The Directors are pleased to present the Company's One Hundred and Fourth (104^th) Annual Report together
with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

FINANCIAL SUMMARY

On a consolidated basis, the revenue from operations
stood to ' 43,129.68 Lakhs for FY 24-25 as against
' 32,795.17 Lakhs in the previous year, and on a
standalone basis, the revenue from operations stood
to ' 43,123.19 Lakhs as against ' 32,791.99 Lakhs in
the previous year, an increase of 31.50% was mainly
due to higher realization of volumes.

On a Consolidated basis EBITDA has improved to
' 5835.96 Lakhs in FY 24-25 as against ' 4672.04
Lakhs in the previous year and the Profit before tax
stood at ' 3,113.91 Lakhs in FY 24-25 as compared
to the profit of ' 1,725.04 Lakhs in the previous year.

In conclusion, despite the difficult operating
environment such as aggressive production by China,
de-stocking globally, geopolitical crises, slowdown
in Europe, and change in Tarrif structure, decline in
agrochemical business, the company has continued
to maintain good performance.

The financial and operational performance overview
and outlook is provided in detail in the Management
Discussion and Analysis forming part of this Annual
Report.

DIVIDEND

Your Directors are pleased to recommend a final
Dividend of ' 2.50/- per equity share on the face value
of ' 10/- each for the year ended March 31,2025. The
Dividend is subject to the approval of members at the
ensuing Annual General Meeting, will be paid within
the time period stipulated under the Companies Act,
2013 (subject to deduction of Tax at source).

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Board of Directors of your
Company has adopted Dividend Distribution Policy.
The Dividend Distribution Policy is also uploaded on
the website of the Company and web-link for the
same is ~ittps://www.dmcc.com/Media/pdf/DMCC
Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the
entire amount of profits for FY 2024-25 in the profit
and loss account.

CAPITAL STRUCTURE

During the year there were no changes in the Share Capital. The Company's Share Capital structure as on
March 31, 2025 is as follows:

During the year, the Company has neither issued
shares with differential voting rights nor granted any
stock options or issued any sweat equity or Bonus
Shares. Further, the Company has not bought back
any of its securities during the year under review and
hence no details/information invited in this respect.

BOARD MEETINGS

The Board met four (4) times during the Financial
Year 2024-25 namely, May 23, 2024, August 13,
2024, October 28, 2024 and February 12, 2025. The
maximum time gap between any two Board Meetings
was not more than 120 days as required under
Regulation 17 of the Listing Regulations, Section 173
of the Companies Act, 2013 and Secretarial Standard
on Meetings of the Board of Directors.

AUDIT COMMITTEE

The details pertaining to the composition of the
Audit Committee are included in the Corporate
Governance Report, which forms part of this report.

SUBSIDIARY COMPANY

DMCC (Europe) GmbH (Formerly Borax Morarji
(Europe) GmbH) is a 100% wholly owned subsidiary
Company in Germany. Primarily it owns registrations
for your company's products as per REACH
regulations. This is a requirement for sales into the
European Union.

A statement containing the salient features of the
financial statement of the Company's wholly-owned
subsidiary under the provisions of Section 129(3) of
the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014 has been annexed
in the prescribed form AOC -1 (Annexure V).

Further, pursuant to the provisions of Section 136 of
the Act, the standalone and consolidated financial
statements of the Company and the financial
statement of the subsidiary, are available on the
website of the Company at www.dmcc.com

The Company does not have any Associate or
Joint Venture Companies. Further, the Company's
policy on determining the material subsidiaries,
as approved by the Board is uploaded on the
Company's website at https://www.dmcc.com/
investor/corporate-governance/policies-and-
codes

CONSOLIDATION OF ACCOUNTS

In pursuance of the mandatory compliance with the
Indian Accounting Standards (Ind AS), as issued by
the Ministry of Corporate Affairs, the Company has
presented Consolidated Financial Statements for the
year under report, consolidating its accounts with the
accounts of its Wholly Owned Subsidiary Company,
viz. DMCC (Europe) GmbH (Formerly Borax Morarji
(Europe) GmbH). A separate report of the Statutory
Auditors on the consolidated Financial Statements
also forms part of the same.

INDIAN ACCOUNTING STANDARDS

The financial statements comply in all material
aspects with the Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies
Act, 2013 (the Act), Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to
time and other relevant provisions of the Act. There
has been no material change which have occurred
between end of the Financial year 2024-25 and the
date of this report.

