Dhariwalcorp Ltd Directors Report

In compliance with the provisions of the Companies Act, 2013 (<Act=), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (<SEBI Listing Regulations=), the Company has prepared its standalone financial statements in Schedule III of the Companies Act, 2013. The information about the assets, liabilities, incomes, expenditures etc has been disclosed in detailed manner in the Balance Sheet, Profit and Loss Account, Schedules, and Notes of Accounts.

The Company is carrying on the business of wax and its related products, however, during the year under review, to expand its business in the area of spices, agro products and warehouses thereof the main object clause III (A) was altered by way of insertion of new sub-clause 2, 3 and 4 of the Memorandum by passing of Special Resolution in the Extra Ordinary general Meeting of the members held on April 1st 2024.

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company9s performance for the FY 2025, has decided that it would be prudent, not to recommend any Dividend for the FY 2025.

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review to conserve its financial resources and to meet its growth plan.

During the financial year 2024-25, the Company has issued 23,72,400 Equity shares through Initial Public Offer (IPO) at the Issue Price of Rs. 106 each (including premium of Rs. 96) raising capital of Rs. 25.15 Crores. Out of 23,72,400 shares issued, 1,23,600 shares were reserved for the Market Makers and the remaining shares were issued to the Public.

In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, Management Discussion and Analysis Report is presented in a separate section, forming part of the Annual Report.

The Company does not have any Subsidiary, Joint Venture or Associate Company(ies).

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (<IEPF Rules=), the Company is required to transfer following amounts and shares to Investor Education and Protection Fund (<IEPF Authority=) established under above rules:

a. Any money transferred to the Unpaid Dividend Account of a company in pursuance of this section which remains unpaid or unclaimed for a period of seven years from the date of such transfer.

b. All shares in respect of which dividend has not been paid or claimed for seven consecutive years or more.

Since the Company has no amount lying in the Unpaid Dividend Account, there is no such requirement to transfer any money or shares to IEPF Authority.

Further in terms of Rule 7(2A) of IEPF Rules, the Company is not required to appoint a Nodal Officer for the purposes of verification of claim and for co-ordination with IEPF Authority.

During the year under review, the following Significant Developments occurred:

Further, after the closure of FY 2025, the Company obtained the approval of its members, by way of Postal Ballot on June 30, 2025, for the issuance of 4,50,000 convertible warrants through a Preferential Allotment amounting to INR 6,90,70,500 and the In-principle approval from the National Stock Exchange of India Limited (NSE) was obtained on July 09, 2025.

Except for the above, there have been no material changes and commitments affecting the financial position of the Company during the financial year 2024-25.

10. Details of Board of Directors & Key Managerial Personnel

a. Board Composition

As on March 31, 2025, the Board consists of Six (6) Directors out of which not less than half of the Board comprises of Independent Directors. Out of the 6 Board members, 2 (Two) are Women Directors including Managing Director.

The Chairperson to the Board is a Manging Director. The Audit and Nomination and Remuneration Committee has an Independent Director as its chairperson.

b. Appointment, Cessation and other changes in Board

During FY 2025, the following changes were made in Board by the Board of Directors of the company.

Appointments/Re-appointments

The re-designation of Mr. Manish Dhariwal as Managing director for the period of five (5) years was approved by Board of Director in their meeting held on May 06, 2024.

The re-designation of Ms. Shakshi Dhariwal as Whole-time Director was approved by Board of Director in their meeting held on May 06, 2024, who shall be liable to retire by rotation.

The appointment of Ms. Monu Rathi, Mr. Ashish Mathur, AND Mr. Amit Sankhla as non-executive independent directors of the Company was approved by members in the Annual General Meeting held on May 08, 2024, for a period of 5 years.

c. Rotation of Directors

In terms of the provision of Section 152(6) of the Act, Mr. Dilip Dhariwal (DIN: 10425723) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment for consideration by the members of the Company at the ensuing AGM.

