To,

The Members,

DCW Limited

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

(Rs. in lakhs)

The Board of Directors of your Company has recommended the payment of final dividend of Rs. 0.10 (Ten Paise) per equity share (i.e. 5%) of the face value of Rs. 2/- each for the financial year ended March 31,2025, subject to the approval of the Members at the ensuing 86th 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.

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.

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

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.

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 Rs. 70,00,00,000/- (Rupees Seventy Crores) comprising of 35,00,00,000 (Thirty Five Crores) Equity Shares having face value of Rs. 2/- each and Paid-up Equity Share Capital of the Company stood at Rs. 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 Rs. 2/- each.

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

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

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.

The sales for the year are Rs. 2,00,034.33 lakhs compared to Rs. 1,87,158.98 lakhs in the previous year. The profit for the year (before depreciation and exceptional item) was Rs. 14,929.01 lakhs against a profit of Rs. 12,028.62 lakhs in the previous year. The profit before tax amounted to Rs. 4,936.30 lakhs as against profit of Rs. 2534.17 lakhs in the previous year. The profit after taxes for the year is Rs. 3,028.41 lakhs against a profit of Rs. 1,565.96 lakhs in previous year.

The Company's exports were Rs. 43,623.95 lakhs as compared to Rs. 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.

The turnover of the segment was Rs. 1,46,311.24 lakhs as compared to Rs. 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.

The turnover of the segment was Rs. 52,567.31 lakhs as compared to Rs. 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.

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.

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.

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 83rd 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 reappoint 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.

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.

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 reappointment.

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.

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

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.

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, NonIndependent 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.

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.

12.1 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 comparison with the previous year is applicable in her case.

The Company has increased the remuneration of Mr. Amitabh Gupta, Chief Executive Officer by 28.66%, Mr. Pradipto Mukherjee, Chief Financial Officer by 16% and Mr. Dilip Darji, Sr. General Manager (Legal) & Company Secretary by 8%.

c. The percentage increase in the median remuneration of employees in the financial year: 11.97%

d. The number of permanent employees on the rolls of Company: 1554

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in remuneration is 18.15% for employees other than Managerial Personnel.

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 average increase every year is on account of an outcome of the Company's market competitiveness as against its peer group Companies.

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.

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

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.

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'.

The Shareholders of the Company at its 83rd 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 88th 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.

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.

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.

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 86th AGM forming part of the Annual 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 202425 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.

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.

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.

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'.

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.

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.

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

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.

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.

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.

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

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/

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.

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 202425 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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.