AUDITORS REPORT

The Auditors' Report on standalone and consolidated
financial statements for the year ended March 31,
2025 forms an integral part of this Annual Report. The
Auditors' Report does not contain any qualifications,
reservations, adverse remarks and disclaimer. Notes
to the Financial Statements are self-explanatory and
do not call for any further comments. The Statutory
Auditors of the Company have not reported any
fraud under Section 143(12) of the Companies Act,
2013 (including any statutory modification(s) or re¬
enactment for the time being in force).

POLICY ON DIRECTOR'S APPOINTMENT
AND REMUNERATION AND OTHER
DETAILS

a) Procedure for Nomination and
Appointment of Directors

The Policy on Nomination and Remuneration of
Directors, Key Managerial Personnel and other
employees has been formulated in terms of the
provisions of the Companies Act, 2013 ("the Act")
and Listing Regulations with a view to pay equitable
and commensurate remuneration to the Directors,
Key Managerial Personnel and other Employees of
the Company, based on the Qualification, Experience
and Industry Standard.

On the recommendation of the Nomination and
Remuneration Committee ("NRC"), the Board has
adopted and framed a Remuneration Policy for
the Directors, Key Managerial Personnel and other
employees pursuant to the applicable provisions of
the Act and the Listing Regulations. The remuneration
determined for Executive/Independent Directors
is subject to the recommendation of the NRC and
approval of the Board of Directors. The Non-Executive
Directors are compensated by way of profit-sharing
commission and the criteria being their attendance
and contribution at the Board/Committee Meetings.
The Executive Directors are not paid sitting fees;
however, the Non-Executive Directors are entitled
to sitting fees for attending the Board/Committee
Meetings.

The Company also has in place policy for succession
of Board and Senior Management and Policy
on Board Diversity adopted by the Board on the
recommendation of NRC.

It is affirmed that the remuneration paid to Directors,
Key Managerial Personnel and all other employees
are in accordance with the Remuneration Policy of the
Company. The policy of the Company on Directors'
appointment and remuneration including criteria
for determining qualifications, positive attributes,
independence of Directors and other matters
provided under Section 178(3) of the Companies Act,
2013 and Regulation 19 of the Listing Regulations is
available on the Company's website at https://www.
dmcc.com/investor/corporate-governance/policies-
and-codes

b) Familiarization/Orientation program for
Independent Directors

The Independent Directors attend a Familiarization/
Orientation Program on being inducted into the Board.
Further, various other programmes including factory
visits were conducted for awareness and benefit of
Independent Directors to provide overall outlook
of functioning of the Company and also provided
periodical updates on regulatory front, industry
developments and any other significant matters of

importance. The details of Familiarization Program
are provided in the Corporate Governance Report
and is also available on the Company's website. The
Company issues a formal letter of appointment to the
Independent Directors, outlining their role, function,
duties and responsibilities, the format of which
is available on the Company's website at https://
www.dmcc.com/investor/corporate-governance/
familiarisation-programme-for-independent-
directors

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2025, the Board of Directors
comprised of eight members including two women
members of which one is an Independent Board
member. The Board has an appropriate mix of
Executive Directors (‘EDs'), Non-Executive Directors
(‘NEDs'), and Independent Directors (‘IDs'), which is
compliant with the Companies Act, 2013, the Listing
Regulations and is also aligned with the best practices
of Corporate Governance.

a) Changes at the Board and Key Managerial
Personnel

During the year under review, there were the following
changes at the Board and Key Managerial Personnel:

i. Cessation of Directorship of Shri Dilip Trimbak
Gokhale, Executive Director and Key Managerial
Personnel (DIN: 06734397) upon completion of
his term on May 21, 2024.

ii. Cessation of Directorship of Shri Madhu Thakorlal
Ankleshwaria (DIN: 02753794), Non-Executive
Independent Director of the Company upon the
expiry of his 2^nd term of five consecutive years on
September 16, 2024.

iii. Shri Haren Devidas Parekh (DIN 00004883)
was appointed as a Non-Executive Independent
Director for the first term of five consecutive
years w.e.f. May 23, 2024.

iv. Shri Kuldeep Kumar Tiwari (DIN: 10633725) was
appointed as an "Executive Director (Operations)"
for a period of three consecutive years w.e.f. May
24, 2024.

v. Shri Omkar Chandrakant Mhamunkar resigned
from the position of Company Secretary and
Compliance Officer with effect from July
29, 2024.

vi. Ms. Sonal Naik was appointed as Company
Secretary and Compliance Officer with effect
from August 26, 2024

The aforesaid appointments were made by the Board
pursuant to the recommendation of NRC and the
appointment of Shri Haren Devidas Parekh and Shri
Kuldeep Kumar Tiwari were duly approved by the
members of the Company by way of Postal Ballot on
July 5, 2024,

b) Director liable to retire by rotation and
offers herself for reappointment

In accordance with the provisions of Section 152
of the Companies Act, 2013 and the Articles of
Association of the Company, Ms. Mitika Laxmikumar
Goculdas (DIN: 02879174) Non-Executive Vice¬
Chairperson of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible,
has offered herself for the re-appointment. The
Board recommends her re-appointment. As per the
Secretarial Standard - 2 and the Listing Regulations,
a brief profile and other related information of
Ms. Mitika Laxmikumar Goculdas (DIN: 02879174)
Non-Executive Non Independent Director, retiring
by rotation will be provided in the Notice of ensuing
Annual General Meeting.

