DJ Mediaprint & Logistics Ltd Directors Report

Dear Members,

The Board of Directors pleased to present the Annual Report of DJ Mediaprint & Logistics Limited ("the Company" or "DJML"), together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2026.

The Directors take pleasure in reporting that the Company continued to strengthen its operational capabilities and business performance during the year under review while maintaining its commitment to sound corporate governance, regulatory compliance, and stakeholder value creation.

I. FINANCIAL PERFORMANCE

The Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other applicable provisions of the Act. The corresponding figures for the financial year ended March 31, 2026 are also fully compliant with the applicable Ind AS requirements.

A summary of the Companys financial performance for the financial year ended March 31,2026 as compared with the previous financial year is presented below:

(INR. in lakhs)

Particulars	For the Year ended March 31, 2026	For the Year ended March 31, 2025
Revenue from Operations (Net)	11,636.49	7806.69
Other Income	28.90	22.44
Total Revenue	11,665.39	7,829.13
Total Expenditure	10,343.44	7,024.22
Profit before Depreciation/ Amortization, Interest and Tax	2,291.24	1,727.02
Tax Expenses	318.20	150.00
Profit after exceptional item and Tax	1,003.75	654.91
Earnings per equity share: Basic and Diluted (Rs. 10/- each)	Basic 2.92 Diluted 3.07	Basic 2.02 Diluted 2.59

a. Overview of Performance

The Financial Year under review marked another significant milestone in the Companys growth journey, driven by strong operational execution and a customercentric business approach. During the year, the Company achieved a turnover of Rs. 11,636.49 lakhs, as against Rs. 7,806.69 lakhs in the previous financial year, reflecting sustained business momentum. EBITDA also registered healthy growth, increasing from Rs. 1,727.02 lakhs to Rs. 2,291.24 lakhs.

The Companys profitability improved considerably during the year. Profit Before Tax (PBT) grew by 64.23 %, rising from Rs. 804.92 lakhs to Rs 1,321.95 lakhs, while Profit After Tax (PAT) increased by 53.27 %, reaching Rs 1,003.75 lakhs compared with Rs. 654.91 lakhs in the previous year.

This performance was supported by the continued expansion of the Companys core business segments, including Printing, Mailing Services, Logistics, Scanning & Digitization, Record Management Solutions, and Newspaper Advertisement Services. The Board of Directors acknowledges the contribution of these verticals in strengthening the Companys market position and driving sustainable growth.

As on March 31, 2026, the Companys total debt stood at Rs 26.43 crores, compared to Rs 16.39 crores as on March 31, 2025. In line with its long-term growth strategy, the Company is evaluating opportunities to strengthen its capital base and raise long-term funds to support future expansion and business diversification.

The Companys consistent performance reflects its ability to build enduring customer relationships, expand its client base, and maintain high service standards. At the same time, disciplined cost management, process optimization, and operational efficiencies have contributed to improved margins and enhanced profitability.

The Company remains committed to ensuring employee safety, operational resilience, and uninterrupted customer service through proactive planning and effective risk management practices. Looking ahead, the management will continue to focus on technology adoption, productivity enhancement, process excellence, and talent development to create long-term value for all stakeholders and sustain its growth trajectory.

The Annual Audited Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 ("the Act") and are prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations").

The Annual Audited Financial Statements of the Company are prepared on a going- concern basis.

b. Cash Flow Statement:

The Cash Flow Statement for the financial year ended March 31,2026 forms part of the Financial Statements and is annexed to the Balance Sheet.

c. Dividend

The Board of Directors, at its meeting held on June 20, 2026, has recommended a dividend of Rs. 0.15 per Equity Share of face value Rs. 10 each, aggregating to Rs. 51,56,677.65 (subject to deduction of tax at source in accordance with the provisions of Section 194 of the Income-tax Act, 1961) for the financial year ended March 31,2026.

The proposed dividend is subject to the approval of the Members at the ensuing 17^th Annual General Meeting ("AGM") of the Company. Upon approval, the dividend shall be paid to those Members whose names appear in the Register of Members and/ or the records of the Depositories as on Monday, July 06, 2026, being the Record Date fixed for determining the entitlement of Members to receive the dividend.

d. Transfer to Reserves:

The Company proposes to transfer Rs. 104.88 Lakhs to the General Reserve Account during the financial year ended March 31,2026.

