Directors Report of DCM Nouvelle Ltd.

Mar 31, 2025

Your Directors present 9th Annual Report on the business and operations of DCM Nouvelle Limited ("DCMNVL"/ the
"Company"), together with the Audited Financial Statements for the Financial Year ended March 31, 2025 and other
accompanying reports, notes, and certificates.

Company Overview

DCM Nouvelle Limited, a leading manufacturer & exporter of 100% cotton carded, combed and compact yarns in single
and two-ply forms count range is Ne 14s to Ne 40s. The Company has a spindle capacity of 1,57,872 located at Hisar with
approx. 40000 MT of annual production.

DCM Nouvelle Limited is managing the magnum opus DCM Textiles, located at Hisar, Haryana and is pioneer in the field
of Cotton Yarn manufacturing. It is a leading manufacturer & exporter of 100% cotton yarn from North India. With the
introduction of brands of premium quality Compact, combed, carded & double yarns, "FUTURO", "PRIMERO" & "DINERO"
respectively and BCI Yarns, DCM Textiles has moved ahead in positioning itself as supplier of quality yarn. DCM Textiles
has successfully engraved its name in domestic markets and have been exporting cotton yarn to more than 30 countries

Financial Performance

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016, with transition date from April 1, 2015.
Accordingly, the financial reports for current financial year 2024-25 and previous financial year 2023-2024 have been
prepared as per Ind AS reporting framework.

The summarized financial highlight is depicted below:

(7 in Lacs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	1,06,619.51	1,08,893.25	1,08,173.66	1,08,758.50
Expenditure	99,158.70	1,08,694.23	1,01729.58	1,09,062.07
Earnings before Interest, Depreciation, Tax and Amortisation (EBITDA)	7,460.81	4,984.77	6,444.08	4,524.23
Interest & Finance Charge	2,610.85	2,510.78	2,636.04	2,517.01
Depreciation and amortisation charge	2,277.29	2,274.97	2,900.87	2,310.79
Profit/(Loss) before Exceptional Items and Tax	2,572.67	199.02	907.17	(303.57)
Exceptional Items	(466.03)	-	(466.03)	-
Profit/(Loss) after Tax	2,267.41	93.00	601.92	(409.59)
Other comprehensive Income/Loss	9.38	(7.02)	9.38	(7.02)
Total comprehensive Income/loss for the year	2,276.79	85.98	611.30	(416.61)

Performance Highlights

DCM Nouvelle Limited has delivered a significantly
improved financial performance in FY 2024-25,
underscoring the strength of its operational strategy and
financial discipline. Despite a marginal dip in revenue, the
Company achieved considerable improvement in
profitability metrics, supported by enhanced cost efficiency
and better utilization of resources.

On a standalone basis, the Company reported total revenue
of '' 1066.19 Cr. for FY 2024-25, slightly lower than
'' 1088.93 Cr. recorded in the previous year. This marginal
decline was offset by strong cost optimization efforts,
resulting in a substantial increase in EBITDA from
'' 49.85 Cr. in FY 2023-24 to '' 74.61 Cr. in FY 2024-25 a
growth of nearly 50%.

The profit before exceptional items and tax rose sharply to
'' 25.73 Cr. from '' 1.99 Cr. in the prior year, indicating a
strong operating turnaround. After accounting for an
exceptional item amounting to '' 4.66 Cr., the net profit for
the year stood at '' 22.67 Cr., compared to '' 0.93 Cr. in FY
2023-24. Total comprehensive income also improved
significantly to '' 22.77 Cr. lakh, up from '' 0.86 Cr. in the
previous year, reflecting improved overall business health.

From a consolidated perspective, DCM Nouvelle reported
total revenue of '' 1075.88 lakh in FY 2024-25, maintaining
relative consistency with the previous years figure of
'' 1080.94 Cr. The consolidated EBITDA increased from
'' 45.24 Cr. to '' 64.44 Cr., driven by better operating
performance across business segments, including the
subsidiary engaged in specialty chemicals.

The consolidated profit before tax and exceptional items
showed a sharp improvement, rising from a loss of '' 3.04
Cr. in FY 2023-24 to a profit of '' 9.07 Cr. in FY 2024-25.
After the exceptional item of '' 4.66 Cr., the consolidated
net profit stood at '' 6.02 Cr., marking a strong recovery
from the previous years net loss of '' 4.09 Cr.
Correspondingly, the total comprehensive income improved
to '' 6.11 Cr. from a negative '' 4.17 Cr. in the prior year.

These results reflect the Company''s focus on financial
resilience, cost discipline, and long-term value creation. The
continued momentum in profitability and improved returns
signal a positive outlook as DCM Nouvelle strengthens its
presence across core and emerging verticals

Dividend and Reserves
Dividend

The Board of Directors of your Company ("Board"), after
considering the relevant circumstances holistically and
keeping in view the Company''s Dividend Distribution Policy,

has decided that it would be prudent not to recommend
any dividend for the year under review.

Dividend Distribution Policy

The Company has formulated a dividend distribution policy
in terms of the requirements of the provisions of Regulation
43A of the SEBI Listing Regulations, as amended. The
Dividend Distribution Policy is available on your Company''s
website on https://www.dcmnvl.com/policies-and-
code.html.

Reserves

The Board of Directors have decided to retain the entire
amount of profit under Retained Earnings. Accordingly, your
Company has not transferred any amount to General
Reserves for the year ended 31 March, 2025.

Change in the Nature of Business

There was no change in nature of the business of the
Company during the financial year ended on March 31,
2025.

Material Changes and Commitments, affecting the
Financial Position of the Company:

There were no material changes and commitments affecting
the financial position of your Company between the end of
FY 2024-2025 and the date of this report, which could have
an impact on your Company''s operation in the future or its
status as a "Going Concern".

Capital Structure

During the year under review, there has been no change in
the capital structure of the Company. As on March 31, 2025,
the Authorised Share Capital was '' 20.05 Cr. divided into
2,00,50,000 Equity Share of Face Value of '' 10/- per share
and Paid-up capital was '' 18.67 Cr. divided into 1,86,77,749
Equity Share of Face Value of '' 10/- per share.

Subsidiaries, Joint Ventures & Associates:

Details of Subsidiaries

As on 31 March 2025, the Company had 1 (One) Subsidiary only as detailed below:

Sr.	Name of Subsidiary	Date of creation	Nature of interest/percentage	Location
No.		of interest	of shareholding
1.	DCM Nouvelle Specialty Chemicals Limited	02.02.2022	Material Subsidiary (87.37%)	India

DCM Nouvelle Specialty Chemicals Limited (DCMSCL) was
incorporated as a Public Limited Company on 02^nd February
2022 under the Companies Act, 2013, having its registered
office in New Delhi, India. DCMSCL is engaged, inter-alia,
in the business of manufacturing of Specialty Chemicals.
The Company holds 87.37% equity shares in DCMSCL as
on March 31, 2025.

During the FY 2024-25, DCMSCL ramped up its production
at its chemical plant situated at, Plot No. 91,92, 93, Industrial
Township DMIC Vikram Udyogpuri, Village Narvar, Ujjain,
Madhya Pradesh- 456 664 and captured the market share
with good response from the domestic and global
customers. During the year, DCMNSCL also got approval
from MP Govt. incentive of '' 21 Crore to be received in 7
years and also received '' 3 Crore in April 25, the company
is in the process of adding new products during the year.

Financial Performance of Subsidiaries

Pursuant to the provisions of Section 129, 134 and 136 of
the Act read with rules made thereunder and Regulation
33 of the SEBI Listing Regulations, your Company has
prepared consolidated financial statements and a separate
statement containing the salient features of financial
statement of subsidiaries, joint ventures, and associates in
Form AOC-1 as "Annexure-A", which forms part of this
Annual Report.

The annual financial statements and related detailed
information of the subsidiary companies shall be made
available to the shareholders of the holding and subsidiary
companies seeking such information on all working days.
Financial statements and related detailed information of
subsidiary company shall also be kept for inspection by any
shareholders during working hours at your Company''s
registered office and that of the respective subsidiary
companies concerned. In accordance with Section 136 of
the Act, the Audited Financial Statements, including
Consolidated Financial Statements and related information
of your Company and audited accounts of each of its
subsidiaries, are available on website of your Company on
https://www.dcmnvl.com/dcm-nouvelle-specialty-
chemicals-limited.html.

Material Subsidiaries

As on March 31, 2025, the Company had 1 (One) unlisted
material subsidiary. Your Company has formulated a policy
for determining Material Subsidiaries. The policy is available
on your Company''s website.

Pursuant to Section 134 of the Act read with rules made
thereunder, the details of developments at the level of
subsidiaries and joint ventures of your Company are covered

in the Management Discussion and Analysis Report, which
forms part of this Annual Report.

Financial Highlights of DCM Nouvelle Specialty
Chemicals Limited

The financial position of the Company as at 31st March 2025
has shown significant improvement compared to the
previous year. The Total Assets increased to '' 97.27 Cr. from
'' 90.98 Cr. as at 31st March 2024, reflecting a growth of
approximately 6.9%. This increase was primarily driven by
higher levels of current assets, including inventories and
receivables, indicating improved operational scale and
business activity.

