Your directors have pleasure in presenting this 135^th Annual Report together
with the Audited Financial Statements (Standalone and Consolidated) for the
financial yearended March 31, 2025.

ECONOMIC SCENARIO

India’s economic performance in fiscal year 2024-25 demonstrated remarkable
resilience and sustained growth, solidifying its position as one of the world’s
fastest-growing major economy. The provisional estimate for real Gross Domestic
Product (GDP) growth for FY24-25 stood at a robust 6.5%, with a notable
acceleration to 7.4% in the fourth quarter of the fiscal year, surpassing initial
expectations. (Source: Ministry of Statistics and Programme Implementation,
Government of India)

Monetary and fiscal policies played a pivotal role in navigating global uncertainties
and fostering domestic stability. The Reserve Bank of India (RBI) implemented
significant adjustments, including a cumulative 100 basis points (bps) reduction
in the repo rate since February 2025. These adjustments signal a calibrated
approach, providing necessary stimulus while indicating a potential pause in
the rate cut cycle. On the fiscal front, consolidation efforts continued, with the
central government’s Gross Fiscal Deficit (GFD) reducing to 4.7% of GDP in
2024-25 from 5.5% in the preceding year. (Source: RBI and the Government of
India’s Ministry of Finance/Controller General of Accounts (CGA))

The economic path for FY25-26 appears promising, with India projected to
sustain a real GDP growth rate of 6.5%. The Consumer Price Index inflation is
targeted around 4.0% for the upcoming fiscal year. Despite this positive outlook,
significant challenges persist, including ongoing global uncertainties, geopolitical
tensions, and the rise of trade protectionism. (Source: RBI and CGA)
FINANCIAL SUMMARY

Your Company’s performance during the financial year ended on March 31,
2025, along with previous year’s figures is summarized below:

DIVIDEND

The Board of Directors did not approve/recommend any dividend on the Equity
Shares of the Company during the financial year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in
accordance with provisions of the IND AS as per the Companies (Indian
Accounting Standard) Rules, 2015, notified under section 133 of the Companies
Act, 2013 (hereinafter referred to as ‘the Act’), and forms part of this Annual
Report.

STATE OF THE COMPANY’S AFFAIRS /OPERATIONS OVERVIEW
Engineering Division

The Engineering Business Undertaking (hereinafter referred to as ‘Engineering
Division’) of the Company, situated at Village Asron, District Shaheed Bhagat
Singh Nagar (Punjab) of the Company was manufacturing and supplying
castings across all segments in the automotive market: cars, multi-utility vehicles,
tractors, light commercial vehicles, heavy commercial vehicles and earth moving
equipment.

Since 2016, the Division has faced a hostile environment in which production
of good quality products in a cost-effective way could not be achieved due to
the continued situation of labour unrest. In view of said situation of industrial
unrest at Engineering Division, the Company has declared temporary lockout of
its Engineering Division w.e.f. October 22, 2019.

The lockout was opposed by the workmen of said Engineering Division and
presently the matter remains sub-judice before the labour authorities. Based on
the legal advice received by the Company, the management is of the view that the
present lockout is legal and justified. The said lockout of Engineering operations
continues till date.

Further, due to payment of dues of creditors (including banks) of Engineering
Division, Section II of the Composite Scheme of Arrangement approved by
the Board on November 28, 2019 relating to restructuring of Engineering
Business and outstanding loans and liabilities pertaining to Engineering Business
Undertaking, had become infructuous. Pursuant to the above the Board of
Directors of the Company in their meeting held on May 29, 2023 had withdrawn
the aforesaid original composite scheme of arrangement.

The Company is evaluating and pursuing various options concerning its
Engineering business/ operations. As and when anything is finalized, it shall seek
requisite approvals from the Board and other stakeholders. In the interim, the
Company is continuing with its factory upkeep endeavours and to rationalize
the workmen force.