II. FINANCE

a. Working Capital Management

Your Company continues to maintain a strong focus on the efficient management of its working capital. Trade receivables, inventories, and other working capital components are closely monitored and managed through well-defined control mechanisms and periodic reviews. Continuous monitoring and prudent financial discipline have enabled the Company to optimize resource utilization, maintain adequate liquidity, and support its operational and growth requirements effectively.

b. Deposits

During the financial year under review, the Company has not accepted any deposits from the public falling within the ambit of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no disclosure is required in respect of public deposits.

c. Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes forming part of the Financial Statements and form an integral part of this Annual Report.

III. EQUITY SHARE CAPITAL

a. Authorised Share Capital

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

b. Issued Subscribed & Paid Up Capital:

During the year, the Issued, Subscribed and Paid-up Share Capital of the Company increased from Rs. 32,48,35,200 (Rupees

Thirty-Two Crores Forty-Eight Lakhs Thirty- Five Thousand Two Hundred Only) to Rs. 34,37,78,510 (Rupees Thirty-Four Crores Thirty-Seven Lakhs Seventy-Eight Thousand Five Hundred and Ten Only) pursuant to the conversion of 18,94,331 warrants into Equity Shares

IV. JOINT VENTURES/ ASSOCIATE/ SUBSIDIARIES

DJ Mediaprint & Logistics Limited acquired a 51% stake in Sai Links, a Partnership Firm, with effect from January 22, 2025, thereby making it a Subsidiary of the Company. The Financial Statements of the Subsidiary are available on the website of the Company and may also be provided to the Members upon request.

As on March 31, 2026, the Company had one Subsidiary, namely Sai Links, and did not have any Associate Company or Joint Venture within the meaning of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable Indian Accounting Standards (Ind AS), the Consolidated Financial Statements of the Company, incorporating the financial results of its Subsidiary, Sai Links, forms a part of this Annual Report. The Consolidated Financial Statements have been duly audited by the Statutory Auditors of the Company.

V. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, containing a detailed review of the Companys operations, performance, state of affairs, and future outlook, forms an integral part of this Annual Report.

VI. DIRECTORS:

Composition

The composition of the Board of Directors of the Company is in compliance with the provisions of Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board comprises an optimum combination of Executive and NonExecutive Directors, including the requisite number of Independent Directors and one Independent Woman Director, thereby ensuring a balanced and effective governance framework.

As on March 31, 2026, the Board of Directors consisted of Eight (8) Directors, comprising one Chairman & Managing Director, two NonExecutive Directors, two Whole-time Directors, and three Independent Directors, including one Woman Independent Director. The composition of the Board is in conformity with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations.

a. Appointment/Re-appointment

Managing Director & Whole Time Directors -

There were no changes in the above during the year under review.

b. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (the Act) and the Articles of Association of the Company, Mr. Devadas Alva (DIN: 06902537), NonExecutive Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

Your Directors recommend the re-appointment of Mr. Devadas Alva (DIN: 06902537) as a Non-Executive Director of the Company.

c. Directors

Mr. Navinchandra Rama Sanil (DIN: 08648083) was re-appointed as an Independent Director for a second term of 5 (five) years with effect from June 18, 2025 and Ms. Vedika Mahesh Patil (DIN: 11149988) was appointed as Independent Director of the Company for first term of 5 consecutive years w.e.f. June 18, 2025. The Board is of the opinion that Mr. Navinchandra Rama Sanil and Ms. Vedika Mahesh Patil possess the requisite integrity, expertise, experience, proficiency, and knowledge required to effectively discharge their duties and responsibilities as Independent Directors of the Company.

During the year, Ms. Nirmala Patwa, Independent Director of the Company, tendered her resignation due to prior commitments and consequently ceased to be an Independent Director of the Company with effect from June 18, 2025. The Board places on record its sincere appreciation for her valuable guidance, support, and contributions during her tenure as a Director of the Company.

d. Declaration given by the Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 16(1)

(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have further confirmed that they are not aware of any circumstance or situation that exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with objective and independent judgment and that they remain independent of the Management.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. They have also confirmed their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), in compliance with the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Based on the declarations and disclosures received, the Board is of the opinion that all the Independent Directors possess the requisite integrity, expertise, experience, proficiency, and qualifications and continue to fulfil the conditions of independence as specified under the Companies Act, 2013 and the SEBI Listing Regulations. The Board is satisfied that the Independent Directors are capable of discharging their duties and responsibilities effectively and independently.