During the year, the Equity Share Capital rose to '' 44.95 Cr.
from '' 28.47 Cr. in the previous year, following the successful
issuance of 1,64,77,040 equity shares through a rights issue.
The fresh capital infusion has strengthened the Company''s
capital base. Simultaneously, Other Equity improved
markedly to '' 42.61 Cr. from '' 26.89 Cr. in FY 2023-24,
largely due to the receipt of securities premium amounting
to '' 32.54 Cr. Despite a net loss for the year, the capital
raise offset the impact and significantly enhanced
shareholders'' funds.

As a result, the Total Equity of the Company increased to
'' 87.56 Cr. from '' 53.36 Cr., reflecting a robust capital
structure and strong investor confidence.

On the liabilities side, Non-Current Liabilities decreased to
'' 0.81 Cr. from '' 29.59 Cr., primarily due to repayment of
long-term borrowings. In contrast, Current Liabilities
increased to '' 8.89 Cr. from '' 6.03 Cr. in the previous year.
This increase was mainly attributable to higher trade
payables and short-term borrowings, indicating increased
procurement and production activity.

The Non-Current Assets marginally declined to '' 75.54 Cr.
compared to '' 78.59 Cr. in FY 2023-24, reflecting controlled
capital expenditure during the year. However, Current Assets
grew substantially to '' 21.72 Cr. from '' 12.39 Cr., largely
due to higher inventory levels and trade receivables,
consistent with increased business volumes.

Overall, the Company''s Balance Sheet as at 31st March 2025
reflects a significantly strengthened equity base, prudent
liability management, and improved liquidity, positioning
it well for future growth.

Directors and Key Managerial Personnel
Board of Directors

The composition of the Board of Directors of the
Company is in accordance with the provisions of Section
149 of the Act and Regulation 17 of the SEBI Listing

Regulations, with an appropriate combination of
Executive, Non-Executive, and Independent Directors.

The Board of the Company has 7 (Seven) Directors
comprising of 1 (One) Managing Director, 1 (One)
WholeTime Director, 2 (Two) Non-Executive Non
Independent Director and 3 (Three) Independent
Directors (including a Woman Director). The complete
list of Directors of the Company along with their brief
profile has been provided in the Report on Corporate
Governance forming part of this Annual Report.

Further, all the Directors and Senior Management
Personnel of the Company affirmed compliance with the
Code of Conduct for the financial year 2024-25 and the
declaration in this respect appears elsewhere in the
Annual Report.

Directors

Following are the directors of the Company as at 31^st
March, 2025

A) Mr. Hemant Bharat Ram- Executive-Managing Director

B) Dr. Vinay Bharat Ram- Executive-Whole Time Director

C) Dr. Meenakshi Nayar- Chairperson-Independent
Director

D) Mr. Kulbir Singh- Independent Director

E) Mr. Vivek Chhachhi-Independent Director

F) Mr. Rakesh Goel- Non-Executive-Non-Independent
Director

G) Mr. Jitendra Tuli- Non-Executive-Non-Independent
Director

During the financial year under review, the Members
approved the following re-appointment of Directors:

Re-appointment of Mr. Hemant Bharat Ram (DIN
00150933) as the Managing Director of the Company with
effect from April 1, 2024 to March 31, 2029.

Re-appointment of Dr. Vinay Bharat Ram (DIN 00052826)
as the Whole Time Director of the Company with effect
from April 1, 2024 to March 31, 2029.

Re-appointment of Dr. Meenakshi Nayar (DIN 06866256)
as Independent Directors for a second consecutive term
of five years from April 23, 2024 upto April 22, 2029.

Key Managerial Personnel (KMP)

As on the date of this report, the following are Key
Managerial Personnel ("KMPs") of the Company as per
Sections 2(51) and 203 of the Act:

1. Mr. Hemant Bharat Ram, Managing Director

2. Dr. Vinay Bharat Ram, Whole Time Director

3. Mr. Vivek Kaushal, Chief Executive Officer*

4. Mr. Sandeep Kumar Jain, Chief Financial Officer

5. Mr. Mohd Sagir, Company Secretary**

6. Mr. Nitish Nautiyal, Company Secretary***

* Mr. Vivek Kaushal appointed as Chief Executive Officer
w.e.f May 28, 2024

** Mr. Mohd. Sagir, Resigned from the post of Company
Secretary and Compliance officer of the Company w.e.f
December 31, 2024.

*** Mr. Nitish Nautiyal appointed as Company Secretary
and Compliance officer of the Company w.e.f February 21,
2025.

Directors retiring by rotation

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company, Dr.
Vinay Bharat Ram, Director of the Company shall retire
by rotation at the ensuing Annual General Meeting. Dr.
Vinay Bharat Ram, being eligible, has offered himself for
reappointment. The Board recommends his appointment
for your approval in the best interests of the Company.
A special resolution is proposed and forms part of the
Notice seeking approval of the shareholders for his
reappointment. The relevant details of Dr. Vinay Bharat
Ram form part of the Notice convening 9th AGM.

Independent Directors

The Independent Directors had submitted their
disclosures to the Board that they fulfil the requirements
as stipulated under Section 149(6) of the Act and
Regulation 25(8) of Listing Regulations. There had been
no change in the circumstances affecting their status as
Independent Directors of the Company to qualify
themselves to be appointed as Independent Directors
under the provisions of the Act and the relevant
regulations. The Independent Directors have given the
declaration under Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014
confirming compliance with Rule 6(1) and (2) of the said
Rules that their names are registered in the databank as
maintained by the Indian Institute of Corporate Affairs
("IICA").

In the opinion of Board, Dr. Meenakshi Nayar, Mr. Vivek
Chhachhi and Mr. Kulbir Singh are persons of integrity
and fulfils requisite conditions as per applicable laws and
are independent of the management of the Company.

During the year under review, the non-executive directors
of the Company had no pecuniary relationship or

transactions with the Company, other than sitting fees,
and reimbursement of expenses, if any.

None of the Independent Non-Executive Directors held
any equity shares of your Company during the financial
year ended 31 March, 2025.

Committees of the Board

The Company has duly constituted the following mandatory
Committees in terms of the provisions of the Act & Listing
Regulations read with rules framed thereunder viz.

a) Audit Committee:

b) Nomination and Remuneration Committee;

c) Stakeholder''s & Finance Facilitation Committee;

d) Corporate Social Responsibility; and

e) Risk Management Committee.

The Composition of all above Committees, number of
meetings held during the year under review, brief terms of
reference and other details have been provided in the
Corporate Governance Report which forms part of this
Annual Report. All the recommendations made by the
Committees were accepted by the Board.

Meetings of the Board of Directors

The details of composition of the Board, its committees,
their meetings held and attendance of the Directors at
such meetings are provided in the Corporate Governance
Report, which is a part of this Report.

Independent Directors'' Meeting

The Independent Directors of the Company convened a
meeting on July 29, 2024, without the presence of Non¬
Independent Directors and members of the management.
During the meeting, the Independent Directors
undertook a review of the performance of the Non¬
Independent Directors, the various Committees of the
Board, and the Board as a whole. The performance of
the Chairperson was also evaluated, considering the views
of both Executive and Non-Executive Directors.
Additionally, the Independent Directors assessed the
quality, quantity, and timeliness of the flow of information
between the management and the Board, which is
essential for the Board to discharge its duties effectively
and efficiently.

Board Evaluation Process

In accordance with the provisions of the Companies Act
and the Listing Regulations, the Board of Directors
conducted its annual evaluation, which encompassed an
assessment of the overall performance of the Board, its

committees, and Individual Directors. The evaluation
process involved obtaining feedback from all Directors
through a structured questionnaire. This questionnaire
enabled Directors to rate performance on a scale of one to
five, based on a defined set of criteria:

a) Board Evaluation:

The performance of the Board was assessed on
parameters such as the fulfilment of key responsibilities,
effectiveness of Board structure and composition, clarity
in the roles and responsibilities assigned to various
committees, quality and timeliness of information flow,
effectiveness of Board processes, Board culture and
dynamics, and the quality of engagement between the
Board and management.

b) Committee Evaluation:

Committee performance was reviewed based on the
discharge of key responsibilities, appropriateness of
composition, quality and effectiveness of meetings,
working dynamics, and the nature of interactions with
the Board and senior management.

c) Individual Director Evaluation:

Individual Directors were evaluated on criteria including
their adherence to the independence requirements
prescribed under the Listing Regulations, objectivity in
judgment, level of preparedness, active participation
and quality of contribution at Board and Committee
meetings, and support extended to management
beyond meetings.

These evaluation parameters are broadly aligned with
the Guidance Note on Board Evaluation issued by SEBI
on January 5, 2017.

The Nomination and Remuneration Committee (NRC)
also reviewed the performance of individual Directors.
Further, a separate meeting of the Independent
Directors was held wherein the performance of Non¬
Independent Directors and the overall functioning of
the Board were evaluated. Inputs from Non-Executive
Directors were also considered during the process.

