DCM Ltd

Your directors have pleasure in presenting this 134^th Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

ECONOMIC SCENARIO

Over the course of the last decade, India has showcased a robust and resilient growth story. In the face of unprecedented challenges such as the Covid pandemic and geopolitical conflicts, the Indian economy has demonstrated a remarkable ability to bounce back and convert challenges into opportunities while striving to achieve strong, sustainable, balanced, and inclusive growth. e Indian economy is better placed than ever to take on challenges because of the policies adopted and implemented in the last decade. e Union government has built infrastructure at a historically unprecedented rate. e total length of highways, freight corridors, number of airports, metro rail networks or the trans-sea link, the ramp-up of physical and digital infrastructure in the last ten years is real, tangible and transformative. e financial sector is healthy. Its balance sheet is stronger. e Economy has created jobs; the unemployment rate has declined considerably from the peaks during Covid times. e labour force participation rate has increased. Net new subscribers to the Employee Provident Fund (EPF) have steadily risen post-Covid, especially among the younger population.

In the last 10 years, India has moved from the 10th largest to the 5th largest economy of the world. It is now seen as a country with immense potential which is backed by impressive performance.

By all estimates, India?s growth is expected to remain strong, supported by macroeconomic and financial stability. Reforms undertaken over the last ten years by the Union government have formed the foundation of a resilient, partnership-based governance ecosystem and have restored the ability of the economy to grow healthily. India is poised for sustained, brisk growth in the coming years.

FINANCIAL DATA

TRANSFER TO RESERVES

During the financial year under review, the Board has not proposed to transfer any amount to Reserve.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with provisions of the Ind AS as per the Companies (Indian Accounting Standard) Rules, 2015, as amended from time to time, notified under section 133 of the Companies Act, 2013, as amended and form part of this Annual Report.

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

The Engineering Business Undertaking (referred to as ‘Engineering Division?) of the Company, situated at Village Asron, District Shaheed Bhagat Singh Nagar (Punjab) of the Company was manufacturing and supplying castings across all segments in the automotive market: cars, multi-utility vehicles, tractors, light commercial vehicles, heavy commercial vehicles and earth moving equipment. Since 2016, the Division has faced a hostile environment in which production of good quality products in a cost-e_ective way could not be achieved due to the continued situation of labour unrest. In view of said situation of industrial unrest at Engineering Division of the Company, the liquidity position of the Company was severely curtailed and the management of the Engineering Division had recommended declaration of lockout. e Board of Directors of the Company in their meeting held on October 21, 2019 had accordingly approved the declaration of lockout at the Engineering Division w.e.f. October 22, 2019. is had resulted in delay/defaults in payment of dues of banks as well as operational creditors/ other liabilities.

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

The Company has already made payment / settlement of dues of creditors including banks of Engineering Division. Pursuant to said payment / settlement of dues of these creditors, the legal proceedings filed by these creditors at various forums for recovery of their dues have been withdrawn.

Further due to payment of dues of creditors (including banks) of Engineering Division, the section II of the Composite Scheme of Arrangement approved by the Board on November 28, 2019 relating to restructuring of Engineering Business and outstanding loans and liabilities pertaining to Engineering Business Undertaking, had become infructuous. Pursuant to the above the Board of Directors of the Company in its meeting held on 29.05.2023 had withdrawn the aforesaid original composite scheme of arrangement.