Further, none of the Directors of the Company has been debarred or disqualified from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India (SEBI) or any other statutory or regulatory authority.

e. Key Managerial Personnel (KMPs)

In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2025-26 are as follows:

Sr. No	Name of the KMPS	Designation
1.	Dinesh Muddu Kotian	Promoter, Chairman & Managing Director
2.	Deepak Pandurang Bhojane	Whole Time Director
3.	Deepak Dattaram Salvi	Whole Time Director
4.	Dhanraj Dayanand Kunder	Chief Financial Officer
5.	Khushboo Mahesh Lalji	Company Secretary & Compliance Officer

There are no changes in the Key Managerial Personnel of the Company during the Year under review.

f. Board Effectiveness:

The Company believes that an informed and engaged Board is essential for effective corporate governance. Accordingly, the Directors are provided with adequate opportunities to familiarize themselves with the Company, its business operations, management, industry dynamics, and regulatory environment.

Upon their appointment, Directors undergo an induction and familiarization process designed to provide an understanding of the Companys business model, organizational structure, operations, strategic objectives, and governance framework. Independent Directors are formally apprised of their roles, responsibilities, rights, and duties through a Letter of Appointment and various orientation programmes. Site visits and interactions with the Senior Management team are also organized to provide practical insights into the Companys operations and business processes.

The Whole-time Directors, Chief Financial Officer, and Senior Management Personnel periodically make presentations to the Board covering operational performance, business strategies, industry developments, financial performance, risk management, regulatory updates, and other significant matters. These presentations enable Directors to gain a deeper understanding of the Companys business environment and facilitate informed decision-making.

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Familiarization Programme for Independent Directors ("Familiarization Policy") to familiarize Independent Directors with the Company, its business operations, industry landscape, and their roles, rights, and responsibilities.

The Familiarization Policy is available on the Companys website at: https://www. djcorp.in/images/Familarisation%20 programme%20of%20ID.pdf

The Familiarization Programme is aimed at enhancing the effectiveness of Independent Directors by keeping them abreast of the Companys operations, business model, governance practices, and the regulatory framework applicable to the Company.

g. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the performance of individual Directors, and that of its Committees.

A separate meeting of the Independent Directors was held during the year, wherein the performance of the Non-Independent Directors, the Board as a whole, the Chairman, Managing Director, and Wholetime Directors was evaluated. The evaluation was carried out after considering the views of the Executive Directors and Non-Executive Directors.

The Board evaluation process was conducted through a structured assessment framework covering various aspects such as composition of the Board and Committees, effectiveness of Board processes, quality of participation in discussions, strategic guidance, governance practices, and contribution of individual Directors.

The Board expressed satisfaction with the performance and effectiveness of the Board, its Committees, and individual Directors. The detailed manner in which the annual performance evaluation has been carried out is set out in the Corporate Governance Report, which forms an integral part of this Annual Report.

h. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has adopted a Nomination and Remuneration Policy for the appointment and remuneration of Directors, Key Managerial Personnel ("KMPs"), and Senior Management Personnel.

The Policy lays down the guiding principles relating to the appointment, evaluation, remuneration, and succession planning of Directors, KMPs, and Senior Management Personnel. It also sets out the criteria for determining qualifications, positive attributes, integrity, expertise, experience, and independence of Directors, in addition to ensuring that remuneration is aligned with the Companys business objectives and industry practices.

The Nomination and Remuneration Policy is available on the website of the Company at: https://www.djcorp.in/images/ Nomination%20and%20remuneration%20 Policy.pdf

The Board believes that the Policy provides an effective framework for attracting, retaining, and motivating qualified individuals who can contribute meaningfully to the growth and governance of the Company.

VII. MEETINGS OF THE BOARD

During the financial year 2025-26, 7(seven) Board meetings were convened.