The NRC and the Board discussed the feedback
received, focusing on the value added by each Director
in Board and Committee deliberations, including their
level of preparation, constructive insights, and active
engagement during meetings.

Subsequently, in the Board meeting following the
meetings of the NRC and the Independent Directors,
the collective performance of the Board, its Committees,
and each Director was reviewed and discussed.

As per regulatory requirements, the performance of
each Independent Director was evaluated by the entire
Board, excluding the Director being assessed.

Familiarization Program for Independent Directors

In compliance with the requirements of Listing
Regulations, the Company has put in place a framework
for Directors'' Familiarization Programme to familiarize
the Independent Directors with their roles, rights and
responsibilities, strategy planning, manufacturing
process, subsidiaries business strategy, factory visit, CSR
site visit, Amendments in law and Company''s codes &
policies. The details of the familiarization programme
conducted during the financial year under review are
explained in the Corporate Governance Report. The same
is available on Company''s website and accessible through
https://www.dcmnvl.com/policies-and-code.html.

Remuneration Policy

The Board has, on the recommendation of the Nomination
and Remuneration Committee, approved a policy for
selection and appointment of Directors, Key Managerial
Personnel, Senior Management and for determining their
remuneration. The Policy of the Company on directors''
appointment and remuneration, including the criteria for
determining qualifications, positive attributes,
independence of a director and other matters, as required
under sub-section (3) of Section 178 of the Companies Act,
2013, is available on Company''s website and accessible
through https://www.dcmnvl.com/policies-and-code.html.

Directors'' Responsibility Statement

Based on the internal control framework and compliance
systems established and maintained by the Company, as
well as the reports and assurances provided by the Internal
Auditors, Statutory Auditors, and Secretarial Auditors—
including the audit of internal financial controls over
financial reporting conducted by the Statutory Auditors—
and the reviews undertaken by Management and various
Board Committees, including the Audit Committee, the
Board is of the considered opinion that the Company''s
internal financial controls were adequate and operating
effectively during the Financial Year 2024-25.

Accordingly, pursuant to Sections 134(5) of the Act, the
Board of Directors, to the best of its knowledge and ability,
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 and there
are no material departures;

b) they have 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 at
the end of the Financial Year and of the profit of the
Company for that period;

c) they have taken proper and sufficient care 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) they have prepared the Annual Accounts for the
Financial Year ended March 31, 2025 on a going
concern basis;

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

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

Internal Financial Control Systems and their Adequacy

The Company has established and maintained adequate
internal financial controls pertaining to the preparation and
presentation of its financial statements. These controls are
designed to provide reasonable assurance regarding the
accuracy and reliability of financial and operational
information, as well as compliance with applicable laws and
regulations.

During the year under review, the internal financial controls
were found to be operating effectively, and no material
weaknesses were identified.

Risk Management

In compliance with Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, the
Board of Directors has constituted a Risk Management
Committee on voluntarily basis to formulate, implement,
and oversee the risk management framework of the
Company. The Committee comprises the Managing
Director, Chief Executive Officer, one Independent Director,
and one Non-Executive Non-Independent Director.

The primary responsibility of the Risk Management
Committee is to monitor and review the risk management
plan and evaluate its effectiveness in mitigating key business
risks. The Committee ensures that appropriate risk
management systems are in place and functioning
effectively across the organization.

In addition to the Risk Management Committee, the Audit
Committee provides supplementary oversight in relation
to financial risks and internal controls.

Major risks identified across various business functions are
systematically addressed through appropriate mitigation
strategies on an ongoing basis. The Company''s risk
management framework is designed to enable the
identification, assessment, and management of potential
risks that, in the opinion of the Board, may threaten the
continuity or performance of the business.

A detailed discussion on the Company''s risk management
initiatives and the key elements of risk is included in the
Management Discussion and Analysis section, which forms
an integral part of this Report.

Corporate Social Responsibility (CSR)

DCM Nouvelle''s Corporate Social Responsibility (CSR)
initiatives are fully aligned with the provisions of Section
135 of the Companies Act, 2013. A brief outline of the
Company''s CSR Policy and the CSR activities undertaken
during the financial year are provided in Annexure-C to
this Report, in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
Additional information regarding the CSR Committee is
available in the Corporate Governance Report, which forms
part of this Annual Report. The CSR Policy of the Company
is also accessible on the Company''s website.

During the financial year 2024-25, the Company continued
its commitment to Corporate Social Responsibility (CSR) in
alignment with Section 135 of the Companies Act, 2013.
The CSR obligation for the year was '' 1.26 Cr., derived from
2% of the average net profit of '' 63.37 Cr. The Company
spent a total of '' 1.29 Cr. on CSR initiatives, exceeding its
statutory requirement by '' 2.60 Lakh (after adjusting an
opening excess of '' 0.63 Lakh), which will be available for
set-off in subsequent years. The primary focus remained
on educational development in the local area of Hisar,
Haryana, particularly through ongoing support to HTM
Educational Society. Major projects included retrofitting and
renovation of an auditorium, computer lab upgrades,
drinking water infrastructure, and provision of essential
facilities such as RO systems and air conditioners. The
Company transferred '' 0.75 Cr. towards ongoing projects,
with '' 0.54 Cr. spent during the year. No amount was spent
on administrative overheads or impact assessments. All
projects were implemented either directly or through
registered CSR partners, and the CSR Committee met four
times to oversee execution and compliance.

Statutory Auditors & Auditors'' Report
Statutory Auditors

M/s Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013), were appointed
as the Statutory Auditors of the Company for a period of
five years, commencing from the conclusion of the 4th
Annual General Meeting (AGM) until the conclusion of the
9th AGM.

The current term of the Statutory Auditors will expire at
the ensuing 9th AGM. Based on the recommendation of
the Audit Committee, the Board of Directors, at its meeting
held on August 13, 2025, approved the re-appointment of
M/s Walker Chandiok & Co LLP, Chartered Accountants, as
the Statutory Auditors of the Company for a further term
of five years, to hold office from the conclusion of the 9th
AGM until the conclusion of the 14th AGM, subject to the
approval of the members at the forthcoming AGM.

In this regard, the Company has received a consent letter
and an eligibility certificate from M/s Walker Chandiok &
Co LLP, confirming their willingness and eligibility for re¬
appointment in accordance with the provisions of the
Companies Act, 2013 and applicable rules framed
thereunder.

Auditors'' Report

The observations of the Auditors in their report on Accounts
and the Financial Statements, read with the relevant notes
are self-explanatory. The Audit Report does not contain any
qualification, reservation, adverse remark, or disclaimer.

Cost Auditor

As per the requirements of the Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014
as amended from time to time, your Company is required
to maintain cost records and accordingly, such accounts
are made and records have been maintained every year.

The Board had appointed, M/s. KG Goyal & Associates Cost
Accountants, as the Cost Auditors to conduct the audit of
the cost records of the Company for the financial year ended
March 31, 2025. The Cost Auditor has given the Cost Audit
Report for the financial year ended March 31, 2025, and
the Cost Audit Report does not contain any qualification,
reservation, or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013 read
with The Companies (Cost Records and Audit) Amendment
Rules, 2014, the Directors on the recommendation of the
Audit Committee, re-appointed M/s. KG Goyal & Associates
Cost Accountants, to audit the cost accounts of the
Company for the financial year ending March 31, 2026 on a

remuneration of '' 65,000/- plus GST & out of pocket
expenses, if any.

As required under the Companies Act, 2013, the
remuneration payable to the cost auditor is required to be
placed before the Members in a general meeting for their
ratification.

Accordingly, a resolution seeking Member''s ratification for
the remuneration payable to M/s. KG Goyal & Associates,
Cost Accountants for the financial year ending March 31,
2026, is proposed in the Notice convening the Annual
General Meeting.

Internal Auditors

Your Directors, during the year under review, appointed
M/s A. Gandhi & Associates, Chartered Accountants,
Chandigarh (Firm Registration No.007023N), to act as the
Internal Auditors of the Company for the financial year 2025¬
26 pursuant to section 138 of the Companies Act, 2013 read
with The Companies (Accounts) Rules, 2014.

Auditor''s Report and Secretarial Audit Report

The statutory auditor''s report and the secretarial auditor''s
report do not contain any qualifications, reservations, or
adverse remarks or disclaimer.

Secretarial Auditors

The Board has appointed M/s Pragyna Pradhan and
Associates, Practicing Company Secretaries, to conduct
Secretarial Audit for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended March
31, 2025, is annexed as Annexure-B and forms an integral
part of this Report

During the period under review, the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards etc. covered under the Secretarial Audit. The
Secretarial Audit Report does not contain any qualification,
reservation, or adverse remark.

