DCM Shriram Ltd Directors Report

During the financial year 2024-25, the Company transferred a total of Rs.

9.41 Crores to Reserves, namely, Rs. 9.13 Crores to General Reserve and Rs. 0.28 Crores to Storage Fund for Molasses.

The Company was identified as a Large Corporate, pursuant to the criteria prescribed by SEBI. Accordingly, the Company was required to raise 25% of its incremental borrowings by way of issuance of debt securities till the financial year 2024-25. However, the Company did not raise the required amount, as the Company borrows funds after exploring various products / options in the market and decides based on most optimal cost of funds.

During the year under review, no company became or ceased to be subsidiary, joint venture, or associate of your Company.

However, subsequent to close of the financial year, the Company acquired 53% of the equity shares of DNV Global Private Limited, a Company engaged in manufacturing and trading of hardware of windows and doors. Consequently, DNV Global Private Limited has become subsidiary of the Company.

Details regarding the performance and financial position of Companys Subsidiaries, Associates, etc. are appearing in Form AOC-1 given at Annexure-1 of this Boards Report.

The Company has in place an effective and robust Risk Management System. The Risk Management Policy and Risk Management framework have been formulated in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and business requirements. The said framework includes identification, assessment, response and monitoring system for mitigation of various risks.

The Company has in place adequate Internal Financial Controls with respect to financial statements. No material weakness in the design or operation of such controls was observed during the financial year 2024-25.

During the financial year 2024-25, there has been no materially significant Related Party Transaction between the Company and its related parties which requires disclosure in Form AOC-2.

The Company is a strong believer in the philosophy of giving back to the community and acknowledging the role played by communities in the growth of our business. The details of the programs/activities undertaken as CSR along with Annual Report on CSR activities and the composition of CSR Committee are provided in a separate section, which forms part of this Boards Report.

The Company has framed a policy on CSR which includes the guidelines on the major area in which the Company engages itself with the CSR activities/projects and the manner of implementation and monitoring the activities/projects. The composition of the CSR committee, CSR Policy, details of activities/projects approved by the Board and details of impact assessment, are also available on the Companys website at the following web link:

Details of meetings and attendance of Committee Members is given in given in the Corporate Governance Report forming part of this Annual Report.

The Company has zero tolerance for sexual harassment at the workplace and the Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). During the period under review, 1 case was reported on sexual harassment which stands resolved at the end of the financial year. The Company is committed to raise awareness and ensure compliance on this subject.

The Company has formulated a Policy for determining Material Subsidiaries, which is available on the Companys website at the following web link:

As on March 31, 2025, basis the above policy, there was no Material Subsidiary of the Company.

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act and relevant rules thereunder are given in the Notes to the Financial Statements.

• The details relating to deposits for the financial year 2024-25, covered under Chapter V of the Act is as under:
• Accepted including renewals during the year: Rs. 10.41 Crores
• Remained unpaid/ unclaimed as at the end of the year: Nil
• There has been no default in repayment of deposits or payment of interest thereon during the financial year 2024-25.
• All deposits are in the compliance with the requirements of Chapter V of the Act.

The Company has an Employee Stock Purchase Scheme "DCM Shriram ESPS" duly approved by Members, which has been aligned with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. DCM Shriram ESPS is a secondary market scheme and provides for grants of equity shares through Trust, purchased from the secondary market to the eligible employees, as may be decided by the Nomination, Remuneration and Compensation Committee (NRCC), from time to time.

There are no voting rights exercised on the shares held by the Trust. The details required as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Companys website at the following web link:

The criteria for Directors appointment have been set up by NRCC which, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a Director, basis/criteria of remuneration to Directors/KMPs and other matters provided under Section 178 of the Companies Act, 2013 (the Act) and Listing Regulations.

The Board met 5 times during the financial year 2024-25 i.e. on May 6, 2024, July 23, 2024, October 30, 2024, January 18, 2025, and March 4,

2025. Details of attendance of Directors in meetings is given in the Corporate Governance Report forming part of this Annual Report.

Details regarding composition and meetings of the Audit Committee and other Committees of the Board and attendance of Committee Members in respective Committee meetings are mentioned in the Corporate Governance Report forming part of this Annual Report.

During the year under review, Mr. Pranam Wahi (DIN: 00031914), Ms. Seema Bahuguna (DIN: 09527493), Dr. Simrit Kaur (DIN: 10628625), Mr. Vipin Sondhi (DIN: 00327400) and Mr. Tejpreet Singh Chopra (DIN: 00317683) were appointed as Independent Directors on the Board of the Company for a period of 5 years, from their respective dates of appointment.

On Completion of 2nd term as Independent Directors, Mr. Pradeep Dinodia (DIN: 00027995), Mr. Sunil Kant Munjal (DIN: 00003902),

Mr. Vimal Bhandari (DIN: 00001318) and Ms. Ramni Nirula (DIN: 00015330) ceased as Independent Directors of the Company.

Mr. Pradeep Dinodia was appointed as a Non-Executive Non-Independent Director of the Company.

In terms of the provisions of Section 152 of the Act, Mr. Krishan Kumar Sharma (DIN No.: 07951296) Whole Time Director of the Company and Mr. Rabinarayan Mishra (DIN No.: 10377015), Nominee Director (LIC), retires by rotation at the ensuing AGM and offer themselves for re-appointment.

