DCW Ltd

To,

The Members, DCW Limited

Your Directors are pleased to present the Eighty Fifth (85^th) Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

( Rs. in lakhs)

2. DIVIDEND

In view of inadequate profits for FY 2023-24 from the operations of the Company and to conserve the cash, your Board of Directors has not recommended any dividend. The Board has decided to retain all earnings for the current period and such retained earnings will be used to fund future investments and support the company's continued growth.

Dividend Distribution Policy

In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 as amended (‘Listing Regulations'), the Company has formulated a Dividend Distribution Policy and the same is available on the Company's website and can be accessed at https://dcwltd.com/wp-content/ uploads/2023/02/Dividend-Distribution-Policy.pdf

3. TRANSFER TO RESERVES

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

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the Act") read with Investor

Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend/ shares remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central

Government.

During the year under review, no amount of unpaid/ unclaimed dividend/ shares was due for transfer to the Investors Education protection Fund.

5. SHARE CAPITAL

During the year under review, there was no change in Authorised Share Capital or Paid-up equity Share Capital of the Company.

As of March 31, 2024, the Company's Authorised Share Capital stood at 70,00,00,000/- (Rupees Seventy Crore) comprising of 35,00,00,000 (Thirty Five Crores) Equity Shares having face value of 2/- each and Paid-up Equity Share Capital of the Company stood at 59,03,10,034/- (Rupees Fifty Nine Crore Three Lakh

Ten Thousand and Thirty Four only) comprising of 29,51,55,017 (Twenty Nine Crore Fifty One Lakh Fifty

Five Thousand and Seventeen) Equity Shares having face value of 2/- each.

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

Company.

6. OPERATIONS

The sales for the year are 1,87,158.98 lakhs compared to

2,63,379.58 lakhs in the previous year. The profit for the year (before depreciation and exceptional item) was 12,028.62 lakhs against a profit of 31,769.48 lakhs in the previous year. The profit before tax amounted to 2534.17 lakhs as against profit of 27,441.35 lakhs in the previous year. The profit after taxes for the year is 1,565.96 lakhs against a profit of 19,197.99 lakhs in previous year.

Exports

The Company's exports were 42,028.08 lakhs as compared to 74,381.23 lakhs in the previous year. This decrease in Export Turnover is primarily on account of sluggish demand for Caustic Soda and sale of Synthetic

Rutile (BI) coupled with lower realization during the year.

Division Wise Performance a) PVC Division:

The turnover of the division was 69,136.08 lakhs as compared to 92,792.71 lakhs in the previous year. The turnover of this division is reduced compared to previous year primarily due to lower realisation.

b) Caustic Soda Division:

The turnover of the division was 56,114.87 lakhs as compared to 95,611.31 lakhs in the previous year. The turnover of this division is reduced compared to previous year primarily due to lower sales realisation and dispatches of Caustic Soda & Synthetic Rutile.

c) Soda Ash Division:

The turnover of the division was 23,590.62 lakhs as compared to 36,208.15 lakhs in the previous year. The turnover of this division is reduced compared to previous year primarily due to lower realization and lower dispatches on account of dumping from South East Asia.

d) Synthetic Iron Oxide Pigment:

The turnover of the division was 16,485.42 lakhs as compared to 15,386.62 lakhs in the previous year. The turnover of this division is increased compared to previous year primarily on account of higher dispatches with relatively stable prices.

e) C-PVC Division:

The turnover of the division was 20,329.08 lakhs as compared to 21,897.73 lakhs in the previous year. The turnover of this division is reduced despite higher volumes on account of lower realisation.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 read with Schedule V(B) of Listing Regulations is presented in a separate section forming part of the Annual Report.

8. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Board

The Company's Board of Directors is made up of highly respected individuals with proven abilities and strong ethical principles. They bring a wealth of experience, financial

Furthermore, they are deeply committed to the

Company's success and invest significant time in Board

Meetings and preparation.