Pursuant to Regulation 24A of the Listing Regulations read
with Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors of the Company on
recommendation of the Audit Committee proposed
appointment of M/s Pragyna Pradhan and Associates,
Practicing Company Secretaries, as the Secretarial Auditors
of the Company for a term of five (5) consecutive years,
commencing from the Financial Year 2025-26 till Financial
Year 2029-30, subject to approval of Members at the AGM.
Accordingly, a resolution seeking approval by the Members
is listed in the AGM Notice as Special Business.

M/s Pragyna Pradhan and Associates, Practicing Company
Secretaries, have confirmed their eligibility under Section
204 of the Act and the rules framed thereunder, Regulation
24A of the Listing Regulations for appointment as Secretarial
Auditors of the Company. As required under the Listing
Regulations, the Auditor have also confirmed that they hold
a valid certificate issued by the Peer Review Board of The
Institute of Company Secretaries of India.

Secretarial Audit of Material Unlisted Indian Subsidiary

As per the requirements of SEBI Listing Regulations, the
Practicing Company Secretaries appointed by material
subsidiary of your Company undertook secretarial audit of
the subsidiary for FY 2024-25. Each secretarial audit report
confirms that the relevant material subsidiary has complied
with the provisions of the Act, rules, regulations, and
guidelines and that there were no deviations or non¬
compliances. The secretarial audit reports of material
subsidiary form part of this Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the
financial year under review, as stipulated under Regulation
34(2)(e) of Listing Regulations is presented in a separate
section forming part of the Annual Report.

Corporate Governance Report

The Company adheres to the corporate governance
standards set forth under Chapter IV of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A comprehensive Corporate Governance Report,
detailing our compliance with these regulations, is
presented in a dedicated section of this Annual Report.

Additionally, a certificate from a Practicing Company
Secretary, affirming our compliance with the prescribed
corporate governance norms, is annexed to the Corporate
Governance Report.

Business Responsibility & Sustainability Report (BRSR)

In accordance with the Securities and Exchange Board of
India (SEBI) regulations, the top 1,000 listed companies by
market capitalisation are mandated to include the Business
Responsibility and Sustainability Report (BRSR) as part of
their Annual Report. As per the market capitalisation of the
Company as on March 31, 2025, your Company does not
fall within this threshold.

Nonetheless, demonstrating its commitment to robust
corporate governance and sustainable business practices,
the Company has voluntarily adopted the BRSR framework
for the financial year 2024-25. Consequently, the BRSR is
an integral component of this Annual Report.

Investor Education and Protection Fund (IEPF)

The Company has not declared or paid any dividend in the
past. Accordingly, there is no requirement for the transfer
of unpaid or unclaimed dividend to the Investor Education
and Protection Fund (IEPF) under the applicable provisions
of the IEPF Rules.

Pursuant to the provisions of Sections 124 and 125 of the
Companies Act, 2013, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), any unclaimed amount
arising out of fractional entitlements, which remains
unclaimed for a period of seven years or more, is required
to be transferred to the IEPF administered by the Central
Government, along with the corresponding shares, if any,
to the demat account of the IEPF Authority.

In compliance with the IEPF Rules, the Board of Directors
has appointed Mr. Sandeep Kumar Jain, Chief Financial
Officer, as the Nodal Officer of the Company. He is
responsible for verifying claims of shareholders related to
shares and/or dividend amounts transferred to the IEPF,
and for liaising with the IEPF Authority.

Details of the Nodal Officer are available on the Company''s
website.

Transactions With Related Parties

In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a policy on
Related Party Transactions and the same can be accessed
on the Company''s website and accessible through https://
www.dcmnvl.com/policies-and-code.html.

All Related Party Transactions, that were entered into during
the Financial Year under review, were on at arm''s length
basis, and in the ordinary course of business and are in
compliance with the applicable provisions of the Act and
the Listing Regulations. There were no materially significant
Related Party Transactions made by the Company during
the year that required shareholders'' approval under
Regulation 23 of the Listing Regulations. All Related Party
Transactions are placed before the Audit Committee for
prior approval.

None of the transactions entered into with Related Parties
fall under the scope of Section 188(1) of the Act. Details of
transactions with Related Parties as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in "Annexure - D" in Form
AOC - 2 and forms part of this Report.

Pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations, your Company has filed half yearly

reports to the stock exchanges, for the related party
transactions.

Insurance

The Company has obtained adequate insurance coverage
for all its assets to safeguard against foreseeable risks and
perils. This ensures comprehensive protection of the
Company''s assets and business operations.

Compliance with secretarial standards

Your Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.

Code for prevention of insider trading

In compliance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, the
Company has established a comprehensive Code of
Conduct ("Code") to regulate, monitor, and report trading
in the Company''s securities by designated persons and their
immediate relatives.

The Code outlines the procedures to be followed by
designated persons when trading in the Company''s shares
and addresses the handling of Unpublished Price Sensitive
Information ("UPSI"). It includes provisions for maintaining
a structured digital database, implementing mechanisms
to prevent insider trading, and ensuring the confidentiality
and proper dissemination of UPSI. Furthermore, the Code
encompasses practices and procedures for the fair
disclosure of UPSI, aligning with the principles set forth in
Schedule A of the SEBI (Prohibition of Insider Trading)
Regulations, 2015.

A copy of the Code is available on the Company''s website

Particulars of Loans, Guarantees and Investments

Particulars of the loans given, investments made or
guarantees given covered under the provisions of Section
186 of the Act, are provided in the Notes of the Standalone
Financial Statements.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013
and rules made thereunder, your Company has laid down a
Prevention of Sexual Harassment (POSH) Policy and has
constituted Internal Complaints Committees (ICs), at all
relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICs includes
external members with relevant experience. The ICs,

presided by senior women, conduct the investigations and
make decisions at the respective locations. Company has
zero tolerance on sexual harassment at the workplace. The
ICs also work extensively on creating awareness on

relevance of sexual harassment issues, including while
working remotely. The employees are required to undergo
a mandatory training/ certification on POSH to sensitize
themselves and strengthen their awareness.

Sr. No	Particulars	Status
1.	Number of complaints of sexual harassment received in the year;	NIL
2.	Number of complaints disposed off during the year	NIL
3.	Number of cases pending for more than ninety days	NIL

All new employees go through a detailed personal
orientation on anti-sexual harassment policy adopted by
your Company.

Statement by the company with respect to the
compliance to the provisions relating to the Maternity
Benefits Act, 1961.

During the year under review, the Company has complied
with the provisions of the Maternity Benefit Act, 1961, to
the extent applicable. The Act ensures the protection of
employment and entitlements of women employees during
the period of maternity, and the Company remains
committed to supporting the health, safety, and welfare of
its female workforce.

The Company has implemented the requisite policies and
procedures in line with the amended provisions of the Act,
including the extended duration of paid maternity leave,
provision for nursing breaks, and prohibition of dismissal
during maternity leave. All eligible female employees were
granted maternity benefits as per the statutory norms.

Vigil Mechanism/Whistle Blower Policy

Your Company has adopted a whistle blower policy and
has established the necessary vigil mechanism for directors
and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate
reporting of the genuine concerns about unethical or
improper activity, without fear of retaliation.

The policy provides for adequate safeguards against
victimization of directors/employees who avail of the
mechanism and provides for direct access to the
Chairperson of the Audit Committee.

The Whistle Blower Policy is available on Company''s website
and accessible through https://www.dcmnvl.com/policies-
and-code.html.

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 - E and forms part of this Report.

Cyber Security

In response to the escalating threat landscape, the Company
conducts periodic assessments of its cybersecurity maturity
to ensure alignment with evolving risk scenarios. This
proactive approach involves enhancing processes and
implementing advanced technological controls to fortify
our defences.

Our technology infrastructure is equipped with real-time
security monitoring capabilities, encompassing multiple
layers—from end-user devices to network systems,
applications, and data repositories. This comprehensive
monitoring framework enables the timely detection and
mitigation of potential threats, thereby safeguarding the
integrity and confidentiality of our information assets

During the year under review, your Company did not face
any incidents or breaches or loss of data breach in cyber
security.

Event Occurred After Balance Sheet Date

No major events have occurred after the date of balance
sheet of the Company for the year ended on March 31,
2025.

Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as
required under Section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is set out in Annexure - F to this

report. In accordance with the provisions of Sections 197(12)
& 136(1) of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the list pertaining to the names and other particulars of
employees drawing remuneration in excess of the limits as
prescribed under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
set out in Annexure - G to this report.

Industrial Relations

The Industrial Relations scenario continued to be cordial
during the year under review.

Deposits

The Company has not accepted any deposits from public,
during the year under review, within the meaning of Section
73 of the Act read with the Companies (Acceptance of
Deposit) Rules, 2014. No amount on account of principal
or interest on deposits from public was outstanding as on
the date of the balance sheet.

Extract of annual return

Pursuant to the provisions of Section 92(3) of the Act read
with the Companies (Management and Administration)
Rules, 2014 and Section 134(3)(a) of the said Act, the Annual
Return containing details as of March 31, 2025, is available
on the Company''s website and accessible through https://
www.dcmnvl.com/annual-return.html.

