Dhanlaxmi Cotex Ltd Directors Report

To

Dear Members,

Dhanlaxmi Cotex Limited

(CIN: L51100MH1987PLC042280)

Mumbai

Your Directors are pleased to present the 40^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2026.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

Particulars	Standalone Figures (Rs. in Lakhs)
	2025-26	2024-25
Revenue from Operations	1,327.51	1,421.40
Revenue from other Income	142.85	644.69
Total Revenue	1,470.36	2066.09
Profit before Depreciation & Interest	32.85	715.20
Depreciation	25.13	8.83
Interest	-	0.03
Profit after Depreciation & Interest and before Exceptional items	7.72	706.35
Less: Exceptional Items	-	-
Profit before Tax and after Exceptional items	7.72	706.35
Less: Provision for Taxation	1.20	117.90
Less: Provision for Tax (deferred)	1.62	(7.84)
Less: Provision for Earlier Tax	(2.35)	-
Less: MAT Credit Entitlement	(1.13)	16.82
Profit/ Loss after Tax	8.38	579.47
Other comprehensive income	(177.27)	(404.76)
Total comprehensive income for the period	(168.89)	174.71

During the financial year under review, the Company recorded revenue from operations of 1,327.51 lakhs, as against 1,421.40 lakhs in the previous financial year. Revenue from operations primarily comprised income from sale of shares, fabrics and yarn, along with income from futures and options, speculative business and conversion of shares. The total revenue of the Company stood at 1,470.36 Lakhs, as compared to 2,066.09 Lakhs in the previous year. The decrease in total revenue was mainly attributable to the reduction in other income during the year.

The revenue from operations primarily comprised 450.81 lakhs (against 1,065.98 lakhs in previous year) generated from Sale of Shares, Futures & Options, Speculative Business, Conversion of Shares, etc. and 876.70 lakhs (against 355.42 lakhs in previous year) from Sale of Fabrics and Yarn.

The Company reported a profit before tax of 7.72 lakhs during the year under review, as against 706.35 lakhs in the previous year. After accounting for applicable tax adjustments, the Company reported a profit after tax of 8.38 lakhs, as compared to

579.47 lakhs in the previous financial year.

The Company recorded Other Comprehensive Loss of 177.27 lakhs during the year under review, as against 404.76 lakhs in the previous year. Consequently, the Total Comprehensive Loss for the year stood at 168.89 lakhs, as compared to Total Comprehensive Income of 174.71 lakhs in the previous year.

The Management of the Company remains optimistic about the future prospects of the Company and continues to take appropriate measures and make concerted efforts towards improving its operational performance, optimising available resources and enhancing the overall profitability of the Company.

DIVIDEND:

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

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve during the financial year

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, 2026, 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 NATURE OF BUSINESS OF THE COMPANY:

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

BOARD OF DIRECTORS AND KMPS:

The composition of the Bard is in conformity with the provisions of the Act and Regulation 17 of the SEBI Listing Regulations read with the Companies Act, 2013. As on March 31, 2026, the Company has Six (5) 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. Rahul Mahesh Jhawar (DIN: 07590581) resigned from the position of Executive Director and Chief Financial Officer of the Company with effect from December 9, 2025, owing to professional preoccupations and family separation.

2. Ms. Payal Ankur Bankda (DIN: 09483787) was appointed as the Chief Financial Officer of the Company with effect from December 18, 2025. Subsequently, she tendered her resignation and stepped down from the position of Chief Financial Officer with effect from February 9, 2026, due to personal reasons.

3. Mrs. Rajni Mahesh Jhawar (DIN: 00975471) was designated as the Chief Financial Officer of the Company with effect from February 13, 2026.

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 Auditors 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.

DIRECTORS 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 Directors state that:

(a) In the preparation of the Annual Accounts for the financial year ended 31^st March, 2026 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, 2026 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 ‘going concern 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 Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) 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 Companys 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 is given in the Report on Corporate Governance which forms part of this Boards Report and is available on the website of the Company.

MEETING OF INDEPENDENT DIRECTORS:

The separate meeting of Independent Directors was held on March 14, 2026 to review the performance of the Non-Independent 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 Non-Independent 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 your Companys website at http://dcl.net.in/familarisation.html.

STATUTORY AUDITORS:

M/s. DAC & Co., (FRN: 137035W) Chartered Accountants, Surat, as the Statutory Auditors of the Company will continue their 1^st term until the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2029. The Auditors Report for financial year 2025-2026 on the financial statements forms part of this Annual Report.

The Statutory Auditors Report issued by the Auditors for F.Y. 2025-26 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.