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

Real Estate Division

The Company has initiated the process of development of its land parcel admeasuring about 68.35 acres situated near Mela Ground, Hisar, Haryana (referred to as ‘Hisar land?). In this connection, the Company has entered into ‘Joint Development Agreement? with a party (?Developer?) for development of its said Hisar land under Deen Dayal Jan Awas Yojna. The Company received licence No. -179 of 2022 dated 7.11.2022 from the Director, Town and Country Planning, Haryana, Chandigarh (‘DTCP?) for setting up of affordable residential plotted colony under Deen Dayal Jan Awas Yojana-2016 (DDJAY-2016) on 67.275 acres of the aforesaid Hisar land (referred to as ‘Real Estate Project?). The Haryana Real Estate Authority, Panchkula (HRERA, Panchkula) has also registered the Company?s said Real Estate Project vide Registration no. HRERAPKL- HSR-427- 2023. DCM Limited is designated as Promoter of the Project in the HRERA Registration in its capacity as licensee and owner of the Project land. However, DTCP vide its order no. LC-4455/JE(S)/2023/10909-21 dated 18-04- 2023 suspended the said Licence, till further orders, taking a note that an enquiry has been initiated against the Company by Deputy Commissioner, Hisar in respect of Company?s Hisar land. In the said order DTCP has also directed the licensee not to carry out any development work in the colony and also not to create any third party right unless the said suspension is revoked. HRERA, Panchkula, has also issued a Public Notice informing that aforesaid Registration issued to Company?s Hisar project is kept in abeyance till further orders. The Company along with the Developer is putting-in earnest efforts to take up the matter of revocation of said suspension order with the concerned authorities. However, the said matter remained pending as on date.

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

IT Business

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

During the year under review, the sales and other income of DCM Infotech Limited was Rs. 68.89 crores (previous year Rs 71.03 crores) and Profit before Tax (PBT) was Rs. 9.56 crores as compared to previous year (Rs 10.66 crores). Over the last 12 months the aforesaid Material Subsidiary has aggressively been working on picking up additional managed services business from its existing customers. is has created a large backlog of revenue that will accrue to it in the coming 3-4 years. The entry barriers in IT, in India are very low and therefore there are competitors who will be willing to pick up orders at low values. So while this does put pricing pressure on the Material Subsidiary, it also makes it more aggressive in building its own capabilities to deliver at the pricing which the market will absorb. The aforesaid Material Subsidiary believes the automation market has "many more legs to grow", both in the US and India and it is expanding both its solution offerings and OEM partnerships to move forward in the coming financial year(s). The aforesaid Material Subsidiary believes that there is immense opportunities to grow its services offerings and also related product sales, both in the US and in India and is therefore investing in the sales and marketing activities continuously.

MATERIAL CHANGES AND COMMITMENTS

Except as stated above, there was no change in the nature of the business of the Company. Further, there were no other material changes and commitments affecting the financial position of the Company occurring between March 31, 2024 and the date of this Report, except as mentioned above.

CHANGES IN SHARE CAPITAL

There is no change in the issued and paid-up share capital of the Company during the period under review.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on April 1, 2023 and at present, the Company has five (5) subsidiaries and one associate company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013, as amended, respectively.

Further, the Board of Directors of the Company in their meeting held on February 9, 2023 have approved the proposal for removal/strike off the name of two other subsidiary companies namely DCM Realty And Infrastructure Limited and DCM Infinity Realtors Limited under the applicable provisions of the Companies, Act, 2013. However, the of removal/strike off the name of said two subsidiaries are under process.

Please refer to the "State of the Company Affairs /Operations review" for the performance of the Company?s material wholly owned subsidiary namely DCM Infotech Limited. The other subsidiaries of the Company are not carrying out any significant operations.

Purearth Infrastructure Ltd. (‘Purearth?), an Associate Company, where DCM Limited is holding 16.56% equity shareholding, is in the business of construction and development of real estate project(s). During the financial year 2023-24, It has reported Revenue from operation of Rs. 62.47 crores (previous year Rs. 171.94 crores) The Profit after tax was Rs. (2.98) crores (Previous year Rs. 7.10 crores).

During the financial year 2023-24, in terms of the approval given by the shareholders of the Company, through Postal Ballots, for the participation and tendering of equity shares under the Buyback proposal of Purearth, the Company, being a shareholder of Purearth, has tendered & submitted 7,31,997 (Seven Lakhs irty One ousand Nine Hundred and Ninety Seven) equity shares of face value of Rs. 10/- each in the buyback offer of PIL at a price of Rs. 59.00/- (Rupees Fifty Nine only) per Equity Share.