As of March 31,2025, Shri Bimal Lalitsingh Goculdas,
Managing Director and Chief Executive Officer,
Shri Kuldeep Kumar Tiwari, Executive Director
(Operations), Shri Sunil Kumar Goyal, Chief Financial
Officer and Ms Sonal Naik, Company Secretary
& Compliance Officer are the Key Managerial
Personnel of the Company in terms of Section 203
of the Companies Act, 2013.

Further, Shri Dilip Trimbak Gokhale, Executive Director
and Key Managerial Personnel (DIN: 06734397)
has completed his term on May 21, 2024. Upon
completion of his term, he also ceased to be a Director
of the Company.

Shri Dilip Trimbak Gokhale has been working
with the Company for over 35 years and before
his appointment as the Executive Director, he
was designated as Sr. Executive Vice President &
Company Secretary of the Company. Shri Gokhale
has been handling various diversified activities and
matters of the Company since long, like. Secretarial,
legal, Corporate Governance, HR & Administration,
Insurance, Banking and Internal Audit etc. Shri Gokhale
is a Commerce and law graduate and fellow member
of the Institute of Company Secretaries of India. He
is also member of All India Management Association
holding a Post Graduation Diploma in Management
from the said institute. He is also a certified associate
of the Indian Institute of Bankers, Mumbai, and is
an Ex-Banker.

Keeping in view the above, and considering the
experience and expertise of Shri Dilip Trimbak
Gokhale, on the recommendation of the Nomination
and Remuneration Committee the Board decided
to continue the association with Shri Dilip Trimbak
Gokhale as a Senior Management Personnel and
appointed Shri Dilip Trimbak Gokhale, as a Senior
Management Personnel of the Company designated
as Sr. Executive Vice-President for a period of
Three (3) consecutive years w.e.f. May 23, 2024 to
May 22, 2027.

COMMITTEES OF THE BOARD

As on March 31, 2025 the Company has Six (6)
Committees of the Board i.e. Audit Committee (‘AC'),
Risk Management Committee (‘RMC'), Nomination
and Remuneration Committee (‘NRC'), Stakeholders'
Relationship Committee (‘SRC'), Corporate Social
Responsibility Committee (‘CSR') and Independent
Directors Committee (‘IDC'). The composition of the
above committees, as of March 31,2025, is disclosed
in the Corporate Governance Report forming part of
the Annual Report.

DECLARATION BY INDEPENDENT
DIRECTORS

All the Independent Directors of the Company have
given declarations that they meet the criteria of
independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)
(b) of the Listing Regulations and that they are
not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could
impair or impact their ability to discharge duties
with an objective independent judgment and
without any external influence. During the year, the
Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the
Company. In the opinion of the Board, all Independent
Directors are independent of the management.

Pursuant to Rule 6 of Companies (Appointment and
qualification of Directors) Rules, 2014 as amended,
all Independent Directors of the Company viz. Shri
Sanjeev V. Joshi, Shri Haren Parekh, Shri Mukul M.
Taly and Dr. (Mrs.) Janaki Ashwin Patwardhan have
registered themselves in the Independent Directors
databank maintained with the Indian Institute of
Corporate Affairs (IICA). Further, in the opinion of the
Board of Directors of the Company, all Independent
Directors possess high integrity, expertise and
experience including the proficiency required to
discharge the duties and responsibilities as Directors
of the Company.

BOARD EVALUATION

Pursuant to the applicable provisions of the
Companies Act, 2013 and the Listing Regulations,
the Board has carried out an Annual Evaluation of its
own performance, the performance of the Individual
Directors, and the working of its Committees, based
on the evaluation criteria defined by NRC for the
performance evaluation process of the Board, its
Committees and individual Directors.

Performance evaluation of Independent Directors was
done by the entire Board, excluding the Independent
Director being evaluated. The performance of the
Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria
such as the Board composition and structure,
effectiveness of board processes, information and
functioning, etc. The performance of the Committees

was evaluated by the Board after seeking inputs from
the Committee members on the basis of criteria such
as the composition of committees, effectiveness
of Committee meetings, etc. The performance of
the Board, committees and individual Directors was
found satisfactory.

