued to show an upward trend. In the current year, logistic and insurance prices are expected to rise further on account of ongoing geopolitical tensions in the Middle East. The Company will continue to focus on mitigating cost pressures through stringent cost control measures, improvement in operational e_ciencies.

The Units product portfolio comprises Nylon Chafer Fabric, which primarily caters to the demand of domestic tyre manufacturers, along with limited exports to overseas markets. It also produces Carbon Disulphide (CS_), which is used for captive consumption as well as domestic sales. Both product lines continue to maintain a strong customer base and a stable market presence.

The Units initiative to use agro fuel as a replacement for fossil fuels has been successful. To further enhance operational efficiency and reduce impurities in husk, a husk pellet machine was installed during the year. In addition, a project for the installation of a 40 TPH agro fuel boiler is currently under progress to address pollution compliance requirements, grid power disturbances and ensure optimal fuel utilization. Further, additional energy conservation measures are being implemented in view of the rising cost of agro fuel.

The Unit has previously received appreciation and awards from various forums for achieving the highest exports in its segment, demonstrating business excellence and being recognized as a best employer. During the current year, the Unit was conferred the Best Employer Award, marking a significant milestone in its continued commitment to outstanding personnel management and workplace excellence.

The Unit remains committed to maintaining the highest standards in quality, environmental stewardship, responsible supply chain management, occupational health and safety. The Unit is certified to internationally recognized management system standards, including Quality Management System (ISO 9001:2015), Environmental Management System (ISO 14001:2015), Occupational Health and Safety Management System (ISO 45001:2018), Automotive Quality Management System (IATF 16949:2016), Forest Stewardship Council Chain of Custody (FSC CoC) and ISCC PLUS sustainability certification covering the supply chain.

The Unit actively participates in globally recognized sustainability assessments conducted by independentorganizations,includingEcoVadisandtheCarbonDisclosureProject(CDP),reinforcing its commitment to sustainability, transparency, continuous improvement and responsible business practices across environmental, social and governance parameters. Continued sustainability initiatives undertaken by the unit contributed towards reduction in its carbon footprint, thereby enhancing its competitive advantage. The same has been assessed by independent authorized agencies.

The Units effluent and emission control facilities, equipped with real-time monitoring systems, are maintained and continuously upgraded to ensure compliance with applicable regulatory norms. Consistent efforts are undertaken to reduce, recycle, and reuse effluents, with a focus on minimizing overall water consumption.

In this direction, a 300 KLD system for the recovery of hazardous materials from effluent streams is now operational. This system contributes to a reduction in the Units hazardous waste generation and supports improved environmental performance.

Engineering Projects

Engineering and Defence Equipment Manufacturing projects are moving forward. We have managed some revenue generation in the Engineering Project Section (EPS) in the financial year 2025-26. For the defence products we are now getting out of the R&D phase and manufacturing efficient prototypes. The products are undergoing No Cost No Commitment (NCNC) trials and in-house testing at various levels.

Light Bullet Proof Vehicles (LBPV), prototyping is complete on the new Ford Ranger platform and the vehicle has performed commendably in the NCNC trials of the Indian Air Force. Collaboration with Ford Motor Company, USA and RMA, Thailand (Fords Global Export Distributor) is working well. The Company is sourcing spares and other details of vehicles for the leads from across the world.

DCMSIL and GAIA, Israel will also be manufacturing five MPVs (AMIR) for overseas market at Kota. All stores and three chassis have been received at Kota. Initial procurement of the parts for making the AMIR Vehicle has also started.

The investment and technology arrangement with Zyrone Dynamics, Turkiye (ZD) is on course. The Company has so far paid three tranches for subscription of 9797 shares representing 14.04% equity in ZD. On its part ZD commenced development of the Minimum Viable Product of Variable Volume Concept UAV Platform. Presently, we are working on transfer of shares holding in ZD from DCM Shriram Industries Limited to DCM Shriram International Limited.

EPS has set up a full manufacturing and fabrication facility in Kota, Rajasthan. The facility is operational and has ISO 9001, ISO 14001, ISO 45001 and UL 142 Certifications.

