Dhanlaxmi Cotex Ltd Directors Report

To

Dear Members,

Dhanlaxmi Cotex Limited (CIN: L51100MH1987PLC042280)

Mumbai

Your Directors are pleased to present the 39^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2025.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

Particulars	Standalone Figures (Rs. in Lacs)
	2024-25	2023-24
Revenue from Operations	1421.40	2641.07
Revenue from other Income	644.69	230.75
Total Revenue	2066.09	2871.82
Profit before Depreciation & Interest	715.20	352.86
Depreciation	8.83	8.54
Interest	0.03	0.07
Profit after Depreciation & Interest and before exceptional items	706.35	344.24
Less: Exceptional Items	0.00	0.00
Less: Provision for Taxation	117.90	66.76
Less: Provision for Tax (deferred)	(7.84)	(0.94)
Less: MAT Credit Entitlement	16.82	(10.12)
Profit/ Loss after Tax	579.47	288.54
Other comprehensive income	(404.76)	1236.26
Total comprehensive income for the period	174.71	1524.80

The Company is mainly engaged into business of trading in securities. The revenue from Operations includes revenue of Rs.1094.82 lacs generated from sale of shares and Rs.355.42 lacs from sale of fabrics (previous year Rs.2451.99 and Rs.158.36 lacs respectively) aggregating the total revenue of Rs.2066.08 (previous year Rs.2871.82 lacs) against the total expenditure amounted to Rs.1359.75 lacs (previous year Rs.2527.58 lacs) with a net profit of Rs.579.46 lacs (previous year Rs.288.54 lacs), which is almost 2.01 times higher as compared to previous year.

The management of the Company is very optimistic regarding the performance of the Company in future and taking every steps and making every efforts to turn the Company in to more profitable organization.

DIVIDEND:

During the year, your directors have not recommended any dividend for the year in order to accumulate the reserve.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Your Company held no deposit in any form from anyone during the financials year ended 31st March, 2025, which was overdue or unclaimed by the depositors.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amount to unclaimed dividend to investor education and protection fund. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year.

TRANSFER TO RESERVES:

During the year under review no fund was transferred to General Reserve. Further an amount of Rs. 579.47 lakhs was transferred to Reserves out of the current year profits.

BOARD OF DIRECTORS AND KMPS:

The Composition of the Board during the year under review was as per the provisions of Regulation 17(1) of Listing Regulation read with the Companies Act, 2013. As on March 31, 2025, the Company has Six (6) Directors of which four are Non-Executive Directors (including two Women Directors). The Company has Three Independent Directors (including one Woman Independent Director).

Pursuant to Section 152 of the Companies Act, 2013 Mrs. Payal Ankur Bankda (DIN: 09483787), Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Board has recommended her reappointment.

The following appointments / re-appointments / change in designations / resignations, etc has been taken place on Board in the office of Directors and KMPs of the Company, upon recommendation of Nomination and Remuneration Committee during the year under review.

1. Mr. Mahesh Sohanlal Jhawar (DIN: 00002908), a Whole Time Director (WTD) of the company upon expiry of his present term on June 16, 2024, was appointed/re-designated as the Chairman and Managing Director of the Company for a period of 5 (five) years w.e.f June 16, 2024 upto June 15, 2029. A Special resolution seeking memberRs.s approval for his appointment/re-appointment has been sought through Postal Ballot and resolution was considered to be passed on July 13, 2024, being the last date of remote e-voting.

2. Mrs. Rajni Rajgarhia (DIN: 00975471), was appointed as Non-Executive and Non-Independent Director of the Company, for a period of 5 (five) years w.e.f June 10, 2024. A special resolution seeking membersRs. approval for her appointment was sought through Postal Ballot and resolution was considered to be passed on July 13, 2024, being the last date of remote e-voting. Further she had tendered the resignation and stepped down from the Board effective from the closing hours of August 3, 2024.

3. Mrs. Niyati Ketan Shah (DIN: 02171577), has been re-appointed as a Non-Executive Independent Director of the Company, for a second term of 5 (five) years commencing from August 9, 2024. The membersRs. approval was sought through Postal Ballot and special resolution was considered to be passed on July 13, 2024, being the last date of remote e-voting. However, the Board of Directors, at its meeting held on February 10, 2025, accepted her resignation, effective from the closing hours of February 10, 2025.

4. Mrs. Monita Amit Sheth (DIN: 10935284), was appointed as an Additional Director (Non-Executive Independent Woman Director) of the Company for a period of 5 (five) years w.e.f. February 10, 2025, to February 9, 2030. A Special resolution seeking membersRs. approval for her appointment was sought and passed through Postal Ballot and resolution was considered to be passed on March 22, 2025, being the last date of remote e-voting.