The details relating to the meetings of the Board and its Committees, including attendance of Directors, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The intervening gap between any two Board Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

VIII. COMMITTEES OF BOARD:

a. Audit Committee

During the financial year 2025-26, 5(Five) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report, forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

b. Nomination and Remuneration Committee:

During the financial year 2025-26, 2(two) Nomination and Remuneration Committee meetings were convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

c. Stakeholders Relationship Committee:

During the financial year 2025-26, 1(one) Stakeholders Relationship Committee meeting was convened. The composition of the Stakeholders Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

d. Corporate Social Responsibility Committee

During the financial year 2025-26, 2(two) Corporate Social Responsibility Committee meetings were convened. The composition of the Corporate Social Responsibility Committee is given in the Corporate Governance Report, forming part of this Annual Report.

IX. PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS

All Related Party Transactions were placed before and approved by the Audit Committee and the Board of Directors, as applicable. Prior approval of the Audit Committee was obtained for all Related Party Transactions in accordance with Regulation 23(2) of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

Further, the Audit Committee had granted omnibus approval for Related Party Transactions of repetitive nature in accordance with Regulation 23(3) of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013. Details of such transactions were placed before the Audit Committee on a quarterly basis for its review.

During the year under review, the Company did not enter into any material Related Party Transaction requiring approval of the Members under the SEBI Listing Regulations. Further, there were no contracts, arrangements, or transactions with Related Parties that attracted the provisions of Section 188 of the Companies Act, 2013 and were required to be reported in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company.

The details of Related Party Transactions are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at: https://www.djcorp.in/pages/POLICY%20 QN%20RELATED%20PARTY%20TRANSACTIQNS. pdf

X. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has established and maintained a robust framework of Internal Financial Controls (IFC) commensurate with the nature, size, scale, and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company has implemented well- defined policies, procedures, and monitoring mechanisms to ensure the integrity and transparency of its financial reporting processes. Periodic reviews and audits are conducted to evaluate the adequacy and effectiveness of these controls and to identify opportunities for continuous improvement.

During the financial year under review, the Statutory Auditors evaluated the Companys Internal Financial Controls over Financial Reporting in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). Based on their examination, the Auditors have expressed an unmodified opinion confirming that the Company has, in all material respects, an adequate internal financial control system over financial reporting and that such controls were operating effectively as at March 31,2026.

The Internal Audit function operates independently and reports directly to the Audit Committee of the Board, which comprises a majority of Independent Directors. The Audit Committee regularly reviews audit findings, risk management practices, and the effectiveness of internal control systems to ensure transparency, accountability, and sound governance.

The Company has also established an appropriate delegation of authority framework and segregation of duties, thereby creating effective checks and balances across key business processes. During the year, neither the Internal Auditors nor the Statutory Auditors reported any material weakness, significant deficiency, or adverse observation relating to the Companys internal control framework.

Recognizing that a strong internal control environment is fundamental to sustainable growth, the Company remains committed to continuously strengthening and enhancing its control mechanisms in line with evolving business requirements, regulatory expectations, and industry best practices.

XI. AUDITORS AND AUDITORS REPORT:

a) Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. ADV & Associates, Chartered Accountants (Firm Registration No. 128045W), were re-appointed as the Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the 15^th Annual General Meeting (AGM) until the conclusion of the 20^th AGM of the Company to be held for the financial year 2029-30, at such remuneration as may be determined by the Board of Directors.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under Section 141 of the Companies Act, 2013 and are not disqualified from continuing as Auditors of the Company. Further, in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have confirmed that they have undergone the Peer Review process conducted by the Institute of Chartered Accountants of India (ICAI) and hold a valid Peer Review Certificate issued by the Peer Review Board of ICAI.

The Audit Reports issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 are unmodified and do not contain any qualification, reservation, adverse remark, or disclaimer. The Auditors Reports form an integral part of this Annual Report.

The Notes forming part of the Standalone and Consolidated Financial Statements are self-explanatory and, therefore, do not call for any further comments or explanations from the Board.

b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five years commencing from the financial year 202526 up to the financial year ending March 31, 2030, on such remuneration as may be determined by the Board from time to time.

The Secretarial Audit Report for the financial year ended March 31, 2026 forms part of this Annual Report and is annexed herewith as Annexure I. The Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2026 from M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries.

The Annual Secretarial Compliance Report confirms compliance by the Company with all applicable provisions of the SEBI Listing Regulations and the circulars and guidelines issued thereunder. The said Report has been duly submitted to the Stock Exchanges within the prescribed statutory timelines

c) Internal Auditor

The Company has established an adequate and effective Internal Audit framework commensurate with the nature, size, and complexity of its operations. The Internal Audit function provides independent and objective assurance to the Audit Committee and the Board of Directors regarding the adequacy, effectiveness, and efficiency of the Companys internal control systems, risk management processes, and governance framework.