EPS had received 29 x POs from USA for manufacturing FCP1000 (safe storage of Flammable & Combustible fluids) in 2025-26. All 29 loads have been completed and dispatched. The total revenue for 2025-26 is Rs 5.06,Cr. plus taxes.

EPS is manufacturing Atlantium water treatment solutions in Kota. Training of the team has been carried out in Israel and Kota. 88 systems have been manufactured in 2025-26. The total revenue for 2025-26 is Rs 71.53Lakh plus taxes.

DCMSIL and Tadiran Telecom, Israel has signed an agreement to assemble IP Phones. We have assembled 2638 x TAD3 and 2615 x TAD6 phones. The total revenue for 2025-26 is Rs 28.71Lakh plus taxes.

EPS is settled in the assembly of engineering projects and striving to achieve excellence in the products. For the defence products we are aggressively pursuing sales. We will be participating in many tenders in the coming year. With the coming into effect of the Scheme, this segment of operations will be given more focus and a result oriented approach.

Material changes and commitments

The Honble National Company Law Tribunal, Delhi Bench on November 21, 2025 has approved the Scheme of Arrangement with the appointed date 1st April, 2023 which provides for Amalgamation of Lily Commercial Private Limited (Transferor Company), with DCM Shriram Industries Limited(Transferee Company) to be followed by De-merger of Chemical undertaking and Rayon Undertaking (the Demerged Business) of DCM Shriram Industries Limited (the Transferee Company) into DCM Shriram Fine Chemicals Limited (the Resulting Company No 1) and DCM Shriram International Limited (the Resulting Company No. 2) and issue of shares of DCM Shriram International Limited and DCM Shriram Fine Chemicals Limited, to the shareholder of DCM Shriram Industries Limited in consideration of the said de-merger as on the record dated i.e., 26^th December,2025.

Pursuant to the NCLT-sanctioned Scheme, the Rayon Undertaking—which includes the Rayon business, Defence, and the Engineering Projects Section—has been demerged and vested into DCM Shriram International Limited . Consequently, DCM Shriram International Limited has emerged as an independent corporate entity specifically focused on the growth and expansion of the Rayon and Engineering businesses effective from 17^th December,2025. DCM Shriram International Limited is now strategically positioned to pursue independent growth strategies, attract specialized collaborations, and maximize shareholders value within its specific sectors.

Except for the implementation and financial effects of the aforementioned Scheme, no other material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report, affecting the financial position of the Company.

Subsidiary/ Associate Companies

The Company has no subsidiary.

Pursuant to the Scheme of Arrangement sanctioned by the Honble National Company Law Tribunal (NCLT), DCM Hyundai Limited, which was formerly an associate of DCM Shriram Industries Limited, became an associate of the Company during the year under review.

The required information regarding the performance and financial position of the associate company are given in Form AOC - I as annexure to the Annual Financial Statements for the year ended 31.03.2026.

Except the above, there has been no change in relationship of subsidiaries/ associate company during the year.

Annual Return

A copy of Annual Return for the year 2024-25, is available on the Companys web link . https://dcmsil.com/wp-content/uploads/2026/06/Annual-Return.pdf

The Annual Return for the year 2025-26 will be uploaded after filing with the Registrar of Companies in due course.

BOARD MEETINGS AND DIRECTORS

Meetings of the Board

During the year 2025- 26, five board meetings were held. The dates of the meetings, attendance, etc., are given in the Corporate Governance Report annexed hereto.

Declaration u/s 149(6) of the Act

All the Independent Directors (IDs) have given declarations u/s 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations confirming that they meet the criteria of independence as laid down under the said Section/ Regulation.

The Directors of the Company have also confirmed that they were not disqualified to be appointed as directors as per Section 164(2) of the Companies Act, 2013 and that they have not been debarred by SEBI or any other statutory authority to hold an office of director in a company.