To comply with Listing Regulations, the Board has carefully identified the essential skills, expertise, and competencies needed by its Directors to effectively manage the Company's operations. These details are outlined in the Corporate Governance Report. As on the date of this report, the Board of Directors comprises of 6 Directors, out of which 3 are Independent

Directors. The composition of the Board complies with the requirements prescribed in the Listing Regulations.

Particulars of Changes to the Board Appointment/Re-appointment

During the year under review, there have been no appointments/re-appointments of directors on the Board of the Company.

Cessation

During the year under review, there have been no cessations on the Board of Directors.

Directors liable to retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Vivek Shashichand Jain

(DIN: 00502027), Managing Director of the Company retires by rotation at the ensuing 85^th Annual General Meeting ("AGM") of the Company and being eligible, offers himself for re-appointment at the ensuing AGM.

The Board on the recommendation of the Nomination &

Remuneration Committee ("NRC") has recommended his re-appointment.

Details of Mr. Vivek Shashichand Jain (DIN: 00502027) is provided in the "Annexure - I" to the Notice, in accordance with the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of

Independence as prescribed in the Companies Act, 2013 and the Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an objective independent judgement and without any external influence. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the

Listing Regulations.

Further, in terms of Section 150 of the Act and declaration in compliance with Rule 6(3) of the

Companies (Appointment and

Rules, 2014, as amended by Ministry of Corporate Affairs

("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrolment in the Data Bank created by MCA for Independent Directors, has been received from all the Independent Directors.

Mrs. Sujata Rangnekar (DIN: 06425371), Mr. Krishnamoorthy Krishnan (DIN: 08129657) and Mr.

Mahesh Vennelkanti (DIN: 03633359) are Non-Executive

Independent Directors as on March 31, 2024.

The Company has formulated a policy on ‘familiarisation programme for independent directors' which is available on the Company's website at the link: https://dcwltd. com/wp-content/uploads/2024/08/Familiarization-programme-for-ID_23-24.pdf

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Pramod Kumar Jain, (DIN: 00380458), Chairman & Managing Director; Mr. Bakul Jain (DIN: 00380256), Mr. Vivek Jain (DIN: 00502027), Managing Directors, Mr. Amitabh Gupta, Chief Executive Officer, Mr. Pradipto Mukherjee, Chief Financial Officer and Mr. Dilip Darji, Company Secretary & Compliance Officer are the

Key Managerial Personnel of the Company as on March 31, 2024.

9. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board and Nomination &

Remuneration Committee has carried out an Annual

Performance Evaluation of the Board, the Directors individually as well as the evaluation of the working of its various Committees. The Board of Directors and Nomination & Remuneration Committee expressed their satisfaction with the evaluation process.

In a separate meeting held on March 20, 2024, the performance evaluation of the Chairman, Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The

Independent Directors expressed their satisfaction with the evaluation process.

Feedback was sought by way of a structured questionnaires which covers various aspects such as Board's functioning, effectiveness and contribution of Directors) to Board processes, adequacy, appropriateness and timeliness of information, performance of the Board, attendance, acquaintance with business, communication inter-se between board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy, etc.

The performance evaluation of all the Directors, Committees and the Board was carried out by the

Nomination & Remuneration Committee, Independent

Directors and Board at their respective meetings and they have expressed their satisfaction with the evaluation process.

10. SUCCESSION PLAN

The Board of Directors has satisfied itself that place for orderly succession for appointment to the Board of Directors and Senior Management.

11. PARTICULARS OF EMPLOYEES

11.1 The details of employee remuneration as required under provisions of Section 197(12) of the

Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are available on the website of the Company and can be accessed at the weblink : https://dcwltd.com/investors/

11.2 Information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules

2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the

Company for the financial year 2023-24:

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year

The details of the remuneration paid to each

Director for the Financial Year 2023-24 is given in the Corporate Governance Report.

