Dhanalaxmi Roto Spinners Ltd Directors Report

To the Members,

Your Directors have pleasure to present their 39^th Annual Report on the business and operations of the company together with the audited statements of accounts for the financial year ended 31^st March, 2026.

1. FINANCIAL HIGHLIGHTS

The Companys financial results for the year under review along with previous years figures are given hereunder:

Particulars	(Amount in Lakhs)
	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations	27,607.09	18,547.13
Other Income	868.02	693.95
Total Income	28,475.11	19,241.08
Total Expenses before finance cost, depreciation and tax	27,450.69	17,960.97
Finance Costs	94.15	97.36
Depreciation & Amortization Expense	21.02	26.03
Profits before exceptional and extraordinary items and tax	909.25	1,156.71
Exceptional Items/Prior Period Items	0.59	(0.34)
Profit Before Tax	909.83	1,156.37
Less: Tax Expenses	222.74	302.35
Net Profit After Tax	687.09	854.02

2. REVIEW OF OPERATIONS:

During the year under review, your company has earned a Net Profit of Rs. 687.09/- (Rs. in Lakhs) when compared to Net Profit of Rs. 854.02/- (Rs. in Lakhs) in the previous year. Net profit before taxation earned during the year under review amounted to Rs. 909.83/- (Rs. in Lakhs) as against Rs. 1,156.37/- (Rs. in Lakhs) in the previous year.

3. DIVIDEND

The Board has recommended a dividend of Rs.1/- per Equity Share of Rs.10.00/- each (i.e., 10% of face value) for the year ended March 31, 2026. This payment is subject to your approval at the ensuing 39^th Annual General Meeting of the company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the company shall be taxable in the hands of the shareholders. Your company shall, accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Dividend Distribution Policy and the same is available on the Companys website https://dhanroto.com/investors/

4. RESERVES:

The Company proposes to transfer Rs. 687.09/- (Rs. in Lakhs) to retained earnings for the Financial Year 2025-26. With this addition, the total Reserves & Surplus (including Capital Reserve, Central Subsidy, Investment Allowance Reserve, Revaluation surplus & Retained Earnings) as on March 31, 2026 is Rs.5,480.92/- (Rs. in Lakhs) as against the Paid-up Capital of Rs.780.06/- (Rs. in Lakhs).

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Mr. Narayan Inani, Whole Time Director of the company retires at this Annual General Meeting and being eligible, seeks reappointment. The Board recommended his appointment.

Mr. Narayan Inani resigned as Chief Financial Officer (CFO) of the Company w.e.f. 1^st October, 2025 and the same was noted at the Board meeting held on 19^th August, 2025.

Ms. Srinidhi Inani was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 1^st October, 2025 and the same was noted at the Board meeting held on 19^th August, 2025.

Ms. Pooja Gadhia resigned as Company Secretary of the Company w.e.f. 30^th December, 2025 and the same was noted at the Board meeting held on 02^nd January, 2026.

Ms. Samskruthi Malpani was appointed as Company Secretary of the Company w.e.f. 2^nd January, 2026 at the Board meeting held on 2^nd January, 2026.

Apart from above, there were no other changes in the composition of the board and KMP during the year under review.

6. INDEPENDENT DIRECTORS (DECLARATION OF INDEPENDENT DIRECTOR)

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors met Seven (07) times during the financial year 2025-26.

The names of the Directors on the Board, their attendance at Board Meetings held during the year is given below:

Details of Board Meetings
Date of Board Meeting	Narayan Inani	Anirudh Inani	Keshav Inani	Dhanraj Soni	Vivek Baheti	Anushree Atasniya
27-05-2025	Yes	Yes	Yes	Yes	Yes	Yes
07-08-2025	Yes	Yes	Yes	Yes	Yes	Yes
19-08-2025	Yes	Yes	Yes	Yes	Yes	Yes
15-09-2025	Yes	Yes	Yes	Yes	Yes	Yes
13-11-2025	Yes	Yes	Yes	Yes	Yes	Yes
02-01-2026	Yes	Yes	Yes	Yes	Yes	Yes
10-02-2026	Yes	Yes	Yes	Yes	Yes	Yes
Total No. of meetings attended	07	07	07	07	07	07

8. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: —

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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient 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; and

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 - Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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.