Policy on Board Diversity

The Board of Directors in its meeting held on 23.12.2025 had approved a Policy on Board Diversity, as required under the SEBI Listing Regulations. A copy of the same has been posted on the Companys weblink – https://dcmsil.com/wp-content/uploads/2026/01/Board-Diversity-Policy.pdf

Directors Appointment and Remuneration

Appointment of directors on the Board of the Company, is based on the recommendations of the Nomination & Remuneration Committee. NRC identifies and recommends to the Board, persons for appointment on the Board, after considering the necessary and desirable competencies. NRC

24 also considers positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, etc.

In compliance with the provisions of Section 150(1) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board confirms that all the newly appointed Independent Directors are validly registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). The Board further confirms that the said Independent Directors have either successfully cleared the online proficiency self-assessment test conducted by the IICA or are statutorily exempt from undertaking the said test.

The directors of the Company are paid remuneration as per the Remuneration Policy of the Company, the gist of which is given under the heading Remuneration Policy as part of this Report. The details of remuneration paid to the directors during the year 2025-26 are given in the Corporate Governance Report forming part of this Report.

Changes in Directors or KMPs

The Company was incorporated in September 2022, with its founding Board of Directors comprising Mr. Alok Bansidhar Shriram , Ms. Kanika Shriram , and Mr. Rudra Shriram.

In preparation for the listing of the Companys equity shares and to align with robust corporate governance standards, the Board was comprehensively reconstituted in a phased manner during the year under review as under:

Appointment of Independent Directors: At the Board meeting held on October 30, 2025, the Board inducted four Independent Directors with effect from November 15, 2025. The appointed Independent Directors are Mr. Sanjay Chandrakant Kirloskar, Mr. Suman Jyoti Khaitan, Mr. Mukesh Gupta, and Mrs. Meeta Makhan.

Appointment of Executive Directors, KMPs, and Chairman: Subsequently, on December 23, 2025, the executive directors and Key Managerial Personnel (KMPs) were appointed. These included the appointment of Mr. Alok Bansidhar Shriram as Managing Director & Chief Executive O_cer (CEO), Ms. Kanika Shriram and Mr. Rudra Shriram as Deputy Managing Directors, and Mr. Purushottam Das Bagla as Whole Time Director & Chief Financial O_cer (CFO). Mr. Sanjay Chandrakant Kirloskar was appointed as the Chairman of the Board.

To further strengthen the Board, Mr. Sunil Behari Mathur, who is a non-executive Chairman of DCM Shriram Industries Limited was appointed as a Non-Executive Non-Independent Director with effect from March 7, 2026. This will also strengthen the concept of common control.

The Board has assessed the profiles, backgrounds, and track records of the newly appointed Independent Directors. The Board is of the firm opinion that all the aforementioned Independent Directors are individuals of high moral integrity and possess the requisite expertise, vast experience, and specialized skills in their respective domains including corporate leadership, finance, law, and strategic management, which are highly beneficial for the Companys independent oversight and long-term strategic growth.

In compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company subsequently sought the approval of its shareholders for the aforementioned appointments through Postal Ballot process. The remote e-voting process for the Postal Ballot was successfully concluded on May 12, 2026 and all the resolutions have been approved with requisite majority.

Annual Evaluation of Board and Directors

Pursuant to the provisions of Section 134(3)(p) and Section 178 of the Companies Act, 2013, read with Regulation 17(10) and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board is required to conduct an annual performance evaluation of the Board, its Committees, and individual Directors, and also in a separate meeting of Independent Directors are required etc., to review the performance of Non-Independent Directors and the Chairperson.

As the Company became independently operational only towards the end of December 2025 and there was not enough period of operations for an evaluation , such an evaluation will be done during the Financial Year 2026-27 .

Directors Responsibility Statement

As required under Section 134(3)(c) of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) the directors had taken proper and su_cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

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

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Controls

A comprehensive and effective internal financial control system is followed by the Company at all its establishments. This is further strengthened by an internal audit process under the overall supervision of the Audit Committee of the Board. Services for internal audit are outsourced. Qualified and experienced professionals are engaged to ensure effective and independent evaluation of, inter alia, the internal financial controls.