Further, Ms. Shakshi Dhariwal, (DIN: 08762567), who was liable to retire by rotation during the Annual General meeting held on May 06, 2024, was reelected/re-appointed in the same meeting.

d. Nomination and Remuneration Policy

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company.

e. Declaration of Independent Directors

The Company has, in terms of Section 149(7) of the Act, received a declaration from all the Independent Directors that they meet the criteria mentioned under Section 149 of the Companies Act, 2013. Further, the Independent Directors have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors9 Databank maintained with the Indian

Institute of Corporate Affairs.

f. Key Managerial Personnel (8KMP9)

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company as on March 31, 2025:

Mr. Jinesh Jain, Chief Financial Officer

Ms. Saloni Kachhwaha, Company Secretary and Compliance Officer

11. Meetings of the Board of Directors and attendance thereof

Board Meetings are governed by a structured agenda. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. The Company Secretary, in consultation with the management prepares the detailed agenda for the meetings.

The Company holds a minimum one (01) Board Meeting in each quarter and the maximum gap between two consecutive meetings did not exceed one hundred & twenty (120) days. Additional meetings are held as and when necessary. Committees of the Board usually meet on the day of the formal Board meeting, or whenever the need arises for transacting business.

12. Details of all Board Committees

The Board has constituted several Committees of Directors with adequate delegation of powers to focus effectively on the issues and ensure expedient resolution of diverse matters. The Board Committees play a vital role in ensuring sound Corporate Governance practices and monitor the activities falling within their specific terms of reference and support the Board in discharging its functions.

The composition of the Board and committees are in conformity with the Companies Act, 2013 read with SEBI Listing Regulations wherever applicable. All the recommendations made by the Committees of the Board were accepted by the Board.

The Board Committees are set up with the formal approval of the Board to carry out clearly defined roles that are performed by members of the Board. Further, the Company Secretary of the Company acts as the Secretary to all the Committees.

The Audit Committee9s role is to assist the Board in overseeing the governance function and responsibilities in relation to the Company9s financial reporting process carried out by the Management, internal control system, risk management system and internal and external audit functions.

The members of the Audit Committee are financially literate, and the Chairperson of the Audit Committee has accounting or related financial management expertise. Senior Management Personnel (including Chief Financial Officer), Statutory Auditors, Internal Auditors and other financial experts are invitees to the Audit Committee Meetings.

The Audit Committee meets at least four times in a year and not more than one hundred- and twenty-days elapse between two meetings. Additional meetings are held as and when necessary.

Four (4) Meetings of Audit Committee were held during the financial year ended March 31, 2025.

Establishment Of Vigil Mechanism / Whistle Blower Policy

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a vigil mechanism/whistle blower policy to deal with instances of fraud and mismanagement, if any. The policy allows intimation by affected persons in good faith of concern or misconduct through a written communication. The Audit Committee oversees the vigil mechanism for disposal of the complaint. The Chairman of the Audit Committee is also allowed a direct access only in exceptional cases.

The role of Nomination and remuneration committee is to recommend to the Board all remuneration payable to Whole-time Director and Senior Management Personnel including KMP, review the process for performance evaluation of Board, its Committees and Individual Directors, Board Diversity and all other matters specified under Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended).

The Company has formed the Nomination and Remuneration Committee as per the said provision. The Nomination and Remuneration Committee comprises the following members:

During the year under review, the Nomination and Remuneration Committee met once on January 14, 2025.

In compliance with Section 178(5) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended), the Committee has been formed to specifically focus on the services to shareholders/investors.

During the financial year 2024-25, the Stakeholders Relationship Committee met once on January 14, 2025.

13. Separate meeting of the independent directors

The Independent Directors of your Company, in a separate meeting held on January 14, 2025, inter alia, discussed the following:

Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole;

Reviewed the performance of the Chairman of the Company considering the views of Executive Directors and Non- executive Directors; and

Assessed the quality, quantity and timelines of flow of information between the Company, management and the Board, that is necessary for the Board to effectively and reasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

14. Formal evaluation of the performance of the board, committee and individual directors

In terms of Rule 8(4) of the Companies (Accounts) Rules, 2014, The Board of Directors, in its meeting held on January 14, 2025, carried out the Formal Annual Evaluation of its own performance, its Committees and Individual Directors.

The Company has a structured assessment process for evaluation of performance of the Board, its committees and individual performance of each Director including the Chairman of the Board.

The evaluations are carried out in a confidential manner and the Directors provide their feedback by rating based on various metrics.

The performance of the Board was evaluated by each Director on parameters such as Management Skills, Business Leadership, Financial Expertise, Industry Knowledge & Experience and Global Experience.