5. Mr. Arpit Suresh Tibrewala (DIN: 08679570) has been re-appointed as a Non-Executive Independent Director of the Company, for a second term of 5 (five) years commencing from August 6, 2025. The membersRs. approval was sought through Postal Ballot and special resolution was considered to be passed on March 22^nd, 2025, being the last date of remote e-voting.

None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the AuditorsRs. Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

MANAGEMENT:

There is no change in Management of the Company during the year under review.

DIRECTORSRs. RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information provided by management, your DirectorsRs. state that:

(a) In the preparation of the Annual Accounts for the financial year ended 31^st March, 2025 the applicable accounting standards have been followed.

(b) Directors have selected such Accounting policies 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 31^st March, 2025 and of the profit of the Company for the year ended on that date.

(c) Director have taken Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) Directors have prepared the annual accounts on a Rs.going concernRs. basis;

(e) Director have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively; and

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

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company, viz. Mr. Natwar Nagarmal Agarwal (DIN - 08170211), Mrs. Monita Amit Sheth (DIN - 10935284) and Mr. Arpit Suresh Kumar Tibrewala (DIN: 08679570) have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the listing regulations in respect of their position as an "Independent

Director" of Dhanlaxmi Cotex Limited. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The N&R Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent DirectorsRs. Databank maintained with the Indian Institute of Corporate Affairs (Rs.IICARs.) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Independent Directors have confirmed that they have complied with the CompanyRs.s Code of Business Conduct & Ethics.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

All Independent Directors are familiarized with the operations and functioning of the Company at the time of appointment and on an on-going basis. The details of the training and familiarization programme are given in the Report on Corporate Governance which forms part of this BoardRs.s Report and is available on the website of the Company.

MEETING OF INDEPENDENT DIRECTORS:

The separate meeting of Independent Directors was held on 22^nd March, 2025 to review the performance of the NonIndependent Directors and the Board as a whole, to review the performance of Chairperson of the Company and assess the quality, quantity and timeliness 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 were present at the meeting. All the Independent Directors were present at the meeting.

EVALUATION OF PERFORMANCE OF BOARD, COMMITTEES AND DIRECTORS:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.

The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures, adherence to the Code of Conduct etc. Based on each of the parameter, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. The performance Evaluation of the Independent Directors was completed. Independent Directors Meeting and Nomination and Remuneration Committee considered the performance of NonIndependent Directors and the Committees and Board as whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors of your company comprises of contribution at meetings, strategies perspective or inputs regarding the growth and performance of your company among others.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Details of program for familiarization of Independent directors of the company are accessible on yours company website at http://dcl.net.in/familarisation.

STATUTORY AUDITORS:

During the year under review the Board of Directors upon recommendation from Audit Committee have made an appointment of

M/s. DAC & Co., (FRN: 137035W) Chartered Accountants, Surat, as a Statutory Auditors of the Company on June 10, 2024 to fill the casual vacancy caused by the resignation of M/s. Gohel & Associates LLP, (FRN: W1001162), Chartered Accountants, Mumbai. Their appointment was approved by Ordinary Resolution via Postal Ballot and resolution was considered to be passed on July 13, 2024, being the last date of remote e-voting. M/s. DAC & Co. shall hold office for a period of five (5) years, till the conclusion of the 43^rd Annual General Meeting of the Company, for conducting audit commencing.

M/s. DAC & Co., have given their consent and eligibility certificate, pursuant to Section 141 of the Companies Act, 2013.

AUDITORS REPORT:

The Statutory AuditorsRs. Report issued by the Auditors for F.Y. 2024-25 carries the modified opinion of the Auditors, which have been address below with the explanation from Management of the Company in terms of Section 134 (1) of the Companies Act, 2013.

Qualified Opinion

During the course of our audit, we have examined that the CompanyRs.s principal business activity is buying and selling of quoted shares in an active market. In our opinion, the Company fulfills the criteria for qualifying to be registered as Investment N BFC as its Financial assets constitutes more than 50% of its total assets and income from such financial assets constitutes more than 50% of gross income.

Management explanation

Management believes that the qualification raised by the Statutory Auditor will not impact the companyRs.s operational capacity, earning potential, or profitability. The qualification is considered procedural and general, and management is confident it can be resolved. The companyRs.s articles of association permit it to conduct the activities in question. To address the default, the Board will seek professional counsel from experts and consultants specializing in Reserve Bank of India (RBI) regulations. Additionally, management intends to apply to the RBI for the required registration under Section 45(IA) of the RBI Act, 1934.