During the year under review, a separate Meeting of
Independent Directors of the Company was held on
February 12, 2025 in person, wherein all Independent
Directors were present. At the said meeting,
Independent Directors discussed and evaluated the
performance of the Non-Executive Chairman, Non¬
Executive Vice Chairperson, Managing Director, and
Chief Executive Officer and Executive Director, the
Board and its various committees as a whole and
also assessed the quality, quantity, and timeliness of
the flow of information between the management of
the Company and the Board that is necessary for the
Board to effectively and reasonably perform its duties.

BOARD DIVERSITY

The Board of Directors enables efficient functioning
through differences in perspective and skill, and
fosters differentiated thought processes at the back
of varied industrial and management expertise,
gender, knowledge and geographical backgrounds.
Acknowledging the importance of diversity, the Board
has adopted a Board Diversity Policy that outlines its
commitment to inclusive representation. The policy
is available at the website of the Company at https://
www.dmcc.com/Media/pdf/Board-Diversitv-Policv
DMCC.pdf

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
during the financial year under review were in the
ordinary course of business and on an arm's length
basis and were carried out with prior approval of
the Audit Committee. All related party transactions
that were approved by the Audit Committee were
periodically reported to the Audit Committee. Prior
approval of the Audit Committee was obtained
periodically for the transactions which were planned
and/or repetitive in nature and omnibus approvals
were also taken as per the policy.

There are no materially significant related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other
designated persons which may have a potential
conflict with the interest of the Company at large. The
Audit Committee and the Board of Directors at their
meetings have reviewed and approved all the related
party transactions undertaken by the Company during
the Financial Year. All Related Party Transactions are
placed/routed through the Audit Committee and
the Board of Directors. None of the Directors have
any pecuniary relationships or transactions with the
Company. The related party transactions entered into
by the Company are disclosed in Note No. 40 of the
Notes to Accounts. No transactions were entered into

by the Company that required disclosure in Form
AOC-2. The Policy on Related Party Transactions as
approved by the Board is uploaded on the Company's
website at https://www.dmcc.com/Media/pdf/
Related-Party-Transactions-Policy DMCC.pdf

RISK MANAGEMENT

The Company has adopted a Risk Management Policy
in accordance with the provisions of the Companies
Act, 2013 and Regulation 21 of the Listing Regulations
which reflects the overall riskmanagement philosophy,
the Company's overall approach to risk management,
risk assessment, risk mitigation mechanism and the
role and responsibilities for risk management. The
Company has also laid down procedures to inform
the Audit Committee and the Board about the risk
assessment and minimization procedures. These
procedures are periodically reviewed to ensure that
executive management control risks by means of
a properly defined framework. The monthly review
meetings of all the functional/departmental heads
inter alia discuss the relative risk management issues.

The Company has constituted a Risk Management
Committee which has been entrusted with the
responsibility to assist the Board in (a) approving
the Company's Risk Management Framework and
(b) Overseeing all the risks that the organization
faces such as strategic, financial, liquidity, security,
regulatory, legal, reputational and other risks that have
been identified and assessed to ensure that there is
a sound Risk Management Policy in place to address
such concerns/risks. The Risk Management process
covers risk identification, assessment, analysis and
mitigation. The details pertaining to composition of
Risk Management Committee are included in the
Corporate Governance Report, which forms part
of this report. The Risk Management Committee
meetings are held twice in a year.

The Audit Committee has additional oversight
in the area of financial risks and controls. Major
risks identified by the business and functions are
systematically addressed through mitigating actions
on a continuing basis.

INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY

Pursuant to Section 134 of the Companies Act, 2013
your Company has in place an adequate system of
internal controls to ensure compliance with various
policies, practices and statutes. It has procedures
covering all financial and operating functions and
processes. These have been designed to provide
a reasonable assurance with regard to maintaining
proper accounting controls for ensuring the reliability
of financial reporting, monitoring of operations and
compliances.

The Audit Committee meets the Internal Auditors and
Statutory Auditors to ascertain, inter alia, their views
on the adequacy of internal control systems and

keeps the Board of Directors informed of their major
observations periodically. The Audit Committee is of
the opinion that as on March 31, 2025, the internal
financial controls were adequate and operating
effectively.

