Your Directors are pleased to present the Eighty Sixth (86^th)
Annual Report together with the Audited Financial Statements
of your Company for the Financial Year ended March 31,
2025.

1. FINANCIAL HIGHLIGHTS

2. DIVIDEND

The Board of Directors of your Company has
recommended the payment of final dividend of ' 0.10
(Ten Paise) per equity share (i.e. 5%) of the face value of
' 2/- each for the financial year ended March 31,2025,
subject to the approval of the Members at the ensuing
86^th Annual General Meeting (“AGM”) and deduction of
tax at source to those shareholders whose names appear
in the Register of Members as on the Record date.

The Company has not paid any Interim Dividend during
the financial year under review.

Dividend Distribution Policy

In terms of the provisions ofRegulation 43A ofthe Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
(“Listing Regulations”), the Company has formulated a
Dividend Distribution Policy and the same is available
on the Company's website and can be accessed at

https://dcwltd.com/wp-content/uploads/2023/02/

Dividend-Distribution-Policy.pdf

The dividend recommended is in accordance with the
Company's Dividend Distribution Policy.

3. TRANSFER TO RESERVES

The Board of Directors has not recommended to transfer
any amount to General Reserves.

4. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of Section 124 of the
Companies Act, 2013 (“the Act”) read with Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”),
and relevant circulars and amendments thereto,
the amount of dividend/ shares remaining unpaid or
unclaimed for a period of seven years from the due date
is required to be transferred to the Investor Education
and Protection Fund (“IEPF”), constituted by the Central
Government.

During the year under review, no amount of unpaid/
unclaimed dividend/ shares was due for transfer to the
IEPF.

5. SHARE CAPITAL

During the year under review, there was no change in
Authorised Share Capital or Paid-up Equity Share Capital
of the Company.

As of March 31, 2025, the Company's Authorised
Share Capital stood at ' 70,00,00,000/- (Rupees Seventy
Crores) comprising of 35,00,00,000 (Thirty Five Crores)
Equity Shares having face value of ' 2/- each and
Paid-up Equity Share Capital of the Company stood at
' 59,03,10,034/- (Rupees Fifty Nine Crores Three Lakhs
Ten Thousand and Thirty Four only) comprising of
29,51,55,017 (Twenty Nine Crores Fifty One Lakhs Fifty
Five Thousand and Seventeen) Equity Shares having
face value of ' 2/- each.

Further, during the year under review, there was no
re-classification or sub-division of Equity Shares of the
Company.

Re-classification of Promoter/Promoter Group
Shareholders as Public Shareholders:

The Company has received the approval from BSE
Limited (“BSE”) and National Stock Exchange of India
Ltd. (“NSE”) for Re-classification of below mentioned
shareholders from Promoter Group category to Public
category w.e.f. April 25, 2025:

i. Mr. Nitish Jain

ii. Mrs. Bharati Jain

iii. Mr. Samarth Jain

6. SCHEME OF AMALGAMATION

The Board of Directors of the Company, at its meeting
held on February 13, 2025, had considered and
approved a Scheme of Amalgamation (“Scheme”) under
Section 230-232 read with Section 66 of the Act, for
merger of the Dhrangadhara Trading Company Private
Limited (“Transferor Company 1” or “DTCPL’) and
Sahu Brothers Private Limited (“Transferor Company
2” or “SBPL’) with and into DCW Limited (“Transferee
Company” or “DCW”).

The Scheme is subject to receipt of the approval of
the requisite majority of the public shareholders and
creditors (if applicable) of the Companies, the Stock
Exchanges, the Securities and Exchange Board of India,
National Company Law Tribunal, Ahmedabad and other
regulatory authorities, as may be applicable.

The Company has applied to Stock Exchanges i.e. BSE &
NSE for getting in principle approval from them conveying
their no objection to the Scheme. Final approval from
Stock Exchanges on the Scheme is awaited as on the
date of this report.