INTERNAL AUDITORS:

The Internal and operational audit is entrusted to M/s. PRSB & Associates (FRN: 448053), Chartered Accountant, Mumbai. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The CompanyRs.s internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

SECRETARIAL AUDITORS AND THEIR REPORT:

The Board of Directors upon recommendation from Audit Committee have made an appointment of M/s. Madhuri J. Bohra & Associates (COP NO: 20329), Practicing Company Secretaries Mumbai, to conduct the Secretarial Audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for financial year 2024-25 is Annexure-A to this BoardRs.s Report.

In terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019 issued by Securities and Exchange Board of India (SEBI), M/s Madhuri J. Bohra & Associates (COP NO: 20329), Practicing Company Secretaries have issued the Annual Secretarial Compliance Report (under Regulation 24A of the Listing Regulation) for the financial year ended 31st March, 2025, thereby confirming compliance of the applicable SEBI Regulations and circulars / guidelines issued there under by the Company.

Further, the Board of Directors of the Company based on the recommendation of the Audit Committee appointed of M/s. Madhuri J. Bohra & Associates (COP NO: 20329), as Secretarial Auditors for the Company to conduct Secretarial Audit in terms of Section 204 of the Companies Act, 2013 and under Regulation 24A of the Listing Regulations, 2015 to issue Annual Secretarial Compliance Report for the term of next 5 years commencing from F.Y. 2025-26 till F.Y. 2029-30. The appointment of the Secretarial Auditors has been proposed to the members for their approval at item no.3 of the Notice at ensuing Annual General Meeting of the Company.

The Annual Secretarial Compliance Report for the financial year ended 31st March, 2025, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by M/s. Madhuri J. Bohra & Associates, Practicing Company Secretaries, was submitted to BSE Limited.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL AUDITORS:

M/s Madhuri J. Bohra & Associates (COP NO: 20329), Practicing Company Secretaries, in their Secretarial Audit Report for financial year 2024-25 have drawn the attention of the management on some the non-compliances or observations, which have been marked as qualification in their report. In connection with the same management herewith give the explanation in seriatim for the same as follows:

The management submitted that the delay in the XBRL submission for the prior intimation of the Board Meeting on October 9, 2024, was unintentional. While the company submitted the PDF intimation in a timely manner, the subsequent XBRL filing was delayed beyond 24 hours. This delay occurred because October 2, 2024, was a National Holiday. As a result, the XBRL filing, which would have been due on that day, was submitted on the next business day, October 3, 2024. The company believes this single, isolated incident should not result in penalties or actions. Management confirms its commitment to timely reporting for all future compliance requirements and has not experienced any subsequent delays.

The Board of Directors appointed Ms. Rajni Ragarhia (DIN: 00975471) in good faith to proactively maintain the proper composition of the Board. This action was taken in anticipation of a potential resignation from Mr. Rahul Jhawar, ensuring continuity of Corporate Governance, to maximize cost efficiency, the Board proposed Ms. RagarhiaRs.s appointment within a prescheduled Postal Ballot. The company provided a detailed explanation of the situation to the exchange, which subsequently accepted the clarification and closed the matter.

The delay of filing in Form ADT-1 towards appointment of M/s. DAC & Co., (FRN: 137035W) Chartered Accountants, as a Statutory Auditors of the Company was unintentional and Company will assure utmost care for timely filings and confirms its commitment to timely reporting for all future compliance requirements and has not experienced any subsequent delays.

Management believes that the qualification raised by the Auditors will not impact the companyRs.s operational capacity, earning potential, or profitability. The qualification is considered procedural and general, and management is confident it can be resolved. The companyRs.s articles of association permit it to conduct the activities in question. To address the default, the Board will seek professional counsel from experts and consultants specializing in Reserve Bank of India (RBI) regulations. Additionally, management intends to apply to the RBI for the required registration under Section 45(IA) of the RBI Act, 1934.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and RemunerationCommittee

3. StakeholdersRs. Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review there is no Subsidiary, Joint Venture or Associate of the Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There were no such Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year 2024-25 with related parties were in its ordinary course of business and are on an armRs.s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly / half yearly basis.

However, the details of all the related party transactions are disclosed in the notes to the Financial Statements.

The Company has formulated a policy on dealing with Related Party Transactions. The policy is available on the CompanyRs.s website and can be accessed at: https://dcl.net.in/pdf/policies/policy RPT 010425.pdf.

Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 in Annexure-B to this BoardRs.s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of the investments made.