Real Estate Division

The Company has initiated the process of development of its land parcel
admeasuring about 68.35 acres situated near Mela Ground, Hisar, Haryana
(hereinafter referred to as ‘Hisar land’). In this connection, the Company has
entered into ‘Joint Development Agreement’ with a party (‘Developer’) for
development of its said Hisar land under Deen Dayal Jan Awas Yojna. The
Company received licence No. -179 of 2022 dated November 07, 2022 from
the Director, Town and Country Planning, Haryana, Chandigarh (‘DTCP’)
for setting up of affordable residential plotted colony under Deen Dayal Jan
Awas Yojana-2016 (DDJAY-2016) on 67.275 acres of the aforesaid Hisar land
(hereinafter referred to as ‘Real Estate Project’).

The Haryana Real Estate Authority, Panchkula (HRERA, Panchkula) has
also registered the Company’s said Real Estate Project vide Registration no.
HRERAPKL-HSR-427-2023. The Company is designated as Promoter of the
Project in the HRERA Registration in its capacity as licensee and owner of the
Project land.

However, DTCP vide its order no. LC-4455/JE(S)/2023/10909-21 dated April
18, 2023 suspended the said Licence, till further orders, taking a note that an
enquiry has been initiated against the Company by Deputy Commissioner, Hisar
in respect of Company’s Hisar land. HRERA, Panchkula, has also issued a Public
Notice informing that aforesaid Registration issued to Company’s Hisar project is
kept in abeyance till further orders.

The Company along with the Developer continues to put its earnest efforts to
take up the matter of revocation of said suspension order with the concerned
authorities. However, the said matter remained pending as on date.

The Company as well as the Developer are hopeful that the requested revocation
of the suspension order of licence no.179 of 2022 will be acceded to by the
authorities and that the development work on the land shall start soon thereafter.

IT Business

The Company is engaged in the business of providing IT Infrastructure services
specializing in networking, analytics, cloud and digital technologies through its
material wholly owned subsidiary namely DCM Infotech Limited (hereinafter
referred to as ‘Material unlisted Subsidiary Company’/ ‘DCM Infotech’).

During the year under review, the sales and other income of DCM Infotech
was Rs. 70.43 Crores (previous year Rs. 68.89 Crores) and Profit before Tax was
Rs. 10.61 Crores (previous year Rs. 9.56 Crores).

Over the last 12 months, DCM Infotech has aggressively pursued building
capabilities in Gen AI, Automation, and Cyber Security. This initiative helps
DCM Infotech to build a prospect base for the coming years with relevant
solutions in these areas. DCM Infotech is also increasing partnerships and
investing in Agent AI offerings.

Despite the value-conscious nature of the Indian market, which often results in
low price points even in new technology areas like automation, DCM Infotech
has continued to build capabilities to deliver competitively priced solutions. The
low entry barriers in the Indian IT sector means DCM Infotech faces significant
pricing pressure, but this also drives DCM Infotech to innovate and enhance
service offerings. DCM Infotech believes that India would be the skilling ground
to pick up business in the US.

DCM Infotech sees tremendous growth potential in the AI IT Ops, Generative
AI, Agentic AI, and Automation markets across both the US and India. To seize
this opportunity, DCM Infotech is strategically expanding solution offerings and
strengthening OEM partnerships, positioning itself for accelerated success in the
coming financial year.

DCM Infotech sees immense opportunities to grow its services and product sales
in both the US and India and is continuously investing in its sales and marketing
activities.

Except as stated above, there was no change in the nature of the business of the
Company.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on April 1, 2024 and at present, the Company has five (5) subsidiaries and

one (1) associate company within the meaning of Section 2(87) and 2(6) of the
Act, respectively.

Please refer to the ‘State of the Company Affairs /Operations review’ for the
performance of DCM Infotech. The other subsidiaries of the Company are
presently not carrying out any business operations.

Purearth Infrastructure Limited (‘Purearth’), an Associate entity, in which
Company holds 16.56% equity shareholding, is in the business of construction
and development of real estate project(s). During the financial year 2024-25, it
has reported Revenue from operation of Rs. 221.85 Crores (previous year Rs.
62.47 Crores) and the Profit/(Loss) after tax was Rs. 119.57 Crores (Previous year
Rs. (2.98) Crores).