During the year under review, the remuneration payable to all the Managing Directors (including Whole-time Director and Manager, if any) is decreased by 86.77%. The said decrease is due to non-payment of commission to Managing Directors on account of inadequate profits. are in Further, the remuneration paid to Mrs. Sujata Rangnekar, Mr. Krishnamoorthy Krishnan and Mr. Mahesh Vennelkanti (Independent Directors) is decreased by 59.46%, 58.33% and 64.58% respectively. The said decrease is due to payment of Commission in the subsequent financial

The Company has increased the remuneration of

Mr. Amitabh Gupta, Chief Executive Officer by 8%, Mr. Pradipto Mukherjee, Chief Financial Officer by

14.70% and Mr. Dilip Darji, General Manager (legal) & Company Secretary by 8%. c. The percentage increase in the median remuneration of employees in the financial d. The number of permanent employees on the rolls of Company: 1820 e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in remuneration is 6.92% for employees other than Managerial Personnel. The remuneration payable to all the Managing Directors is decreased by 86.77%. The said decrease is due to non-payment of Commission to Managing Directors on account of inadequate profits. Further, the average increase every year is an outcome of Company's market competitiveness as against its peer group Companies f. Key parameters for any variable component of remuneration availed by the directors: There is no variable component in the remuneration paid to the directors other than those mentioned in the Corporate Governance Report. g. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirm that the remuneration is as per the remuneration policy of the Company.

12. AUDITORS a. Statutory Auditors

The Shareholders of the Company at its 83^rd Annual General Meeting ("AGM") held on September 27,

2022, had appointed M/s. V. Sankar Aiyar & Co.,

Chartered Accountants (ICAI Firm Registration No. 109208W), as Statutory Auditors of the Company for a period of 5 (five) years to hold office until the conclusion of the 88^th Annual General Meeting to be held in the calendar year 2027 to conduct the audit of the Accounts of the Company, at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors.

The requirement of ratification of auditors' appointment by Members at every AGM has been done away by the Companies (Amendment) Act,

2017 with effect from May 7, 2018 as the first proviso to Section 139(1) of the Companies Act,

2013 has been deleted. Accordingly, no resolution is being proposed for ratification

Statutory Auditors at the ensuing AGM.

M/s. V. Sankar Aiyar & Co., has furnished a certificate of their eligibility and consent under section 139 and 141 of the Act read with the Companies (Audit and

Auditors) Rules 2014 for holding the office as the

Statutory Auditors of the Company. In terms of the

Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditor's Report on the Financial Statements for the Financial Year ended on March

31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer. Further the observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments. The report given by the

Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report.

b. Internal Auditors

The Board of Directors at their meeting held on May 11, 2023 had appointed M/s. PKF Sridhar and Santhanam LLP, Chartered Accountants, as Internal Auditors of the Company for the Financial

Year 2023-24. The Internal Auditors have been periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the year.

c. Cost Records and Cost Audit

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit)

Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

The Board had appointed M/s. N. D. Birla & Co., Ahmedabad and M/s. R. Nanabhoy & Co., Mumbai,

Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2023-24.

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and

Audit) Rules, 2014, the Board of Directors on the of appointment of recommendation of the Audit Committee have appointed M/s. N. D. Birla & Co., Ahmedabad and M/s. R. Nanabhoy & Co., Mumbai, Practising

Cost Accountants for conducting cost audit of the cost records maintained by the Company for the Financial Year 2024-25.

M/s. N. D. Birla & Co., Ahmedabad and M/s.

R. Nanabhoy & Co., Mumbai, Practicing Cost

Accountants have confirmed that their appointment are within the limits of Section 141(3)(g) of the

Companies Act, 2013 and have also certified that they are free from any disqualification specified under Section 141 and proviso to Section 148(3) of the Act.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Shareholders in a General Meeting for their ratification. Accordingly, a resolution seeking Shareholders' ratification for remuneration payable to M/s. N. D. Birla & Co., Ahmedabad and M/s. R. Nanabhoy & Co., Mumbai,

Practicing Cost Accountants is included in the

Notice convening the Annual General Meeting.

d. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s S. K. Jain & Co., Practicing Company

Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Auditor has conducted an audit as per the applicable provisions of the Companies Act,

2013 and Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder for the financial year ended March 31, 2024 has been annexed to this Board Report and marked as Annexure ‘B' and forms part of the Annual Report.