PROHIBITION OF INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition
of Insider Trading) Regulation 2015 and to preserve
the confidentiality and prevent misuse of unpublished
price-sensitive information,the Company has adopted
a Code of conduct to Regulate, Monitor and Report
Trading by Designated Persons and their Relatives
(‘Insider Trading Code') and Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (‘Code of Fair Disclosure').

The Insider Trading Code is intended to prevent
misuse of unpublished price sensitive information
by insiders and connected persons and ensure that
the Directors and specified persons of the Company
and their dependents shall not derive any benefit or
assist others to derive any benefit from access to and
possession of price sensitive information about the
Company which is not in the public domain, that is to
say, insider information.

The Code of Fair Disclosure ensures that the affairs of
the Company are managed in a fair, transparent and
ethical manner keeping in view the need and interest
of all the Stakeholders.

ENVIRONMENT HEALTH AND SAFETY
(EHS)

Your Company has in place Environment Health and
Safety (EHS) policy. Your Company has various EHS
management processes and methodologies being
deployed and implemented under the EHS to ensure
that the employees become more safety conscious.
The Company has a system of in - house EHS training
for employees and workmen at the factory as also
the practice of sending the employees/workmen
to various external EHS programmes. The EHS
management process at both the locations viz. Roha
and Dahej are administered by qualified professionals.

CREDIT RATINGS

During the year under review, CRISIL Ratings Limited
(CRISIL) has reaffirmed the Long-Term Rating of
CRISIL BBB /Stable for the Total Bank facilities of
' 125.00 Crores and also CRISIL BBB /Stable for the
Company's Fixed Deposit (FD) Programme of ' 20.00
Crores. During the year the limit of Total Bank facilities
of the Company was enhanced from ' 105.00 Crores
to ' 125.00 Crores.

CERTIFICATION AND AWARDS

a. Responsible Care®: Responsible Care® is a global
voluntary initiative of the Chemical Industry, the
objective of which is continuous improvement

in the areas of environmental protection, health,
safety and security.

The Company has a Responsible Care Policy. It is
the endeavour of your Company that our products
- both raw material and finished goods pose no
risk to employees, society and environment as
well. This is sought to be achieved by minimizing
the negative influence of our products along
the entire supply chain, right from procurement,
storage and manufacturing right up to sale.

Your Company is pleased to inform you that both
the plants of the Compay are now registered
under Responsible Care®. Your Company is
one of the few in India authorized to use the
Responsible care® logo. This has been achieved
after extensive site and systems components,
third-party mentoring, and a series of audits.
The existing validity of authorisation to use
Responsible Care® Logo is renewed for further
period of Three Years i.e. from April 2025 to
March 2028.

b. In-house R & D Unit Registration: Your Company
has its own, modern and well-equipped
Research and Development Laboratory located
at its factory at Roha. This in-house R&D
Laboratory is a recognised Research Institution
by the Department of Science and Technology,
Department of Scientific and Industrial Research
(DSIR), Government of India, New Delhi.

c. Together For Sustainability®: The TFS Audit
was carried out under the stipulations made
by a Group of EU based major Pharmaceutical
companies. This will enable and has enabled the
Company for obtaining expeditious approval for
the products sold/to be sold in European market.

d. ISO Certification: Both plants of the Company,
situated at Roha, Dist. Raigad in the State of
Maharashtra and Dahej, Dist. Bharuch in the state
of Gujarat enjoy ISO 9001:2015 Certification.

e. REACH: REACH regulation is adopted by the
European Union to improve protection of human
health and the environment from the risks that
can be posed by Chemicals. REACH stands for
Registration, Evaluation, and Authorisation of all
Chemical Substances. DMCC (Europe) GmbH
(Formerly Borax Morarji (Europe) GmbH) has
registered several products under the REACH
Regulations and your company continues to take
advantage of this registration.

f. Certificate of Merit from National Safety Council:

Your Company is awarded with "Certificate of
Merit " under ("Chemical and Fertiliser Category")
by the National Safety Council - Maharashtra
Chapter for achieving "Zero Accident Frequency
Rate" for the year 2020 for its Manufacturing
Facility at Roha, Maharashtra.

g. Certificate of Merit from CHEMEXIL: Your
Company is awarded with "Certificate of Merit
'' for the Outstanding Export performance in
FY 2017-18. The Award was presented by Smt.
Anupriya Patel, Hon'ble Union Minister of State
for Commerce and Industry, Govt. of India at 47^th
Export Awards ceremony of CHEMEXCIL held on
April 15, 2023 at Mumbai.

h. Award from FICCI for Efficiency in Water
Usage: Your Company was accredited with
FICCI Chemicals & Petrochemical Award 2022.
The Award is recognition for Efficiency in Water
Usage in Chemicals.