Pursuant to provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder, as amended, a statement containing salient features of the financial statements, performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 is provided as part of the financial statements of the Company at page no. 152 and hence not repeated here for the sake of brevity.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, as amended, the financial statements, consolidated financial statements of the Company along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company (www.dcm. in).

DIRECTORS

Mr. Shayam Sunder Sharma, retires by rotation at the ensuing 134^th Annual General Meeting (AGM) and being eligible offers himself for re-appointment as a director of the Company, liable to retire by rotation. A resolution in this respect is included in the Notice of forthcoming 134^th Annual General Meeting, for seeking approval of members of the Company.

Mr. Bipin Maira, Indpendent Director of the Company completed his 2^nd term of five (5) years as an Independent Director on August 3, 2024. erefore he ceased to be Independent Director as well as Non-Executive Chairman of the Board of Directors of the Company with effect from close of business hours on August 3, 2024. e Board of Directors of the Company expressed its deep appreciation and gratitude to Mr. Bipin Maira for his extensive contribution and stewardship during his tenure as Director as well as Chairman of the Company. Prof. Sudhir Kumar Jain, Indpendent Director of the Company completed his 2^nd term of five (5) years as an Independent Director with effect from close of business hours on August 3, 2024. erefore he ceased to be Independent Director of the Company with effect from close of business hours on August 3, 2024. e Board of Directors of the Company placed on record its appreciation for the valuable contributions and guidance provided by Mr. Sudhir Kumar Jain during his tenure as Director of the Company.

Mr. Ajay Vir Jakhar was appointed as an Independent Director of the Company for a period of five (5) years w.e.f August 4, 2024 to August 3, 2029 (both days inclusive), subject to the approval of members of the Company. A resolution in this respect is included in the Notice of forthcoming 134th Annual General Meeting, for seeking approval of members of the Company.

Mr. Aditya Katoch was appointed as an Independent Director of the Company for a period of five (5) years w.e.f August 4, 2024 to August 3, 2029 (both days inclusive), subject to the approval of members of the Company. A resolution in this respect is included in the Notice of forthcoming 134th Annual General Meeting, for seeking approval of members of the Company.

Mr. Yuv Bharat Ram was appointed as an Additional Director of the Company with effect from August 4, 2024 to hold office upto the date of forthcoming 134th Annual General Meeting of the Company. A resolution in this respect is included in the Notice of forthcoming 134th Annual General Meeting, for seeking approval of members of the Company.

Mr. Rahil Bharat Ram was appointed as an Additional Director of the Company with effect from August 4, 2024 to hold office upto the date of forthcoming 134th Annual General Meeting of the Company. A resolution in this respect is included in the Notice of forthcoming 134th Annual General Meeting, for seeking approval of members of the Company.

Mr. Jitendra Tuli resigned from position of Managing Director of the Company with effect from the close of business hours on August 3, 2024. However, he continues on the Board as Non-Executive Non-Independent Director of the Company with effect from August 4, 2024. Further, he has been appointed as Non-Executive Chairman of the Board of Directors of the Company with effect from August 4, 2024.

Mr. Vinay Sharma, Executive Director (Business Operations) of the Company has been appointed as Managing Director of the Company for a period of three (3) years with effect from August 4, 2024 upto August 3, 2027 subject to approval of members of the Company. A resolution in this respect is included in the Notice of forthcoming 134th Annual General Meeting, for seeking approval of members of the Company.

Dr. Kavita A Sharma was appointed as an Independent Woman Director of the Company for a period of five (5) years with effect from November 14, 2019 upto November 13, 2024. e Board of Directors of the Company in their meeting held on July 31, 2024 have appointed Dr. Kavita A Sharma as an Independent Woman Director of the Company for a 2^nd term of five (5) years with effect from November 14, 2024 upto November 13, 2029 (both days inclusive) subject to approval of members of the Company. A resolution in this respect is included in the Notice of forthcoming 134th Annual General Meeting, for seeking approval of members of the Company.