9. STATUTORYAUDITORS

M/s G. D. Upadhyay & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors for a period of 5 years at the Annual General Meeting held on 29/09/2022 and holds office till the conclusion of 40^th Annual general meeting to be held in the year 2027.

Further, the Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this annual report.

10. SECRETARIAL AUDITOR:

M/s. Baheti Gupta & Co., Company Secretaries, Hyderabad were appointed as Secretarial Auditor for a period of 5 years at the Annual General Meeting held on 19/09/2025 and shall continue to hold the office till the conclusion of 43^rd Annual General Meeting to be held for the Financial Year 2029-30.

The Secretarial audit report for Financial Year 2025-26 forms part of the Annual Report as ‘Annexure-A to the Boards Report. Further, the Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

11. INTERNAL AUDITORS:

M/s. M. Jhawar & Associates., Chartered Accountants, performs the duties of internal auditors of the company and their report is reviewed by the Audit committee from time to time.

12. COST AUDIT:

The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013 for any of the goods dealt in by the Company.

13. ANNUAL RETURN:

The copy of the Annual Return as on 31^st March, 2026 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 will be available on the website of the company and the same can be accessed at https://www.dhanroto.com.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

15. LOANS, GUARANTEES, INVESTMENTS MADE OR SECURITIES PROVIDED:

The details of investments madeby the company pursuant to section 186 of the Companies Act, 2013 are disclosed in the financial statements as required under the provisions of the Companies Act, 2013. Further the Company has not given any Loan, guarantee or provided security during the year under review.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. All related party transactions were placed before the Audit Committee and also the Board for approval and wherever required approval of shareholders were duly accorded. Detailed information about the related party transactions is enclosed in Form AOC-2 as "Annexure-B".

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at https://dhanroto.com/investors/.

17. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

18. LISTING ARRANGEMENTS:

Companys shares are presently listed on The Bombay Stock Exchange Limited & other details are listed below:

Stock Exchange Name	The BSE Limited
Scrip Code	521216
Scrip Name	DHANROTO
ISIN	INE220C01012

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the provisions of Companies Act, 2013, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given under:

A. Conservation of Energy:

Adequate measures have been taken to reduce energy consumption, wherever possible. There were no additional investments made for the conservation of energy during the period under review.

B. I) Research and Development (R&D):

a) Specific areas in which R&D has been carried out by the company: NIL

b) Benefits derived as a result of the above R&D: NIL

c) Future plans of action: NIL

d) Expenditure on R&D: NIL

II) Technology Absorption, Adaptation and Innovation:

a) Technology Imported: NIL

b) Year of Import: NIL

c) Has the technology been fully absorbed: NIL

d) Technical collaborator: NIL

C. Foreign Exchange Earnings and Outgo:

Particulars	Amount (Rs. in Lakhs)
	2025-26	2024-25
Earnings:	293.39	380.41
Outgo:	23,846.72	17,249.42

20. PARTICULARS OF EMPLOYEES:

There is no employee who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakhs rupees or if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh and Fifty thousand rupees per month or if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or wholetime director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company and thus consequently no information is required to be provided in this regard in accordance with the provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has effective ‘internal financial controls that ensure an orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

There are adequate controls relating to strategic, operational, environmental and quality related aspects too.

While these controls have been effective through-out the year, these are reviewed on a periodic basis for any changes/ modifications to align to business needs.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. TRANSFER OF UNCLAIMED DIVIDEND FUND:

The Company has transferred unclaimed dividend to the separate bank account as per the provisions of Section 125(2) of the Companies Act, 2013.