During the financial year 2024-25, the shareholders of the Company approved,
via Postal Ballots, the following material modification(s) to the existing related
party transaction with Purearth:

i) Granting further extension of repayment period of the book debts of about
Rs. 20 Crores (Rupees Twenty Crores only) including interest accrued / to
be accrued thereon of aggregating to about Rs. 30 Crores (Rupees Thirty
Crores only) owed by the Company to Purearth for purchase of Residential
Units in the project “Amaryllis”, Central Delhi, by additional 12 months

i.e. from four years and six months period (54 months) to five years and
six months period (66 months) from the date of execution of respective
agreement(s) by the Company with Purearth i.e. March 27, 2021 & April
17, 2021.

ii) Charging rate of interest effective from November 1, 2024 @ 7.40%
(0.25%) p.a. i.e. @7.65% or Fixed Deposit rate for 2 years, whichever is
higher; but not less than prevailing yield of Government Security closest to

tenor of 2 years.

Pursuant to provisions of Section 129(3) of the Act read with rules made
thereunder, a statement containing salient features of the financial statements
performance and financial position of each of the subsidiaries and associate / joint
venture companies in Form AOC-1 is provided as part of the financial statements
of the Company and hence not repeated here for the sake of brevity. The ‘Material
Subsidiary Policy’, is available on the Company’s website at https://dcm.in/wp-
content/uploads/2024/08/Material-Subsidiary-Policy.pdf.

Pursuant to the provisions of Section 136 of the Act, the financial statements
(Standalone & Consolidated) of the Company along with relevant documents
and separate audited accounts in respect of subsidiaries, are available on the
website of the Company at www.dcm.in.

No subsidiary, associate or joint venture has been acquired/ ceased/ sold/
liquidated during the financial year ended on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS

During the year under review, Mr. Bipin Maira (DIN:05127804) and Prof.
Sudhir Kumar Jain (DIN:06419514) completed their 2^nd term of five (5) years as
Non-Executive Independent Directors on August 3, 2024 (close of business
hours). Consequently, they both ceased as Non-Executive Independent Directors
of the Company. Mr. Bipin Maira also ceased as Non-Executive Chairman
of the Board of Directors of the Company w.e.f. August 3, 2024 (close of
business hours). The Board of Directors of the Company had expressed its deep
appreciation and gratitude to Mr. Bipin Maira and Prof. Sudhir Kumar Jain for
their extensive contribution during their tenure as Non-Executive Independent
Directors of the Company.

Mr. Jitendra Tuli (DIN: 00272930) resigned from the position of Managing
Director of the Company w.e.f. August 3, 2024 (close of business hours). However,
he continues on the Board as a Non-Executive Non-Independent Director of the
Company w.e.f. August 4, 2024. Further, he was appointed as Non-Executive
Chairman of the Board of Directors of the Company w.e.f. August 4, 2024.

The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee, and after considering the integrity, knowledge,
experience, expertise, and proficiency of Mr. Ajay Vir Jakhar (DIN: 00156804)
and Mr. Aditya Katoch (DIN: 05197924) accorded its approval to appoint them
as Additional Independent Directors (Non-Executive) of the Company, not
liable to retire by rotation, for 1^st term of five (5) consecutive years w.e.f. August
04, 2024 upto August 03, 2029 (both days inclusive), which was subsequently
approved by the Members at the Annual General Meeting (hereinafter referred to
as ‘AGM’) held on September 30, 2024.

Upon recommendation of the Nomination and Remuneration Committee, the
Board of Directors of the Company had accorded its approval to appoint Mr. Yuv

Bharat Ram (DIN: 08558056) and Mr. Rahil Bharat Ram (DIN: 08839924) as
Additional Directors (Non-Executive) of the Company, liable to retire by rotation,
w.e.f. August 04, 2024, which was subsequently approved by the Members at the
AGM held on September 30, 2024.