The Board of Directors has appointed M/s. JKS&Co., Chartered Accountants (Firm Registration No. 159727W) as the Internal Auditors of the Company for the financial year 2025-26. The Internal Auditors function independently and report directly to the Chairman of the Audit Committee.

The Internal Audit process focuses on evaluating the adequacy and effectiveness of internal controls, adherence to established policies and procedures, compliance with applicable laws and regulations, and the reliability of operational and financial reporting systems.

The Audit Committee regularly reviews the findings and recommendations of the Internal Auditors and monitors the timely implementation of corrective actions, thereby ensuring continuous strengthening of the Companys internal control environment.

d) Cost Auditor

The provisions relating to maintenance of cost records and conduct of cost audit as prescribed under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company. Accordingly, the Company is not required to maintain such cost records or appoint a Cost Auditor for the financial year under review.

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are set out in Annexure III to this Report and form an integral part hereof.

XIII. CORPORATE GOVERNANCE

In compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), a detailed Report on Corporate Governance forms an integral part of this Annual Report.

The Company is committed to maintaining the highest standards of corporate governance and has complied with the requirements prescribed under the SEBI Listing Regulations. A certificate from M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, is annexed to this Report as Annexure IV.

The said certificate forms part of the Annual Report and confirms that the Company has complied with the applicable corporate governance requirements during the financial year ended March 31, 2026.

XIV. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company believes that sustainable business growth is intrinsically linked to the well-being of the communities and environment in which it operates. As a responsible corporate citizen, the Company remains committed to contributing towards social development, environmental sustainability, and inclusive growth through its Corporate Social Responsibility ("CSR") initiatives.

The CSR Policy of the Company reflects its commitment to creating long-term value for society and promoting sustainable development beyond its business objectives. The Company undertakes CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

CSR Committee

The CSR Committee of the Board has been constituted in compliance with the provisions of the Companies Act, 2013 and comprises the following members as on March 31,2026:

Sr. No.	Name	Designation	Category
1	Mr. Dinesh Kotian	Managing Director	Chairperson
2	Mr. Deepak Bhojane	Whole-Time Director	Member
3	Ms. Vedika Mahesh Patil (appointed w.e.f 18.06.2025	Independent Director	Member
4	Ms. Nirmala Patwa (resigned w.e.f 18.06.2025)	Independent Director	Member

The Company Secretary acts as the Secretary to the CSR Committee.

The terms of reference of the CSR Committee are set out in the Corporate Governance Report forming part of this Annual Report. A detailed report on the CSR initiatives undertaken by the Company during the financial year 2025-26, along with the prescribed disclosures relating to CSR expenditure, forms part of this Boards Report as Annexure II.

CSR Policy

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Board of Directors, based on the recommendations of the Corporate Social Responsibility (CSR) Committee, has adopted a comprehensive CSR Policy.

The CSR Policy lays down the guiding principles, objectives, governance framework, focus areas, and implementation mechanisms for undertaking CSR activities and projects. The Policy also outlines the manner in which the Company plans, executes, monitors, and reports its CSR initiatives in accordance with the applicable statutory requirements.

The CSR Policy is aimed at creating sustainable value for society by supporting initiatives in areas such as education, healthcare, environmental sustainability, community development, and other activities as may be prescribed under Schedule VII of the Companies Act, 2013.

The CSR Policy, including an overview of the CSR projects and programmes approved by the Board and their implementation framework, is available on the Companys website and can be accessed at the following link: https://www.djcorp.in/pages/Amended-CSR-Policy-DIML.pdf

CSR Spend

During the financial year under review, the Company spent Rs. 13,55,000/- (Rupees Thirteen Lakhs Fifty Five Thousand Only) towards Corporate Social Responsibility (CSR) activities in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto.

The CSR expenditure was incurred on projects and activities approved by the CSR Committee and the Board of Directors and implemented in line with the Companys CSR Policy.

There was no unspent CSR amount as on March 31, 2026, and the Company has fully complied with its CSR obligations for the financial year under review.

Details of the CSR activities undertaken and expenditure incurred during the year are provided in the Annual Report on CSR Activities annexed to this Boards Report as Annexure II.