Directors were also evaluated individually by all other Directors (except the directors who are subject to evaluation) on the parameters such as his/her preparedness at the Board Meetings, devotion of time and efforts to understand the Company and its business, quality of contribution at the Board Meetings, application of knowledge, communication with Board Members, Senior Management and Key Managerial Personnel.

The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors and the Board as a whole, the Chairman of the Board after considering the views of other Directors, succession planning, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

During the year under review, questionnaires were also circulated to the members of the Board and respective Committees soliciting their feedback on the performance of the Board, its committees and individual Directors for the FY 2025.

The overall performance evaluation exercise was completed to the satisfaction of the Board.

The outcome of evaluation was presented to NRC and the Board and key outcomes, actionable areas were discussed and the same would be acted upon.

15. General Meetings

16. Secretarial Standards

The Board of Directors affirms that the Company has complied with applicable Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India (ICSI).

17. Directors9 Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013the Board of Directors of the Company confirms that-

18. Auditors

Statutory Auditors

M/s. M/s J. K. Daga & Associates, Chartered Accountants, (FRN: 010314C) was appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on May 08, 2025, to hold office till the conclusion of 9th AGM of the company to be held on year 2029.

The Board has duly examined the Statutory Auditors9 Report to the Financial Statements for the year ended on March 31, 2025, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Financial Statements section of this Annual report.

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report. Further, the auditors have not reported any fraud u/s 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditors

PCS Reeptika Barmera, Practicing Company Secretary (C.P. No. 16551, FCS Membership No. 11280) was appointed as Secretarial Auditor of the Company for the Purpose of

Conducting the Secretarial Audit for the FY 2025. The Secretarial Audit Report for the FY 2025 in form MR-3 is annexed herewith as Annexure I and forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. Further, the Secretarial Auditors have not reported any fraud u/s 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Further, in terms of Section 204 of the Act, the Board of Directors have, on the recommendation of the Audit Committee, approved the appointment of FCS Reeptika Barmera, as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to financial year 2029-30, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking members9 approval for appointment of Secretarial Auditors of the

Company forms part of the Notice of the 5th AGM forming part of this Annual Report.

Internal Auditors

CA. Deepika Maheshwari (Practicing Chartered Accountant) was appointed as Internal Auditor of the Company under Section 138 of the Companies Act, 2013 to carry out the Internal Audit for the period of three (3) financial years from 2024-25 to 2026-27.

The audit conducted by the Internal Auditor is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. As per the report of the Internal Auditor, the policies, processes, and internal controls in the Company are generally adhered to while conducting the business. Further, Internal auditors periodically appraise the Audit Committee on findings/observation of Internal Audit and actions taken thereon.

19. Cost Record Maintenance and Cost Audit

The maintenance of Cost Records and requirement of Cost Audit as prescribed under the provisions of Section 148 of the Act and Rules made thereunder are not applicable to the business activities carried out by the Company.

20. Internal Financial Controls

The Company has laid down a Policy on internal financial controls to be followed by the company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company9s 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.

The Statutory Auditors of the Company have reported unmodified opinion on the adequacy and operating effectiveness of the Company9s internal financial controls over financial reporting for the FY 2025.

The Audit Committee evaluates the internal financial control system periodically. The details of Internal Control System and their adequacy are provided in the Management Discussion and Analysis section forming part of this Annual report.

21. Agreements binding on the Company.

As on March 31, 2025, and as on the date of this report the Company or any of its Promoters, KMP, Management, Employees, Shareholders, Related Parties, has not entered into any Agreement, which has the purpose and effect of impact the management or control of the Company, or any other agreement covered in clause 5A of paragraph A of Part A of Schedule III SEBI Listing Regulations.

22. Loans, Guarantees and Investments

Details of loans, guarantees and investments, if any covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2025, are set out in Notes to the Standalone Financial Statements of the Company.

23. Particulars of Employees and Related Disclosures

The details disclosure required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith marked as Annexure II to this Report.

24. Disclosure of Additional Details under Schedule V of the Companies Act, 2013

25. Related Party Transactions

All Contracts, Arrangements and Transactions entered by the Company during FY 2025 with related parties (<RPTs=) were in the ordinary course of business and on arms length basis and were approved by the Audit Committee. Further, during the year under review, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the Company9s policy of

Materiality of Related party transactions and/or which may require shareholder approval in excess of the limits prescribed under Section 188 and rules prescribed therein.