7. OPERATIONS

The sales for the year are ' 2,00,034.33 lakhs compared
to ' 1,87,158.98 lakhs in the previous year. The profit for
the year (before depreciation and exceptional item) was
' 14,929.01 lakhs against a profit of ' 12,028.62 lakhs
in the previous year. The profit before tax amounted to
' 4,936.30 lakhs as against profit of ' 2534.17 lakhs in

the previous year. The profit after taxes for the year is
' 3,028.41 lakhs against a profit of ' 1,565.96 lakhs in
previous year.

Exports

The Company's exports were ' 43,623.95 lakhs as
compared to ' 42,028.08 lakhs in the previous year.
This increase in Export Turnover is primarily on account
of increase in sales of Synthetic Iron Oxide Pigment
product during the year.

Segment Wise Performance

a) Basic Chemicals:

The turnover of the segment was ' 1,46,311.24
lakhs as compared to ' 1,48,841.57 lakhs in the
previous year. The turnover of this segment is
reduced compared to previous year primarily due to
lower realization in basic chemicals.

b) Speciality Chemicals:

The turnover of the segment was ' 52,567.31 lakhs
as compared to ' 36,814.50 lakhs in the previous
year. The turnover of this segment is increased
compared to previous year primarily due to increase
in sales volume of both Synthetic Iron Oxide Pigment
(SIOP) & Chlorinated Polyvinyl Chloride (CPVC)
backed by capex led increased capacity.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for
the financial year under review, as stipulated under
Regulation 34 of Listing Regulations is presented in a
separate section forming part of the Annual Report.

9. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL (KMP)

Board

The Company's Board of Directors is made up of highly
respected individuals with proven abilities and strong
ethical principles. They bring a wealth of experience,
financial expertise, and leadership skills to the table.
Furthermore, they are deeply committed to the
Company's success and invest significant time in Board
Meetings and preparation.

To comply with Listing Regulations, the Board has
carefully identified the essential skills, expertise, and
competencies needed by its Directors to effectively
manage the Company's operations. These details are
outlined in the Corporate Governance Report.

As on the date of this report, the Board of Directors
comprises of 6 (Six) Directors, out of which 3 (Three)
are Independent Directors. The composition of the Board
complies with the requirements prescribed in the Listing
Regulations.

Particulars of Changes to the Board

Appointment/Re-appointment

During the financial year under review, the Company has
appointed Ms. Poornima Prabhu (DIN: 03114937) as
an Independent Director of the Company for a term of 5
(five) consecutive years w.e.f. September 27, 2024 and
Mr. Ashish Jain (DIN: 00866676) as a Managing Director
of the Company for a term of 3 (three) consecutive years
w.e.f. November 1,2024.

Based on the approval of the Nomination and
Remuneration Committee (“NRC”) and the Board of
Directors at their meetings held on April 24, 2025, and
subsequent approval of the members by way of Special
Resolution through Postal Ballot on May 29, 2025,
approved the continuation of the appointment of Mr.
Bakul Premchand Jain (DIN: 00380256) as Chairman &
Managing Director of the Company on attaining the age
of 70 (Seventy) years on April 14, 2025 for the remaining
period of his existing term of 3 (three) consecutive years
until July 26, 2026, on the same terms and conditions
of appointment and remuneration as already been
approved by the Members at the AGM of the Company
held on September 27, 2022.

At the 83^rd Annual General Meeting held on September
27, 2022, the Members of the Company had appointed
Mr. Bakul Premchand Jain (DIN: 00380256) and Mr.
Vivek Shashichand Jain (DIN:00502027) as Managing
Directors of the Company, to hold office for a period of 3
(three) years with effect from July 27, 2023 and March 1,
2023 respectively.

In terms of provision of Section 196(2) of the Act, a
Managing Director can be re-appointed within one year
before the expiry of his present term.

The NRC of the Company, on the basis of the
performance evaluation, has approved the

re-appointment of Mr. Bakul Premchand Jain

(DIN:00380256) and Mr. Vivek Shashichand Jain

(DIN:00502027) as Managing Directors of the Company,
for a further period of three (3) years with effect from July
27, 2026 and March 1, 2026 respectively, on the terms &
conditions including the remuneration payable to them by
passing Resolutions at its Meeting held on August 08, 2025.