Credit rating

During the year ended March 31, 2025, CRISIL Limited, a
renowned credit rating agency has reaffirmed our rating to
CRISIL BBB/Stable and CRISIL A3 to the long-term and
short-term rating respectively on borrowings availed by the
Company.

Frauds reported by the auditors

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and / or to the Board as required under Section
143(12) of the Act and the rules made thereunder.

General

Neither the Chairperson nor the Managing Director of your
Company received any remuneration or commission from
any of the subsidiaries of your Company.

Your directors state that no disclosure or reporting is
required in respect of the following items, as there were no
transactions/events of these nature during the year under
review:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to
employees of your Company under any scheme.

3. Signicant or material orders passed by the Regulators
or Courts or Tribunals which impact the going concern
status and your Company''s operation in future.

4. Voting rights which are not directly exercised by the
employees in respect of shares for the subscription/
purchase of which loan was given by your Company
(as there is no scheme pursuant to which such persons
can benecially hold shares as envisaged under Section
67(3)(c) of the Act).

5. Application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks
or Financial Institutions.

7. Revision of financial statements and Directors'' Report
of your Company.

Cautionary Statement

Statements in the Annual Report, including those which
relate to Management Discussion and Analysis describing
the Company''s objectives, projections, estimates and
expectations, may constitute ''forward looking statements''
within the meaning of applicable laws and regulations.
Although the expectations are based on reasonable
assumptions, the actual results might differ.

Green Initiatives

The Company remains committed to environmental
sustainability and endeavors to utilize natural resources
responsibly and efficiently. As part of its green initiatives in
corporate governance, and in line with the circulars issued
by the Ministry of Corporate Affairs (MCA) Circular Nos.
17/2011 and 18/2011 dated April 21, 2011 and April 29,
2011, respectively the Company has adopted the practice
of sending official documents to shareholders electronically.

Furthermore, the MCA, through its subsequent circulars
dated April 8, 2020; January 13, 2021; December 12, 2021;
December 14, 2021; May 5, 2022; December 28, 2022;
September 25, 2023; and September 19, 2024, has permitted
companies to convene Annual General Meetings (AGMs)
via Video Conferencing (VC) or Other Audio-Visual Means
(OAVM). In view of this, and to ensure seamless
participation, shareholders are kindly requested to update
their email addresses with their respective depository
participants to receive the e-AGM link and related

documents electronically. In accordance with the
aforementioned MCA circulars, the Notice convening the
9th Annual General Meeting, along with the Audited
Financial Statements, Board''s Report, Auditor''s Report, and
other relevant documents, will be sent to shareholders at
their registered email addresses.

We urge all shareholders to ensure their contact details,
particularly email addresses, are updated to facilitate timely
and effective communication.

CEO and CFO Certification:

As required under Regulation 17(8) of the SEBI Listing
Regulations, the CEO and CFO of your Company have
certified the accuracy of the Financial Statements, the Cash
Flow Statement and adequacy of Internal Control Systems
for financial reporting for the financial year ended March
31, 2025. Their Certificate is annexed to this Directors''
Report.

Acknowledgement

Your Directors express their sincere gratitude to the
Government of India, various State Governments, and the

concerned Government departments for their unwavering
support and guidance throughout the year. We also extend
our heartfelt thanks to our financial institutions and banking
partners for their continued assistance.

We are deeply appreciative of the trust and confidence
reposed in the Company by our esteemed shareholders,
customers, suppliers, and business associates. Your steadfast
support has been instrumental in our progress and success.

A special note of appreciation is due to our dedicated
employees at all levels, whose commitment and hard work
have been pivotal in driving the Company''s growth and
excellence. Their contributions continue to be the
cornerstone of our achievements.

For and on behalf of the Board

Dr Meenakshi Nayar
Chairperson
DIN:06866256

Place : New Delhi
Date : August 13, 2025

---

Mar 31, 2024

Your Directors present the 8th Annual Report on the business and operations of DCM Nouvelle Limited ("DCMNVL"/ the "Company"), together with the audited financial statements for the financial year ended March 31, 2024 and other accompanying reports, notes, and certificates.

Company Overview

DCM Nouvelle Limited, a leading manufacturer & exporter of 100% cotton carded, combed and compact yarns in single and two-ply forms in count Range is Ne 14s to Ne 40s. The Company has a spindle capacity of 1,57,872 located at Hisar with Approx. 40000 MT of annual production.

Financial Performance

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016, with transition date from April 1, 2015. Accordingly, the financial reports for current financial year 2023-2024 and previous financial year 2022-2023 have been prepared as per Ind AS reporting framework.

The summarized financial highlight is depicted below:

(? in Lacs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Revenue	1,08,893.25	87,032.76	1,08,758.50	87,023.96
Expenditure	1,08,694.23	84,654.63	1,09,062.07	84,906.82
Earnings before Interest, Depreciation, Tax and Amortisation (EBITDA)	4,984.77	3,993.26	4,524.23	3,740.77
Interest & Finance Charge	2,510.78	616.32	2,517.01	621.94
Depreciation and amortisation charge	2,274.97	998.81	2,310.79	1,001.69
Profit/(Loss) before Exceptional Items and Tax	199.02	2,378.13	(303.57)	2,117.14
Exceptional Items	-	294.08	-	294.08
Profit/(Loss) after Tax	93.00	1,427.04	(409.59)	1,166.05
Other comprehensive Income/Loss	(7.02)	13.58	(7.02)	13.58
Total comprehensive Income/loss for the year	85.98	1,440.62	(416.61)	1,179.63

Subsidiaries, Joint Ventures & Associates:

Details of Subsidiaries

As on 31 March 2024, the Company had 1 (One) Subsidiary only as detailed below:

Sr.	Name of Subsidiary	Date of creation	Nature of interest/percentage	Location
No.		of interest	of shareholding
1.	DCM Nouvelle Specialty Chemicals Limited	02.02.2022	Material Subsidiary (81.390%)	India

Performance Highlights

On a standalone basis, the revenue for FY 2024 was '' 1088.94 crore, increased by 25.11 percent over the previous years revenue of '' 870.33 crore. The profit after tax ("PAT") attributable to shareholders for FY 2024 was '' 0.93 crores lower by 93.48 percent over the PAT of '' 14.27 crore in FY 2023.

On a consolidated basis, the revenue for FY 2024 was '' 1087.59 crore, The Loss after tax attributable to shareholders and non-controlling interests for FY 2024 was '' 4.10 crore as against a PAT of '' 11.66 crore in FY 2023.

Dividend and Reserves Dividend

The Board of Directors of your Company ("Board"), after considering the relevant circumstances holistically and keeping in view the Company''s Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for the year under review.

Dividend Distribution Policy

The Company has formulated a dividend distribution policy in terms of the requirements of the provisions of Regulation 43A of the SEBI Listing Regulations, as amended. The Dividend Distribution Policy is available on your Companys website on weblink.

Reserves

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2024.

Change in the Nature of Business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2024.

DCM Nouvelle Specialty Chemicals Limited (DCMSCL) was incorporated as a Public Limited Company on 02nd February 2022 under the Companies Act, 2013, having its registered office in New Delhi, India. DCMSCL is engaged, inter-alia, in the business of manufacturing of specialty Chemicals. The Company holds 81.390% equity shares in DCMSCL as on March 31, 2024.

During the FY 2023-24, DCMSCL completed the commissioning of Chemical plant situated at Ujjain, Madhya Pradesh. This state-of-the-art facility is expected to cater to the rising demand for the Company''s new products.

During the FY 2023-24, DCMSCL has commenced its commercial production for the products Benzylamine (BA) and Dibenzylamine (DBA).

DCMSCL has also identified some new products for Phase-II, the evaluation of which is underway.

During the FY 2023-24, DCMSCL also raised Rs. 29.00 Crore from its existing shareholder and Rs. 28.94 Crore as Secured Long Term Debt from the Company at 10.25 % p.a.

Financial Performance of Subsidiaries

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures, and associates in Form AOC-1, which forms part of this Annual Report.

Material Changes and Commitments, affecting the Financial Position of the Company:

There were no material changes and commitments affecting the financial position of your Company between the end of FY24 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a "Going Concern".

Capital Structure

During the year under review, there has been no change in the capital structure of the Company. As on March 31, 2024, the Authorised Share Capital was Rs. 20,05,00,000/- and Paid-up capital was Rs. 18,67,77,490/-.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days. Financial statements and related detailed information of subsidiary company shall also be kept for inspection by any shareholders during working hours at your Company''s registered office and that of the respective subsidiary company concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company on weblink.

Material Subsidiaries

As on March 31, 2024, the Company had 1 (One) unlisted material subsidiary. Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your Company''s website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

Board of Directors

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive, and Independent Directors.

The Board of the Company has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One) WholeTime Director, 2 (Two) Non-Executive Non Independent Director and 3 (Three) Independent Directors (including a Woman Director). The complete list of Directors of the Company along with their brief profile has been provided in the Report on Corporate Governance forming part of this Annual Report.

