DCW Ltd. — Proxy Solicitation & Information Statement 2025

Oct 13, 2025

October 13, 2025

To.
National Stock Exchange of India Ltd.	BSE Limited
Exchange Plaza Bldg.	Department of Corporate Services,
$5th$ Floor, Plot No.C-1	1 st floor, New Trading Ring
'G' Block, Near Wockhardt,	Rotunda Building,
Bandra Kurla Complex	Phiroze Jeejeebhoy Towers,
Mumbai 400 051.	Dalal Street, Mumbai - 400 001.
Symbol: DCW	Scrip Code: 500117

Dear Sir(s)/Madam,

Subject: Notices of the Meetings of the Equity Shareholders, Secured Creditors, and Unsecured Creditors of DCW Limited to be convened as per directions of Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCLT") In the matter of Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL" or "First Applicant Company"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL" "Second Applicant Company"), with and into DCW Limited ("Transferee Company" or "DCW" or "Third Applicant Company") and their respective shareholders under Sections 230-232 read with Section 66 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 ("Scheme")

Reference: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

We are enclosing herewith the copies of the notices convening the meetings of the Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Company. These notices include, inter alia, a copy of the proposed Scheme of Amalgamation, the accompanying explanatory statement, and relevant annexures, as required under Section 230(3) of the Companies Act, 2013, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The notices are being circulated pursuant to the directions issued by the Hon'ble National Company Law Tribunal, Ahmedabad bench vide its order dated September 26, 2025, for the purpose of considering and, if deemed appropriate, approving the proposed Scheme, with or without modification(s), under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013.

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021. TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE: DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

Brief details of the meetings are given as under:

Particulars	Equity Shareholders	Secured Creditors	Unsecured Creditors
Day of the meeting		Saturday
Date of the meeting		November 15, 2025
Time of the meeting	02:30 P.M. 12:00 Noon 03:30 P.M.
Mode of the meeting			As per the Directions of the Hon'ble National Company Law Tribunal,
			Ahmedabad Bench, the Meeting shall be conducted through Video conference
		(VC) and/or other audio and visual means (OAVM)
Cut-off Date for E-		Saturday, November 8, Monday, June 30,	Monday, June 30, 2025
Voting	2025	2025
Remote E-Voting	Wednesday, November 12, 2025, 10:00 AM
start date and time
Remote E-Voting end	Friday, November 14, 2025, 5:00 PM
date and time

The copies of the Notices of the Meetings of the Equity Shareholders, Secured Creditors, and Unsecured Creditors are also available on the websites of the Company at https://dcwltd.com and being made available at website of National Securities Depository Limited at www.evoting.nsdl.com

The Notices of the said Meetings are being dispatched in accordance with the modes specified in the Hon'ble NCLT's Order dated September 26, 2025. Further, a letter (as per specimen attached herewith) containing the day, date, time, and other requisite particulars for participating in the Meetings via VC / OAVM, along with the web link (including the precise navigation path) for accessing the complete set of Notices and accompanying documents, as well as a QR Code facilitating direct access, has been issued to those Equity Shareholders and Unsecured Creditors whose email addresses are not available in the records of the Company.

We request you to kindly take the above on record.

Thanking You,

Yours faithfully,

For DCW Limited

DILIP Digitally signed by
DILIP VISHNUBHAI DILIF
VISHNUBHAI DARJI
Date: 2025.10.13 DARJI 23:13:41 +05'30

Dilip Darji Sr. General Manager (Legal) & Company Secretary Membership No. ACS-22527

Encl: as above DCW LIMITED

HEAD OFFICE "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021. TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE: DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

CIN: L24110GJ1939PLC000748 Registered Office: Dhrangadhra - 363 315, Gujarat Head Office: Nirmal, 3rd Floor, Nariman Point, Mumbai - 400 021 Tel. No.: 022-49573000, 022-49573001 Website: www.dcwltd.com, Email: investor.relations@dcwltd.com

NOTICE CONVENING THE MEETING OF THE SECURED CREDITORS OF DCW LIMITED ('TRANSFEREE COMPANY') PURSUANT TO THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

MEETING DETAILS:

Day	Saturday
Date	15th November 2025
Time	02:30 PM (IST)
Mode	As per the Directions of the Hon'ble National Company Law Tribunal, Ahmedabad Bench, the Meeting shall be conducted through Video conference (VC) and/or other audio and visual means (OAVM)
Venue	Deemed Venue would be the registered office of the Company situated at Dhrangadhra, Gujarat, India, 363315
Cut-off Date	Monday, 30th June 2025
Remote E-Voting start date and time	Wednesday, 12th November 2025, 10:00 AM
Remote E-Voting end date and time	Friday, 14th November 2025, 5:00 PM

E-VOTING DURING THE MEETING:

E-voting through VC/OAVM facility shall also be available to the Secured Creditors of the Transferee Company during the meeting.

Index
Sr. No.	Contents	Page No.
1.	Notice convening Meeting of Secured Creditors of DCW Limited ('the Company') pursuant to Order dated 26th September 2025 of the Hon'ble National Company Law Tribunal, Ahmedabad Bench.	5-11
2.	Explanatory Statement under Sections 102, 230 to 232 of the Companies Act, 2013 ('the Act') read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Act.	12-38
	Annexures
3.	Report of the Audit Committee recommending the Scheme to the Board of Directors of Transferee Company (Annexure 1)	39-44
4.	Report of the Independent Directors recommending the Scheme to the Board of Directors of Transferee Company (Annexure 2)	45-49
5.	Audited Financial Statements of the Transferee Company as on 31st March 2025 and Interim condensed Unaudited Financial Statements as on 30th June 2025 (Annexure 3A to 3B)	50-123
6.	Report on the effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/Directors of the Company as adopted by the Board of Directors of the Transferee Company pursuant to the provisions of Section 232(2)(c) of the Act (Annexure 4)	124-129
7.	Audited Financial Statements of the Transferor Company 1 as on 31st March 2025 and Interim condensed Unaudited Financial Statements as on 30th June 2025 (Annexure 5A to 5B)	130-154
8.	Report on the effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/Directors of the Company as adopted by the Board of Directors of the Transferor Company 1 pursuant to the provisions of Section 232(2)(c) of the Act (Annexure 6)	155-159
9.	Audited Financial Statements of the Transferor Company 2 as on 31st March 2025 and Interim condensed Unaudited Financial Statements as on 30th June 2025 (Annexure 7A to 7B)	160-178
10.	Report on the effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/Directors of the Company as adopted by the Board of Directors of the Transferor Company 2 pursuant to the provisions of Section 232(2)(c) of the Act (Annexure 8)	179-183
11.	Scheme of Amalgamation (Annexure 9)	184-202
12.	Share Exchange Report issued by the Registered Valuer– Securities or Financial Assets and Report of Fairness Opinion on the Share Exchange Ratio given by a SEBI registered Merchant Banker (Annexure 10A to 10B)	203-224
13.	Certificate from the Statutory Auditor of the Transferee Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (Annexure 11)	225-227
14.	Observation Letter dated August 13 2025, issued by BSE Limited (Annexure 12)	228-231
15.	Observation Letter dated August 14 2025, issued by National Stock Exchange of India Limited (Annexure 13)	232-235
16.	Complaint Report as filed with BSE Limited by the Transferee Company (Annexure 14)	236-237
17.	Complaint Report as filed with National Stock Exchange of India Limited by the Transferee Company (Annexure 15)	238-239
18.	Copy of order dated 26th September 2025 passed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench (Annexure 16)	240-274
19.	Compliance Reports under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Transferee Company (Annexure 17)	275-278

Index
Sr. No.	Contents	Page No.
20.	Note in respect of details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Transferee Company, and its promoters and directors (Annexure 18)	279-287
21.	Abridged Prospectus of all the unlisted companies involved in the Scheme (Annexure 19A to 19B)	288-309
22.	Note in respect of need and rationale of the scheme, Synergies of business of the companies involved in the Scheme, Impact of the Scheme on the shareholders and cost benefit analysis of the Scheme (Annexure 20)	310-311
23.	Pre & Post-Scheme Shareholding of Applicant Companies with Rationale for Changes (Annexure 21)	312-313
24.	Capital built-up of transferor and transferee companies for last 10 years (Annexure 22A-22C).	314-317
25.	Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years (Annexure 23)	318-322
26.	Details of pre and post Scheme assets, liabilities, net worth and revenues of the Transferor Company 1, Transferor Company 2 and Transferee Company (Annexure 24)	323-323
27.	Additional information submitted in Annexure M of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Annexure 25)	324-386

Dated this 13th October, 2025 at Gujarat

Sd/- CA Naresh Jindal Chairperson appointed by Hon'ble NCLT for the Meeting of Secured Creditors of DCW Limited

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT AHMEDABAD COMPANY SCHEME APPLICATION NO C.A. (CAA) /51 (AHM)2025

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to 232 read with Section 66 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

AND

In the matter of Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL" or "First Applicant Company"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL" "Second Applicant Company"), with and into DCW Limited ("Transferee Company" or "DCW" or "Third Applicant Company") and their respective shareholders under Sections 230-232 read with Section 66 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 ("Scheme")

Dhrangadhara Trading Company Private Limited	TRANSFEROR COMPANY 1
Sahu Brothers Private Limited	TRANSFEROR COMPANY 2
DCW Limited	TRANSFEREE COMPANY

…. Collectively known as Companies

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

NOTICE CONVENING THE MEETING OF SECURED CREDITORS OF DCW LIMITED

To,

The Secured Creditors, DCW Limited

1. Notice is hereby given that by an Order dated 26th September 2025, the Ahmedabad Bench of National Company Law Tribunal (hereinafter referred as "Tribunal"/NCLT"), has directed the convening of the meeting of the Secured Creditors of DCW Limited to be convened and held on Saturday, 15th November 2025 at 02:30 PM (IST) for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL" or "First Applicant Company") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL" "Second Applicant Company"), with and into DCW Limited ("Transferee Company" or "DCW" or "Third Applicant Company") and their respective shareholders under Sections 230-232 read with Section 66 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 ("Scheme") by passing the following Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 230 - 232 read with Section 66 of the Companies Act, 2013 ('the Act'), Companies (Compromises, Arrangements and Amalgamations), Rules 2016, the National Company Law Tribunal Rules, 2016 ('the Rules') and other applicable provisions, if any, of the Act and the Rules, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and other applicable provisions of the regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) from time to time, the Observation Letters issued by BSE Limited and National Stock Exchange of India Limited, the Memorandum and Articles of Association of the Company and subject to sanction by the Hon'ble National Company Law Tribunal, Ahmedabad Bench ('Hon'ble Tribunal') and other requisite consents and approvals, if any and subject to such terms and conditions and modification(s) as may be imposed, prescribed or suggested by the Hon'ble Tribunal or other appropriate authorities, the Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1") and Sahu Brothers Private Limited ("Transferor Company 2") and DCW Limited ("Transferee Company") and their respective shareholders ('the Scheme' or 'this Scheme') in terms of the draft enclosed to this Notice, be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the "Board", which term shall deemed to mean and include any empowered committee of directors constituted by the Board to exercise its powers including the powers conferred hereunder) be and is hereby authorized to sign, seal and deliver all documents, agreements and deeds and perform all acts, matters and things and to take all such steps as may be necessary or desirable to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble Tribunal, or such other regulatory/statutory authorities while sanctioning the Scheme.

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/ or officer(s) of the Company, to give effect to this Resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from Secured Creditors of the Company."

1. In pursuance of the said Order and as directed therein, meeting of the Secured Creditors of the Transferee Company is being convened through video conference (VC) and/or other audio and visual means (OAVM) for the purpose of considering, and if thought fit, approving the proposed Scheme following the operating procedures referred to in General Circulars No. 14/2020 dated April 08, 2020; No. 20/2020 dated 05th May, 2020 and all subsequent circulars in this regard, the latest being No. 03/2025 dated September 22 2025 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as the "MCA Circulars") read with Circular No. SEBI/HO/CFD/CMD1/

CIR/P/2020/79 dated May 12, 2020 and all subsequent circulars in this regard, the last being SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3rd October 2024 issued by the Securities and Exchange Board of India ("SEBI") ("SEBI Circulars").

• 1. In accordance with the said Order and provisions of Section 108 and other applicable provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended; and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated 11th November 2024 (as amended) the Transferee Company has engaged the services of National Securities Depository Limited ("NSDL") for the purpose of providing facility of remote e-voting prior to the Meeting and for e-voting during the meeting through VC/OAVM. Accordingly, voting by Secured Creditors of the Transferee Company shall be carried out through (a) remote e-voting prior to the Meeting, and (b) e-voting during the Meeting through VC/OAVM.
• 1. The Secured creditors shall have the facility and option of voting through VC/ OAVM during the meeting and in addition to the same, the Secured creditors shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes through remote e-voting prior to the meeting during the period commencing from Wednesday, 12th November 2025 10:00 AM (IST) and ends on Friday, 14th November 2025 5:00 PM IST. The voting rights of Secured creditors shall be in proportion to the amount outstanding in the Transferee Company as on 30th June, 2025, being the cut-off Date ("Cut-off Date"), The Secured creditors opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/OAVM are requested to read the instructions in the Notes of this Notice for further details on remote e-voting and e-voting through VC/OAVM during the Meeting.
• 1. Pursuant to the Order of the NCLT, the Transferee Company has exercised the option to convene the Meeting of Secured Creditors by VC/OAVM, and there is no requirement of appointment of proxies as per General Circular No. 14/2020 dated 08th April, 2020. Accordingly, the facility of appointment of proxies by Secured Creditors under Section 105 of the Act will not be available for the said Meeting. However, in pursuance of Sections 112 and 113 of the Act read with Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, where a body corporate is a secured creditor, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided an authority letter/power of attorney by the Board of Directors or a certified copy of the resolution passed by its Board of Directors or other governing body of such corporate authorizing such person to attend and vote at the Meeting through VC/OAVM as its representative, who are authorized to vote is emailed to the Transferee Company at investor.relations@dcwltd.com, the Scrutinizer at kotharikriti24@gmail.com with a copy marked to evoting@nsdl.com not later than 48 (forty eight) hours before the time scheduled for holding the Meeting.
• 1. A copy of the Scheme, the Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Rules, along with the enclosures as indicated in the Index, are enclosed herewith. In compliance with the Order and the MCA and SEBI Circulars, the notice of this Meeting, together with the documents accompanying the same, is being sent through mode prescribed in the NCLT Order. Physical copy of this Notice along with accompanying documents will be sent free of charge to those who request for the same. A copy of this Notice and the accompanying documents will be hosted on the website of the Transferee Company at https://dcwltd.com and will also be available on the website of BSE Limited ('BSE') at www.bseindia.com and National Stock Exchange of India Limited ('NSE') at https://www.nseindia.com and also on the website of NSDL at https://www.evoting.nsdl. com. A copy of the Scheme along with the Notice and Explanatory Statement can be obtained free of charge, between 2.00 PM to 4.00 PM on any day (except Saturday, Sunday and public holidays) up to one day prior to the date of the meeting from the Registered Office of the Transferee Company or by sending a request, along with details of your outstanding in the Transferee Company, by e-mail at investor.relations@dcwltd.com
• 1. In accordance with the provisions of Sections 230 to 232 read with Section 66 of the Act, the Scheme shall be considered as approved by the Secured Creditors only if the Scheme is approved by majority of persons representing three-fourth in value of the Secured Creditors of the Transferee Company, voting through remote e-voting and e-voting facility made available during the Meeting through VC/ OAVM.
• 1. The Hon'ble Tribunal has appointed CA Naresh Jindal (Naresh Jindal & Associates) as the Chairman/Chairperson for the meeting of the Secured Creditors of the Transferee Company for the purpose of consideration of the Scheme and Ms. Kriti Kothari, Advocate as the Scrutinizer of the said meeting.
• 1. The above-mentioned Scheme, if approved by the secured creditors, will be subject to the subsequent approval of the Tribunal.

Dated this 13th October, 2025 at Gujarat

Sd/- CA Naresh Jindal Chairperson appointed by Hon'ble NCLT for the Meeting of Secured Creditors of DCW Limited

NOTES FOR MEETING OF SECURED CREDITORS OF THE TRANSFEREE COMPANY:

General instructions for accessing and participating in the Meeting through VC Facility and voting through electronic means including Remote E-voting:

• 1. Pursuant to the order dated 26th September, 2025 in Company Application No. C.A. (CAA)/51 (AHM)2025, passed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench, the meeting of the Secured Creditors of the Transferee Company is being convened on Saturday 15th November 2025 at 02:30 PM IST through VC/OAVM without the physical presence of the Secured Creditors at a common venue, at the option of the Transferee Company and as per applicable procedure (with requisite modifications as may be required) referred to in MCA Circulars and SEBI Circulars for the purpose of considering, and if thought fit, approving the Scheme, pursuant to the provisions of Sections 230 to 232 read with Section 66, and other applicable provisions of the Companies Act, 2013('the Act'). In accordance with the MCA and SEBI Circulars, provisions of the Act and the Listing Regulations, the Meeting is being held through VC/ OAVM. As per the Order and MCA/SEBI Circulars, since the meeting is held through VC/OAVM, the deemed venue of the Meeting shall be registered office of the Transferee Company.
• 1. Only those Secured creditors outstanding as on June 30, 2025 of the Transferee Company can vote at the meeting (either in person or by Authorised Representative). Although pursuant to the provisions of the Act, a secured creditor entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Secured Creditor of the Transferee Company, but since this meeting is being held pursuant to the MCA Circular, SEBI circular through VC/OAVM, the requirement of physical attendance of Secured Creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the Secured Creditors will not be available for this meeting and hence the proxy form, attendance slip and route map of this meeting are not annexed to this notice.
• 1. The cut-off date to determine the eligibility to attend and vote by remote e-voting or e-voting through VC/OAVM during the Meeting shall be as per applicable law ("Cut-off Date"). The Secured creditors outstanding as on 30th June, 2025, shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting through VC/OAVM, as the case may be.
• 1. Only those Secured Creditors who will be present at the Meeting through VC/OAVM facility and have not cast their vote by remote e-voting prior to the Meeting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting. However, the Secured Creditors who have cast their votes by remote e-voting prior to the Meeting will be eligible to participate at the Meeting but shall not be eligible to cast their vote again during the Meeting.
• 1. Each Secured creditors can opt for only one mode of voting i.e. (a) remote e-voting prior to Meeting or (b) e-voting through VC/OAVM during the Meeting as arranged by NSDL on behalf of the Transferee Company. If a Secured creditor cast votes by both modes, then voting done through remote e-voting shall prevail. Once the vote on a resolution is cast, the Secured creditor shall not be allowed to change the same subsequently or cast the vote again.
• 1. The Explanatory Statement pursuant to Sections 230(3), 232(1), 232(2) and Section 102 of the Act, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 setting out the material facts concerning the Special Business and details of the arrangement is annexed hereto.
• 1. All the documents referred to in the accompanying notice and explanatory statement, shall be available for inspection through electronic mode, basis the request being sent on investor.relations@dcwltd.com and also available on Transferee Company website at https://dcwltd.com
• 1. Secured Creditors attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. The quorum for the said meeting shall be as per the Order. Further, in terms of the Tribunal Order, in the event the aforesaid quorum for the Meeting is not present at the commencement of the Meeting, then the Meeting shall be

adjourned by 30 (thirty) minutes and thereafter the secured creditors present at the Meeting shall be deemed to constitute requisite quorum.

• 1. The Tribunal has appointed CA Naresh Jindal (Naresh Jindal & Associates) as the Chairman/Chairperson for the meeting of the Secured Creditors of the Transferee Company for consideration of the Scheme and Ms. Kriti Kothari, as the Scrutinizer, to scrutinize votes cast electronically through remote e-voting and e-voting through VC/OAVM during the Meeting in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the Chairperson of the Meeting or to the person so authorised by the Chairperson. The scrutinizer's decision on the validity of the votes cast electronically shall be final.
• 1. The remote e-voting period commences on Wednesday, 12th November 2025 10:00 AM. (IST) and ends on Friday, 14th November 2025, 5:00 PM (IST). During the remote e-voting period, Secured Creditors of the Transferee Company, as on the cut-off date i.e. 30th June, 2025, may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting on Friday, 14th November 2025, at 05:00 P.M. (IST). The detailed instructions for joining the Meeting through VC/OAVM and process and manner of remote e-voting form part of this Notice.
• 1. The Notice convening the aforesaid meeting, day, date, place and time of the meeting will be published through advertisement in the following newspapers, namely, (i) "Indian Express" in the English language in National Edition; and (ii) "Financial Express" in the Gujarati language.
• 1. The notice along with all the annexures are being sent to all the Secured Creditors outstanding as 30th June 2025 in accordance with the Order.

14. DECLARATION OF RESULTS ON THE RESOLUTION

• (i) The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer's report of the total votes cast in favor and against the resolution and invalid votes, if any and submit the same to the Chairperson of the Meeting or a person authorized by Chairperson in writing who shall countersign the same.
• (ii) The result of the voting shall be announced by the Chairperson of the Meeting or a person authorized by the Chairperson in writing within 2 (two) working days from the conclusion of the Meeting. The results declared, along with the Scrutinizer's Report, shall be displayed at the notice board of registered office of Transferee Company and hosted on the Transferee Company's website at https://dcwltd.com and on the website of NSDL at www.evoting.nsdl.com immediately after the results are declared.
• (iii) Subject to the receipt of requisite majority of votes in favor of the Scheme, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on Saturday 15th November 2025 at 02:30 PM (IST).
• 1. Explanatory Statement, the Scheme and other enclosures are enclosed and forms part of this notice.
• 1. The instructions for Secured Creditors voting electronically are as under:
• i. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations and SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated 11th November 2024 (as amended) and MCA Circulars, the Transferee Company is providing facility of remote e-voting to its Secured Creditors in respect of the business to be transacted at the meeting. For this purpose, the Transferee Company has appointed National Securities Depository Limited ("NSDL") for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a Secured Creditor using remote e-voting as well as e-voting system on the date of the meeting will be provided by NSDL.

• ii. The remote e-voting period commences on Wednesday, 12th November 2025, 10:00 AM and ends on Friday, 14th November 2025, 5:00 PM. During this period, Secured Creditors of the Transferee Company, as on the cut-off date i.e. 30th June, 2025 may cast their vote by remote E-voting. The remote E-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Secured Creditor, the Secured Creditor shall not be allowed to change it subsequently.

• iii. Secured Creditors who have cast their vote by remote e-voting may also attend the meeting but shall not be entitled to cast their vote again.

• iv. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09th December, 2020, under Regulation 44 of the Listing Regulations, listed entities are required to provide remote e-voting facility to its Secured Creditors, in respect of all Secured Creditors resolutions.

NSDL e-Voting System – For e-voting and Joining Virtual meeting.

• 1. In compliance with NCLT Order dated 26th September 2025 and pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), the Company is providing facility of remote e-voting to its Secured creditors in respect of the business to be transacted at the Meeting. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by Secured creditors using remote e-voting as well as the e-voting system on the date of the Meeting will be provided by NSDL.
• 1. The Secured creditors can join the Meeting in the VC/OAVM mode 30 minutes before and also after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
• 1. The attendance of the Secured creditors attending the Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. The Meeting Notice is also disseminated on the website of NSDL (agency for providing the Remote e-Voting facility and e-voting system during the Meeting) i.e.https://www.evoting.nsdl.com/.

Kindly follow the instructions for Secured creditors Remote voting electronically provided as under.

• 1. The voting period begins on Wednesday, 12th November 2025, 10:00 AM and ends on Friday, 14th November 2025 5:00 PM. The e-voting module shall be disabled for voting thereafter.
• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder / Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
• 1. Your Login id and password details casting your vote electronically and for attending the Meeting of Creditors through VC/ OAVM are attached in the pdf file enclosed herewith. Please note that the password to open the pdf file is the unique id mentioned above or the first time the system will ask to reset your password.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.
• 1. You will be able to see the EVEN no. 137410 of the company.
• 1. Click on "EVEN" of company to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
• 1. If you face any problems/experience any difficulty or If you forgot your password please feel free to contact toll free number 022 - 48867000 / 022 – 24997000 or contact on email id evoting@nsdl.com

The instructions for Secured Creditors for e-voting on the day of the Secured Creditors Meeting are as under:

• 1) The procedure for e-Voting on the day of the Secured Creditor Meeting is same as the instructions mentioned above for remote e-voting.
• 2) Only those Secured Creditors, who will be present in the meeting through VC/ OAVM facility and have not casted their vote on the Resolution through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Secured Creditors Meeting.
• 3) Secured creditors who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.
• 4) If you have any queries or issues regarding attending Meeting & e-Voting from the NSDL e-Voting System, you can write an email to evoting@nsdl.com or call at 022 - 4886 7000 for any other queries., contact company at investor. relations@dcwltd.com.

Instructions for Secured Creditors for attending the Secured Creditors Meeting through VC/OAVM are as under:

• 1. Secured Creditors will be provided with a facility to attend the Secured Creditors Meeting through VC/OAVM through the NSDL e-Voting system. Secured Creditors may access the same at https://www.evoting.nsdl.comunder shareholder / member login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder / member login where the EVEN of Company will be displayed.
• 1. Secured Creditors are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Secured Creditors will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Secured Creditors who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance between 27th October 2025 to 31st October 2025 mentioning their name, email id, mobile number at investor.relations@dcwltd.com. The Secured Creditors who may have queries relating to the Scheme, may send their queries during the said period, prior to Meeting mentioning their name, Email Id, Mobile Number at investor.relations@dcwltd.com. These queries will be replied to by the Company suitably. The Secured Creditors will be allowed to express their views and ask questions only relating to the Scheme and/or on the Resolutions mentioned in the Notice of the Meeting. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the Meeting. Those Secured Creditors who have registered themselves as speaker will only be allowed to express their views/ask questions during the Meeting.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH, AT AHMEDABAD COMPANY SCHEME APPLICATION NO C.A. (CAA) /51 (AHM)/ 2025

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to 232 read with Section 66 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

AND

In the matter of Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL" or "First Applicant Company"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL" "Second Applicant Company"), with and into DCW Limited ("Transferee Company" or "DCW" or "Third Applicant Company") and their respective shareholders under Sections 230-232 read with Section 66 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 ("Scheme")

Dhrangadhara Trading Company Private Limited	TRANSFEROR COMPANY 1
Sahu Brothers Private Limited	TRANSFEROR COMPANY 2
DCW Limited	TRANSFEREE COMPANY

…. Collectively known as Companies

EXPLANATORY STATEMENT UNDER SECTION(S) 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE CALLING THE MEETING OF SECURED CREDITORS OF DCW LIMITED PURSUANT TO THE ORDER DATED 26TH SEPTEMBER 2025 OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH.

• 1. Pursuant to the Order dated 26th September 2025 passed by the Hon'ble NCLT, Ahmedabad Bench in the Company Scheme Application referred to hereinabove, meeting of Secured Creditors of the Transferee Company is to be held on Saturday 15th November 2025 at 02:30 PM IST, through Video conference and/or other audio and visual means for the purpose of considering and, if thought fit, approving with or without modification(s), Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1") and Sahu Brothers Private Limited ("Transferor Company 2") with and into DCW Limited ("Transferee Company") and their respective shareholders ('the Scheme' or 'this Scheme').
• 1. In this statement, Dhrangadhara Trading Company Private Limited is referred as ("Transferor Company 1"), Sahu Brothers Private Limited ("Transferor Company 2"), and DCW Limited ("Transferee Company").
• 1. The Board of Directors of the Transferor Company 1, Transferor Company 2, and Transferee Company had approved the Scheme at their respective Board Meetings held on 13th February 2025.

• The Report of the Audit Committee recommending the Scheme to the Board of Directors of Transferee Company is attached herewith as Annexure 1 and the Report of the Independent Directors recommending the Scheme to the Board of Directors of Transferee Company is attached herewith as Annexure 2.

5. Rationale for the Scheme is as under:

Object and rationale for amalgamation of Transferor Company 1, Transferor Company 2 with and into Transferee Company:

It is proposed to amalgamate the Transferor Company 1 and the Transferor Company 2 into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Company 1 and the Transferor Company 2 to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• a) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company 1 and the Transferor Company 2 into the Transferee Company;
• b) The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company.;
• c) The promoter group's shareholding in the Transferee Company will remain unchanged pre- and postamalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Company 1 and the Transferor Company 2 or the Promoter/Promoter Group of the Transferee Company.
• d) The shareholders of the Transferor Company 1 and the Transferor Company 2 shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

Accordingly, the Board of Directors of the respective Companies have formulated this Scheme for transfer and vesting of the Transferor Company 1 and the Transferor Company 2 with and into the Transferee Company pursuant to the provisions of Section 230-232 read with Section 66 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). The Scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the respective Companies and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the Scheme.

6. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Transferee Company:

i. Details of the order of the NCLT directing the calling, convening and conducting of the Meeting:

Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue (mode) of the NCLT Convened Meeting.

• ii. Details of the Transferee Company, DCW Limited:
• (a) Date of Incorporation: 28th January 1939.
• (b) Corporate Identification Number (CIN): L24110GJ1939PLC000748.
• (c) Permanent Account Number (PAN): AAACD0559N
• (d) Type of Company: Listed public limited company.
• (e) Registered Office: Dhrangadhra, Gujarat, India, 363315.

• (f) Email Address: legal@dcwltd.com

• (g) Name of the stock exchange(s) where securities of the company are listed: Equity shares of the Transferee Company are listed on BSE Limited and National Stock Exchange of India Limited.

• (h) Summary of the main objects as per the Memorandum of Association and main business carried on by Transferee Company:

The objects for which the Transferee Company has been established are set out in its Memorandum of Association. Inter alia, the main objects of the Transferee Company as set out in Clause III of the Memorandum of Association are as hereunder:

• "III. The objects for which the company is established are:
• 1. To acquire and take over from the Government of His Highness the Maharaja of Dhrangadhra and/or His Highness the Maharaja of Dhrangadhra the Shree Shakti Alkali Works and the plant and all the assets thereof and with a view thereto to enter into the agreement referred to in Article 3 (a) of the original Articles of Association and to carry the same into effect with or without modification.
• 2. To manufacture Soda Ash and other salts and to deal in the same.
• 3. To carry on the business of the chemical manufacturers and wholesale and retail chemists and druggists, analytical chemists, drysalters, oil and colour men, importers, exporters, and manufacturers of and dealers in heavy chemicals, drugs, essences, cordials, acids, alkalis, pharmaceutical medicinal, detergents, detergent intermediates, chemical, industrial and other preparations and articles of any kind whatsoever, mineral and other water, cement, oils, paints, pigments and varnishes, drug, paint and colour grinders, makers of and dealers in proprietary articles of all kinds and of electrical, chemical, photographic, surgical and scientific apparatus and materials and in any similar or allied business and either in connection with the said business or as distinct or separate business."

Clause IIIB (36) of the Memorandum of Association of the Transferee Company which contain provisions for amalgamations and arrangements, are reproduced herein below:

"To amalgamate with any company or companies having objects altogether or in part similar to those of this Company ."

• (i) Details of change of name, registered office and objects of Transferee Company during the last five years:
• (a) Change of Name: There has been no change in name for the last five years.
• (b) Change of Registered Office: There has been no change of registered office for the last five years.
• (c) Change of objects: There has been no change of objects for the last five years.
• (j) The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 30th September 2025 is as under:

Particulars	Amount (INR)
Authorised share capital
35,00,00,000 equity shares of Rs. 2 each	70,00,00,000
Total	70,00,00,000
Issued, subscribed and, paid-up share capital
29,51,55,017 equity shares of Rs. 2 each, fully paid-up	59,03,10,034
Total	59,03,10,034

Subsequent to 30th September 2025, and till the date of filing of this notice , there has been no change in the issued, subscribed, and paid-up Share Capital of the Transferee Company.

(k) Pre and Post shareholding pattern of the Transferee Company as on the date of notice is as follows:

Category of Shareholders		Pre-approval of Scheme		Post-approval of Scheme
		No. of Shares	% of shares	No. of Shares	% of shares
A)	Promoter	13,17,05,082	44.62%	13,17,05,082	44.62%
B)	Public	16,34,49,935	55.38%	16,34,49,935	55.38%
Total		29,51,55,017	100.00%	29,51,55,017	100.00%

(l) A summary of the assets and liabilities of the Transferee Company as per the Audited Balance Sheet as on 31st March 2025 are as follows:

Liabilities	Amount as on 31st March 2025 (in lakhs)	Assets	Amount as on 31st March 2025 (in lakhs)
Share capital	5,903.10	Non-Current Assets	1,38,384.64
Other Equity	97,366.05	Current Assets	79,413.90
Non- Current liabilities	41,036.70
Current liabilities	73,492.69
Total	2,17,798.54	Total	2,17,798.54

• (m) Audited financial statements as on 31st March 2025 and Interim condensed Unaudited Financial Statements as on 30th June 2025 of Transferee Company is attached herewith as Annexure 3A and 3B.
• (n) Names of the Promoters and Directors of the Transferee Company as on date of Notice along with their addresses:

Sr. No.	Name of Promoter/ Promoter Group	Category	Address
1.	Mr. Pramod Kumar Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
2.	Mr. Bakul Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
3.	Mr. Vivek Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
4.	Mr. Mudit Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
5.	Ms. Namita Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
6.	Mr. Ashish Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
7.	Mrs. Durgavati Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
8.	Mrs. Meeta Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
9.	Vivek Jain HUF (Karta- Mr. Vivek Jain)	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
10.	Mrs. Paulomi Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021

i. The details of the promoters of the Transferee Company are as follows:

Sr. No.	Name of Promoter/ Promoter Group	Category	Address
11.	Mrs. Vandana Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
12.	Ms. Varsha Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
13.	Mrs. Sonalika Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
14.	Mr. Saatvik Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
15.	Mrs. Rima Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
16.	Ms. Anushree Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
17.	Mrs. Malti Bhindi	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
18.	Mast. Shivaang Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
19.	Mrs. Neera Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
20.	Mrs. Usha Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
21.	Mrs. Shivantika Jain	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
22.	B J Holdings Private Limited	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
23.	Cashco Holdings Private Limited	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
24.	Dhrangadhara Trading Company Private Limited	Promoter Group	Dhrangadhra, Surendranagar, Gujarat 363310
25.	Florida Holdings and Trading Pvt Ltd	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
26.	Kishco Private Limited	Promoter Group	Plot No.71, E To T, Govt. Ind. Estate, Behind Garuda Petrol Pump, Charkop, Kandivali-West, Mumbai 400067
27.	Sahu Brothers Private Limited	Promoter Group	Dhrangadhra, Surendranagar, Gujarat 363310
28.	Vikrant Holdings And Trading Pvt Ltd	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
29.	Jain Sahu Brothers Properties LLP	Promoter Group	Dhrangadhra, Surendranagar, Gujarat – 363 310
30.	Sahu Cylinders & Udyog Pvt Ltd	Promoter Group	645, Anna Salai, 3rd Floor, Greams Road, Chennai, Tamil Nadu 600006
31.	Canvas Shoe Co (Goa) Private Ltd.	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
32.	D P B Holdings Private Limited	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
33.	Pramod Kumar Jain Trust BB	Promoter Group	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021

Sr. No.	Name of Director	Designation	Address
1.	Mr. Bakul Jain	Chairman &	Nirmal, 3rd Floor, Nariman Point,
		Managing Director	Mumbai – 400 021
2.	Mr. Vivek Jain	Managing Director	Nirmal, 3rd Floor, Nariman Point,
			Mumbai – 400 021
3.	Mr. Ashish Jain	Managing Director	Nirmal, 3rd Floor, Nariman Point,
			Mumbai – 400 021
4.	Mr. Krishnamoorthy	Independent	Nirmal, 3rd Floor, Nariman Point,
	Krishnan	Director	Mumbai – 400 021
5.	Mr. Mahesh Vennelkanti	Independent	Nirmal, 3rd Floor, Nariman Point,
		Director	Mumbai – 400 021
6.	Ms. Poornima Prabhu	Independent	Nirmal, 3rd Floor, Nariman Point,
		Director	Mumbai – 400 021

ii. The details of the Directors of the Transferee Company are as follows:

(o) The date of the Board Meeting of the Transferee Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Board of Directors of Transferee Company approved the Scheme at its meeting dated 13th February 2025. Details of the manner in which the Directors of Transferee Company voted at this meeting are as follows:

Sr. No.	Name of Director	Voted in favor/against/ abstained
1.	Mr. Bakul Jain	In favour
2.	Mr. Vivek Jain	In favour
3.	Mr. Ashish Jain	In favour
4.	Mr. Krishnamoorthy Krishnan	In favour
5.	Mr. Mahesh Vennelkanti	In favour
6.	Ms. Poornima Prabhu	Absent in the meeting

(p) None of the Directors, Key Managerial Personnel of Transferee Company and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferor Company 1, Transferor Company 2 and Transferee Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the Transferor Company 1, Transferor Company 2, and Transferee Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel of Transferee Company as on date of Notice is as follows:

Sr. No.	Name	Designation	No. of shares held in Transferor Company 1	No. of shares held in Transferor Company 2	No. of shares held in Transferee Company
1.	Mr. Bakul Jain	Chairman & Managing Director	89	75,715	12,63,332
2.	Mr. Vivek Jain	Managing Director	89	1,83,610	1,32,42,077
3.	Mr. Ashish Jain	Managing Director	89	3,06,987	1,56,45,500
4.	Mr. Krishnamoorthy Krishnan	Independent Director	-	-	-

Sr. No.	Name	Designation	No. of shares held in Transferor Company 1	No. of shares held in Transferor Company 2	No. of shares held in Transferee Company
	Mr. Mahesh	Independent	-	-	-
5.	Vennelkanti	Director
6.	Ms. Poornima Prabhu	Independent	-	-	-
		Director
	Mr. Pradipto	CFO	-	-	-
7.	Mukherjee
8.	Mr. Dilip Darji	Company Secretary	-	-	-
9.	Mr. Amitabh Gupta	CEO	-	-	9,38,333

• (q) The Transferee Company has 9 (Nine) secured creditors as on 30th June 2025 and amount due to such secured creditors is INR 50,199.86 lacs (This includes Secured Creditors from whom non-fund-based limits in the form of Letter of Credit (LC) are availed to the extent of INR 13,902.72 lakhs, although they are not outstanding as on 30th June 2025).
• (r) The Transferee Company has 1,278 (One thousand Two Hundred Seventy-Eight) unsecured creditors as on 30th June 2025 and amount due to such Unsecured Creditors is INR 57,304.19 lakhs.
• (s) Disclosure about the effect of the compromise or amalgamation on:

Shareholders	The effect of the Scheme on the shareholders, promoters,
Promoters	non-promoter shareholders, and key managerial
Non-Promoter Shareholders	personnel/Directors of the Company is given in the report
Key Managerial Personnel (KMP)	adopted by the Board of Directors of Transferee Company pursuant to the provisions of Section 232(2)(c) of the Act
Directors	which is attached as Annexure 4 to this Statement.
Depositors	Since DCW Limited is Transferee Company, there is no impact on the depositors. Further, there is no arrangement or compromise with depositors.
Creditors	No arrangement or compromise with creditors.
Debenture holders	Not Applicable, as the Company has not issued any Debentures
Deposit trustee and debenture trustee	Not Applicable
Employees of the Company	Since the Company is Transferee Company, there is no impact on the Employees of the Transferee Company.

• (t) The Scheme is filed with the Registrar of Companies on 7th October, 2025 vide SRN AB7994435
• (u) There are no material investigations or proceedings pending against the Transferee Company or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.
• 1. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Transferor Company 1:
• i. Details of the Transferor Company 1, Dhrangadhara Trading Company Private Limited:
• (a) Date of Incorporation: 21st October, 1942

• (b) Corporate Identification Number (CIN): U99999GJ1942PTC163556.

• (c) Permanent Account Number (PAN): AAACD2636A

• (d) Type of Company: Private Limited Company.
• (e) Registered Office: Dhrangadhra, Surendra Nagar- 363310, Gujarat, India
• (f) Email Address: legal@dcwltd.com
• (g) Name of the stock exchange(s) where securities of the company are listed: Not Listed
• (h) Summary of the main objects as per the Memorandum of Association and main business carried on by Transferor Company 1:

The objects for which the Transferor Company 1 has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III of the Memorandum of Association are as hereunder:

• "1. To carry on the business of wholesale and retail buyers, seller, commission agents, dealers, exporters and importers and agents for the merchandise, goods, material and produce of any kind, expressly including Soda Ash and other salts and chemicals whether manufactured or not and whether of a like nature or description or not, general warehousemen, carriers, packers, underwriters, insurance agents, money lenders and financiers.
• 2. To carry on, directly or indirectly, any other trade, business, or employment, manufacturing, agency or otherwise, which may seem to the company capable of being, conveniently carried on either in connection with or in addition to any business hereby authorized or otherwise calculated directly or indirectly to enhance the value of, or render profitable, any of the companies property, rights, or business for the time being.
• 3. To take, purchase or acquire, by gift, exchange, or otherwise, and to hold any shares (whether fully or partly paid), stock, debentures, debenture stocks, or other securities in or of any other company, and to cause such shares stock, debentures securities, or any of them to be vested in or held by nominees or a nominee for and on behalf of the Company."

Clause IIIC (27)of the Memorandum of Association of the Transferor Company 1 which contain provisions for amalgamations and arrangements, are reproduced herein below:

"Subject to the provisions of the Companies Act, 2013 and other laws in force, to demerge any of its business undertakings or to amalgamate or merge or enter into partnership or into any arrangements for sharing profits, union of interests, cooperation, joint venture or reciprocal concession with any person or persons, partnership firm/firms, or company or companies carrying on or engaged in any business or transaction which this Company is authorized to carry on or engage in".

• (i) Details of change of name, registered office and objects of Transferor Company 1 during the last five years:
• a) Change of Name: There has been no change in name for the last five years.
• b) Change of Registered Office: The registered office of the Transferor Company 1 was shifted from the State of Maharashtra to State of Gujarat via order dated 26th March, 2025 issued by Regional Director and is now situated at Dhrangadhra, Surendra Nagar–363310, Gujarat, India.
• c) Change of objects: There has been no change of objects for the last five years.

(j) The authorized, issued, subscribed and paid-up share capital of the Transferor Company 1 as on 30th September, 2025 is as under:

Particulars	Amount (INR)
Authorised share capital
1,000 equity shares of INR 100 each	1,00,000
9,000 Preference shares of INR 100 each	9,00,000
Total	10,00,000
Issued, subscribed and, paid-up share capital
518 equity shares of INR 100 each fully paid up	51,800
Total	51,800

Subsequent to 30th September 2025, and till the date of filing of this Notice, there has been no change in the issued, subscribed, and paid-up Share Capital of the Transferor Company 1.

(k) Pre and Post shareholding pattern of the Transferor Company 1 as on the date of notice is as follows:

Category of		Pre-approval of Scheme		Post-approval of Scheme
	Shareholders	No. of Shares	% of shares	No. of Shares	% of shares
A)	Promoters/	518	100%	Nil, since the company is being amalgamated, all shares will extinguish
	Promoter Group
B)	Public	0
Total		518	100%

(l) A summary of the assets and liabilities of the Transferor Company 1 as per the Audited Balance Sheet as on 31st March 2025 are as follows:

Liabilities	Amount as on 31st March 2025 (in Hundreds)	Assets	Amount as on 31st March 2025 (in Hundreds)
Share capital	518	Non-Current Assets	54,016
Other Equity	54,880	Current Assets	1,532
Non- Current liabilities	-
Current liabilities	150
Total	55,548	Total	55,548

(m) Audited financial statements as on 31st March, 2025 and Interim condensed Unaudited Financial Statements as on 30th June, 2025 of Transferor Company 1 is attached herewith as Annexure 5A and 5B.

(n) Names of the Promoters and Directors of the Transferor Company 1 as on date of Notice along with their addresses:

Sr. No	Name of Promoter/	Category	Address
	Promoter Group
1.	Jain Sahu Brothers Properties LLP	Promoter	Dhrangadhra, Surendranagar,
			Gujarat – 363 310
2.	Mr. Bakul Jain	Promoter	Nirmal, 3rd Floor, Nariman Point,
			Mumbai – 400 021
3.	Mr. Vivek Jain	Promoter	Nirmal, 3rd Floor, Nariman Point,
			Mumbai – 400 021
4.	Mr. Mudit Jain	Promoter	Nirmal, 3rd Floor, Nariman Point,
			Mumbai – 400 021
5.	Mr. Ashish Jain	Promoter	Nirmal, 3rd Floor, Nariman Point,
			Mumbai – 400 021

i. The details of the promoters of the Transferor Company 1 are as follows:

ii. The details of the Directors of the Transferor Company 1 are as follows:

Sr. No	Name of Director	Designation	Address
1.	Mr. Sudarshan Ganapathy	Director	Nirmal, 3rd Floor, Nariman Point,
			Mumbai – 400 021
2.	Mr. Romu Malkani	Director	Nirmal, 3rd Floor, Nariman Point,
			Mumbai – 400 021

• (o) The date of the Board Meeting of the Transferor Company 1 at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:
• i. The Board of Directors of Transferor Company 1 approved the Scheme at its meeting dated 13th February 2025. Details of the manner in which the Directors of Transferor Company 1 voted at this meeting are as follows:

Sr. No.	Name of Director	Voted in favor/ against/ abstained
1.	Mr. Sudarshan Ganapathy	In favour
2.	Mr. Romu Malkani	In favour

(p) None of the Directors, Key Managerial Personnel of Transferor Company 1 and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferor Company 1, Transferor Company 2, and Transferee Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the Transferor Company 1, Transferor Company 2 and Transferee Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel, if any, of Transferor Company 1 as on date of Notice is as follows:

Sr. No.	Name	Designation	No. of shares held in Transferee Company	No. of shares held in Transferor Company 2	No. of shares held in Transferor Company 1
1.	Mr. Sudarshan Ganapathy	Director	5,55,555	-	-
2.	Mr. Romu Malkani	Director	55,555	-	-

• (q) The Transferor Company 1 has Nil secured creditors as on 30th June 2025.
• (r) The Transferor Company 1 has Nil unsecured creditors as on 30th June 2025.
• (s) Disclosure about the effect of the compromise or amalgamation on:

Shareholders	The effect of the Scheme on the shareholders, promoters,
Promoters	non-promoter shareholders, and key managerial personnel/
Non-Promoter Shareholders	Directors of the Company is given in the report adopted by
Key Managerial Personnel (KMP)	the Board of Directors of Transferor Company 1 pursuant to the provisions of Section 232(2)(c) of the Act which is
Directors	attached as Annexure 6 to this Statement.
Depositors	There are no depositors. Hence this is not applicable.
Creditors	No arrangement or compromise with creditors.
Debenture holders	There are no debenture holders in the Transferor Company 1.
	Hence this is not applicable.
Deposit trustee and debenture trustee	Not Applicable
Employees of the Company	Employees, if any, will continue to be the Employees of
	Transferee Company, without any break or interruption in
	service as a result of the merger.