AUDITORS

a) Statutory Auditors:

In accordance with the provisions of Section 139
of the Companies Act, 2013, M/s. Rahul Gautam
Divan & Associates, Chartered Accountants (ICAI
Firm Registration No. 120294W) were re-appointed
as the Statutory Auditors of your Company at the
101^st Annual General Meeting for a term of 5 years,
to hold office from that meeting till the conclusion
of 106^th Annual General Meeting to be held in 2027.
As per the provisions of Section 139 of the Act, they
have confirmed that they are not disqualified from
continuing as Auditors of the Company.

The Auditors' Report on the financial statements of the
Company for the financial year ended March 31,2025
is unmodified i.e. it does not contain any qualification,
reservation or adverse remark. The Auditors' Report is
enclosed with the financial statements forming part
of the annual report.

M/s. Rahul Gautam Divan & Associates is a member
of Intercontinental Grouping of Accountants and
Lawyers, a worldwide association of professional
services firms, offering high quality accounting,
auditing, legal and consultancy services. The
combined experience of the partners in the chartered
accountancy profession within the firm is over43 years.
Rahul Gautam Divan & Associates have associated
offices in Ahmedabad, with resident partners at the
associated office. Rahul Gautam Divan & Associates
have been involved in the Statutory Audits and also
Internal Audits of various companies, and have the
wide experience to conduct the statutory audit of the
Company.

b) Internal Auditors:

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014 and other
applicable provisions if any of the Companies
Act, 2013, the Board of Directors based on the
recommendation of the Audit Committee has re¬
appointed Messrs Mahajan & Aibara Chartered

Accountants LLP, a reputed firm of Chartered
Accountants as Internal Auditors of the Company
for a period of three years commencing from April
01, 2025 to March 31, 2028. The Internal Auditors,
Mahajan & Aibara, Chartered Accountants LLP,
Mumbai have conducted internal audits periodically
and submitted their reports to the Audit Committee.
Their Reports have been reviewed by the Audit
Committee from time to time.

c) Cost Auditors:

The Cost Records of the Company are maintained
in accordance with the provisions of Section 148(1)
of the Companies Act, 2013. The Cost Audit Report,
for the financial year ended March 31,2024, was filed
with the Central Government within the prescribed
time. The Board, on the recommendation of the Audit
Committee, had appointed Shri S.S. Dongare, Cost
Accountant as the Cost Auditors to conduct the audit
of the Company's cost records for the financial year
ended March 31, 2026.

The Cost Auditors have confirmed that their
appointment is within the limits of Section 141(3)(g)
of the Companies Act, 2013 and have also certified
that they are free from any disqualifications specified
under Section 141(3) and proviso to Section 148(3)
read with Section 141(4) of the Companies Act, 2013.
The Audit Committee has also received a certificate
from the Cost Auditors certifying their independence
and arm's length relationship with the Company.

The Cost Auditors will submit their report for the
financial year ended March 31,2025, on or before the
due date. In accordance with the provisions of Section
148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, since the remuneration payable
to the Cost Auditor for the financial year ended March
31, 2026, is required to be ratified by the members,
the Board recommends the same for approval by
members at the ensuing Annual General Meeting.

d) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules thereunder, Shri
Satish Kumar Jain, Proprietor of SKJ & Associates,
Practicing Company Secretaries (FCS 6398/PCS
6632) were appointed to conduct the secretarial
audit of the Company for the financial year 2024-25.

Further, pursuant to amendment in Regulation 24A
of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024, the Board has
approved the appointment of SKJ & Associates,
Practicing Company Secretaries (FCS 6398/PCS
6632), as Secretarial Auditors for their first term of
five consecutive years, from financial years 2025-26
to 2029-30 and recommended the same for the
approval of the Members.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the FY 2024-25 as
submitted by Secretarial Auditors in Form MR-3 is
annexed to this Report as Annexure III and forms part
of this report. There are no qualifications, reservations
or adverse remarks made by Secretarial Auditors in
their Report.

COMPLIANCE MONITORING

Your Company has set up a Compliance Management
System (CMS) for effectively monitoring and ensuring
compliances of all legal provisions applicable to the
Company.

MANAGERIAL REMUNERATION AND
PARTICULARS OF EMPLOYEES

The particulars of employees as required under
Section 197 of the Companies Act, 2013 read
with Rules 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended for the financial
year ended March 31,2025 have been furnished and
are provided in "Annexure IV" to this Report. Further
disclosure required under Para IV of Section II of
Part II of Schedule V of the Companies Act, 2013 is
provided in the Corporate Governance Report.