24. MATERIAL CHANGES AND COMMITMENT IF ANY:

There are no material changes and commitments affecting financial position of the company during the year under review.

25. BUSINESS RISK MANAGEMENT POLICY:

Global events have challenged nearly every company, leading to a rethink of assumptions and adaption of strategies to a new operating environment that involves managing major risks with a renewed focus on the safety of people.

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management (ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Audit Committee shall evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Audit Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems, recommend improvements if needed, discuss with external consultants, Internal Auditors to test the adequacy and effectiveness of the Risk Management System.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

26. CORPORATE SOCIAL RESPONSIBILITY:

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure- C" which forms part of this Report.

27. CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A report on Corporate Governance as required under the Listing Regulations is provided in "Annexure-D" which forms part of the Report. A Certificate from M/s Baheti Gupta Co, Practicing Company Secretaries regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

28. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and according to SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually, Board as whole as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

Policy:

1. The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Companys operations.

2. In evaluating the suitability of individual Board member the Nomination and Remuneration Committee may take into account factors, such as:

- General understanding of the companys business dynamics, global business and social perspective;

- Educational and professional background

- Standing in the profession;

- Personal and professional ethics, integrity and values;

- Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

2.1 The proposed appointee shall also fulfil the following requirements:

- shall possess a Director Identification Number;

- shall not be disqualified under the Companies Act, 2013;

- shall endeavor to attend all Board Meeting and wherever he is appointed as a Committee Member, the Committee Meeting;

- shall abide by the code of Conduct established by the company for Directors and senior management personnel;

- shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

- Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013.

3. Criteria of independence

3.1. The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2. The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3. The Independent Director shall abide by the "Code for Independent Directors "as specified in Schedule IV to the Companies Act, 2013.

4. Other directorships/ committee memberships

4.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The Nomination and Remuneration Committee shall take into account the nature of and the time involved in a directory service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.2 None of the Director of the Company is holding Directorship in other company in excess of the limits prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further the membership and chairmanship held by the Directors in different committees of the Board across all the companies is within the limits prescribed therein.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. AUDIT COMMITTEE: (CONSTITUTED IN TERMS OF SECTION 177 OF THE COMPANIES ACT, 2013 READ WITH REGULATION 18 OF SEBI LODR REGULATIONS, 2015) & VIGIL MECHANISM.

A. AUDIT COMMITTEE

The Company has constituted a qualified and independent Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company. The primary objective of the Committee is to monitor and provide effective supervision of the managements financial reporting process with a view to ensuring accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting. The Committee adheres to the Companies Act, 2013 in terms of quorum for its meetings, functioning, role and powers. The functions of the committee include:

- Overseeing the companys financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

- Recommendation of appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services;

- Review of adequacy of internal audit function, including the reporting structure, coverage and frequency of internal audit;

- Review of the companys financial and risk management policies;

- Review of the financial reporting system and internal control systems;

- Approve quarterly, half yearly and annual financial results including major accounting entries involving exercise of judgment by the management;

- Representation by the Statutory Auditors to the management in regard to any internal control weaknesses observed by them during the course of their audit and the action taken by the management thereon;

- Discussions with Statutory and Internal Auditors on matters related to their area of audit;

- Management Discussion & Analysis of the companys operations;

- Review of significant related party transactions;

- Review of implementation of the Fraud Risk Management Policy and the Fraud Risk Assessment Reports;

- Recommendation for appointment of Statutory Auditors and their remuneration;

The Committee consists of qualified and Independent Non-Executive Directors. All the Members on the Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Committee members met four times during the financial year 2025-26:

The Managing Director and Executive Directors of the company as well as the Internal and Statutory Auditors of the company, attend Committee meetings as and when required to brief the Members. The Committee also invites Business and Departmental Heads, to discuss matters concerning their business / departments, as and when it deems necessary.