The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee, and after considering the integrity, knowledge,
experience, expertise, proficiency and performance of Dr. Kavita A Sharma
(DIN: 07080946) accorded its approval to re-appoint her as a Non-Executive
Independent Woman Director of the company, not liable to retire by rotation, for
2^nd term of five (5) consecutive years w.e.f. November 14, 2024 upto November
13, 2029 (both days inclusive), which was subsequently approved by the Members
at the AGM held on September 30, 2024.

Upon recommendation of the Nomination and Remuneration Committee, the
Board of Directors of the Company had accorded its approval to appoint Mr.
Vinay Sharma (DIN: 08977564), Executive Director (Business Operations) as
Managing Director of the Company, liable to retire by rotation, for a period of
three (3) years w.e.f. August 4, 2024 upto August 3, 2027 (both days inclusive),
which was subsequently approved by the Members at the AGM held on
September 30, 2024.

In accordance with the applicable provisions of the Act, Mr. Jitendra Tuli
(DIN: 00272930) and Mr. Sumant Bharat Ram (DIN: 00052833), Directors
liable to retire by rotation at the ensuing AGM, being eligible, have offered
themselves for re-appointment. Your Directors recommend the re-appointment
of Mr. Jitendra Tuli and Mr. Sumant Bharat Ram, for approval of the Members,
at the ensuing AGM.

The disclosures in respect to re-appointment of Directors as required under
Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations’) and the
Secretarial Standards on General Meetings (hereinafter referred to as ‘SS-2’) are
given in the Notice of ensuing AGM, forming part of the Annual Report

The Independent Directors of the Company have confirmed that they:

a. meet the criteria of independence as prescribed under the Act and SEBI
Listing Regulations;

b. abide by the Code of Independent Directors as provided in the Schedule
IV of the Act; and

c. have registered themselves on the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which
may affect the status of Independent Directors of the Company and also they
hold highest standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.

All the Directors have confirmed adherence to the Company’s ‘Code of Conduct’.

Your Company acknowledges the importance of Board diversity in fostering rich
discussions and ensuring comprehensive evaluation of key matters presented
before the Board. In line with this commitment, the Board comprises Directors
with diverse backgrounds and expertise. Further, in compliance with Section
149(1) of the Act, your Company has appointed a Non-Executive Independent
Women Director on its Board.

KEY MANAGERIAL PERSONNEL

During the year under review, the following changes have occurred in the
Whole-time Key Managerial Personnel (hereinafter referred to as ‘KMPs’) of the
Company:

• Mr. Jitendra Tuli has resigned from the position of Managing Director
(KMP) of the Company w.e.f. August 3, 2024 (close of business hour);

• Based on recommendation of the Nomination & Remuneration Committee
and Board of Directors, the Members of the Company approved the

appointment of Mr. Vinay Sharma as a Managing Director (KMP) of the
Company for a period of three years w.e.f. August 4, 2024 upto August 3,

2027;

• Mr. Yadvinder Goyal has resigned from the position of Company Secretary
(KMP) and Compliance Officer of the Company w.e.f. December 09,
2024 (close of business hour);

• Based on recommendation of the Nomination & Remuneration

Committee, the Board of Directors approved the appointment of Mr. Arjit
Gupta as the Company Secretary (KMP) and Compliance officer of the
Company w.e.f. February 13, 2025; and

• Based on recommendation of the Nomination & Remuneration

Committee and Audit Committee, the Board of Directors approved the
re-appointment of Mr. Ashwani Kumar Singhal as the Chief Financial
Officer (KMP) of the Company for the period of three years w.e.f. April
01, 2025.

As on March 31, 2025, the following persons were the KMPs of the Company in

terms of provisions of Section 203 of the Act:

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

(a) in the preparation of the annual accounts for the financial year ended on
March 31, 2025, the applicable Accounting Standards have been followed
and there are no material departures;

(b) such accounting policies have been selected and applied consistently and
judgments and estimates have been made 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 March 31, 2025;

(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 other irregularities;

(d) the annual accounts have been prepared on a going concern basis (please
refer to the auditor’s opinion in their report dated May 27, 2025 on
standalone and as well as consolidated financial statements of the Company
with regard to material uncertainty related to going concern);

(e) proper internal financial controls were in place and that such internal
financial controls were adequate and operating effectively; and

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

EVALUATION OF BOARD PERFORMANCE

The Board of Directors has carried out an Annual Performance Evaluation of
its own, Individual Directors and Board Committees pursuant to the provisions
of the Act and SEBI Listing Regulations. The performance of the Board was
evaluated after seeking inputs from all Directors on the basis of the criteria such
as Board composition, structures, effectiveness of Board processes, information
and functioning etc.