Further, pursuant to the provisions of Section 149 of the Companies Act, 2013, as amended, all the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, as amended, along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and there has been no change in the circumstances affecting their status as independent directors of the Company. In terms of Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, they have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the financial year 2023-24, no new Independent Director was appointed on the Board of Directors of the Company, therefore the statement regarding opinion of the Board with regard to integrity, expertise and experience (including the pro_ciency) of the independent directors appointed during the year is not applicable.

DIRECTORS? RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, as amended from time to time, your directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis (please refer to the auditor?s opinion in their report on standalone and consolidated financial statements of the Company with regard to material uncertainty related to going concern);

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the following persons were the Whole-Time Key Managerial Personnel (‘KMPs?) of the Company in terms of provisions of Section 203 of the Companies Act, 2013, as amended from time to time:

a. Mr. Jitendra Tuli – Managing Director*;

b. Mr. Vinay Sharma – Executive Director (Business Operations)**;

c. Mr. Ashwani Kumar Singhal – Chief Financial Officer;

d. Mr. Yadvinder Goyal- Company Secretary

*Mr. Jitendra Tuli has resigned from position of Managing Director of the Company with effect from the close of business hours on August 3, 2024. However he continues on the Board as Non-Executive Non-Independent Director of the Company with effect from August 4, 2024. **Mr. Vinay Sharma has been appointed as Managing Director of the Company with effect from August 4, 2024.

Accordingly, at present, the following persons are the Whole-Time Key Managerial Personnel (‘KMPs?) of the Company in terms of provisions of Section 203 of the Companies Act, 2013, as amended from time to time: a. Mr. Vinay Sharma – Managing Director; b. Mr. Ashwani Kumar Singhal – Chief Financial Officer; c. Mr. Yadvinder Goyal- Company Secretary

NUMBER OF BOARD MEETINGS

Seven (7) meetings of the Board of Directors of your Company were held during the year under review (for further details please refer to the Corporate Governance Report, forming part of this Annual Report).

EVALUATION OF BOARD PERFORMANCE

The Board of Directors has carried out an Annual Performance Evaluation of its own, Individual Directors and Board Committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. e performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition, structures, effectiveness of Board processes, information and functioning etc.

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

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

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

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

Non-Executive Director(s). e Directors expressed their satisfaction with the evaluation process.

The above criteria of evaluation are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. Based on inputs received from the Board members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience. ere was active participation and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner.

INTERNAL FINANCIAL CONTROL

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

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

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

STATUTORY AUDITORS

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

Further, Statutory Auditors of the Company have changed their constitution from their existing partnership firm SS Kothari Mehta & Co., to SS Kothari Mehta & Co. LLP. Consequently their registration no. with ICAI had also changed from 000756N to 000756N/N500441. In terms of MCA General Circular No. 09/2013 dated 30.04.2013 and ICAI Guidelines dated 4.11.2011, if a CA audit firm being an auditor of the Company gets converted into an LLP after complying with the provisions of the LLP Act, 2008 then such an LLP would be deemed to be auditor of said Company. e Board of Directors of the Company have taken note of the above.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder, as amended.

DIRECTORS? VIEW ON AUDITORS? OBSERVATIONS/OPINION

The Statutory Auditors? Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark. e Report is enclosed along with the financial statements and forms part of this Annual Report.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, after the commencement of the Companies Act, 2013, accordingly, no disclosure or reporting is required in respect of deposits covered under Chapter V of the Companies Act, 2013, as amended.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Any person whose shares and/or unclaimed/un-encashed dividend, fixed deposits, debentures and/or interest thereon, have been transferred to the IEPF, can claim back the shares and/or apply for refund of such dividend, fixed deposits, debentures, or interest thereon, as the case may be, by making an application to the IEPF Authority, in the prescribed Form.

RIGHTS ISSUE OF EQUITY SHARES

The Board of Directors of the Company in their meeting held on February 12, 2021 gave their consent to raise funds for an aggregate amount not exceeding Rs. 50 crores, by way of "Rights Issue" of Equity shares, to augment capital and expedite the completion of the de-leveraging of the Company and constituted a Special purpose Committee namely ‘Rights Issue Committee? in this regard.