The Auditors have also confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India. The Auditors attended the last Annual General meeting of the Company.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

AUDITORS REPORT:

The Statutory Auditors Report issued by the Auditors for F.Y. 2025-26 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 Companys 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 NBFC 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

The management is of the view that the qualification made by the auditor has no implications on working and earning capacity or profitability of the Company. The qualification is procedural cum general in nature, which can be managed. The Company may create provision / contingency for any penal action, if undertaken against the Company in future. The Company very small as compared to other peer group Companies. The Company had not accepted any deposits from public. The Company is investing out of its own fund. The Companys main object allows company to carry out such activities and the Company operates its business with at most care and diligence. The Board will take appropriate opinion from the professionals and consultants who specifically look into RBI matters.

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 Companys 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 Secretarial Audit was carried out by M/s. Madhuri J. Bohra & Associates (COP NO: 20329), Company Secretary in Practice for the Financial Year 2025-2026. The Report given by the Secretarial Auditors is annexed as Annexure - A to this Report.

The Members at the 39th Annual General Meeting held on September 29, 2025, appointed M/s. Madhuri J. Bohra & Associates, Company Secretary in Practice as Secretarial Auditors of the Company for a period of 5 years from F.Y. 2025-26 to F.Y. 2029-30. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI. The Board/ Audit Committee reviews the independence and objectivity of the Secretarial Auditors and the effectiveness of the Audit process.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Annual Secretarial Compliance Report under Regulation 24A of the Listing Regulations, 2015 for the FY ended 31st March, 2026, 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. The Annual Secretarial Compliance Report under Regulation 24A of the Listing Regulations, 2015 for the F.Y. ended 31st March, 2026 is available at https://dcl.net.in/pdf/SCR-24A-25-26.pdf.

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

Management explanation

The reservation, qualification, observations, remarks and comments made by the Secretarial Auditors in their Report are self-explanatory and, accordingly, do not require any further comments or explanations.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 relating to maintenance of cost records are not applicable to the Company for the financial year under review.

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. Stakeholders RelationshipCommittee

4. Social Corporate Responsibility 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 financial year under review, the Company did not have any Subsidiary Company, Joint Venture or Associate Company. Accordingly, the provisions relating to disclosure of particulars of Subsidiary Companies, Joint Ventures and Associate Companies are not applicable to the Company.

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

During the financial year under review, no company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of the Company. Accordingly, the Company is not required to provide any disclosures in this regard.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year 2025-26 with related parties were in its ordinary course of business and are on an arms 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 Companys 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 Boards Report.

The details of transactions with Related Parties, as required under the applicable Accounting Standards / Ind AS, are disclosed in the Notes to the Financial Statements forming part of this Annual 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 2025-26 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 - ‘C to the Directors 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. Madhuri J. Bohra & Associates (COP NO: 20329), Company Secretary in Practice, 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.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements 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 Boards Report.

The internal financial controls with reference to the Financial Statements for the financial year ended 31st March, 2026 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

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 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 2025-26, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26 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. 2025-26	Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Mahesh Sohanlal Jhawar (Managing Director)	84.00	7.70%	37.50
2 Mr. Rahul Mahesh Jhawar * (Executive Director & CFO)	12.80	5.56%	5.71
3 Mrs. Payal Bankda (Non-Executive Director)	Nil	Nil	Nil
4 Mr. Natwar Nagarmal Agarwal (Independent Director)	Nil	Nil	Nil
5 Mr. Arpit Tibrewala (Independent Director)	Nil	Nil	Nil
6 Mrs. Monita Amit Sheth (Independent Director)	Nil	N.A.	Nil
7 Mrs. Rajni Mahesh Jhawar @ (Managing Director)	1.20	N.A.	0.54
8 Ms. Arti Jain (Company Secretary)	2.10	8.33%	0.94

Note: * Resigned w.e.f. 09.12.2025@ Appointed w.e.f. 13.02.2026

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 2025-26 was ‘2.24 Lakhs. In the financial year 2025-26, there was a decrease of ‘0.07 lakh (3.03%) in the median remuneration of employees. During the year there were total 20 employees on the roll of the Company (only 4 employees had worked for whole year and other employees had worked for some part of the year). Relationship between average increase in remuneration and Company performance. There was an increase of around 7.70% in total remuneration paid to the Directors during F.Y. 2025-26 as compared to previous year; whereas Profit after Tax was ‘8.38 lakhs as compared to a profit of ‘579.47 lakhs in previous F.Y. 2024-25 with decline of around 98.55%. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company (i.e. Remuneration of KMP for the year was ‘86.10 lakhs as compared to ‘79.95 lacks in previous year). There was an increase of around 7.70% in total remuneration paid to the Key Managerial Personnel(s) during F.Y. 2025-26; whereas Profit after Tax has been declined by 571.09 lacks (i.e. 98.55%).