The Board, based on the performance evaluation and as
per the recommendation of the NRC, considered that,
given their background and experience and contributions
made by them during their tenure, the continued
association of Mr. Bakul Premchand Jain and Mr. Vivek
Shashichand Jain would be beneficial to the Company
and it is desirable to continue to avail their services as
Managing Directors. Accordingly, it is proposed to re¬
appoint Mr. Bakul Premchand Jain (DIN:00380256)
and Mr. Vivek Shashichand Jain (DIN:00502027) as
Managing Directors of the Company, for a further period
of three (3) years with effect from July 27, 2026 and
March 1,2026 respectively.

Details of Mr. Bakul Premchand Jain (DIN:00380256)
and Mr. Vivek Shashichand Jain (DIN:00502027)
are provided in the “Annexure - I” to the Notice, in
accordance with the provisions of (i) Listing Regulations
and (ii) Secretarial Standard on General Meetings (“SS-
2”), issued by the Institute of Company Secretaries of
India.

Cessation

During the financial year under review, Mrs. Sujata
Rangnekar (DIN: 06425371) ceased to be an Independent
Director of the Company on completion of her tenure with
effect from September 26, 2024. The Board of Directors
and Management of the Company expressed their deep
appreciation for the invaluable contributions, guidance
and services rendered by her during her tenure.

Mr. Pramod Kumar Jain (DIN: 00380458), Chairman and
Managing Director of the Company resigned with effect
from the close of business hours of October 31,2024, to
enable the next generation of the Promoter family to lead
the Company's future. Subsequent to his resignation,
the Board of Directors of the Company at their meeting
held on November 13, 2024, appointed Mr. Pramod

Kumar Jain (DIN: 00380458) as the Chairman Emeritus
of the Board of Directors of the Company and Mr. Bakul
Jain (DIN: 00380256) as the Chairman of the Board of
Directors of the Company, with effect from November 1,
2024.

Directors liable to retirement by rotation

In accordance with the provisions of Section 152(6) of
the Act, Mr. Bakul Premchand Jain (DIN: 00380256),
Managing Director of the Company retires by rotation
at the ensuing AGM of the Company and being eligible,
offers himself for re-appointment. The Board on the
recommendation of the NRC has recommended his re¬
appointment.

Details of Mr. Bakul Premchand Jain (DIN: 00380256)
is provided in the “Annexure - I” to the Notice, in
accordance with the provisions of (i) Listing Regulations
and (ii) Secretarial Standard on General Meetings
(“SS2”), issued by the Institute of Company Secretaries
of India.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Act and Regulation
25(8) of the Listing Regulations, the Independent
Directors have provided a declaration to the Board of
Directors that they meet the criteria of Independence and
are independent of the Management as prescribed in the
Act and the Listing Regulations, and are not aware of any
situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge duties
as an Independent Director with an objective independent
judgement and without any external influence. Further,
veracity of the above declarations has been assessed by
the Board, in accordance with Regulation 25(9) of the
Listing Regulations.

Further, in terms of Section 150 of the Act and
declaration in compliance with Rule 6(3) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended by Ministry of Corporate Affairs
(“MCA”) Notification dated October 22, 2019, regarding
the requirement relating to enrolment in the Data Bank
created by MCA for Independent Directors, has been
received from all the Independent Directors.

Ms. Poornima Prabhu (DIN:03114937), Mr.
Krishnamoorthy Krishnan (DIN:08129657) and Mr.
Mahesh Vennelkanti (DIN:03633359) are Non-Executive
Independent Directors as on March 31,2025.

The Company has formulated a policy on ‘familiarisation
programme for Independent Directors' which is
available on the Company's website at the link:
https://dcwltd.com/wp-content/uploads/2025/06/
Familiarisation-Programme-for-Independent-Directors.pdf

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Act, Mr.
Bakul Jain (DIN:00380256), Chairman & Managing
Director; Mr. Vivek Jain (DIN:00502027), Mr. Ashish
Jain (DIN:00866676), Managing Directors, Mr. Amitabh
Gupta, Chief Executive Officer, Mr. Pradipto Mukherjee,
Chief Financial Officer and Mr. Dilip Darji, Company
Secretary & Compliance Officer are the Key Managerial
Personnel of the Company as on March 31,2025.