• (t) The Scheme is filed with the Registrar of Companies on 9th October, 2025 vide SRN AB8070528.
• (u) There are no material investigations or proceedings pending against the Transferor Company 1 or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.

8. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Transferor Company 2:

• i. Details of the Transferor Company 2, Sahu Brothers Private Limited:
• (a) Date of Incorporation: 04th April 1949.
• (b) Corporate Identification Number (CIN): U65910GJ1949PTC163598.
• (c) Permanent Account Number: (PAN): AAACS8703P.
• (d) Type of Company: Private Limited Company.
• (e) Registered Office: Dhrangadhra, Surendra Nagar–363310, Gujarat, India
• (f) Email Address: legal@dcwltd.com
• (g) Name of the stock exchange(s) where securities of the Company are listed: Not Listed
• (h) Summary of the main objects as per the Memorandum of Association and main business carried on by Transferor Company 2:

The objects for which the Transferor Company 2 has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III of the Memorandum of Association are as hereunder:

• "1. To buy, sell, import, export, manufacture, manipulate, treat, prepare and deal in merchandise, commodities, articles, machinery and tools of all kinds, and generally to carry on business as traders, merchants, importers, exporters, manufacturer's representatives, dealers and agents.
• 2. To purchase, take in exchange or on lease, hire or otherwise acquire whether for investment or sale any real or personal property including lands, mines, businesses, building, factories, mills, houses, cottages,

shops, depots, warehouses, machinery, plant. Stock in trade, minerals, rights, concessions, privileges, licenses, easements or interest in or with respect to any property whatsoever for the purpose of the Company in consideration of a gross sum or rent or partly in one way and partly in the other or for any other consideration.

3. To develop and turn to account properties acquired by the Company by laying out and preparing the same for building purposes and pulling down buildings and to drain, pave and build upon or otherwise extend or improve all or any part of the land and buildings of the Company"

Clause IIIC (37)of the Memorandum of Association of the Transferor Company 2 which contain provisions for amalgamations and arrangements, are reproduced herein below:

"Subject to the provisions of the Companies Act, 2013 and other laws in force, to demerge any of its business undertakings or to amalgamate or merge or enter into partnership or into any arrangements for sharing profits, union of interests, cooperation, joint venture or reciprocal concession with any person or persons, partnership firm/firms, or company or companies carrying on or engaged in any business or transaction which this Company is authorized to carry on or engage in"

• (i) Details of change of name, registered office and objects of Transferor Company 2 during the last five years:
• (a) Change of Name: There has been no change in name for the last five years.
• (b) Change of Registered Office: The registered office of the Transferor Company 2 was shifted from the State of Maharashtra to State of Gujarat via order dated 25th March 2025 issued by Regional Director and is now situated at Dhrangadhra, Surendra Nagar–363310, Gujarat, India.
• (c) Change of objects: There has been no change of objects for the last five years.
• (j) The authorized, issued, subscribed and paid-up share capital of the Transferor Company 2 as on 30th September, 2025 is as under:

Particulars	Amount (INR)
Authorised share capital
10,00,000 equity shares of Rs. 100 each	10,00,00,000
Total	10,00,00,000
Issued, subscribed and, paid-up share capital
9,74,559 equity shares of Rs. 100 each, fully paid-up	9,74,55,900
Total	9,74,55,900

Subsequent to 30th September 2025, and till the date of filing of this Notice, there has been no change in the issued, subscribed, and paid-up Share Capital of the Transferor Company 2.

(k) Pre and Post shareholding pattern of the Transferor Company 2 as on the date of notice is as follows:

Category of		Pre-approval of Scheme		Post-approval of Scheme
	Shareholders	No. of Shares	% of shares	No. of Shares	% of shares
A)	Promoters/	9,74,559	100%
	Promoter Group			Nil, since the company is being amalgamated, all shares will extinguish
B)	Public	0
Total		9,74,559	100%

(l) A summary of the assets and liabilities of the Transferor Company 2 as per the Audited Balance Sheet as on 31st March 2025 are as follows:

Liabilities	Amount as on 31st March 2025 (in Hundreds)	Assets	Amount as on 31st March 2025 (in Hundreds)
Share capital	9,74,559	Non-Current Assets	33,82,363
Other Equity	24,20,847	Current Assets	16,422
Non- Current liabilities	-
Current liabilities	3,379
Total	33,98,785	Total	33,98,785

• (m) Audited financial statements as on 31st March, 2025 and Interim condensed Unaudited Financial Statements as on 30th June, 2025 of Transferor Company 2 is attached herewith as Annexure 7A and 7B.
• (n) Names of the Promoters and Directors of the Transferor Company 2 as on date of Notice along with their addresses:

Sr. No.	Name of Promoter/ Promoter Group	Category	Address
1.	Mrs. Paulomi Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
2.	Mr. Ashish Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
3.	Mr. Bakul Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
4.	Mrs. Durgavati Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
5.	Mr. Vivek Jain jointly with Mrs. Meeta Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
6.	Mr. Mudit Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
7.	Cashco Holding Pvt. Ltd.	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
8.	Mrs. Durga Jain jointly with Mr. Bakul Jain & Mrs. Paulomi Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
9.	Sahu Cylinders & Udyog Pvt Ltd	Promoter	645, Anna Salai, 3rd Floor Greams Road, Chennai, Tamil Nadu, India, 600006
10.	Mrs. Meeta Jain jointly with Mr. Vivek Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
11.	Florida Holdings and Trading Pvt Ltd	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
12.	Ms. Varsha Jain	Promoter	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021

i. The details of the promoters of the Transferor Company 2 are as follows:

Sr. No.	Name of Director	Designation	Address
1.	Mr. Bakul Jain	Director	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
2.	Mr. Vivek Jain	Director	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
3.	Mr. Mudit Jain	Director	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021
4.	Mr. Ashish Jain	Director	Nirmal, 3rd Floor, Nariman Point, Mumbai – 400 021

ii. The details of the Directors of the Transferor Company 2 are as follows:

(o) The date of the Board Meeting of the Transferor Company 2 at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Board of Directors of Transferor Company 2 approved the Scheme at its meeting dated 13th February 2025. Details of the manner in which the Directors of Transferor Company 2 voted at this meeting are as follows:

Sr. No.	Name of Director	Voted in favor/ against/ abstained
1.	Mr. Bakul Jain	In favour
2.	Mr. Vivek Jain	In favour
3.	Mr. Mudit Jain	In favour
4.	Mr. Ashish Jain	In favour

(p) None of the Directors, Key Managerial Personnel of Transferor Company 2 and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferor Company 1 and Transferee Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the Transferor Company 1, Transferor Company 2 and Transferee Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel, if any, of Transferor Company 2 as on date of Notice is as follows:

Sr. No.	Name	Designation	No. of shares held in Transferee Company	No. of shares held in Transferor Company 1	No. of shares held in Transferor Company 2
1.	Mr. Bakul Jain	Director	12,63,332	89	75,715
2.	Mr. Vivek Jain	Director	1,32,42,077	89	1,83,610
3.	Mr. Mudit Jain	Director	54,38,857	89	1,21,788
4.	Mr. Ashish Jain	Director	1,56,45,500	89	3,06,987

(q) The Transferor Company 2 has Nil secured creditors as on 30th June 2025.

(r) The Transferor Company 2 has Nil unsecured creditors as on 30th June 2025.

(s) Disclosure about the effect of the compromise or amalgamation on:

The effect of the Scheme on the shareholders, promoters,
non-promoter shareholders, and key managerial personnel/
Directors of the Company is given in the report adopted by
the Board of Directors of Transferor Company 2 pursuant to the provisions of Section 232(2)(c) of the Act which is
attached as Annexure 8 to this Statement.
There are no depositors. Hence this is not applicable.
No arrangement or compromise with creditors.
There are no debenture holders in the Transferor Company
2. Hence this is not applicable.
Not Applicable
Employees, if any, will continue to be the Employees of
Transferee Company, without any break or interruption in
service as a result of the merger.

• (t) The Scheme is filed with the Registrar of Companies on 7th October, 2025 vide SRN AB8004094.
• (u) There are no material investigations or proceedings pending against the Transferor Company 2 or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.

9. Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:

1. Relationship between the Companies:

Transferor Company 1 and Transferor Company 2 are part of the promoter group of the Transferee Company and holds 0.43% and 17.77% of total equity shares in the Transferee Company respectively.

• 1. "Appointed Date" means the 1st day of July, 2024 or such other date as may be approved by the National Company Law Tribunal or any other competent authority and acceptable to the Board of Directors of the Transferor Companies and the Transferee Company.
• 1. "Effective Date" means the dates on which the Order of the NCLT sanctioning the Scheme of Amalgamation is filed with the Jurisdictional Registrar of Companies by the respective companies. Any references in this Scheme to the date of "coming into effect of this scheme" or "effectiveness of this scheme" or "Scheme taking effect" shall mean the Effective Date.
• 1. "Record Date" for the Scheme shall mean the date to be fixed by the Board of Directors of the Transferee Company for the purpose of issue of shares of the Transferee Company to the shareholders of the Transferor Companies.
• 1. Consideration for the Amalgamation: Gist of consideration is mentioned below in italics:

Consideration for Part II of the Scheme:

Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 1 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 1 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 1 in the Transferee Company in the following manner:

'12,80,500 fully paid equity shares of lNR 2/- each of DCW to be issued and allotted to the Equity Shareholders of DTCPL, in proportion to their holdings in DTCPL in the event of amalgamation of DTCPL into DCW'

Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 2 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 2 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 2 in the Transferee Company in the following manner:

'5,24,59,860 fully paid equity shares of lNR 2/- each of DCW to be issued and allotted to the Equity Shareholders of SBPL, in proportion to their holdings in SBPL in the event of amalgamation of SBPL into DCW'

10. Rationale and benefits of the Scheme as perceived by the Board of Directors of the Companies:

Object and rationale for amalgamation of Transferor Company 1, Transferor Company 2 with and into Transferee Company:

It is proposed to amalgamate the Transferor Company 1 and the Transferor Company 2 into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Company 1 and the Transferor Company 2 to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• a) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company 1 and the Transferor Company 2 into the Transferee Company;
• b) The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company.;
• c) The promoter group's shareholding in the Transferee Company will remain unchanged pre- and postamalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Company 1 and the Transferor Company 2 or the Promoter/Promoter Group of the Transferee Company.
• d) The shareholders of the Transferor Company 1 and the Transferor Company 2 shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

Accordingly, the Board of Directors of the respective Companies have formulated this Scheme for transfer and vesting of the Transferor Company 1 and the Transferor Company 2 with and into the Transferee Company pursuant to the provisions of Section 230-232 read with Section 66 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). The Scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the respective Companies and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the Scheme.

Copy of Scheme is attached herewith as Annexure 9

11. Summary of the Valuation Report and Fairness Opinion:

a. The valuation report was issued by the Registered Valuer – Securities or Financial Assets describing, inter alia, the basis for valuation adopted by them in arriving at recommendation for the Share Exchange Ratio based on purpose of valuation and terms of their engagement and setting out the detailed basis for recommendation of the Share Exchange Ratio for the Scheme. In the Valuation Report:

The valuer has stated that share entitlement ratio in the event of the amalgamation of Transferor Company 1 and Transferee Company 2 into Transferee Company would be as follows:

To Equity Shareholders of Transferor Company 1:

"12,80,500 fully paid-up equity shares of Rs. 2 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of DTCPL (Transferor Company 1) in proportion of their holding in DTCPL (Transferor Company 1)"

To Equity Shareholders of Transferor Company 2:

"5,24,59,860 fully paid equity shares of Rs. 2 each of Transferee Company to be issued and allotted to as fully paid up to the equity shareholders of SBPL (Transferor Company 2) in proportion of their holding in SBPL (Transferor Company 2)"

• b. In compliance with Para (A)(2)(d) of Part I of SEBI Master Circular No SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22nd December, 2020, as amended and updated by SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated 23rd November, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/ POD2/P/CIR/2023/93 dated 20th June, 2023 ("SEBI Scheme Circular"), a Fairness Opinion dated 13th February 2025 issued by a SEBI Registered Merchant Banker, stating that the Valuation Report is fair and reasonable. The recommendation of the Share Exchange Ratio has been approved by the Audit Committee and Board of Directors of the Transferee Company and the Board of Directors of the Transferor Company 1 and the Transferor Company 2. The copy of Share Swap Ratio Report and Fairness Opinion Report are attached herewith as Annexure 10A and 10B respectively.
• c. Certificate from the Statutory Auditor of the Transferee Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (Annexure 11)

12. Detail of capital restructuring

Refer Clause 16 of the Scheme of Amalgamation.

13. Detail of debt restructuring:

There shall be no debt restructuring of the Companies pursuant to the Scheme.

• 1. Inspection of the following documents may be taken at the Registered Office of the Companies on any working day (except Saturday, Sunday and Public Holiday) prior to the date of the meeting between 2.00 P.M. to 4.00 P.M. An advance notice should be given by e-mail to the Transferee Company at investor.relations@dcwltd.com if it is desired to obtain copies of the Notice from the Registered Office of the Transferee Company. Alternatively, a request for obtaining an electronic/ soft copy of the Notice and Explanatory Statement may be made by writing an email to investor.relations@dcwltd.com
• (a) Order dated 26th September 2025 passed by the Hon'ble Tribunal in Company Scheme Application No C.A. (CAA)/ 51(AHM)/)2025;
• (b) Copy of the Scheme of Amalgamation between the Companies;
• (c) Share Swap Ratio Report, dated 13th February 2025 issued by the Registered Valuer Securities or Financial Assets, describing, inter alia, the methodologies adopted by them in arriving at the Share Exchange Ratio and setting out the detailed computation of the Share Exchange Ratio for the proposed Amalgamation;
• (d) Fairness Opinion dated 13th February 2025 issued by the SEBI Registered Merchant Banker stating that the Valuation Report is fair and reasonable;

• (e) The certificates issued by the statutory auditors of the Transferee Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;

• (f) Contracts or agreements material to the Scheme: There have been no contracts or agreements material to the Scheme. Hence, not applicable;

• (g) Memorandum and Articles of Associations of the Companies;
• (h) Latest Annual Report of the Companies;
• (i) Copy of the Audit Committee Report dated 13th February 2025 of the Transferee Company;
• (j) Copy of the resolution passed by the Board of Directors of the Transferee Company dated 13th February 2025, approving the Scheme;
• (k) Copy of the report adopted by the Board of Directors of the Companies as per the provisions of Section 232(2) (c) of the Act;
• (l) Abridged Prospectus providing details of the Transferor Company 1 and Transferor Company 2 as duly certified by a SEBI Registered Merchant Banker.
• 1. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme:
• (i) In terms of Regulation 37 of the Listing Regulations, BSE and NSE, by their respective letters, dated 13th August, 2025 and 14th August, 2025 respectively, have issued their no objection to the Scheme. The Copy of the said observation letters dated 13th August, 2025 and 14th August, 2025 as received from BSE and NSE are enclosed as Annexure 12 and Annexure 13, respectively.
• (ii) As required by the SEBI Scheme Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23rd November, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023, the Transferee Company has filed its Complaint report dated 25th April 2025 with BSE and Complaint report dated 20th May 2025 with NSE. Copy of the said Complaint reports filed by the Transferee Company are enclosed as Annexure 14 and Annexure 15, respectively.
• (iii) The Scheme was filed by the Companies with the Ahmedabad Bench of the NCLT on 12th September 2025. The Hon'ble NCLT, Ahmedabad Bench has passed directions to convene Meetings(s) of Secured Creditors of Transferee Company vide an Order dated 26th September 2025. The Copy of Order is attached herewith as Annexure 16.
• (iv) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.
• 1. Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016:
• • In the opinion of the Board, the said Scheme will be of advantage and beneficial to the Transferee Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable.
• • This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act and the statement for the purposes of Rule 6(3) of the Rules.
• • After the Scheme is approved by the Secured Creditors of Transferee Company, it will be further subject to the approval by the Hon'ble National Company Law Tribunal, Ahmedabad Bench.
• • Compliance Reports under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Transferee Company is attached herewith as Annexure 17.
• 1. Additional Details that Transferee Company was directed to disclose in explanatory statement as per Observation Letter dated 13th August, 2025 and 14th August, 2025 issued by the BSE Limited and the National Stock Exchange of India Limited respectively is tabulated below:

A.1. Observations of BSE and responses thereon:

Sr. No.	List of documents/details	Annexure/ remarks
1.	The Entity shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.	There are no ongoing adjudication & recovery proceedings, prosecutions initiated, or any other enforcement actions taken against the Company, its promoters, or directors. However, details of ongoing material litigations, as disclosed to the Stock Exchanges under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are enclosed as Annexure 18.
2.	The Entity shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company and the stock exchanges.	No additional information has been submitted to SEBI since the date of receipt of BSE Observation Letter dated 13th August, 2025.
3.	The Entity shall ensure compliance with the SEBI circulars issued from time to time.	The Transferee Company hereby affirms that it shall comply with all SEBI circulars issued from
4.	The entities involved in the Scheme shall duly comply with various provisions of the Master Circular and ensure that all the liabilities of Transferor Companies shall stand transferred to and vested in and be deemed to be transferred to and vested in the Transferee Company.	time to time and ensure that all entities involved in the Scheme duly adhere to the provisions of the SEBI Master Circular. The Transferee Company further confirms that all liabilities of the Transferor Companies shall be transferred to the Transferee Company in accordance with the Scheme.
5.	The entity is advised that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.	Details of all the Unlisted Companies namely, Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited in the format specified for abridged prospectus as provided in Part E of Schedule VI to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are enclosed as Annexure 19A to 19B.
6.	The Entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.	The Company hereby affirms that the financials included in the Scheme, including those considered for the valuation report, are not for period more than 6 months old and are in compliance with the applicable regulatory requirements.

Sr. No.	List of documents/details	Annexure/ remarks
7.	The entity is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.	The Company hereby affirms that the details of the proposed Scheme, as submitted to the Stock Exchange, are prominently disclosed in the notice sent to the shareholders while seeking their approval.
8.	All the entities are advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013
	i. Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme.	A note in respect of need and rationale of the scheme, Synergies of business of the companies involved in the Scheme, Impact of the Scheme on the shareholders and cost benefit analysis of the Scheme, is enclosed as Annexure 20.
	ii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.	Registered Valuer: CA Harsh Chandrakant Ruparelia IBBI Regn. No. IBBI/RV/05/2019/11106. Merchant Banker: Serene Capital Private Limited, SEBI registered Merchant Banker. Refer Annexure 10A for basis of arriving at
	iii. Basis for arriving at the share swap ratio.	share swap ratio.
	iv. Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.	Refer Annexure 21.
	v. Capital built-up of transferor and transferee companies since incorporation and last 3 years.	Capital built-up of transferor and transferee companies for last 10 years is enclosed as Annexure 22A-22C.
	vi. Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years.	Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years is enclosed as Annexure 23.
	vii. Value of Assets and liabilities of transferor companies that are being transferred to transferee company and post-merger balance sheet of transferee company.	Details of Value of Assets and liabilities of transferor companies that are being transferred to transferee company and post-merger balance sheet of transferee company is enclosed as Annexure 24.

Sr. No.	List of documents/details	Annexure/ remarks
	viii. Details of potential benefits and risks associated with the amalgamation.	The Transferor Company 1 holds 0.43% and Transferor Company 2 holds 17.77% of the
	ix. Financial implication of the amalgamation on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of transferee company pursuant to merger.	total equity shares of the DCW Limited ("the Transferee Company"); both being part of the promoter group of DCW Limited. The Scheme is undertaken primarily to streamline the shareholding structure of the promoter group in DCW Limited by merging the promoter group companies. As such, the Scheme is not intended to result in any expansion of the Company's operations or diversification of its business. The purpose of the Scheme is to simplify the shareholding tiers, reflect direct commitment of the promoters, and rationalize the promoter group's holding in DCW Limited. The Scheme involves no financial outgo for the Transferee Company and does not impact its financial position, paid-up share capital, or shareholding pattern. The economic interests of all shareholders will remain unaffected post amalgamation. The Transferee Company will not bear any costs related to the Scheme; the same shall be fully met by the Transferor Companies or the promoter group. Additionally, the promoter group will indemnify the Transferee Company against any liabilities arising from the amalgamation, reinforcing their long term direct commitment by simplifying the shareholding structure.
9.	Disclose all pending actions against the entities involved in the scheme its promoters/directors/ KMPs.	There are no pending actions against the Transferor Companies, the Transferee Company and their respective promoters/directors/KMPs, which may have adverse impact on the Scheme.
10.	The entity shall ensure that applicable additional information, if any to be submitted to SEBI along with draft scheme of arrangement as advised by email dated August 13, 2025 shall form part of disclosures to the shareholders.	Refer Sr. No. A2 below.
11.	The entity is advised that the proposed equity shares, if any, to be issued in terms of the "Scheme" shall mandatorily be in demat form only."	The Company hereby confirms that any proposed equity shares to be issued in terms of the Scheme shall be issued only in demat form.

Sr. No.	List of documents/details	Annexure/ remarks
12.	The entity is advised that the "Scheme" shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.	The Company confirms that the Scheme will be acted upon subject to the applicant's compliance with all relevant clauses set out in the Scheme document.
13.	No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.	The Company hereby undertakes that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.
14.	The entity is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.	The Company undertakes to incorporate all observations of SEBI and the Stock Exchanges in the petition to be filed before the Hon'ble NCLT and to specifically bring these observations to the notice of the Hon'ble NCLT.
15.	The entity is advised to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.	The Company undertakes to comply with all applicable provisions of the Companies Act, 2013 and rules and regulations issued thereunder, including obtaining the requisite consent from creditors for the proposed Scheme.

A.2. Additional information required to be disclosed as advised by email dated August 13, 2025 of BSE Limited and responses thereon:

• 1. In cases of Demerger, apportionment of losses of the listed company among the companies involved in the scheme.
• 1. Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking/ Transferor Company certified by Chartered Accountant (CA).
• 1. Any type of arrangement or agreement between the demerged company / resulting company / merged / amalgamated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity.
• 1. In the cases of capital reduction/ reorganization of capital of the Company, reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve, certified by CA.
• 1. In the cases of capital reduction/ reorganization of capital of the Company, Built up for reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, certified by CA.
• 1. In the cases of capital reduction/ reorganization of capital of the Company, Nature of reserves viz. Capital Reserve, Capital Redemption Reserve, whether they are notional and/or unrealized, certified by CA.
• 1. In the cases of capital reduction/ reorganization of capital of the Company, the built-up of the accumulated losses over the years, certified by CA.
• 1. Relevant sections of Companies Act, 2013 and applicable Indian Accounting Standards and Accounting treatment, certified by CA.
• 1. In case of Composite Scheme, details of shareholding of companies involved in the scheme at each stage.
• 1. Whether the Board of unlisted Company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof.
• 1. List of comparable companies considered for comparable companies' multiple method, if the same method is used in valuation.
• 1. Share Capital built-up in case of scheme of arrangement involving unlisted entity/entities, certified by CA.
• 1. Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme for the period of recent 8 years.
• 1. Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three financial years.
• 1. Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company.
• 1. In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.
• 1. How the scheme will be beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement.
• 1. Tax/other liability/benefit arising to the entities involved in the scheme, if any.
• 1. Comments of the Company on the Accounting treatment specified in the scheme to conform whether it is in compliance with the Accounting Standards/Indian Accounting Standards.
• 1. If the Income Approach method used in the Valuation, Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report.
• 1. Confirmation that the valuation done in the scheme is in accordance with applicable valuation standards.
• 1. Confirmation that the scheme is in compliance with the applicable securities laws.
• 1. Confirmation that the arrangement proposed in the scheme is yet to be executed.

Response: Please refer to Annexure 25 for Observations A.2.1 to A.2.18 and A.2.20 to A.2.23, and for Observation A.2.19, Company hereby confirms that the accounting treatment specified in the scheme is in compliance with the Accounting Standards/Indian Accounting Standards also refer to Annexure 11.

B. Observations of National Stock Exchange of India Limited and responses thereon:

Sr. No.	List of documents/details	Annexure/ remarks
1.	The Company shall ensure to disclose all	There are no ongoing adjudication & recovery
	details of ongoing adjudication & recovery	proceedings, prosecutions initiated, or any
	proceedings, prosecution initiated, and all other	other enforcement actions taken against the
	enforcement action taken, if any, against the	Company, its promoters, or directors. However,
	Company, its promoters, and directors, before	details of ongoing material litigations, as
	Hon'ble NCLT and shareholders, while seeking	disclosed to the Stock Exchanges under
	approval of the Scheme.	Regulation 30 of the SEBI (Listing Obligations
		and Disclosure Requirements) Regulations,
		2015, are enclosed as Annexure 18.

Sr. No.	List of documents/details	Annexure/ remarks
2.	The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.	No additional information has been submitted to SEBI since the date of receipt of NSE Observation Letter dated 14th August, 2025.
3.	The Company shall ensure compliance with the SEBI circulars issued from time to time.	The Transferee Company hereby affirms that it shall comply with all SEBI circulars issued from
4.	The Company shall ensure that the entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of the Transferor Companies shall stand transferred to and vested in and be deemed to be transferred to and vested in the Transferee Company.	time to time and ensure that all entities involved in the Scheme duly adhere to the provisions of the SEBI Master Circular. The Transferee Company further confirms that all liabilities of the Transferor Companies shall be transferred to the Transferee Company in accordance with the Scheme.
5.	The Company shall ensure that all the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.	Details of all the Unlisted Companies namely, Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited in the format specified for abridged prospectus as provided in Part E of Schedule VI to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are enclosed as Annexure 19A & 19B.
6.	The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.	The Company hereby affirms that the financials included in the Scheme, including those considered for the valuation report, are not for period more than 6 months old and are in compliance with the applicable regulatory requirements.
7.	The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.	The Company hereby affirms that the details of the proposed Scheme, as submitted to the Stock Exchange, are prominently disclosed in the notice sent to the shareholders while seeking their approval.
8.	The Company shall ensure that both the Companies to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013.

Sr. No.		List of documents/details	Annexure/ remarks
	i.	Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme.	A note in respect of need and rationale of the scheme, Synergies of business of the companies involved in the Scheme, Impact of the Scheme on the shareholders and cost benefit analysis of the Scheme, is enclosed as Annexure 20
	ii.	Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.	Registered Valuer: CA Harsh Chandrakant Ruparelia IBBI Regn. No. IBBI/RV/05/2019/11106. Merchant Banker: Serene Capital Private Limited, SEBI registered Merchant Banker. Refer Annexure 10A for basis of arriving at share swap ratio.
	iii.	Basis for arriving at the share swap ratio.
	iv.	Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of shareholders' meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.	Refer Annexure 21
	v.	Capital built-up of transferor and transferee companies since incorporation and last 3 years.	Capital built-up of transferor and transferee companies for last 10 years is enclosed as Annexure 22A-22C.
	vi.	Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years.	Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years is enclosed as Annexure 23.
	vii.	Value of Assets and liabilities of transferor companies that are being transferred to transferee company and post-merger balance sheet of transferee company.	Details of Value of Assets and liabilities of transferor companies that are being transferred to transferee company and post-merger balance sheet of transferee company is enclosed as Annexure 24.

Sr. No.		List of documents/details	Annexure/ remarks
	viii.	Details of potential benefits and risks associated with the amalgamation.	The Transferor Company 1 holds 0.43% and Transferor Company 2 holds 17.77% of the
	ix.	Financial implication of the amalgamation on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of transferee company pursuant to merger.	total equity shares of the DCW Limited ("the Transferee Company"); both being part of the promoter group of DCW Limited. The Scheme is undertaken primarily to streamline the shareholding structure of the promoter group in DCW Limited by merging the promoter group companies. As such, the Scheme is not intended to result in any expansion of the Company's operations or diversification of its business. The purpose of the Scheme is to simplify the shareholding tiers, reflect direct commitment of the promoters, and rationalize the promoter group's holding in DCW Limited. The Scheme involves no financial outgo for the Transferee Company and does not impact its financial position, paid-up share capital, or shareholding pattern. The economic interests of all shareholders will remain unaffected post amalgamation. The Transferee Company will not bear any costs related to the Scheme; the same shall be fully met by the Transferor Companies or the promoter group. Additionally, the promoter group will indemnify the Transferee Company against any liabilities arising from the amalgamation, reinforcing their long term direct commitment by simplifying the shareholding structure.
9.		Disclose all pending actions against the entities involved in the scheme its promoters/directors/ KMPs and possible impact of the same on the Transferee Company to the shareholders.	There are no pending actions against the Transferor Companies, the Transferee Company and their respective promoters/directors/KMPs, which may have adverse impact on the Scheme.
10.	The	Company shall ensure that all the applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.	Refer Annexure 25
11.	only.	The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the "Scheme" shall mandatorily be in demat form	The Company hereby confirms that any proposed equity shares to be issued in terms of the Scheme shall be issued only in demat form.

Sr. No.	List of documents/details Annexure/ remarks
12.	The Company shall ensure that the "Scheme" shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.	The Company confirms that the Scheme will be acted upon subject to the applicant's compliance with all relevant clauses set out in the Scheme document.
13.	The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI.	The Company hereby undertakes that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.
14.	The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT, and the Company is obliged to bring the observations to the notice of NCLT.	The Company undertakes to incorporate all observations of SEBI and the Stock Exchanges in the petition to be filed before the Hon'ble NCLT and to specifically bring these observations to the notice of the Hon'ble NCLT.
15.	The Company shall ensure to comply with all the applicable provisions of Companies Act, 2013 rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.	The Company undertakes to comply with all applicable provisions of the Companies Act, 2013 and rules and regulations issued thereunder, including obtaining the requisite consent from creditors for the proposed Scheme.

Dated this 13th October, 2025 at Gujarat

Sd/- CA Naresh Jindal Chairperson appointed by Hon'ble NCLT for the Meeting of Secured Creditors of DCW Limited Report of the Audit Committee of DCW Limited recommending the Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited, Sahu Brothers Private Limited and DCW Limited and their respective shareholders

PRESENT:

• Mr. Krishnamoorthy Krishnan $\mathbf{1}$ .
• $2.$ Mr. Mahesh Vennelkanti

: Chairperson : Member

In Attendance:

Mr. Dilip Darji

$\mathcal{L}$ Sr. General (Legal) 8. Manger Company Secretary

Invitees:

• :Chief Executive Officer 1. Mr. Amitabh Gupta 2. Mr. Sudarshan Ganapathy : Chief Operating Officer 3. Mr. Pradipto Mukherjee :Chief Financial Officer 4. Ms. Asha Patel :Partner, V. Sankar Aiyar & Co., Statutory Auditors 5. Mr. Ramanarayanan J. :Partner, PKF Sridhar & Santhanam LLP, Internal Auditor :Representative, PKF Sridhar & Santhanam LLP, Internal Auditor 6. Mr. Vaibhav Anchaliya
• 1. A meeting of the Audit Committee of DCW Limited ("DCW" or "Company" or "Transferee Company'') was the held on February 13, 2025 to inter alia consider and recommend draft Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and the Company and their respective shareholders under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme").
• 1. The Company is a public company, incorporated in India and validly existing as a company for the purposes of Companies Act, 2013 and the equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").
• 1. The Transferor Company 1, is part of the promoter group of the Company and holds 0.43% of total equity shares in the Company.
• 1. The Transferor Company 2, is also part of the promoter group of the Company and holds 17.77% of total equity shares in the Company.
• 1. The Scheme inter-alia provides for the amalgamation and vesting of the Transferor Companies with and into the Company on a going concern basis.
• 1. The Company will be filing the Scheme along with the necessary information / documents with the BSE under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
• 1. This report of the Audit Committee is made in order to comply with the requirements of the circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 ("SEBI Master Circular") issued by the Securities and Exchange Board of India ("SEBI") (including any amendment(s) or modifications(s) thereto).
• 1. The following documents were, inter alia, placed before the Audit Committee of the Company:
• Scheme; a.
• $\mathbf b$ . Share swap report dated February 13, 2025, issued by CA Harsh Chandrakant Ruparelia IBBI Regn No. IBBI/RV/05/2019/11106, an Independent Registered valuer, recommending the share swap ratio as set out in the Scheme ("Share Swap Report");
• Fairness Opinion, dated February 13, 2025 of Seren Capital Private Limited, an $C₁$ independent merchant banker, providing the Fairness Opinion on the share swap ratio recommended in the aforesaid Share Swap Report ("Fairness Opinion");
• d. Draft Certificate from Statutory Auditor of the Company, confirming that the proposed accounting treatment contained in the Scheme is in compliance with the applicable Accounting Standards specified by the Central Government under Section 133 of the Companies Act, 2013;
• Latest shareholding Pattern of the Company, the Transferor Company 1 and the e. Transferor Company 2;
• $f_{\perp}$ Audited financial statements of the Company, the Transferor Company 1 and the Transferor Company 2 for the last 3 years; and
• Report of the Committee of Independent Directors of DCW recommending the Scheme g. to the Board of Directors of DCW for approval after due consideration to the effect that the Scheme, inter alia is not detrimental to the shareholders of the Company.
• 1. The Audit Committee has perused the provisions in the Scheme and have noted as under:

Need and Rationale for the Scheme and Synergies of the business entities involved in Α. the Scheme

DTCPL, the Transferor Company 1, is part of the promoter group of the Company and holds 0.43% of total equity shares in the Company.

SBPL, the Transferor Company 2, is also part of the promoter group of the Company and holds 17.77% of total equity shares in the Company.

It is proposed to amalgamate the Transferor Companies into the Transferee Company by the Scheme, as a result of which the shareholders of the Transferor Companies

would directly hold shares in the Transferee Company since it is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• a) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Companies into the Transferee Company;
• b) The amalgamation will result in the promoters of the Transferor Companies directly holding shares in the Transferee Company, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter group's direct commitment to and engagement with the Transferee Company:
• c) The promoters group would continue to hold the same percentage of shares in the Transferee Company, pre and post the amalgamation. There would also be no change in the paid-up share capital and financial position of the Transferee Company. All the costs and charges arising out of the Scheme shall be borne by the Transferor Companies or the Promoter / Promoter Group of the Transferee Company.
• d) Further, the shareholders of the Transferor Companies shall indemnify the Transferee Company and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

Accordingly, the Board of Directors of the Transferor Companies and the Transferee Company have formulated this Scheme for transfer and vesting of the Transferor Companies with and into the Transferee Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). In view of the above, the Scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the Transferor Companies and the Transferee Company, and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the Scheme.

B. Impact of the Scheme on the Company and its shareholders:

The Scheme does not involve any financial outgo for the Company and hence it should not affect the financial position of the Company.

The promoters/ shareholders would continue to hold the same percentage of shares in the Company, pre and post the amalgamation. There would also be no change in the paid-up share capital and the financial position of the Company.

Considering the above, economic interest of all shareholders of the Company would continue to remain the same, and there would be no adverse impact on the shareholders of the Company, post implementation of the Scheme.

Further, share swap ratio as submitted by CA Harsh Chandrakant Ruparelia IBBI Regn No. IBBI/RV/05/2019/11106, an Independent Registered valuer, in his report dated February 13, 2025, an independent merchant banker is fair to the shareholders as recommended in the Fairness Opinion dated dated February 13, 2025, issued by Seren Capital Private Limited, an independent merchant banker. The Audit Committee reviewed the Share Swap Report and the Fairness Opinion thereon, after due deliberation, confirmed that the share swap ratio as recommended therein is fair to the shareholders of the Company.

The Audit Committee also noted that the Scheme is subject to the approval of shareholders of the Company. The Audit Committee was of the opinion that the Scheme is not detrimental to the interest of the shareholders of the Company.

C. Cost benefit analysis of the Scheme

The Company would not incur any costs for advisors, stamp duty, any statutory or incidental/ancillary costs in relation to the Scheme and will be directly be met by the Transferor Companies and/ or the promoters/ promoter group of DCW, as also provided in the Scheme.

Further, the Scheme also provides that the shareholders of the Transferor Companies (i.e., promoter/ promoter group of DCW) shall keep DCW indemnified for liability, claim, demand, if any, which may devolve on DCW on account of this amalgamation. Therefore, the implementation of the Scheme foreshadows the longrun benefit of direct commitment by the promoter/ promoter group in the Company through the removal of various shareholding tiers.

D. Need for the merger

The Audit Committee has carefully reviewed and considered the need for the merger as outlined in the rationale of the Scheme as mentioned above in 'A'. After a thorough examination of the relevant information and discussions with the management, the committee concurs that the reasons for the merger remain consistent with those stated in the Scheme's rationale as mentioned above in 'A'.

$10.$ Consideration / Share Swap Ratio

In respect of share swap ratio, the Audit Committee noted, deliberated and confirmed that the report on recommendation of fair share swap ratio as recommended in the Share Swap Report is fair to the shareholders. Upon scheme becoming effective, shares would be issued as under:

$\circ$ '12,80,500 fully paid equity shares of INR 2/- each of DCW to be issued and allotted to the Equity Shareholders of DTCPL, in proportion to their holdings in DTCPL in the event of amalgamation of DTCPL into DCW'.

'5.24.59.860 fully paid equity shares of INR 2/- each of DCW to be issued and allotted to $\circ$ the Equity Shareholders of SBPL, in proportion to their holdings in SBPL in the event of amalgamation of SBPL into DCW'

The Fairness Opinion confirmed that the share entitlement in the share swap report is fair. Thus the said Scheme is not detrimental to the shareholders of the Transferor Companies or for the Company itself.

• 1. The proposed Appointed Date for the Scheme is 1^st July, 2024.
• $12.$ "Effective Date" means the date on which the Order of the NCLT sanctioning the Scheme is filed with the Jurisdictional Registrar of Companies by the respective companies. Any references in the Scheme to the date of "coming into effect of this scheme" or "effectiveness" of this scheme" or "Scheme taking effect" shall mean the Effective Date.
• Upon the Scheme becoming effective, the equity shares to be issued by DCW to the 13. shareholders of the Transferor Companies as a merger consideration shall be listed on BSE and NSE (subject to trading permission granted by the stock exchanges).
• 1. The Scheme would be subject to the sanction and approval of the National Company Law Tribunal, SEBI, BSE, NSE, Shareholders and other appropriate authorities;
• The Scheme is conditional upon approval by the public shareholders of DCW through e-voting 15. in terms of Para I(A)(10) of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 30, 2023, and the Scheme shall be acted upon only if vote cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.
• 1. The provisions of the Scheme have been drawn up to comply with the conditions relating to "Amalgamation" as defined under section 2(1B) of the Income Tax Act, 1961 and therefore, may not have any tax implications.

43

Recommendation of the Committee $17.$

In light of the foregoing, the Audit Committee after due deliberations and due consideration of all the terms of the Scheme, Report on recommendation of fair equity share entitlement ratio, Fairness Opinion and the specific points mentioned above, recommends the Scheme for favourable consideration by the Board of Directors of the Company.

By Order of the Audit Committee For DCW Limited

ifter 2

Chairman of the Audit Committee Krishnamoorthy Krishnan DIN: 08129657

Date: February 13, 2025 Place: Mumbai

Report of the Committee of Independent Directors of DCW Limited recommending the Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited, Sahu Brothers Private Limited and DCW Limited and their respective shareholders

PRESENT:

• 1. Mr. Krishnamoorthy Krishnan
• 1. Mr. Mahesh Vennelkanti
• : Member : Member

In Attendance:

1. Mr. Dilip Darii

: Company Secretary

• 1. A meeting of the Committee of Independent Directors of DCW Limited ("DCW" or "Company" or "Transferee Company") was the held on February 13, 2025 to inter alia consider and recommend draft Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and the Company and their respective shareholders under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 $("Scheme")$ .
• 1. The Company is a public company, incorporated in India and validly existing as a company for the purposes of Companies Act, 2013. The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").
• 1. The Transferor Company 1, is part of the promoter group of the Company and holds 0.43% of total equity shares in the Company.
• 1. The Transferor Company 2, is also part of the promoter group of the Company and holds 17.77% of total equity shares in the Company.
• 1. The Scheme inter-alia provides for the amalgamation and vesting of the Transferor Companies with and into the Company on a going concern basis.
• 1. The Company will be filing the Scheme along with the necessary information / documents with the BSE under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
• 1. This report of the Committee of Independent Directors is made in order to comply with the requirements of the circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 ("SEBI Master Circular") issued by the Securities and Exchange Board of India ("SEBI") (including any amendment(s) or modifications(s) thereto).
• 1. The following documents were, inter alia, placed before the Committee of Independent Directors of the Company:
• Scheme; a.
• $\mathbf{b}$ . Share swap report dated February 13, 2025 issued by CA Harsh Chandrakant Ruparelia IBBI Regn No. IBBI/RV/05/2019/11106, an Independent Registered valuer, recommending the share swap ratio as set out in the Scheme ("Share Swap Report");
• Fairness Opinion dated February 13, 2025 of Seren Capital Private Limited, an $C₁$ independent merchant banker, providing the Fairness Opinion on the share swap ratio recommended in the aforesaid Share Swap Report ("Fairness Opinion");
• d. Draft Certificate from the Statutory Auditor of the Company, confirming that the proposed accounting treatment contained in the Scheme is in compliance with the applicable Accounting Standards specified by the Central Government under Section 133 of the Companies Act, 2013;
• Latest shareholding Pattern of the Company, the Transferor Company 1 and the e. Transferor Company 2;
• f. Audited financial statements of the Company, the Transferor Company 1 and the Transferor Company 2 for the last 3 years; and
• $9.$ The Committee of Independent Directors has perused the provisions in the Scheme and have noted as under:

А. Need and Rationale for the Scheme and Synergies of the business entities involved in the Scheme

DTCPL, the Transferor Company 1, is part of the promoter group of the Company and holds 0.43% of total equity shares in the Company.

SBPL, the Transferor Company 2, is also part of the promoter group of the Company and holds 17.77% of total equity shares in the Company.

It is proposed to amalgamate the Transferor Companies into the Transferee Company by the Scheme, as a result of which the shareholders of the Transferor Companies would directly hold shares in the Transferee Company since it is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• a) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Companies into the Transferee Company;
• b) The amalgamation will result in the promoters of the Transferor Companies directly holding shares in the Transferee Company, which will lead not only to simplification

of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter group's direct commitment to and engagement with the Transferee Company;

• c) The promoters group would continue to hold the same percentage of shares in the Transferee Company, pre and post the amalgamation. There would also be no change in the paid-up share capital and financial position of the Transferee Company. All the costs and charges arising out of the Scheme shall be borne by the Transferor Companies or the Promoter / Promoter Group of the Transferee Company.
• d) Further, the shareholders of the Transferor Companies shall indemnify the Transferee Company and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

Accordingly, the Board of Directors of the Transferor Companies and the Transferee Company have formulated this Scheme for transfer and vesting of the Transferor Companies with and into the Transferee Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). In view of the above, the Scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the Transferor Companies and the Transferee Company, and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the Scheme.

B. Impact of the Scheme on the Company and its shareholders:

The Scheme does not involve any financial outgo for the Company and hence it should not affect the financial position of the Company.

The promoters/ shareholders would continue to hold the same percentage of shares in the Company, pre and post the amalgamation. There would also be no change in the paid-up share capital and the financial position of the Company.

Considering the above, economic interest of all shareholders of the Company would continue to remain the same, and there would be no adverse impact on the shareholders of the Company, post implementation of the Scheme.

Further, share swap ratio as submitted by CA Harsh Chandrakant Ruparelia IBBI Regn No. IBBI/RV/05/2019/11106, an Independent Registered valuer, in his report dated February 13, 2025 is fair to the shareholders as recommended in the Fairness Opinion dated February 13, 2025, issued by Seren Capital Private Limited, SEBI Registered Category I Merchant Banker. The Committee of Independent Directors reviewed the Share Swap Report and the Fairness Opinion thereon, after due deliberation, confirmed that the share swap ratio as recommended therein is fair to the shareholders of the Company.

47

The Committee of Independent Directors also noted that the Scheme is subject to the approval of shareholders of the Company. The Committee of Independent Directors was of the opinion that the Scheme is not detrimental to the interest of the shareholders of the Company.

C. Cost benefit analysis of the Scheme

The Company would not incur any costs for advisors, stamp duty, any statutory or incidental/ancillary costs in relation to the Scheme and will be directly be met by the Transferor Companies and/ or the promoters/ promoter group of DCW, as also provided in the Scheme.

Further, the Scheme also provides that the shareholders of the Transferor Companies (i.e., promoter/ promoter group of DCW) shall keep DCW indemnified for liability, claim, demand, if any, which may devolve on DCW on account of this amalgamation. Therefore, the implementation of the Scheme foreshadows the longrun benefit of direct commitment by the promoter/ promoter group in the Company through the removal of various shareholding tiers.

D. Need for the merger

The Committee of Independent Directors has carefully reviewed and considered the need for the merger as outlined in the rationale of the Scheme as mentioned above in 'A'. After a thorough examination of the relevant information and discussions with the management, the committee concurs that the reasons for the merger remain consistent with those stated in the Scheme's rationale as mentioned above in 'A'.

10. Consideration / Share Swap Ratio

In respect of share swap ratio, the Committee of Independent Directors noted, deliberated and confirmed that the report on recommendation of fair share swap ratio as recommended in the Share Swap Report is fair to the shareholders. Upon scheme becoming effective, shares would be issued as under:

• $\circ$ '12,80,500 fully paid equity shares of INR 2/- each of DCW to be issued and allotted to the Equity Shareholders of DTCPL, in proportion to their holdings in DTCPL in the event of amalgamation of DTCPL into DCW'.
• $\frac{1}{2}$ 5,24,59,860 fully paid equity shares of INR 2/- each of DCW to be issued and allotted to $\circ$ the Equity Shareholders of SBPL, in proportion to their holdings in SBPL in the event of amalgamation of SBPL into DCW'.
• The Fairness Opinion confirmed that the share entitlement in the share swap report is fair. Thus the said Scheme is not detrimental to the shareholders of the Transferor Companies or for the Company itself.
• 1. The proposed Appointed Date for the Scheme is $1^st$ July, 2024.
• 1. "Effective Date" means the date on which the Order of the NCLT sanctioning the Scheme is filed with the Jurisdictional Registrar of Companies by the respective companies. Any references in the Scheme to the date of "coming into effect of this scheme" or "effectiveness" of this scheme" or "Scheme taking effect" shall mean the Effective Date.
• Upon the Scheme becoming effective, the equity shares to be issued by DCW to the $13.$ shareholders of the Transferor Companies as a merger consideration shall be listed on BSE and NSE (subject to trading permission granted by the stock exchanges).
• $14.$ The Scheme would be subject to the sanction and approval of the National Company Law Tribunal, SEBI, BSE, NSE, Shareholders and other appropriate authorities;
• 1. The Scheme is conditional upon approval by the public shareholders of DCW through e-voting in terms of Para I(A)(10) of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 30, 2023, and the Scheme shall be acted upon only if vote cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.
• $16.$ The provisions of the Scheme have been drawn up to comply with the conditions relating to "Amalgamation" as defined under section 2(1B) of the Income Tax Act, 1961 and therefore, may not have any tax implications.