Further, all the Directors and senior management personnel of the Company affirmed compliance with the Code of Conduct for the financial year 2023-24 and the declaration in this respect appears elsewhere in the Annual Report.

Directors

During the year, the Members approved the following re-appointment of Directors:

1. Re-appointment of Mr. Hemant Bharat Ram (DIN 00150933) as the Managing Director of the Company with effect from 01 April, 2024 to 31st March 2029.

2. Re-appointment of Dr. Vinay Bharat Ram (DIN 00052826) as the Whole Time Director of the Company with effect from 01 April, 2024 to 31st March 2029.

3. Re-appointment of Dr. Meenakshi Nayar (DIN 06866256) as Independent Directors for a second consecutive term of five years from April 23, 2024 upto April 22, 2029.

Key Managerial Personnel (KMP)

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Hemant Bharat Ram, Managing Director,

2. Mr. Vivek Kaushal, Chief Executive Officer*

3. Mr. Sandeep Kumar Jain, Chief Financial Officer and

4. Mr. Mohd Sagir, Company Secretary * Appointed w.e.f May, 28.2024 Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.

Rakesh Goel, Director of the Company shall retire by rotation at the ensuing Annual General Meeting. Mr. Rakesh Goel, being eligible, has offered himself for reappointment. The Board recommends his appointment for your approval in the best interests of the Company. An ordinary resolution is proposed and forms part of the Notice seeking approval of the shareholders for his reappointment. The relevant details of Mr. Rakesh Goel form part of the Notice convening 08th AGM.

Independent Directors

The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA").

In the opinion of the Board, Dr. Meenakshi Nayar, Mr. Vivek Chhachhi and Mr. Kulbir Singh are persons of integrity and fulfill requisite conditions as per applicable laws and are independent of the management of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31 March, 2024.

Committees of the Board

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act & Listing Regulations read with rules framed thereunder viz.

a) Audit Committee:

b) Nomination and Remuneration Committee;

c) Stakeholder''s & Finance Facilitation Committee;

d) Corporate Social Responsibility; and

e) Risk Management Committee.

The Composition of all above Committees, number of

meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

Meetings of the Board of Directors

The details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.

Independent Directors Meeting

The Independent Directors met on July 29, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees, and the Board as a whole along with the performance of the Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, performance of Board Committees and Individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board, the Committees and Individual Directors was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on scale of one to five based on the following criteria:

a) Criteria for Board performance evaluation includes degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to committees, effectiveness of board processes, information and functioning, board culture and dynamics, quality of relationship between the Board and the management.

b) Criteria for Committee performance evaluation includes degree of fulfilment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics, quality of relationship of the committee with the Board, and the management.

c) Criteria for performance evaluation of Individual Directors includes fulfilment of the independence criteria as specified in the Listing Regulations and their

independence from the management, attendance, contribution at meetings, guidance, support to management outside Board/ Committee meetings.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The NRC also reviewed the performance of the individual directors.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board was evaluated, views of the NonExecutive Directors were also taken.

The Board and the NRC reviewed the performance of Individual Directors on the basis of criteria such as the contribution of the Individual Directors to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees and individual directors were also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Familiarization Program for Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarisation Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiary business strategy, factory visit, CSR site visit, Amendments in law and Company''s codes & policies. The details of the familiarisation programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on Company''s website and accessible through weblink.

Policy on Directors appointment and remuneration Appointment Policy

The Company''s policy on appointment of directors is available on the Company''s website at weblink.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Key Managerial

Personnel, Senior Management and for determining their remuneration. The Policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on Company''s website and accessible through weblink.

Directors Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by 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 Financial Year 2023-24.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

b) they have 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 at the end of the Financial Year and of the profit of the Company for that period;

c) they have taken proper and sufficient care 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) they have prepared the Annual Accounts for the Financial Year ended March 31, 2024 on a going concern basis;

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

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

Internal Financial Control Systems and their Adequacy

The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information. During the year under review, such controls were operating effectively, and no material weaknesses were observed.

Risk Management

Pursuant to Regulation 21 of Listing Regulations, the Board of Directors of the Company has re-constituted a Risk Management Committee on May 28, 2024, to frame, implement and monitor the risk management plan for the Company. The Committee comprises of Managing Director, Chief Executive Officer, one Independent Director and one Non-Executive Non-Independent Director.

The scope of Risk Management Committee includes monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Audit Committee will have additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management framework which ensures that the Company is able to carry out identification of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company, has been covered in the Management Discussion and Analysis, which forms part of this Report.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure A to this report

Corporate Social Responsibility (CSR)

DCM Nouvelles CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure D" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company''s website at Weblink

Your Directors wish to state that the CSR Committee and the Board of your Company had approved a total budget of Rs. 151.72 Lacs towards its various CSR projects vis-a-

vis the statutory CSR spent under the Act. The Company could spend an amount of Rs. 47.65 Lacs during the financial year 2023-24. The balance unspent amount of Rs. 104.07 Lacs towards ongoing CSR projects has been transferred to the unspent CSR Bank account on April 13, 2024.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Annual Report.

Corporate Governance Report

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

Business Responsibility & Sustainability Report (BRSR)

Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalisation. In accordance with the Market Capitalisation of the Company as on March 31, 2024, your Company does not fall into top 1000 Listed entities. However, the Risk Management Committee recommended to the board that it voluntarily adopt the BRSR disclosures for the financial year 2023-24. As a result, all the essential indicators of the BRSR disclosure integrated into our Annual Report.

Investor Education and Protection Fund (IEPF)

Your Company has not paid dividend in the past. Hence, there is no requirement of transfer of unpaid dividend as per the requirements of the IEPF Rules.

In terms of the Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), the unclaimed fractional entitlements amount that remains unclaimed for a period of seven years or more is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.

Further, in accordance with the IEPF Rules, your Board has appointed Mr. Sandeep Kumar Jain, Chief Financial Officer, as Nodal Officer of your Company and Mr. Mohd. Sagir,

Company Secretary as Deputy Nobal Officers of the Company for the purposes of verification of claims of shareholders pertaining to shares transferred to IEPF and / or refund of dividend from IEPF Authority and for coordination with IEPF Authority. The details of the Nodal Officers are available on the website of your Company.

Transactions With Related Parties

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on Related Party Transactions and the same can be accessed on the Company''s website and accessible through weblink.

All Related Party Transactions, that were entered into during the Financial Year under review, were on at arms length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. All Related Party Transactions were placed before the Audit Committee for prior approval.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - E in Form AOC - 2 and forms part of this Report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Statutory Auditors & Auditors Report Statutory Auditors

M/s Walker Chandiok & Co LLP, Chartered Accountants, with Firm registration number 001076N/N500013, have been appointed as Auditors of the Company to hold office for a period of five years commencing from the conclusion of 4th Annual General Meeting until the conclusion of the 9th Annual General Meeting of the Company. The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, Statutory Auditors have confirmed their eligibility

under Section 141 of the Companies Act, 2013 and the Rules framed there under.

Cost Auditor

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year.

The Board had appointed, M/s. KG Goyal & Associates Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended March 31, 2024. The Cost Auditor has given the Cost Audit Report for the financial year ended March 31, 2024, and the Cost Audit Report does not contain any qualification, reservation, or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, re-appointed M/s. KG Goyal & Associates Cost Accountants, to audit the cost accounts of the Company for the financial year ending March 31,2025 on a remuneration of Rs. 65,000/- plus GST & out of pocket expenses, if any.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s. KG Goyal & Associates, Cost Accountants for the financial year ending March 31 2025, is proposed in the Notice convening the Annual General Meeting.

Secretarial Auditors

The Board has appointed M/s Pragyna Pradhan and Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed as Annexure C and forms an integral part of this Report

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. covered under the Secretarial Audit. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Internal Auditors

Your Directors, during the year under review, appointed M/s A. Gandhi & Associates, Chartered Accountants, Chandigarh (Firm Registration No.007023N), to act as the

Internal Auditors of the Company for the financial year 202324 pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.

Auditors Report and Secretarial Audit Report

The statutory auditor''s report and the secretarial auditors report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

Secretarial Audit of Material Unlisted Indian Subsidiary

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries appointed by material subsidiary of your Company undertook secretarial audit of the subsidiary for FY 2023-24. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations, and guidelines and that there were no deviations or noncompliances. The secretarial audit reports of material subsidiary form part of this Annual Report.

Compliance with secretarial standards

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website and link for the same is given in Annexure-A of this report.

Particulars of Loans, Guarantees and Investments

Particulars of the loans given, investments made or guarantees given covered under the provisions of Section 186 of the Act, are provided in the Note No. 44 of the Standalone Financial Statements.

Awards

The company was awarded the 2nd prize in Energy Conservation by the Government of Haryana during the FY 2023-24.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICCs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICCs includes external members with relevant experience. The ICCs, presided by women, conduct the investigations and make decisions at the respective locations. Company has zero tolerance on sexual harassment at the workplace. The ICCs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has received one complaint pertaining to sexual harassment and the same was resolved.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism and Whistle Blower Policy

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The policy provides for adequate safeguards against victimization of directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on Company''s website and accessible through weblink.