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

13. ANNUAL SECRETARIAL COMPLIANCE REPORT

In compliance with the Regulation 24A of the

Listing Regulations and the SEBI circular CIR/CFD/ CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the Financial Year 2023-24 for all the applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/

Guidelines issued thereunder. The Annual Secretarial

Compliance Report duly issued by M/s S. K. Jain & Co has been submitted to the Stock Exchanges within the prescribed timelines and is annexed as Annexure ‘C' to this Board's Report.

Annual Secretarial Compliance Report does not contain any

14. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and

SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by the Company.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies

(Accounts) Rules, 2014 is annexed to this report as

Annexure ‘D' and forms part of it.

During the year under review, the Company has spent 84.97 lakhs for Research and Development.

16. DEPOSITS / LOANS & ADVANCES, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposits)

Rules, 2014. The particulars of loans/ advances, guarantees and investments, if any, under Section 186 of the Companies Act, 2013 are furnished in the notes forming part of the Financial Statements and provided in this Annual Report.

17. CREDIT RATINGS

During the year under review, India Ratings & Research Private Limited ("Credit Rating Agency") has reiterated/ maintained the same ratings for the financial facilities i.e ‘IND A/Stable'. This reaffirms Company has earned for its sound financial management and its ability to meet its financial obligations.

Details of Credit Rating and change/revision in the Credit Ratings for the financial facilities availed by the Company from time to time are provided in the Corporate Governance Report forming part of the Annual Report.

18. SUBSIDIARIES/ASSOCIATE/JOINT VENTURE COMPANIES

Your Company does not have any Subsidiary /Joint

Venture Company.

During the year under review, your Company has acquired 24,41,875 equity shares of Kaze Renewables Private Limited on January 29, 2024 which is equivalent to 28.96 % of the paid-up capital. Pursuant to such acquisition Kaze Renewables Private Limited has become an associate Company.

Statement containing salient features of the financial statement of associate company in the prescribed Form AOC-1 forms part of the Annual Report as Annexure ‘A'

19. RISK MANAGEMENT POLICY

Your Company laid down Risk Management Policy and it is made available on the website of the Company at the link: https://dcwltd.com/wp-content/uploads/2023/02/

Risk-Management-Policy-1.pdf. The Company has duly constituted the Risk Management Committee in line with the requirements prescribed under the provisions of the Companies Act, 2013 and in compliance with the SEBI

Circular dated May 5, 2021.

20. ESTABLISHMENT OF VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns. The Company has a Whistle

Blower Policy to encourage and facilitate employees to report concerns about unethical behavior, actual/ suspected frauds and violation of Company's Code of Conduct. The policy also provides for adequate safeguards against victimization of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy also enables the employees to report concerns relating to leak or suspected leak of Unpublished Price Sensitive Information. The Audit

Committee of the Company oversees the implementation of the Whistle Blower Policy. The Whistle Blower Policy can be accessed at the Company's website at the weblink: https://dcwltd.com/wp-content/uploads/2023/02/ Whistle-Blower-Policy.pdf

21. BOARD MEETINGS

During the Financial Year 2023-24, 4 (Four) Board

Meetings were held. For details thereof kindly refer to the section "Board of Directors" "Board Meetings", in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial

Standards on Board Meetings and Listing Regulations as amended from time to time.

22. COMMITTEES OF THE BOARD

The Board has constituted the following mandatory committees viz.,

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Nomination and Remuneration Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee and

6. Internal Complaints Committee

The terms of reference of these committees are as required under the provisions of the respective Acts / Listing Regulations and as determined by the Board. Meeting of each of these Committees are convened by the respective Chairperson of the Committees and minutes of the meetings of these Committees are placed at the Board Meetings. The details of these committees are stated in this / Annexures to this Report.