$17.$ Recommendation of the Committee

In light of the foregoing, the Committee of Independent Directors after due deliberations and due consideration of all the terms of the Scheme, Report on recommendation of fair equity share entitlement ratio. Fairness Opinion and the specific points mentioned above, recommends the Scheme for favourable consideration by the Board of Directors of the Company.

For DCW Limited

Krishdamoorthy Krishnan Lead Independent Director DIN: 08129657

Date: February 13, 2025 Place: Mumbai

601, A-Wing, Mangalya Building Off. Marol Maroshi Road, Marol Andheri (East), Mumbai - 400 059 (il) www.vsa.co.in

图 +91 22 4451 6087 C mumbai@ysa.co.in

INDEPENDENT AUDITOR'S REPORT

To the Members of DCW Limited Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of DCW Limited, which comprise Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanations given comprehensive income financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Emphasis of Matter

• 1. We draw attention to Note 34 to the Financial Statements, which fully describe the uncertainty related to the outcome of the petitions/ appeals filed by the company in the matter of:
• a. electricity tax demand of Rs. 5,491.45 lakhs on captive power generated and other matters during the period 2003 to 2020;
• b. Demand of differential duty of Customs of Rs. 1,243.77 lakhs plus interest at the applicable rates thereon under section 28AA of Customs Act, 1952 and redemption fine and penalty of Rs. 2,600 lacs in respect of coal imports in earlier years, the Company has been legally advised that it has the fair chance of success before CESTAT; and
• c. Demand of Rs 669.29 lakhs raised by the income tax authorities and orders issued by the Income Tax authorities which have the effect of reducing the MAT credit available by Rs 2893.15 lakhs for various AYs starting from AY 2015-16 to AY 2024-25 consequent to search carried out in the month of November 2023. The company has been advised by its Tax expert that the above Tax demands/ the denial of MAT credit under the above referred orders are not tenable in law. The Company is pursuing appeals against the above said orders and the penalty notices under the applicable laws.

No provision has been made for the aforesaid demands in view of the factors stated in the said note

CHARTERED ACCOUNTANTS Mumbai - 400 059

1. We draw attention to the note 39 (a) to the Financial Statements, in the matter of re-possession notice issued by the State Government and demand of lease rent relating to land at Sahupuram Works for which the assignment deeds are still to be executed, the Hon'ble Madras High Court, Madurai Bench vide Order dt 26.2.2024 has set aside the order of the State Government directing repossession of the land and demand of lease rent and remanded back for fresh consideration. The High Court has also given direction to the revenue authorities to fix the land cost, within 6 months from the date of Order, depending upon the market value of the land as on the date of the Order. The determination of cost of land by the revenue authorities is pending. The company does not expect the outflow of resources to be material.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr.no	Key Audit Matter	Response to Key Audit Matter
$\mathbf{1}$	Estimation of Provision & Contingent Liabilities In the recognition and measurement of provisions, there is uncertainty about the timing of. the future or amount expenditure required to settle the liability. In respect of contingent liabilities, there are estimates and assumptions made to determine the amount to be disclosed. As a result, there is a high degree of judgment required for the recognition and measurement of provisions and disclosure of contingent liabilities.	Internal enquiry: We enquired with the senior management and Inspected the relevant minutes of the meetings of the Board for claims arising and challenged whether provisions are required or not. Tests of details: In respect of significant claims, we checked the amount of claim, nature of issues involved, management submissions and corroborated the same with external evidence, wherever available. In case of disputed demands for income tax and indirect taxes the orders passed against the company and the management views and the legal position has been perused by the Tax Team and based on their views the provision for the same is not considered necessary and accordingly the same are included in the contingent liability.
$\overline{2}$ ARAITA	Deferred Tax The deferred tax asset has been created based on the management judgment in regard to reversal of timing difference.	Internal enquiry: We enquired with the senior management and Internal Tax team, wherever relevant, in respect of ascertaining permanent bns timing

CHARTERED ACCOUNTANTS 400.059

Sr.no	Key Audit Matter	Response to Key Audit Matter
	As a result, there is a high degree of judgment required for the recognition and measurement.	differences. Tests of details: Deferred tax asset has been created based on the management judgment with regard to reversal of timing difference, and the same has been verified with respect to estimated projections prepared by the management based on which reasonable certainty of tax benefits to ascertained has been and accrued be accordingly asset has been created.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Board's Report, Management Discussion & Analysis Report, Business Responsibility Report and Report on Corporate Governance but does not include the financial statements and our auditor's report thereon. The said information is expected to be made available to us after the date of this report

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 'The Auditor's responsibilities Relating to Other Information' and take appropriate actions necessitated by the circumstance and the applicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial. position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian accounting standards (Ind AS) specified under Sec 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

CHARTERED ACCOUNTANTS Mumbai - 400 059

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit ×. procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting ä estimates and related disclosures made by the management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
• auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events In a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control " that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

CHARTERED ACCOUNTANTS Mumbai - 400 059

1. As required by Section 143(3) of the Act, we report that:

or

• a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the financial statements.
• b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
• c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account maintained for the purpose or preparation of the financial statements.
• d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of the Act.
• e) On the basis of the written representations received from the directors as on 31^st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164(2) of the Act.
• f) With respect to the adequacy of the internal financial controls with reference to Financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
• g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its managing directors during the year is in accordance with the provisions of section 197 of the Act.

• h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
• i. The Company has disclosed the impact of pending litigations as at 31st March 2025 on its financial position in its financial statements- Refer Note No 34 of the financial statements.
• ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses (As disclosed in Note No. 38 (c) to the financial statements);
• iii. There has not been any delay in transferring amounts which requires to be transferred to the Investor Education and Protection Fund by the Company.
• iv. (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
  • a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company
  • provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity ("Funding

CHARTERED ACCOUNTANTS Mumbai - 400 059

Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• a. directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
• b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) In our opinion and based on the audit procedures as considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv)(i) and (iv) (ii) contain any material misstatement.

• v. The dividend declared or paid during the year by the Company is in compliance with section 123 of the Companies Act, 2013.
• vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

Further audit trail has been preserved by the company as per the statutory requirements for record retention and during the course of our audit we did not come across any instance of audit trail feature being tampered with.

For V. SANKAR AIYAR& CO. Chartered Accountants ICAI Regd. No.109208W

Asha Patel Partner M. No.166048 UDIN 25166048BMKNOU2673

Place: Mumbai Date: May 12 2025

CHARTERED ACCOUNTANTS Mumbai - 400 059

Annexure A to the Independent Auditor's Report

Annexure referred to in our report of even date to the members of DCW Limited on the accounts for the year ended 31st March 2025.

• 3(i)(a) (A) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
• (B) The Company does not own any intangible assets. Hence, reporting requirement under Clause 3(i)(a)(B) does not arise.
• (b) The Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified once in three years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As per the information given to us by the management, wherever discrepancies were noticed as compared to book records have been appropriately dealt with in books of account.
• (c) According to the information and explanations given to us and the records of the Company examined by us, the title deeds of immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the company except in case of certain lands and buildings referred to in Note No. 2 and 39(a) to the financial statements and as reported hereunder:

Description of Property	Gross carrying value (₹ in Lakhs)	Held in Name of	Whether promoter, Director or their relative or employee	Period held indicate range, where appropria te	Reason for not being held in of name company
Sahupuram Works	27.39	Tamil The Nadu State Government	No	From 1985	Government Central transferred the has favor of the title in State Government. State However. Government has to still execute the agreement favor of the ìn company, (Refer Note financial No.2 to statements)
Sahupuram Works	2,380.20	The Tamil Nadu State Government	No	From 1963	Tamil with Disputed Nadu State (Refer Government Note No. 2 & 39(a) to Financial statements)

• (d) The company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

CHARTERED ACCOUNTANTS Mumbai - 400 059

• (e) As per the information and explanation provided to us and records of the Company examined by us. no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
• 3(ii) (a) As informed to us, the inventories, except goods in-transit and stock lying with third parties, have been physically verified during the year by the management with the help of external agencies. For stock lying with third parties at the year end, written confirmations have been obtained. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventory. Further, we have been informed by the management that the discrepancies noticed on verification between the physical inventories and the book inventories are not material considering the type of inventories, which is calculated on volumetric basis and therefore subject to measurement differences by different agencies and therefore no adjustments have been made in the books of account.
• (b) According to the information and explanations given to us and the records of the Company examined by us, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, there are no material differences between the Books of Accounts and the quarterly returns or statements filed by the Company with such banks or financial institutions (Refer Note No.20 to financial statements).
• During the year the Company has made investments in the company and the said investment is not $3(iii)$ prejudicial to the company's interest. During the year, the Company has not made any investments in firms, Limited Liability Partnerships or any other parties.

The Company has not provided guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any other parties during the year. Accordingly, provisions of clauses (iii)(a), clauses (iii)(c) to (iii)(f) of paragraph 3 of the Order are not applicable to the Company.

• $3(iv)$ According to the information and explanations given to us and the records of the Company examined by us, the Company has not given loans or provided any guarantee or security and therefore the relevant provisions of Sections 185 and 186 of the Companies Act, 2013 are not applicable to the Company. In respect of investment made by the Company, the provision of 186 of ' the Act have been complied with.
• According to the information and explanations given to us and the records of the Company $3(v)$ examined by us, the company has neither accepted any deposits from the public nor accepted amounts which are deemed to be deposits within the meaning of section 73 to 76 of the Act and rules made thereunder, to the extent applicable. The amounts received as business advances and remain unadjusted for more than 365 days are not considered as deposits. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or other tribunal for any contraventions.
• According to the information and explanations given to us, the Central Government has prescribed $3(vi)$ the maintenance of cost records under Section 148(1) of the Act in respect of products manufactured by the Company. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013 in respect of its manufactured goods (and/or services provided by it) and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

CHARTERED ACCOUNTANTS Mumbai - 400 059

3(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Service Tax, Sales Tax, Value Added Tax, Goods and Services Tax, Customs duty, Cess and other material statutory dues as applicable to the Company with the appropriate authorities.

According to the information and explanations given to us and the records of the Company examined by us, there were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Goods and Services Tax, custom duty, cess and other material statutory dues in arrears as at 31 March 2025 for a period of more than six months from the date they became payable.

3(vii) (b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Sales Tax/ Value Added Tax / Customs duty / Service Tax / Excise duty / Income Tax / Goods and Services Tax / Cess and other statutory dues, which have not been deposited on account of dispute as at 31 March 2025 other than the following on account of dispute, as given below:

				Amount ₹ Lakhs)
Name of Statue and Nature of dues Ŝ.	Period	where Forum dispute İs pending	Total disputed amount	Deposited	Balance not deposited
1962 Customs Act,	1997 to	High Court	95.30	$\sim$	95.30
(Custom Duty)	2021	Appellate Tribunal*	3,927.91	93.28	3,834.63
Central Excise Act, 1944	1997 to	Supreme Court	2.98	2.98	×.
(Excise Duty Including	2015	High Court	23.07	11.50	11.57
Interest, Penalty g, wherever applicable)		Appellate Tribunal*	25.58	×	25.58
		Appellate Authority**	94.18	ç	94.18
Sales Tax legislations	1982 to	Supreme Court	131.91	$\frac{1}{2}$	131.91
including (sales tax, interest penalty 8 i	2017	Appellate Tribunal*	113.54	83.60	29.94
wherever applicable)		Appellate Authority**	4,231.99	34.02	4,197.97
1994 Finance Act. (Service Tax)	2005 to 2017	Appellate Tribunal*	772.90	314.14	458.76
		Appellate Authority**	14.32	ä	14.32
Income Tax Act, 1961 (Income tax, including interest penalty $R_{\rm c}$ wherever applicable)	2014-15 FÝ F.Y. to 2023-24	Appellate Authority**	3,562.44	2,893.15	669.29
Goods and Service Tax Act, 2017	2017-18 to 2022-23	Appellate Tribunal**	19.46	17.73	1.73
		Appellate Authority**	452.38	110.03	342.35
Employees' State Insurance Act, 1948, ESI	1968 to 2001	ESI Court	4.75	0.50	4.25
		ESI Tribunal	7.91	3.96	3.96

CHARTERED ACCOUNTANTS Mumbai - 400 059

Statue of Name and Nature of dues s	Period	where Forum dispute is. pending	Total disputed amount	Deposited	Balance not deposited
Employees' The Funds & Provident Miscellaneous	February 1998 to March.2006	Appellate Tribunal**	2.24	1.92	0.32
Provisions Act, 1952, PF contribution	Not Available	Appellate Authority**	110.27	$\sim$	110.27
Tamil Nadu Electricity (Tax on Consumption) Act, 1962	2003 to 2014	Supreme Court	4.052.10	884.49	3,167.61
and Electricity Tax other charges	04/2009 to 07/2013	High Court	263.95	×	263.95
	2014 to 2020	Appellate Tribunal*	1,067.00	9	1,067.00
	Apr 09 to. May 11	Appellate Authority**	992.89	÷.	992.89
Major Port Trust Act Port Lease Rent	2006 to 2016	High Court	895.28	196.34	698.94

* Appellate Tribunal includes STAT, CESTAT & ITAT

**Appellate Authority includes Commissioner Appeals, Assistant Commissioner Appeals, Deputy Commissioner Appeals, Joint Commissioner Appeals and Deputy Commissioner Commercial Taxes Appeals

\$ The above statement includes principal and penalty wherever the same have been quantified in the orders but does not include interest (wherever not quantified) at the applicable rates under the respective Acts as mentioned in the orders.

• According to the information and explanations given to us and based on the records of the Company $3(viii)$ examined by us, the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
• On the basis of verification of records, the procedures performed by us, on an overall examination of $3(ix)$ the financial statements of the Company and according to the information and explanations given to us.
• (a) the Company has not defaulted in repayment of loans or borrowings or in the payment of interest thereon to any lender.
• (b) the company has not been declared as wilful defaulter by any bank or financial institution or other lender or any Government authority.
• (c) the term loans were applied for the purpose for which the loans were obtained.
• (d) the funds raised on short term basis have not been utilised for long term purposes.
• (e) the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.
• (f) the company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence, the requirement to report on Clause (ix)(f) of the Order is not applicable to the Company.

examined by us, during the year the Company has not raised any moneys by way of initial public

According to the information and explanations given to us and based on the records of the Company $3(x)$ (a)

CHARTERED ACCOUNTANTS Mumhai - 400.059

offer or further public offer (including debt instruments) and hence reporting under clause 3(x)(a) is not applicable to the Company.

• (b) According to the information and explanations given to us and based on the records of the Company examined by us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partially or optionally convertible) during the year and hence reporting under clause 3 (x)(b) is not applicable to the Company.
• 3(xi) (a) During the course of our examination of the books and records of the Company, carried out based upon the generally accepted audit procedures performed for the purpose of reporting the true and fair view of the financial statements, to the best of our knowledge and belief and as per the information and explanations given to us by the Management, and the representations obtained from the Management, no fraud by the Company or no material fraud on the Company has been noticed or reported during the course of the audit.
• (b) During the year, no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. According to the information and explanations given to us and based on the information given to us and records verified by us, the Secretarial Auditor and the Cost Auditor have not filed report in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
• (c) We have taken into consideration the whistle blower complaints if any received by the Company during the year, while determining the nature, timing and extent of our audit procedures.
• 3(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
• 3(xiii) According to the information and explanations given to us and based on verification of the records and approvals of the Audit Committee, in our opinion, all the transactions with the related parties are in compliance with sections 177 and 188 of Companies Act where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable Indian Accounting Standards.
• 3(xiv) (a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.
• (b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date of the audit report, in determining the nature, timing and extent of our auditprocedures.
• In our opinion and according to the information and explanations given to us, during the year the $3(xv)$ Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
• According to the information and explanations given to us and based on the information given to us and $3(xvi)$ records verified by us,
• The Company is not required to be registered under section 45-IA of the Reserve Bank of India $(a)$ Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.
• In our opinion, there is no core investment company within the Group (as defined in the Core $(b)$ Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
• According to the information and explanations given to us and on an overall examination of the financial $3(xvii)$ statements the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

CHARTERED ACCOUNTANTS Mumbai - 400 059

• 3(xvlii) There has been no resignation of the statutory auditors of the Company during the year and hence reporting under clause 3 (xviii) is not applicable to the Company.
• According to the information and explanations given to us and on the basis of the financial ratios $3(xix)$ disclosed in note no.50 to the financial statement, ageing and expected dates of realisation of financial assets and payment of financial liabilities and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
• According to the information and explanations given to us, there are no unspent amounts towards $3(xx)$ Corporate Social Responsibility (CSR) any projects. Accordingly, reporting under clause 3(xx)(a) & 3(xx)(b) of the Order is not applicable for the year.
• 3 (xxi) The Company is not required to prepare consolidated financial statement. Therefore, clause (xxi) of para 3 of the order is not applicable to the Company.

For V. SANKAR AIYAR& CO. Chartered Accountants ICAI Regd. No.109208W

Asha Patel Partner M. No.166048 UDIN 25166048BMKNOU2673

Place: Mumbai Date: May 12 2025

CHARTERED ACCOUNTANTS Mumbai - 400 059

Annexure B referred to in our report of even date to the members of DCW Limited on the financial statement for the year ended 31st March 2025

Report on the Internal Financial Controls with reference to aforesaid financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to financial statements of DCW Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management and Board of directors are responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the tgansactions and dispositions of the assets of the company; (2) provide reasonable assurance that

CHARTERED ACCOUNTANTS Mumbal - 400 059

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2025 based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For V. SANKAR AIYAR& CO. Chartered Accountants ICAI Regd. No.109208W

Asha Patel Partner M. No.166048 UDIN 25166048BMKNOU2673

Place: Mumbai Date: May 12 2025

BALANCE SHEET AS AT 31 17 MARCH 2025		E in takhs
	Note	As At	As At
	No	31-Mar-25	31-Mar-24
ASSETS
1. Non-Current Assets
a) Property, Plant & Equipment	2	1,25,094.03	1.30.052.83
b) Capital Work in Progress	ż	5,634.15	4.133.97
c) Right - of - use Assets	ï	946.66	1,009.04
d) Financial Assets
() investments	з	1,954.36	1,954.36
(i) Other Financial Assets	ă.	1,745.61	1.331.20
e) Current Tax Assets (Net)		944.05	990.80
Fi Other Nan-Current Assets	s:	1,071.78	\$16.04
Total Non-Current Assets		1,38,384.64	1,39,788.14
2. Current Assets
a) Inventories	ä	02.758.30	37,653.76
b) Financial Assets
il lewistments	7	698.80	15.75
10 Trade Receivables	B	0.051.01	11:420.29
Hill Cash & Cash Equivalents	э	1,150.82	1,072.16
ivi Bank Balancos Other than above	10	20, 378.36	15,873.51
v1 Loans	11	77.76	135.71
d Other Current Assets	12	4,517.95	2,996.98
Total Current Assets		79.413.90	60,066.26
Total Assets		2,17,798.54	2.08.854.40
EQUITY & LIABILITIES
A. Equity	13	5,003.30	5,903.10
a Equity Shore Capital b) Other Equity	54	97,366.05	97,268.73
Total Equity		1,03,269.35	1,03,171.83
B. Liab/Ittes
1. Non-Current Lubilities
al Financial Liobilities
il Borrowings	15	21,764.86	28,170.76
El Lease Tabilities		61.25	125.66
6) Other Financial Uabilities	16	2,000.00	2,000.00
b) Provisions	17	1,059.97	2,297.76
c) Deferred Tax Liabilities (Net)	ĭk	14,848.74	10,959.25
d) Other Non-Currient Liabilities	19	702.38	771.66
Total Non Current Liabilities		11,036.70	60,325.09
2. Current Liabilities
a) Financial Liabilities
	20	20,810.67	15, 465. 88
il Borrowings		84.55	134.58
iii Lease labilities (ii) Trade Payables	21
Dues to Micro and Small Enterprises		1,507.61	1,186.59
Dues to Other than Micro and Small.		36,922.65	32,472.34
	22	6,287.35	5,027.23
ili Other Financial Liabilities
b) Provisions	23	1.016.33	1,153.51 5,917.38
	24	6,863.53
c) Other Current Upblishes
Total Current Liabilities		73,492.69	61,357.48

Material Accounting Policies and
Notes forming part of the Financial Statements

As per our Report of even date attached.

For and on behalf of the Epard $\mathcal{L}$ $\rightarrow$ ÷. Ash sh Tain

For V Sanker Alyar & Co. Chartered Accountants
FRN NO 109208W

$\mathcal{Y}$

Partner
Membership No 165048

Bakul Jam
Chairman & Monaging Director
DIN: 00380256

Vivok Jan
Managan
DIN OC Director ini v

$150.53$

can Digyfur)
Sam (Legal) & Company Secretary
Membership No A22527 Place: Mumbol
Data: 12¹⁸ May 2025

ğ. ſX. Amtode duto Chief Executive Officer

Managing Director 0100960076

Adopter M

Chief Financial O

		Z in Lakhs
	Note No	For the year ended	For the year ended
		31-Mar-25	31-Mar-24
1. INCOME
a) Revenue From Operations	25	2,00,034.33	1,87,158.98
b) Other Income	26	2.308.64	1,825.28
Total Income		2,02,342.97	1,88,984.26
2. EXPENSES
al Cost of Raw Materia's Consumed	27	1,10,868.99	1,03,803.73
b) Purchases of Stock-in-Trade	28	1,820.65	250.38
c) Change in Inventories of Finished Goods, Stock-In-Trade and	$20 -$	(3,900.91)	(5,497.88)
Wark-in-Process d) Employee Benefits Expense	30 1	16,112.18	15.172.38
e) Finance Costs	31	6,724.33	7,350.73
f) Depreciation Expenses	2	9,992.71	9,379.24
g) Other Expenses	32	55,788.72	55,876.30
Total Expenses		1,97,406.67	1,86,334.88
Profit / (Loss) Before exceptional items and Tax		4,936.30	2,649.38
Exceptional Items - (Loss) / Income	45		(115.21)
Profit / [Loss] Before Tax		4,936.30	2,534.17
TAX EXPENSES
Current Tax		862.47	443.00
Deferred Tax	18	1,045.42	525.21
Total Tax Expenses		1,907.89	968.21
Profit / (Loss) After Tax		3,028.41	1,565.96
OTHER COMPREHENSIVE INCOME	33
A. (i) items that will not be reclassified to profit or loss.		(87.52)	(28.09)
(ii) Tax on items that will not be reclassified to profit or loss		30.58	9.82
B. (i) items that will be reclassified to profit or loss
(ii) Tax on items that will be reclassified to profit or loss
OTHER COMPREHENSIVE INCOME / ILOSS) FOR THE YEAR		(56.94)	(18.27)
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE YEAR		2,971.47	1,547.69
Earnings Per Equity Share
(1) Basic Earnings Per Share		1.03	0.53
(2) Diluted Earnings Per Share		1.03	0.53
(Face Value of Equity Share ぞ2/-each)

Material Accounting Policies and Notes forming part of the Financial Statements

As per our Report of even date attached.

$1 to 53$

For and on behalf of the Board

For V Sankar Aiyar & Co. Chartered Accountants FRN NO 109208W

Rabt

Asha Patel Partner Membership No 166048

Place: Mumbai Date: 12^th May 2025

Madipto Mukherjed
Chief Financial Officer

MM $\omega$ Amitabh Gupta

Chief Executive Officer

Dakul Jain
Chairman & Managing Director DIN 00380256

Sr. GM (Legal) & Company Secretary

Membership No A22527

yfwek Jain Managing Direct DIN 00502027 Loan

Digit V Darji

Place: Mumbail

Date: $12^{40}$ May 2025

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 5T MARCH 2025
			For the year ended	₹ in lakhs
Particulars	For the year ended 31 st March 2025		31 st March 2024
A.Cash flow from Operating Activities
Net profit before tax		4,936.30		2.534.17
Add:
Depreciation and amortisation expense	9.992.71		9,379.24
Unrealized Exchange Loss / (Gain)	85.40		10.25
Finance Costs	6.724.33		7,350.73
Interest income	(1,304.93)		(1, 149.04)
(Gain) on fair valuation / sale of Investments (Net)	(82.60)		(29.73)
(Profit) / Loss on Sale of property, plant and equipment (Net)	42.55		98.57
Income recognized against Capital Grant	(69.28)		(69.27)
Provisions made/(written back) during current year	(862.49)		361.24
Balances written off / (back) - Net	(124.93)	14,400.76	(45.40)	15,906.59
Operating profit before working capital changes		19,337.06		18,440.76
Adjustments for : Working Capital
Trade receivables & other current assets	(1, 185.60)		3,283.12
toans	55.95		(11.37)
Inventories	(5.104.54)		(3, 191.51)
Trade and other payables	6,848.18	613.99	7,964.00	8,044.24
Cash generation from operations		19,951.05		26,485.00
Direct taxes paid (Net off Refund)		(875.72)		(1, 275.86)
Net cash flow from operating activities		19,075.33		25,209.14
B. Cash flow from Investing Activities
Investment in Equity shares			(1,953.50)
Payment for Acquisition of Property Plant & Equipment	(7,648.30)		(9,359.62)
Proceeds from Sale of Property Plant & Equipment	227.57		312.73
Investment in Fixed Deposit with Banks	(4, 504, 75)		(25.45)
Sale / (Purchase) of Short Term Investments (Net)	(600.45)		13.98
Interest income Net cash used in investing activities	1 304.93	(11.221.00)	1,149.04	(9,862.82)
C. Cash flow from Financing Activities
Proceeds from Long-Term Borrowings	8,328.94		2,534.78
Repayment of Long Term Borrowings (term loans)	(12, 841.04)		(12, 424.31)
Short Term Borrowings (Net)	3,307.94		2,669.98
Final and Interim Dividend paid			(885.47)
Finance Costs	(6,432,22)		(6,927.03)
Lease Liability paid	(159.29)		(233.55)
Net cash used in financing activities		(7,795.67)		(15, 265.60)
Net increase / (Decrease) in Cash and Cash equivalents		58.66		80.72
Opening Cash and Cash Equivalents		1,072.16		991.44
Closing Cash and Cash Equivalents		1,130.82		1.072.16
		58.66		80.72

Particulars	For the year ended 31 tt March 2025	For the year ended 31st March 2024
Breakup of Opening Cash and Cash Equivalents
Balances with Banks In Current Accounts In Fixed Deposit	463.47 601.89 6.80	481.01 500.00 10.43
Cash on Hand Cash and Cash Equivalents	1,072.16	991.44
Breakup of Closing Cash and Cash Equivalents
Balances with Banks In Current Accounts In Fixed Deposit Cash on Hand	1,123.02 $\scriptstyle\rm{m}$ 7.80	463.47 601.89 6.80
Cash and Cash Equivalents	1,130.82	1,072.16

Notes:

1) The Cash Flow statement has been prepared under the indirect method as set out in indian Accounting Standard (IND AS) 7 on cash flow statement & presents cash flow by operating, investing & financing activities.

2) Figures in the Bracket are outflows / deductions.

3) Figures of the previous year have been regrouped / rearranged wherever necessary to make it comparable to the current presentation.

4) The Cash Credit facilities availed from bank are part of financing activity which do not form part of cash and cash equivalents for the cash flow statement purpose.

As per our Report of even date attached.

For V Sankar Alyar & Co. Chartered Accountants FRN NO 109208W

Asha Patel Partner Membership No 166048

Place: Mumbai Date: 12^th May 2025

Bakul Jain

Chairman & Managing Director DIN 00380256

Vivek J Кn Managing Director DIN 00502027

Diligar Darji Br. GM ( Legal ) & Company Secretary

Membership No A22527

Place: Mumbai Date: 12^th May 2025

For and on behalf of the Board

Ashish Jain Managing Director DIN 00866676

Pradipto Mukherje Chief Financial Office

Δ

Amitabhaupta
Chief Executive Officer

DCW LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 315T MARCH 2025

e in Lakhs

A. Equity Share Capital

Balance as at 1 st April 2024	Changes in Equity Share Capital due to prior period errors	Restated balance at the beginning of the current reporting poriod	Changes in equity share capital during the current year	Balance as at 31 st March 2025
5.903.10		5,903.10		5,903.10
Balance as at 1 st April 2023	Changes in Equity Share Capital due to prior period	Restated balance at the beginning of	Changes in equity share capital	Balance as at 31 st March 2024

April 2023	to prior period errors	beginning of the current reporting period	capital during the current year	PARAFER 2024
		5,903.10

B. Other Equity

			Reserves and Surplus			Other
	Capital Reserve	Securities Premium	Capital Redemption Reserve	General Reserve	Retained Earnings	Comprehensive Income	Total
Balance as at 1" April 2024 Profit for the year Deferred Tax Adjustment Other comprehensive Income (Net of Tax)	406.88	25,192.11	5.30	32.314.69	39,800.28 3,028.41 (2,874.15)	(450.53) (56.94)	97,268.73 3,028.41 (2,874.15) (56.94)
Total comprehensive income for the year					39,954.54		97,366.05
Divided paid
Balance as at 31" March 2025	406.88	25,192.11	5.30	32.314.69	39.954.54	٠	97,366.05
Balance as at 1" April 2023 Profit for the year Additions during the year. Other comprehensive Income (Net of Tax)	406.88	25,192.11	5.30	32, 314.69 $\sim$	39,119.79 1,565.96	(432.26) (18.27)	96,606.51 1,565.96 (18.27)
Total comprehensive income for the year					40,685.75		98,154.20
Divided paid					(885.47)		(885.47)
Balance as at 31" March 2024	406.88	25,192.11	5.30	32.314.69	39,800.28	(450.53)	97,268.73

As per our Report of even date attached.

For and on behalf of the Board

T $\leq$

Astrash Jain Managing Director

M

Bakul Jain Chairman & Managing Director DIN 00380458

Vivek Jain Managine Director

LOO Dup v Darji

Sr. GM ( Legal ) & Company Secretary Membership No A22527

Place: Mumbai Date: 12^th May 2025

DIN 00866676 Pradipto Mukhoree
Chief Financial pfficer

$\mathcal{P}$ w

Amitably Gupte Chief Executive Officer

For V Sankar Aiyar & Co. Chartered Accountants FRN NO 109208W

Asha Patel Partner Membership No 166048

Place: Mumbal
Date: 12^th May 2025

NOTE 1

I. COMPANY OVERVIEW

DCW Ltd (formally Dhrangadhra Chemical Works Limited), was incorporated in January 1939. The Registered Office of the Company is located at Dhrangadhra, Gujarat - 363315. Its shares are listed in Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). It is one of the multi-product multilocation & heavy chemical manufacturing Company. DCW has two manufacturing units located at Dhrangadhra, Gujarat and at Sahupuram, Tamil Nadu.

II. BASIS FOR PREPARATION:

a. The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (Act) read with Rule 4A of Companies (Accounts) Second Amendment Rules, 2015, Companies (Indian Accounting Standards) Rules, 2015; and the other relevant provisions of the Act and Rules thereunder. The Financial Statements have been prepared under historical cost convention basis except for derivative financial instruments, certain financial assets and financial liabilities which have been measured at fair value at the end of each year reporting period, as stated in the accounting polices set out below.

The Company's presentation and functional currency is Indian Rupees (₹) and all values are rounded off to the nearest lakhs (INR 00,000), except when otherwise indicated.

Use of Judgement, Assumptions and Estimates

b. The preparation of the Company's financial statements requires management to make informed Judgements, reasonable assumptions and estimates that affect the amounts reported in the financial statements and notes thereto. Uncertainty about these could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the future periods. These assumptions and estimates are reviewed periodically based on the most recently available information. Revisions to accounting estimates are recognized prospectively in the Statement of Profit & Loss in the period in which the estimates are revised and in any future periods affected.

In the assessment of the Company, the most significant effects of use of judgments and/or estimates on the amounts recognized in the financial statements relate to the following areas:

• · Financial instruments;
• · Useful lives of property, plant & equipment;
• · Valuation of Inventories:
• . Measurement of recoverable amounts of assets / cash-generating units;
• . Assets and obligations relating to employee benefits;
• . Evaluation of recoverability of deferred tax assets; and
• · Provisions and Contingencies.
• · Classification of lease as operating or financial lease
• · Impairment of non-financial assets

c. Current and Non-Current Classification

Any asset or liability is classified as current if it satisfies any of the following conditions:

• The asset/liability is expected to be realized/settled in the company's normal operating cycle;
• The asset is intended for sale or consumption;
• The asset/liability is held primarily for the purpose of trading

• The asset/liability is expected to be realized / settled within twelve months after the reporting neriod:
• The asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date;
• In case of liability, the company doesn't have an unconditional right to defer the settlement of liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non current.

For the purpose of current/ non current classification of assets and liabilities, the company has ascertained its normal operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets or inventories for processing and their realization in cash and cash equivalents.

III. SUMMARY OF MATERIAL ACCOUNTING POLICIES:

A Property, plant & equipment

• a) The cost of an item of property, plant and equipment is recognized as an asset only if it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.
• b) An item of property, plant and equipment that qualifies as an asset is measured on initial recognition at cost. Following initial recognition, items of property, plant and equipment are carried at its cost less accumulated depreciation and accumulated impairment loss.

The company identifies and determines cost of each part of an item of property, plant and equipment separately, if the part has a cost which is significant to the total cost of that item of property, plant and equipment and has useful life that is materially different from that of the remaining item.

• c) Property, plant and equipment are stated at cost net of tax / duty credit availed, less accumulated depreciation and accumulated impairment loss, if any.
• d) The initial cost of an asset comprises its purchase price or construction cost (including import duties and non-refundable taxes), any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, the initial estimate of any decommissioning obligation (if any) and the applicable borrowing cost till the asset is ready for its intended use.
• e) Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
• f) Items such as spare parts, stand-by equipment and servicing equipment that meet the definition of property plant and equipment are capitalized as property, plant and equipment. In other cases, the spare parts are inventorised on procurement and charged to Statement of Profit & Loss on issue/consumption.
• g) When significant parts of property, plant and equipment are required to be replaced at intervals, the company derecognises the replaced part and recognises the new part with its own associated useful life and it is depreciated accordingly. All other repair and maintenance cost are recognised in the Statement of Profit and Loss as and when incurred.
• h) An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss ansing on de-recognition of the asset (calculated as the difference between the net disposal proceeds if any and the carrying amount of the asset) is included in the Statement of Profit and Loss when the asset is derecognised.
• i) The company has elected to consider the carrying value of all its property, plant and equipment appearing in the financial statements prepared in accordance with Accounting Standards notified under the section 133 of the Companies Act 2013, revised together with Rule 7 of the Companies (Accounts) and used the same as deemed cost in the opening Ind AS Bajance Sheet prepared on 1st April, 2015.

B. Capital Work In Progress and Capital Advances

Cost of assets not ready for intended use as on the balance sheet date, is shown as capital work in progress.

C. Depreciation

a) Depreciation on property, plant and equipment is provided on the straight line basis, over the useful lives of assets (after retaining the residual value of up to 5%). Residual values of the assets are held at 5% except that of Furniture and fixtures and Office equipment at Re. 1 as estimated by the Chartered Engineer & Valuer. The useful lives determined are in line with the useful lives as prescribed in the Schedule II of the Act except in case of following assets which are depreciated over their useful life as determined by a Chartered Engineer and Valuer.

Asset Description	Useful Life (Years)
Continuous Process Plant	20
Cogeneration Power Plant	25
Electrical Installation Other than in Cogen Power Plant	15
Salt Works	$\mathbf{1}$
Cars & Two Wheelers	$\overline{5}$
Re-membraning of Membrane cell elements	4
of Anode and Cathode membrane cell Recoating elements	8

• b) The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted in the period in which the estimates are revised and in any future periods affected.
• c) Items of property, plant and equipment costing not more than ₹ 5,000 each are depreciated at 100 percent in the year in which they are capitalised.
• d) The Company depreciates components of the main asset that are significant in value and have different useful lives as compared to the main asset separately.
• e) The spare parts are depreciated over the estimated useful life based on internal technical assessment.
• f) Expenditure on major repairs and overhauls which qualify for recognition in the item of Property, Plant and Equipment and which result in additional useful life is depreciated over the extended useful life of the asset as determined by technical evaluation.
• g) Depreciation is charged on additions / deletions on pro-rata monthly basis including the month of addition / deletion.

D. Leases

The Company assesses whether a contract contains a lease, at the Inception of the contract. A Contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether (i) the contract involves the use of identified asset; (ii) the Company has substantially all of economic benefits from the use of asset through a period of lease and (iii) the Company has the right to direct the use of the asset.

The Company as Lessee

The Company recognises the right-of-use asset and lease liability at the commencement of date. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and estimate of costs to dismantle and remove underlying asset or to restore the site on which it is located less any lease incentives received.

Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term. The right-of-use asset and lease liabilities include these options when it is reasonably certain that option will be exercised.

The right-of-use asset is subsequently depreciated using the straight line method from commencement date to the earlier of the end of useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any and adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, company's incremental borrowing rate. Generally, the company uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the company's estimate of the amount expected to be payable under a residual value guarantee, or if company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Lease payments have been considered as financing activities in the Statement of Cash Flow.

Short-term leases and leases of low-value assets

The company has elected not to recognise right-of-use assets and lease liabilities for short term leases that have a lease term of 12 months. The company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

E. Investment Property

Investment properties are properties that are held to earn rentals and/or for capital appreciation (including property under construction for such purposes) and not occupied by the Company for its own use.

Investment properties are initially recognised at cost.

Though the Company measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer applying a valuation model recommended by the International Valuation Standards Committee.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.

The difference between the net disposal proceeds and the carrying amount of the asset is recognised in the statement of profit and loss in the period of de-recognition.

F. Non-Current Assets Held For Sale

The Company classifies non-current assets held for sale if their carrying amounts will be recovered principally through a sale (rather than through continuing use of assets) and actions required to complete such sale indicate that it is unlikely that significant changes to the plan to sell will be withdrawn. Also, such assets are classified as held for sale only if the management expects that the sale is highly probable and is expected to complete the sale within one year from the date of classification

Non-current assets classified as held for sale are measured at lower of their carrying amount and fair value less costs to sell.

G. Inventories

Raw-materials, work-in-process, finished goods, packing materials, stores, spares, components, consumables and stock-in-trade are carried at lower of cost and net realizable value. However, materials and other items held for use in production of inventories are not written down below cost if the finished goods in which they will be incorporated are expected to be sold at or above cost. The comparison of cost and net realizable value is made on item-to- item basis.

Cost of inventories comprises all costs of purchases, duties, taxes (other than those subsequently recoverable from tax authorities) and all the other costs incurred in the normal course of business in bringing inventories to their present location, including appropriate overheads apportioned on a reasonable and consistent basis and is determined on the following basis:

• a) Raw materials and finished goods on weighted average basis.
• b) Work in process at raw material cost plus cost of conversion.
• c) Stores and spares on weighted average basis.

Customs duty on raw materials / finished goods lying in bonded warehouse is provided for at the applicable rates.

Obsolete, slow moving, surplus and defective stocks are identified and where necessary, provision is made for such stocks.

H. Revenue Recognition

Revenue is recognized when it's probable that economic benefits associated with a transaction will flow to the Company in the ordinary course of its activities and the amount of revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates allowed by the company.

Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration expected to be received in exchange for those products or services.

Revenue includes only the gross inflows of economic benefits received and receivable by the company, on its own account. Amounts collected on behalf of third parties such as Goods & Service Tax (GST) are excluded from revenue.

Sale of goods

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, revenue and the associated costs can be estimated reliably and it is probable that economic benefits associated with the transaction will flow to the company. Sale value of goods is measured at the fair value of the consideration received or receivable, net of returns and applicable trade discounts or rebates. It excludes Goods & Service Tax (GST)

Sale of scrap / wastages, salvages and sweepings are accounted for on delivery / realisation.

Sale of Services

Revenue from sale of services is recognized when the stage of completion can be measured reliably. Stage of completion is measured by the services performed till balance sheet date as percentage of total services contracted.

Other claims are booked when there is a reasonable certainty of recovery. Claims are reviewed on a periodic basis and if recovery becomes uncertain, provision is made in the accounts.

Interest Income

Interest income is accrued on time basis, by reference to the principal outstanding and at the effective interest rate applicable.

1. Employee Benefits

Short term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognized as an expense at an undiscounted amount in the Statement of Profit & Loss for the year/period in which the related services are rendered.

Post employment Benefits:

The Company's post-employment benefit consists of provident fund, gratuity and superannuation fund. The Company also provides for leave encashment which is in the nature of long term benefit.

Defined Contribution Plans:

Defined Contribution plans are Employee State Insurance Scheme and government administered Pension Fund Scheme for all applicable employees and Superannuation Fund Scheme for eligible employees.

The Superannuation Fund is a Defined Contribution Scheme managed by LIC and SBI Life Insurance Company and contributions made to these funds are charged to the Statement of Profit and Loss.

Recognition and Measurement of Defined Contribution Plans:

The company recognizes contribution payable to a defined contribution plan as an expense in Statement of profit and Loss when employee renders services to the Company during the reporting period. If the contributions payable for services received from employees before the reporting date exceeds the contributions already paid, the deficit payable is recognized as liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before reporting date, the excess is recognized as an asset to the extent that prepayment will lead to, for example, a reduction in future payments or cash refund.

• Defined Benefit Plans:

• î. Provident Fund scheme:

The company makes specified monthly contributions towards Employee Provident Fund scheme to a separate trust administered by the company. The minimum interest payable by the trust to the beneficiaries is being notified by the government every year. The company has an obligation to make good the shortfall, if any, between the return on investments of the trust and the notified interest rate.

Gratuity Scheme: ïi.

The Company operates defined benefit plan for Gratuity. The company contributes to a separate entity (a fund), towards meeting the Gratuity obligation. The Company has created an Employees Group Gratuity Fund which has taken a Group Gratuity Assurance Scheme with the Life Insurance Corporation of India.

Recognition and measurement of defined benefit plans;

The cost of providing such defined benefit is determined using the projected unit credit method of actuarial valuation made at the end of the year. The defined benefit obligations recognized in the balance sheet represent the present value of the defined benefit obligations as reduced by the fair value of pan assets, if applicable. Any defined benefit asset (negative defined benefit obligations resulting from this calculation) is recognized representing the present value of available refunds and reductions in future contributions to the plan.

Actuarial gains and losses are recognised in other comprehensive income for gratuity and recognised in the Statement of Profit & Loss for leave encashment.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to Statement of profit or loss in subsequent periods.

Past service costs are recognised in Statement of profit or loss on the earlier of:

• The date of the plan amendment or curtailment, and
• The date that the Company recognises related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:

• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
• Net interest expense or income

J. Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences in relation to borrowings denominated in foreign currency to the extent regarded as an adjustment to the borrowing costs.

Exchange differences are regarded as an adjustment to borrowing costs for an amount equivalent to the extent to which an exchange loss does not exceed the difference between the cost of borrowing in functional currency when compared to the cost of borrowing in a foreign currency and the amount of gain in relation to any settlement or translation of a borrowing, to the extent of any unrealised loss in respect of the same borrowing, previously recognised as an adjustment to such borrowing cost.

Borrowing costs that are attributable to the acquisition or construction of qualifying assets (i.e. an asset that necessarily takes a substantial period of time to get ready for its intended use) are capitalized as a part of the cost of such assets till the month in which the asset is ready for use. All other borrowing costs are charged to the Statement of Profit & Loss.

K. Segment Accounting

The Chief Operational Decision Maker (CODM) monitor the operating results of the business Segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

The Operating segments have been identified on the basis of the nature of products / services.

Segment revenue includes sales and other income directly identifiable with / allocable to the segment including inter-segment revenue.

Expenses that are directly identifiable with / allocable to segments are considered for determining the segment result. Expenses which relate to the Company as a whole and not allocable to segments are included under unallowable expenditure.

Income which relates to the Company as a whole and not allocable to segments is included in unallocable income.

Segment result includes margins on inter-segment and sales which are reduced in arriving at the profit before tax of the Company.

Segment assets and liabilities include those directly identifiable with the respective segments. Unallocable assets and liabilities represent the assets and liabilities that relate to the Company as a whole and not allocable to any segment.

Inter-Segment transfer pricing

Segment revenue resulting from transactions with other business segments is accounted for at actual cost incurred for producing the goods or at market prices of the products transferred as the case may be and as agreed to by the respective segments.

L. Foreign Currency Transactions

Monetary items:

Initial Recognition

On initial recognition, transactions in foreign currencies are entered into by the Company are recorded in the functional currency (i.e. Indian Rupees), by applying to the foreign currency amount, the spot exchange rate between the functional currency and foreign currency at the same date of transaction.

Measurement of foreign currency items at reporting date

Foreign currency monetary items of the company are translated at the closing rates.

Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit & Loss either as profit or loss on foreign currency transaction and translation or as borrowing costs to the extent regarded as an adjustment to borrowing costs.

Non-Monetary items:

Non-monetary items that are measured in terms of historical cost are recorded at the exchange rates at the dates of the initial transactions.

M. Provisions, Contingent Liabilities and Contingent Assets

• a) Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expenses relating to a provision are recognised in the Statement of Profit & Loss net of any reimbursement.
• b) If the effect of time value of money is material, provisions are shown at present value of expenditure expected to be required to settle the obligation, by discounting using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
• c) Contingent liabilities are possible obligations arising from past events and whose existence will only be confirmed by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, or present obligations where it is not probable that an outflow of resources will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote.

• d) Show-cause notices issued by various Government Authorities are not considered as obligation. When the demand notices are raised against such show-cause notices and are disputed by the Company, these are classified as disputed obligations.
• e) Contingent Assets are not recognised but reviewed at each balance sheet date and disclosure is made in the Notes in respect of possible effects that arise from past events and whose existence is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company and where inflow of economic benefit is probable.