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 H and forms part of this Report.

Cyber Security

In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application, and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

Event Occurred After Balance Sheet Date

On 13 May 2024, following the balance sheet date, a fire occurred at the Hisar plant warehouse. The fire did not significantly impact production. The Company took steps to ensure business continuity and worked with insurers to process the claims

Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure [F] to this report. In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure [F] to this report.

Industrial Relations

The Industrial Relations scenario continued to be cordial during the year under review.

Deposits

The Company has not accepted any deposits from public, during the year under review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Extract of annual return

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the said Act, the Annual Return containing details as of March 31, 2024, is available on the Company''s website and accessible through weblink.

Credit rating

Please refer to Corporate Governance Report for details. Frauds reported by the auditors

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

General

Neither the Chairperson nor the Managing Director of your Company received any remuneration or commission from any of the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors Report of your Company.

Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ

Green Initiatives

The Company is concerned about the environment and utilizes natural resources in a sustainable way. The Ministry

of Corporate Affairs (MCA), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated 21 April 2011 and 29 April 2011, respectively, had allowed companies to send official documents to their shareholders electronically as a part of its green initiatives in corporate Governance.

The Ministry of Corporate Affairs vide its circular dated 08 April 2020, 13 January 2021, 12 December 2021, 14 December 2021, 05 May 2022, 28 December 2022 and 25 September 2023 has allowed the Company to conduct their AGM through Video Conferencing or other Audio Visual Means. Hence, in order to ensure the effective participation, the members of the Company are requested to update their email address for receiving the link of e-AGM. Further, in accordance with the said circular, Notice convening the 08^th Annual General Meeting, Audited Financial Statements, Boards Report, Auditors Report and other documents are being sent to the email address provided by the shareholders with the relevant depositories. The shareholders are requested to update their email addresses with their depository participants to ensure that the Annual Report and other documents reach on their registered email ids.

CEO And CFO Certification:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2024. Their Certificate is annexed to this Directors Report.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and on behalf of the Board

Dr Meenakshi Nayar Chairperson DIN:06866256

Place: New Delhi Date: 29.07.2024

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Mar 31, 2023

Your Directors present 7th Annual Report on the business and operations of DCM Nouvelle Limited ("DCMNVL"/ the "Company"), together with the audited financial statements for the financial year ended March 31, 2023 and other accompanying reports, notes, and certificates.

1. Company Overview

DCM Nouvelle Limited, a leading manufacturer & exporter of 100% cotton carded and combed yarns in single and two-ply forms count range Ne 12s to 40s. The Company has a spindle capacity of 1,57,872 located at Hisar with approx. 3400 MT of monthly production.

2. Financial Highlights

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016, with transition date from April 1, 2015. Accordingly, the financial reports for current financial year 2022-2023 and previous financial year 2021-2022 have been prepared as per Ind AS reporting framework.

The financial highlights of the Company for the year ended March 31, 2023, are as follows:

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Revenue	87,032.76	91,763.55	87,023.96	91,763.55
Expenditure	84,654.63	75,336.82	84,906.82	75,350.53
Earnings before Interest, Depreciation, Tax and Amortisation (EBITDA)	3,993.26	18,286.41	3,740.77	18,266.70
Interest & Finance Charge	616.32	617.36	621.94	617.36
Depreciation and amortisation charge	998.81	1,236.32	1,001.69	1,236.32
Profit/(Loss) before Exceptional Items and Tax	2,378.13	16,432.73	2,117.14	16,413.02
Exceptional Items	294.08	-	294.08	-
Profit/(Loss) after Tax	1,427.04	12,279.46	1,166.05	12,259.75
Other comprehensive Income/loss	13.58	(29.31)	13.58	(29.31)
Total comprehensive Profit/(loss) for the year	1,440.62	12,250.15	1,179.63	12,230.44

9. Subsidiaries, Joint Ventures & Associates:

9.1. Details of Subsidiaries

As on 31 March 2023, the Company had 1 (One) Subsidiary only as detailed below:

Sr.	Name of Subsidiary	Date of creation	Nature of interest/	Location
No.		of interest	percentage of
			shareholding
1.	DCM Nouvelle Specialty Chemicals Limited	02.02.2022	Subsidiary (76%)	India

3. Dividend and Appropriations

In Considering the future needs of the Company for expansion and growth and to strengthen the financial position of the Company, your directors do not recommend any dividend for the financial year ended March 31, 2023. No appropriations are proposed to be made for the year under review.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Company''s website at weblink.

4. Reserves

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2023.

5. Company''s Performance

On a standalone basis, the revenue for FY 2023 was '' 870.33 crore, lower by 5.15 percent over the previous year''s revenue of '' 917.63 crore. The profit after tax ("PAT") attributable to shareholders for FY 2023 was '' 14.27 crore lower by 88.38 percent over the PAT of '' 122.79 crore in FY 2022.

On a consolidated basis, the revenue for FY 2023 was '' 870.24 crore, The profit after tax ("PAT") attributable to shareholders and non-controlling interests for FY 2023 was 11.66 crore lower by 90.49 percent over the PAT of '' 122.60 crore in FY 2022.

6. Change in the Nature of Business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2023.

7. Capital Structure

During the year under review, there has been no

DCM Nouvelle Specialty Chemicals Limited (DCMSCL) was incorporated as a Public Limited Company on 02nd February 2022 under the Companies Act, 2013, having its registered office in New Delhi, India. DCMSCL is engaged, inter-alia, in the business of manufacturing of Specialty Chemicals. The Company holds 76% equity shares in DCMSCL.

During the FY 2022-23, DCMSCL entered into Lease agreement for 21 acres of Land with DMIC Vikram Udhyogpuri Ltd, Village Narvar, Ujjain, Madhya Pradesh for a term of Ninety-Nine years for manufacturing & processing Specialty Chemicals and performed Bhoomi Poojan for the construction of its new Chemical plant at the proposed site on 20^th January 2023.

During the year, construction on a new manufacturing facility started, and an R&D lab was set up at the proposed site. The Board of Directors of the DCMSCL decided to enter initially in multi-purpose Specialty Chemicals. The new facility is expected to be

change in the capital structure of the Company. As on March 31, 2023 the Authorised Share Capital was '' 20,05,00,000/- and Paid-up capital was '' 18,67,77,490/-.

8. Material Changes and Commitments, affecting the Financial Position of the Company:

There were no material changes and commitments affecting the financial position of your Company between the end of FY23 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a "Going Concern".

commissioned by the end of FY 2023-24.

During the year, DCMSCL also raised '' 32.78 Crore from its existing shareholders i.e., DCM Nouvelle Limited and Mr. Hemant Bharat Ram and expected to raise further in the financial year 2023-24.

9.2 Financial Performance of Subsidiaries

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed Form AOC-1 is set out in Annexure-A to this report.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiary.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate

audited financial statements in respect of subsidiary, are available on the Company''s website at weblink.

10. Directors'' Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by 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 Financial Year 2022-23.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

b) they have 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 at the end of the Financial Year and of the profit of the Company for that period;

c) they have taken proper and sufficient care 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) they have prepared the Annual Accounts for the Financial Year ended March 31, 2023 on a going concern basis;

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

f) they have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems are adequate and operating effectively.

11. Corporate Structure - Directors and Key Managerial Personnel

11.1 Board of Directors

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, NonExecutive, and Independent Directors.

The Board of the Company has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One) Whole Time Director, 2 (Two) Non-Executive Non Independent Directors and 3 (Three) Independent Directors (including a Woman Director). The complete list of Directors of the Company along with their brief profile has been provided in the Report on Corporate Governance forming part of this Annual Report.

Further, all the Directors and senior management personnel of the Company affirmed compliance with the Code of Conduct for the financial year 2022-2023 and the declaration in this respect appears elsewhere in the Annual Report.

11.2 Directors

Re-Appointment of Dr. Vinay Bharat Ram, As Whole Time Director.

During the year under review, Dr. Vinay Bharat Ram (DIN: 00052826), was re-appointed as Whole-Time Director for a period of 2 (two) years effective October 1, 2022 upto September 30, 2024.

Change in Designation of Mr. Rakesh Goel from Whole Time Director to Non-Executive Director.

During the year under review, Mr. Rakesh Goel, (DIN: 00226058) ceased to be a Whole Time Director of the Company with effect from 31^st December 2022 and continued to be a NonExecutive Director of the Company w.e.f 01 January, 2023.

11.3 Key Managerial Personnel (KMP)

The following are the Whole-Time Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Hemant Bharat Ram, Managing Director,

2. Mr. Sandeep Kumar Jain, Chief Financial Officer and

3. Mr. Mohd Sagir, Company Secretary

There has been no change in the KMPs during the year under review.

11.4 Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jitendra Tuli, Director of the Company shall retire by rotation at the ensuing Annual General Meeting. Mr. Jitendra Tuli, being eligible, has offered himself for reappointment. The Board recommends his appointment for your approval in the best interests of the Company. A Special resolution is proposed and forms part of the Notice seeking approval of the shareholders for his reappointment. The relevant details of Mr. Jitendra Tuli form part of the Notice convening 07th AGM.