The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors on the basis of the criteria such as
qualification, experience, knowledge, competency, availability, attendance,
commitment and contribution of the Individual Director to the Board and
Committee meetings.

The performance of the Committees was evaluated by the Board after seeking
inputs from the Committee members on the basis of the criteria such as the
composition of Committees, effectiveness of Committee meetings etc.

Further performance of Non-Executive Independent Directors was evaluated
on additional criteria such as fulfillment of independence criteria by them and
their independence from the management of the Company. The performance
evaluation of Non-Executive Independent Directors was done by the entire Board
of Directors and in the evaluation, the directors who are subject to evaluation had
not participated.

Also in a separate meeting of Non-Executive Independent Directors, performance
of Non-Independent Directors, the Board as a whole and the Chairman were
evaluated, taking into account formal & informal views of Executive Director
and Non-Executive Director(s). The Directors expressed their satisfaction with
the evaluation process.

Details of the familiarization programme of the Non-Executive Independent
Directors are available on the website of the Company at https://dcm.in/
wp-content/uploads/2025/02/Familiarization-Programme-For-Independent-
Directors.pdf

The above criteria of evaluation are based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India. Based on inputs
received from the Board members, it emerged that the Board had a good mix
of competency, experience, qualifications and diversity. Each Board member
contributed uniquely to the collective wisdom, drawing on their individual
background and experience. This fostered active participation and ensured ample
time for strategic discussions. Overall, the Board was functioning very well in a
cohesive and interactive manner.

BOARD MEETINGS

During the financial year ended on March 31, 2025, the Board met five times
i.e. on May 27, 2024, July 31, 2024, August 13, 2024, November 13, 2024
and February 13, 2025. For further details regarding these meetings, Members
may please refer ‘Corporate Governance Report’ which forms part of this Annual
Report.

COMMITTEES OF THE BOARD

At present, four standing committees of the Board are in place viz. Audit
Committee, Nomination & Remuneration Committee, Share Transfer, Finance
Facilities and Stakeholders’ Relationship Committee and Corporate Social
Responsibility Committee which have been constituted in accordance with the
applicable provisions of the Act and SEBI Listing Regulations. During the year
under review, recommendations of these committees, if any, were accepted by
the Board of Directors. For further details on the composition of the committees
and meetings held during the year, the Members may please refer the ‘Corporate
Governance Report’ which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company on appointment
and remuneration of Directors, Key Managerial Personnel (KMPs) & Senior
Management, as prescribed under Section 178(3) of the Act and SEBI Listing
Regulations, is available on the Company’s website at https://dcm.in/wp-
content/uploads/2024/09/Nomination-and-Remuneration-Policy-1.pdf.
The Nomination and Remuneration Policy includes, inter-alia, criteria for

appointment of Directors, KMPs, Senior Management Personnel and other
employees, their remuneration structure, and disclosure(s) in relation thereto.
There was no change in the Nomination and Remuneration Policy, during the
year under review.

VIGIL MECHANISM

The Vigil Mechanism, as envisaged in the Act & rules made thereunder and
SEBI Listing Regulations is addressed in the Company’s ‘Whistle Blower Policy’.
In terms of the Policy, Directors/employees/stakeholders of the Company may
report concerns about unethical behaviour, actual or suspected fraud or any
violation of the Company’s Code of Conduct. The Policy provides for adequate
safeguards against victimization of the Whistle Blower. The Policy is available on
the Company’s website at https://dcm.in/wp-content/uploads/2022/07/Whistle-
Blower-Policy.pdf. No personnel have been denied access to the audit committee.