RISK MANAGEMENT

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

As stated under sub-heading ‘Real Estate Division? under Heading ‘State of the Company?s affairs / Operations Overview? of this Directors? Report, the Company is taking appropriate action in the matter for revocation of order of the Director, Town and Country Planning, Haryana, Chandigarh(‘DTCP?) suspending the Licence for setting up of affordable residential plotted colony under Deen Dayal Jan Awas Yojana-2016 (DDJAY-2016) on 67.275 acres of the Company?s land parcel situated near Mela Ground, Hisar, Haryana. e Board believes that with the revocation of said suspension order of license no.179 of 2022 and infusion of liquidity by focusing /managing of its real estate operations and/or the Company?s plans of restructuring of its Engineering Business Undertaking as well as other interim measures to improve liquidity, the Company will be able to continue its operations for the foreseeable future.

AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee of the Company consists of Dr. Kavita A Sharma, Chairperson, Mr. Bipin Maira and Prof. Sudhir Kumar Jain as members of the Audit Committee.

However, at present, the Audit Committee of the Company consists of three directors namely Dr. Kavita A Sharma, Chairperson, Mr. Ajay Vir Jakhar and Mr. Vinay Sharma as members.

e terms of reference of the Audit Committee are in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on March 31, 2024, the CSR Committee of the Company consists of Mr. Bipin Maira, Chairman, Mr. Jitendra Tuli and Dr. Kavita A Sharma, as members. CSR Committee is responsible for formulating and monitoring the CSR Policy of the Company. e Company?s CSR Policy is available on the Company?s website www.dcm.in. At present, the CSR Committee of the Company consists of Mr. Jitendra Tuli, Chairman, Mr. Aditya Katoch and Mr. Shayam Sunder Sharma as members. Further, due to continued losses in last few years, the Company was not required to spend any amount on CSR activities during the financial year 2023-24.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, is enclosed as Annexure – I, and forms part of this Director?s Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits set out in the said rules are given in Annexure-II of this Director?s Report.

Further, the details required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect of Directors, KMPs and other employees of the Company, are given in Annexure-II-A of this Director?s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made and loans given and guarantee /security provided U/S 186 of the Companies Act, 2013 are given in the standalone financial statements. (Please refer to note nos. 5, 6 and 8 of the standalone financial statements).

Further, pursuant to the approval given by the members, the Company in its capacity as title holder of land at Bara Hindu Rao / Kishanganj, Delhi (Project land), in respect of which the development rights were vested with a joint venture company in terms of SORA, has mortgaged the said land, in its capacity as a title holder, for loans availed in connection with development of real estate project on the said land by joint venture company and also by a body corporate who has been developing residential project along with the said joint venture company. e outstanding amount of loans, on which mortgage was created, as on 31.03.2024 was Rs. 214.92 crores (previous year Rs. 267.17 crores).

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm?s length basis. All transactions with related parties were reviewed and approved by the Audit Committee.

The prescribed Form AOC-2 is enclosed as Annexure - III, and forms part of this Report. Your directors draw attention of members of the Company to Note No. 41 to the standalone financial statements which sets out related party disclosures.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, as amended, the Annual Return of the Company as on March 31, 2024 is available on the Company?s website on weblink: https://dcm.in/147-2/

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of the Company have appointed M/s. Pragnya Pradhan & Associates, Company Secretaries, to conduct Secretarial Audit for financial year 2023-24.

The Secretarial Audit Report of the Company for the financial year ended 31^st March, 2024 as required under the Companies Act, 2013, read with Rules made thereunder, as amended, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is enclosed herewith as Annexure – IV, and forms part of this Report.

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Secretarial Audit Report of Company?s unlisted material subsidiary i.e. DCM Infotech Limited for the financial year 2023-24 is enclosed herewith as Annexure – IV-A, and forms part of this Report.

The Secretarial Audit Report of the Company for the Financial Year ended March 31, 2024 and the Secretarial Audit Report of Company?s unlisted material subsidiary i.e. DCM Infotech Limited for the financial year ended March 31, 2024 do not contain any qualifications, reservation or adverse remark.