The Audit Committee lays down the schedule for internal audits. Internal audit reports are placed before the Committee along with management comments. Suggestions are implemented and subsequently reported back to the Audit Committee.

Apart from the above, an effective budgeting and monitoring system is also in place. Budgets are reviewed by the Audit Committee and approved by the Board. The operating results are compared and monitored against the approved budgets periodically. An Executive Committee comprising the senior management team meets every month to review all aspects of operations and formulate remedial measures and strategies. Monthly operations review reports comparing budgets with actual performances are placed before the Executive Committee for internal assessment, and also before the Board on a quarterly basis.

An effective communication and reporting system operates between the Units, Divisions, and the Corporate O_ce to keep various establishments abreast of regulatory changes and ensure seamless compliances.

To further strengthen Internal Financial Controls, ensure high availability of data, and drive business transformation through digitization, the Company has adopted the "RISE with SAP" (SAP Private Cloud) solution which has been successfully implemented across all business segments. This system is functioning effectively to mitigate any risk of information loss, streamline processes, and provide robust, real-time operational oversight.

Loans, Guarantees and Investments

The particulars of loans given by the Company are given in Note no. 5 of the Standalone Financial Statements for the year ended 31.03.2026.

The Company has not made any investment or provided any guarantee covered u/s 186 of the Companies Act, 2013, during the year.

Related Party Transactions

There has been no materially significant related party transactions between the Company and the Directors, Key Management Personnel, or the relatives except for those disclosed in the financial statements – Note No.33 of Notes to Accounts, which are at arms length basis and not material. Accordingly, Form AOC -2 does not form part of this Report.

The Board had framed a Policy on Related Party Transactions which is revised in line with the legal requirements. A copy of the same is placed on the Companys weblink: https://dcmsil.com/wp-content/uploads/2026/01/Policy-on-Related-Party-Transactions-1.pdf

CSR Activities

Pursuant to Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, an annual report on CSR activities in the year 2025-26 in the prescribed proforma is annexed – Annexure 2. The Company was required to spend Rs.148.19 lakh, being 2% of the average net profits of the preceding 3 years based on recasted financials during the year under review which has been fully utilized. The CFO has confirmed to the Board that funds mandated were spent as per approval of the CSR Committee and Board.

Risk Management

The Board of Directors in its meeting held on 06.03.2026 undertook a comprehensive review of the risk assessment and minimization procedures/ policies followed by the Company at its operations. While taking note of the same, the Board laid down that a half yearly status report of the risk assessment and steps taken to minimize the risks be placed before the Board. Such a report in respect of all the operations of the Company is now being placed before the Board.

In view of the diversified business, there are no significant elements of risk, which in the opinion of the Board may threaten the existence of the Company.

Public Deposits

Continuing the trusted legacy of the erstwhile DCM Limited and DCM Shriram Industries Limited i.e., the predecessor company, your Company proposes to invite and accept fixed deposits from its members, employees, and the general public. This initiative not only provides a safe investment avenue with attractive returns for our stakeholders but also supplements the Companys working capital requirements.

Following the successful implementation of the Composite Scheme of Arrangement, your Company qualifies as an "Eligible Company" under Section 76 of the Companies Act, 2013, read with Rule 2(1)(e) of the Companies (Acceptance of Deposits) Rules, 2014, having met the stipulated net worth and turnover criteria. Furthermore, the Company has been assigned a credit rating of "CARE A-; Stable" by CARE Ratings. The rating is based on deposit limit of Rs. 15 Crore.

Accordingly, your Board of Directors proposes to seek the approval of the shareholders at the ensuing Annual General Meeting (AGM) to invite and accept Public Deposits.

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant Orders have been passed by Regulators or Courts or Tribunals affecting the going concern status of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The required information as per Rule 8 (3) A, B & C of Companies (Accounts) Rules, 2014 is annexed

– Annexure 3 hereto.

REMUNERATION POLICY

The Board of Directors in its meeting held on 23.12.2025 had laid down a Remuneration Policy relating to remuneration of the Directors, Key Managerial Personnel (KMP), Sr. Management Personnel (SMP) and other employees of the Company. The Remuneration Policy is in accordance with Section 178 of the Companies Act 2013 and the Rules made there under.