COMPANYS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The Companys policy on Directors 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 Boards 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 brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in "Annexure - D" of this report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on http://dcl.net.in/investor_info.html.

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 2026-27. During the year under review the trading in the scrip of the Company has not been suspended by the Exchange.

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.

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:

During the year under review, no Special Resolution was passed through Postal Ballot. If required, Special Resolutions shall be passed by Postal Ballot during the financial year 2026-27, in accordance with the prescribed procedure.

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, 2026 in e-form MGT-7, is available on the Companys 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 (except Car loan) 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.

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

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year under review, i.e. March 31, 2026, and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the financial year under review, no significant or material orders were passed by any Regulator, Court, Tribunal or other authority against the Company which may impact the going concern status of the Company or its future operations.

However, during the financial year under review, the Company made payment of the outstanding SOP dues of 77,714/- under Regulation 31 for the quarter ended December 2013 and 1,85,000/- under Regulation 17(1) for the quarter ended March 2020, along with applicable GST, pursuant to the comments/requirements communicated by BSE Limited through the BSE Listing Portal on October 28, 2025, in connection with the application filed by the Company with the Exchange vide Case ID 207771 under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Upon payment of the aforesaid outstanding SOP dues, BSE Limited approved the Companys application for re-classification of the outgoing Promoters as Public in accordance with Regulation 31A of the SEBI LODR Regulations, 2015. Accordingly, the Company received Approval Letter No. UST/COMP/SJ/549/2025-26 dated November 14, 2025 from BSE Limited approving the said re-classification.

The aforesaid matter has been duly complied with and does not have any material impact on the financial position, operations or going concern status of the Company.

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 dematerialization 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, 2026:

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, 2025	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, 2026	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:

In terms of Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, your Company did not have any funds lying unpaid or unclaimed un-encashed for a period of seven years. Therefore, there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

SHARE CAPITAL:

During the year under review, there was no change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.

Authorized Share Capital

The Authorized Capital of the Company as at March 31, 2026 was 5,50,00,000/- (Rupees Crores Fifty Lakhs Only) divided into 55,00,000 (Fifty Five Lakhs) Equity Shares of 10/- each.

Issued and paid up Share Capital

The Paid-up Equity Share Capital as at March 31, 2026 was 4,87,13,500/- (Rupee Four Crores Eighty Seven Lakh Thirteen Thousand Five Hundred Only) divided into 48,71,350 (Forty Eight Lakhs Seventy One Thousand and Three Fifty) Equity Shares, having face value of 10/- each fully paid up.

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, 2026, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism in the form of a Whistle Blower policy for Directors, employees and other stakeholders of the Company to report genuine concerns, grievances, frauds and mismanagements, if any. The policy provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee. The Whistle Blower policy has been posted on the website of the Company http://dcl.net.in under Investors Info tab and also at https://dcl.net.in/pdf/policies/whistle_pol2.pdf.

During the financial year 2025-26, 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 in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. The Company affirms that during the year under review, the company has complied with the provisions relating to Internal Complaints Committee and during the financial year 2025-26, a) Number of complaints / cases filed during the financial year Nil b) Number of complaints / cases disposed of during the financial year Nil and c) Number of complaints / cases pending as on end of the financial year Nil.

CONVERTIBLE INSTRUMENTS:

The Company has not issued any Global Depository Receipts (GDRs) / American Depository Receipts (ADRs) / warrants or any convertible instrument, which are likely to have impact on the Companys Equity.

DETAILS OF CREDIT RATING OBTAINED BY THE ENTITY ALONG WITH REVISIONS (IF ANY):

The Company has not obtained any Ratings from any Credit Rating Agencies during the Financial Year 2025-26.

OUTSTANDING GDRS OR ADRS OR WARRANTS OR CONVERTIBLE INSTRUMENTS:

There were no Outstanding Global Depository Receipts or American Depository Receipts or Warrants or any convertible instruments during the Financial Year 2025-26.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also fosters a culture of accountability and integrity. The Code is in accordance with the requirements of Listing Regulations and has been posted on the Companys website at https://dcl.net.in/pdf/policies/code_dir2.pdf. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such valuation has been done during the financial year 2025-26.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company conducts it business operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

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

Employees Stock Options Schemes referred to in this Report.

? The Company is not required to formulate a Dividend distribution policy under Regulation 43A of Listing Regulations. ? The Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries. ? 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	Natwar N. Agarwal
285, Princess Street, 2nd Floor,	(Managing Director)	(Director)
Chaturbhuj Jivandas House, Mumbai - 400 002	DIN: 00002908	DIN: 08170211
Email: dcotex1987@gmail.com	Website: www.dcl.net.in	Place: Mumbai
Place: Mumbai
Contact No. : 022-49764268 022-49764223 / 21 /22	Date: 22/05/2026	Date: 22/05/2026