Impact Assessment of CSR Projects:

The Companys average CSR obligation during the three immediately preceding financial years does not exceed the threshold prescribed under Rule 8(3)(a) of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the Company is not required to undertake an Impact Assessment of its CSR projects through an independent agency.

Nevertheless, as part of its commitment to effective implementation and monitoring of CSR initiatives, the Company undertakes periodic internal reviews and assessments of its CSR projects and programmes. Such evaluations may include situational analyses, need assessment studies, project visits, progress reviews, beneficiary feedback, and social audits, wherever considered appropriate.

These monitoring mechanisms enable the Company to assess the effectiveness, sustainability, and social impact of its CSR initiatives and ensure that the intended objectives of the projects are achieved in a transparent and accountable manner.

Annual Report on CSR

The Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2025-26, containing the disclosures prescribed under the Companies Act, 2013 and the salient features of the CSR Policy of the Company, is annexed as Annexure II to this Boards Report and forms an integral part of the Annual Report.

XV. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism in accordance with the provisions of the Companies Act, 2013, the rules framed thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism is implemented through the Companys Whistle Blower Policy, which provides a formal mechanism for Directors, employees, and other stakeholders to report genuine concerns regarding unethical conduct, actual or suspected fraud, violations of the Companys Code of Conduct, regulatory non-compliance, misconduct, impropriety, or any other wrongful acts.

The Policy also covers reporting of concerns relating to actual or suspected leakage of Unpublished Price Sensitive Information (UPSI), retaliation against employees or Directors, and other matters that may adversely affect the interests of the Company and its stakeholders.

The Whistle Blower Policy provides adequate safeguards against victimization of individuals who report concerns in good faith and ensures confidentiality and protection of the whistle blower. The mechanism also provides direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Audit Committee oversees the implementation and effectiveness of the Vigil Mechanism and periodically reviews complaints received, if any, and the actions taken thereon. During the financial year under review, no person was denied access to the Audit Committee.

The Whistle Blower Policy is available on the Companys website and can be accessed at: https://www.djcorp.in/pages/Whistle%20 Blower%20Policy-%20Vigil%20Mechanism.pdf

No complaint or concern was received under the Vigil Mechanism / Whistle Blower Policy during the financial year ended March 31, 2026.

XVI. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe, secure, and inclusive work environment that upholds the dignity and respect of every individual. In line with this commitment, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

> Internal Complaints Committee (ICC):

The Company has constituted an Internal Complaints Committee (ICC) to address and resolve complaints relating to sexual harassment at the workplace in a fair, impartial, and timely manner. The Committee is chaired by a senior female employee and includes an external member possessing the requisite expertise and experience as prescribed under the POSH Act.

The ICC is responsible for creating awareness, conducting inquiries, and ensuring compliance with the provisions of the POSH Act. The Board of Directors is periodically apprised of the functioning of the Committee and matters arising therefrom, if any.

> Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company follows a zero-tolerance approach towards any form of sexual harassment and is committed to fostering a workplace culture based on mutual respect and equal opportunity. The Policy is applicable to all employees and covers workplace interactions, including remote and work-from-home arrangements.

To promote awareness and sensitivity on the subject, the Company conducts periodic training and awareness programmes for employees and encourages a culture of respect, dignity, and accountability across the organization.

Pursuant to the requirements of the POSH Act, the details of complaints relating to sexual harassment during the financial year ended March 31,2026 are as follows:

Particulars	Number
Complaints pending at the beginning of the financial year	Nil
Complaints received during the financial year	Nil
Complaints disposed of during the financial year	Nil
Complaints pending at the end of the financial year	Nil

The Company confirms that no case of sexual harassment was reported during the financial year under review.

XVII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the financial year ended March 31, 2026, no significant or material orders were passed by any regulator, court, tribunal, or statutory authority that would have an impact on the going concern status of the Company and its future operations.

XVIII. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31,2026 has been placed on the website of the Company and is available at www.djcorp.in.

XIX. PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure V.

The statement containing particulars of employees as required under Rules 5(2) and 5(3) of the aforesaid Rules forms part of this Boards Report. However, in accordance with the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 read with the second proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report and Financial Statements are being sent to the Members excluding the aforesaid statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

XX. COMPLIANCE OF ACCOUNTING STANDARDS

The Financial Statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) prescribed under Sections 129 and 133 of the Companies Act, 2013 read with the relevant rules framed thereunder.