N. Fair Value measurement

• a) The Company measures financial instruments i.e. derivative contracts at fair value at each balance sheet date.
• b) Fair value is the price that would be received on selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date.
• c) While measuring the fair value of an asset or liability, the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure the fair value using observable market data as far as possible and minimising the use of unobservable inputs. Fair values are categorised into 3 levels as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices that are observable for the assets or liability, either directly (i.e. as prices for similar item) or indirectly (i.e. derived from prices)

Level 3: inputs that are not based on observable market data (unobservable inputs)

O. Financial Instruments

i. Financial Assets other than derivatives

All financial assets are recognised initially at fair values including transaction costs that are attributable to the acquisition of the financial asset.

A financial asset is measured (subsequent measurement) at the amortised cost if the asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and the contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Amortised cost is net of any write down for impairment loss (if any) using the effective interest rate (EIR) method taking into account any discount or premium and fees or costs that are an integral part of the EIR.

A financial asset is derecognised either partly or fully to the extent the rights to receive cash flows from the asset have expired and / or the control on the asset has been transferred to a third party. On de-recognition, any gains or losses are recognised in the Statement of Profit & Loss.

ii. Financial Liabilities other than derivatives

All financial liabilities are recognised initially at fair value net of transaction costs that are attributable to the respective liabilities.

After initial recognition, financial liabilities are subsequently measured at amortised cost using the effective interest rate method ("EIR"). Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit & Loss.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit & Loss.

iii. Derivative financial instruments

The Company uses derivative financial instruments, such as foreign exchange forward contracts to manage its exposure to foreign exchange risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value with the changes being recognised in the Statement of Profit & Loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

iv. Compound Financial Instrument

Compound financial instruments issued by the Company which can be converted into fixed number of equity shares at the option of the holders irrespective of changes in the fair value of the instrument are accounted by separately recognising the liability and the equity components. The liability component is initially recognised at the fair value of a comparable liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Subsequent to initial recognition, the liability component of the compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequently.

v. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the Babilities simultaneously.

vi. Investment in Equity Instruments

All investments in equity instruments classified under financial assets are initially measured at fair value, the Company may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL

The Company makes such election on an instrument-by-instrument basis. Fair value changes on an equity instrument are recognised in 'other income' in the standalone statement of profit and loss unless the Company has elected to measure such instrument at FVOCI. Fair value changes excluding dividend, on an equity instrument measured at FVOCI are recognised in OCI. Amounts recognised in OCI are not subsequently reclassified to the standalone statement of profit and loss.

Dividend income on the investments in equity instruments are recognised as 'other income' in the standalone statement of profit and loss.

P. Classification of Assets and Liabilities as Current and Non Current

All assets and liabilities are classified as current if they are expected to be realised / settled within twelve months after the reporting period. All other assets and liabilities are considered as noncurrent.

Q. Impairment

Non-financial Assets

At each Balance Sheet date, an assessment is made of whether there is any indication of impairment. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of the asset's or Cash-Generating Unit's (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Financial Assets

The Company applies Expected Credit Loss ("ECL") model for measurement and recognition of impairment loss on the financial assets measured at amortised cost.

Loss allowances on trade receivables are measured following the 'simplified approach' at an amount equal to the lifetime ECL at each reporting date right from initial recognition. In respect of other financial assets measured at amortised cost, the loss allowance is measured at 12 months ECL for financial assets with low credit risk at the reporting date. Where there is a significant deterioration in the credit risk, the loss allowance is measured since initial recognition of the financial asset.

R. Taxes on Income

Current Tax

Income-tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the end of reporting period.

Deferred tax

Deferred tax (both assets and liabilities) is calculated using the balance sheet method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that It is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The amount of deferred tax assets is reviewed at each reporting date.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Current tax and Deferred Tax items are recognised in correlation to the underlying transaction either in the Statement of Profit & Loss, other comprehensive income or directly in equity.

S. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

Diluted earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period, adjusted for the effect of all dilutive potential equity shares.

T. Cash and Cash equivalents

Cash and cash equivalents include cash at bank, cash, cheques and draft on hand. The Company considers all highly liquid investments with original maturity of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

Cash Flows

Cash flows are reported using the indirect method, where by net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.

U. Government Grants

Government grants are recognized to the extent they are received in cash or kind.

When the grant relates to an expense item, the same is deducted in reporting the related expense in the Statement of Profit or Loss for which it is intended to compensate.

Government grants relating to property, plant and equipment are presented as deferred income and are credited to the Statement of Profit & Loss on a systematic basis over the useful life of the asset and in the proportions in which depreciation expense on the assets is recognised.

Grants related to income are deducted in reporting the related expense.

V. Significant Accounting Judgements, Estimates and Assumptions

The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements, Estimates and Assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments however may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

W. Impairment of non-financial assets

At each Balance Sheet date, an assessment is made of whether there is any indication of impairment. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of the assets or Cash-Generating Unit's (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.

Z In Lakis

DCW LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS

(a) PROPERTY, PLANT AND EQUIPMENT

"Z" JION

				GROSS BLOCK					ACCUMILATED DEPRECIATION				NET BLOCK
Description of Assets As at 1 th April Additions	2024	and other Transfers	Sales and deductions ther	Deduction Written Off	Adjustments IND AS	Adjustments As at 31" March 2025	2024	ended	As at 1 3 April For the year Depreciation Sold Assets	Depreciation on Discarded / on Written Off	Adjustments Adjustments / IND AS	March 2025 As at 31"	March 2025 As at 31"	March 2024 As at 31 H
ad (Note-6)	50.391.14					20,391.14							20,391.14	20,391.14
Buildings	39,562.86	92.60				39,655.46	1,212.56	1,376.60				12,589.16	27,066.30	28,350.30
Sant and Machinery	1,31,399.72	5,410.43	88.86	210.62		36,510.73	56,229.06	,634.00	59.92	109.07		63,594.07	2,816.66	5,170.66
Wind Mill	9,710.68		159.46			9,451.22	1,516.15	491.14	203.99			,803.30	4,647.92	194.53
urniture & Fitting	498.89	38.39				537.28	113.39	100.37				213.76	823.52	385.50
Office Equipment	566.88	87.31	3.52	1.98		648.69	80.92	93.90	144	1.65		380.73	267.96	275.96
rehicles	755.06	489.23	98.07			1.145.27	470.32	20.69	15.32			575.69	\$70.53	284.74
DETO	2,02,885.23	6,118.01	449.50	212.60		2,08,340.74	72,832.40	9,816.69	281.66	110.72			82.256.71 1.26,084.03 1.30,052.83

				GROSS BLOCK						ACCUMIATED DEPRECIATION			NET BLOCK
	Description of Assets As At 1" April 2023	Additions and other Transfers	deductions Sales and other	Deduction hitten Off	Adjustments IND AS	March 2024 As At 31 st	As At 1" April 2022	For the year inded	Depreciation on Discarded Sold Assets	on Written Off epreciation	djustments djustments IND AS	March 2024 As at 31 n	March 2024 As at 31"	Aarch 2023 As at 31"
Land (Note-5)	20,303.24	87.90				20,391.14							0.391	0,303.2
	37,651.83	918.26		7.23		39,562.86	,872.63			2.11		11,212.56	18,350.30	7,779.20
Plant and Machinery	23,988.38	571.54	892.03	268.17		31,399.7	9,831.83	,158.61	558.07	203.31		56,229.06	5,170.	4,156.55
	9,710.68					9,710.68	,013.95	502.20				516.15	5,194.53	,696.73
urniture & Fittings	65.11	384.95	1,45	4.72	53.99	198,89	53.88	25.42	80.00	0.16	34.34	113.39	385.50
Office Equipments	455.12	208.64	$-98$ N	19.91	[59.65]	566.88	315.98	51.58	22.84	19.46	34.34)	290.92	275.96	11.23 139.14 306.97
	126.57	49.88	ŋ			755.06	419.60	70.29	19.57			470.32	284.74
	1,92,900.93	11,221.18	E 936.	300.03		02,885.23	64,507.87	9.150.14	600.57	225.04		72,832,40

(b) Capital Work in Process:
Ageing Schedule of Capital Work in Progress

$[{\rm cross\ than\ 1} \quad \begin{array}{|l|} \hline \text{Amount in CWH for a period of} \ \text{1-2 years} \quad \begin{array}{|l|} \hline \text{2-3 years} \quad \end{array} \hline \text{More than 3} \end{array}$ 2,271.95 1,828.00 mount in CWIP for a period of

12 years | 23 years | More than 3 | 31" March

48.02 | .................................. Amount in CWIP for a period of $\overline{\phantom{a}}$ Less than 1 5,586.13 year Projects temporarily suspended cwip "rojects in progress "

. None of the project is overdue or exceeded as original cost as compared to its original plan. 48.02 5,586.13 Total

4,103.87

$\frac{3.92}{ }$ $3.92$ 9

2,271.95

1,828.00

5,634.15

ï.

Total as on
31^* March 2024

(c) Right - of - Use Assets:

		GROSS BLOCK					ACCUMILATED DEPRECIATION		NET BLOCK
Description of Assets	As at 1" April Additions 2024		Deletions	March 2025	As at 31" As at 1" April Additions 2024		Deletions	March 2025 As at 31 H	March 2025 As at 31 et	March 2024 As at 31 M
Land	173.39	184	6.15	175.08	55.71	59.52	6.15	09.08	\$66.00	917.68
Office Equipments	73.08			73.08	14.21	24.36		38.57	34.51	58.87
ehicles	488.38	15,80	356.03	148.15	365.89	92.14	\$56.03	02.00	46.15	122.49
TOTAL	1,734.85	23.64	362.18	1,396.31	635.81	176.02	362.18	449.65	946.66	1,099.04
			GROSS BLOCK				ACCUMUATED DEPRECIATION		NET BLOCK
Description of Assets	As at 1" April Additions 2023		Deletions	March 2024	As at 31" As at 1" April Additions 2023		Deletions	March 2024 As at 31 th	March 2024 As at 31 12	March 2023 As at 31 er

Notes :-

1. Building includes R.A.507.13 Lakhs being cost of Ownership flats and office accommodation in Co-operative societies and a Limited company against which the company holds shares of the face value of Rs.0.77 Lakhs in Co-operative Societies and the Limited Company

234.28

91768
58.87
122.49
1,099.04

255.71
14.21
365.89 635.81

$\epsilon$ , $\epsilon$

59.61
14.21
155.28 229.10

210.61 196.10

ŧ,

1,173.39
73.08
488.38 1,734.85

63

$\begin{array}{r} 73.03 \ 43.49 \ \textbf{116.57} \end{array}$

444 89

1,173.39 2023

Office Equipments

Land

Vehicles

TOTAL

406.71

977.29

1. Assignment deeds in respect of 9.13 acros of Land at Caustic Sodia Division, transferred by Central Government, are State Government, are yet to be oxecuted by the State Government in favour of the Company.

2. The Company exercised the option to purchase 793.39 acres of land leased by the State government at Salupuram Works, Assignment devels in respect of the said land is yet to be executed by the State

Government in favour of the Company. (Refer Note No 39 a).

1. Encroachers have occupied some portion of the land belonging to the Company at Sahupuram. Efforts are being made to evict them.

2. Various movable & immovable assets offered as security against borrowing is as mentioned in Note 15 of this financial statement.

3. Title deeds of Immovable Property not held in the name of company

Relevant line itom in the Description Balance sheet	of item of property	value (Rs. In carrying Lakhs) Gross	ቼ	Title deeds held in the name Whether title deed holder is a promoter, Property held director or relative of promoter/director or since which employee of promoter/director	date	Reason for not being held in the name of the company
Property Plant and Equipment	Land j	27.39	The Government of Tamilnadu	g CAR & CA	1985	entral Government has transferred the title in favour of State Government, who has to still execute the agreement in favour of company by transferring the title deeds in the name of the company
Property Plant and : quipment	Land		ē 37 2,380.20 The Government of Tarrilhadu	ž	1963	Refer Note 39 (a)
			ARCHITECTS ġ	MICHAEL		VIBA ï

NOTE "3" NON CURRENT INVESTMENTS

	Face Value		31-Mar-25	31-Mar-24
Particulars	Per Unit	Number	In lakhs ₹	Number	In lakhs
INVESTMENTS IN EQUITY INSTRUMENTS: At Fair Value through OCI	₹
Unquoted: Equity Shares in DCW Pigment Limited	$\begin{array}{c} 10 \ 25 \end{array}$	8,600	0.86	8,600	0.86
Investment in Equity Shares of "The Dhrangadhra Peoples Co-operative Bank Limited" *		10	0.00	10	0.00
Equity Shares in Kaze Renewables Pvt. Ltd. **	$10^{10}$	24,41,875	1,953.50	24,41,875.00	1,953.50
Total			1,954.36		1,954.36

* Amount less than 0.01 Lakhs hence shown as 0.00 Lakhs

$\ddot{\phantom{a}}$

The company has entered into Share Subscription and Shareholders' Agreement ("SSSHA") on December 05, 2023 with Kaze Renewables Private Limited (KRPL) and Cleantech Solar India OA 2 Pte. Ltd. (Cleantech) for subscribing 24,41,875 Equity Shares of face value of Rs. 10/- each at a premium of Rs. 70/-. Pursuant to the SSSHA, the Company has subscribed to the said equity shares on January 29, 2024. By virtue of the said investment in KRPL, it is deemed to be an associate company in terms of Section 2(6) of the Companies Act, 2013. However, the company does not have power to participate in the financial and operating decisions of KRPL, and hence does not exercise significant influence. Accordingly KRPL is not construed as associate company in terms of the Indian Accounting Standard (Ind AS) 28 on Investments in Associates and Joint Ventures. Therefore, the preparation of consolidated financial statements as per Section 129(3) of Companies Act, 2013 is not required.

The Company has irrevocably elected to measure fair value changes in the said investment through other comprehensive income (FVTOCI). There has been no change to the fair value during FY 2024-25.

	In Lakhs
NOTE "4" OTHER FINANCIAL ASSETS - NON CURRENT	As At 31-Mar-25	As At 31-Mar-24
Security Deposits	1,748.92	1,330.51
Fixed Deposit with banks	0.69	0.69
TOTAL	1,749.61	1,331.20
	in Lakht
NOTE "5" OTHER ASSETS - NON CURRENT	As At 31-Mar-25	As At 31-Mar-24

_________	in Lakhs
TAL	1,071.78
repaid expenses	$-51.1.$
Property Tax Refund Receivable	60.73	60.
. apital Advances	959.88

NOTE "6"	As At	As At
INVENTORIES	31-Mar-25	31-Mar-24
(As Certified by the Management)
Raw materials	13,927.79	12,797.80
Work-in-process	303.32	263.37
Finished Goods	24.226.65	20.365.69
Stores, Spares and Fuel	3919.84	3.829.53
Packing Materials	380.70	397.37
TOTAL	42,758.30	37,653.76

	in Lakhs
NOTE -7 CURRENT INVESTMENTS	As At 31-Mar-25	As At 21-Mar-24
Fair Value through Profit & Loss (FVTPL) Investments in Mutual Funds	638.80	15.75
TOTAL	698.80	15.75

	in Lakhs
NOTE "8" TRADE RECEIVABLES	As At 31-Mar-25	As At 31-Mar-24
Trade Receivables Secured, Considered Good Unsecured, Considered good Unsecured, Credit impaired	38.99 9,875.04	453.67 11,087.33
Less: Allowance for Doubtful Debts / ECL	9,914.03 (62.12)	11,541.00 (120.71)
TOTAL	9,851.91	11.420.29

			Outstanding for following periods from due date of payment
Particulars	Not due	Less than 6 months	6 months - 1 year	$1 - 2$ years		2-3 years More than 3 years	Total
Trade receivables - Billed
Undisputed - considered good	5.351.75	4,475.13	85.88	1.27		×.	9,914.03
Undisputed - which have significant
increase in credit risk	ŵ.	Q.	÷	02	×	the Cor
Undisputed - credit impaired	w	÷	w.	-2	a.	$\sim$	$\sim$
Disputed - considered good		×	$\sim$	$\overline{\phantom{a}}$	÷	$\sim$ 7
Disputed - which have significant
increase in credit risk	$\frac{1}{2} \sum_{i=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n$	ta.	$\sim$	öQ.	$\sim$	$\sim$
Disputed - credit impaired	$\sim$	control #1	$\sim$		÷	$\sim$ $^{-1}$
Total	5.351.75	4,475.13	X5.88	1.27	$\sim$	÷.	9.914.03

Ageing of Trade Receivable as on 31" March 2024			Outstanding for following periods from due date of payment
Particulars	Net dua	Less than 6 months	$6$ months $-1$ year	$1 - 2$ years.	2-3 years	More than 3 years	Total
Trade receivables - Billed
Undisputed - considered good	6.561.00	4,932.57	8.87	3.85	2.74	61.97	11,541.00
Undisputed - which have significant increase in credit risk.	$\sim$
Undisputed - credit impaired	×	٠	$\alpha$	$\sim$	×	×
Disputed - considered good		×	$\sim$		÷	÷
Disputed - which have significant increase in credit risk			$\sim$
Disputed - credit impaired		$\sim$	$\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right)$			×
Total	6.561.00	4,902.57	8.87	3.85	2.74	61.97	11,541.00

	in Lakhs
NOTE "9" CASH AND CASH EQUIVALENTS	As At 31-Mar-25	As At 31-Mar-24
Balances with Banks:
In Current / Cash Credit Accounts	1,123.02	463.47
Fixed Deposit with bank		601.89
Cash on Hand	7.80	6.80
TOTAL	1,130.82	1,072.16

	in Lakhs
NOTE "10" OTHER BANK BALANCES	As At 31-Mar-25	As At 31-Mar-24
Fixed Deposits with Banks	20,378.36	15,873.61
TOTAL	20,378.36	15,873.61

	in Lakhs
NOTE "11" LOANS - CURRENT	As At 31-Mar-25	As At 31-Mar-24
(Unsecured, considered good) Staff Loans	77.76	133.71
TOTAL	77.76	133.71

	in Lakhs
NOTE "12" OTHER ASSETS - CURRENT	As At 31-Mar-25	As At 31-Mar-24
Advance to Vendors	1,460.79	870.45
Prepaid Expenses	840.54	472.50
Statutory and Other Receivables (Net)	2,216.62	1.554.03
TOTAL	4,517.95	2.896.98

	F In Lakhs
NOTE "13" EQUITY SHARE CAPITAL	As At 31-Mar-25	As At 31-Mar-24
Authorised Capital 35,00,00,000 Equity Shares of Rs. 2/- each (2024: 35,00.00,000 Equity Shares of Rs. 2/ - each)	7,000.00	7,000.00
TOTAL	7,000.00	wa matu 7,006.00
Issued, Subscribed and Fully paid up 29,51,55,017 Equity Shares of Rs. 2/- each (2024: 29,51.55,017 shares of Rs. 2/- each)	5,903.10	5,903.10
Face value per share	$\tau$ . $21 -$	$721 -$
TOTAL	5,903.10	5,903.10

a) During the year 2019-20, 3,30,04,082 equity shares of Rs-2/- each at a premium of Rs. 16/- per. share were issued and allotted on preferential basis to promoters / promoter group and business associates including relatives of business associate and employees of the company.

b) During the year 2019-20, 70,38,882 warrants of Rs 2/- each at a premium of Rs. 16/- per share issued on preferential basis to promoters / promoter group and business associates including relatives of business associate and employees of the company and allotted equity shares on conversion of warrants.

c) During the year 2022-23, 1,83,33,332 equity shares allioted on conversion of 3,300 OCDs (Optionally Convertible Debentures)

d) 1,57,91,314 warrants of Rs 2/- each at a premium of Rs. 17/- per share issued on preferential basis to promoters / promoter group, business associates and other parties during the year 2021. 22 and allotted equity shares on conversion of warrants during the year 2022-23.

e) Reconciliation of number of equity shares at the beginning

in Lakhs
As At 31-Mar-25	As At 31-Mar-24
No of Shares	No of Shares
	29,51,55,017
	29.51.55.017 29.51.55.017 29.51.55.017

f) Terms / Rights attached to Equity Shares

The Company has only one class of shares referred to as Equity Shares having a par value of Rs.2/- per share. Each share holder of the Equity Share is entitled to one ucte per share. The company declares and pays the dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Moeting.

al Mario al Charolishion Sobilismoven Night Sharpe)

	As at 31-Mar-25		As at 31-Mar-24
Name of Shareholder	Nos of shares	% of total shares	Nos of shares % of total	shares
Sahu Brothers Pvt Ltd	5.24,59,860	17.77%	5,24,59,860
Ashish Jain	1.53,00,000	5.18%	1,51,95,474

h) Disclosures of Shareholding of Promoters - Shares held by the Promoters:

	.		As at 31-Mar-25		As at 31-Mar-24
Sr. Promoter Name No.	Nos of shares	% of total thares	Nos of shares	% of total shares	holding during the year.
	Mr. Pramodkumar Jain	1,70,000	0.06%		0.00%	100,00%
	Intr. Bakul Jain	12.63.332	0.43%	12.63.332	0.43%	0.00%
	Mr. Mudit Jain	58.12.878	1.97%	55,79,275	1.89%	4.19%
	Mr. Vivek Jain	1.32,42,077	$-4.49%$	94.42.244	3.20%	40.24%

DCW LIMITED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	# in Lakhs
NOTE "14"	As At	As At
OTHER EQUITY	31-Mar-25	31-Mar-24
A. Retained Earnings
Opening Balance	39,800.28	39,119.79
Profit / (Loss) For the Year	3,028.41	1,565.96
Less: Final Dividend paid for the year 2022-23		(885.47)
Less: Deferred Tax Adjustment *	(2,874,15)
Closing Balance	39,954.54	39,800.28
B. General Reserve
Opening Balance	32,314.69	32,314.69
Addition During the Year
Deduction During the Year
Closing Balance	32,314.69	32,314.69
C. Capital Reserve
Opening Balance / Closing Balance	406.88	406.88
D. Capital Redemption Reserve
Opening Balance / Closing Balance	5.30	5.30
E. Securities Premium
Opening Balance	25, 192.11	25,192.11
Addition During the Year
Closing Balance	25,192.11	25,192.11
F. Other Comprehensive Income
Opening Balance	(450.53)	(432, 26)
Additions During the Year	(56.94)	(18.27)
Closing Balance	(507.47)	(450.53)
TOTAL	97,366.05	97,268.73

* Consequent to the withdrawal of the indexation benefit on long-term capital gains (LTCG) on immovable properties (which were fair valued at the first time adoption of Ind AS) purchased prior to 23^nd July 2024, the company has assessed the impact of the same and accounted for the deferred tax liability to the extent of Rs. 2874.15 lakhs by debiting the retained earnings as adjustment during the current year in compliance with Ind AS 12-"Income Taxes".

Dividends declared by the Company are based on profits available for distribution. The Board of Directors of the Company have proposed a final dividend of Rs.0.10 per share in respect of the year ended 31" March 2025 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately Rs.295.18 Lakhs.

Nature of Reserves:

A) Retained earnings represents net profits after distributions and transfers to other reserves.

B) The general reserve represents amounts appropriated out of retained earnings.

C) The money received against convertible warrants represents amount received on issuance of the Convertible Warrants.

D) Capital reserves represents the difference between the consideration paid and net assets received under amalgamation.

E) Capital Redemption reserve represents appropriation from retained earnings for redemption of preference shares.

F) Securities premium represents premium on issue of shares.

G) Other comprehensive income represents income / (Loss) on remeasurement of Defined Benefit

NOTE "15" BORROWINGS - NON CURRENT

		As At 31st Mar'25		As At 31st Mar'24
SR NO	PARTICULARS	Non Current	Current Maturities	Non Current	Current Maturities
	Term Loans - Secured
A	From Banks
	Indusind Bank	1,359.36	2,953.99	4.195.29	2,850.00
	(Repayble in quarterly installments, last installment due in Jun'26)
	Indusind Bank	3.212.11	3,739.00	6,797.12	3,739.00
	(Repayble in quarterly installments, last installment due in Feb'27)
	IDFC First Bank	2,899.00	3,240.00	6,139.00	3,240.00
	(Repayble in quarterly installments, last installment due in Feb'27)
	IDFC First Bank *	1,104.25	1,111.11	2,207.62	277.78
	(Repayble in quarterly installments, last installment due in Jan'27)
	Standard Chartered Bank	6,843.27	1,000.00
	(Repayble in quarterly installments, last installment due in Jul'29)
	City Union Bank	21.11	1.75	22.77	1.57
	Car Loans from Bank	250.12	112.57	78.99	13.22
	Total A	15,689.22	12,158.42	19,440.79	10,121.57
B	From NBFC
	Adity Birla Finance Limited	4,963.46	1,428.00	6,374.68	1,428.00
	(Repayble in quarterly installments, last installment due in Sep'29)
	Bajaj Finance Limited	1,112.18	1,246.33	2,355.29	1,246.33
	(Repayble in quarterly installments, last installment due in Feb'27)
	Total C	6,075.64	2,674.33	8,729.97	2,674.33
	Total Term Loans (A+B)	21,764.86	14,832.75	28,170.76	12,795.90
	Amount taken to current maturities of long term		14.832.75		12,795.90
	debts under current Borrowing (Note No 20)
	Total Borowings (1+11)	21,764.86	14,832.75	28,170.76	12,795.90

LOANS - Security : Banks/NBFC

Term Loans from Banks and Institutions are secured by a pari-passu first charge by way of hypothecation of movable fixed assets of the Company, including movable machinery spares, stores and further secured by mortgage on all the immovable properties of the Company situated in the states of Tamilnadu and Gujarat on first pari passu charge basis and second charge on current assets except windmill assets.

* Banks (IDFC First Bank):

The term loan from Bank are secured by first charge on moveable properties and assets pertaining to windmill assetring the state of Rajasthan on specific charge basis.

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	in Lakhs
NOTE "16" OTHER FINANCIAL LIABILITIES - NON CURRENT	As At 31-Mar-25	As At 31-Mar-24
Trade and Other Deposits.	2.000.00	2,000.00
TOTAL	2,000.00	2.000.00
	2 in Lakhs
NOTE "17" PROVISIONS - NON CURRENT	As At 31-Mar-25	As At 31-Mar-24
Provision For Gratuity	742.25	1,183.97
Provision For Leave Encashment	917.72	1,113.79
TOTAL	1,659.97	2,297.76

NOTE "18"

DEFERRED TAX LIABILITIES (NET)

In compliance of Ind AS 12 on "Income Taxes", the item wise details of Deferred Tax Liab lities (Net) are as under: $-1.11$

Particulars	Opening Balance	Recognised in P&L	Recognised In $OCI$ / Retained Earnings	IB Laking Closing Balance
For the year ended 31st March 2025
Deferred Tax Liabilities
Lewise Liabilities		9.07		9.07
Fair Valuation of Land (Refer footnote under Note No.14)			2,874.15	2.874.15
Difference between accounting and tax depreciation	20,401.30	[116.87]		20,284.43
Total Deferred Tax Liabilities.	20,401.30	[107.60]	2,874.15	23.167.65
Deferred Tax Assets
Expenses Allowed on Payment Basis	3.280.65	(1, 433, 45)	30.58	1,877.78
Unabsorbed Depreciation / losses		182.73	×	182.73
Provision for Doubtful Debts	42.18	(20.47)		21.71
Unutilized Tax Credits	6,119.22	117.97		6,237.19
Total Deferred Tax Assets	9.482.05	(1, 153, 22)	30.58	8.319.41
Deferred Tax Liabilities (Net)	10.959.25	1,045.42	2,843.57	14 848 24
For the year ended 31st March 2024
Deferred Tax Liabilities
Difference between accounting and tax depreciation	20,689.95	(288, 65)		20,401.33
Total Deferred Tax Liabilities	20.689.95	(288.65)	٠	20,401.30
Deferred Tax Assets
Expenses Allowed on Payment Basis	1,310.95	1,559.87	9.82	3,280.65
Unabsorbed Depreciation / Insses	198.00	(198.00)	a,
Provision for Doubtful Debts	42.18		$\sim$	42.18
Unuclized Tax Credits	8.694.95	(2,575,73)		6,119.22
Total Deferred Tax Assets	10.246.08	(813.86)	9.82	9,442.05
Deferred Tax Liabilities (Net)	10.443.87	525.21	(9.82)	10,959.25

Deferred Tax Asset on unabsorbed depreciation, unabsorbed business losses and other temporary differences available as Conserved Tax Asset on unacreatied depreciation, unabsorbed business losses and other temporary differences available as
per the income Tax Act, 1961 has been recognized, since it is probable initiatizable profit will be a

Reconciliation of effective tax rate as a numerical reconciliation between tax expense and the product of account profit multiplied by the applicable tax rate

Tax Expenses recognized in the Statement of Profit & Loss / Other Comprehensive Income (OCI) are as below:

Particulars	31-Mar-25	31-Mar-24
A. Current Tax Expense	862.47	443.00
8. Deferred Tax Expense / (Asset) relating to
Origination and reversal of temporary differences	1,045.42	525.21
- Change in Tax Rates
Recognition of previously unrecognized tax losses / (gains)
Total	1,045.42	525.21
Tax Expenses recognized in the Statement of Profit & Loss	1,907.89	968.21
Deferred Tax Liability / (Asset) relating to re-measurement of the defined	30.58	9.82
benefit plan (gratuity) recognized in OCI The effective tax rate for the year ended	38.65%	38.21%

	in Lakhs ₹
NOTE "19" OTHER LIABILITIES - NON CURRENT	As At 31-Mar-25	As At 31-Mar-24
Capital Grants	702.38	771.66
TOTAL	702.38	771.66

	in Lakhs ₩
NOTE "20 BORROWINGS - CURRENT	As At 31-Mar-25	As At 31-Mar-24
Current Maturities of Long-Term Borrowings
Term Loans:
From Banks	12,158.42	10,121.57
From NBFC	2,674.33	2,674.33
Demand Loans From Banks (Secured):
Working Capital Loans*	5,977.92	2,669.98
TOTAL	20,810.67	15,465.88

	き Lakhs
NOTE "21" TRADE PAYABLES	As At 31-Mar-25	As At 31-Mar-24
Dues to Micro and Small Enterprises	1,507.61	1,186.56
Dues to Other than Micro, Small and Medium Enterprises	36,922.65	32,472.34
TOTAL	38,430.26	33,658.90
* Includes Acceptance against Letter of credit Rs. 16,748.72 Lakhs (PY 16,863.63 Lakhs)
The details of amounts outstanding to Micro, Small and Medium Enterprises based on
information available with the Company is as under:
Principal amount remaining due and unpaid	1,507.61	1,186.56
Interest due on above and the unpaid interest		$\,$
Interest paid	$\sim$	$\frac{1}{2}$
Payment made beyond the appointed day during the year	$\sim$	۰
Interest due and payable for the period of delay	u	$\sim$
Interest accrued and remaining unpaid	221.66	177.61
Amount of further interest remaining due and payable in succeeding years

		Outstanding for following periods from due date of payment
Particulars	Not due	Less than 1 year	1-2 years	2-3 years	More than 3 years	Total
Trade Payables
Micro and Small Enterprises	546.61	951.20	4.24		5.56	1,507.61
Others	6,292.31	30,155.00	202.19	43.50	229.66	36,922.65
Disputed Dues - MSE
Disputed Dues - Others			۰
Total Trade Payable						38.430.26

Outstanding for following periods from due date of payment
Particulars	Not due	Less than 1 year	1-2 years	2-3 years	More than 3 years	Total
Trade Payables
Micro and Small Enterprises	743.52	432.49			10.55	1.186.56
Others	3.257.83	28,324.64	496.26	42.27	351.34	32.472.34
Disputed Dues - MSE
Disputed Dues - Others
Total Trade Payable						33,658.90

	in Lakhs
NOTE "22" OTHER FINANCIAL LIABILITIES - CURRENT	As At 31-Mar-25	As At 31-Mar-24
Dividends Payable	17.52	18.08
Emoloyee Related Liabilities	1,829.70	1,661.34
Trade and Other Deposits	2.929.97	2,468.45
Creditors for Capital Goods	1,510.16	879.36
TOTAL	6,287.35	5,027.23

	E in Lakhs
NOTE "23" PROVISIONS - CURRENT	As At 31-Mar-25	As At 31-Mar-24
rovision For Leave Encashment	1,016.33	1,153.51
TOTAL	1,016.33	151.51

	in Lakhs
NOTE "24" OTHER CURRENT LIABILITIES - CURRENT	As At. 31-Mar-25	As At 31-Mar-24
Statutory liabilities (Net)	1,027.38	1,617.2
Advance received from customers	5,447.15	4,036.6
Interest payable	318.40	192.9
Capital grant	69.28	69.2
Others Current Liabilities	1.32	1.3
TOTAL	6,853.55	5.917.38

	in Lakhs
NOTE "25" REVENUE FROM OPERATIONS	For the year. 31-Mar-25	For the year 31-Mar-24
Direct sales of manufactured products	1,53,134.51	1.43.785.51
Export sales of manufactured products	43.623.55	42,028.08
Sales of traded goods	1,704.42	303.57
Sale of Scrap and other materials	982.21	729.93
	1,99,445.09	1,86,847.11
Other Operating Income
Export incentive Income	589.24	111.87
TOTAL	2.00,034.33	1,87,158.98

	in Laids
NOTE "26" OTHER INCOME	For the year 31-Mar-25	For the year 31-Mar-24
Interest Income	1,304.93	1,149.0
Sundry balance written back	74.68	42.33
insurance claims received	553.35	56.60
Gain on sale/redemption of investments (net)	82.57	28.98
Misc. Non-operating Income	293.11	548.55
TOTAL	2.308.64	1,825.28

	in Lakhs
INOTE "27" COST OF RAW MATERIALS CONSUMED	For the year 31-Mar-25	For the year 31-Mar-24
Opening stock in hand and in process.	12,797.80	13,385.24
Add: Purchase of Raw materials	1.11.998.97	1.03.216.30
Less: Closing stock in hand and in process	13,927.79	12,797.80
TOTAL	1.10.868.99	1,03.803.71

	in Lakhs
NOTE "28" PURCHASE OF STOCK IN TRADE	For the year For the year 31-Mar-25	31-Mar-24
Purchase of Stock in Trade	1.820.65	250.38
TOTAL	1,820.65	250.38

		in Lakhs
NOTE "29" CHANGES IN INVENTORIES	For the year 31-Mar-25	For the year 31-Mar-24
Closing stock of Finished Goods Closing Stock of Work-In-process Exceptional Item - Provision for Flood Loss	[24, 226.65] (303.32)	[20,365.69] (263.37) (319.12)
	(24, 529.97)	(20.948.18)
Opening Stock: Opening Stock of Finished Goods Opening Stock of Work-in-process Exceptional Item - Provision for Flood Loss	20,355.69 263.37	15, 331.74 118.56
	20,629.06	15.450.30
Net [Increase] / decrease in stock	(3,900.91)	[5,497.88]

	in Lakhs
NOTE "30" EMPLOYEE BENEFIT EXPENSE	For the year 31-Mar-25	For the year 31-Mar-24
Salaries and wages	13,428.84	12,516.95
Contributions to provident and other funds	1,245.39	1.297.10
Staff Welfare Expenses	1,437.95	1,358.33
TOTAL	16,112.18	15, 172, 38

	in Lakhs
NOTE "31" FINANCE COSTS	For the year For the year 31-Mar-25	31-Mar-24
Interest expense	5.960.14	6.421.35
Bank Charges	764.19	929.38
TOTAL	6,724.33	7,350.73

	F in Lakhs
NOTE "32" OTHER EXPENSES	For the year 31-Mar-25	For the year 31-Mar-24
Power and fuel	31,252.82	33,733,78
Packing charges	2,652.30	2,323.67
Operating and maintenance expenses	3.261.29	2.967.55
Rent	46.71	113.20
Repairs to building	1,273.46	1,265.90
Repairs to machinery	6,615.23	6,644.53
Repairs to other assets	672.64	365.81
Insurance	912.13	656.46
Rates and Taxes	382.29	205.08
Licence fees	114.43	115.04
TOTAL A	47,183.30	48,391.02
Payments to auditors
For Statutory Audit	21.00	21.00
For Tax Audit	6.50	6.50
For other services (including limited reviews)	11.35	8.00
Towards reimbursement of expenses	3.12	2.47
TOTAL B	41.97	37.97
Travelling expenses	329.70	280.25
Conveyance expenses	429.49	399.05
Advertisement expenses	7.84	23.40
Professional fees	1,683.22	1,238.48
Directors Sitting Fees	8.50	5.20
Loss on Assets Sold or Written off (Net)	42.55	98.57
Donations	18.64	10.82
Freight, Transportation, Loading and other Charges (Net)	4.278.56	4,022.49
Vehicle expenses	208.99	224.24
Exchange Difference Loss (Net)	487.13	189.56
Miscellaneous Expenses	1.068.83	955.25
TOTAL C	8,563.45	7,447.31
TOTAL (A+B+C)	55,788.72	55,876.30

	in Lakhs
NOTE "33" OTHER COMPREHENSIVE INCOME	For the year 31-Mar-25	For the year. 31-Mar-24
Items that will not be reclassified to profit or loss Remeasurement of Defined Benefit Plans (Expenses)	(87.52)	(28.09)
Income Tax on items that will not be reclassified to profit or loss Remeasurement of Defined Benefit Plans	30.58	9.82
TOTAL	(56.94)	(18.27)

NOTE 34- CONTINGENT LIABILITIES AND COMMITMENTS:

(A) Contingent Liabilities (to the extent not provided for)

			$-1.11111111111111111111111111111111111$
		As at 31 st March 2025	As at 31 st March 2024
ä.	CONTINGENT LIABILITIES NOT PROVIDED FOR:
1.7	Disputed Sales Tax Demands *	4,431.80	3,899.37
2.	Disputed Excise / Service tax / GST Demands	1,000.37	792.43
3.	Disputed Customs Demands @	4,023.21	3,472.25
4.	Income Tax Demands #	3,562.44	6,090.21
5.	Company's contribution to PF / ESIC	121.10	11.31
6.	Lease Rent, Local Cess, Octroi, and Interest on Octroi, Surcharge, Stamp Duty, Water and Electricity duty. \$	7,205.39	7,293.87
7.	Disputed Industrial relations matters	507.50	507.50
Ъ.	CLAIMS NOT ACKNOWLEDGED AS DEBTS:
	TOTAL	20,851.81	22,066.94
$\mathfrak{C}$	GUARANTEE AS A MEMBER OF THE ALKALI MFG. ASSN. (A Company Limited by Guarantee)	500	7500

Note:

1. The Company does not expect any outflow in respect of the above contingent liabilities.

2. The above statement includes principal and penalty wherever the same have been quantified in the orders but does not include interest (wherever not quantified) at the applicable rates under the respective Acts, as mentioned in the orders.

* Includes:

• i) Sales Tax Assessments of Dhrangadhra Unit are pending for 1994-95, 1995-96, 1997-98, 2004-05 & 2005-06. In respect of Sahupuram Unit Central Sales Tax Assessments and Tamil Nadu General Sales tax / VAT assessment are completed up to 2017-18 and demand has been raised and the company has filed appeal against the demand with higher authority.
• ii) In the matter of difference in amount in respect Input tax credit on furnace oil, reversal of ITC on Consignment Transfers, VAT on sale of Windmills etc., by Tamilnadu VAT Department, the Commercial Tax Officer (CTO) has issued assessment orders for the years from 2010-11 to 2013-14 determining the demand of Rs.3346.43 Lakhs consequent to order dated 30^th July 2024 passed by Madurai bench of the Honourable Madras High Court by disposing of the writ petition filed by the Company.

@ Includes:

In respect of demand of differential duty of Customs of Rs. 1,243.77 lakhs plus interest at the applicable rates thereon under section 28AA of Customs Act, 1962 and redemption fine and penalty of Rs. 2,600 lacs in respect of coal imports in earlier years, the Company has been legally advised that it has the fair chance of success before CESTAT. Accordingly, no provision has been made in the accounts.

# Includes:

The Income-Tax authorities ('the department') had conducted search activity during the month of November 2023 at some of the premises, plants and residences of few of the directors and employees of the Company. Consequent to the aforesaid search, The Income Tax Authorities have passed orders under Section 143 (3) read with Section 147 of the Income Tax Act, 1961 for 10 assessments years starting A.Y. 2015-16 to A.Y. 2024-25.

The Income Tax Authorities have raised demand of Rs. 669.29 Lakhs on account of various disallowances/ additions under Income Tax Act, 1961.

The orders issued by the Income Tax Authorities also have the effect of reducing the MAT credit available with the company by an amount aggregating to Rs. 2893.15 Lakhs for the block period of 10 years ending A.Y. 2024-25. Further, the notices for initiation of penalty have been issued by the Income Tax Authorities.

The company has been advised by its Tax expert that the above Tax demands/ the denial of MAT credit under the above referred orders are not tenable in law. The Company is pursuing appeals against the above said orders and the penalty notices under the applicable laws.

$I \overline{F}$ in Initial

\$ Includes:

I] The Tamil Nadu Government vide Government order dated 23-09-1996 issued under TamilNadu Electricity (Taxation & Consumption) Act, 1961, exempted specified industries (including the industry in which the company operates) permanently from payment of Electricity Tax on consumption of power generated captively. The Supreme Court vide order dated 15th May, 2007 held that the withdrawal of the permanent exemption by the Act of 2003 was invalid. In November, 2007 the Tamilnadu government passed the Tamilnadu tax on consumption or Sale of Electricity (Amendment) Act, amending the Act of 2003 to invalidate the permanent exemption granted with retrospective effect. The writ petition filed by the company against this amendment has been dismissed by the Madras High Court. The SLP filed by the company against the High Court Order has been admitted by the Supreme Court.

The Electrical Inspectorate, Government of Tamil Nadu's vide letter dated 2nd September 2014 informed the Company that the electricity tax exemption would not be applicable to the Company and demanded Electricity Tax of ₹ 2,026.72 lakhs and interest of ₹ 1,541.98 lakhs for the period 2003 to 2012. The Company has filed writ petition before the Hon'ble High Court of Judicature at Madras and has also obtained interim stay of the said demand vide Order dated 22^nd September, 2014 on payment of ₹ 540.24 lakhs towards pre-deposit.

The appeal filed before the Hon'ble Supreme Court and the writ petition filed before the Hon'ble Madras High Court are pending for adjudication.

The company has been legally advised and is hopeful of favourable outcome before the Supreme Court on the invalidity of and the retrospective application of the Amending Act of 2003 and in the writ petition filed before the Hon'ble Madras High Court. An amount of T 422.69 lakhs has been provided on a prudent basis in the earlier financial year. No provision is considered necessary by the management for the balance electricity tax demand and has been disclosed as contingent liability.

The Tamilnadu Electricity Distribution Circle had raised the demand of ₹ 1,067 Lakhs for parallel operations charges for the period from May 2014 to November 2019. The Company has filed writ petition before the Hon'ble High Court, Madras, Madural and has obtained the interim stay of the said demand.

• ii) in the matter of disputed demand of ₹ 698.94 lakhs consequent to revision in the lease rent rates fixed by the Tariff Authority for Major Ports (TAMP) from 2006 to 2016 in respect of the port lands taken on lease by the Company from the V. O. Chidambaranar Port Trust, the Company has obtained interim stay from the Honourable High Court of Judicature at Madras vide order dated 01.08.2014. The Company is confident of succeeding in this matter.
• (B) Commitments:
• i) Estimated amount of Contracts remaining to be executed on Capital Account and not provided for is ₹ 3130.22 lakhs (31^xt March 2024: ₹ 419.54 lakhs).
• ii) In respect of land on lease, the future obligations towards lease rentals under the lease agreements as on 31st March, 2025 amount to ₹ 698.94 lakhs (31st March 2024: ₹ 698.94 lakhs)
• iii) The Company has given an undertaking for the purposes of obtaining 100% Export Oriented Unit status that it would achieve positive net foreign exchange earnings as prescribed in the EOU Scheme for a period of five years upto May 2020. The Company has filed application for extension of the said period by five more years till May 2025. The application is accepted by the department for a second block of 5 years period starting from 21.05.2020 to 20.05.2025. The Company is hopeful of achieving the said parameters and does not expect any liability on this account as on the Balance sheet date.

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 35:

• a. Statements of Account/balance confirmations of trade receivables and trade payable, wherever received, have been reconciled and impact thereof, in any, has been dealt with to the extent agreed upon by the Company.
• b. In case of material lying with third party, movement of material is recorded and closing balances have been reconciled on the basis of periodical statements and / or subsequent movement of such material, as certified by the Management.
• c. In the opinion of the Board, any of the assets other than PPE, intangible assets and non-current investments do not have a value, on realisation in the ordinary course of business, less than the amount at which they are stated.