Pursuant to provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, the particulars of loans given, guarantees provided and investments made by the Company during the Financial year 2024-25 are disclosed in the notes to Financial Statements which forms part of this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are given in Annexure - Rs.CRs. to the DirectorsRs. Report.

REPORTS ON CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A Report on Corporate Governance along with a Certificate from M/s Pankaj Trivedi & Co, regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report.

MANAGEMENTRs.S DISCUSSION AND ANALYSIS REPORT:

ManagementRs.s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Section forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate system of internal controls. The details of the internal controls System are given in the MDA Report which forms part of this BoardRs.s Report.

The internal financial controls with reference to the Financial Statements for the financial year ended 31st March, 2025 commensurate with the size and nature of business of the Company.

The Board has adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the CompanyRs.s 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 disclosures.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, company undertake corrective and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. The Company always tries to strengthen the same. The provision of Regulation 21 of the SEBI (LODR), Regulations, 2015, as amended time to time is not applicable to the Company. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are as under. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Directors and KMPs during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 and the comparison of remuneration of each Key Managerial

Personnel (KMP) against the performance of the Company are as under:

Sr. No. Name of Director/KMP	Remuneration Received (In Rs. Lakhs)	% increase in Remuneration in the F.Y. 2024-25	Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Mahesh S. Jhawar (Managing Director)	78.00	30.00%	33.76
2 Mr. Rahul Mahesh Jhawar (Executive Director & CFO)	15.20	5.56%	6.58
3 Mrs. Niyati Ketan Shah * (Independent Director)	Nil	Nil	Nil
4 Mrs. Payal Bankda (Non-Executive Director)	Nil	Nil	Nil
5 Mr. Natwar Nagarmal Agarwal (Independent Director)	Nil	Nil	Nil
6 Mr. Arpit Tibrewala (Independent Director)	Nil	Nil	Nil
7 Mrs. Monita Amit Sheth @ (Independent Director)	Nil	N.A.	Nil
8 Ms. Arti Jain (Company Secretary)	1.95	8.33%	0.84

Note: * Resigned w.e.f. 10.02.2025 @ Appointed w.e.f. 10.02.2025

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.

> The median remuneration of employees of the Company during the financial year 2024-25 was Rs.2.31 lacs.

> In the financial year 2024-25, there was a decrease of 1.77 lacs (43.38%) in the median remuneration of employees.

> During the year there were total 11 employees on the roll of the Company (Some of the employee had work for some part of the year).

> Relationship between average increase in remuneration and Company performance.

> There was an increase of around 25.27% in total remuneration paid to the Directors during F.Y. 2024-25 as compared to previous year; whereas Profit after Tax is Rs.579.47 lacs as compared to a profit of 288.53 lacs in previous F.Y. 2023-24 with increase of around 100.84%.

> Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company (i.e. Remuneration of KMP for the year is Rs.79.95 lacks as compared to Rs.61.80 lacks in previous year). There was an increase of around 29.37% in total remuneration paid to the Key Managerial Personnel(s) during F.Y. 2024-25; whereas Profit after Tax has been increased by 290.93 lacks (i.e. 100.83%).

COMPANYRs.S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The CompanyRs.s policy on DirectorsRs. Appointment and Remuneration and other matters as provided in Section 178 (3) of the Act are given in the Report on Corporate Governance which forms part of this BoardRs.s Report and is also available on the website of the Company. The Nomination and Remuneration Committee recommends to the Board the policy relating to appointment and remuneration for the Directors, Key Managerial Personnel and other employees, same has been uploaded on the website of the Company at https://dcl.net.in/pdf/policies/Nomination%20and%20Remuneration.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company during the financial year under review. Further the Company has made the profit for the first more than rupees 5 crores for F.Y. 2024-25. As per Section 135 (5) of the Act, the Company shall ensure that an amount of 2% of the average Net Profits of the Company made during the three immediately preceding financial years shall be spent towards Corporate Social Responsibility activities during F.Y. 2025-26.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the financial year 2024-25 and 2025-26. During the year under review the trading in the scrip of the Company has not been suspended by the Exchange.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2025 was Rs. 4,87,13,500/- consisting of 48,71,350 Equity Shares of Rs.10/- each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As the Company is not amongst top 1000 Companies by market capitalization on Stock Exchanges, the disclosure of Report under of Regulation 34(2)(f) of the Listing Regulations is not applicable to the Company for the year under review.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

POSTAL BALLOT:

The Company had called and conducted two Postal Ballots during F.Y. 2024-25 in the month of June, 2024 and February, 2025 to secure approvals from the members and in connection with same necessary reporting and submission has been already made to the concern authorities. The details of the resolution passed through Postal Ballots are mentioned in Corporate Governance Report in this Annual Report.