The composition of the Audit Committee and the details of meetings attended by its members are given below: The Audit Committee met Four times during the year on 27-05-2025, 06-08-2025, 13-11-2025 and 10-02-2026.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Vivek Baheti	Chairperson	Non-Executive - Independent Director	4	4
Narayan Inani	Member	Executive Director	4	4
Anushree Atasniya	Member	Non-Executive - Independent Director	4	4

B. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

31. NOMINATION AND REMUNERATION COMMITTEE: (CONSTITUTED IN TERMS OF SECTION 178 OF THE COMPANIES ACT, 2013 READ WITH REGULATION 19 OF SEBI LODR REGULATIONS, 2015).

The "Nomination and Remuneration Committee" is governed by a Charter duly approved by the Board of Directors of the Company and in compliance with Section 178 of Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. The Directors as well as those rendering clerical, administrative and professional services are suitably remunerated according to the industry norms.

The terms of reference of the Committee inter alia, include the following:

- Succession planning of the Board of Directors and Senior Management Employees;

- Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

- Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

- Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration;

- Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short-term and long-term objectives of the Company.

A. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

The Nomination and Remuneration Committee met two times during the year on 19-08-2025 and 02-012026

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Vivek Baheti	Chairperson	Non-Executive Director (Independent)	2	2
Dhanraj Soni	Member	Non-Executive Director(Independent)	2	2
Anushree Atasniya	Member	Non-Executive Director(Independent)	2	2

32. STAKEHOLDERS RELATIONSHIP COMMITTEE: (Constituted in terms of Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI LODR Regulations, 2015).

The Company has constituted a Stakeholders Relationship Committee in compliance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 to specifically look into various aspects of the interests of shareholders, investors and other security holders, if any, of the Company:

The Committee, inter alia, oversees and monitors the following matters:

- Redressal of grievances and complaints of shareholders, investors and other security holders, if any, including matters relating to transfer, transmission, transposition, dematerialisation and other investor service requests relating to securities of the Company;

- Monitoring and reviewing requests relating to transmission, transposition, issue of duplicate securities and other investor service requests and ensuring that the securities are credited directly to the eligible investors demat account in accordance with the applicable SEBI regulations and circulars;

- Monitoring the expeditious resolution of investor grievances relating to non-receipt of Annual Reports, declared dividends, notices, securities and other corporate benefits;

- Reviewing the status of various corporate actions undertaken by the Company, including bonus issue, rights issue, subdivision, consolidation, dividend and other corporate actions, and monitoring the resolution of any grievances or complaints received from shareholders and investors in relation thereto;

- Reviewing adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent;

- Reviewing the measures and initiatives undertaken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividends, Annual Reports, statutory notices and other communications by shareholders; and

- Considering and addressing such other matters relating to shareholders, investors and other security holders as may be prescribed under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, applicable SEBI circulars or as may be delegated or referred to the Committee by the Board from time to time.

A. Composition:

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

The Stakeholders Relationship Committee met Four times during the year on 27-05-2025, 09-09-2025, 26-09-2025 and 10-02-2026

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Anushree Atasniya	Chairperson	Non-Executive - Independent Director	4	4
Dhanraj Soni	Member	Non-Executive - Independent Director	4	4
Keshav Inani	Member	Executive Director	4	4

33. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2025-26

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission.	NIL
Complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange/ SCORE and so on	3
Number of complaints resolved	3
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2026	NA
Complaints pending as on March 31, 2026	NIL
Number of Share transfers pending for approval, as on March 31, 2026	NIL

34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

a) Industry Structure and Developments:

The Company is mainly engaged in Trading Activity in the line of Paper and Wood Pulp. The Company has established itself in Paper and Wood Pulp market.

b) Opportunities and threats:

The Company feels happy to inform that it has established itself in the Indian Wood Pulp Market. Giving timely and excellent services Company has established dedicated customers whose base is steadily improving. However, the Wood Pulp market fluctuates according to international rates which effect margins and being a trader, the company is very much dependent on buyers and sellers for its growth.