NOTE 36 - Leases under IND AS 116:

			代 in lakhs)
Sr. No.	Particulars	As at 31 it March 2025	As at 31 st March 2024
	Details pertaining to Lease Arrangement considered as ROU
$\mathbf{1}$	Total Gross Lease liability	162.84	704.29
$\overline{2}$	Total Discounted lease liability	145.80	260.24
31	Cash Outflow due to Lease Liability	159.29	233.55
a.	Interest charged to Profit & Loss	21.21	35.47
5.	Depreciation charged to Profit & Loss	176.02	229.11
6	Cancellations charged to Profit & Loss
7	Maturity Profile of Lease Liability
	Less Than 3 Months	25.57	55.32
	3 to 12 Months	58.74	79.27
	1 to 5 years	58.26	121.21
	5 Years & Above	3.23	4.45
	Grand Total	145.80	260.24
	Details pertaining to exemptions availed as Short Term Lease Arrangement and not considered above
g	Charged to Statement of Profit & Loss during the year	46.71	113.20

NOTE 37- RELATED PARTY DISCLOSURES AS PER IND-AS 24:

a. Relationships:

i) List of Related Parties:

Name of the related parties	Nature of relationship
Sahu Brothers Pvt. Ltd.	Entities in which key management personnel
Jain Sahu Brothers Properties Pvt. Ltd.	and/or their relatives have significant
Dhrangadhra Trading Company Pvt. Ltd.	influence.
Kishco Pvt. Ltd.
Canvas Shoe Co. (Goa) Pvt. Ltd.
DCW Pigments Ltd.
Florida Holdings & Trading Pvt. Ltd.

ii) Key management personnel and their relatives:

Mr. Pramod Kumar Jain *	Chairman & Managing Director
Mr. Bakul Jain **	Chairman & Managing Director
Mr. Vivek Jain	Managing Director
Mr. Ashish Jain ***	Managing Director
Mrs. Paulomi Jain	President
Mr. Saatvik Jain	President

Mrs. Sonalika Jain ****	President
Mr. Pradipto Mukherjee	Chief Financial Officer
Mr. Dilip Darji	Sr. General Manager (Legal) & Company Secretary
Mr. Amitabh Gupta	Chief Executive Officer
Mr. Sudarshan Ganapathy	Chief Operating Officer

* Resigned w.e.f 31^º October 2024

** Appointed as Chairman & Managing Director w.e.f 1^st November 2024

• *** Appointed as Managing Director w.e.f 1^th November 2024
• **** Appointed as President w.e.f 1¹⁶ November 2024

iii) Non-Executive Independent Directors:

Mr. K. Krishnamoorthy
Mr. Mahesh Vennelkanti
Mrs. Sujata Rangnekar *
Mrs. Poornima Prabhu **

* Retired w.e.f. 26^th September 2024

** Appointed w.e.f. 27th September 2024

Note:

Related party relationships on the basis of the requirements of Indian Accounting Standard (Ind AS) - 24 disclosed above is as identified by the company and relied upon by the auditors.

b. Disclosure of Transactions between the company and related parties for the year ended and the status of outstanding balances as on 31^e March 2025 (# to takhs)

Particulars	Enterprise / Key Management	Relationship	31st Mar'25 31st Mar'24
1) Transactions for the year ended:
Purchase of goods	Entity in which key management M/s. Kishco Pvt. Ltd. personnel and / or their relatives have significant influence M/s Kishco Pvt. Ltd.		0.90	0.83
Sale of Assets		Entity in which key management personnel & or their relatives have significant influence	9.18
	M/s Canvas Shoe Co. (Goa) Pvt. Ltd.	Entity in which key management personnel & or their relatives have significant influence	102.15
		Total	111.33
Remuneration /	Mr. Pramod Kumar Jain	Chairman & Managing Director	445.03	150.20
Commission paid	Mr. Bakul Jain	Chairman & Managing Director	150.20	150.20
to Key Management	Mr. Vivek Jain	Managing Director	150.20	150.20
Personnel & their	Mr. Ashish Jain	Managing Director	186.25	165.68
Relatives		Other Key Management Personnel & their relatives	1094.42	819.73
		Total	2026.10	1436.01
Directors Sitting	Mrs. Sujata Rangnekar	Independent Director	0.70	1.50
$F_{PPE}$ $R$	Mr. K. Krishnamoorthy	Independent Director	3.70	2.00
Commission	Mr. Mahesh Vennelkanti	Independent Director	3.10	1.70
	Mrs. Poornima Prabhu	Independent Director	1.00
		Total	8.50	5.20
2) Closing Balances as on:
Investment in Equity Shares	DCW Pigment Ltd.	Entity In which key management. personnel & or their relatives have significant influence	0.86	0.86

Key Managerial Personnel who are under the employment of the company are entitled to postemployment benefits and other long-term benefits recognised as per IND AS 19 Employee Benefits in the financial statements. As the leave encashment is lump sum amount provided on the basis of actuarial valuation, the same is not included above.

NOTE 38- FINANCIAL DERIVATIVE INSTRUMENTS:

Derivative contracts entered into by the Company and outstanding as on 31^th March, 2025 for $a$ . Hedging currency and interest related risks.

Forward exchange contracts and options (being derivative instruments), which are not intended for trading or speculative purposes but for hedge purposes to establish the amount of reporting currency required or available at the settlement date of certain payables and receivables

Outstanding forward exchange contracts entered into by the company as on:

As on	Amount in USD S	Amount in $\leq$	Buy / Sell	Cross Currency
31 11 March 2025	1,54,37,628	1.31.94.54.055	Buy	NIL
31" March 2024	1,77,45,659	1,47,99,87,961	Buy	NIL

The Year End Foreign Currency exposures that have not been hedged by a derivative instrument or b. otherwise are given below:

	March'25		March' 24
Receivable /	Receivable / (Payable)	Receivable /	Receivable / (Payable)
(Payable)	in Foreign Currency	(Payable)	in Foreign Currency
9,64,89,709	11.28.931	45, 92, 37, 531	55,06,445
(43,07,02,504)	(50, 36, 829)	(55,05,67,326)	(66,01,527)

The Company did not have any long-term contracts including derivative contracts for which there c. were any material foreseeable losses.

NOTE 39:

a. Land includes a land costing Rs 3.91 lakhs (fair valued at Rs 2380.20 lakhs on transition date) admeasuring 793.39 acres at Sahupuram Works, the assignment deeds in respect of which are yet to be executed by the State Government in favour of the Company. The Company had remitted the above land cost as per State Government order in the year 1989.

The State Government vide order dated 31" March 2017 rejected the request for the assignment of land and issued orders to repossess the said land and ordered to collect the arrears of lease amount from 1989 with 12%. The Company filed writ petition against the said order before the Honourable Madras High Court.

The Hon'ble Madras High Court, Madural Bench vide Order dt 26.2.2024 has set aside the above Order and remanded back for fresh consideration. The High Court has also given direction to the revenue authorities to fix the land cost, within 6 months from the date of Order, depending upon the market value of the land as on the date of the Order and considering the fact that the company has made huge investments in the said lands believing the words of the Government in G.O. Ms. No.76 Revenue Department dt. 7.1.1959. The company is hopeful of getting the ownership of the land transferred in its name as per Sec.53A of the Transfer of Property Act. Accordingly, the said land is continued to be treated as "freehold". The determination of cost of land by the revenue authorities is pending. The company does not expect the outflow of resources to be material.

b. In the matter of leasehold land in respect of the salt works at Kuda, Dhrangadhra, which is an "Operating Lease", the Honourable Supreme Court has admitted the SLP filed by the Company against the Order of the Gujarat High Court upholding that the lease of the aforesaid land is not permanent and hence is terminable. The Company is confident of succeeding in the Supreme Court

NOTE 40- DISCLOSURE PURSUANT TO IND AS-19 "EMPLOYEE BENEFITS":

The Company has classified the various benefits provided to employees as under:

a. Defined Contribution Plans:

The Company has recognized the following amounts in the Statement of Profit & Loss which are included under contribution to Provident Fund and Other Funds: $1.55$ to the latest

Particulars	31 # March 2025	31" March 2024
Provident Fund	601.73	708.49
Superannuation Fund & NPS	252.59	239.17
Employees' Pension Scheme, 1995	387.47	268.54

The Rules of the Company's Provident Fund administered by a Trust require that if the Board of Trustees are unable to pay interest of at the rate declared on Employees Provident Fund by the Government under the Employees Provident Fund Scheme, for the reason that the return on investment is less or for any other reason, then the deficiency shall be made good by the Company.

$\left(\sqrt[3]{\frac{1}{2}}\right)$ In lakhs)

b. Defined Benefit Plans:

Gratuity (Funded) 31st March 2025 31st March 2024 Change in Benefit Obligation $\mathbf{1}$ 5363.30 \$189.33 Liability at the beginning of the year 1² April 2024 385.69 387.64 Interest cost 264.24 257.39 Current Service Cost Past Service Cost $(926.22)$ $(503.66)$ Benefit Paid 32.60 Actuarial (gain) / Loss on obligation 103.73 5363.30 5191.74 Liability at the end of the year as at 31" March 2025 2 Changes in the Fair Value of Plan Assets 3899.28 4179.33 Present Value of Plan Assets as at 1¹¹ April 2024 301.33 291.27 Interest Income 1.52 Contributions by the Employer 16.21 4.51 Return on Plan Assets Employers' Contributions $(48.90)$ $(15.73)$ Benefits Paid 4449.49 4179.33 Present Value of Planned Assets as at 31^th March 2025 Amount Recognized in the Balance Sheet including a $3$ reconciliation of the Present Value of Defined Benefit Obligation and the Fair Value of Assets Present Value of Defined Benefit Obligation as at 31st 5191.74 5363.30 March 2025 4449.49 4179.33 Fair Value of Plan Assets as at 31st March 2025 Net Liability recognized in the Balance Sheet as at 31^st 742.25 1183.97 March 2025 4. Expenses Recognized in the Statement of Profit and Loss 264.24 257.39 A Service Cost 387.64 386.69 B Interest Cost C Past Service Cost $(291.27)$ $(301.33)$ D Interest Income Curtailment Cost/(Credit) ε u F Settlement Cost/(Credit) G Net Actuarial (Gain)/Loss 349.61 353.76 Total Expenses recognized in the Statement of Profit and Loss

			$\sqrt{\xi}$ In lakhs)
		Gratuity (Funded)
		31 et March 2025	31" March 2024
5	The Composition of Plan Assets : i.e. Percentage of each Category of Plan Assets to Total Fair Value of Plan Assets as at 31st March 2025
	Insurance Managed Funds	4449.49	4179.33
	Others
	Total	4449.49	4179.33
6.	Amount recognised in Other Comprehensive Income (OCI)
	Actuarial (Gains) / Losses on Obligations for the period	103.73	32.60
	Re-measurement(Return on Plan Assets Excluding Interest Income)	(16.21)	(4.51)
	Change in Asset Ceiling
	Net (Income) / Expenses for the period recognized in OCI	87.52	28.09
7.	Actuarial Assumptions
	Retirement age	58 & 60	58 & 60
	Discount rate	7.21%	7.21%
	Mortality		Indian Assured Lives Mortality (2012-2014) Urban
	Withdrawal rate	3%	3%
	Salary escalation	6.50%	6.50%
	Other Details
	No of active members	1798	1760
	Per month salary for active members	685.38	668.17
	Average expected future service - in years	11	11
	Projected benefit obligation (PBO)	5191.74	5363.30
	Weighted average duration of the PBO - in years	7	6
	Expected Maturity analysis of undiscounted defined benefit obligation
	1 14 following year	862.77	1060.54
	Sum of years 2 to 5	2477.31	2428.41
	Sum of years 6 to 10	2127.06	2225.01
	Sum of years 11 and above	2482.46	2794.60
	Sonsitivity analysis on PBO
	Delta effect of 1% increase in rate of discounting	(240.25)	(246.08)
	Delta effect of 1% decrease in rate of discounting	269.17	276.02
	Delta effect of 1% increase in rate of salary escalation	262.87	267.01
	Delta effect of 1% decrease in rate of salary escalation	(238.87)	(243,06)
	Delta effect of 1% increase in rate of attrition	19.04	11.38
	Delta effect of 1% decrease in rate of attrition	[21.34]	(12.77)

이 아이들은 아직 아들을 들어 가면 먹었다. 이 아이는 아이들은 아이들은 아이들은 어떻게 했다.		$($ \ In lakhs)
	2024-25	2023-24
Profit/ (Loss) after Tax before OCI	3,028.41	1,565.96
No. of Equity shares of ₹ 2 each outstanding as on 31.3.2025	29,51,55,017	29,51,55,017
Weighted Average Number of Equity Shares Outstanding during the year
For Basic	29,51,55,017	29,51,55,017
For Diluted	29.51.55.017	29.51,55,017
$EPS(\mathbb{C})$
Basic	1.03	0.53
Diluted	1.03	0.53

Note 42: Segment Information:

During year ended 31.03.2025, the Company has changed the composition of its reportable segments as follows:

• . Heavy Chemicals: This Segment Includes revenue generated from caustic soda, soda ash, PVC and Illuminate products.
• Speciality Chemicals: This Segment Includes revenue generated from SIOP and CPVC products.
• Others: This shall include any other business activities generating revenue for the Company.

Identifications of Segments:

The Chief Operational Decision Maker (CODM) monitors the operating results of its business segment separately for the purpose of making decision about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the standalone financial statements, Operating segments have been identified on the basis of nature of products and other quantitative criteria specified in the Ind AS 108.

Segment Revenue and Results:

The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure & income.

Segment Assets and Liabilities:

Segment assets include all operating assets used by the operating segment and mainly consist of property, plant and equipment, trade receivables, inventory and other operating assets. Segment liabilities primarily include trade payable and other liabilities.

Common assets and liabilities which cannot be allocated to any of the business segment are shown as unallocable assets/ liabilities. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments.

Consequent to the change in the composition of reportable segments, the corresponding items of segment information for earlier year have been restated.

( < In Lakhs)

	BASIC CHEMICALS	SPECIALITY CHEMICALS	OTHERS	TOTAL
	1,46,311.24	52,567.31	1,155.78	2,00,034.33
Segment Revenue	(1, 48, 841.57)	(36, 814, 50)	(1, 502.91)	(1, 87, 158.98)
	$-3,280.85$	14,629.63	311.85	11,660.63
Segment Result	$(-214.04)$	(9, 505.77)	(708.38)	(10,000.11)
Add : Unallocated Corporate Income				×
Less: Finance charges				6,724.33 (7, 350.73)
Add: Exceptional Items-
Income				$(-115.21)$
				862.47
Current Tax				(443.00)

${\overline{\overline{\zeta}}}$ in Lakhs)

	BASIC CHEMICALS	SPECIALITY CHEMICALS	OTHERS	TOTAL
				1,045.42
Deferred Tax Net of MAT Credit				(525.21)
				3,028.41
Net Profit After Tax				(1, 565.96)
Other information
Segment Assets	1,09,731.69	79,242.08	27,880.72	2,16,854.49
	(1.07, 869.56)	(76, 151.02)	(23,903.01)	(2,07,923.59)
Add :Unallocated Corporate				944.05
Assets				(930.81)
Total Assets				2,17,798.54
				(2,08,854.40)
Segment Liabilities	48,206.51	6,799.34	*44,675.30	99,681.15
	(42, 075.81)	(6, 130.97)	$(*46,516.54)$	(94, 723.32)
Add :Unallocated Corporate				14,848.24
liabilities				(10,959.25)
				1,14,529.39
Total Liabilities				(1,05,682,57)
				7,648.30
Capital Expenditure				(9, 359.62)
	5,218.69	4,281.95	492.07	9,992.71
Depreciation	(4.939.64)	(3.936.46)	(503.140	(9,379.24)

Note: - The figures in bracket represents previous year amount.

*Borrowings done at Head Office Level are not allocated to specific segments as the same is not practicable.

NOTE NO 43- EXPENDITURE INCCURED ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

• a. Gross amount required to be spent by the Company during the year is $\bar{\tau}$ 264.85 lakhs (P.Y. $\bar{\tau}$ 256.31lakhs) as against budget approved by the Board of ₹ 264.85 lakhs (P.Y. ₹ 256.31 lakhs). 7 61.61 lakhs overspent during F.Y.2023-24 was set-off from the Budget of F.Y.2024-25 with the approval of the Board and net Budget to be spent during the F.Y.2024-25 was ₹ 203.24 lakhs
• b. Amount spent during the year:

	$\sim$ Little Alle above an informal time $\lambda = \lambda + \lambda$ Particulars	31st March	$\binom{2}{3}$ in lakhs) 31 st March
Sr. No.		2025	2024
$-1$	Construction/acquisition of any asset
	Other purposes other than above	208.17	169.91

c. Excess Amount of CSR spent during the year carried forward:

(そ In lakhs)

Particulars	31 st March 2025	31st March 2024
Opening Balance	61.61	148.01
Amount required to be spent during the year.	264.85	256.31
Amount Spent during the year	208.17	169.91
Closing Balance	4.93	61.61

d. Nature of CSR activities:

• $\blacktriangleright$ Promoting health care including preventive health care
• $\geq$ Eradicating hunger poverty and malnutrition

• Safe drinking water

• $\ge$ Promoting education

• Livelihood Enhancement

• Green Cover & Environment Conservation

• $\triangleright$ Rural development

• Disaster Relief

• Animal Welfare

NOTE 44- FAIR VALUE MEASUREMENTS:

The following disclosures are made as required by IND AS -113 pertaining to Fair value measurement:

a. Accounting classification and fair values

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

			( In lakhs)
	Carrying value as at 31 tt March 2025	Carrying value as at 31 m March 2024	Fair value measurement hierarchy level
Financial Assets
Investments
Fair value through Profit & Loss	15.75	15.75	Level 1
Fair value through OCI	1,954.36	1,954.36	Level 3
Financial Liabilities
At Amortised cost
Fixed rate Borrowing	6,951.11	10,536.12	Level-2

b. Measurement of fair values:

The following tables shows the valuation techniques used in measuring Level 2 fair values.

ype	Valuation technique
Fixed Rate Borrowings 이 그 사이 힘을 들어서 이 건데? 어머니는 이유와	Discounted cash flows: The valuation model considers the present value of expected payment discounted using appropriate discounting rates.

c. Financial risk management

The Company has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.

Risk Management Framework: The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors has established the Risk Management Committee (RMC), which is responsible for developing and monitoring the Company's risk management policies.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

The Audit Committee oversees how management monitors compliance with the company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted by internal audit. Internal audit undertakes reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company's financial risk management policy is approved by the Board of Directors.

d. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables

Trade receivables: The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an on-going basis throughout each reporting period.

The following table provides information about the exposure to credit risk and measurement of loss allowance using Life time expected credit loss for trade receivables:

$\left(\sqrt[R]{\ln \text{fakhs}}\right)$

Trade Receivable	Upto 6 months	6months to 1 year	1 year to 3 years	More than 3 years	Total
As on 31 st March 2025
Gross Carrying Amount	9,826.88	85.88	1.27		9,914.03
Specific Provision / ECL					(62.12)
Carrying Amount					9,851.91
As on 31 st March 2024
Gross Carrying Amount	11,463.57	8.87	6.59	61.97	11,541.00
Specific Provision / ECL					(120.71)
Carrying Amount					11,420.29

Cash and cash equivalents:

The Company held cash and cash equivalents of ₹1,130.82 lakhs as at 31^st March 2025 (₹ 1,072.16 lakhs as at 31^th March 2024). The cash and cash equivalents are held with reputed banks.

c. Liquidity Risk:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's

$(\bar{z})$ in lakhs)

			Contractual cash flows
	Carrying amount	Upto1 year	$1-2$ years	2-5 years	> 5 years	Total
As on 31st March 2025
Non-derivative financial llabilities
Borrowings	42,575.53	20,810.49	13,229.20	8,516.32	19.51	42,575.53
Trade payables	38,430.26	38,430.26		$\omega$		38,430.26
As on 31" March 2024
Non-derivative financial liabilities
Borrowings	43,636.64	15,465.88	12,900.07	13,470.90	1,799.79	43,636.64
Trade payables	33.658.90	33,658.90		$\sim$		33,658.90

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices, will affect the Company's income or the value of its financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables, long term debt and commodity prices. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price risk.

Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through the Statement of profit and loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to Interest rate risk:

Company's interest rate risk arises from borrowings. The interest rate profile of the Company's interestbearing long term financial instruments is as follows:

		( < In lakhs)
Particulars		31" March 2025 31" March 2024
Fixed-rate instruments
Financial liabilities - measured at amortised cost	6.951.11	10,536.12
Variable-rate instruments
Financial liabilities - measured at amortised cost	29.646.50	30,430.54
Total	36.597.61	40,966.66

Cash flow sensitivity analysis for variable-rate instruments: A reasonably possible decrease by 100 basis points in interest rates at the reporting date would have positive impact (before tax) by $\bar{x}$ 296.47 lakhs and ₹ 304.30 lakhs for the outstanding balance as on 31.3.2025 and 31.3.2024 respectively. Similarly a reasonable possible increase by 100 basis points in interest rate would have negative impact (before tax) by same amounts.

Currency risk:

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominated receivables, the Company uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange and principal only swap rates. Company does not use derivative financial instruments for trading or speculative purposes.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies including the use of derivatives like foreign exchange forward contracts to hedge exposure.

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Exposure to currency risk:

The currency profile of financial assets and financial liabilities as on 31" March 2025 & 31" March 2024 are as below: THE PERIOD

	Total	INR	Exposure to USD converted into INR
As on 31 st March 2025
Financial assets
Cash and cash equivalents	1,130.82	1,130.82
Loans	77.76	77.76
Trade receivables	9,851.91	8.887.01	964.90
Investments	2.653.16	2.653.16
Other Non-Current financial asset	1,749.51	1,749.51
Other Current financial asset	20,378.36	20,378.36
Exposure for assets (A)	35,841.62	34,876.72	964.90
Financial liabilities
Non-Current borrowings	21,764.86	21,764.86
Current borrowings	20,810.67	20,810.67
Trade payables	38,430.26	21,380.51	17.049.75
Other Current financial liabilities	2,061.25	2,061.25
Other Non-Current Financial Liabilities	6,371.90	6,371.90
Exposure for liabilities (B)	89,438.94	72,389.19	17,049.75
Net exposure (8-A)	53,597.32	37,512.47	16,084.85
As on 31st March 2024
Financial assets
Cash and cash equivalents	1,072.16	1,072.16
Loans	133.71	133.71
Trade receivables	11,420.29	6,827.91	4,592.38
Investments	1,331.20	1,331.20
Other Non-Current financial asset	1,970.11	1,970.11
Other Current financial asset	15,873.51	15,873.61
Exposure for assets (A)	31,801.08	27,208.70	4,592.38
Financial liabilities	28,170.76	28,170.76
Non-Current borrowings	15,465.88	15,465.88
Current borrowings
Trade payables	33,658.90	13,648.30	20,010.60
Other Current financial liabilities	5,161.81	5,161.31
Other Non-Current Financial Liabilities	2,125.66	2,125.66
Exposure for liabilities (B)	84,583.01	64,572.41	20,010.60
Net exposure (B-A)	52,781.93	37,363.71	15,418.22

Sensitivity analysis:

A reasonably possible strengthening of the Indian Rupee against USD at March 31 by 4% would have positive impact (before tax) by $\bar{r}$ 643.39 lakhs and $\bar{r}$ 616.73 lakhs for the net unhedged outstanding balance as on 31.3.2025 and 31.3.2024 respectively. Similarly a reasonably possible weakening of the India Rupee against USD would have a negative impact (before tax) by same amounts.

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Capital Management

For the purpose of the Company's capital management, capital includes issued capital, convertible instruments and reserves. The primary objective of the Company's Capital Management is to maximise shareholder value. The company manages its capital structure and makes adjustments, if any, required in the light of the current economic environment and other business requirements.

NOTE 45:

Section 115BAA in the Income Tax Act 1967 ("Act") provides a non-reversible option to domestic companies to pay corporate tax at a reduced rate effective from 1st April 2019 subject to certain conditions. The company has assessed the applicability of the Act and opted to continue the existing normal tax rate (i.e. 34.944%) for the year ended 31st March 2025.

NOTE 46:

. Exceptional items for the year ended 31^st March 2024 represent provision for the Loss of stock in the floods at Sahupuram unit after netting off of insurance claim receivable.

NOTE 47: Other Statutory Information

• . The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
• . The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
• . The Company has not traded or invested in Crypto currency or Virtual Currency during the financial vear.
• . The Company has not received any fund from any person(s) or entity(les), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entity(ies) (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• . The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.
• . The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
• . The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.
• . The company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 for the year ended/ as at 31ⁿ March 2025.
• . The Company does not have any investment property.
• . The Company does not have any Intangible Assets.

• . The Company has borrowings from banks on the basis of security of current assets. The quarterly returns filed by the Company with such banks are in agreement with the books of accounts of the Company.
• . The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

NOTE 48: Scheme of Amalgamation:

The Board in its meeting held on 13th February 2025 has considered and approved the Scheme of Amalgamation under Section 232 read with Section 230 and 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 ("The Act") and Rules & Regulations framed thereunder between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW") and their respective shareholders (the "Scheme"), which inter alia provides for amalgamation of the Transferor Companies with the Transferee Company on a going concern basis and in consideration thereof, DCW will issue 12,80,500 fully paid equity shares of INR 2/each to the Equity Shareholders of DTCPL in proportion to their holdings in DTCPL and 5,24,59,860 fully paid equity shares of INR 2/- each to the Equity Shareholders of SBPL in proportion to their holdings in SBPL, in lieu of the same number of equity shares namely 12,80,500 and 5,24,59,860 respectively, held by the said transferor companies in DCW before amalgamation. The Scheme is subject to receipt of approval from the statutory, regulatory and customary approvals, including approvals from Stock Exchanges, National Company Law Tribunal and the shareholders of the companies involved in the Scheme and the company is in the process of seeking the same.

Note 49:

The company entered into power purchase agreement with Kaze Renewables Private Limited (KRPL) for purchase of power. The company is entitled to liquidated damages as per the said agreement. Accordingly, the company has accounted for the same during the year by crediting the profit and loss account.

Debt-Equity Ratio (times) Debt Service Coverage Current Ratio (times) Profitability Ratio Ratio Solvency Ratio Liquidity Ratio Ratio (times)	Borrowings (Current + Non- Total Equity Depreciation + Finance costs + Other Non Cash year + Operating expenses Numerator for the Current Assets current) Profit	Denominator Borrowings (net of Current Liabilities Finance costs + Repayment of Proceeds)	31 x March 1.08 0.41 2025 1.01	31 37 March 2024 0.42 1.13 0.93	$-2.5%$ 9.3% 4.0% Change	Explanation for change in the ratio by more than 25% MA 3 ş
Net profit ratio (%)	Profit for the year	Revenue from Operations	1.51%	0.84%		speciality product mix resulted in elevated EBITDA. Further reduction in finance cost added to the improvement in Profit ratio. 80.9% increase in revenue with improved

Explanation for change in the ratio by more than 25%	As explained above increase in Net Profit for the year has resulted in improvement in this ratio.				debtors reduction and consequently Collection efficiencies resulted in improvement in this ratio.		current ratio has resulted in reset of Increase in Sales and decrease in capital turnover ratio.
		ž		$\frac{4}{2}$		Ź
Change	92.7%	14.5%		$-4.3%$	24.0%	$-10.2%$	28.6%
31 11 March 2024	1.5%	6.3%		5.18	15.13	4.56	10.48
31 st March 2025	2.9%	7.3%		4.96	18.75	4.10	13.48
Denominator	Average Total Equity	Total Debt + Deferred Tax Liability		Average Inventories	Trade Receivables Average	Average Trade Payables	Average Working Capital Trade Trade Inventories receivables payables)
Numerator	Profit for the year	Profit before exceptional Tangible Net Worth + tax and + Finance costs items		Net Sales (sale of product)	Net Sales (sale of product)	Purchase of Raw material + Consumption of Packing Materials + Consumption of Purchase of Stock in Trade Power & Fuel	Net Sales (sale of product)
Ratio	Return on Equity Ratio Ê	Return on Capital employed (%)	Utilization Ratio	Inventory turnover ratio (times)	turnover ratio (times) Trade Receivables	Trade payables turnover ratio (times)	Net capital turnover ratio (times)

NOTE 51:

The financial statements have been approved and authorized for issue by the Board of Directors on 12^th May 2025.

Note 52: Social Security Code

The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and postemployment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

NOTE 53:

The figures of previous year have been rearranged & regrouped wherever necessary and / or practicable to make them comparable with those of the current year.

For and on behalf of the Board

Bakul Jain

rek Jain

anaging Directo N 00502027

Chairman & Managing Director DIN 00380256

Ashish Jain Managing Director DIN 00380256

Pradipto Mukherjee Chief Financial Officer

Amitabl Gupta Chief Executive Officer

For V Sankar Aiyar & Co. Chartered Accountant FRN NO 109208W

Asha Patel Partner Membership No 166048

Place: Mumbai Date: 12^th May 2025

Dilip Darji Sr. GM (Legal) & Company Secretary Membership No A22527

Place: Mumbai Date: 12^th May 2025

Annexure 3B

PROVISIONAL FINANCIAL STATEMENT

DCW LIMITED

ý.

Ŧ.

PROVISIONAL BALANCE SHEET AS AT 30^TH JUNE 2025

		₹ in Lakhs
	Note	As At	As At
	No	30-Jun-25	31-Mar-25
ASSETS
1. Non-Current Assets
a) Property, Plant & Equipment	2	1,25,085.72	1,26,084.03
b) Capital Work in Progress	$\overline{2}$	7,446.03	5,634.15
c) Right - of - use Assets	$\overline{2}$	2,384.43	946.66
d) Financial Assets
i) Investments	3	1,954.36	1,954.36
ii) Other Financial Assets	4	1,714.62	1,749.61
e) Current Tax Assets (Net)		791.00	944.05
f) Other Non-Current Assets	5	1,132.44	1,071.78
Total Non-Current Assets		1,40,508.60	1,38,384.64
2. Current Assets a) Inventories	6	44,927.00	42,758.30
b) Financial Assets
i) investments	7	891.68	698.80
ii) Trade Receivables	8	13,777.08	9,851.91
(iii) Cash & Cash Equivalents	9	670.25	1,130.82
iv) Bank Balances Other than above	10	18,047.60	20,378.36
v) Loans	11	163.46	77.76
c) Other Current Assets	12	4,599.29	4,517.95
Total Current Assets		83,076.36	79,413.90
Total Assets		2,23,584.96	2,17,798.54
EQUITY & LIABILITIES
A. Equity
a) Equity Share Capital	13	5,903.10	5,903.10
b) Other Equity	14	98,504.99	97,366.05
Total Equity		1,04,408.09	1,03,269.15
B. Liabilities
1. Non-Current Liabilities
a) Financial Liabilities
i) Borrowings	15	17,496.12	21,764.86 61.25
ii) Lease liabilities		1,335.75
iii) Other Financial Liabilities	16	2,000.00	2,000.00
b) Provisions	17	1,729.61	1,659.97
c) Deferred Tax Liabilities (Net)	18 19	15,167.18 685.06	14,848.24 702.38
d) Other Non-Current Liabilities Total Non Current Liabilities		38,413.72	41,036.70
2. Current Liabilities
a) Financial Liabilities
ij. Borrowings	20	28,301.03	20,810.67
ii) Lease liabilities		273.40	84.55
iii) Trade Payables	21	39,885.22	38,430.26
iii) Other Financial Liabilities	22	6,220.81	6,287.35
b) Provisions	23	1,016.33	1,016.33
c) Other Current Liabilities	24	5,066.36	6,863.53
Total Current Liabilities		80,763.15	73,492.69
Total Equity & Liabilities		2,23,584.96	2,17,798.54

Material Accounting Policies

For DCW Limited

Bakul Jain Chairman & Managing Director Place: Mumberl
Date: August 20, 2025 Ashish Jain

$\,1\,$

Managing Director

STATEMENT OF PROVISIONAL PROFIT & LOSS FOR THE QUARTER ENDED 30 TH JUNE 2025
		₹ in Lakhs
	Note No	For the quarter ended 30-Jun-25	For the year ended 31-Mar-25
1. INCOME
a) Revenue From Operations	25	47,549.79	2,00,034.33
b) Other Income	26	402.81	2,308.64
Total Income		47,952.60	2,02,342.97
2. EXPENSES
a) Cost of Raw Materials Consumed	27	26,012.95	1,10,868.99
b) Purchases of Stock-in-Trade	28	22.74	1,820.65
c) Change in Inventories of Finished Goods, Stock-in-Trade and	29	(1,975.67)	(3,900.91)
Work-in-Process
d) Employee Benefits Expense	30	4,569.35	16,112.18
e) Finance Costs	31	1,506.93	6,724.33
f) Depreciation Expenses	2	2,502.49	9,992.71
g) Other Expenses	32	13,547.28	55,788.72
Total Expenses		46,186.07	1,97,406.67
Profit / (Loss) Before exceptional items and Tax		1,766.53	4,936.30
Exceptional Items - (Loss) / Income
Profit / (Loss) Before Tax		1,766.53	4,936.30
TAX EXPENSES
Current Tax		308.65	862.47
Deferred Tax	18	318.94	1,045.42
Total Tax Expenses		627.59	1,907.89
Profit / (Loss) After Tax		1,138.94	3,028.41
OTHER COMPREHENSIVE INCOME	33
A. (i) Items that will not be reclassified to profit or loss			(87.52)
(ii) Tax on items that will not be reclassified to profit or loss			30.58
B. (i) Items that will be reclassified to profit or loss
(ii) Tax on items that will be reclassified to profit or loss
OTHER COMPREHENSIVE INCOME / (LOSS) FOR THE YEAR			(56.94)
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE YEAR		1,138.94	2,971.47

Material Accounting Policies

For DCW Limited

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g

$\leq$ ч ℶ Bakul Jain

Chairman & Managing Director Place: Mumberi
Date: August 20,2015

Ashish Jain Managing Director

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DCW LIMITED
NOTES FORMING PART OF THE PROVISIONAL FINANCIAL STATEMENTS

NOTE "2"

(a) PROPERTY, PLANT AND EQUIPMENT

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		GROSS BLOCK				DEPRECIATION			NET BLOCK
Description of Assets	As At	Additions	Sales and	As At	As At	For the		As At	As At	As At
	1-Apr-25	and other	other	30-Jun-25	$1 - Apr - 25$	quarter ended Discarded /		30-Jun-25	30-Jun-25	31-Mar-25
		Transfers	deductions			30-Jun-25	Sold Assets
Land	20,391.14			20,391.14					20,391.14	20,391.14
Buildings	39,655.46	223.52		39,878.98	12,589.16	344.41		12,933.57	26,945.41	27,066.30
Plant and Machinery	1,36,510.73	949.92		1,37,460.65	63,694.07	1,854.80		65,548.87	71,911.78	72,815.55
Wind Mill	9,451.22			9,451.22	4,803.30	120.02		4,923.32	4,527.90	4,647.92
Furniture & Fittings	537.28	3.59	1.56	539.31	213.76	20.86	0.49	234.13	305.18	323.52
Office Equipments	648.69	21.98	1.18	669.49	380.73	24.51	0.81	404.43	265.06	267.96
Vehicles	1,146.22	211.90	12.53	1,345.59	575.69	42.54	11.89	606.34	739.25	570.53
TOTAL	2,08,340.74	1,410.91	15.27	2,09,736.38	64,507.87	2,407.14	13.19	84,650.66	1.25,085.72	1,26,084.03

GROSS BLOCK Additions Transfers and other 1,175.08 $1-Apr-25$ As At Description of Assets	Sales and deductions other	As At
				DEPRECIATION			NET BLOCK
			As At	For the		As At	As At	As At
		30-Jun-25	$1-Apr-25$	quarter ended	1 Discarded /	30-Jun-25	30-Jun-25	31-Mar-25
				30-Jun-25	Sold Assets
		1,175.08	309.08	14.88		323.96	851.12	866.00
1.43 73.08 Office Equipement		74.51	38.57	6.21		44.78	29.73	34.51
1,531.69 Plant and Machinery		1,531.69		63.83		63.83	,467.86
148.15 Vehicle	47.23	100.92	102.00	10.43	47.23	65.20	35.72	46.15
1,533.12 1,396.31 TATO	47.23	2,882.20	449.65	95.35	47.23	497.77	2,384.43	946.66

NOTE "3" NON CURRENT INVESTMENTS

	Face Value		30-Jun-25	31-Mar-25
Particulars	Per Unit	Number	In lakhs ₹	Number	In lakhs ₹
	₹
INVESTMENTS IN EQUITY INSTRUMENTS:
At Fair Value through OCI
Unquoted:
Equity Shares in DCW Pigment Limited	10	8,600	0.86	8,600	0.86
Investment in Equity Shares of "The Dhrangadhra Peoples	25	10	0.00	10	0.00
Co-operative Bank Limited* *
Equity Shares in Kaze Renewables Pvt. Ltd. **	10	24,41,875	1,953.50	24,41,875	1,953.50
Total			1,954.36		1,954.36

* Amount less than 0.01 Lakhs hence shown as 0.00 Lakhs

$\ddot{x}$

The company has entered into Share Subscription and Shareholders' Agreement ("SSSHA") on December 05, 2023 with Kaze Renewables Private Limited (KRPL) and Cleantech Solar India OA 2 Pte. Ltd. (Cleantech) for subscribing 24,41,875 Equity Shares of face value of Rs. 10/- each at a premium of Rs. 70/-. Pursuant to the SSSHA, the Company has subscribed to the said equity shares on January 29, 2024. By virtue of the said investment in KRPL, it is deemed to be an associate company in terms of Section 2(6) of the Companies Act, 2013. However, the company does not have power to participate in the financial and operating decisions of KRPL, and hence does not exercise significant influence. Accordingly KRPL is not construed as associate company in terms of the Indian Accounting Standard (Ind AS) 28 on Investments in Associates and Joint Ventures. Therefore, the preparation of consolidated financial statements as per Section 129(3) of Companies Act, 2013 is not required.

	in Lakhs 運
NOTE "4" OTHER FINANCIAL ASSETS - NON CURRENT	As At 30-Jun-25	As At 31-Mar-25
Security Deposits	1,713.93	1,748.92
Fixed Deposit with banks	0.69	0.69
TOTAL	1,714.62	1,749.61

	in Lakhs
NOTE "5" OTHER ASSETS - NON CURRENT	As At 30-Jun-25	As At 31-Mar-25
Capital Advances	1,019.76	959.88
Property Tax Refund Receivable	60.32	60.73
Prepaid expenses	52.36	51.17
TOTAL	1,132.44	1,071.78

	in Lakhs
NOTE "6" INVENTORIES Raw materials	As At 30-Jun-25	As At 31-Mar-25
	13,162.17	13,927.79
Work-in-process	290.15	303.33
Finished Goods	26,215.46	24,226.65
Stores, Spares and Fuel	4,880.78	3,919.84
Packing Materials	378.44	380.69
TOTAL	44,927.00	42,758.30

NOTE "7" INVESTMENTS Investments in Mutual Funds		in Lakhs
	As At 30-Jun-25	As At 31-Mar-25
	891.68	698.80
TOTAL	891.68	698.80

	in Lakhs
NOTE "8" TRADE RECEIVABLES	As At 30-Jun-25	As At 31-Mar-25
Trade Receivables	13,839.20	9,914.03
Less: Allowance for Doubtful Debts / ECL	(62.12)	(62.12)
TOTAL	13,777.08	9,851.91

	in Lakhs
NOTE "9" CASH AND CASH EQUIVALENTS	As At 30-Jun-25	As At 31-Mar-25
Balances with Banks:
In Current / Cash Credit Accounts	668.65	1,123.02
Cash on Hand	1.60	7.80
TOTAL	670.25	1,130.82

NOTE "10" OTHER BANK BALANCES Fixed Deposits with Banks	in Lakhs
	As At 30-Jun-25	As At 31-Mar-25
	18,047.60	20,378.36
TOTAL	18,047.60	20,378.36

		in Lakhs
NOTE "11" LOANS - CURRENT	As At 30-Jun-25	As At 31-Mar-25
Staff Loans	163.46	77.76
TOTAL	163.46	77.76

	in Lakhs
NOTE "12" OTHER ASSETS - CURRENT	As At 30-Jun-25	As At 31-Mar-25
Advance to Vendors	1,611.18	1,460.79
Prepaid Expenses	1,225.33	840.54
Statutory and Other Receivables (Net)	1,762.78	2,216.62
TOTAL	4,599.29	4,517.95

	in Lakhs ₩
NOTE "13" EQUITY SHARE CAPITAL	As At 30-Jun-25	As At 31-Mar-25
Authorised Capital
35,00,00,000 Equity Shares of Rs. 2/- each	7,000.00	7,000.00
(PY: 35,00,00,000 Equity Shares @ Rs. 2/ - each)
TOTAL	7,000.00	7,000.00
Issued, Subscribed and Fully paid up
29,51,55,017 Equity Shares of Rs. 2/- each	5,903.10	5,903.10
(PY: 29,51,55,017 shares of Rs. 2/- each)
Face value per share	₹ $21 -$	₹ 2/-
TOTAL	5.903.10	5,903.10

	₹	in Lakhs
NOTE "14"	As At	As At
OTHER EQUITY	30-Jun-25	31-Mar-25
A. Retained Earnings
Opening Balance	39,954.54	39,800.28
Profit / (Loss) For the Year	1,138.94	3,028.41
Less: Deferred Tax Adjustment		(2,874.15)
Closing Balance	41,093.48	39,954.54
B. General Reserve
Opening Balance	32,314.69	32,314.69
Addition During the Year
Deduction During the Year
Closing Balance	32,314.69	32,314.69
C. Capital Reserve
Opening Balance / Closing Balance	406.88	406.88
D. Capital Redemption Reserve
Opening Balance / Closing Balance	5.30	5.30
E. Securities Premium
Opening Balance	25, 192.11	25,192.11
Addition During the Year
Closing Balance	25,192.11	25,192.11
F. Other Comprehensive Income
Opening Balance	(507.47)	(450.53)
Additions During the Year		(56.94)
Closing Balance	(507.47)	(507.47)
TOTAL	98,504.99	97,366.05

NOTES FORMING PART OF THE PROVISIONAL FINANCIAL STATEMENTS

NOTE "15"

BORROWINGS - NON CURRENT

		As At 30-Jun-25		As At 31-Mar-25
SR NO	PARTICULARS	Non Current	Current Maturities	Non Current	Current Maturities
	Term Loans - Secured
A	From Banks
	Indusind Bank		3,622.13	1,359.36	2,953.99
	(Repayble in quarterly installments, last installment due in Jun'28)
	Indusind Bank	2,307.40	3,739.00	3,212.11	3,739.00
	(Repayble in quarterly installments, last installment due in Feb'27)
	IDFC First Bank	2,089.00	3,240,00	2,899.00	3,240.00
	(Repayble in quarterly installments, last installment due in Feb'27)
	IDFC First Bank*	828.10	1,111,11	1.104.25	1,111.11
	(Repayble in quarterly installments, last installment due in Jan'27)
	Standard Chartered Bank			6.843.27	1,000.00
	City Union Bank	20.71	1.80	21.11	1.75
	Car Loans from Bank	339.56	132.90	250.12	112.57
	Total A	5,584.77	11,846.94	15,689.22	12,158.42
в	From NBFC
	Adity Birla Finance Limited	4,610.24	1,428.00	4,963.46	1,428.00
	(Repayble in quarterly installments, last installment due in Sep'29)
	Bajaj Finance Limited	801.11	1,246.33	1,112.18	1,246.33
	(Repayble in quarterly installments, last installment due in Feb'27)
	Bajaj Finance Limited	6,500.00	1,500.00
	(Repayble in quarterly installments, last installment due in Jul'29)
	Total B	11.911.35	4,174.33	6,075.64	2,674.33
	Total Term Loans (A+B)	17,496.12	16,021.27	21,764.86	14,832.75
	Amount taken to current maturities of long term		16,021.27		14,832.75
	debts under current Borrowing (Note No 20)
	Total Borowings		17,496.12 16,021.27	21,764.86	14,832.75

LOANS - Security: Banks/ NBFC

Term Loans from Banks and Institutions are secured by a pari-passu first charge by way of hypothecation of movable fixed assets of the Company, including movable machinery spares, stores and further secured by mortgage on all the immovable properties of the Company situated in the states of Tamilnadu and Gujarat on first pari passu charge basis and second charge on current assets except windmill assets.

* Banks ( IDFC First Bank ):

The term loan from Bank are secured by first charge on moveable properties and assets pertaining to windmill assets in the state of Rajasthan on specific charge basis.

131

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	₹ in Lakhs
NOTE "16" OTHER FINANCIAL LIABILITIES Trade and Other Deposits	As At 30-Jun-25	As At 31-Mar-25 2,000.00
	2,000.00
TOTAL	2,000.00	2,000.00
	F in Lakhs

NOTE "17" NON-CURRENT PROVISIONS	As At 30-Jun-25	As At 31-Mar-25
Provision For Gratuity	795,86	742.25
Provision For Leave Encashment	933.75	917.72
TOTAL	1,729.61	1,659.97

NOTE "18"

DEFERRED TAX LIABILITIES (NET)

In compliance of Ind AS 12 on "Income Taxes", the item wise details of Deferred Tax Liabilities (Net) are as under:

Particulars	Opening	Recognised in	Recognised	Closing
	Balance	P&L	in OCI	Batance
For the quarter ended 30-Jun-25
Deferred Tax Llabilities
Lease Liabilities	9.07	2.44		11.51
Fair Valuation of Land	2,874.15			2,874.15
Difference between accounting and tax depreciation	20,284.43	(240, 74)		20,043.69
Total Deferred Tax Liabilities	23,167.65	(238.30)		22,929.35
Deferred Tax Assets
Expenses Allowed on Payment Basis	1,877.78	24.34		1.902.12
Unabsorbed Depreciation / losses	182.73			182.73
Provision for Doubtful Debts	21.71			21.71
Unutilized Tax Credits	6,237.19	(581.58)		5,655.61
Total Deferred Tax Assets	8,319.41	(557.24)		7,762.17
Deferred Tax Liabilities (Net)	14,848.24	318.94	۰	15,167.18
For the year ended 31-Mar-25
Deferred Tax Liabilities
Lease Liabilities		9.07		9.07
Fair Valuation of Land			2,874.15	2,874.15
Difference between accounting and tax depreciation	20,401.30	(116.87)		20,284.43
Total Deferred Tax Liabilities	20,401.30	(107.80)	2,874.15	23,167.65
Deferred Tax Assets
Expenses Allowed on Payment Basis	3,280.65	(1, 433, 45)	30.58	1,877.78
Unabsorbed Depreciation / losses		182.73		182.73
Provision for Doubtful Debts	42.18	(20.47)		21.71
Unutilized Tax Credits	6,119.22	117.97		6,237.19
Total Deferred Tax Assets	9,442.05	(1, 153.22)	30.58	8,319.41
Deferred Tax Liabilities (Net)	10.959.25	1,045.42	2,843,57	14,848.24

Deferred Tax Asset on unabsorbed depreciation, unabsorbed business losses and other temporary differences available as per the Income Tax Act, 1961 has been recognized, since it is probable that taxable profit will be available to adjust them in the future years. Unabsorbed depreciation which forms major portion of the Deferred Tax Asset can be carried forward and set off against the profits for unlimited number of years under the Indian Income Tax Act, 1961 and profitability projections based on current margins show sufficient profits for set-off in future. M

le, P

ś.

NOTES FORMING PART OF THE PROVISIONAL FINANCIAL STATEMENTS

NOTE "19" OTHER LIABILITIES - NON CURRENT		in Lakhs
	As At 30-Jun-25	As At 31-Mar-25
Capital Grants	685.06	702.38
TOTAL	685.06	702.38

	in Lakhs
NOTE "20 BORROWINGS - CURRENT	As At 30-Jun-25	As At 31-Mar-25
Current Maturities of Long-Term Borrowings	16,021.27	14,832.75
Demand Loans From Banks (Secured):
Working Capital Loans	2,779.76	5,977.92
Unsecued Loans	9,500.00
TOTAL	28,301.03	20,810.67

	in Lakhs
NOTE "21" TRADE PAYABLES	As At 30-Jun-25	As At 31-Mar-25
Trade Payables *	39,885.22	38,430.26
TOTAL	39,885.22	38,430.26
ALL ARROWS AND ARROWS AND ARROWS AND ARRESTS	.