NOMINATION AND REMUNERATION POLICY

e Nomination and Remuneration Policy was approved by the Board of Directors of the Company. e main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees. e remuneration involves a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. e salient features of Nomination and Remuneration Policy are as stated below:

Appointment Criteria and Qualifications

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel, or at Senior Management Personnel level and recommend to the Board his/ her appointment.

A person should possess adequate qualification, expertise and experience for the position he / she being considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

Remuneration to Managing Director(s)/Whole Time Director(s)/ Key Managerial Personnel (KMP).

(i) The Board, on the recommendation of the Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits permissible under the law.

(ii) The Board, on the recommendation of the Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

(iii) The remuneration of Executive Directors and Key Managerial Personnel will include the following components :

a) Basic Pay;

b) Commission / Variable Component / Bonus;

c) Perquisites and Allowances;

d) Retirement Benefits.

Remuneration to Non-Executive and Independent Directors

(i) The Board on the recommendation of the Committee shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits permissible under the law.

(ii) The Non- Executive and Independent Directors would be paid remuneration by way of sitting fees for attending meetings of Board or Committee(s) thereof and profit related commission as may be recommended by the Committee and as permissible under the law.

Senior Management Personnel/ other Officers and Staff

All remuneration, in whatever form, payable to Senior Management Personnel of the Company should be recommended by the Committee to the Board for its approval.

Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

The Nomination and Remuneration Policy is enclosed herewith as Annexure

- V, which forms part of this Report and is also available on the website of the Company at weblink: https://dcm.in/wp-content/uploads/2024/08/ Nomination-and-Remuneration-Policy.pdf

COST AUDIT

As per the requirements of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended, the Company is maintaining cost records pertaining to Cast Iron Unit of the Company namely ‘DCM Engineering Products? located at Shaheed Bhagat Singh Nagar, Punjab.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s. V Kumar & Associates, Cost Accountants (Firm Registration Number 100137), as Cost Auditors, for the Financial Year 2024-25, for conducting cost audit of cost accounts pertaining to Cast Iron Unit of the Company namely ‘DCM Engineering Products? located at Shaheed Bhagat Singh Nagar, Punjab at a fee of Rs. 5,000/- (Rupees Five ousand Only) plus GST & out-of-pocket expenses, if any.

A resolution seeking approval of Members for rati_cation of the remuneration payable to the Cost Auditor of the Company for the Financial Year 2024-25 is included in the notice of 134^th AGM of the Company.

CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, Corporate Governance Report along with Auditors? certificate thereon and Management Discussion and Analysis Report are enclosed, and form part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR 2023-24 ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR I.E. 31.03.2024

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24. Accordingly disclosures in this regard are not required to be provided in this report.

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 ALONG WITH THE REASONS THEREOF

The Company has not entered into any One-Time Settlement during the year. Accordingly disclosures in this regard are not required to be provided in this report.

DETAILS OF AGREEMENTS SPECIFIED IN CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III READ WITH REGULATION 30A OF SEBI _LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS_ REGULATIONS, 2015, AS AMENDED.

DISCLOSURE REQUIREMENTS

1. Details of the familiarization programme of the independent directors are available on the website of the Company at weblink: http://dcm.in/ wp-content/uploads/2024/08/Familirisation-Program-For-Independent-Directors.pdf

2. Policy for determining material subsidiaries of the Company is available on the website of the Company at weblink: https://dcm.in/wp-content/ uploads/2024/08/Material-Subsidiary-Policy.pdf

3. Policy on materiality of related party transactions and dealing with related party transactions is available on the website of the Company at weblink:https://dcm.in/wp-content/uploads/2024/08/RPT-Policy-DCM-Limited-1.pdf

4. The Company has formulated a Whistle Blower Policy to provide a Vigil Mechanism for employees including directors of the Company to report genuine concerns, which is available on Company?s website www.dcm. in. e provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, as amended.

5. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company?s operations in future.

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

7. During the year under review, the Company has complied with mandatory applicable Secretarial Standards issued by Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENT

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