Opportunities:

The Pulp and Paper industry is important for several reasons. The opportunities for the paper and pulp industries are resource efficiency and bio-economy. The continuous improvements in technology can further reduce environmental impacts and optimize the use of resources.

Threats:

The Indian paper sector is now being crushed by a lack of waste cuttings or waste paper, high costs for pulp, fiber, newsprint, container issues, such as rising freight charges, rising coal, chemicals and other inputs rates and lastly due to ongoing trade wars in the world. During the year under review, the international market for wood pulp was highly fluctuating.

c) Segment wise or product wise reporting

The Company is engaged in only one segment and trades in the wood pulp and paper. Performance of the Company is satisfactory due to the down turn in international markets largely affected by the events such as trade wars, war like situations in countries and sluggish economic growth. Further it is envisaged that there will be improvement in the coming years and international markets will revive.

d) Outlook:

In the Business support services your company is participating in the Tenders called by the Government, Semi-government and private companies. In the Business support Service sector, the company is receiving regular work, not only from its existing clients but is also exploring opportunities from new clients. In the Financial Sector the share market was very volatile and hence your company is taking adequate measures to ensure proper investment decision.

e) Risk and Concerns:

Wood Pulp rates fluctuate according to international market and being a trader, Company is dependent on its buyers and suppliers. The Company is exposed to stiff competition and foreign currency fluctuations in its operation. Commodity export market has good scope however, Company has to compete and supply goods at international prices. Government policies on commodity export keep on changing based on local production/consumption pattern.

f) Internal Control system and their adequacy:

The Company has a proper and adequate system of internal control proportionate to its size and volume of business. The internal control system of the Company is designed to ensure that the financial and other records are reliable for preparing financial statements and other data for maintaining accountability of assets.

g) Discussion on Financial Performance with respect to Operational Performance:

The Financial Statements are prepared under the historical cost convention in accordance with Indian generally accepted accounting principles and the provisions of Indian Companies Act, 2013. All Income and Expenditure having a material bearing on the Financial Statements are recognized on accrual basis. The Management has taken utmost care for the integrity and the objectivity of these Financial Statements, as well as for various estimates and judgments used therein.

h) Material developments in Human Resources/Industrial Relations front, including number of people involved:

The Company continues to maintain excellent relationship with its buyers and sellers. Relationship with the staff is quite cordial and supportive for continuous human resource development.

i) Details of significant changes in following key financial ratios as compared to the immediately previous financial year:

S.No.	Particulars	2024-25	2025-26	% Change	Remarks for variation
i)	Inventory Turnover	31.14	47.86	53.71%	Working Capital Management improved
ii)	Interest Coverage Ratio	186.75	293.78	57.31%	The companys performance improved due to a lower finance cost
iii)	Debtors Turnover	7.15	6.60	-7.67%	Ratio deteriorated leading to longer payments cycle.
iv)	Current Ratio	2.52	2.57	1.94%	Increase in liquid assets relative to its short-term liabilities
v)	Debt Equity Ratio	0.12	0.03	-70.35%	Increased financial stability for the business due to decrease in borrowings
vi)	Operating Profit Margin (%)	8.58	6.52	-24.03%	Decrease in profits are due to increase in expenses
vii)	Net Profit Margin (%)	0.05	0.02	-45.95%	Decrease in profits are due to increase in expenses

j) Changes in return on Net Worth as compared to the immediately previous financial year is (-19.55%) Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand/supply and price conditions in the domestic and international markets in which the Company operates, changes in the Government regulations, tax laws and other statues and other incidental factor.

35. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has Nomination and Remuneration Committee consisting of Mr. Vivek Baheti as Chairperson, Mr. Dhanraj Soni and Mrs. Anushree Atasniya as members. The remuneration and sitting fees paid to the Board members are based on the recommendation of Nomination and Remuneration Committee.