* Includes Acceptance against Letter of credit Rs. 13,902.72 Lakhs (P.Y. Rs.16,748.72 Lakhs)

	in Lakhs
NOTE "22" OTHER FINANCIAL LIABILITIES - CURRENT	As At 30-Jun-25	As At 31-Mar-25
Dividends Payable	17.52	17.52
Employee Related Liabilities	2,449.91	1,829.70
Trade and Other Deposits	2,852.49	2,929.97
Creditors for Capital Goods	900.89	1,510.16
TOTAL	6,220.81	6,287.35

	in Lakhs
NOTE "23" PROVISIONS - CURRENT	As At 30-Jun-25	As At 31-Mar-25
Provision For Leave Encashment	1,016.33	1,016.33
TOTAL	1,016.33	1,016.33

	in Lakhs
NOTE "24" OTHER CURRENT LIABILITIES - CURRENT	As At 30-Jun-25	As At 31-Mar-25
Statutory & Other Liabilities (Net)	427.24	1,028.70
Advance received from customers	4,352.17	5.447.15
Interest payable	217.67	318.40
Capital grant	69.28	69.28
TOTAL	5.066.36	6,863.53

	in Lakhs ₹
NOTE "25" REVENUE FROM OPERATIONS	For the quarter $30-Jun-25$	For the year 31-Mar-25
Direct sales of manufactured products.	37,947.18	1,53,134.51
Export sales of manufactured products	9,155.99	43,623.95
Sales of traded goods	22.06	1,704.42
Sale of Scrap and other materials	292.38	982.21
	47,417.61	1,99,445.09
Other Operating Income
Export Incentive Income	132.18	589.24
TOTAL	47,549.79	2.00.034.33

	In Lakhs
NOTE "26" OTHER INCOME	For the quarter 30-Jun-25	For the year 31-Mar-25
Interest Income	273.99	1,304.93
Sundry balance written back	81.65	74.68
Insurance claims received		553.35
Gain on sale/redemption of investments (net)	26.94	82.57
Misc. Non-operating Income	20.23	293.11
TOTAL	402.81	2.308.64

		in Lakhs
NOTE "27" COST OF RAW MATERIALS CONSUMED	For the quarter 30-Jun-25	For the year 31-Mar-25
Opening stock in hand and in process	13,927.79	12,797.80
Add: Purchase of Raw materials	25,247.33	1.11.998.98
Less: Closing stock in hand and in process	13,162.17	13,927.79
TOTAL	26,012.95	1,10,868.99

	in Lakhs
NOTE "28" PURCHASE OF STOCK IN TRADE	For the quarter 30-Jun-25	For the year 31-Mar-25
Purchase of Stock in Trade	22.74	1,820.65
TOTAL	22.74	1,820.65

	in Lakhs
NOTE "29" CHANGES IN INVENTORIES	For the quarter 30-Jun-25	For the year 31-Mar-25
Closing stock of Finished Goods Closing Stock of Work-in-process	(26, 215, 46) (290.15)	(24, 226.65) (303.33)
Opening Stock:	(26, 505.61)	(24, 529.98)
Opening Stock of Finished Goods Opening Stock of Work-in-process	24,226.65 303.33	20,365.69 263.37
	24,529.98	20,629.06
Net (Increase) / decrease in stock	(1,975.67)	(3,900.91)

	in Lakhs
NOTE "30" EMPLOYEE BENEFIT EXPENSE	For the quarter 30-Jun-25	For the year 31-Mar-25
Salaries and wages	3,863.10	13,428.84
Contributions to provident and other funds	335.64	1,245.40
Staff Welfare Expenses	370.61	1,437.94
TOTAL	4,569.35	16,112.18

	in Lakhs
NOTE "31" FINANCE COSTS	For the quarter 30-Jun-25	For the year 31-Mar-25
Interest expense	1,317.83	5,960.14
Bank Charges	189.10	764.19
TOTAL	1,506.93	6,724.33

	in Lakhs ₹
NOTE "32" OTHER EXPENSES	For the quarter 30-Jun-25	For the year 31-Mar-25
Power and fuel	7,837.98	31,252.82
Packing charges	648.10	2,652.30
Operating and maintenance expenses	850.22	3,261.29
Rent	16.52	46.71
Repairs to building	302.97	1,273.46
Repairs to machinery	1,493.75	6,615.23
Repairs to other assets	131.69	672.64
Insurance	216.87	912.13
Rates and Taxes	$-11.05$	382.29
Licence fees	20.56	114.43
Payments to auditors
For Statutory Audit	5.25	21.00
For Tax Audit	1.63	6.50
For other services (including limited reviews)	2.50	11.35
Towards reimbursement of expenses	0.95	3.12
Travelling expenses	163.99	329.70
Conveyance expenses	98.71	429.49
Advertisement expenses	27.72	7.84
Professional fees	561.59	1,683.22
Directors Sitting Fees	5.00	8.50
Loss on Assets Sold or Written off (Net)	$-1.19$	42.55
Donations	0.41	18.64
Freight, Transportation, Loading and other Charges (Net)	823.16	4,278.56
Vehicle expenses	39.58	208.992
Exchange Difference Loss (Net)	72.57	487.18
Miscellaneous Expenses	237.80	1,068.83
TOTAL	49 EAT 66	EE 700 79

	in Izakhs
NOTE "33" OTHER COMPREHENSIVE INCOME	For the quarter 30-Jun-25	For the year 31-Mar-25
Items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Plans (Expenses)		(87.52)
Income Tax on items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Plans		30.58
TOTAL		(56.94)

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF DCW LIMITED ("TRANSFEREE COMPANY" OR "THE COMPANY") ON THE SCHEME OF AMALGAMATION PURSUANT TO THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013.

1. Background:

• i. The Board of Directors ('Board') of DCW Limited at its meeting held on 13^th February 2025 considered and recommended the Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1") and Sahu Brothers Private Limited ("Transferor Company 2") with and into DCW Limited ("Transferee Company") and their respective shareholders under Sections 230-232 read with Section 66 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 ("Scheme").
• ii. The provisions of Section 232(2)(c) of Companies Act, 2013 requires the Board of Directors to adopt a report explaining the effect of the Scheme on each class of Shareholders, Key Managerial Personnel, Promoters and Non-promoter Shareholders and the same is required to be appended with the Notice of the Meeting(s) as ordered by Tribunal. This report of the Board is made in order to comply with the requirements of Section 232(2)(c) of Companies Act, 2013.
• iii. This report is made by the Board after perusing, inter alia, a) Scheme; b) Memorandum of Association and Articles of Association of the Transferor Company 1, Transferor Company 2 and Transferee Company; c) Audited accounts of the Transferor Company 1, Transferor Company 2 and Transferee Company as on 31st March 2025 and Interim condensed unaudited financial statements of Transferor Company 1, Transferor Company 2 and Transferee Company as on 30^th June, 2025; d) Valuation Report dated 13th February 2025 of CA Harsh Chandrakant Ruparelia (IBBI Registration No. IBBI/RV/05/2019/11106, an independent registered valuer and its recommendation of the share exchange ratio ("Share Exchange Ratio Report"); e) Pricing Certificate dated 06th August

DCW LIMITED

HEAD OFFICE "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021. TEL: 4957 3000, 4957 3001 REGISTERED OFFICE: DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

2025 as required under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 prepared and submitted by ARCH and Associates., Chartered Accountants; f) Fairness Opinion dated 13^th February 2025 issued by Serene Capital Private Limited, a SEBI registered Merchant Banker (SEBI Regn No. INM000013156), providing the Fairness Opinion on the Share Exchange Ratio Report of CA Harsh Chandrakant Ruparelia, registered valuer, on valuation of assets/shares of the Transferor Companies and the Transferee Company and the fair share exchange ratio recommended; g) Pre and Post Shareholding Pattern of the Transferee Company, the Transferor Company 1 and Transferor Company 2, h) Certificate dated 13th February 2025 by V. Sankar Aiyar & Co, Chartered Accountants, the Statutory Auditor of the Company, confirming that the Scheme is in compliance with the applicable Accounting Standards specified by the Central Government under Section 133 of the Companies Act, 2013 and all other relevant documents.

$\mathbf{2}$ BOARD REPORT

Based on review of the Scheme and the above-mentioned documents, the Board has formed the opinion that:

i. Rationale of the Scheme:

Object and rationale for amalgamation of Transferor Company 1 and Transferor Company 2 with and into Transferee Company:

It is proposed to amalgamate the Transferor Company 1 and the Transferor Company 2 into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Company 1 and the Transferor Company 2 to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company 1 and the Transferor Company 2 into the Transferee Company;

DCW LIMITED HEAD OFFICE "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021. TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com. Website: www.dcwltd.com. CIN-L24110GJ1939PLC000748

• The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company.;
• The promoter group's shareholding in the Transferee Company will remain ٠ unchanged pre- and post-amalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company.
• . All costs and charges arising from the Scheme shall be borne by the Transferor Company 1 and the Transferor Company 2 or the Promoter/Promoter Group of the Transferee Company;
• The shareholders of the Transferor Company 1 and the Transferor Company 2 $\bullet$ shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

Accordingly, the Board of Directors of the respective Companies have formulated this Scheme for transfer and vesting of the Transferor Company 1 and the Transferor Company 2 with and into the Transferee Company pursuant to the provisions of Section 230-232 read with Section 66 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). The Scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the respective Companies and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the Scheme.

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

• ii. The Transferee Company, in compliance with SEBI Scheme Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23rd November, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023, had forwarded copies of the Scheme along with requisite documents/annexures to BSE Limited and National Stock Exchange of India Limited on 05^th March 2025. Observation letters / No-objection letters were received from BSE Limited and National Stock Exchange of India Limited on 13th and 14^th August 2025.
• iii. The effect of the proposed Scheme on the stakeholders of the Transferee Company would be as follows:

Effect of the Scheme on:

(a) Shareholders-

Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 1 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 1 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 1 in the Transferee Company in the following manner:

"12,80,500 fully paid equity shares of INR 2/- each of Transferee Company to be issued and allotted to the Equity Shareholders of Transferor Company 1, in proportion to their holdings in Transferor Company 1 in the event of amalgamation of Transferor Company 1 into Transferee Company"

DCW LIMITED

HEAD OFFICE "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email. ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 2 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 2 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 2 in the Transferee Company in the following manner:

"5,24,59,860 fully paid equity shares of INR 2/- each of Transferee Company to be issued and allotted to the Equity Shareholders of Transferor Company 2, in proportion to their holdings in Transferor Company 2 in the event of amalgamation of Transferor Company 2 into Transferee Company"

• (b) Key managerial personnel (KMP) There shall be no effect of the Scheme on the KMPs of the Company, pursuant to the Scheme. Further, none of the KMPs of the Company have any interest in the Scheme except to the extent of equity shares held by them, if any, in the Company.
• (c) Directors There shall be no effect of the Scheme on the Directors of the Company, pursuant to the Scheme. Further, none of the Directors of the Company have any interest in the Scheme except to the extent of equity shares held by them, if any, in the Company.
• (d) Promoters The promoter shareholding pre and post amalgamation shall remain the same.
• (e) Non-promoter members- There would be no change in the value of Nonpromoter members/ Public Shareholders of the Transferee Company, pre and post the Scheme. Thus, no impact on non-promoter members/Public shareholders.

DCW LIMITED

HEAD OFFICE "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email ho@dcwltd.com. Website: www.dcwltd.com. CIN-L24110GJ1939PLC000748

LIMITED (f) Depositors - Since the Company is Transferee Company, there is no impact on the depositors. Further, there is no arrangement or compromise with depositors (g) Creditors - No arrangement or compromise with creditors. (h) Debenture Holders - Not Applicable, as the Company has not issued any Debentures (i) Debenture Trustee - Not Applicable (j) Employees of the Transferee Company - Since the Company is Transferee Company, there is no impact on the Employees of the Transferee Company. iv. In the opinion of the Board, the said Scheme will be of advantage and beneficial to the Company, its Shareholders, Creditors and other Stakeholders and the terms thereof are fair and reasonable. It is for these reasons that the Board of Directors of the Company had approved the Scheme at their meeting held on 13th February 2025. On behalf of the Board of Directors BAKUL JAIN Chairman & Managing Director DIN: 00380256 Place: Mumbai
	Date: 10/10/2025

Annexure 5A

Annual Report $\mathcal{L}^{(1)}$ in Rs.

DHRANGADHRA TRADING COMPANY PRIVATE LIMITED Regd. Off.: NIRMAL, 3^rd floor, Nariman Point, Mumbai 400 021.

ANNUAL REPORT

2024-2025

DHRANGADHRA TRADING COMPANY PRIVATE LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2025

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

$\mathbf{1}$ . SYSTEM OF ACCOUNTING

• i. The Company follows the mercantile system of accounting and recognizes income and expenditure on accrual basis except for interim dividend income which is accounted on cash basis.
• Financial statements are prepared on historical cost basis. ii.

$\overline{2}$ . FIXED ASSETS

Fixed Assets are stated at their original cost (including expenses related to acquisition and installation).

3. INVESTMENTS

Investments are kept for long term and are stated at cost less permanent diminution if any in value.

DHRANGADHRA TRADING CO. PVT. LTD. CIN: U99999MH1942PTC010071 Balance Sheet as at 31.03.2025

Particulars	Note No	31.03.2025 (Rs.)	31st March 2024 (Rs.)
I. EQUITY AND LIABILITIES
(1) Shareholder's funds
(a) Share capital	$\frac{2}{3}$	51,800	9,50,000
(b) Surplus		54,87,975	45,84,586
(2) Non-current liabilities
(a) Long-term borrowings	4
(a) Deferred tax liability (net)	5
(3) Current liabilities
(a) Trade payables	6
(A) total outstanding dues of micro enterprises
and small enterprises; and
(B) total outstanding dues of creditors other than micro enterprises and small enterprises
(b) Other current liabilities	7	15,000
(c) Short-term provisions	$\overline{a}$		3,78,500
Total		55,54,775	59,13,086
II.Assets
(1) Non-current assets
(a) Property, plant and equipment and Intangible assets (i) Propert, plant and equipment	9		561
(b) Non-current investments	10	54,01,615	54,02,865
(c) Long term loans and advances	11
(2) Current assets
(a) Inventories	12
(b) Trade receivables	13
(c) Cash and cash equivalents	14	1,53,160	4,66,988
(d) Short-term loans and advances	15		42,672
(e) Other Current Assets
Total		55,54,775	59,13,086
Significant accounting policies	1

Notes referred to above form an integral part of the Financial Statements.

As per our report of even date For S. JAIN BOHRA & CO. Chartered Accountants ICAI F.R.No. 114855W N BOHA MUMBAI ÷ R. C. BOHRA g M.No.: 073480
Date :- 22/08/2020 Porce Accounter

$\sim$

ra di

For & On Behalf of the Board

Romallan

Romu Malkani DIRECTOR DIN: 08482309 Date :- 22/08/2025 Place:- Mumbai

S. Ganapathy DIRECTOR DIN: 02353244

ngadhra uλ b^h

DHRANGADHRA TRADING CO. PVT. LTD. CIN: U99999MH1942PTC010071

Statement of Profit and Loss for Period ended 31st March, 2025

Particulars	Note No.	31st March, 2025 (Rs.)	$2023 - 24$ (Rs.)
Revenue from operations	16
Other income	17	1,13,034	3,86,751
Total Income		1,13,034	3,86,751
Expenses:
Cost of materials consumed	18	π.	$\overline{\phantom{a}}$
Changes in inventories of finished goods, work-in-progress and Stock-	19	۰	÷
in-Trade
Employee benefit expense	20
Financial costs	21	19,975	28,200
Depreciation and amortisation cost	22
Other expenses	23	1,35,210	26,802
Total expenses		1,55,185	55,002
Profit (Loss) before tax		(42, 151)	3,31,749
Tax expense:
(1) Current tax
(2) Deferred tax	5
(3) Excess Provision of Tax of Earlier Year Written Back		۰	19
Profit (Loss) from the period		(42, 151)	3,31,768
Profit/(Loss) for the period		(42, 151)	3,31,768
Earning Per Equity Share (Rs.) Face Value per equity shares of
Rs.100 fully paid
1. Basic	24	(81.37)	663.54
2. Diluted Significant accounting policies		(81.37)	663.54

Notes referred to above form an integral part of the Financial Statements.

As per our report of even date For S. JAIN BOHRA & CO. Chartered Accountants

ICAI F.R.No. 114855W.N BOH MUMBA R. C. BOHRA M.No.: 073480 g Date: - 22/08/2025 Ted Account Place:- Mumbai

For & On Behalf of the Board

malla

Romu Malkani DIRECTOR DIN: 08482309 Date: - 22/08/2025 Place:- Mumbai

S. Ganapathy DIRECTOR DIN: 02353244

Particulars	31st March, 2025 (Rs.)	31st March, 2024 (Rs.)
Authorised share capital 9000 Pref. shares of Rs. 100/- each (Previous year 9500 shares) 1000 Equity shares of Rs. 100/- each (Previous year 500 shares)	9,00,000 1,00,000	9,50,000 50,000
	10,00,000	10,00,000
Issued, subscribed & paid-up share capital Preference Share 518 Equity shares of Rs. 100/- each (Previous year 500 Shares)	51,800	9,00,000 50,000
	51,800	9,50,000
(A) 9000 Pref. shares of Rs. 100 each (Total Rs. 9,00,000) has been redeemed & repaid on 09.07.2024. (B) Arrears of dividends on 7.8% cumulative preference shares amounting Rs.10,17,900 has been paid on 09.07.2024 for 01.04.2009 to 30.09.2022 (Rs. 70,200 per year X 14.5 years) (C) 18 New Equity Shares issued to existing share holders on 01.07.2024 Details of shareholders holding more than 5% equity shares Jain Sahu Brothers Properties LLP Shri Vivek Jain Shri Ashish Jain Shri Bakul Jain Shri Mudit Jain	162 (31.28%) 89 $(17.18\%)$ 89 $(17.18\%)$ $(17.18\%)$ 89 89 $(17.18\%)$	(32%) 160 (17%) 85 85 (17%) (17%) 85 (17%) 85
	$-+$	9000 (100%)
Details of shareholders holding more than 5% Pref. shares Jain Sahu Brothers Properties LLP
Note 2.1 : Reconciliation of number of shares outstanding is set out below: Particulars	31st March, 2025	31st March, 2024
Equity shares at the beginning of the year Add: Shares issued during the current financial year	500 18	500
Equity shares at the end of the year	518	500
Pref. shares at the beginning of the year Less: Shares redeemed during the current financial year	9,00,000 9,00,000	9,00,000
Pref. shares at the end of the year	۰	9.00.000

Note 2.2 : The Company has one class of equity share. Each holder of equity shares is entitled to one vote per share.

Shares held by promoters as on 31.03.2025	% Change during year***
Promoter Name	No. of Shares **	% of Total Shares **
Jain Sahu Brothers Properties LLP	162	31.28%	$-0.72%$
Shri Vivek Jain	89	17.18%	$+0.18%$
Shri Ashish Jain	89	17.18%	$+0.18%$
Shri Bakul Jain	89	17.18%	$+0.18%$
Shri Mudit Jain	89	17.18%	$+0.18%$

Shares held by promoters at the end of the year ending 31st March 2024

Shares held by promoters at the end of the year ending 31st March 2024	-% Change during the year***
Promoter Name	No. of Shares**	% of Total Shares **
Jain Sahu Brothers Properties LLP	160	32.00%
Shri Vivek Jain	85	17.00%
Shri Ashish Jain	85	17.00%
Shri Bakul Jain	85	17.00%
Shri Mudit Jain	85	17.00%

Note 3: Surplus

Particulars	31st March, 2025 (Rs.)	31st March, 2024 (Rs.)
(A) RESERVES Capital Redemption Reserve General Reserve Eq. Share Premium Received	$\overline{\phantom{a}}$ 35 96,600 19,63,440	9,00,000 26,96,600
Sub Total (A)	55,60,040	35,96,600
(B) Profit & Loss account Opening balance Add /Less : Profit or Loss for the year Less: Dividend Paid	9,87,986 (42, 151) (10, 17, 900)	6,56,218 3,31,768
Sub Total (B)	(72.065)	9,87,986
$Total(A + B)$	54,87,975	45,84,586

Note 4 : Long term borrowings

Particulars	31st March, 2025 (RS.)	31st March, 2024 (Rs.)
TOTAL	۰

$\omega$

Note 5: Deferred tax liability

NOTE 7: PEIEIIEN 187 REDIRY Particulars	31st March, 2025 (Rs.)	31st March, 2024 (Rs.)
Total	$\sim$

Note 6 : Trade payables

$1.99499971111009991111111000011110000000000$ Particulars	31st March, 2025 (Rs.)	31st March, 2024 (Rs.)
Total outstanding dues of micro enterprises and small enterprises
Total outstanding dues of creditors other than micro enterprises and small enterprises
Total	$\sim$

Trade Payables ageing schedule

N.A

Note 7 : Other Current Liabilities

Particulars	31st March, 2025 (Rs.)	31st March, 2024 (Rs.)
(A) Statutory Dues:
TDS Payable on Interest Paid		3.8 2,820
TDS Payable on Professional Service Sub Total (A)		2,820
(B) Other Dues:
Security Deposits		3,07,000
Interest payable on Security deposits		37,880
Audit Fees Payable	10,000	10,000
Director Sitting Fees		12,000
Others Liabilities	5,000	8,800
Sub Total (B)	15,000	3,75,680
Total $(A + B)$	15,000	3,78,500
Note 8 : Short Term Provisions
Particulars	31st March, 2025	31st March, 2024 (Rs.)
	(Rs.)
Provision for Income Tax	$\bullet$	(1, 1)
Total	$+ +$	w.

DHRANGADHRA TRADING CO. PVT. LTD.
CIN: US9999MH1942PTC010071
Note 9 :- Property, plant & equipments as on 31st March, 2025
(As per the Companies Act, 2013)

$\begin{array}{c} 0 \ 0 \ 0 \ 0 \end{array}$

Tangible Assets

			Gross Block				Accumulated Depreciation			Net Block
Details of Assets	As On 01st April, 2024	Additions	Deductions		Total As on As On 01st 31.03.2025 April, 2024	For The Year	Deductions	As on 31.03.2025	As At 31.03.2025	As At 31st March,
TANGIBLE ASSETS
Car parking space	12,500		12,500		11,939		11,939			561
	12,500		12,500		11,939		11,939			561
INTANGIBLE ASSETS
Total	12,500		12,500	ij	11,939		11,939			561
Figures of previous year	12,500			12,500	11,939			11,939	561	561

Additional Regulatory Information

CARO 3(1)(c)

N. A.

DHRANGADHRA TRADING CO. PVT. LTD.
CIN: U999999MH1942PTC010071

Notes Forming Part of Balance Sheet

Sr. No.	Particulars	31st March, 2025 (Rs.)	31st March, 2024 (Rs.)
	Quoted investments Investment In Equity Shares-Quoted * DCW Ltd (12,80,500 Shares)	54,01,515	54,01,515
$\cdot$ 4 $\overline{\phantom{0}}$	Investment in Equity Shares-Unquoted ** DCW Ltd. emploees consumer co.op.stores ltd, Dhrangad The North Kanara G.S.B. co.op. Bank Ltd. Carmichael Shikharkuni CHS Ltd Equity based mutual fund	×. 100 s	1,000 100 250
	Debt based mutual fund
	Total	54,01,615	54,02,865

All above investments are carried at cost
10.1 Other disclosures

$\frac{2\pi}{\lambda}$

$\langle \cdot \rangle$

(a)	Aggregate cost of quoted investment Aggregate market value of guoted investments	54.01.515 9.96.10.095	54.01.515 6,58,17,700
(b)	Aggregate amount of unguoted investments	100	1,350
(c)	Aggregate provision for diminution in value of	. $-1$	Service
	investment

Note 11 : Long term loans and advances

Sr. No.	Particulars	31st March, 2025 (Rs.)	31st March, 2024 (Rs.)
$\overline{D}$	Security deposit	۰
II)	Other loans & advances	$\rightarrow$
	Total	۰

Note 12 : Inventories*

Sr. No.	Particulars	31st March, 2025 (Rs.)	31st March, 2024 (Rs.)
	Total	٠

Note 13 : Trade receivables

Sr. No.	Particulars	31st March, 2025 (Rs.)	31st March, 2024 (Rs.)
	Outstanding for more than six months a) Secured, considered good	٠
	b) Unsecured, considered good c) Doubtful	$\ddot{\cdot}$
	Others a) Secured, considered good	Î,
	b) Unsecured, considered good c) Doubtful	$\overline{\phantom{a}}$ ٠
	Total

Trade Receivables ageing schedule as at 31st March, 2025

	Gutstanding for following periods from due date of payment.
Particulars	Leas than 6 months	6 months -1 year	$1-2$ years	Total
(i) Undisputed Trade receivables -considered good
(i) Undisputed Trade receivables -considered doubtful
(iii) Disputed trade receivables considered good
(iv) Disputed trade receivables considered doubtful

Trade Receivables ageing schedule as at 31st March, 2024

(Rs. in Hundred)

	Outstanding for following periods from due date of payment
Particulars	Less than 6 months	6 months -1 year	$1-2$ years	Total
(ii) Undisputed Trade receivables -considered good
(i) Undisputed Trade receivables -considered doubtful
((iii) Disputed trade receivables considered good
(iv) Disputed trade receivables considered doubtful

Note 14 : Cash and bank balances

× $\sim$ 5 $\sim$

$\left( 0\right)$

Sr. No.	Particulars		31st March, 2025 (Rs.	31st March, 2024 (Rs.)
٨	Cash and cash equivalent Cash on Hand		$\blacksquare$	4,570
		Sub total (A)	۰	4,570
a	Bank balances 1) Punjab National bank (Current A/c) 2) Axis Bank (Current A/c) 3) Axis Bank Ltd.(Dividend A/c)		1,53,160	4,42,418 20,000
		Sub total (B)	1,53,160	4,62,418
	$Total[A + B]$		1,53,160	4,66,988

Note 15: Short terms loans and advances

	Note 15 : Short terms loans and advances		$\Omega$
Sr. No.	Particulars	31st March, 2025 (R 2 )	31st March, 2024. (R 5 )
	Unsecured Loan
z	Others Deposit in Demat Account TDS on Dividend Income I.T. Refund receivable	100 i.	4,257 38,415 aa: $-1$
	Total		42,672

DHRANGADHRA TRADING CO. PVT. LTD. CIN: U99999MH1942PTC010071

Notes Forming Part of Statement of Profit & Loss

Note 16 : Revenue from operations

Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
	CONTRACTORY Total

Note 17 : Other income

Sr. No.	Particulars	$2024 - 25$ (Rs.)	$2023 - 24$ (Rs.)
	Sundry Debit balance Written back	37,500
	Dividend Income		3,84,150
	Profit on sale of Parking Rights	74,189
	Interest received U/S 244A	1,345	2,601
	Total	1,13,034	3,86,751

Note 18 : Cost of material consumed

Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
500
	ENVIRONMENT Total	۰

Note 19 : Change in inventories

Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
Total		۰	$\sim$

$\mathbb{R}^3$

Note 20 : Employment benefit expenses

2024-25 (Rs.) Particulars	2023-24 (Rs.)

Note 21 : Financial cost

Sr. No.	Particulars	$2024 - 25$ (Rs.)	2023-24 (Rs.)
	Interest Expenses	19,975	28,200
	Total	19,975	28,200

Note 22 : Depreciation and amortised cost

Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
	Total

Note 23 : Other expenses

Sr. No.	Particulars Misc. Expenses Auditor Remuneration	2024-25 (Rs.)
		1,25,210 10,000	16,802 10,000
	Total	1,35,210	26,802

23.1 Miscelleanous expenses

Sr. No.	Particulars	$2024 - 25$ (Rs.)	2023-24 (Rs.)
	Director Fees	4,500	6,000
	Filling Fees	9,300	800
	Professional Charges	96,800	10,000
	Other expenses	14,610
	Total	1,25,210	16,802

23.2 Auditor's remuneration

Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
	I Audit Fees	10,000	10,000
	Total	10,000	10,000

Note 24 : Earning per share

Sr. No.	Particulars	$2024 - 25$ (Rs.)	$2023 - 24$ (Rs.)
	Net profit after tax Weighted average number of equity shares	(42, 151) 518	3,31,768 518
	Earning per share (face value of Rs.10/-fully paid)	(8, 137)	64,048

Additional Regulatory Info

۰

(iv

	(i) Title deeds of Immovable Property not held in name of the Company
		NA
	(ii) Where the Company has revalued its Property, Plant and Equipment, the company shall disclose
	as to whether the revaluation is based on the valuation by a registered valuer as defined under rule 2	NA
	of the Companies (Registered Valuers and Valuation) Rules, 2017
	(iii) Following disclosures shall be made where Loans or Advances in the nature of loans are granted to
	promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013.) either
	severally or jointly with any other person, that are:
$iv)$ &		NA
(v)	Capital-Work-in Progress (CWIP) / Intangible assets under development (ITAUD)
(vi)	Details of Benami Property held
		NA
	(vii) Where the Company has borrowings from banks or financial institutions on the basis of
	security of current assets, it shall disclose the following:-	NA
	(viii) Wilful Defaulter*	NA
	(ix) Relationship with struck off companies
		NA
	(x) Registration of charges or satisfaction with Registrar of Companies
		NA
	(xi) Compliance with number of layers of companies
		NA

(xii) Following Ratios to be disclose	2024-25	2023-24	Reason
(a) Current Ratio,	10.21	1.35	Decrease in Current Liabilities
(b) Debt-Equity Ratio,	NA	NA
(c) Debt Service Coverage Ratio,	NA	NA
(d) Return on Equity Ratio.	$-0.76%$	6.00%	Loss During The Year
(e) Inventory turnover ratio,	NA	NA
(f) Trade Receivables turnover rat	NA.	NA
(g) Trade payables turnover ratio,	NA	NA.
(h) Net capital turnover ratio,	NA	NA
(i) Net profit ratio,	NA	NA
(j) Return on Capital employed,	$-0.76%$	6.00%	Loss During The Year
(k) Return on investment.	NA.	NA

The company shall explain the items included in numerator and denominator for computing the above ratios. Further explanation shall be provided for any change in the ration by more than 25% as compared to the preceding year.

(xiii) Compliance with approved Scheme(s) of Arrangeme

As per our report of even date For S. JAIN BOHRA & CO. Chartered Accountants JAIN BO ICAI F.R.No. 114855W MUMB Ş varter R. C. BOHRA œ M.No.: 073480 Date :- 22/08/2025 Countaints Place:- Mumbai

(xiv) Utilisation of Borrowed funds and share premium:

For & On Behalf of the Board

NA

NA

Romandon

Romu Malkani DIRECTOR DIN: 08482309

Date :- 22/08/2025 Place:- Mumbai

S. Ganapathy DIRI DIRECTOR DIN: 02353244

DHRANGADHRA TRADING COMPANY PRIVATE LIMITED Regd. Off.: SURENDRANAGAR, GUJARAT - 363 310.

PROVISIONAL BALANCESHEET AND PROFIT AND LOSS ACCOUNT

FOR THE PERIOD APRIL, 2025 TO JUNE, 2025

DHRANGADHRA TRADING COMPANY PRIVATE LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 30TH JUNE, 2025

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

SYSTEM OF ACCOUNTING $1.$

• The Company follows the mercantile system of accounting and recognizes i. income and expenditure on accrual basis except for interim dividend income which is accounted on cash basis.
• Financial statements are prepared on historical cost basis. іі.

$2.$ FIXED ASSETS

Fixed Assets are stated at their original cost (including expenses related to acquisition and installation).

INVESTMENTS $3.$

Investments are kept for long term and are stated at cost less permanent diminution if any in value.

DHRANGADHRA TRADING CO. PVT. LTD.

CIN: U99999MH1942PTC010071 Balance Sheet as at 30.06.2025

Particulars	Note No	30th June, 2025 (Rs.)	31st March 2025 (Rs.)
I. EQUITY AND LIABILITIES
(1) Shareholder's funds
(a) Share capital	$\mathbf{2}$	51,800	51,800
(b) Surplus	$\overline{3}$	54,27,625	54,87,975
(2) Non-current liabilities
(a) Long-term borrowings	4
(a) Deferred tax liability (net)	5		$\sim$
(3) Current liabilities
(a) Trade payables	6
(A) total outstanding dues of micro enterprises
and small enterprises: and
(B) total outstanding dues of creditors other than
micro enterprises and small enterprises
(b) Other current liabilities	$\overline{\phantom{a}}$	70,350	15,000
(c) Short-term provisions	8
Total		55,49,775	55,54,775
II.Assets
(1) Non-current assets
(a) Property, plant and equipment and Intangible assets (i) Propert, plant and equipment	9
(b) Non-current investments	10	54,01,615	54,01,615
(c) Long term loans and advances	11
(2) Current assets
(a) Inventories	12
(b) Trade receivables	13
(c) Cash and cash equivalents	14	1,48,160	1,53,160
(d) Short-term loans and advances	15
(e) Other Current Assets
Total		55,49,775	55,54,775

Significant accounting policies Notes referred to above form an integral part of the Financial Statements.

$\sim$

$\sim$ $\sim$

$\tilde{\mathbf{x}}$

$\sim$

$\sim$

For & On Behalf of the Board

Romallo

Romu Malkani DIRECTOR DIN: 08482309 Date :-Place:- Mumbai

S. Ganapathy DIRECTOR DIN: 02353244

¥

DHRANGADHRA TRADING CO. PVT. LTD. CIN: U99999MH1942PTC010071

Statement of Profit and Loss for Period April 2025 to June 2025

Particulars	Note No.	April to June, 2025	2024-25 (Rs.)
Revenue from operations	16
Other income	17		1,13,034
Total Income		u	1,13,034
Expenses:
Cost of materials consumed	18	m	33
Changes in inventories of finished goods, work-in-progress and Stock-	19	--	$\frac{1}{2}$
in-Trade Employee benefit expense	20	$\cdots$	$\frac{1}{2}$
Financial costs	21		19,975
Depreciation and amortisation cost	22		÷.
Other expenses	23	60,350	1,35,210
Total expenses		60,350	1,55,185
Profit (Loss) before tax			(42, 151)
Tax expense:
(1) Current tax
(2) Deferred tax	5
(3) Excess Provision of Tax of Earlier Year Written Back
Profit (Loss) from the period		(60, 350)	(42, 151)
Profit/(Loss) for the period		(60, 350)	(42, 151)
Earning Per Equity Share (Rs.) Face Value per equity shares of
Rs.100 fully paid 1. Basic	24	(117)	(81)
2. Diluted		(117)	(81)
Significant accounting policies

Notes referred to above form an integral part of the Financial Statements.

For & On Behalf of the Board

Particulars		30th June, 2025		31st March, 2025 (Rs.)
Authorised share capital 9000 Pref. shares of Rs. 100/- each (Previous year 9500 shares) 1000 Equity shares of Rs. 100/- each (Previous year 500 shares)		9,00,000 1,00,000		9,00,000 1,00,000
		10,00,000		10,00,000
Issued, subscribed & paid-up share capital Preference Share 518 Equity shares of Rs. 100/- each (Previous year 500 Shares)		51,800		51,800
		51,800		51,800
(A) 9000 Pref. shares of Rs. 100 each (Total Rs. 9,00,000) has been redeemed & repaid on 09.07.2024. (B) Arrears of dividends on 7.8% cumulative preference shares amounting Rs.10,17,900 has been paid on 09.07.2024 for 01.04.2009 to 30.09.2022 (Rs. 70,200 per year X 14.5 years) (C) 18 New Equity Shares issued to existing share holders on 01.07.2024
Details of shareholders holding more than 5% equity shares Jain Sahu Brothers Properties LLP Shri Vivek Jain Shri Ashish Jain Shri Bakul Jain Shri Mudit Jain	162 89 89 89 89	$(31.28\%)$ $(17.18\%)$ $(17.18\%)$ $(17.18\%)$ $(17.18\%)$	162 89 89 89 89	$(31.28\%)$ $(17.18\%)$ $(17.18\%)$ $(17.18\%)$ 17.18%

Note 2.1 : Reconciliation of number of shares outstanding is set out below:

Particulars	30th June, 2025
Equity shares at the beginning of the year Add: Shares issued during the current financial year	51,800	50,000 1,800
Equity shares at the end of the year	51,800	51,800
Pref. shares at the beginning of the year Less: Shares redeemed during the current financial year		9,00,000 9,00,000
Pref. shares at the end of the year

Shares held by promoters as on 30.06.2025
Promoter Name	No of Shares **	% of Total Shares **
Jain Sahu Brothers Properties LLP	162	31.28%
Shri Vivek Jain	89	17.18%
Shri Ashish Jain	89	17.18%
Shri Bakul Jain	89	17.18%
Shri Mudit Jain	89	17.18%
Shares held by promoters at the end of the year ending 31st March 2025			% Change during the year***
Promoter Name	No of Shares **	% of Total Shares **
Jain Sahu Brothers Properties LLP	162	31.28%
Shri Vivek Jain	89	17.18%
Shri Ashish Jain	89	17.18%
Shri Bakul Jain	89	17.18%
Shri Mudit Jain	89	17.18%
Note 3: Surplus
Particulars	30.06.2025	31st March, 2025 (Rs.)

.
(A) RESERVES General Reserve Eq. Share Premium Received Sub Total (A)	35 96 600 19.03.440 55.60.040	35,96,600 19,63,440 55,60,040
(B) Profit & Loss account Opening balance	(72,065)	0,87,086
Add /Less : Profit or Loss for the year	(60, 350)	(42, 151) (10, 17, 900)
Less: Dividend Paid
Sub Total (B)	(1, 32, 415)	(72,065)
Total $(A + B)$	54,27,625	54,87,975

30.06.2025	31st March, 2025 (Rs.)
	۰

Particulars	30.06.2025	31st March, 2025 (Rs.)
Total outstanding dues of micro enterprises and small enterprises
Total outstanding dues of creditors other than micro enterprises and small enterorises
Total

Particulars	30.06.2025	31st March, 2025 (Rs.)
(A) Statutory Dues: TDS Payable on Interest Paid TDS Payable on Professional Service Fees for TDS Return Filing	55,350	sin.
Sub Total (A)	55,350	me. $\blacksquare$
(B) Other Dues: Audit Fees Pavable (Provision for Expenses) Director Sitting Fees Others Liabilities (Provision for Expenses)	10,000 5,000	10,000 5,000
Sub Total (B)	15,000	15,000
Total $(A + B)$	70,350	15,000
Note 8 : Short Term Provisions
Particulars	30.06.2025	31st March, 2025 (Rs.)
Provision for Income Tax		**
Total		۰

DHRANGADHRA TRADING CO. PVT. LTD.
wote 9 :- Property, plant & equipments as on 30th June, 2025
(As per the Companies Act, 2013)

$\frac{1}{2}$

$\frac{1}{\sqrt{2}}$

Tangible Assets

			Gross Block			Accumulated Depreciation			Net Block
Details of Assets	As On 01st April, 2025	Additions	Deductions	Total As on As On 01st 30.06.2025 April, 2025	For The Year	Deductions	As on 30.06.2025	As At 30.06.2025	As At 31st March,
ANGIBLE ASSETS
ar parking space
INTANGIBLE ASSETS
Total Figures of previous year	12,500		12,500	11,939		11,939

Additional Regulatory Information

CARO 3(1)(c)

Ń

ò.

DHRANGADHRA TRADING CO. PVT. LTD. CIN: U99999MH1942PTC010071

Notes Forming Part of Balance Sheet

$\sim$

Sr. No.	Particulars	30th June, 2025 (Rs.)	31st March, 2024 (Rs.)
$\mathbf{1}$	Quoted investments Investment In Equity Shares-Quoted * DCW Ltd (12,80,500 Shares)	54,01,515	54,01,515
	Investment In Equity Shares-Unquoted ** DCW Ltd. emploees consumer co.op.stores ltd, Dhrangad	$\cdots$	ä.
$\frac{2}{3}$	The North Kanara G.S.B. co.op. Bank Ltd.	100	100
4	Carmichael Shikharkunj CHS Ltd	--	$\sim$
$\overline{\mathbf{5}}$	Equity based mutual fund
	Debt based mutual fund
	Total	54,01,615	54,01,615
	All above investments are carried at cost 10.1 Other disclosures
(a)	Aggregate cost of guoted investment	54,01,515	54,01,515
	Aggregate market value of guoted investments	10,64,35,160	9,96,10,095
(b)	Aggregate amount of unguoted investments	100	100

$\sim$ STATE College a.

$\mathcal{M}$ Ę $\sim$

$(b)$

$(c)$

Aggregate amount of unquoted investments
Aggregate provision for diminution in value of
investment Note 11 : Long term loans and advances

Sr. No.	Particulars	30th June, 2025 (Rs.)	31st March, 2025 $(Rs_i)$
I)	Security deposit
$_{\rm II)}$	Other loans & advances
	Total

Note 12 : Inventories*

Sr. No.	Particulars	30th June, 2025 (Rs.)	31st March, 2025 (Rs.)
Total		$\sim$

Note 13 : Trade receivables

Sr. No.	Particulars	30th June, 2025 (Rs.)	31st March, 2025 (Rs.)
$\mathbf{1}$	Outstanding for more than six months
	a) Secured, considered good	۰	٠
	b) Unsecured, considered good	÷
	c) Doubtful		$\ddot{\phantom{0}}$
$\ddot{ }$	Others	÷.
	a) Secured, considered good	÷.	÷
	b) Unsecured, considered good		ĵ
	c) Doubtful
	Total

$\overline{\phantom{a}}$

Trade Receivables ageing schedule as at 30th June, 2025

	Outstanding for following periods from due date of payment
Perticulars	Less than 6 months	6 months -1 year	$1-2$ years	Total
(ii) Undisputed Trade receivables -considered good
(ii) Undisputed Trade receivables -considered doubtful
(iiii) Disputed trade receivables considered good
(iiv) Disputed trade receivables considered doubtful

Trade Receivables ageing schedule as at 31st March, 2025

(Rs. in Hundred)

	Outstanding for following periods from due date of payment
Particulars	Less than 6 months	6 months -1 year	1-2 years	Total
(i) Undisputed Trade receivables -considered good
(i) Undisputed Trade receivables -considered doubtful
(iii) Disputed trade receivables considered good
(Iv) Disputed trade receivables considered doubtful

Note 14 : Cash and bank balances

NW.

Sr. No.	Particulars		30th June, 2025 (Rs.)	31st March, 2025 (Rs.)
A	Cash and cash equivalent Cash on Hand			÷.
		Sub total (A)	۰
8	Bank balances 1) Punjab National bank (Current A/c) 2) Axis Bank (Current A/c) 3) Axis Bank Ltd. (Dividend A/c)		1.48,160 Hill ALLES	1,53,160
		Sub total (B)	1,48,160	1,53,160
	Total $[A + B]$		1,48,160	1,53,160

Note 15: Short terms loans and advances

Note 15: Short terms loans and advances
Sr. No.	Particulars	30th June, 2025 (R 5 )	31st March, 2025 (Rs.)
	Unsecured Loan
$\overline{\mathbf{z}}$	Others Deposit in Demat Account TDS on Dividend Income I.T. Refund receivable
	Total

DHRANGADHRA TRADING CO. PVT. LTD.

CIN: U99999MH1942PTC010071

Notes Forming Part of Statement of Profit & Loss

Note 16 : Revenue from operations

Sr. No.	Particulars	April to June, 2025	2024-25 (Rs.)
	Total

Note 17 : Other income

sin.

Sr. No.	Particulars	April to June, 2025	2024-25 (Rs.)
	Sundry Debit balance Written back Dividend Income		37,500
	Profit on sale of Parking Rights		74,189
	Interest received U/S 244A		1,345
	Total		1,13,034

Note 18 : Cost of material consumed

Sr. No.	Particulars	April to June, 2025	2024-25 (Rs.)
	Total		۰

Note 19 : Change in inventories

Sr. No.	Particulars	April to June, 2025	2024-25 (Rs.)
------
	Total

Note 20 : Employment benefit expenses

Sr. No.	Particulars	April to June, 2025	2024-25 (Rs.)
	Total

Note 21 : Financial cost

Sr. No.	Particulars	April to June, 2025	2024-25 (Rs.)
	Interest Expenses		19,975
	Total		19,975

Note 22 : Depreciation and amortised cost

Sr. No.	Particulars	April to June, 2025	2024-25 (Rs.)
	Total

Note 23 : Other expenses

Sr. No.	Particulars	April to June, 2025	$2024 - 25$ (Rs.)
2	Misc. Expenses Auditor Remuneration	60,350	1,25,210 10,000
	Total	60,350	1,35,210

23.1 Miscelleanous expenses

Sr. No.	Particulars	April to June, 2025	$2024 - 25$ (Rs.)
474	Director Fees	W. w.	4,500 9,300
	Filling Fees Professional Charges	5,000	96,800
	Other expenses	55,350	14,610
	Total	60,350	1,25,210

23.2 Auditor's remuneration

Sr. No.	Particulars	April to June, 2025	$2024 - 25$ (Rs.)
1 Audit Fees			10,000
Total			10,000

DHRANGADHRA TRADING COMPANY PRIVATE LIMITED CIN: U99999GJ1942PTC163556

REGISTERED OFFICE : Dhrangadhra, Surendranagar, GUJARAT - 363 310 HEAD OFFICE: 'Nirmal', 3rd Floor, Nariman Point, Mumbai - 400 021

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF DHRANGADHARA TRADING COMPANY PRIVATE LIMITED ("TRANSFEROR COMPANY 1" OR "THE COMPANY") ON THE SCHEME OF AMALGAMATION PURSUANT TO THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013.