CORPORATE SOCIAL RESPONSIBILITY

Due to continued losses in last few years, the Company was not required to spend
any amount on CSR activities during the financial year 2024-25. The Corporate
Social Responsibility Policy is available on the Company’s website at https://
dcm.in/wp-content/uploads/2025/02/CSR-Policy-DCM-Limited.pdf. The said
policy lays down the guidelines and mechanism for undertaking socially useful
programme for welfare and sustainable development of community at large.
There was no change in the Corporate Social Responsibility Policy, during the
year under review.

STATUTORY AUDITORS

Members of the Company at the 130^th AGM held on September 25, 2020,
approved the appointment of M/s. S S Kothari Mehta and Co., Chartered
Accountants, (Firm Registration no. 000756N), as the statutory auditors of the
Company for a period of 5 years commencing from the conclusion of the 130^th
AGM held on September 25, 2020 until the conclusion of 135^th AGM of the
Company.

Further, the Statutory Auditors of the Company have changed their constitution
from their existing partnership firm M/s. S S Kothari Mehta & Co., to M/s.
S S Kothari Mehta & Co. LLP. Consequently their registration no. with ICAI
had also changed from 000756N to 000756N/N500441. In terms of MCA
General Circular No. 09/2013 dated April 30, 2013 and ICAI Guidelines dated
November 4, 2011, if a CA audit firm being an auditor of the Company gets
converted into an LLP after complying with the provisions of the LLP Act, 2008
then such an LLP would be deemed to be auditor of said Company. The Board of
Directors of the Company have taken note of the above.

The Auditors’ Report of M/s. S S Kothari Mehta & Co. LLP, Chartered

Accountants, on Annual Financial Statements (Standalone & Consolidated) for
the financial year ended on March 31, 2025, does not contain any qualification,
reservation or adverse remark or disclaimer.

The term of the Statutory Auditors is expiring on the conclusion of the ensuing
AGM. Accordingly, upon recommendation of Audit Committee, the Board of
Directors has approved the re-appointment of M/s. S S Kothari Mehta & Co.
LLP, Chartered Accountants, (Firm Registration No. 000756N/N500441) as the
Company’s Statutory Auditors for a second term of five consecutive years to hold
office from the conclusion of the ensuing AGM to be held in the year 2025 till
the conclusion of the 140^th AGM of the Company to be held in the year 2030,
subject to approval by the members of the Company at the ensuing 135^th AGM.

A resolution in regard to re-appointment of Statutory Auditors is included in the
notice of 135th AGM of the Company.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made thereunder, the Board of
Directors of the Company have appointed M/s. Pragnya Pradhan & Associates,
Company Secretaries (Firm Registration No. S2013DE213400) to conduct
Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report of the Company for the financial year ended March
31, 2025 as required under the Act, read with Rules made thereunder, and
Regulation 24A of SEBI Listing Regulations, as amended, is enclosed herewith as
‘Annexure — I’, and forms part of this Annual Report.

In terms of Regulation 24A of SEBI Listing Regulations, as amended, the
Secretarial Audit Report of Company’s material unlisted subsidiary i.e. DCM
Infotech for the financial year 2024-25 is enclosed herewith as ‘Annexure — IA’,
and forms part of this Annual Report.

The Secretarial Audit Report of the Company and DCM Infotech for the financial
year ended March 31, 2025, does not contain any qualification, reservation or
adverse remark or disclaimer.

In terms of Regulation 24A of SEBI Listing Regulations, as amended, the
Board of Directors upon recommendation of Audit Committee has approved
the appointment of M/s. Pragnya Pradhan & Associates, Company Secretaries
(Firm Registration No. S2013DE213400), as the Company’s Secretarial Auditors
for term of five consecutive years commencing from financial year 2025-26 till
financial year 2029-30, subject to approval by the members of the Company at
the ensuing 135^th AGM.

A resolution in regard to appointment of Secretarial Auditors is included in the
notice of 135th AGM of the Company.