In terms of the first proviso to Section 136 of the
Act, the Reports and Accounts are being sent
to the shareholders excluding the information
required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Any shareholder interested
in obtaining the same may write to the Company
Secretary at the Registered Office of the Company.
The said information is available for inspection by the
Members at the Registered Office of the Company
on any working day of the Company up to the date of
the 104^th Annual General Meeting.

INSURANCE

The Company has taken adequate Insurance to
cover the risks to its employees, property (land and

buildings), plant, equipment, other assets and third
parties.

PUBLIC DEPOSITS

During the year, your Company has accepted fresh
deposits of an amount of ' 46.50 Lakhs and renewed
deposits of ' 813.00 Lakhs and as on March 31,2025
fixed deposit aggregating to ' 1003.75 Lakhs are
outstanding. There are no fixed deposits remaining
unpaid or unclaimed as at the end of the year. Further,
no amount of principal or interest was outstanding or
in default as on March 31,2025.

UNPAID UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124(5) of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016,
all dividends which remains unpaid or unclaimed
for a period of seven years from the date of their
transfer to the unpaid dividend account are required
to be transferred by the Company to the Investor
Education and Protection Fund (‘IEPF'), established by
the Central Government. Further, as per IEPF Rules,
the shares on which dividend has not been paid or
claimed by the members for seven consecutive
years or more shall also be transferred to the demat
account of the IEPF Authority. Further, as per Rule 6(8)
of IEPF Rules, all benefits such as bonus shares, split,
consolidation except right issue, accruing on shares
which are transferred to IEPF, shall also be credited to
the demat account of the IEPF authority.

The unclaimed dividend for the financial year 2017¬
18 and shares of the Company, in respect of which
dividend has not been claimed by the shareholders
for seven or more consecutive years, is due for
transfer to IEPF. The Shareholders are requested
to visit the website in order to verify the details of
unclaimed dividends and the equity shares liable to
be transferred to the IEPF Authority in the investor
section on the Company's website https://www.
dmcc.com/investor/investor-information/dividends

The details of Unclaimed Dividends by Shareholders
are also made available on the website of the
Company and at https://www.dmcc.com/investor/
investor-information/dividends and are updated at
periodic intervals.

PARTICULARS OF LOANS, GUARANTEES,
OR INVESTMENTS BY THE COMPANY

During the year under review, your Company has
neither given loan to any bodies corporates or any
other persons nor provided any corporate guarantee
or security under Section 186 of the Companies
Act, 2013. The Company has given advance against
salary to some employees in terms of the applicable
policies of the Company. The said investment was
within the limits specified under Section 186 of the
Companies Act, 2013. Particulars of investments
and disclosure required under Section 186(4) of the
Companies Act, 2013 are provided in the notes to
the Financial Statements. The said investment was
within the limits specified under Section 186 of the
Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, work performed by the internal,
statutory, cost, external Auditor and Secretarial
Auditor, including audit of internal financial controls,
over the financial reporting by the Statutory Auditors
and the reviews performed by the Management
and the relevant Board committees, including the
Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate
and effective during the Financial Year ended
March 31, 2025.

Accordingly, to the best of knowledge and belief
and according to the information and explanations
obtained by them, your Directors make the following
statement in terms of Section 134(5) of the
Companies Act, 2013:

a) that in the preparation of the Annual Accounts for
the year ended March 31, 2025, the applicable
Accounting Standards have been followed and
that there are no material departures;

b) the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as on March
31, 2025, and of the profit of the Company for
the year ended on that date;

c) that the Directors have taken proper and sufficient
care 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) that the annual accounts have been prepared on
a going concern basis;

e) that the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

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

MANAGEMENT'S DISCUSSION AND
ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing
Regulations, the Management Discussion and
Analysis Report for the year, is presented in a
separate section, forming part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Listing Regulations
a separate Section titled Report on Corporate
Governance is included in this Annual Report
and the certificate of the statutory auditors of the
Company certifying compliance with the conditions
of corporate governance as stipulated under relevant
Regulations of the Listing Regulations is obtained and
annexed with the report on Corporate Governance.

BUSINESS RESPONSIBILITY

SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the Listing
Regulations and SEBI vide its General Circular No.
SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated
July 12, 2023, detailed information on the initiatives
taken by the Company from an environmental,
social and governance perspective is provided in
the Business Responsibility Sustainability Report and
included in this Annual Report.

PARTICULARS OF CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on Conservation of Energy,
Technology Absorption and Foreign Exchange
Earnings and Outgo stipulated under Section 134(3)
(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules 2014 is annexed as Annexure I and
forms part of this Report.