• 1. Background:
• The Board of Directors ('Board') of Dhrangadhara Trading Company i. Private Limited at its meeting held on 13th February 2025 considered and recommended the Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1") and Sahu Brothers Private Limited ("Transferor Company 2") with and into DCW Limited ("Transferee Company") and their respective shareholders under Sections 230-232 read with Section 66 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 ("Scheme").
• ii. The provisions of Section 232(2)(c) of Companies Act, 2013 requires the Board of Directors to adopt a report explaining the effect of the Scheme on each class of Shareholders, Key Managerial Personnel, Promoters and Non-promoter Shareholders and the same is required to be appended with the Notice of the Meeting(s) ordered by Tribunal. This report of the Board is made in order to comply with the requirements of Section 232(2)(c) of Companies Act, 2013.
• iii. This report is made by the Board after perusing, inter alia, a) Scheme; b) This report is made by the Board after perusing, inter alia, a) Scheme; b) Memorandum of Association and Articles of Association of the Transferor Company 1, Transferor Company 2 and Transferee Company; c) Audited accounts of the Transferor Company 1, Transferor Company 2 and Transferee Company as on 31st March 2025 and Interim condensed unaudited financial statements of Transferor Company 1, Transferor Company 2 and Transferee Company as on 30th June, 2025; d) Valuation Report dated 13th February 2025 of CA Harsh Chandrakant Ruparelia (IBBI Registration No. IBBI/RV/05/2019/11106, an independent registered valuer and its recommendation of the share exchange ratio ("Share Exchange Ratio Report"); e) Pricing Certificate dated 06th August 2025 as required under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 prepared and submitted by A R C H and Associates., Chartered Accountants; f) Fairness Opinion dated 13th February 2025 issued by Serene Capital Private Limited, a SEBI registered Merchant Banker (SEBI Regn No. INM000013156), providing the Fairness Opinion on the Share Exchange Ratio Report of CA Harsh Chandrakant Ruparelia, registered valuer, on valuation of assets/shares of the Transferog

DHRANGADHRA TRADING COMPANY PRIVATE LIMITED CIN: U99999G H942PTC163556

REGISTERED OFFICE : Dhranqadhra, Surendranagar, GUJARAT - 363 310 HEAD OFFICE: 'Nirmal', 3^rd Floor, Nariman Point, Mumbai - 400 021

Companies and the Transferee Company and the fair share exchange ratio recommended; g) Pre and Post Shareholding Pattern of the Transferee Company, the Transferor Company 1 and Transferor Company 2, and all other relevant documents.

BOARD REPORT $\overline{2}$ .

Based on review of the Scheme and the above-mentioned documents, the Board has formed the opinion that:

i. Rationale of the Scheme:

Object and rationale for amalgamation of Transferor Company 1 and Transferor Company 2 with and into Transferee Company:

It is proposed to amalgamate the Transferor Company 1 and the Transferor Company 2 into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Company 1 and the Transferor Company 2 to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• The promoter group of the Transferee Company is desirous of ٠ streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company 1 and the Transferor Company 2 into the Transferee Company;
• The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company.;
• The promoter group's shareholding in the Transferee Company will remain unchanged pre- and post-amalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Company 1 and the Transferor Company 2 or the Promoter/Promoter Group of the Transferee Company;
• The shareholders of the Transferor Company 1 and the Transferor Company 2 shall indemnify and keep the Transferee Company

DHRANGADHRA TRADING COMPANY PRIVATE LIMITED CIN: U99999GJ1942PTC163556

REGISTERED OFFICE : Dhrangadhra, Surendranagar, GUJARAT - 363 310 HEAD OFFICE: 'Nirmal', 3^rd Floor, Nariman Point, Mumbai - 400 021

indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

• Accordingly, the Board of Directors of the respective Companies have formulated this Scheme for transfer and vesting of the Transferor Company 1 and the Transferor Company 2 with and into the Transferee Company pursuant to the provisions of Section 230-232 read with Section 66 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). The Scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the respective Companies and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the Scheme.
• ii. The Transferee Company, in compliance with SEBI Scheme Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23rd November. 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023, had forwarded copies of the Scheme along with requisite documents/annexures to BSE Limited and National Stock Exchange of India Limited on 05th March 2025. Observation letters / No-objection letters were received from BSE Limited and National Stock Exchange of India Limited on 13th and 14th August 2025.
• iii. The effect of the proposed Scheme on the stakeholders of the Transferor Company 1 would be as follows:

Effect of the Scheme on:

(a) Shareholders-Transferor Company 1 and Transferor Company 2 are part of the promoter group of the Transferee Company and holds 0.43% and 17.77% of total equity shares in the Transferee Company respectively.

Upon the Scheme becoming effective, equity shares held by Transferor Company 1 and Transferor Company 2 in the Transferee Company shall stand cancelled without any further application, act or deed.

Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 1 with and into the Transferee Company, the Transferee Company shall, without any

DHRANGADHRA TRADING COMPANY PRIVATE LIMITED CIN: U99999GJ1942PTC163556

REGISTERED OFFICE : Dhrangadhra, Surendranagar, GUJARAT - 363 310 HEAD OFFICE: 'Nirmal', 3^rd Floor, Nariman Point, Mumbai - 400 021

further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 1 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 1 in the Transferee Company in the following manner:

"12,80,500 fully paid equity shares of INR 2/- each of Transferee Company to be issued and allotted to the Equity Shareholders of Transferor Company 1, in proportion to their holdings in Transferor Company 1 in the event of amalgamation of Transferor Company 1 into Transferee Company"

• (b) Key managerial personnel (KMP) KMPs, if any, will continue to be the employees of Transferee Company, without any break or interruption in service as a result of the amalgamation of the Company with and into Transferee Company on effectiveness of the Scheme.
• (c) Directors Directors shall be ceased to be the Directors of the Company on effectiveness of the Scheme.
• (d) Promoters-Transferor Company 1 is part of the promoter group of the Transferee Company. Upon the Scheme becoming effective, Transferor Company 1 will cease to be a promoter of the Transferee Company. However, all the shareholders of Transferor Company 1, who are also part of the promoter group of the Transferee Company, directly hold shares in the Transferee Company and will continue to be classified as its promoters. On amalgamation, 12,80,500 fully paid equity shares of INR 2/- each of Transferee Company to be issued and allotted to the Equity Shareholders of Transferor Company 1, in proportion to their holdings in Transferor Company 1 in the event of amalgamation of Transferor Company 1 into Transferee Company. Thus, there will be no impact.
• (e) Non-promoter members There is no non-promoter shareholder in the Company. Thus, there will be no impact.
• (f) Creditors No arrangement or compromise with creditors, as the creditors will become the creditors of Transferee Company.
• (g) Employees of the Transferor Company 1 Employees, if any, will

DHRANGADHRA TRADING COMPANY PRIVATE LIMITED

CIN: U99999GJ1942PTC163556

REGISTERED OFFICE : Dhrangadhra, Surendranagar, GUJARAT - 363 310 HEAD OFFICE: 'Nirmal', 3^rd Floor, Nariman Point, Mumbai - 400 021

continue to be the Employees of Transferee Company, without any break or interruption in service on effectiveness of the Scheme.

iv. In the opinion of the Board, the said Scheme will be of advantage and beneficial to the Company, its Shareholders, Creditors and other Stakeholders and the terms thereof are fair and reasonable. It is for these reasons that the Board of Directors of the Company had approved the Scheme at their meeting held on 13th February 2025.

On behalf of the Board of Directors

Director: Romu Malkani DIN: 08482309

Place: Mumbai Date: 10/10/2025

Sahu Brothers Private Limited CIN: U65910GJ1949PTC163598 Balance Sheet as on 31st March 2025

			(Rs. in Hundred)
Particulars	Note No	31st March 2025 (Rs)	31st March 2024 (Rs)
I. EQUITY AND LIABILITIES
(1) Shareholder's funds
(a) Share capital	2.	9,74,559	9,73,080
(b) Surplus	3	24,20,847	23,68,436
(2) Non-current liabilities
(a) Long-term borrowings	4		44,750
(a) Deferred tax liability (net)	5
(3) Current liabilities (a) Trade payables
(A) total outstanding dues of micro enterprises	6
and small enterprises; and
(B) total outstanding dues of creditors other than
micro enterprises and small enterprises
(b) Other current liabilities	7	3,379	184
(c) Short-term provisions	g
Total II.Assets		33,98,785	33,86,449
(1) Non-current assets
(a) Property, plant and equipment and Intangible assets (i) Propert, plant and equipment	9
(b) Non-current investments	10	33,82,363	33,83,306
(c) Long term loans and advances	11		1,574
(2) Current assets
(a) Inventories	12
(b) Trade receivables	13
(c) Cash and cash equivalents	14	15,722	1,567
(d) Short-term loans and advances	15	700
Total Significant accounting policies		33,98,785	33,86,449

Notes referred to above form an integral part of the Financial Statements.

As per our report of even date For S. JAIN BOHRA & CO. For S. JAIN BOOD Mants IN BC ICAI F.R.No. 114855W MUR R. C. BOHRA

Countains M.No.: 073480 Date:- 1 8 AUG 2025 Place:- Mumbai

Ŷ3

For & On Behalf of the Board

Ashish Jain

Vivek Jain

DIN: 00502027

DIN: 00866676

Bakul Jain DIN: 00380256

Mudit Jain DIN: 00647298

Sahu Brothers Private Limited CIN: U65910GJ1949PTC163598

×

$\overline{\mathcal{L}}$

			(Rs. in Hundred)
Particulars	Note No.	2024-25 (Rs.)	2023-24 (Rs.)
Revenue from operations	16
Other income	17	789	1,58,263
Total Income		789	1,58,263
Expenses:
Cost of materials consumed	18
Changes in inventories of finished goods, work-in-
progress and Stock-in-Trade	19
Employee benefit expense	20
Financial costs	21
Depreciation and amortisation cost	22
Other expenses	23	21,514	1,050
Total expenses		21,514	1,050
Profit before tax		(20, 725)	1,57,213
Excess/short prov of tax (earlier year)		383	105
Assets Written off		2
Tax expense:
(1) Current tax
(2) Deferred tax	5
Profit from the period		(21, 110)	1,57,108
Profit/(Loss) for the period		(21, 110)
			1,57,108
Earning per equity share:	24
Face value per equity shares Rs.10/- fully paid up.
$(1)$ Basic		(2.17)	16.15
(2) Diluted		(2.17)	16.15

Statement of Profit and Loss for the period ended 31st March, 2025

Notes referred to above form an integral part of the Financial Statements.

As per our report of even date For & On Behalf of the Board For S. JAIN BOHRA & CO. Chartered Accountants N 80 MUMBA c ۰ ABehr Ashish Jain Bakul Jain DIN: 00866676 DIN: 00380256 R. C. BOHRA M.No.: 073480 POLICIES Date:- 1 8 AUG 20 Place:- Mumbai Vivek Jain Mudit Jain DIN: 00502027 DIN: 00647298

		(Ks. in Hundred )
Particulars	For the Year ended March 31, 2025	For the year ended March 31, 2024
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax and extraordinary items	(21, 110)	1,57,108
Adjustments for:
Depreciation and amortisation expense
(Profit) / Loss on sale of fixed assets
(Profit) / Loss on redemption of investments
Interest and other income on investments		(1, 58, 263)
Interest expenses
Appropriation of profits		۰
Operating profit / (loss) before working capital changes	(21, 110)	(1, 155)
Changes in working capital:
Increase / (Decrease) in trade payable
Increase / (Decrease) in long term borrowing	(44, 750)	(25,000)
Increase / (Decrease) in short term borrowing
Increase / (Decrease) in provisions
Increase / (Decrease) in deferred tax liabilities
Increase / (Decrease) in other current liabilities	3,196	(89)
(Increase) / Decrease in short term loan and advances	(698)
(Increase) / Decrease in long term loan and advances	1,574	20,607
(Increase) / Decrease in trade receivables
(Increase) / Decrease in inventories
CASH FLOW FROM / (USED IN) OPERATING ACTIVITIES	(40, 678) (61,788)	(4, 482)
Less: Taxes paid		(5, 637)
NET CASH FLOW FROM / (USED IN) OPERATING ACTIVITIES	(61,788)	(5,637)
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of tangible / intangible assets
Sale of tangible / intangible assets
(Increase) / Decrease in long term loan and advances
(Increase) / Decrease in non current investments
(Profit)/Loss on redemption of investments	943
Investment in fixed deposits
Dividend/ bank interest received		1,58,263
NET CASH FLOW FROM / (USED IN) INVESTING ACTIVITIES	943	1,58,263
C. CASH FLOW FROM FINANCING ACTIVITIES
Interest expenses
Funds borrowed
Dividend paid		(1, 55, 693)
Isuue of shares at premium	75,000
NET CASH FLOW FROM / (USED IN) FINANCING ACTIVITIES	75,000	(1, 55, 693)
NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C)	14,155	(3.067)
Cash and Cash equivalents at beginning period (Refer Note 14)	1,567	4,634
Cash and Cash equivalents at end of period (Refer Note 14)	15,722	1,567
D. Cash and Cash equivalents comprise of
Cash on hand	22	22
Balances with banks
In current accounts	15,700	1,546
Total	15,722	1,567
This Cash Flow Statement has been prepared as per "Indirect Method" as prescribed by Accounting Standard -3 (revised) "Cash
Flow Statements"
As per our report of even date	For & On Behalf of the Board
For S. JAIN BOHRA & CO
For S. JAIN BOHRA & CONN BOHR
ICAI F.R.No. 114855W
MUAID.	Ashish Jain	Bakul Jain
	DIN: 00866676	DIN: 00380256
R. C. BOHRA
M.No.: 073480
Date:- $1 \ 8 \ 400$
Place:- Mumbai	Vixek Jain	Mudit Jain

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2025

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

1. SYSTEM OF ACCOUNTING

i. The Company follows the mercantile system of accounting and recognizes income and expenditure on accrual basis except for Interim dividend income and wealth tax expenses which are accounted for on cash basis.

ii. Financial statements are prepared on historical cost basis and as a going concern.

$2.$ INVESTMENTS

Investments (Shares in DCW) are core investments being long term and stated at cost. The number of bonus shares received is added to the number of existing shares wherever appropriate, without attributing any cost.

$3.$ REVENUE RECOGNITION

Interim dividend from investments are recognized on cash basis. Interest Income is accounted on time proportion basis.

Sahu Brothers Private Limited
CIN: U65910GJ1949PTC163598 Notes Forming Part of Balance Sheet

Note 2 :- Share capital		(Rs. in Hundred)
Particulars	31st March 2025 (Rs)	31st March 2024 (Rs)
Authorised share capital 10.00.000 Equity shares of Rs 100 each ( P.Y. 10,00,000 equity shares of Rs 100 each)	10,00,00,000	10,00,00,000
Issued, subscribed & paid-up share capital 974,559 equity shares of Rs 100/- each fully paid up ( P.Y. 973,080 equity shares of Rs 100/- each fully paid up)	9,74,559	9,73,080
Share holding pattern and details Shareholder more than 5 % holding (No.of shares/%) PAULOMI BAKUL JAIN ASHISH JAIN BAKUL JAIN DURGAVATI JAIN VIVEK JAIN Jt. MEETA JAIN MUDIT JAIN VARSHA JAIN	80292 (8.24%) 306987 (31.50%) 75715 (7.77%) 90475 (9.28%) 183610 (18.84%) 121788 $(12.50\%)$ 64145 (6.58%)	80170 $(8.24\%)$ 279858 (28.76%) 75600 (7.77% 90338 (9.28% 156344 (16.07%) 175247 (18.01%) 64048 (6.58%)
Total share capital	9,74,559	9.73.080

Note 2.1 : Reconciliation of number of shares outstanding is set out below:

Particulars	31st March 2025 (Rs)	31st March 2024 (Rs)
Equity shares at the beginning of the year Add: Shares issued during the current financial year	973080 1.479	973080
Equity shares at the end of the year	974559	973080

Note 2.2 : The Company has only one class of equity shares. Each holder of equity shares is entitled to one vote per share.
Note 2.3 : There is no fresh issue or buyback of shares during the year.
Note 2.4 : There is no ch

	Shares held by promoters at 31st March 2025			% Change during the
Sr. No.	Promoter Name	No. of Shares**	% of total shares**	year***
	PAULOMI BAKUL JAIN	80292	8.24%
2	ASHISH JAIN	306987	31.50%	$+2.74%$
3	BAKUL JAIN	75715	7.77%
4	DURGAVATI JAIN	90475	9.28%
6	VIVEK JAIN Jt. MEETA JAIN	183610	18.84%	$+2.77%$
$\overline{ }$	MUDIT JAIN	121788	12.50%	$-5.51$
B	CASHCO HOLDING PVT. LTD.	3755	0.39%
$\mathbf{9}$	DURGAWATI JAIN Jt. BAKUL JAIN	30046	3.08%
10	SAHU CYLINDERS & UDYOG PVT LTD	3981	0.41%
11	MEETA JAIN Jt. VIVEK JAIN	10015	1.03%
12	FLORIDA HOLDINGS AND TRADING PVT LTD	3750	0.38%
13	VARSHA JAIN	64145	6.58%
	Total	974559	100.00%	0.00%

	Shares held by promoters at 31st March 2024			% Change during the
Sr. No.	Promoter Name	No. of Shares**	% of total shares**	year***
	PAULOMI BAKUL JAIN	80170	8.24%
$\overline{2}$	ASHISH JAIN	279858	28.76%
з	BAKUL JAIN	75600	7.77%
4	DURGAVATI JAIN	90338	9.28%
6	VIVEK JAIN JI, MEETA JAIN	156344	16.07%
	MUDIT JAIN	175247	18.01%
8	CASHCO HOLDING PVT. LTD.	3750	0.39%
ø	DURGAWATI JAIN Jt. BAKUL JAIN	30000	3.08%
10	SAHU CYLINDERS & UDYOG PVT LTD	3975	0.41%
11	MEETA JAIN Jt. VIVEK JAIN	10000	1.03%
12	FLORIDA HOLDINGS AND TRADING PVT LTD	3750	0.39%
13	VARSHA JAIN	64048	6.58%
	Total	973080	100.80%

Note 3: Surplus		(Rs. in Hundred)
Particulars	31st March 2025 (Rs)	31st March 2024 (Rs)
Capital Reserves At the beginning and at the end of the year	29,580	29,580
Share Premium Account At the beginning of the year Add : During the Year At the end of the year	1,80,648 73,521 2,54,169	1,80,648 1,80,648
General Reserves At the beginning and at the end of the year	4,11,288	4,11,288
Surplus Opening balance Add:- Profit for the year Less :- Dividend Paid	17,46,919 (21, 110)	17,45,504 1,57,108 1,55,693
Total	17,25,810	17,46,919
Total	24,20,847	23.68.436

Note 4 : Long term borrowings		(Rs. in Hundrey
Particulars	31st March 2025 (Rs)	31st March 2024 (Rs)
Loans and advances from related parties: JAIN SAHU BROTHERS PROPERTIES PVT LTD	×.	44.2
TOTAL

Note 5: Deferred tax liability		(Rs. in Hundred)
Particulars	31st March 2025 (Rs)	31st March 2024 (Rs)
Opening balance
Total reversible timing difference in books maintained as per Companies Act 2013 Depreciation as per Companies Act 2013
Total reversible timing difference in books maintained as per Income Tax Act 1961 Depreciation as per Income Tax Act 1961
Net reversible timing difference (1) - (2)
Deferred tax asset recognised for the year
Add : Deferred tax income/(expense)
Total

	Note 6 . Trade novables

Note 6 : Trade payables		(Rs. in Hundred)
Particulars	31st March 2025 (Rs)	31st March 2024 (Rs)
Total outstanding dues of micro enterprises and small enterprises
Total outstanding dues of creditors other than micro enterprises and small enterprises
Total	$\sim$

Note 7 : Other Current Liabilities		(Rs. in Hundred)
Particulars	31st March 2025 (Rs)	31st March 2024 (Rs)
Statutory Dues: TDS on Professional Fees Other Dues: Audit Fees Pavable Professional Fees Payable Total	1,750 283 1,346 OHR 3,379	21 142 21 184
Note 8 : Short Term Provisions		(Rs. in Hundred)
Particulars Un	31st March 2025 Superintent (Rs)	31st March 2024 (KRs)
۰ Provision for income tax	$\sim$
Total		÷
		WAV

Tangible Assets		Gross Block					Accumulated Depreciation			Net Block
Details of Assets	As On 01st April, 2024	Additions	Deductions	Total	As On O1st April, 2024	As on 31st March, 2025	Deductions	As on 31st March, 2025	March, 2025 As on 31st	March, 2024 As At 31st
TANGIBLE ASSETS
Electrical installations				¥				ä	ŧ	ŧ
Plant & machinery				î,				٠	۶	×
Computers				¥.					ł,	ĩ
Telephone system				$\epsilon$					$\ddot{\gamma}$	ı
Office cauipments				ŧ					$\ddot{\phantom{0}}$
Furniture & fixtures				×				ï	ł
Air conditioners				×					ł
Factory building				۰					k	×
Vehicles								ï	×
	ł	ŧ		ł	1	ł	×	۱	٠
INTANGIBLE ASSETS
Software development		$\,$	k		,			٠	k ŧ
Figures of previous year Total	ı	×	×			š
Additional Regulatory Information			5.34h		CARO 3(I)(c) Not Applicable		cro. Ę Walter
		MUMP Chaneu	BOHRA			se!

$\,$ 1	DCW Limited (52459860 Equity shares of Rs. 2 each fully paid up)		33,82,363	33,62,363
1 2	Investment in Shares - Unquoted* Charmichael Shikharkuni Co-op Hsq. Soc ( 5 Equity shares of Rs. 50 each fully paid up) DCW Pigments (9400 Equity shares of Rs. 10 each fully paid up)		$\omega$	з 940
	Debt based mutual fund
	Total		33,82,363	33, 83, 306
	All above investments are carried at cost
	10.1 Other disclosures
(a)	Aggregate cost of quoted investment Aggregate market value of quoted investments		33,82,363 4,07,82,295	33,82,363 2,69,64,368
(b) (c)	Aggregate amount of unquoted investments Aggregate provision for diminution in value of investment.			943
	Note 11 : Long term loans and advances			(Rs. in Hundred)
Sr. No.	Particulars		31st March 2025 (Rs)	31st March 2024 (Rs)
I)	Security deposit a) Unsecured, considered good
m	Other loans & advances			1,574
	Tax Deducted at Source A.Y. 2023-24 Total			1,574
	Note 12 : Inventories*			(Rs. in Hundred)
Sr. No.	Particulars		31st March 2025 (Rs)	31st March 2024 (Rs)
1 2 3	Finished goods Semi finished goods Raw material
4	Stores & packing *Valued at lower of cost and net realizable value
	Total
	Note 13 : Trade receivables			(Rs. in Hundred)
Sr. No.	Particulars		31st March 2025	31st March 2024
			(Rs)	(Rs)
1 $\bar{z}$	Outstanding for more than six months a) Secured, considered good. b) Unsecured, considered good c) Doubtful Others a) Secured, considered good b) Unsecured, considered good c) Doubtful
	Total
	Trade Receivables ageing schedule :		Not Applicable
	Note 14: Cash and bank balances			(Rs. in Hundred) 31st March 2024
Sr. No.	Particulars		31st March 2025 (Rs)	(Rs)
1	Cash and cash equivalent		22	22
	Sub total (A)		22	22
$\overline{\mathbf{z}}$	Bank balances - current accounts Oriental Bank of Commerce Punjab National Bank		126 2,338 13,236	138 1,408
	Axis Bank	Sub total (B)	15,700	1,546
			15,722	1,567
	Total $[A + B]$ BOHRA
Sr. No.	Note 15 : Short terms loans and advances S Particulars		31st March 2025 (Rs)	(Rs. in Hundred ) 31st March 2024 (Rs)
1 2	m MANIBA Others ٠ TDS RECEIVABLE		700	2
	Total		700	$\overline{\mathbf{z}}$

Sahu Brothers Private Limited

CIN: U65910GJ1949PTC163598

Notes Forming Part of Statement of Profit & Loss

	Note 16 : Revenue from operations		(Rs. in Hundred)
Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
	Sales of products Sale of services
	Other operating revenues -
	Sales are net of Goods & Service Tax (GST)
	Total	۰

Note 17 · Other income

$\gamma_{\rm c}$

	Note 17 : Other income		(Rs. in Hundred)
Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
$\frac{2}{3}$	Dividend Received Interest on ITR Refund Profit on sale of shares (surender of shares to society)	2 42 748	1,57,382 881
	Total	789	1.58.263

	Note 18 : Cost of material consumed		(Rs. in Hundred)
Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
	Cost of materials consumed:
	Total

Note 19 : Change in inventories

	Note 19 : Change in inventories			(Rs. in Hundred)
Sr. No.	Particulars		2024-25 (Rs.)	2023-24 (Rs.)
$\mathbf{1}$	Change in inventories of finished goods
	Opening stock Closing stock		$\sim$ $\sim$
		Sub total (a)	$\sim$
$\overline{2}$	Changes in inventories of work-in-progress
	Opening stock Closing stock		$\equiv$ $\sim$
		Sub total (b)	$\sim$
	Total

Note 20 : Employment benefit expenses

Sr. No.	STATISTICS	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
	Total

(Rs. in Hundred)

Note 21 : Financial cost			(Rs. in Hundred)
Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
Total		$\blacksquare$

Note 22 : Depreciation and amortised cost

Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
	Total		$\blacksquare$

Note 23 : Other expenses

	Note 23 : Other expenses		(Rs. in Hundred)
Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
	Miscelleanous expenses	21,089	909
	Auditor's remuneration	425	142
	Total	21,514	1,050

(Rs. in Hundred) 23.1 Miscelleanous expenses Sr. 2024-25 2023-24 Particulars $(Rs.)$ $(Rs.)$ No. 57 Bank Charges $\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\over$ $\,$ 1 25 $\overline{2}$ Demat Charges 11 25 $\overline{3}$ Filing Fees 61 208 $\sqrt{4}$ Professional Fees 3,843 573 5 Depository Service Charges 650 $\sqrt{6}$ Prior Period Expenses $21$ $\overline{\phantom{a}}$ $\overline{2}$ $\overline{7}$ Sevice Charges a, 7,080 $^{\rm 8}$ Consultancy fees à. SEBI, NSE & BSE CHARGES $\overline{9}$ 9,440 21,089 909 Total

	23.2 Auditor's remuneration		(Rs. in Hundred)
Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
	1 Audit Fees	425	142
	Total	425	142

23.3 Corporate social responsibility (CSR) Relevant CARO 2020 3(xx)

Not Applicable

(Rs. in Hundred)

Note 24 : Earning per share

Sr. No.	Particulars	2024-25 (Rs.)	2023-24 (Rs.)
ı	Net profit after tax	(21, 110)	1,57,108
$\overline{2}$	Weighted average number of equity shares	9,74,559	9,73,080
	Earning per share (face value of Rs.10/-fully paid)	(2.17)	16.15

D

HRA Tered P

Additional Regulatory Info

	(i) Title deeds of Immovable Property not held in name of the Company
(III)	Where the Company has revalued its Property, Plant and Equipment, the company shall disclose as to whether	NA
	the revaluation is based on the valuation by a registered valuer as defined under rule 2 of the Companies Registered Valuers and Valuation) Rules, 2017	NA
	(iii) Following disclosures shall be made where Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are:
		NA
$(iv)$ &
(v)	Capital-Work-in Progress (CWIP) / Intangible assets under development (ITAUD)
ľví)	Details of Benami Property held
	Where the Company has borrowings from banks or financial institutions on the basis of security of current	NA
(vii)	assets, it shall disclose the following:-	NA
	(viii) Wilful Defaulter*
		NA.
	(ix) Relationship with struck off companies	NA
(x)	Registration of charges or satisfaction with Registrar of Companies
		NA.
(xa)	Compliance with number of layers of companies	NA

(xii) Following Ratios to be disclosed:-	2024-25	2023-24	Reason
(a) Current Ratio.	4.86	0.52	Decrease in Current Liabilities
(b) Debt-Equity Ratio,	0.000	0.01	Decrease in LT Borrowing
(c) Debt Service Coverage Ratio,	NA.	4.70
(d) Return on Equity Ratio,	NA	NA
(e) Inventory turnover ratio.	NA	NA
(f) Trade Receivables tumover ratio.	NA	NA
(g) Trade payables turnover ratio,	NA.	NA
(h) Net capital turnover ratio,	NA	NA
(i) Net profit ratio.	NA	NA
(i) Return on Capital employed,	$-0.62%$	4.70%	Loss During the Year
(k) Return on investment	0.02%	4.65%	ower investment income.

The company shall explain the items included in numerator and denominator for computing the above ratios. Further explanation shall be provided for any change in the ratio by more than 25% as compared to the preceding year.

(xiii) Compliance with approved Schome(s) of Arrangements

(xiv) Utilisation of Borrowed funds and share premium:

$\geq 3$

Utilisation of Boss.
As per our Report of Even Date + 5.
For S. JAIN BOHRA & Creater + 5.
Chartered Accountants (2018) $\overline{s}$ PARTNER M. No.: 073480
Date : 1 8 /
Place : Mumbai C ä AUG

NA

NA

FOR AND ON BEHALF OF THE BOARD

Ashish Jain DIN: 00866676

Bakul Jain DIN: 00380256

Midi

Vivok Jain
DIN: 00502027

Mudit Jain DIN: 00647298

Annexure 7B

Sahu Brothers Private Limited
CIN: U65910GJ1949PTC163598 Provisional Balance Sheet as on 30th June, 2025

			(Amount in Rs.)
Particulars	Note No	30th June 2025 (Rs)	31st March 2025 (Rs)
I. EQUITY AND LIABILITIES
(1) Shareholder's funds
(a) Share capital	2	9,74,55,900	9,74,55,900
(b) Surplus	3	24, 11, 37, 827	24, 20, 84, 703
(2) Non-current liabilities
(a) Long-term borrowings	4
(a) Deferred tax liability (net)	5
(3) Current liabilities
(a) Trade payables	6
(A) total outstanding dues of micro enterprises
and small enterprises; and
(B) total outstanding dues of creditors other than
micro enterprises and small enterprises
(b) Other current liabilities	7	14,160	3,37,920
(c) Short-term provisions	$\mathbf{R}$
Total		33,86,07,887	33,98,78,523
II.Assets
(1) Non-current assets
(a) Property, plant and equipment and Intangible assets	g
(i) Propert, plant and equipment
(b) Non-current investments	10	33,82,36,323	33,82,36,323
(c) Long term loans and advances	11
(2) Current assets
(a) Inventories	12
(b) Trade receivables	13
(c) Cash and cash equivalents	14	3.01.564	15,72,200
(d) Short-term loans and advances	15	70,000	70,000
Total		33,86,07,887	33,98,78,523

u.

Significant accounting policies
Notes referred to above form an integral part of the Financial Statements.

Ashish Jain Bakul Jain $DIN: 00866676$ DIN: 00380256 Vivek Jain Mudit Jain DIN: 00502027 DIN: 00647298

For & On Behalf of the Board

Sahu Brothers Private Limited

CIN: U65910GJ1949PTC163598

Provisional Statement of Profit and Loss for the period ended 30th June, 2025

		(Amount in Rs.)
Note No.	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
17		78,923
	۰	78,923
18
19
20
21
22
23	9,46,876	21,51,405
	9,46,876	21,51,405
	(9, 46, 876)	(20, 72, 482)
		38,253 225
5	œ
	(9, 46, 876)	(21, 10, 960)
	(9, 46, 876)	(21, 10, 960)
	16

Notes referred to above form an integral part of the Financial Statements.

For & On Behalf of the Board Ashish Jain Bakul Jain DIN: 00866676 DIN: 00380256 Vivek Jain Mudit Jain DIN 00502027 DIN: 00647298

172

Sahu Brothers Private Limited
CIN : U65910MH1949PTC171181
Notes Forming Part of Balance Sheet

Note 2 :- Share capital		Amount in Rs.)
Particulars	30th June 2025 (Rs)	31st March 2025 (Rs)
Authorised share capital 10,00,000 Equity shares of Rs 100 each ( P.Y. 10.00.000 equity shares of Rs 100 each)	10,00,00,000	10,00,00,000
Issued, subscribed & paid-up share capital 974.559 equity shares of Rs 100/- each fully paid up ( P.Y. 973.080 equity shares of Rs 100/- each fully paid up)	9.74.55.900	9,74,55,900
Share holding pattern and details Shareholder more than 5 % holding (No.of shares/%) PAULOMI BAKUL JAIN ASHISH JAIN BAKUL JAIN DURGAVATI JAIN VIVEK JAIN Jt. MEETA JAIN MUDIT JAIN VARSHA JAIN	8,24% 80292 306987 (31.50%) (7.77%) 75715 9.28% 90475 (18.84%) 183610 $(12.50\%)$ 121788 (6.58%) 64145	80292 $(8.24\%)$ $(31.50\%)$ 306987 (7.77%) 75715 $9.28%$ ) 90475 (18.84%) 183610 $(12.50\%)$ 121788 64145 (6.58%)
Total share capital	9,74,55,900	9,74,55,900

Note 2.1 : Reconciliation of number of shares outstanding is set out below:

Particulars	30th June 2025 (Rs)	31st March 2025 (Re)
Equity shares at the beginning of the year Add: Shares issued during the current financial year	97455900	97308000 1.47,900
Equity shares at the end of the year	97455900	97455900

Note 2.2 : The Company has only one class of equity shares. Each holder of equity shares is entitled to one vote per share.
Note 2.3 : There is no fresh issue or buyback of shares during the year.
Note 2.4 : There is no ch

$\mathcal{E}$

	Shares held by promoters at 30 June 2025			% Change during the
Sr. No.	Promoter Name	No. of Shares**	% of total shares**	vear***
ı	PAULOMI BAKUL JAIN	80292	8.24%
$\overline{z}$	ASHISH JAIN	306987	31.50%
3	BAKUL JAIN	75715	7.77%
4	DURGAVATI JAIN	90475	9.28%
6	VIVEK JAIN Jt. MEETA JAIN	183610	18.84%
7	MUDIT JAIN	121788	12.50%
8	CASHCO HOLDING PVT, LTD.	3755	0.39%
9	DURGAWATI JAIN Jt. BAKUL JAIN	30046	3.08%
10	SAHU CYLINDERS & UDYOG PVT LTD	3981	0.41%
11	MEETA JAIN Jt. VIVEK JAIN	10015	1.03%
12	FLORIDA HOLDINGS AND TRADING PVT LTD	3750	0.38%
13	VARSHA JAIN	64145	6.58%
	Total	974559	100.00%	0.00%

	Shares held by promoters at 31st March 2025			% Change during the
Sr. No.	Promoter Name	No. of Shares**	% of total shares**	year***
	PAULOMI BAKUL JAIN	80292	8.24%
	ASHISH JAIN	306987	31.50%	$+2.74%$
	BAKUL JAIN	75715	7.77%
4	DURGAVATI JAIN	90475	9.28%
6	VIVEK JAIN Jt. MEETA JAIN	183610	18.84%	$+2.77%$
	MUDIT JAIN	121788	12.50%	$-5.51$
	CASHCO HOLDING PVT. LTD.	3755	0.39%
۰	DURGAWATI JAIN Jt. BAKUL JAIN	30046	3.08%
10	SAHU CYLINDERS & UDYOG PVT LTD	3981	0.41%
11	MEETA JAIN Jt. VIVEK JAIN	10015	1.03%
12	FLORIDA HOLDINGS AND TRADING PVT LTD	3750	0.38%
13	VARSHA JAIN	64145	6.58%
	Tokak	G7ACCO	300.00%	O ODSS

Note 3: Surplus		(Amount in Rs.)
Particulars	30th June 2025 (Rs)	31st March 2025 (Rs)
Capital Reserves At the beginning and at the end of the year	29,58,028	29,58,028
Share Premium Account At the beginning of the year Add : During the Year At the end of the year.	2,54,16,909 2,54,16,909	1,80,64,800 73,52,109 2,54,16,909
General Reserves At the beginning and at the end of the year	4,11,28,781	4,11,28,781
Surplus Opening balance Add:- Profit for the year. Less :- Dividend Paid	17,25,80,985 (9,46,876)	17,46,91,94 (21, 10, 960)
Total	17, 16, 34, 109	17,25,80,985
Total	24, 11, 37, 827	24, 20, 84, 703

Note 4 : Long term borrowings		(Amount in Rs.)
Particulars	30th June 2025 (Rs)	31st March 2025 (Rs)
Loans and advances from related parties:
TOTAL

Note 5: Deferred tax liability		(Amount in Rs.)
Particulars	30th June 2025 (Rs)	31st March 2025 (Rs)
Opening balance
Total reversible timing difference in books maintained as per Companies Act 2013 Depreciation as per Companies Act 2013
Total reversible timing difference in books maintained as per Income Tax Act 1961 Depreciation as per Income Tax Act 1961
Net reversible timing difference $(1) - (2)$
Deferred tax asset recognised for the year
Add: Deferred tax income/(expense)
Total

Note 6 : Trade pavables

$\tilde{\chi}^{(\pm)}$

Note 6 : Trade payables		(Amount in Rs.)
Particulars	30th June 2025 (Rs)	31st March 2025 (Rs)
Total outstanding dues of micro enterprises and small enterprises
Total outstanding dues of creditors other than micro enterprises and small enterprises
Total	٠

Trade Payables ageing schedule: Not Applicable

Note 7 : Other Current Lishilities

Note 7: Other Current Liabilities		(Amount in Rs.)
Particulars	30th June 2025 (Rs)	31st March 2025 (Rs)
Statutory Dues: TDS on Professional Fees		1,75,000
Other Dues: Audit Fees Payable (provision for expenses) Professional Fees Payable	14,160	28,320 1,34,600
Total	14,160	3,37,920

Note 8 : Chart Term Provisions

Particulars	30th June 2025 (Rs)	(Amount in Rs.) 31st March 2025 (Rs)
Provision for income tax
Total	$\blacksquare$

Tangible Assets										Concert of the first contract Net Block
		Gross Block				Accumulated Depreciation
Details of Assets	As On 01st April, 2025	Additions	Deductions	Total	As On 01st April, 2025	As on 30th June, 2025	Deductions	As on 30th June, 2025	As on 30th June, 2025	As At 31st March, 2024
TANGIBLE ASSETS
Electrical installations				ó					k
Plant & machinery				×					×	¥,
Computers				$\theta$					ŝ	×
Telephone system				$\theta$						ł
Office equipments				ł					ü	ł
Furniture & fixtures				ł					t
Air conditioners				ł					š
Factory building				٠					ŧ	ì
Vehicles				$\delta$					ŧ
INTANGIBLE ASSETS	š	×		ı	1	ł	۱	î	ı	ı
Software development		ł	,			٠		ı
Total	٠	ŧ		ı		k	۱		1
Figures of previous year
Additional Regulatory Information					CARO 3(I)(c) Not Applicable	91		$\times$

Sr. No.	Particulars	30th June 2025	(Amount in Rs.) 31st March 2025
	Quoted investments	(Rs)	(Rs)
$1^{\circ}$	Investment in Equity Shares - Quoted* DCW Limited (52459860 Equity shares of Rs, 2 each fully paid up)	33,82,36,323	33, 82, 36, 323
	Investment in Shares - Unquoted*
1 $\overline{2}$	Charmichael Shikharkuni Co-op Hsg. Soc ( 5 Equity shares of Rs. 50 each fully paid up) DCW Pigments (9400 Equity shares of Rs. 10 each fully paid up)
	Debt based mutual fund
	Total	33, 82, 36, 323	33, 82, 36, 323
	All above investments are carried at cost 10.1 Other disclosures
(a)	Aggregate cost of quoted investment	33, 82, 36, 323	33.82.36.323
(b)	Aggregate market value of quoted investments Accregate amount of unquoted investments	4,39,92,83,860	4,07,82,29,516
(c)	Aggregate provision for diminution in value of investment
	Note 11 : Long term loans and advances
Sr. No.	Particulars	30th June 2025	(Amount in Rs.) 31st March 2025
		(Rs)	(Rs)
I)	Security deposit a) Unsecured, considered good
11)	Other loans & advances Tax Deducted at Source A.Y. 2023-24 Total
Sr. No.	Note 12 : Inventories*	30th June 2025	(Amount in Rs.) 31st March 2025
	Particulars	(Rs)	(Rs)
1 2 з ă	Finished goods Semi finished goods Raw material Stores & packing
	*Valued at lower of cost and net realizable value
	Total
	Note 13 : Trade receivables		(Amount in Rs.)
Sr. No.	Particulars	30th June 2025	31st March 2025
$\mathbf{1}$ z	Outstanding for more than six months a) Secured, considered good b) Unsecured, considered good c) Doubtful Others a) Secured, considered good b) Unsecured, considered good c) Doubtful	(Rs)	(Rs)
	Total
	Trade Receivables ageing schedule :	Not Applicable
	Note 14 : Cash and bank balances	30th June 2025	(Amount in Rs.) 31st March 2025
Sr. No.	Particulars	(Rs)	(Rs)
1	Cash and cash equivalent	2,162	2,162
	Sub total (A)	2,162	2,162
2	Bank balances - current accounts Oriental Bank of Commerce Punjab National Bank Axis Bank	12,615 1,17,828 1,68,959	12,615 2,33,814 13,23,609
	Sub total (B)	2,99,402	15,70,038
	Total $[A + B]$	3,01,564	15,72,200
	Note 15: Short terms loans and advances		(Amount in Rs.)
Sr. No.	Particulars	30th June 2025 (Rs)	31st March 2025
1 x. 2	Others TDS Receivable	70,000	(Rs) 70,000

Sahu Brothers Private Limited CIN: U65910MH1949PTC171181

Notes Forming Part of Statement of Profit & Loss

	Note 16: Revenue from operations		(Amount in Rs.)
Sr. No.	Particulars	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
$\frac{2}{3}$	Sales of products Sale of services Other operating revenues - Sales are net of Goods & Service Tax (GST)
	Total	۰

Note 17 : Other income

	Note 17 : Other income		(Amount in Rs.)
Sr. No.	Particulars	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
2	Interest on ITR Refund Profit on sale of shares (surender of shares to society)	海岸 $\sim$	4,173 74,750
	Total	۰	78,923

Note 18 : Cost of material consumed

			-----------
Sr. No.	Particulars	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
1	Cost of materials consumed:
	Total	$\overline{\phantom{a}}$

Note 19 : Change in inventories

01/04/2025 to 2024-25 Sr. 30/06/2025 Particulars No. $(Rs.)$ $(Rs.)$ Change in inventories of finished goods $\mathbf{1}$ Opening stock i, Closing stock ä, Sub total (a) Changes in inventories of work-in-progress $\overline{2}$ Opening stock ù, Closing stock i. × Sub total (b) w. ×, Total ä, ¥,

Note 20 : Employment benefit expenses

Sr. No.	Particulars	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
	Total	۰

(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)

$\mathcal{L}^{\mathcal{A}}$ $\sim$ $\sim$

	Note 21 : Financial cost		(Amount in Rs.)
Sr. No.	Particulars	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
	Total	$\blacksquare$

Note 22 : Depreciation and amortised cost

Sr. No. .	10 HAM 전화 DHI SATURAL NG 2010 XXX XXXX SATURA DA YA MARA 2011, A SATURAT A CHILIAN A SA MARA Particulars 내 사진에서 장난 경기 시키 중요 사람이 있다.	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
	Total	$\,$

	Note 23 : Other expenses		(Amount in Rs.)
Sr. No.	Particulars	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
	Miscelleanous expenses	9,46,876	21,08,925
	Auditor's remuneration		42,480
	Total	9,46,876	21,51,405

23.1 Miscelleanous expenses

23.1 Miscelleanous expenses			(Amount in Rs.)
Sr. No.	Particulars	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
	Bank Charges	86	256
	Demat Charges		1,062
$\frac{2}{3}$	Filing Fees		6,112
4	Professional Fees	2,95,000	3,84,250
	Depository Service Charges	59,000	65,032
567	Prior Period Expenses
	Sevice Charges		213
$\frac{8}{9}$	Consultancy fees		7,08,000
	SEBI, NSE & BSE CHARGES	5,90,000	9,44,000
10	Int on late payment of TDS	1,840
11	General Charges	950
	Total	9,46,876	21,08,925

	23.2 Auditor's remuneration		(Amount in Rs.)
Sr. No.	Particulars	01/04/2025 to 30/06/2025 (Rs.)	2024-25 (Rs.)
	1 Audit Fees		42,480
	Total		42,480

23.3 Corporate social responsibility (CSR) Relevant CARO 2020 3(xx)

Not Applicable

(Amount in Rs.)

SAHU BROTHERS PRIVATE LIMITED

CIN: U65910GJ1949PTC163598 REGISTERED OFFICE: Dhrangadhra, Surendranagar, Gujarat - 363 310 HEAD OFFICE: 'Nirmal', 3rd Floor, Nariman Point, Mumbai - 400 021

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF SAHU BROTHERS PRIVATE LIMITED ("TRANSFEROR COMPANY 2" OR "THE COMPANY") ON THE SCHEME OF AMALGAMATION PURSUANT TO THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013.

1. Background:

• i. The Board of Directors ('Board') of Sahu Brothers Private Limited at its meeting held on 13th February 2025 considered and recommended the Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1") and Sahu Brothers Private Limited ("Transferor Company 2") with and into DCW Limited ("Transferee Company") and their respective shareholders under Sections 230-232 read with Section 66 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 ("Scheme").
• ii. The provisions of Section 232(2)(c) of Companies Act, 2013 requires the Board of Directors to adopt a report explaining the effect of the Scheme on each class of Shareholders, Key Managerial Personnel, Promoters and Non-promoter Shareholders and the same is required to be appended with the Notice of the Meeting(s) ordered by Tribunal. This report of the Board is made in order to comply with the requirements of Section 232(2)(c) of Companies Act, 2013.
• iii. This report is made by the Board after perusing, inter alia, a) Scheme; b) This report is made by the Board after perusing, inter alia, a) Scheme; b) Memorandum of Association and Articles of Association of the Transferor Company 1, Transferor Company 2 and Transferee Company; c) Audited accounts of the Transferor Company 1, Transferor Company 2 and Transferee Company as on 31st March 2025 and Interim condensed unaudited financial statements of

CIN: U65910GJ1949PTC163598 REGISTERED OFFICE : Dhrangadhra, Surendranagar, Gujarat - 363 310 HEAD OFFICE: 'Nirmal', 3^rd Floor, Nariman Point, Mumbai - 400 021

Transferor Company 1, Transferor Company 2 and Transferee Company as iv. on 30th June, 2025; d) Valuation Report dated 13th February 2025 of CA Harsh Chandrakant Ruparelia $(IBB)$ Registration No. IBBI/RV/05/2019/11106, an independent registered valuer and its recommendation of the share exchange ratio ("Share Exchange Ratio Report"); e) Pricing Certificate dated 06th August 2025 as required under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 prepared and submitted by A R C H and Associates., Chartered Accountants; f) Fairness Opinion dated 13th February 2025 issued by Serene Capital Private Limited, a SEBI registered Merchant Banker (SEBI Regn No. INM000013156), providing the Fairness Opinion on the Share Exchange Ratio Report of CA Harsh Chandrakant Ruparelia, registered valuer, on valuation of assets/shares of the Transferor Companies and the Transferee Company and the fair share exchange ratio recommended; g) Pre and Post Shareholding Pattern of the Transferee Company, the Transferor Company 1 and Transferor Company 2, and all other relevant documents.