The Company has complied with all applicable Accounting Standards and disclosure requirements prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable regulatory provisions. Adequate disclosures have been made in the Financial Statements to ensure transparency, consistency, and compliance with the applicable accounting and reporting framework.

XXI. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, namely SS-1 and SS-2, issued by the Institute of Company Secretaries of India (ICSI), relating to Board Meetings and General Meetings.

XXII. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

a. in the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures;

b. appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of its profit for the year then ended;

c. proper and sufficient care has been taken 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. the annual financial statements have been prepared on a going concern basis;

e. adequate internal financial controls have been laid down and such controls were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

XXIII. REPORTING OF FRAUDS BY AUDITORS

During the financial year under review,neither the Statutory Auditors nor the Secretarial Auditors reported any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

XXIV. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report, other than those arising in the ordinary course of business.

XXV. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions relating to Business Responsibility and Sustainability Reporting (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the financial year under review.

XXVI. RISK MANAGEMENT POLICY

The provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the constitution of a Risk Management Committee are not applicable to the Company. Nevertheless, in compliance with Regulation 17(9) of the SEBI Listing Regulations, the Company has established a comprehensive Risk Management Framework to identify, evaluate, monitor, and mitigate risks that may impact its business operations and strategic objectives.

The Risk Management Framework is designed to:

• Identify and assess key business risks arising from internal and external factors;

• Develop appropriate mitigation strategies and risk response mechanisms;

• Establish a structured and effective risk management process across the organization;

• Ensure compliance with applicable laws, regulations, and industry best practices; and

• Support business continuity, sustainable growth, operational efficiency, and financial stability.

The Board periodically reviews the risk management framework and is satisfied that adequate systems are in place for identifying, monitoring, and managing material risks faced by the Company.

XXVII. CODE OF CONDUCT FOR DIRECTORS AND KMPs

In compliance with Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a Code of Conduct applicable to all Directors and Senior Management Personnel of the Company.

The Code lays down the standards of ethical conduct, integrity, transparency, and accountability expected from the Directors and Senior Management in the discharge of their duties and responsibilities.

During the financial year 2025-26, all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct. A declaration confirming such compliance, signed by the Managing Director, forms part of the Corporate Governance Report included in this Annual Report.

The Code of Conduct is available on the Companys website at: https://www.djcorp.in/ index.phpRsaction=policies

XXVIII. OTHER DISCLOSURES

The Board confirms that no disclosure or reporting is required in respect of the following matters, as the relevant provisions were either not applicable to the Company or no transaction/ event occurred during the financial year under review:

1. The Company has not issued any equity shares with differential rights as to dividend, voting, or otherwise, pursuant to Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

2. The Company has not issued any shares, including sweat equity shares, to its employees under any scheme in terms of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

3. The Company has not granted any stock options or issued equity shares under any Employee Stock Option Scheme (ESOP) as contemplated under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

4. Neither the Managing Director nor the Wholetime Directors received any remuneration or commission from the Subsidiary Company during the financial year.

5. The Company has not formulated any scheme for provision of money for the purchase of its own shares by employees

or by trustees for the benefit of employees under Section 67(3) of the Companies Act, 2013.

6. There was no revision of the Financial Statements or the Boards Report during the financial year under review.

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

8. No application was made, nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 as on March 31,2026.

9. The requirement to disclose details of the difference between the valuation carried out at the time of a one-time settlement and the valuation while availing loans from Banks or Financial Institutions is not applicable to the Company.

10. The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

XXIX. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued support, co-operation, and assistance received from customers, shareholders, bankers, financial institutions, Government and regulatory authorities, business associates, vendors, and other stakeholders during the financial year under review.

The Directors also express their gratitude to all employees of the Company for their dedication, commitment, and valuable contributions towards the growth and success of the Company. Their continued efforts and professionalism have played a significant role in strengthening the Companys performance and capabilities.

The Board further acknowledges with gratitude the trust, confidence, and continued support extended by the Companys shareholders and looks forward to their continued patronage in the years ahead.

For and on behalf of the Board
For DJ Mediaprint & Logistics Limited
	Sd/-
	Dinesh Kotian
	Chairman & Managing Director
	DIN: 01919855
Place: Mumbai
Date: June 20,2026