WHISTLE BLOWER POLICY/VIGIL
MECHANISM

The Company has adopted a Whistle Blower Policy
to provide a formal mechanism to the Directors' and
employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation
of the Company's Code of Conduct or Ethics
Policy. The Policy provides for adequate safeguards

against victimization of employees, who avail of the
mechanism and provides to employees' direct access
to the Chairman of the Audit Committee. It is affirmed
that no personnel of the Company have been denied
access to the Audit Committee. The Whistle Blower
Policy has been posted on the Website of the
Company at https://www.dmcc.com/Media/pdf/
Whistle-Blower-Vigil-Mechanism DMCC.pdf

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

The Company has a Policy on Corporate Social
Responsibility and the same has been posted on
the website of the Company at https://www.dmcc.
com/Media/pdf/CSR-Policy DMCC.pdf The Annual
Report on CSR activities in terms of the requirements
of Companies (Corporate Social Responsibility
Policy) Rules, 2014 and salient features of CSR policy
is annexed as Annexure-II which forms part of this
Report.

POLICY ON PREVENTION, PROHIBITION
AND REDRESSAL OF SEXUAL

HARASSMENT OF WOMEN AT

WORKPLACE

Your company always endeavours and provide
conducive work environment that is free from
discrimination and harassment including sexual
harassment. Your Company has zero tolerance

towards sexual harassment at workplace and has
adopted a policy for prevention of Sexual Harassment
of Women at workplace and the same is posted on
the Webiste of the Company at https://www.dmcc.
com/Media/pdf/Prevention-of-Sexual-Harrasement-
Policy DMCC.pdf . The Company has set up an
Internal Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 to look into complaints
relating to sexual harassment at workplace of any
woman employee. During the year under review, no
complaints pertaining to sexual harassment were
received and no complaint was pending as on March
31, 2025.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act
and Rules framed thereunder, the copy of the Annual
Return for FY 2024-25 is uploaded on the website of
the Company and the same is available at the website
of the Company at https://www.dmcc.com/investor/
statutory-information/annual-returns

COMPLIANCE WITH THE SECRETARIAL
STANDARD

The relevant Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI)
related to the Board Meetings and General Meeting
have been complied with by the Company.

The members are requested to note that the voting
rights on these shares shall remain frozen till the
rightful owner of such shares claims the shares.
The Details of Unclaimed Shares are available
under the Investor Section on the website of the
Company at https://www.dmcc.com/investor/
investor-information/unclaimed-shares

GENERAL DISCLOSURE

During the year under review:

a) the Company has not made any provisions
of money or has not provided any loan to the
employees of the Company for the purchase
of shares of the Company, pursuant to the
provisions of Section 67 of Companies Act, 2013
and Rules made thereunder.

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

c) There are no applications made or any proceeding
pending against the Company under Insolvency
and Bankruptcy Code, 2016 and there are no
instances of one-time settlement.

d) There are no significant 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 the Report.

During the year under review, there was no change in
the nature of business of the Company.

DISPATCH OF ANNUAL REPORT THROUGH
ELECTRONIC MODE

In compliance with the provisions of MCA vide its
Circular No. 09/2024 dated September 19, 2024, and

SEBI circular dated October 03, 2024 has dispensed
with the printing and dispatch of hard copies of annual
reports to shareholders. Hence, the Annual Report
2024-25 is being sent only through electronic mode
to those Members whose email IDs are available with
the Company/Depositories/RTA. The Annual Report
2024-25 is available on the Company's website at
www.dmcc.com

We also request all the investors whose email id(s) are
not registered to take necessary steps to register their
email id with the Depository Participant/Registrar and
Share Transfer Agent.

GREEN INITIATIVES

We request all the shareholders to support the ‘Green
Initiative' of the Ministry of Corporate Affairs and
DMCC's continuance towards greener environment
by enabling the service of the Annual Report, AGM
Notice and other documents electronically to your
email address registered with your Depository
Participant/Registrar and Share Transfer Agent.

ACKNOWLEDGEMENTS

The Board of Directors of your Company is pleased
to acknowledge with gratitude the cooperation
and continued support extended by shareholders,
customers, suppliers, and contractors, various
departments of Central and State Governments and
Banks. The relations between the employees and the
management continue to be cordial. Your Directors
place on record their appreciation of the sincere and
devoted efforts of the employees at all levels and their
continued co-operation and commitment.

For and on behalf of the Board

Registered Office Sd/-

Prospect Chambers, Laxmikumar Narottam Goculdas

317/321, Dr. Dadabhoy Naoroji Road, Fort, Chairman

Mumbai 400001. DIN: 00459347

Place: Mumbai
Date: May 5, 2025