COST AUDIT

As per the requirements of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the Company is maintaining cost records
pertaining to Cast Iron Unit of the Company namely ‘DCM Engineering
Products’ located at Village Asron, District Shaheed Bhagat Singh Nagar
(Punjab) - 144533.

In terms of the provisions of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the Board of Directors, based on the
recommendation of the Audit Committee, have appointed M/s. V Kumar &
Associates, Cost Accountants (Firm Registration No. 100137), as Cost Auditors,
for the financial year 2025-26, for conducting cost audit of cost accounts
pertaining to ‘DCM Engineering Products’ at a fee of Rs. 5,000/- (Rupees Five
Thousand Only) plus GST & out-of-pocket expenses, if any.

A resolution seeking approval of Members for ratification of the remuneration
payable to the Cost Auditor of the Company for the financial year 2025-26 is
included in the notice of 135^th AGM of the Company.

RISK MANAGEMENT

The Company has in place Risk Management Process for identifying / managing
risks. The Company’s Risk Management Framework helps in identifying risks
and opportunities that may have a bearing on the organization’s objectives,
assessing them in terms of likelihood and magnitude of impact and determining
a response strategy. The risk management process consists of risk identification,
risk assessment, risk monitoring & risk mitigation. During the year, the Board
was informed about measures taken for minimization of risks. The Board provides
oversight and reviews the Risk Management process.

As stated under sub-heading ‘Real Estate Division’ under the Heading ‘State of the
Company’s affairs / Operations Overview’ of this Directors’ Report, the Company
is taking necessary action in the matter for revocation of order of the Director,

Town and Country Planning, Haryana, Chandigarh (‘DTCP’) suspending the
Licence for setting up of affordable residential plotted colony under Deen Dayal
Jan Awas Yojana-2016 (DDJAY-2016) on 67.275 acres of the Company’s land
parcel situated near Mela Ground, Hisar, Haryana. The Board believes that with
the revocation of said suspension order of license no.179 of 2022 and infusion of
liquidity by focusing /managing of its real estate operations and/or the Company’s
plans of restructuring of its Engineering Business Undertaking as well as other
interim measures to improve liquidity, the Company will be able to continue its
operations for the foreseeable future.

INTERNAL FINANCIAL CONTROL

The Company has a well-placed, proper and adequate Internal Financial Control
(IFC) system which ensures that all assets are safeguarded and protected and that
the transactions are authorised, recorded and reported correctly. The Company’s
IFC system also comprises due compliances with Company's policies and
Standard Operating Procedures (SOP's) and supported by internal audit by
reputed audit firms.

The Internal Auditors independently evaluate the adequacy of internal controls.
Independence of the audit and compliance is ensured by direct reporting by
Internal Auditors to the Audit Committee of the Board.

All Internal Audit findings and control systems are periodically reviewed by the
Audit Committee of the Board of Directors, which provides strategic guidance
on Internal Controls.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review no transfer of unclaimed Dividend and shares
of any Shareholders have been made to IEPF. Any person whose shares and/
or unclaimed/un-encashed dividend, fixed deposits, debentures and/or interest
thereon, have been transferred to the IEPF in previous year, can claim back the
shares and/or apply for refund of such dividend, fixed deposits, debentures,
or interest thereon, as the case may be, by making an application to the IEPF
Authority, in the prescribed Form.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and
foreign exchange earnings and outgo, as required under Section 134(3) (m) of the
Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is enclosed as
‘Annexure — II’, and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In accordance with the provisions of Section 197(12) of the Act, read with Rule
5(2) & (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, details of employee’s remuneration forms part of this
Report. Having regard to the provisions of the second proviso to Section 136(1)
of the Act, the Annual Report excluding the aforesaid information is being sent
to the members of the Company. Any member interested in obtaining such
information may address their email to investors@dcm.in.