11.5 Independent Directors

The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors)

Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA").

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31 March, 2023.

Refer Corporate Governance Report for detail of shareholding of directors. Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

None of the Directors had any relationships inter se.

11.6 Familiarization Program for Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors'' Familiarisation Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiaries business strategy, factory visit, CSR site visit, Amendments in law and Company''s codes & policies. The details of the familiarisation programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on Company''s website and accessible through weblink.

11.7 Meetings of the Board of Directors

The details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.

11.8 Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, performance of Board Committees and

individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board, the Committees and individual Directors was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on scale of one to five based on the following criteria:

a) Criteria for Board performance evaluation includes degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to committees, effectiveness of board processes, information and functioning, board culture and dynamics, quality of relationship between the Board and the management.

b) Criteria for Committee performance evaluation includes degree of fulfilment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics, quality of relationship of the committee with the Board, and the management.

c) Criteria for performance evaluation of Individual Directors includes fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the management, attendance, contribution at meetings, guidance, support to management outside Board/ Committee meetings.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The NRC also reviewed the performance of the individual directors.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board was evaluated, views of the Non-Executive Directors were also taken.

Sr. No.	Name of the Director	Category	Designation
1	Mr. Kulbir Singh	Non-Executive, Independent	Chairman
2	Dr. Meenakshi Nayar	Non-Executive, Independent	Member
3	Mr. Rakesh Goel	Non-Executive, Non-Independent	Member
4	Mr. Vivek Chhachhi	Non-Executive, Independent	Member

The Committee comprises of majority of Independent Directors. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Directors to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees and individual directors were also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

11.9 Committees of the Board

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act & Listing Regulations read with rules framed thereunder viz.

a) Audit Committee:

b) Nomination and Remuneration Committee;

c) Stakeholder''s & Finance Facilitation Committee;

d) Corporate Social Responsibility; and

e) Risk Management Committee.

The Composition of all above Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the

recommendations made by the Committees were accepted by the Board.

11.10 Audit committee

The Audit committee of the Board of Directors of the Company comprises of 4 (Four) members namely:

12. Auditors and their Report

12.1 Statutory Auditors

M/s Walker Chandiok & Co LLP, Chartered Accountants, with Firm registration number 001076N/N500013, have been appointed as Auditors of the Company to hold office for a period of five years commencing from the conclusion of 4th Annual General Meeting until the conclusion of the 9th Annual General Meeting of the Company. The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under.

12.2 Cost Auditor

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year.

The Board had appointed, M/s. KG Goyal & Associates Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended March 31, 2023. The Cost Auditor has given the Cost Audit Report for the financial year ended March 31, 2023, and the Cost Audit

Report does not contain any qualification, reservation, or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, re-appointed M/s. KG Goyal & Associates Cost Accountants, to audit the cost accounts of the Company for the financial year ending March 31 2024 on a remuneration of '' 60,000/- plus GST & out of pocket expenses, if any.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s. KG Goyal & Associates, Cost Accountants for the financial year ending March 31 2024, is proposed in the Notice convening the Annual General Meeting.

2.3 Secretarial Auditors

The Board had appointed M/s Pragyna Pradhan and Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed as Annexure-B and forms an integral part of this Report

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. covered under the Secretarial Audit. The

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

12.4 Internal Auditors

Your Directors, during the year under review, appointed M/s A. Gandhi & Associates, Chartered Accountants, Chandigarh (Firm Registration No.007023N), to act as the Internal Auditors of the Company for the financial year 2022-23 pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.

12.5 Auditor''s Report and Secretarial Audit Report

The Statutory Auditor''s report and the Secretarial Auditor''s report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

Policies And Procedures

13.1 Appointment Policy

The Company''s policy on appointment of directors is available on the Company''s website at weblink.

13.2 Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and for determining their remuneration. The Policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on Company''s website and accessible through weblink.

13.3 Risk Management

Pursuant to Regulation 21 of Listing Regulations, the Board of Directors of the Company had constituted a Risk Management Committee on December 20, 2022, to frame,

implement and monitor the risk management plan for the Company. The Committee comprises of Managing Director, one Independent Director and one Non-Executive Non-Independent Director.

The scope of Risk Management Committee includes monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Audit Committee will have additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management framework which ensures that the Company is able to carry out identification of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company, has been covered in the Management Discussion and Analysis, which forms part of this Report.

13.4 Internal Financial Control Systems and their Adequacy

The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information. During the year under review, such controls were operating effectively, and no material weaknesses were observed.

13.5 Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism in the form of Whistle Blower Policy for directors, employees, and other stakeholders of the Company to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct or other policies of the Company, details of which are provided in the Corporate Governance Report, which form part of this report. As a requirement of Code of Conduct

of the Company, all stakeholders are also provided access to Whistle Blower mechanism.

The policy provides for adequate safeguards against victimization of directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on Company''s website and accessible through weblink.

13.6 Corporate Social Responsibility (CSR)

DCM Nouvelle''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure C" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company''s website and accessible through weblink.

L3. Transactions With Related Parties

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on Related Party Transactions and the same can be accessed on the Company''s website and accessible through weblink.

All Related Party Transactions, that were entered into during the Financial Year under review, were on an arm''s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the

Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - D in Form AOC - 2 and forms part of this Report.

14. Particulars of Loans, Guarantees and Investments

Particulars of the loans given, investments made or guarantees given covered under the provisions of Section 186 of the Act, are provided in the Note No. 44 of the Standalone Financial Statements.

15. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction, in case of any reported incidence of sexual harassment across the Company''s offices and take appropriate decision in resolving such issues.

Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee as required under the said act.

During the year under review, the Company did not receive any complaints on sexual harassment.

16. Details of application made or proceeding pending, if any under the insolvency and bankruptcy code, 2016

Nil, during the year under review.

17. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions

Nil, during the year under review.

18. Event Occurred After Balance Sheet Date

No major events have occurred after the date of

balance sheet of the Company for the year ended on March 31, 2023.

19. Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure [E] to this report. In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure [F] to this report.

20. 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 - G and forms part of this Report.

21. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operation in future

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in the future.

22. Industrial Relations

The Industrial Relations scenario continued to be cordial during the year under review.

23. Deposits

The Company has not accepted any deposits from public, during the year under review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. No amount on account of principal or interest on

deposits from public was outstanding as on the date of the balance sheet.

24. Extract of annual return

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the said Act, the Annual Return containing details as of March 31, 2023, is available on the Company''s website and accessible through weblink.

25. Compliance with secretarial standards

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

26. Credit rating

Please refer to ''Corporate Governance Report'' for details.

27. Frauds reported by the auditors

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

28. Business Responsibility & Sustainability Report (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalisation. In accordance with the Market Capitalisation of the Company as on March 31, 2023. Your Company does not fall into top 1000 Listed entities. However, the Risk Management Committee recommended to the board that it voluntarily adopt the BRSR disclosures for the financial year 2022-2023; as a result, the BRSR was integrated into our Annual Report.

29. Corporate Governance Report

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a

separate section and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

30. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Annual Report.

31. General

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to Dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any scheme, save and except Employee Stock Options Schemes referred to in this Report;

c) raising of funds through preferential allotment or qualified institutions placement;

32. Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ

33. Green Initiatives

The Company is concerned about the environment and utilizes natural resources in a sustainable way. The Ministry of Corporate Affairs (MCA), Government of India, through its Circular Nos. 17/2011 and 18/ 2011, dated 21 April 2011 and 29 April 2011, respectively, had allowed companies to send official documents to their shareholders electronically as a part of its green initiatives in corporate Governance.

The Ministry of Corporate Affairs vide its circular dated 08 April 2020, 13 January 2021, 12 December

2021, 14 December 2021, 05 May 2022, and 28 December 2022 has allowed the Company to conduct their AGM through Video Conferencing or other Audio Visual Means. Hence, in order to ensure the effective participation, the members of the Company are requested to update their email address for receiving the link of e-AGM. Further, in accordance with the said circular, Notice convening the 07th Annual General Meeting, Audited Financial Statements, Board''s Report, Auditor''s Report and other documents are being sent to the email address provided by the shareholders with the relevant depositories. The shareholders are requested to update their email addresses with their depository participants to ensure that the Annual Report and other documents reaches on their registered email id''s.

34. CEO And CFO Certification:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2023. Their Certificate is annexed to this Directors'' Report.

35. Appreciation

Your Directors take this opportunity to thank, the employees, customers, vendors, investors of the Company and the communities in which the Company operates, for their unstinted co-operation and valuable support extended during the year.

Your Directors also thank the Government of India, Government of various States in India and government departments / agencies concerned for their co-operation.

Your Directors appreciate and value the contributions made by each and every member of the DCM Nouvelle family.

For and on behalf of the Board

Dr Meenakshi Nayar

Place: New Delhi Chairperson

Date: 21.07.2023 DIN: 06866256