The Remuneration Policy is posted on the Companys weblink. https://dcmsil.com/wp-content/ uploads/2026/01/Remuneration-Policy.pdf

The salient features of the Policy are given below:

i. Guiding principle

The guiding principle of the Policy is that the remuneration and other terms of employment should effectively help in attracting and retaining committed and competent personnel.

The remuneration packages are designed keeping in view industry practices and cost of living.

ii. Directors

Non-executive directors are paid remuneration in the form of sitting fees for attending Board/ Committee meetings as fixed by the Board from time to time subject to statutory provisions. Presently sitting fee is Rs.50,000 per Board meeting and Rs.25,000 per Committee meeting. In addition, Non-executive Directors are paid commission on profits of up to 1% of the net profit of the Company, computed in the manner laid down u/s 198 of the Companies Act, 2013, in such amount and proportion as may be decided by the Board of Directors.

To adequately compensate the Non-Executive Directors for their sustained contributions, the Board of Directors, has proposed the payment of remuneration by way of a commission to the Non-Executive Directors, subject to a maximum aggregate limit of 1% (one percent) of the net profits of the Company per annum, calculated in accordance with Section 198 of the Companies Act, 2013.

Accordingly, the Company is seeking the approval of the shareholders for the payment of this 1% commission to the Non-Executive Directors by way of a ordinary resolution at the ensuing Annual General Meeting.

Remuneration of Executive Directors (Whole-time Directors) including Managing Director(s) is fixed by the Board of Directors on the recommendation of the NRC, subject to the approval of the shareholders. The NRC, while recommending the remuneration, considers pay and employment conditions in the industry, merit and seniority of the person and paying capacity of the Company. The remuneration, which comprises of salary, perquisites, performance-based reward/profit-based commission and retirement benefits as per Company Rules, is subject to the limits laid down under the Companies Act, 2013.

iii. Key Managerial Personnel and Sr. Management Personnel

Appointment, remuneration and cessation of service of Key Managerial Personnel are subject to the approval of the NRC and Board of Directors. Appointment and cessation of service of Sr. Management Personnel are approved by the Managing Director(s) on the recommendation of the concerned Executive Director, keeping in view the Remuneration Policy.

iv. Other employees

The remuneration of other employees is fixed from time to time by the Management as per the guiding principle laid down in the Remuneration Policy and considering industry standards and cost of living. In addition to salary, they are also provided perquisites and retirement benefits as per schemes of the Company and statutory requirements, where applicable.

Managerial Remuneration

The information required as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to remuneration of Directors, KMP and comparisons are annexed – Annexure 4 hereto. It is a firmed that the remuneration is as per the Remuneration Policy of the Company.

Statement of particulars of the top ten employees in terms of remuneration including employees who were in receipt of remuneration which was not less than Rs.102 lakh or more per annum in aggregate during the year 2025-26 is annexed – Annexure 5 hereto.

Audit Committee

The Audit Committee presently comprises of four members, all of them being Independent Directors . Mr. Suman Jyoti Khaitan is the Chairman and Mr. Sanjay C. Kirloskar, Mr. Mukesh Gupta and Mrs. Meeta Makhan are Members. There was no instance of the Board not accepting the recommendation of the Audit Committee.

Vigil Mechanism

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of SEBI Listing Regulations, the Board of Directors, on the recommendation of the Audit Committee, adopted a Vigil Mechanism (Whistle Blower Policy). The Policy has been circulated among the employees and also has been put on the weblink of the Company:

https://dcmsil.com/wp-content/uploads/2026/03/Whistle-Blower-Policy.pdf

The Policy provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policies. The mechanism provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

Share Capital

Pursuant to approval of the Scheme of Arrangement by the National Company Law Tribunal, Delhi Bench, by order dated 21.11.2025, the authorized capital of the Company stood increased from Rs.5,00,000 (Rupees Five Lakh) to Rs.40,52,50,000 (Rupees Forty crore fifty two lakh fifty thousand) divided into 20,26,25,000 (twenty crore twenty six lakh twenty five thousand) equity shares having face value of Rs.2 (Two) each. Accordingly, Clause V of the Memorandum of Association stood amended to reflect the increase in authorized capital.