During the financial year under review, Mr. Pramod Kumar
Jain (DIN: 00380458), Chairman and Managing Director
of the Company resigned with effect from the close of
business hours of October 31, 2024 and appointed Mr.
Ashish Jain (DIN: 00866676) as Managing Director of the
Company for a period of 3 (three) years w.e.f. November
1,2024.

10. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing
Regulations, the Board and NRC has carried out an
Annual Performance Evaluation of the Board, the
Directors individually as well as the evaluation of the
working of its various Committees. The Board of Directors
and NRC expressed their satisfaction with the evaluation
process.

In a separate meeting held on March 27, 2025,
the performance evaluation of the Chairman, Non¬
Independent Directors and the Board as a whole
was carried out by the Independent Directors. The
Independent Directors expressed their satisfaction with
the evaluation process.

Feedback was sought by way of a structured
questionnaires which covers various aspects such as
Board's functioning, effectiveness and contribution

to Board processes, adequacy, appropriateness and
timeliness of information, performance of the Board,
attendance, acquaintance with business, communication
inter-se between board members, effective participation,
domain knowledge, compliance with code of conduct,
vision, and strategy, etc.

The performance evaluation of all the Directors,
Committees and the Board was carried out by the
Nomination & Remuneration Committee, Independent
Directors and Board at their respective meetings and
they have expressed their satisfaction with the evaluation
process.

11. SUCCESSION PLAN

The Board of Directors has satisfied itself that plans are
in place for orderly succession for appointment to the
Board of Directors and Senior Management.

12. PARTICULARS OF EMPLOYEES

12.1 The statement containing particulars of employee
remuneration as required under provisions of
Section 197(12) of the Act and Rule 5(2) and 5(3) of
the the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (“Rules”),
forms part of this Report. In terms of Section 136(1)
of the Act, the Annual Report is being sent to the
Shareholders, excluding the aforesaid statement.
The statement is open for inspection upon request
by the Shareholders, and any Shareholder desirous
of obtaining the same may write to the Company at
investor.relations@dcwltd.com.

12.2 Information required under Section 197 of the Act
read with Rule 5(1) of the Rules are given below:

a. The ratio of the remuneration of each director
to the median remuneration of the employees
of the Company for the financial year 2024-25:

b. The percentage increase in remuneration of
each director, Chief Executive Officer, Chief
Financial Officer, Company Secretary in the
Financial Year:

The details of the remuneration paid to each
Director for the Financial Year 2024-25 is
given in the Corporate Governance Report.

During the year under review, the remuneration
paid to Mr. Pramod Kumar Jain, Managing
Director is increased by 196.29%. This
increase is attributable to the payment of
retiral benefits and other dues payable upon
his resignation as the Chairman & Managing
Director of the Company w.e.f. October 31,
2024. Further, there was no change in the
remuneration paid to Mr. Bakul Jain and Mr.
Vivek Jain, (Managing Directors) as compared
to previous Financial Year. Mr. Ashish Jain
was appointed as the Managing Director of
the Company w.e.f. November 1, 2024 and
hence, no comparison with the previous year
is applicable in his case.

Further, the remuneration paid to Mrs. Sujata
Rangnekar, Independent Director of the
Company, decreased by 53.33%, as she
ceased to hold office upon completion of
her tenure w.e.f. September 26, 2024. The
remuneration paid to Mr. Krishnamoorthy
Krishnan and Mr. Mahesh Vennelkanti
(Independent Directors) increased by 85.00%
and 82.35% respectively. This increase is
on account of the payment of Commission
pertaining to the previous financial year, which
was disbursed during the current financial
year. Ms. Poornima Prabhu was appointed
as an Independent Director of the Company
w.e.f. September 27, 2024 and hence, no

f. Key parameters for any variable component of
remuneration availed by the directors:

There is no variable component in the
remuneration paid to the directors other than
those mentioned in the Corporate Governance
Report.

g. Affirmation that the remuneration is as per the
remuneration policy of the Company:

The Company affirm that the remuneration is as
per the remuneration policy of the Company.