ANNUAL RETURNS:

Pursuant to the provisions of Section 92 (3) and Section 134 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2025 in e-form MGT-7, is available on the CompanyRs.s website and can be accessed at https://dcl.net.in/investor_information.html under Corporate Governance tab.

CREDIT RATINGS:

During the year under review, the Company has not borrowed any money and has not raised any funds. Hence, disclosure pertaining to utilization of funds and Credit Rating is not applicable.

DETAILS OF UTILISATION OF FUND:

During the year, the Company has not raised any funds through preferential allotment, right issue or qualified institutions placement, the details required to be given under Regulation 32 of the Listing Regulations is not applicable to the Company.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulation, 2015 have been appended to this report.

CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS:

Certificate from secretarial auditor regarding none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as per item 10(i) of Part C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015, annexed to this report.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of Business of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2024-25, till the date of this report. Further there was no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year there are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

However, Securities Appellate Tribunal (SAT), Mumbai has passed Order in the matter of Appeal made (Misc. Application No. 766 of 2024 And Misc. Application No. 939 of 2024 And Appeal No. 465 of 2024) by the Company against the notice received by the Company from exchange vide BSE letter dated 03.02.2020 alleging non-compliance by the Company with the provisions of the Regulation 17(1), 18(1), 19(1), 19(2), 20(2), 21(2) of the LODR Regulations for quarter ended December 2019, advising the Company for payment of fine of Rs.3,65,800/-.

The Company has received an copy of an Order on 11^th November, 2024 passed by The SAT consequent to hearing dated October 18, 2024 in the matter, confirming the said notice of the BSE and ordered the Company for payment of the said fine of Rs.3,65,800/- against the noncompliance by the Company with the provisions of the Regulation 17(1), 18(1), 19(1), 19(2), 20(2), 21(2) of the LODR Regulations. As per the Order of the SAT, Mumbai the Company has made the payment of said fine on 13 ^th November, 2024.

SUSPENSE ESCROW DEMAT ACCOUNT/UNCLAIMED SHARES ACCOUNT

The Company has opened a Suspense Escrow Demat Account with Phillip Capital (India) Private Limited pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/6 dated January 25, 2022.

As per the circular for dematerialisation of securities, if the demat request is not received by RTA within 120 days from the date of issuance of Letter of Confirmation ("LOC”), then the RTA shall move such securities to a physical folio named as "Suspense Escrow Account” and issue a consolidated LOC to the Company on monthly basis for the said securities moved to this account. The Company shall then dematerialize these securities in "Suspense Escrow Demat Account” within 7 days of receipt of such LOC from RTA. When any shareholder claims, the Company will transfer the same to his/her demat account by following the procedure as prescribed under the regulations.

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares as on March 31, 2025:

Particulars	No. of Shareholders	No. of Equity shares
Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2024	Nil	Nil
Less: Number of Shareholders who approached the Company for transfer of shares from suspense account	Nil	Nil
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on March 31, 2025	Nil	Nil

During the year, there was no movement of shares in the suspense account. The shares if held in suspense account shall remain frozen till the rightful owners of such shares claim the shares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed of any previous years. Therefore there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on companyRs.s website http://dcl.net.in/investor info.

During the financial year 2024-25, no cases under this mechanism were reported in the Company and any of its subsidiaries.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2024-25, no cases in the nature of sexual harassment were reported at any workplace of the company.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except EmployeesRs. Stock Options Schemes referred to in this Report.

• The Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• The Application made by the Company under Regulation 31A of SEBI (LODR), Regulations, 2015, as amended is under process and consideration with the Listing and Operations team of the BSE.

• During the year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 by or against the Company.

• There was no instance of one time settlement with any Bank or Financial Institution.

• No instances of frauds reported by Auditors under Section 143 (12) of the Act.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

	By Order of the Board of Directors
Registered Office:
Dhanlaxmi Cotex Limited	Sd/-	Sd/-
CIN:L51100MH1987PLC042280	Mahesh S. Jhawar	Rahul M. Jhawar
285, Princess Street, 2nd Floor,	(Managing Director)	(Director)
Chaturbhuj Jivandas House, Mumbai - 400 002	DIN: 00002908	DIN: 07590581
H Email: dcotex1q87@email.com Website: www.dcl.net.in	Place: Mumbai	Place: Mumbai
SContact No. : 022-49764268 022-49764223 / 21 /22	Date: 13/08/2025	Date: 13/08/2025