22.1 Audit Committee

The Company has duly constituted the Audit Committee in line with the requirements prescribed under the provisions of the Companies Act, 2013 and Listing

Regulations, comprises 3 (Three) Independent Directors and Mrs. Sujata Rangnekar is the Chairperson of the Committee and other members of the Committee are Mr. Mahesh Vennelkanti and Mr. Krishnamoorthy Krishnan and they possess sound knowledge on accounts, audit, finance, taxation, Internal Control etc.

The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, composition and changes, if any, in the composition of Audit Committee and Role of the Audit

Committee is provided in the Corporate Governance Report annexed to this Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year there are no instances where the

Board had not accepted the recommendation of Audit

Committee.

22.2 Nomination & Remuneration Committee & Policy

The Company has duly constituted Nomination &

Remuneration Committee to align with the requirements prescribed under the provisions of the Companies

Act, 2013 and Listing Regulations. The Nomination

& Remuneration Committee comprises of 3 (Three) Independent Directors and Mrs. Sujata Rangnekar is the Chairperson of the Committee and other members of the Committee are Mr. Mahesh Vennelkanti and Mr. Krishnamoorthy Krishnan.

The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, composition and changes, if any, in the composition of Nomination & Remuneration Committee and Role of the Committee is provided in the Corporate Governance Report annexed to this Report.

The Company Secretary of the Company acts as Secretary of the Committee.

Remuneration Policy and criteria for determining attributes, qualification, appointment of Directors

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration in accordance with the provisions of the Companies Act, 2013 and Listing Regulations. The said policy, inter alia, includes criteria for determining qualifications, positive attributes and independence of Directors. The Policy is available on the Company's website at the link: https://dcwltd.com/wp-content/ uploads/2023/04/NRC-Policy.pdf

22.3 Stakeholders Relationship Committee

The Company has duly constituted Stakeholders

Relationship Committee to align with the requirements prescribed under the provisions of the Companies

Act, 2013 and Listing Regulations, comprises

3 (Three) members viz. Mr. Krishnamoorthy Krishnan is the Chairman of the Committee and other members of the Committee are Mr. Pramod Kumar Jain and Mr. Bakul Jain.

The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, composition and changes, if any, in the composition and Role of the Stakeholders Relationship

Committee and status of grievances received from various stakeholders during the financial year Corporate Governance Report annexed to this Report.

The Company Secretary of the Company acts as Secretary of the Committee.

22.4 Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted the

Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Pramod Kumar Jain, Chairman of the Board. The other members of the Committee are

Mr. Krishnamoorthy Krishnan, an Independent Director and Mr. Bakul Jain, Managing Director. A detailed CSR Policy has also been framed and is available on the company's website at the weblink: https://dcwltd.com/ wp-content/uploads/2023/02/CSR-Policy.pdf. Other details for the CSR activities as required under Section 135 of the Companies Act 2013 are given in the CSR Report and is annexed hereto marked as Annexure ‘E'.

The details of meetings of the Committee held during the financial independence and year under review along of members thereof, composition and changes, if any, in the composition of CSR Committee is provided in the Corporate Governance Report annexed to this Report.

The Company Secretary of the Company acts as Secretary of the Committee.

22.5 Risk Management Committee

The Company has duly constituted the Risk Management

Committee in line with the requirements prescribed under the provisions of the Companies Act, 2013 and in compliance with the SEBI Circular dated May 5, 2021.

Risk Management Committee of Directors, comprises

3 (Three) Members and Mr. Pramod Kumar Jain is the

Chairperson of the Committee and other members of the

Committee are Mr. Saatvik Jain and Mr. Krishnamoorthy

Krishnan.