13. NOMINATION & REMUNERATION POLICY

The Board has framed a Nomination & Remuneration
Policy for selection and appointment of Directors, Senior
Management and their Remuneration in accordance with
the provisions of the Act and Listing Regulations. The
said policy, inter alia, includes criteria for determining
qualifications, positive attributes and independence of
Directors. The Policy is available on the Company’s website
at the link: https://dcwltd.com/wp-content/uploads/2025/05/
Nomination-and-Remuneration-Policy.pdf

14. RISK MANAGEMENT POLICY

Pursuant to Regulation 21 of the Listing Regulations, the
Board of Directors has constituted the Risk Management
Committee for overseeing risk management systems as
well as risk governance. The Committee frames the Risk
Management Policy, which is approved by the Board,
and updates the Board regularly on risk management and
governance. The Board oversees the risk management
and governance process. Our internal control framework
comprehensively covers financial, operational,
compliance and information technology areas and is
completely aligned with our risk management policy.
Embedded within the business, robust risk management
processes enable us to identify significant risks and
mitigate them in an effective manner.

Your Company laid down Risk Management Policy and it
is made available on the website of the Company at the
link: https://dcwltd.com/wp-content/uploads/2023/02/Risk-
Management-Policy-1.pdf.

In the Board's view, there are no material risks which may
threaten the existence of the Company.

15. SUBSIDIARIES / ASSOCIATE / JOINT VENTURE
COMPANIES

During the year under review, your Company has only
one Associate Company i.e. Kaze Renewables Private
Limited and does not have any Subsidiary /Joint Venture
Company.

Statement containing salient features of the financial
statement of Associate Company in the prescribed
Form AOC-1 forms part of the Annual Report as
Annexure ‘A’.

16. AUDITORS

a. Statutory Auditors

The Shareholders of the Company at its 83^rd AGM
held on September 27, 2022, had appointed M/s. V.
Sankar Aiyar & Co., Chartered Accountants (ICAI Firm
Registration No. 109208W), as Statutory Auditors of the
Company for a period of 5 (five) years to hold office until
the conclusion of the 88^th Annual General Meeting to be
held in the calendar year 2027 to conduct the audit of the
Accounts of the Company, at such remuneration as may
be mutually agreed upon between the Board of Directors
of the Company and the Auditors.

M/s. V. Sankar Aiyar & Co., has furnished a certificate of
their eligibility and consent under section 139 and 141
of the Act read with the Companies (Audit and Auditors)
Rules 2014 for holding the office as the Statutory Auditors
of the Company. In terms of the Listing Regulations, the
Auditors have confirmed that they hold a valid certificate
issued by the Peer Review Board of the ICAI.

The Statutory Auditor's Report on the Financial
Statements for the Financial Year ended on March 31,
2025 does not contain any qualification, reservation,
adverse remark or disclaimer. The report given by the
Statutory Auditors on the Financial Statements of the
Company forms part of this Annual Report.

b. Internal Auditors

Pursuant to the provisions of Section 138 of the Act
and the Companies (Accounts) Rules, 2014, the Board
of Directors at their meeting held on May 16, 2024
had appointed M/s. PKF Sridhar and Santhanam LLP,
Chartered Accountants, as Internal Auditors of the
Company for the Financial Year 2024-25. The Internal

Auditors have been periodically reporting to the Audit
Committee with regards to their audit process and key
audit findings during the year.

c. Cost Records and Cost Audit

Pursuant to the provisions of Section 148 of the Act,
read with the Companies (Cost Records and Audit)
Rules, 2014, your Company is required to maintain cost
records and accordingly, such accounts and records are
maintained.

The Board had appointed M/s. N. D. Birla & Co.,
Ahmedabad and M/s. R. Nanabhoy & Co., Mumbai, Cost
Accountants, as Cost Auditors for conducting the audit
of cost records of the Company for the Financial Year
2024-25.