The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee, in line with the Policy on Related party transaction

(<RPT Policy=).

In terms of Schedule V of the SEBI Listing Regulation the disclosure regarding transactions with a person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company have been disclosed in the Notes to Standalone Financial Statements which forms part of this Annual report.

26. Conservation of Energy, Technology Absorption &Foreign Exchange Earnings and

Outgo

27. Risk Management

The Company has laid down Internal Financial Controls that includes a risk-based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy, and completeness of the accounting records and assurance on reliable financial information. The Board has satisfied itself with the adequacy and effectiveness of the Internal Financial Control system and ensured that the Risk Management including internal financial controls is in place. The Board regularly keeps a check and ensures that elements of risk threatening the Company9s existence are very minimal.

28. Annual Return

The Draft Annual Return (MGT 7) of the Company for the Financial Year 2025 is available on the website of the Company at (https://www.dhariwalcorporation.com/annual-returns.htm) (CHROME EXTENSION).

b. Particulars of transactions from Directors / Relatives during the year by a company but not considered as deposit as per rule 2 (1)(c)(viii) of the Companies (Acceptance of Deposit) Rules, 2014.

The Company has accepted any money from the Directors/Relatives under the proviso to Rule 2(1)(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014.

The Company has also received a declaration from the director in writing to the effect that the amount is not being given out of funds borrowed by them or loans or deposits accepted by them from others.

30. Share Capital

As on March 31, 2025, the Authorised Share Capital of the Company is INR 13,00,00,000/- (1,30,00,000 Equity Shares of INR 10 each), whereas the Issued, Subscribed and Paid-Up Capital of the Company is INR 8,95,14,000/- which was increased during the year under review, on allotment approved by the Company and NSE, the designated stock exchange of 23,72,400 Equity Shares of Rs. 10/- each pursuant to the Initial Public offer made.

Further the Company has neither issued any shares with differential voting rights nor issued any sweat equity shares during the year under review.

The Company do not have any Employee Stock Option Scheme. Thus, disclosures under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not required.

31. Orders Passed by the Regulators or Courts or Tribunals etc.

There are no significant and material orders passed by the Regulators or Courts or

Tribunals which would impact the going concern status and the Company9s future operations.

32. Details on Corporate Social Responsibility (CSR)

The Corporate Social Responsibility (8CSR9) activities of the Company are governed through the Corporate Social Responsibility Policy (8CSR Policy9) approved by the Board.

The CSR Policy guides in designing CSR interventions for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner.

During the year under review, the Company has spent INR 5,88,500 on CSR activities. The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure III forming an integral part of this Board Report.

33. Corporate Governance

The Company adheres to the best Corporate Governance practices and always works in the best interests of its stakeholders. The Company has incorporated appropriate standards for corporate governance.

It is pertinent to note that the Company is currently listed on the SME Platform of NSE Emerge. In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulations 17 to 27 and Para C, D, and E of Schedule V are presently not applicable to the Company.

The Company assures that whenever these regulations become applicable to our Company at a later date, the Company will comply with the requirements of the above regulations within the timelines prescribed under these regulations.

34. Prohibition of Insider Trading

Designated Persons are prohibited from dealing in the shares of the Company when in possession of unpublished price sensitive information or when the trading window is closed.

The Board has formulated a code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on the consequences of non-compliances.

During the year under review, there was no instance of non-compliance of the said code by the insiders or designated persons of the Company.

35. The Details of Application made or any Proceeding pending under the Insolvency and

Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year.

During the year under review, neither any application has been made, nor any such proceedings were pending under the Insolvency and Bankruptcy Code, 2016, hence the company has nothing to report in this regard.

36. The Details of difference between amount of the Valuation done at the time of OneTime Settlement and the Valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

During the year under review, there have been no such instances wherein the company has undertaken the One-time settlement of any borrowings from banks or financial institutions. Your company has always been prompted to pay its dues therefore the company has nothing to report on this regard.

37. Disclosures under Sexual Harassment of Women at Workplace (Prevention,

Prohibition & Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.

38. Disclosures under Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices.

39. Acknowledgment

The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the manufacturing plants towards the success of the Company. The