Policy:

1. Remuneration to Executive Director and key managerial personnel

1.1 The Board on the recommendation of the Nomination and Remuneration (NR) Committee shall review and approve the remuneration payable to the Executive Director of the company within the overall limit approved by the shareholders.

1.2 The Board on the recommendation of the Nomination and Remuneration Committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

1.3 The remuneration structure to the Executive Director and key managerial personnel may include Basic pay and Perquisites and Allowances

1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the Nomination and Remuneration Committee and Annual performance Bonus may be approved by the committee based on the achievement against the Annual plan and Objectives.

2. Remuneration to Non - Executive Directors

2.1 Presently the Companys policy on remuneration does not provide for remuneration to non-executive Directors except for payment of sitting fees for attending the meetings of the Board.

2.2. Further the Executive Directors are not paid any sitting fees for attending meetings of the Board.

3. Remuneration to other employees

3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

Remuneration to Directors:

The remuneration and perks paid during the year to Mr. Narayan Inani, Managing Director is Rs. 72,00,000/-, Mr.

Anirudh Inani, Whole time Director is Rs. 72,00,000/- and Mr. Keshav Inani, Whole time Director is Rs. 72,00,000/-

Sitting Fees:

Details of Sitting Fees paid to Non- Executive Directors are as under:

Non- Executive Directors	Sitting Fees (Rs)
Mr. Dhanraj Soni	14000
Mrs. Anushree Atasniya	14000
Mr. Vivek Baheti	14000

36. SECRETARIAL STANDARDS

The company is in compliance with all the Secretarial Standards as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

37. INDEPENDENT DIRECTORS MEETING:

As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of Non-Independent Directors) was held on 10/02/2026 to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as whole;

2. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors of the Company were present at the meeting. As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc.

The meeting also reviewed and evaluated the performance of non-independent directors. The Company has 3 non-independent directors namely:

i.) Mr. Narayan Inani - Managing Director

ii.) Mr. Anirudh Inani - Whole Time Director and Chairman

iii.) Mr. Keshav Inani - Whole Time Director and CEO

The meeting recognized the significant contribution made by Mr. Narayan Inani as Managing Director in directing the Company towards the success path. The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

- Preparedness for Board/Committee meetings

- Attendance at the Board/Committee meetings

- Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

- Monitoring the effectiveness of the companys governance practices

- Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

- Ensuring the integrity of the companys accounting and financial reporting systems, including the independent audit and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

38. SHARE CAPITAL

A. RIGHTS ISSUE OF SHARES

No shares were issued on rights basis during the year under review.

B. PREFERENTIAL ALLOTMENT OF SHARES ON PRIVATE PLACEMENT BASIS

No Preferential allotment of shares on private placement basis was made during the year under review.

C. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

F. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with differential voting rights during the financial year under review.

39. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information given pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

Name of the Director	Remuneration of the F.Y.2025-26	Remuneration of the F.Y.2024- 2025	% increase in the Remuneration in 2026 as compared to 2025	Ratio of Remuneration to MRE
Narayan Inani, Managing Director	72,00,000	36,00,000	100%	1.85
Keshav Inani Whole Time Director and CEO	72,00,000	36,00,000	100%	1.85
Anirudh Inani, Whole Time Director	72,00,000	36,00,000	100%	1.85
Srinidhi Inani	51,00,000	32,50,000	56.92%	1.31
Pooja Gadhia, Company Secretary	7,50,000	6,50,000	15.38%	0.19
(April to Dec2025)
Samskruti Malpani Company Secretary (Jan to March 2026)	2,25,000	0	*0%	0.06

*Note: The percentage increase in the remuneration of Ms. Samskruti Malpani, Company Secretary of the Company as compared to last financial year is mentioned as 0 since she has been appointed in the financial year 2025-26.

OTHER DISCLOSURES:

The total numbers of permanent employees of the company are Six (6) other than Directors of the Company.