Further, pursuant to Section 148 of the Act read with
Companies (Cost Records and Audit) Rules, 2014,
the Board of Directors, on the recommendation of the
Audit Committee have appointed M/s. N. D. Birla & Co.,
Ahmedabad and M/s. R. Nanabhoy & Co., Mumbai,
Practising Cost Accountants for conducting cost audit
of the cost records maintained by the Company for the
Financial Year 2025-26.

M/s. N. D. Birla & Co., Ahmedabad and M/s. R. Nanabhoy
& Co., Mumbai, Practicing Cost Accountants have
confirmed that their appointment are within the limits of
Section 141(3)(g) of the Act and have also certified that
they are free from any disqualification specified under
Section 141 and proviso to Section 148(3) of the Act.

As per the provisions of the Act , the remuneration payable
to the Cost Auditors is required to be placed before the
Shareholders in a General Meeting for their ratification.
Accordingly, a resolution seeking Shareholders'
ratification for remuneration payable to M/s. N. D. Birla &
Co., Ahmedabad and M/s. R. Nanabhoy & Co., Mumbai,
Practicing Cost Accountants is included in the Notice
convening the Annual General Meeting.

d. Secretarial Auditors

In terms of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors has
appointed, MMJB & Associates LLP, Practicing Company
Secretaries as Secretarial Auditors of the Company to
carry out the Secretarial Audit of the Company for the FY
2024-25.

The Secretarial Audit Report given by the Secretarial
Auditors in Form No. MR-3 as per the provisions of
Section 204 of the Act read with Rules framed thereunder
for the financial year ended March 31, 2025 has been
annexed to this Board Report and marked as Annexure
‘B’ and forms part of the Annual Report.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Further, in terms of Section 204 of the Act and Regulation
24A of the Listing Regulations, the Board of Directors
has, on the recommendation of the Audit Committee,
approved the appointment of M/s. Mehta & Mehta,
Practicing Company Secretaries (Firm Registration No.
P1996MH007500), as the Secretarial Auditors of the
Company, to hold office for a term of 5 (five) 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 Members' approval for appointment
of Secretarial Auditors of the Company forms part of the
Notice of the 86^th AGM forming part of the Annual Report.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the
Listing Regulations and the SEBI circular CIR/CFD/
CMD1/27/2019 dated February 8, 2019, the Company
has undertaken an audit for the Financial Year 2024¬
25 for all the applicable compliances as per the Listing
Regulations and Circulars/ Guidelines issued thereunder.
The Annual Secretarial Compliance Report duly issued
by MMJB & Associates LLP has been submitted to the
Stock Exchanges within the prescribed timelines and is
annexed as Annexure ‘C’ forming part of the Annual
Report.

Annual Secretarial Compliance Report does not contain
any qualification, reservation, adverse remark or
disclaimer.

17. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and
SS-2, relating to ‘Meetings of the Board of Directors'
and ‘General Meetings', respectively, have been duly
complied by the Company.

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

Information on conservation of energy, technology
absorption, foreign exchange earnings and out go,
required to be given pursuant to provision of Section 134
of the Act, read with the Companies (Accounts) Rules,
2014 is annexed to this report as Annexure ‘D’ and
forms part of it.

19. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (“CSR”) activities
of the Company are governed through the Corporate
Social Responsibility Policy (“CSR Policy”) 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. The CSR Committee of the Board
oversees the implementation of CSR Projects in line with
the Company's CSR Policy.

The Company's CSR Programme framework focusses
on building economic capital, ensuring environmental
integrity, enablers for social, economic and environmental
development and building social capital.

A detailed CSR Policy has also been framed and is
available on the company's website at the weblink:
https://dcwltd.com/wp-content/uploads/2023/02/CSR-
Policy.pdf Other details for the CSR activities as required
under Section 135 of the Act are given in the CSR Report
and is annexed hereto marked as Annexure ‘E’.

20. DEPOSITS / LOANS & ADVANCES, GUARANTEES
OR INVESTMENTS

During the year under review, the Company has not
accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Act read
with the Companies (Acceptance of Deposits) Rules,
2014. The particulars of loans/ advances, guarantees
and investments, if any, under Section 186 of the Act
are furnished in the notes forming part of the Financial
Statements and provided in this Annual Report.