The Risk Management Committee is constituted for overseeing risk management systems as well as risk governance. The Committee frames the Risk Management Policy, which is approved by the Board, and updates the Board regularly on risk management and governance. The Board oversees the risk management and governance process. Our internal control framework comprehensively covers financial, operational, compliance and information technology areas and is completely aligned with our risk management policy. Embedded within the business, robust risk management processes enable us to identify significant risks and mitigate them in an effective manner.

The details of meetings of the Committee held during the financialyear under review along with attendance of members thereof, composition and changes, if any, in the composition of Risk Management Committee and Role of the Committee is provided in the Corporate Governance Report annexed to this Report.

The Company Secretary of the Company acts as Secretary of the Committee.

22.6 Internal Complaints Committee

The Company has zero tolerance on sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The

Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and rules made thereunder.

The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

23. ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules,year by 2014, the Annual Return of the Company is available on its website at https://dcwltd.com/investors/

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. A strong internal control culture is pervasive in the Company. The Company has implemented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The Internal Auditors continuously monitor efficiency of internal controls with objective of providing to the audit committee and the board of directors an independent, objective and reasonable assurance on the adequacy and effectiveness of the organisation's risk management, controls and governance processes.

Your Company operates in SAP, ERP environment and has its accounting records stored in an electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated processes to ensure accurate and timely updation of various master data in the underlying ERP system.

25. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on materiality of related party transactions and manner of dealing with related party transactions which is available on the

Company's website at the link: https://dcwltd.com/wp-content/uploads/2023/02/RPT-Policy.pdf All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis.

No material related party transactions were entered

Accordingly, during the financial the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for Financial Year 2023-24 and hence does not form part of this report.

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

Details of transactions, contracts and arrangements entered into with related parties by the Company, during

Financial Year 2023-24, is given under Notes to Accounts annexed to Financial Statements, which forms part of this

Annual Report.

26. CORPORATE GOVERNANCE REPORT

The Company is committed to uphold the highest standards of Corporate Governance and adheres to the requirements set out by the Companies Act, 2013 and the Listing Regulations.

The report on Corporate Governance as stipulated under

Regulation 34 of Listing Regulations forms part of the Annual Report as Annexure ‘F'. The requisite certificate from M/s. S. K. Jain & Co., Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Schedule-V of the Listing Regulations is attached to the report on Corporate Governance.

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the financial year under review as stipulated under

Regulation 34 2(f) of the Listing Regulations, is presented in a separate section of this Annual Report

28. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the

Company for the Financial Year ended March 31, 2024, your Directors hereby 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 along with proper explanation relating to material departures, if any; b. In consultation with Statutory Auditors, accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date; c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud and irregularities; d. Annual accounts have been prepared on a going concern basis; e. Adequate Internal Financial Controls have been laid down to be followed by the Company and such

Internal Financial Controls were operating effectively during the Financial Year ended March 31, 2024; and f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended March 31, 2024.

29. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no

Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Report, there have been no material changes and commitments affecting the financial position between the end of the financial which the financialstatements relate and the date of this report.

31. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers section 143(12) of the Companies Act, 2013.

32. INDUSTRIAL RELATIONS

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

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

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

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• There has been no change in the nature of business of the Company.

• There is no proceeding pending under the

Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any Bank or Financial Institution.

There was no revision in the previous financial statements of the Company. of the Company which have occurred

. CAUTIONARY NOTE year of the Company to

Statement in this report describing the Company's objectives, projections, estimates, expectation and prediction may be "forward looking statements". Actual results could differ materially from those expressed or implied due to variations in prices of raw materials and realization of finished goods, changes in government regulation, tax regimes, economic developments and other incidental factors.

. ACKNOWLEDGEMENTS or Employees to the Audit Committee under The Board of Directors places on record their grateful appreciation for the assistance and co-operation received from the shareholders, customers, vendors, bankers, financial institutions regulatory and Governmental authorities in India and abroad.

The Board of Directors also recognize and appreciate the efforts of all the employees that ensured accelerated growth in a challenging business environment.

For and on behalf of the Board of Directors