The total remuneration paid to Directors was Rs. 216.00 Lakhs against the net profits of the company after tax amounting to Rs. 687.09 Lakhs.

There was 20% increase in the median remuneration of employees in the current financial year.

Average percentile increase made in the salaries of employees other than managerial personnel in the financial year i.e., 2025-26 was 12.75% and also there was 100% increase in managerial remuneration for the Financial Year 2025-26. The increase in managerial remuneration is based on the individual performance, inflation, prevailing industry trends and benchmarks.

Non-Executive Directors and Independent Directors are paid sitting fees only for the meetings of the Board attended by them. Further no sitting fees are paid for attending the meetings of the committees of the Board.

There is no employee receiving any remuneration in excess of remuneration paid to any Director. Further the remuneration payable to Directors is as per the remuneration policy of the Board of Directors as recommended by Nomination and Remuneration Committee.

Further as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names of the top ten employees in terms of remuneration drawn is as under:

Name	Designation	Remuneration	Nature of Employment	Qualification and Experience	Date of Commence ment of Employment	Age	Last Employment	% of equity shares held
Sangita Inani	Sales Executive	39,00,000	Permanent unless otherwise agreed	Graduate	1-4-2009	52	Anirudh Marketing	2%
Divya Inani	Purchase Executive	39,00,000	Permanent unless otherwise agreed	Graduate	1-4-2009	59	Karmanghat Securities (P) Ltd	2.34%
Srinidhi Inani	Chief Financial Officer	51,00,000	Permanent unless otherwise agreed	Graduate	1-1-2022	31	Social Beat	0.70%
Vasundhara Inani	Marketing Executive	39,00,000	Permanent unless otherwise agreed	Graduate	01-07-2021	26	Vanhuesen and Tetra Minds Marketing	2%
Natasha Inani	Chief Information Officer	39,00,000	Permanent unless otherwise agreed	Graduate	01-04-2024	41	Shrimannaray n Enterprises Private Limited	3.48%
*Pooja Gadhia	Company Secretary Cum Compliance Officer	7,50,000	Permanent unless otherwise agreed	Company Secretary	01-03-2022	31	Basai Steels and Power Private Limited	0%
Samskruti Malpani	Company Secretary Cum Compliance Officer	2,25,000	Permanent unless otherwise agreed	Company Secretary	02-01-2026	24	Ranj Corporate Advisor	0%

* Note: Pooja Gadhia resigned as Company secretary of the Company w.e.f. 30/12/2025.

Relationship of Employee with the Director or Manager of the company.

Sangita Inani Spouse of Mr. Narayan Inani, Managing Director of the Company.

Divya Inani Mother of Mr. Keshav Inani, Whole Time Director and CEO of the Company Srinidhi Inani wife of Mr. Keshav Inani, Whole Time Director and CEO of the Company Vasundhara Inani Daughter of Mr. Narayan Inani, Managing Director of the Company. Natasha Inani Wife of Mr. Anirudh Inani, Whole Time Director of the Company Pooja Gadhia not a relative of the Directors of the Company Samskruthi Malpani not a relative of the Directors of the Company

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby discloses the details of unpaid/unclaimed dividend and the respective share thereof as follows:

Aggregate No. of Shareholders and the outstanding shares in the suspense account at the beginning of the year.	NA
No. of shareholders who approached the Company for transfer of shares from suspense account during the year.	NA
No. of shareholders to whom shares were transferred from suspense account during the year.	NA
Aggregate No. of Shareholders and the outstanding shares in the suspense account at the end of the year.	NA

41. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

	By Order of the Board of Directors
	For DHANALAXMI ROTO SPINNERS LIMITED
	Sd/-	Sd/-
	Narayan Inani	Anirudh Inani
Place: Thimmapur	Managing Director	Whole Time Director
Date: 24.08.2026	(DIN:00525403)	(DIN: 02253588)