21. CREDIT RATINGS

During the year under review, India Ratings & Research
Private Limited (“Credit Rating Agency”) has reiterated/
maintained the same ratings for the financial facilities i.e
‘IND A/Stable'. This reaffirms the reputation and trust, the
Company has earned for its sound financial management
and its ability to meet its financial obligations.

Details of Credit Rating and change/revision, if any, in
the Credit Ratings for the financial facilities availed by the
Company from time to time are provided in the Corporate
Governance Report forming part of the Annual Report.

22. ESTABLISHMENT OF VIGIL MECHANISM

As per the provisions of Section 177(9) of the Act, the
Company is required to establish an effective Vigil
Mechanism for directors and employees to report genuine
concerns. The Company has a Whistle Blower Policy to
encourage and facilitate employees to report concerns
about unethical behaviour, actual/ suspected frauds and
violation of Company's Code of Conduct. The policy also
provides for adequate safeguards against victimization
of persons who avail the same and provides for direct
access to the Chairperson of the Audit Committee.

The Whistle Blower Policy also enables the employees
to report concerns relating to leak or suspected leak
of Unpublished Price Sensitive Information. The Audit
Committee of the Company oversees the implementation
of the Whistle Blower Policy. The Whistle Blower Policy
can be accessed at the Company's website at the weblink:
https://dcwltd.com/wp-content/uploads/2023/02/
Whistle-Blower-Policy.pdf

23. BOARD MEETINGS

During the Financial Year 2024-25, 6 (Six) Board
Meetings were held. For details thereof kindly refer to
the section “Board of Directors” - “Board Meetings”,
in the Corporate Governance Report. The intervening
gap between two consecutive meetings was within the
period prescribed under the Act, Secretarial Standards
on Board Meetings and Listing Regulations as amended
from time to time.

24. COMMITTEES OF THE BOARD

The Board has constituted the following Statutory Board
Committees viz.,

i) Audit Committee;

ii) Stakeholders Relationship Committee;

iii) Nomination and Remuneration Committee;

iv) Corporate Social Responsibility Committee;

v) Risk Management Committee

The terms of reference of these committees are as
required under the provisions of the respective Acts
/ Listing Regulations and as determined by the Board.
Meeting of each of these Committees are convened
by the respective Chairperson of the Committees and
minutes of the meetings of these Committees are placed
at the Board Meetings.

The details pertaining to constitution, composition, key
terms of reference, number of meetings held during
FY 2024-25, etc. are mentioned in the Corporate
Governance Report, which forms part of the Annual
Report.

25. INTERNAL COMPLAINTS COMMITTEE

The Company has zero tolerance on sexual harassment
at workplace. The Company has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace and has also established an
Internal Complaints Committee, as stipulated by The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules made
thereunder.

The Company has complied with provisions relating to
the constitution of Internal Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The Company had no complaints of sexual harassment
at the beginning of the year and has not received any

complaints during the Financial Year. Accordingly, there
are no complaints pending at the end of the Financial
Year 2024-2025.

26. COMPLIANCE WITH THE MATERNITY BENEFIT ACT

The Company has complied with the provisions of the
Maternity Benefit Act, 1961.

27. ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Act
read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the Annual Return
of the Company is available on its website at
https://dcwltd.com/investors/

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has in place adequate internal financial
control with reference to the Financial Statements
commensurate with the size, scale and complexity of its
operations. A strong internal control culture is pervasive
in the Company. The Company has implemented a
robust and comprehensive internal control system
for all the major processes to ensure reliability of
financial reporting, timely feedback on achievement
of operational and strategic goals, compliance with
policies, procedures, laws and regulations, safeguarding
of assets and economical and efficient use of resources.
The Internal Auditors continuously monitor efficiency of
internal controls with objective of providing to the audit
committee and the board of directors an independent,
objective and reasonable assurance on the adequacy
and effectiveness of the organisation's risk management,
controls and governance processes.