The existing tenure of Mr. Ajit S. Shriram (DIN No.: 00027918) as Joint Managing Director of the Company will expire on May 1, 2026. The Board of Directors, based on recommendation of NRCC, has recommended his re-appointment for a further term of 5 (five) years effective from May 2, 2026, to the Members for their approval at the ensuing AGM.

Justice (Retd.) Vikramajit Sen (DIN No.: 00866743), an Independent Director on the Board of the Company, shall during his existing tenure will attain the age of 75 years. Accordingly, in terms of Listing Regulations, the Board of Directors, based on recommendation of NRCC, has recommended continuation of his directorship on attaining the age of 75 years upto the end of his present tenure on existing terms & conditions, to the Members for their approval at the ensuing AGM.

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of Listing Regulations. In the opinion of the Board, the said Directors possess the integrity, expertise and experience including proficiency required for their appointment as Independent Director in the Company.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Brief resume and other details of the Directors being re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of Listing Regulations, are separately disclosed in the Notice of ensuing AGM.

The details of familiarization program for Independent Directors are available on the Companys website at the following web link:

Mr. Deepak Gupta (F4615) was appointed as Company Secretary & Compliance Officer of the Company, w.e.f. January 18, 2025. Consequently, Ms. Swati Patil Lahiri (F7221) had ceased to be the Acting Company Secretary & Compliance Officer of the Company, effective from the said date.

In compliance with requirements of the Act and Listing Regulations, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as under:

• Manner of evaluation as recommended to the Board by NRCC.
• The Chairman of the Board had taken feedback from each of the Directors about the performance of Board, Committees and other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the same with the Board.
• In respect of the evaluation of Chairman of the Board, the Chairman of NRCC collated the inputs from Directors about his performance as a Director and as Chairman of the Board/Company and as Chairman/Member of the Board Committees and shared the same with the Board.

The Board discussed the inputs on performance of Board/Committees/ Individual Directors and performed the evaluation.

• Criteria of evaluation as approved by NRCC

The aforesaid evaluation was conducted as per the criteria laid down by NRCC as follows:

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors, KMPs and other employees of the Company, are given in Annexure-2 of this Boards Report.

However, in terms of Section 136(1) of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement of Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days (except Saturdays) upto the date of the ensuing AGM.

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at the following web link:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-3 of this Boards Report.

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

A separate section on Management Discussion and Analysis on the operations of the Company forms part of this Annual Report.

A separate section on Business Responsibility and Sustainability Report prepared pursuant to Regulation 34(2)(f) of the Listing Regulations forms part of this Annual Report.

The Company is committed to adhere to best Corporate Governance practices. A separate section on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Regulations, forms part of this Annual Report.

M/s Deloitte Haskins & Sells, Delhi, a firm of Chartered Accountants (FRN: 015125N) were appointed as Statutory Auditors of the Company by the Members of the Company in its 33rd AGM held on July 19, 2022 for a period of five consecutive years i.e. from the conclusion of 33rd AGM till the conclusion of 38th AGM.

The Reports given by the Statutory Auditors on the financial statements (Standalone and Consolidated) of the Company for the financial year 2024-25 are forming part of this Annual Report. The said Reports are unmodified and there are no qualifications, reservation, adverse remark or disclaimer.

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, based on recommendation of the Audit Committee, has recommended the appointment and remuneration of M/s RMG & Associates, Company Secretaries, New Delhi (FRN: P2001DE016100) as Secretarial Auditors of the Company for a term of five (5) consecutive years, effective from the conclusion of the ensuing AGM till the conclusion of 41st AGM, to be held in the year 2030 for approval of the Members at the ensuing AGM.

The Secretarial Audit Report for the financial year 2024-25 received from the Secretarial Auditors, is attached as Annexure-4 to this Boards Report. The Secretarial Audit Report does not contain any qualification or reservation or adverse remark or disclaimer.

The Company is required to maintain Cost Records as directed by the Central Government pursuant to Section 148(1) of the Act and accordingly such accounts and records are prepared and maintained by the Company.

Based on the recommendation of the Audit Committee, the Board had appointed M/s. J P Sarda & Associates, Cost Accountants, Kota (FRN: 000289) and M/s. Yogesh Gupta & Associates, Cost Accountants, New Delhi (FRN: 000373), as the Cost Auditors to conduct the cost audit of the Company for FY 2024-25, subject to ratification of their remuneration by the members of the Company.

Your Directors state that:

• in preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;
• 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 as at March 31, 2025, and of the profit of the Company for that period;
• 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;
• they have prepared the annual accounts on a going concern basis;
• they have laid down internal financial controls as followed by the Company and that such internal financial controls are adequate and are operating effectively; and
• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

There are no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

The Company continued to maintain harmonious and cordial relations with its workmen in all its divisions, which enabled it to achieve this performance level on all fronts.

• No material change or commitment has occurred after close of the financial year 2024-25 till the date except as mentioned in this Report, which affects the financial position of the Company.
• There are no proceedings initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016 which impact the business of the Company.
• There were no instances of one time settlement which require the valuation from the Banks or Financial institutions.
• There were no instances of any fraud reported by the Auditors under Section 143(12) of the Act.

Your Directors wish to place on record their appreciation for valuable co- operation and support from, the Government Authorities, Financial Institutions, Bankers, Other Business Associates/ Stakeholders and Members and encouragement extended to the Company. The Directors also place on record their deep appreciation for the contribution made by the employees at all levels.

On behalf of the Board

Ajay S. Shriram

New Delhi

Chairman & Senior Managing Director

May 5, 2025

DIN: 00027137