The Board Committee, for Implementation of Scheme of arrangement in exercise of the authority conferred by the Board has approved extinguishment of the 50,000 Equity Shares of Face Value of Rs. 2/- each aggregating to Rs. 100,000, in terms of the Scheme of Arrangement in exercise of the authorisations accorded by the Board of directors.

The Committee also has approved allotment of 8,69,92,185 Equity Shares of Rs. 2 each of DCM Shriram International Limited to the Equity Shareholders of the DCM Shriram Industries Limited, as on 26th December, 2025 "the record date" in the ratio of 1:1 Equity Shares of Rs. 2 each for every 1 (One) Equity Share of Rs. 2 each held in DCM Shriram Industries Limited pursuant to scheme of arrangement and the listing approval for the shares was received from BSE Limited and National Stock Exchange of India Limited on 21.01.2026. Trading approval for the said number of shares was received from NSE and BSE on 13.02.2026 and trading started from 17.02.2026.

During the year, the Company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares. The Company has not made any public offer of shares during the year.

Statutory Auditors

As per Section 139 of the Companies Act, 2013, the shareholders in their meeting held on 15.07.2023 had appointed M/s. B S R & Co., LLP, Chartered Accountants, Gurugram (Firm Registration No.101248W/W100022), for a term of 5 years i.e., to hold o_ce till the conclusion of the AGM in the year 2028.

Cost Auditors

M/s Ramanath Iyer & Co., Cost Accountants, (Regn No.000019), 808, Pearls Business Park, Netaji Subhash Place, Pitampura, Delhi – 110034, who were appointed as Cost Auditors of the Company for the year 2025-26, will submit the Cost Audit report, due for filing on or before 27.09.2026, to the Central Government. They have been re-appointed as Cost Auditors for the year 2026-27. A resolution for ratification of their remuneration for the year 2026-27, as required under the Companies Act, 2013, forms part of the Notice convening the ensuing AGM.

The Company maintains cost records as specified by the Central Govt. under sub- section (1) of Section 148 of the Companies Act, 2013.

Succession Plan

The Board in its meeting held on 23.12.2025 had laid down a policy on Orderly Succession for Appointments to the Board and Senior Management . The policy can be accessed on the company website through https://dcmsil.com/wp-content/uploads/2026/03/Succession-Policy.pdf

Corporate Governance

Reports on Corporate Governance and Management Discussion & Analysis are annexed –

Annexure 6.

Anti-Sexual Harassment Policy

Pursuant to the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013", the Company constituted Internal Complaints Committees at all its workplaces. There has not been any instance of complaint reported in this regard to any of the Committees during the year. The Committees were constituted effective from 01.02.2026 for 3 years.

The details are as follows:

Particulars	Status
Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	None
Number of cases pending for more than ninety days	None

The Company periodically review the policy and submit a status report annually to the Competent Authority under Section 22 of the said Act.

Applicability of IB Code

Neither any application was made, nor any proceedings were pending under the Insolvency & Bankruptcy Code during the year.

One Time Settlements

The Company has not entered into any one-time settlement of debt during the year under review.

DISCLOSURE UNDER SECRETARIAL STANDARDS

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

Compliance with the Maternity Benefit Act, 1961

The Company has strictly adhered to and complied with all the applicable provisions relating to the Maternity Benefit Act, 1961, during the financial year under review.

Acknowledgment

The Directors acknowledge the continued co-operation and support received from the Banks and various government agencies, and all our business associates.

The Directors also place on record their appreciation of the contribution made by employees at all levels. Their conduct and support are of utmost importance in achieving the Companys objectives targets.

	For and on behalf of the Board
	Kanika Shriram	Alok B. Shriram
	DIN: 00998758	DIN: 00203808
	Deputy Managing Director	Managing Director & CEO
Place: New Delhi
Date: 21st May, 2026