Your Company operates in SAP, ERP environment and
has its accounting records stored in an electronic form
and backed up periodically. The ERP system is configured
to ensure that all transactions are integrated seamlessly
with the underlying books of account. Your Company
has automated processes to ensure accurate and timely
updation of various master data in the underlying ERP
system.

29. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on materiality of
related party transactions and manner of dealing with
related party transactions which is available on the
Company's website at the link: https://dcwltd.com/wp-
content/uploads/2025/05/Related-Party-Transaction-
Policv.pdf

All contracts / arrangements / transactions entered
by the Company during the financial year with related
parties were in its ordinary course of business and on an
arm's length basis.

No material related party transactions were entered
during the financial year by the Company. Accordingly,
the disclosure of related party transactions, as required
under Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 in Form AOC-2
is not applicable to the Company for Financial Year 2024¬
25 and hence does not form part of this report.

All transactions with related parties were reviewed and
approved by the Audit Committee. Omnibus approval
is obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of
business and on an arm's length basis. A statement
giving details of all related party transactions entered
pursuant to omnibus approval so granted is placed
before the Audit Committee on a quarterly basis for its
review.

Details of transactions, contracts and arrangements
entered into with related parties by the Company, during
Financial Year 2024-25, is given under Notes to Accounts
annexed to Financial Statements, which forms part of this
Annual Report.

30. CORPORATE GOVERNANCE REPORT

The Company is committed to uphold the highest
standards of Corporate Governance and adheres to
the requirements set out by the Act and the Listing
Regulations.

The report on Corporate Governance as stipulated under
Regulation 34 of Listing Regulations forms part of the

Annual Report as Annexure ‘F’. The requisite certificate
from MMJB & Associates LLP, Practicing Company
Secretaries confirming compliance with the conditions of
Corporate Governance as stipulated under Schedule-V
of the Listing Regulations is attached to the report on
Corporate Governance.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report
for the financial year under review as stipulated under
Regulation 34(2)(f) of the Listing Regulations, is
presented in a separate section of this Annual Report.

32. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the
audited financial statements of the Company for the
Financial Year ended March 31, 2025, your Directors
hereby confirm that:

a. In the preparation of the annual accounts for
the Financial Year ended March 31, 2025, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

b. In consultation with Statutory Auditors, accounting
policies have been selected and applied
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 as
at March 31,2025 and of the profit of the Company
for the year ended on that date;

c. Proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and irregularities;

d. Annual accounts have been prepared on a going
concern basis;

e. Adequate Internal Financial Controls have been
laid down to be followed by the Company and
such Internal Financial Controls were operating
effectively during the Financial Year ended March
31,2025; and

f. Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively throughout the Financial Year
ended March 31,2025.

33. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS

There are no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in
future.

34. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Except as disclosed elsewhere in the Report, there have
been no material changes and commitments affecting the
financial position of the Company which have occurred
between the end of the financial year of the Company to
which the financial statements relate and the date of this
report.

35. DETAILS IN RESPECT OF FRAUD REPORTED BY
AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors,
Cost Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company by
its Officers or Employees to the Audit Committee under
section 143(12) of the Act.

36. INDUSTRIAL RELATIONS

The relations between the employees and the
management were cordial and an atmosphere of
understanding prevailed throughout the year.

37. 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.

• There has been no change in the nature of business
of the Company.

• There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

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

• There was no revision in the previous financial
statements of the Company.

38. CAUTIONARY NOTE

Statement in this report describing the Company's
objectives, projections, estimates, expectation and
prediction may be “forward looking statements”. Actual
results could differ materially from those expressed or
implied due to variations in prices of raw materials and
realization of finished goods, changes in government
regulation, tax regimes, economic developments and
other incidental factors.

39. ACKNOWLEDGEMENTS

The Board of Directors places on record their grateful
appreciation for the assistance and co-operation received
from the shareholders, customers, vendors, bankers,
financial institutions regulatory and Governmental
authorities in India and abroad.

The Board of Directors also recognize and appreciate
the efforts of all the employees that ensured accelerated
growth in a challenging business environment.

For and on behalf of the Board of Directors

Bakul Premchand Jain

Place : Mumbai Chairman & Managing Director

Date : August 08, 2025 DIN: 00380256