Disclosure under Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is enclosed as ‘Annexure — III’, and forms part of this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company with
related parties during the year under review, were in ordinary course of business
of the Company and on arms’ length terms. The related party transactions were
placed before the Audit Committee for review and/ or approval. During the

year, the Company had entered into Material Related Party Transactions i.e.
transactions exceeding ten percent of the annual consolidated turnover as per
the last audited financial statement, with Purearth, an Associate Company. These
transactions were in the ordinary course of business of the Company and on
arms’ length terms, therefore, provisions of Section 188(1) and related disclosure
under 188(2) of the Act were not applicable. However, the details, in this regard,
as required to be provided under Section 134(3)(h) of the Act, are given in Form
AOC-2, which is enclosed as ‘Annexure - IV and forms part of this Annual
Report.

The ‘Policy on Related Party Transactions’ is available on the Company’s website at
https://dcm.in/wp-content/uploads/2024/08/RPT-Policy-DCM-Limited-1.pdf.

Reference of Members is invited to Note no. 41 of the Standalone Financial
Statements, which sets out the related party disclosures as per IND AS-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made and loans given and guarantee /security provided
under Section 186 of the Act, as applicable, are given in the standalone financial
statements. Please refer to note nos. 5,6 and 8 of the standalone financial statements.

Further, pursuant to the approval given by the members, the Company in its
capacity as title holder of land at Bara Hindu Rao / Kishanganj, Delhi (Project
land), in respect of which the development rights were vested with a joint venture
company in terms of SORA, has mortgaged the said land, for loans availed in
connection with development of real estate project on the said Project land by
joint venture company and also by a body corporate who has been developing
residential project along with the said joint venture company. The outstanding
amount of loans, on which mortgage was created, as on March 31, 2025 was
Rs. 74.00 Crores (previous year Rs. 214.92 Crores).

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual
Return of the Company for the financial year 2024-25 is available on the
Company’s website at https://dcm.in/147-2/

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of SEBI Listing Regulations,
forms part of this Annual Report. The certificate dated August 14, 2025 issued by
M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, is enclosed as
‘Annexure - V and forms part of this Annual Report.

DETAILS OF AGREEMENTS SPECIFIED IN CLAUSE 5A TO PARA A OF
PART A OF SCHEDULE III READ WITH REGULATION 30A OF SEBI
LISTING REGULATIONS

GENERAL DISCLOSURE

Your Directors state that during the year under review:

1. There were no deposits accepted by the Company under Chapter V of the
Act;

2. The Company had not issued any shares (including sweat equity shares /
ESOP) to Directors or employees of the Company under any scheme;

3. There was no change in the share capital of the Company;

4. The Company had not issued any equity shares with differential rights as to
dividend, voting or otherwise;

5. The Company has not transferred any amount to the General Reserve;

6. The Statutory Auditors, Cost Auditors and Secretarial Auditors have not
reported any instance of fraud pursuant to Section 143(12) of the Act and
rules made thereunder;

7. No material changes/commitments of the Company have occurred after
the end of the financial year 2024-25 and till the date of this report, which
affect the financial position of your Company;

8. No significant or material order was passed by any Regulator, Court
or Tribunal which impact the ‘going concern’ status and Company’s
operations in future;

9. There were no proceedings initiated/ pending against your Company under
the Insolvency and Bankruptcy Code, 2016;

10. There was no instance of onetime settlement with any Bank or Financial
Institution;

11. The Company has met all its obligations towards repayment of principal
and interest on loans availed, if any;

12. The Company is in compliance of the provisions relating to the Maternity
Benefit Act, 1961, to the extent applicable;

13. The Company has Internal Complaints Committee(s) under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year, there were no cases reported under
the said i.e. Act; and

14. The Company has complied with mandatory applicable Secretarial
Standards issued by Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENT

The Directors wish to acknowledge and thank the Central and State
Governments and all regulatory bodies for their continued support and
guidance. The Directors thank the shareholders, customers, business associates,
Financial Institutions and/or Banks for the faith reposed in the Company and
its management. The Directors place on record their deep appreciation of the
dedication and commitment of your Company’s employees at all levels and look
forward to their continued support in the future as well.

For and on behalf of the Board of Directors
For DCM Limited

Sd/-

Jitendra Tuli

Place: Delhi Chairman

Date: August 14, 2025 DIN: 00272930