$2.$ BOARD REPORT

Based on review of the Scheme and the above-mentioned documents, the Board has formed the opinion that:

ī. Rationale of the Scheme:

Object and rationale for amalgamation of Transferor Company 1 and Transferor Company 2 with and into Transferee Company:

It is proposed to amalgamate the Transferor Company 1 and the Transferor Company 2 into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Company 1 and the Transferor Company 2 to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• . The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company 1 and the Transferor Company 2 into the Transferee Company;
• The amalgamation will result in the direct holding of shares by the ٠ promoters in the Transferee Company. This will not only reduce

CIN: U65910GJ1949PTC163598 REGISTERED OFFICE : Dhrangadhra, Surendranagar, Gujarat - 363 310 HEAD OFFICE: 'Nirmal', 3rd Floor, Nariman Point, Mumbai - 400 021

shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company.;

• The promoter group's shareholding in the Transferee Company will remain unchanged pre- and post-amalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Company 1 and the Transferor Company 2 or the Promoter/Promoter Group of the Transferee Company:
• The shareholders of the Transferor Company 1 and the Transferor Company 2 shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.
• Accordingly, the Board of Directors of the respective Companies have formulated this Scheme for transfer and vesting of the Transferor Company 1 and the Transferor Company 2 with and into the Transferee Company pursuant to the provisions of Section 230-232 read with Section 66 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). The Scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the respective Companies and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the Scheme.
• ii. The Transferee Company, in compliance with SEBI Scheme Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23rd November. 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023, had forwarded copies of the Scheme along with requisite documents/annexures to BSE Limited and National Stock Exchange of India Limited on 05th March 2025. Observation letters / No-objection letters were received from BSE Limited and National Stock Exchange of India Limited on 13th and 14th August 2025.
• iii. The effect of the proposed Scheme on the stakeholders of the Transferor Company 1 would be as follows:

Effect of the Scheme on:

(a) Shareholders- Transferor Company 1 and Transferor Company 2 apec RS

CIN: U65910G|1949PTC163598 REGISTERED OFFICE: Dhrangadhra, Surendranagar, Gujarat - 363 310 HEAD OFFICE: 'Nirmal', 3^rd Floor, Nariman Point, Mumbai - 400 021

part of the promoter group of the Transferee Company and holds 0.43% and 17.77% of total equity shares in the Transferee Company respectively.

Upon the Scheme becoming effective, equity shares held by Transferor Company 1 and Transferor Company 2 in the Transferee Company shall stand cancelled without any further application, act or deed.

Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 2 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 2 (whose names appear in the register of members as on the Record Date) or to their respective heirs. executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 2 in the Transferee Company in the following manner:

"5,24,59,860 fully paid equity shares of INR 2/- each of Transferee Company to be issued and allotted to the Equity Shareholders of Transferor Company 2, in proportion to their holdings in Transferor Company 2 in the event of amalgamation of Transferor Company 2 into Transferee Company"

• (b) Key managerial personnel (KMP) KMPs, if any, will continue to be the employees of Transferee Company, without any break or interruption in service as a result of the amalgamation of the Company with and into Transferee Company on effectiveness of the Scheme.
• (c) Directors Directors shall be ceased to be the Directors of the Company on effectiveness of the Scheme.
• (d) Promoters-Transferor Company 2 is part of the promoter group of the Transferee Company. Upon the Scheme becoming effective, Transferor Company 2 will cease to be a promoter of the Transferee Company. However, all the shareholders of Transferor Company 2, who are also part of the promoter group of the Transferee Company. directly hold shares in the Transferee Company and will continue to be classified as its promoters. On amalgamation, "5,24,59,860 fully paid equity shares of INR 2/-each of Transferee Company to be issued and allotted to the Equity Shareholders of Transferor Company 2, in

CIN: U65910GJ1949PTC163598 REGISTERED OFFICE: Dhrangadhra, Surendranagar, Gujarat - 363 310 HEAD OFFICE: 'Nirmal', 3^rd Floor, Nariman Point, Mumbai - 400 021

proportion to their holdings in Transferor Company 2 in the event of amalgamation of Transferor Company 2 into Transferee Company. Thus, there will be no impact.

• (e) Non-promoter members There is no non-promoter shareholder in the Company. Thus, there will be no impact
• (f) Creditors No arrangement or compromise with creditors, as the creditors will become the creditors of Transferee Company.
• (g) Employees of the Transferor Company 2 Employees, if any, will continue to be the Employees of Transferee Company, without any break or interruption in service on effectiveness of the Scheme.
• In the opinion of the Board, the said Scheme will be of advantage and iv. beneficial to the Company, its Shareholders, Creditors and other Stakeholders and the terms thereof are fair and reasonable. It is for these reasons that the Board of Directors of the Company had approved the Scheme at their meeting held on 13" February 2025.

On behalf of the Board of Directors

Director: Ashish Pramodkumar Jain DIN: 00866676

Place: Mumbai Date: 10/10/2025

Annexure 9

$Exhibit 12$

SCHEME OF AMALGAMATION

357

UNDER SECTION 232 READ WITH SECTION 230 AND SECTION 66 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES & REGULATIONS FRAMED THEREUNDER

BETWEEN

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED ("Transferor Company 1" or "DTCPL")

AND

SAHU BROTHERS PRIVATE LIMITED ("Transferor Company 2" or "SBPL")

AND

$\mathcal{L}(\mathcal{L})$

DCW LIMITED

("Transferee Company" or "DCW")

AND

THEIR RESPECTIVE SHAREHOLDERS

A. PREAMBLE

This Scheme of Amalgamation ("Scheme") is presented under Section 232 read with Section 230 and Section 66 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the rules and regulations made thereunder and in compliance with provisions of Section 2(1B) of the Incometax Act, 1961 for the amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") with and into DCW Limited ("Transferee Company" or "DCW"), on a going concern basis in the present form or with such alterations / modifications as may be approved or imposed or directed by National Company Law Tribunal with effect from the Appointed Date (as defined hereinafter) and upon effectiveness of the Scheme on the Effective Date (as defined hereinafter).

The Scheme provides for amalgamation of the Transferor Companies with the Transferee Company and other consequential matter thereto and does not involve any compromise or arrangement with the shareholders, creditors, employees or any other stakeholders of the Transferor Companies and/or the Transferee Company, and there is no likelihood that the interests of any stakeholders of the Transferor Companies or the Transferee Company would be prejudiced, as a result of the Scheme. In addition, the Scheme also provides for various other matters, consequential or otherwise, integrally connected therewith for the purpose of Amalgamation of the Companies under the present Scheme.

B. DESCRIPTION OF COMPANIES

Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") is a private incorporated on 21st October 1942 bearing Corporate Identity Number limited compet FC163556; Raving its registered office at Dhrangadhra, Surendranagar, Surendra U99999G

Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") is a private limited company incorporated on 04^th April 1949 bearing Corporate Identity Number U65910GJ1949PTC163598, having its office at Dhrangadhra, Surendranagar, Surendra Nagar- 363310, Gujarat, India.

DCW Limited ("Transferee Company" or "DCW") was incorporated as a public limited company in the State of Gujarat on 28^th January 1939 vide Corporate Identity Number L24110GJ1939PLC000748. It is listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Registered Office of DCW is situated at NA, Dhrangadhra, Gujarat, India, 363315.

C. RATIONALE OF THE SCHEME

1. Background

Dhrangadhara Trading Company Private Limited, the Transferor Company 1, is part of the promoter group of the Transferee Company and holds 0.43% of total equity shares in the Transferee Company.

Sahu Brothers Private Limited, the Transferor Company 2, is also part of the promoter group of the Transferee Company and holds 17.77% of total equity shares in the Transferee Company.

Both Transferor Company 1 and Transferor Company 2 are currently not engaged in any business operations; however, they have been incorporated to undertake the following activities:

• Transferor Company 1 has been incorporated to carry on the business of wholesale and retail trading, including acting as buyers, sellers, commission agents, importers, exporters, and dealers in various goods and materials, specifically including chemicals such as Soda Ash. The Transferor Company 1 is authorized to carry on any trade, business, employment, manufacturing, or agency-related activity, whether directly or indirectly, that may support or enhance its authorized operations or improve the value or profitability of its assets, rights, or business, and is further permitted to invest in, acquire, and hold shares, debentures, and securities of this or other companies, either directly or through nominees, as mentioned in detail in Memorandum of Association of the Company.
• Transferor Company 2 has been incorporated to engage in trading, manufacturing, import, export, and dealing in merchandise, commodities, machinery, tools, and other goods, acting in the capacity of traders, agents, importers, exporters, and manufacturer's representatives. The company is also authorized to acquire, lease, or purchase real or personal property-including land, buildings, factories, and machinery-either for investment or resale purposes, for monetary or other consideration. Furthermore, the company is empowered to develop and utilize such properties by preparing land for construction, demolishing or modifying existing structures, and undertaking activities such as drainage and other improvements related to the land and buildings of the company, as mentioned in detail in Memorandum of Association of the Company.

DCW Limited, the Transferee Company, is a prominent chemicals manufacturer in India, listed on both BSE and NSE. The company operates across the Chlor-Alkali, Synthetic Rutile, nd PVC segments while also producing Soda Ash, Sodium Bicarbonate, and Ammonium nate. Its diverse product portfolio includes Caustic Soda, Liquid Chlorine, kBica ric Acid, Beneficiated Ilmenite, Trichloroethylene, Yellow Iron Oxide, Ferric TOX, and PVC.

Rationale for the Scheme

2.

It is proposed to amalgamate the Transferor Companies into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Companies to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• a) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Companies into the Transferee Company;
• b) The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company.;
• c) The promoter group's shareholding in the Transferee Company will remain unchanged pre- and post-amalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.
• d) The shareholders of the Transferor Companies shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

Accordingly, the Board of Directors of the Transferor Companies and the Transferee Company have formulated this Scheme for transfer and vesting of the Transferor Companies with and into the Transferee Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or reenactment or amendment thereof). The Scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the Transferor Companies and the Transferee Company, and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the Scheme.

Parts of the Scheme $3.$

This Scheme is divided into the following parts:

Part I deals with the definitions, interpretations, share capital, date of taking effect and operative date;

Part II deals with amalgamation of the Transferor Companies with and into the Transferee Company on a going concern basis; and

Part III deals with the General Terms and Conditions applicable to this Scheme.

TREATMENT OF THE SCHEME IN RELATION TO MERGER FOR THE PURPOSES OF INCOME $\mathbf{A}$ TAX ACT, 1961

This Scheme have been drawn up to comply with the provisions of Section 2(1B) relating to definition of "amalgamation" and other applicable provisions of the Income Tax Act, at a later date, and to the extent applicable, any of the terms or provisions of the in respect of such Amalgamation are found or interpreted to be inconsistent with ions of section 2(1B) and other applicable provisions of the Income Tax Act, 1961, roy a result of an amendment of law or enactment of new legislation erany other THE

PART I DEFINITIONS AND INTERPRETATION

DEFINITIONS 5.

In this Scheme, unless repugnant to the context, the following expressions shall have the following meaning:

• 5.1. "Act" means the Companies Act. 1956 and/or Companies Act. 2013. to the extent its provisions relevant for this Scheme are notified and ordinances, rules and regulations made thereunder and shall include any statutory modifications, re-enactment or amendment thereof for the time being in force.
• 5.2. "Amalgamation" or "Merger" means the amalgamation or merger of the Transferor Companies with and into the Transferee Company in accordance with Sections 230 to 232 of the Act read with Section 2(1B) of the Income Tax Act, 1961.
• 5.3. "Appointed Date" means the 1st day of July, 2024 or such other date as may be approved by the National Company Law Tribunal or any other competent authority and acceptable to the Board of Directors of the Transferor Companies and the Transferee Company.
• 5.4. "Board of Directors" or "Board" means the Board of Directors of the Transferor Companies and the Transferee Company as the case may be, and shall include a duly constituted committee thereof.
• 5.5. "Effective Date" means the dates on which the Order of the NCLT sanctioning the Scheme of Amalgamation is filed with the Jurisdictional Registrar of Companies by the respective companies. Any references in this Scheme to the date of "coming into effect of this scheme" or "effectiveness of this scheme" or "Scheme taking effect" shall mean the Effective Date.
• 5.6. "Encumbrance" means any options, pledge, mortgage, lien, security, interest, claim, charge, pre-emptive right, easement, limitation, attachment, restraint or any other encumbrance of any kind or nature whatsoever, and the term "Encumbered" shall be construed accordingly.
• 5.7. "Governmental Authority" means any applicable Central, State or local government, legislative body, regulatory or administrative authority, agency or commission or any court, tribunal, board, bureau or instrumentality thereof or arbitration or arbitral body having jurisdiction and shall include any other authority which supersedes the existing authority.
• 5.8. "NCLT" means National Company Law Tribunal having jurisdiction in relation to the Transferor Companies and the Transferee Company.
• 5.9. "Record Date" for the Scheme shall mean the date to be fixed by the Board of Directors of the Transferee Company for the purpose of issue of shares of the Transferee Company to the shareholders of the Transferor Companies.
• 5.10. "Scheme" or "the Scheme" or "this Scheme" means this Scheme of Amalgamation including Schedules, as amended or modified, in its present form submitted to the NCLT for approval, with any modifications, as may be approved or imposed or directed by the NCLT or any other appropriate authority.

"SEBL" means the Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992.

• 5.12. "Stock Exchanges" means National Stock Exchange of India Limited and BSE Limited.
• 5.13. "Transferor Company 1" or "DTCPL" means Dhrangadhara Trading Company Private Limited having its Corporate Identity Number as U99999GJ1942PTC163556 and registered office at Dhrangadhra, Surendra Nagar- 363310, Gujarat, India.
• 5.14. "Transferor Company 2" or "SBPL" means Sahu Brothers Private Limited having its Corporate Identity Number as U65910GJ1949PTC163598 and registered office Dhrangadhra, Surendra Nagar- 363310, Gujarat, India.
• 5.15. "Transferor Companies" means the Transferor Company 1 and the Transferor Company 2.
• 5.16. "Transferee Company" or "DCW" means DCW Limited having its Corporate Identity Number as L24110GJ1939PLC000748 and registered office at Dhrangadhra, Gujarat, India - 363315.
• 5.17. "Transition period" means period starting from the date immediately after the Appointed Date till the Effective Date.

All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act and other applicable laws, rules, regulations, bye-laws, as the case may be or any statutory modification or re-enactment thereof from time to time.

SHARE CAPITAL 6.

6.1. The share capital structure of the Transferor Company 1 on the date of approval of this Scheme is as under:

Share Capital	Amount (Rupees)
Authorized Share Capital
1,000 equity shares of Rs. 100 each	1,00,000
9,000 Preference shares of Rs. 100 each	9,00,000
TOTAL	10,00,000
Issued, subscribed and paid-up Share Capital
518 equity shares of Rs. 100 each, fully paid-up	51,800
TOTAL	51,800

6.2. The share capital structure of the Transferor Company 2 on the date of approval of this Scheme is as under:

Share Capital	Amount (Rupees)
Authorized Share Capital
10,00,000 equity shares of Rs. 100 each	10,00,00,000
TOTAL	10,00,00,000
Issued, subscribed and paid-up Share Capital
9,74,559 equity shares of Rs. 100 each, fully paid-up	9,74,55,900
TOTAL	9,74,55,900

6.3. The share capital structure of the Transferee Company as on December 31, 2024 is as under:

Share Capital	Amount (Rupees)
Authorized Share Capital
35,00,00,000 equity shares of Rs. 2 each	70,00,00,000
TOTAL	70,00,00,000
Issued, subscribed and paid-up Share Capital
29,51,55,017 equity shares of Rs. 2 each, fully paid-up	59,03,10,034
TOTAL	59,03,10,034

Subsequent to December 31, 2024, and upto the date of approval of the Scheme by the Board of Directors of the Transferee Company, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferee Company.

7. DATE OF TAKING EFFECT AND OPERATIVE DATE

7.1. The Scheme shall be effective in its present form or with any modification(s) approved or imposed or directed by the NCLT or any other appropriate authority and shall become effective from the Appointed Date as defined in Section 232(6) of the Act in terms of Clause 5.3 mentioned above.

PART II - AMALGAMATION AND VESTING OF THE TRANSFEROR COMAPNIES WITH AND INTO THE TRANSFEREE COMPANY

R. AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES OF THE TRANSFEROR COMPANIES WITH AND INTO THE TRANSFEREE COMPANY

• 8.1. Upon the Scheme becoming effective and with effect from the Appointed Date and subject to the provisions of the Scheme and in accordance with the provisions of section 2(1B) of the Income-tax Act, 1961, the Transferor Companies shall, pursuant to the sanction of this Scheme by the NCLT and pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company without any further act, instrument, deed matter or things so as to become business of the Transferee Company by virtue of and in the manner provided in the Scheme.
• 8.2. The business of the Transferor Companies carried on till the Appointed Date and thereon till the Effective Date, shall, under Sections 230 to 232 and other applicable provisions, if any, of the Act, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, ongoing concern basis so as to become business of the Transferee Company by virtue of and in the manner provided in the Scheme.
• Without prejudice to the generality of the above, upon the coming into effect of this scheme $8.3.$ and with effect from the Appointed Date:
• a. All the assets, properties and entitlements of the Transferor Companies, of whatsoever nature and wheresoever situated and which are incapable of passing by manual delivery, shall under the provisions of Section 230 to 232 and all other provisions, if any, of the Act, without any further act or deed, be and stand transferred to and vested in the Transferee Company or be deemed to be transferred to or vested in the Transferee Company as a going concern so as to become, as from the Appointed Date, the assets and properties of the Transferee Company.
• b. Without prejudice to the above provisions, in respect of such of the assets and properties of the Transferor Companies, as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same shall be so transferred by the Transferor Companies and shall upon such transfer become the assets and properties of the Transferee Company without requiring any deed or instrument or conveyance for the same.
• In respect of the movables other than those dealt with in sub-clause (b) above including c. sundry debtors, receivables, bills, credits, loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances, investments, earnest monies and deposits, if any, with any Government, Semi-Government, local and other authorities and bodies, with any company or other person, the Transferor Companies, shall, if required give notice in such form as they may deem fit and proper, to each person, debtor or depositee, as the case may be, that pursuant to the NCLT having sanctioned the amalgamation of the Transferor Companies with the Transferee Company, under Sections 230 to 232 of the Act, the said debt, loan, advance or deposit be paid or made good or held on account of the Transferee Company as the person entitled thereto and that appropriate entry should be passed in its books to record the aforesaid change. The Transferee Company shall, if required, also give notice in such form as it may deem fit and proper to each person, debtor or depositee that, pursuant to NCLT having sanctioned the amalgamation of the Transferor Companies with the Transferee

carrying on the business on behalf of and in trust for the Transferee Company until such time as the Scheme takes effect.

• 8.6. It is clarified that all owning, liabilities, duties and obligations of the Transferor Companies as on the Appointed Date whether provided for or not in the books of accounts of the Transferor Companies and all other liabilities which may accrue or arise after the Appointed Date but which relate to the period on or upto the day of the Appointed Date shall be the debts, liabilities, duties and obligations of the Transferee Company including any encumbrance on the assets of the Transferor Companies or on any income earned from those assets. It is further clarified that, as and form the Effective Date, the tax proceedings shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued by or enforced against the Transferor Companies.
• 8.7. Loans, debt securities, Debentures or other obligations, if any, due between or amongst the Transferor Companies and the Transferee Company shall stand discharged and there shall be no liability in that behalf with effect from the Appointed Date.
• 8.8. The transfer as aforesaid shall be subject to charges / hypothecations / mortgages over the assets or any part thereof provided, however, that any reference in any security document or any arrangements to which the Transferor Companies is a party, to the assets or properties of the Transferor Companies offered as security for any financial assistance or obligations to the secured creditor/s of the Transferor Companies, shall be construed only to be to the respective assets or properties of the Transferor Companies as are vested in the Transferee Company by virtue of this clause to the end and intent that such security, mortgage and charge shall not extend or be deemed to extend to any Assets or any other units or divisions of the Transferee Company unless specifically agreed to by the Transferee Company with such secured creditor/s and subject to consents and approvals of the existing secured creditors of the Transferee Company, if any. This Scheme shall not operate to enlarge / enhance any security created by the Transferee Company.

STAFF & EMPLOYEES 9.

• 9.1. Upon the Scheme becoming effective, the Transferee Company shall take over all the staff in the service of the Transferor Companies immediately preceding Effective Date, and that they shall become the staff and employees, of the Transferee Company on the basis that their services shall be deemed to have been continuous and not have been interrupted by reasons of the said transfer. The terms and conditions of service applicable to such staff or employees after such transfer shall not in any way be less favorable to them than those applicable to them immediately preceding the transfer.
• 9.2. As far as Provident Fund, Gratuity Fund or any other Special Fund or schemes existing for the benefit of the employees of the Transferor Companies are concerned, upon the Scheme becoming effective, the Transferee Company shall be substituted for the Transferor Companies for all purposes whatsoever related to the administration / operation of such Funds or schemes or in relation to the obligation to make contribution to the said Funds or schemes in accordance with provisions of such Funds or Schemes or according to the terms provided in the respective Trust Deeds or other documents. All the rights, duties, powers and obligations of the Transferor Companies in relation to such Funds or Schemes shall become those of the Transferee Company and the services of the employees will be treated is being continuous for the purpose of the aforesaid Funds or Schemes.

Company under Sections 230 to 232 of the Act, the said debt, loan, advance, balance or deposit be paid or made good or held on account of the Transferee Company.

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• d. All the licenses, permits, quotas, approvals, trademarks, brands, permissions, registrations, incentives, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoved or conferred upon or held or availed of by the Transferor Companies and all rights and benefits that have accrued or which may accrue to the Transferor Companies, whether before or after the Appointed Date, shall pursuant to the provisions of Section 232 of the Act, without any further act, instrument or deed, cost or charge be and stand transferred to and vest in or be deemed to be transferred to or vested in and be available to the Transferee Company so as to become as and from the Appointed Date licenses, permits, quotas, approvals, permissions, registrations, incentives, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions.
• All Assets and properties of the Transferor Companies as on the Appointed Date, whether or not included in the books of the Transferor Companies, and all assets and properties, which are acquired by the Transferor Companies, on or after the Appointed Date, shall be deemed to be and shall become assets and properties of the Transferee Company by virtue of and in the manner provided in this Scheme.
• $f$ . For the avoidance of doubt and without prejudice to the generality of the foregoing, it is hereby clarified that with effect from the Appointed Date, and upon the scheme becoming effective, the benefits of all tax credits, tax losses etc. under various Acts including but not restricted to Income Tax Act, VAT, Excise Act etc. to which the Transferor Companies is entitled to shall vest in and become available to the Transferee Company. In so far as the various incentives, subsidies, tax benefits or any other exemptions of the Transferor Companies, rehabilitation Schemes, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by the Transferor Companies or tax credits of the Transferor Companies, are concerned, the same shall vest with and be available to Transferee Company on the same terms and conditions.
• 8.4. Without prejudice to the generality of the above, upon coming into effect of this Scheme and with effect from the Appointed Date, all debts, liabilities, duties, obligations of every kind, nature and description of the Transferor Companies, and all the revenue as well as capital reserves of the Transferor Companies, shall pursuant to the sanction of the Scheme by the NCLT and pursuant to the provisions of sections 230 to 232 and other applicable provisions, if any, of the Act, without any further act or deed, be transferred to or be deemed to be transferred to the Transferee Company so as to become as from the Appointed Date the debts, liabilities, duties, obligations and reserves of the Transferee Company on the same terms and conditions as were applicable to the Transferor Companies and further that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen, in order to give effect to the provisions of this clause.

8.5. The transfer of property and liabilities, as above, shall not affect any transaction already concluded by the Transferor Companies till, on or after the Appointed Date and till the Effective Date to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Companies in regard thereto as ane and executed by the Transferee Company on its own behalf. Furthermore, as from the ointed Date, the Transferor Companies shall be deemed to have carried on and to be

10. LEGAL PROCEEDINGS

• 10.1. If any suit, appeal or proceedings of whatsoever nature, whether civil, criminal or tax related (hereinafter referred to as "the said proceedings") by or against any of the Transferor Companies be pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of amalgamation of the Transferor Companies or by anything in this Scheme, but the said proceedings may be continued, prosecuted and enforced, as the case may be, by or against the Transferee Company in the same manner and to the same extent as it would be or might have been continued and enforced, as the case may be, by or against the Transferor Companies if this Scheme had not been made.
• 10.2. In case of any litigation, suits, recovery proceedings which are to be initiated or may be initiated by or against the Transferor Companies, the Transferee Company shall be made party thereto and any payment and expenses made thereto shall be the liability of the Transferee Company. However, the shareholders of the Transferor Companies shall indemnify the Transferee Company from any loss, liability, cost, charges and / or expenses arising due to any disputes or litigations.

11. INDEMNITY BY SHAREHOLDERS OF THE TRANSFEROR COMPANIES

11.1. The shareholders of the Transferor Companies shall indemnify and hold harmless the Transferee Company and its directors, officers, representatives, partners, employees and agents (collectively, the "Indemnified Persons") for losses, liabilities, costs, charges, expenses (whether or not resulting from third party claims), including those paid or suffered pursuant to any actions, proceedings, claims and including interests and penalties discharged by the Indemnified Persons which may devolve on Indemnified Persons on account of amalgamation of the Transferor Companies with the Transferee Company but would not have been payable by such Indemnified Persons otherwise, in the form and manner as may be agreed amongst the Transferee Company and the shareholders of the Transferor Companies.

12. AMALGAMATION NOT TO AFFECT TRANSACTIONS / CONTRACTS OF THE TRANSFEROR COMPANIES:

12.1. The amalgamation of Transferor Companies and the continuance of the said proceedings by or against the Transferee Company shall not affect any transaction or proceedings already concluded by or against the Transferor Companies after the Appointed Date to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done or executed by the Transferor Companies after the Appointed Date as done and executed on its behalf. The said transfer and vesting pursuant to Section 232 of the Act, shall take effect from the Appointed Date unless the NCLT otherwise directs.

13. CONSIDERATION

13.1. Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 1 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 1 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 1 in the

Transferee Company in the following manner:

'12,80,500 fully paid equity shares of INR 2/- each of DCW to be issued and allotted to the Equity Shareholders of DTCPL, in proportion to their holdings in DTCPL in the event of amalgamation of DTCPL into DCW'

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13.2. Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 2 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 2 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 2 in the Transferee Company in the following manner:

'5,24,59,860 fully paid equity shares of INR 2/- each of DCW to be issued and allotted to the Equity Shareholders of SBPL, in proportion to their holdings in SBPL in the event of amalgamation of SBPL into DCW'

(Equity shares to be issued by the Transferee Company as above are hereinafter referred to as "New Equity Shares").

• 13.3. The share entitlement specified in Clause 13.1 and Clause 13.2 above shall be suitably adjusted for changes in the capital structure of either the Transferor Companies or the Transferee Company post the date of the Board Meeting of both the Parties approving the Scheme provided the changes relate to matters such as bonus issue, split of shares, consolidation of shares, buyback, capital reduction, conversion of loan or preference shares into equity shares and any other change in the paid-up share capital (whether equity or preference). All such adjustments to the share entitlement ratio shall be deemed to be carried out as an integral part of this Scheme upon agreement in writing by the Board of Directors of the Transferor Companies and the Transferee Company. Further, the share entitlement ratio shall be suitably adjusted for changes in shares held by the Transferor Companies in the Transferee Company, post the date of the Board Meeting of both the Parties approving the Scheme, and such adjustment shall be deemed to be carried out as an integral part of this Scheme upon agreement in writing by the Board of Directors of the Transferor Companies and the Transferee Company.
• 13.4. The Transferor Company 1 and the Transferor Company 2 hold 12,80,500 and 5,24,59,860 fully paid-up equity shares, respectively, in the Transferee Company as of the date of approval of the Scheme by the Boards of the respective Parties. Pursuant to the amalgamation, the Transferee Company shall issue the same number of New Equity Shares i.e. 12,80,500 fully paid-up equity shares to the equity shareholders of the Transferor Company 1 and 5,24,59,860 fully paid-up equity shares to the equity shareholders of the Transferor Company 2. In the event the Transferor Company 1 and the Transferor Company 2 holds more than / less than the equity shares held as on date of the Transferee Company (without incurring any additional liability) on the Record Date, New Equity Shares to be issued by the Transferee Company to the shareholders of the Transferor Companies shall stand increased / decreased by such number of equity shares held by the Transferor Companies in the Transferee Company. However, in no event, the number of New Equity Shares to be allotted by the Transferee Company to the shareholders of the Transferor Companies shall exceed the total number of equity shares held by the Transferor Companies in the Transferee Company.
• 13.5. The equity shares issued and allotted by the Transferee Company shall be subject to the Scheme and the Memorandum and Articles of Association of the Transferee Company and shall rank pari issu in all respects with the existing equity shares of the Transferee Company.

• 13.6. The amalgamation of the Transferor Companies shall lead to cancellation of equity shares held by the Transferor Companies in the Transferee Company and consequential upon issue of New Equity Shares of the Transferee Company under the Scheme, the investment held by the Transferor Companies in the equity share capital of the Transferee Company shall, without any further application, act, instrument or deed stand cancelled. The shares held by Transferor Companies in dematerialized form shall be extinguished, on and from such issue and allotment of New Equity Shares.
• 13.7. The equity shares if any shall be issued by the Transferee Company in dematerialized form to those equity shareholders of the Transferor Companies respectively who hold shares of the Transferor Companies in dematerialized form, in to the account in which the Transferor Companies shares are held or such other account as is intimated by the shareholders to the Transferee Company and / or its Registrar. All those shareholders who hold shares of the Transferor Companies in physical form shall also have the option to receive the equity shares in the Transferee Company in dematerialized form provided the details of their account with the Depository Participant are intimated in writing to the Transferee Company and / or its Registrar.

However, if no such details have been provided to the Transferee Company by the shareholders holding shares in physical share certificates on or before the Record Date, the Transferee Company shall deal with the relevant equity shares in such manner as may be permissible under the Applicable Law, including by way of issuing the corresponding shares in dematerialised form to the Trustee of Transferee Company who shall hold these equity shares in trust for the benefit of such shareholders. The equity shares of Transferee Company held by the Trustee of Transferee Company for the benefit of the shareholders shall be transferred to the respective shareholders once such shareholders provide details of his/her/its demat account to the Trustee of Transferee Company, along with such other documents as may be required by the Trustee of Transferee Company. The respective shareholders shall have all the rights of the shareholders of the Transferee Company, including the right to receive dividend, voting rights and other corporate benefits, pending the transfer of equity shares from the Trustee of Transferee Company. All costs and expenses incurred in this respect shall be borne by Transferee Company.

News shares issued pursuant to the Scheme shall be issued to all the equity shareholders of the Transferor Companies whose names appear in the register of members as on the Record Date or to their respective heirs, executors, administrators, or other legal representatives, or successors-in-title, as the case may be.

13.8. If any eligible member becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of equity shares by the Transferee Company in accordance with this Scheme, the Board of Directors of the Transferee Company shall consolidate all such fractional entitlement and shall, without any further application, act, instrument or deed, issue and allot such consolidated shares directly to an individual trustee in a separate account nominated by the Transferee Company ("The Trustee"), who shall hold such equity shares with all additions or accretions thereto in trust for the benefit of the respective shareholders, to whom they belong and their respective heirs, executors, administrators, successors for the specific purpose of selling such shares in the open market at such price or prices within such timelines as allowed under SEBI Circular as the trustee may in its sole discretion decide and on such sale, pay to the Transferee Company, the net sale proceeds (after deducting the applicable taxes and cost incurred) thereof and any additions and accretions, whereupon the Transferee Company shall subject to the withholding tax, if any, distribute such sale proceeds to the concerned eligible Imembers in proportion to their respective fractional entitlement. Further, if the number of convertible securities to be issued to any security holder in accordance with this Scheme is a fractional number, the same shall be rounded down to the previous lower whole

• 13.9. The Transferee Company shall take necessary steps to increase or alter or re-classify, (if necessary), its authorized share capital suitably to enable it to issue and allot equity shares required to be issued and allotted by it under this Scheme.
• 13.10. Equity shares of the Transferee Company issued in terms of Clause 13.1 and Clause 13.2 above shall pursuant to the SEBI Circular and in accordance with compliance of requisite for under applicable laws, be listed and/ or admitted to trading on Stock Exchanges where the existing equity shares of the Transferee Company are listed and/or admitted to trading in accordance with the compliance with requisite formalities under applicable laws. The Transferee Company shall enter into such agreement/ arrangement and give confirmations and/ or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the Stock Exchanges.
• 13.11. The equity shares of the Transferee Company allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/ trading permission is given by the designated Stock Exchange.
• 13.12. Approval of the Scheme by the shareholders of Transferee Company shall be deemed to be in due compliance of the provisions of section 42, 62 and other applicable provisions of the Act and Rules made thereunder, the SEBI LODR Regulations, SEBI ICDR Regulations and the Articles of Association of the Transferee Company, and no other consent shall be required under the Act or the Articles of Association of the Transferee Company for the issue and allotment of the equity shares by Transferee Company to the shareholders of Transferor Companies as provided hereinahove
• 13.13. The Transferee Company shall, if and to the extent required, apply for and obtain any approvals from concerned regulatory authorities for the issue and allotment by Transferee Company of New Equity Shares to the members of the Transferor Companies under the Scheme.
• 13.14. The approval of this Scheme by the equity shareholders of all the companies under Sections 230 to 232 of the Act shall be deemed to have the approval under sections 13 and 14 of the Companies Act, 2013 and other applicable provisions of the Act and any other consents and approvals required in this regard.
• CANCELLATION OF EQUITY SHARES OF THE TRANSFEREE COMPANY HELD BY THE TRANSFEROR $14$ COMPANIES
• 14.1. On the Scheme becoming effective, the equity shares of the Transferee Company held by the Transferor Companies shall stand cancelled, consequent upon automatic cancellation by way of operation of law, as a result of Amalgamation of the Transferor Companies with the Transferee Company. Accordingly, the share capital of the Transferee Company shall stand reduced to the extent of face value of shares held by the Transferor Companies in the Transferee Company.
• 14.2. Such reduction of share capital of the Transferee Company shall be effected as an integral part of the Scheme under Sections 230 to 232 of the Act and the orders of the NCLT sanctioning the Scheme shall be deemed to be an order under Section 66 of the Act confirming the reduction and no separate sanction under Section 66 of the Act will be necessary. The Transferee Company all not be required to add the words "and reduced" as a suffix to its name consequent upon

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14.3. The Transferee Company submits that the proposed reduction of capital as above is in conformity with and does not violate or circumscribe any provision of the Act.

15. ACCOUNTING TREATMENT

15.1. Upon the Scheme being effective and with effect from the Appointed Date, Transferee Company shall account for the Amalgamation of Transferor Companies into and within its books of accounts in accordance with the "Pooling of Interest Method" prescribed under the Indian Accounting Standard 103 on Business Combinations and other Indian Accounting Standards, as applicable, and notified under Section 133 of the Act read with relevant rules framed thereunder and other accounting principles generally accepted in India.

RE-ORGANISATION AND COMBINATION OF AUTHORISED SHARE CAPITAL OF THE 16. TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY

• 16.1. Upon the Scheme becoming effective, in part or in whole, and as an integral part of the Scheme, (i) the preference share capital of the Transferor Company 1 shall be reclassified as the equity share capital; (ii) the resultant authorized, issued, subscribed and paid up share capital of the Transferor Company 1 and the Transferor Company 2 shall be reclassified / reorganized such that each equity share of INR 100 each of the Transferor Company 1 and the Transferor Company 2 is reclassified / reorganized as 50 equity shares of INR 2 each.
• 16.2. Upon the Scheme becoming effective, the Authorised Capital of the Transferor Companies shall be consolidated with that of the Transferee Company without payment of additional fees and duties as the said fees and stamp duty have already been paid and the Authorised Capital of the Transferee Company will be increased to that effect without any compliances in respect of the notices, meetings etc. but only by filing requisite statutory forms with the Registrar of Companies. However, the Transferee Company undertakes to pay the differential fees, if any after setting-off the fees already paid by the Transferor Companies in compliance with provisions of Section 232(3)(i) of the Companies Act, 2013. It is further clarified that all costs, charges or expenses arising as result of the Scheme and for authorised share capital shall be borne by the shareholders of the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.
• 16.3. The Memorandum of Association of the Transferee Company (relating to the authorised share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, pursuant to Section 13, 14, 61 and 232(3)(i), respectively of the Companies Act, 2013 and/or any other applicable provisions of the Act, as the case may be. Further, in the event of any increase in the authorised share capital of the Transferor Companies and/ or the Transferee Company before the Effective Date, on sanctioning of the any other Scheme by the competent authorities or otherwise increased independently by the respective Companies, such increase shall be given effect to while aggregating the authorised share capital of the Transferee Company and the clauses provided hereinunder shall stand modified to that extent such that the such increase shall be taken in account while aggregating the Authorised Share Capital under the present Scheme.
• 16.4. Thus, on the Scheme becoming effective the capital clause of the Transferee Company will read as follows:

"The Authorised Share Capital of the Company is INR 80,10,00,000 (Rupees Eighty Crore Ten Lac Only) consisting of 40,05,00,000 (Forty Crore Five Lac) Equity Shares of ₹ 2/ -

16.5. It is clarified that the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Sections 13, 14, 61 and 64 respectively, of the Companies Act, 2013 and/ or any other applicable provisions of the Act, would be required to be separately passed.

17. CONDUCT OF BUSINESS

17.1. Transferor Companies as Trustee

• With effect from the Appointed Date and up to and including Effective Date, the Transferor $\mathbf{a}$ Companies shall carry on and shall be deemed to have carried on all their business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Transferor Companies on account of and for the benefit of and in trust for, the Transferee Company, as the transferee company is taking over the business as going concern. The Transferor Companies shall preserve and carry on their business and activities with reasonable diligence and business prudence and shall neither undertake any additional financial commitments of any nature whatsoever, borrow any amounts nor incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of comfort or commitments either for themselves or on behalf of any third parties, sell, transfer, alienate, charge, mortgage or encumber or deal with the assets of the Transferor Companies or any part thereof save and except in the ordinary course of business as carried on by them as on the date of filing of this Scheme with the NCLT or if written consent of the Transferee Company has been obtained.
• 17.2. Profit or Losses up to Effective Date
• With effect from the Appointed Date and upto and including the Effective Date, all profits or a. incomes accruing or arising to the Transferor Companies or all expenditure or losses incurred or arising, as the case may be, by the Transferor Companies shall, for all purposes, be treated and deemed to be and accrue as the profits or incomes or expenditures or losses, as the case may be, of the Transferee Company.

17.3. Taxes

• All taxes paid or payable by the Transferor Companies in respect of the operations and / or a. profits of the business before the Appointed Date shall be on account of the Transferor Companies and, in so far as it relates to the tax payment, whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Companies in respect of the profits or activities or operation of the business of the Transferor Companies with effect from the Appointed Date, shall be deemed to be the corresponding item paid by the Transferee Company, and shall, in all proceedings, be dealt with accordingly.
• All tax assessment/ adjudication proceedings/ appeals of whatsoever nature by or against b. the Transferor Companies pending and/ or arising at the Appointed Date and relating to the Transferor Companies shall be continued and/ or enforced until the Effective Date by the Transferor Companies. As and from the Effective Date, the tax proceedings shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against the Transferor Companies.

Any refund, under the Income Tax Act, 1961 and laws in relation to goods and services tax,, etvice tax, excise duty, central sales tax, applicable state VAT, entry tax, customs, foreign t add policy, State industrial and incentive policies and schemes or other applicable laws or regulations dealing with taxes or duties or levies due to Transferor Companies consequent to the assessment made on Transferor Companies (including any refund for which no credit

is taken in the accounts of the Transferor Companies) as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company upon this Scheme becoming effective.

d. All taxes benefits of any nature, duties, cesses or any other like payments or deductions available to Transferor Companies under Income Tax, Sales Tax, Value Added Tax, Service Tax etc. or any Tax deduction/Collections at Source, MAT Credit, tax credits, benefits of CENVAT credits, benefits of input credits up to the Effective Date shall be deemed to have been on account of or paid by the Transferee Company and the relevant authorities shall be bound to transfer to the account of and give credit for the same to Transferee company upon the passing of the order by the NCLT.

ENFORCEMENT OF CONTRACTS, DEEDS, BONDS & OTHER INSTRUMENTS: 18.

• 18.1. Subject to other provisions contained in this Scheme, all contracts, deeds, bonds, agreements and other instruments of whatever nature to which the Transferor Companies is a party subsisting or having effect immediately before the Amalgamation, shall remain in full force and effect against or, as the case may be, in favour of the Transferee Company and may be enforced as fully and effectively as if instead of the Transferor Companies, the Transferee Company was a party thereto. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that amalgamation and vesting of the Transferor Companies occurs by virtue of this Scheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, take such actions and execute such deeds, confirmations or other writings or arrangements to which the Transferor Companies is a party or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Companies and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Companies to be carried out or performed.
• 18.2. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme, all consents, permissions, licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Companies shall stand transferred to the Transferee Company and the Transferee Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to the Transferee Company. The Transferee Company shall receive relevant approvals from the Government Authorities concerned as may be necessary in this behalf.
• MATTERS RELATING TO SHARE CERTIFICATES: 19.
• 19.1. The Share Certificates held by the Shareholders of the Transferor Companies in dematerialized form or physical form shall automatically stand cancelled without any necessity of them being surrendered to the Transferee Company.

PART III - GENERAL TERMS AND CONDITIONS

APPLICATION TO NCLT 20.

20.1. Necessary applications and / or petitions by the Transferor Companies and the Transferee Company shall be made for the sanction of the Scheme of Amalgamation to the NCLT, for sanctioning of this Scheme under the provisions of law and obtain all approvals as may be required under the law.

MODIFICATION OR AMENDMENTS TO THE SCHEME 21.

• 21.1. Subject to approval of NCLT, the respective Boards or the respective authorized representative appointed by the Board of the Transferor Companies and the Transferee Company may assent to any modifications, alterations or amendments of this Scheme (on behalf of all concerned stakeholders such as shareholders, creditors, etc.) or any conditions which the NCLT and / or any other competent authority may deem fit to direct or impose and the said respective Boards and after dissolution of the Transferor Companies, the Board Transferee Company may do all such acts, things and deeds necessary in connection with or to carry out the Scheme into effect and take such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any order of the NCLT or any directions or order of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and / or matters concerned or connected therewith.
• 21.2. The Transferor Companies and the Transferee Company may be at a liberty to withdraw this Scheme prior to the Effective Date at any time.

SCHEME CONDITIONAL ON APPROVALS / SANCTIONS 22.

The Scheme is conditional upon and subject to:

• 22.1. The approval by the requisite majorities of the respective members and creditors of the Transferor Companies and the Transferee Company, as required under the Act and directed by the NCLT.
• 22.2. The Scheme being approved by a shareholders' resolution of the Transferee Company passed by way of e-voting in terms of Para I(A)(10) of the SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and other SEBI guidelines, as may be amended from time to time wherein presently the Scheme shall be acted upon only if the votes cast by the public shareholders in favor of the proposal are more than the number of votes cast by the public shareholders against it.
• 22.3. The sanction or approval of the authorities concerned being obtained and granted in respect of any of the matters for which such sanction or approval being required.
• 22.4. The sanction of the Scheme by the NCLT under Sections 230 to 232 of the Act and other applicable provisions of the Act.
• 22.5. The requisite orders of the NCLT being obtained for sanctioning the Scheme under Section ection 232 of the Act being filed with the concerned Registrar of Companies.

MUMBA

23. OPERATIVE DATE OF THE SCHEME

23.1. The Scheme, although operative from the Appointed Date, shall become effective from the Effective Date.

24. BINDING EFFECT

24.1. Upon the Scheme becoming effective, the same shall be binding on the Transferor Companies and the Transferee Company and all concerned parties without any further act. deed, matter or thing.

EFFECT OF NON-RECEIPT OF APPROVALS 25.

25.1. In the event any of the said approvals or sanctions referred to above not being obtained or conditions enumerated in the Scheme not being complied with, or for any other reason, the Scheme cannot be implemented, the Boards of Directors or committee empowered thereof of the Transferor Companies and the Transferee Company shall by mutual agreement waive such conditions as they consider appropriate to give effect, as far as possible, to this Scheme and failing such mutual agreement, the Scheme shall become null and void and shall stand revoked, cancelled and be of no effect and each party shall bear and pay their respective costs, charges and expenses in connection with the Scheme.

GIVING EFFECT TO THE SCHEME 26.

For the purpose of giving effect to the Scheme, the Board of Directors of Transferor Companies and the Transferee Company or any Committee thereof, is authorized to give such directions as may be necessary or desirable and to settle as they may deem fit, any question, doubt or difficulty that may arise in connection with or in the working of the Scheme and to do all acts, deeds and things necessary for carrying into effect the Scheme.

DISSOLUTION OF THE TRANSFEROR COMPANIES $27.$

• 27.1. Upon the Scheme being sanctioned by an Order made by the NCLT under Sections 230 to 232 of the Act, the Transferor Companies shall stand dissolved without winding up on the Effective Date.
• 27.2. On and from the Effective Date, name of the Transferor Companies shall be "Amalgamated" in the records of the Jurisdictional Registrar of Companies and records relating to the Transferor Companies shall be transferred and merged with the records of the Transferee Company.

28. COSTS

28.1. All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne by the Transferor Company 1 or Transferor Company 2 or the Promoter/Promoter Group of the Transferee Company.

CA Harsh Chandrakant Ruparelia

Registered Valuer Securities or Financial Assets (IBBI Registration No. IBBI/RV/05/2019/11106 and Membership No. ICMAI RVO/S&FA/00054)

13th February 2025

To, The Board of Directors / Audit Committee DCW Limited Dhrangadhra, Gujarat 363 315. Annexure 9

AND

Dhrangadhara Trading Company Private Limited Sahu Brothers Private Limited 3rd Floor, Nirmal, 241-Backbay Reclamation, Nariman Point, Mumbai 400 021.

Sub: Report on Recommendation of Share Exchange Ratio for the proposed amalgamation of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited with and into DCW Limited pursuant to the Draft Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules & regulations framed thereunder ( Scheme )

Dear Sirs,

I refer to my engagement letter dated 10th February 2025, whereby CA Harsh Chandrakant Ruparelia, Registered Valuer Securities or Financial Assets (hereinafter I has been appointed by the management of Dhrangadhara Trading Company Private Limited [CIN: U99999MH1942PTC010071] DTCPL 1 ), Sahu Brothers Private Limited [CIN: U65910MH1949PTC171181 SBPL 2 and DCW Limited [CIN: L24110GJ1939PLC000748] DCW ) to issue a report

Page 1 of 14 ___________________________________________________________________________________

Phone No: +91 22 40144464 B/702, Jyoti Tower, Cell No: +91 90043 57775 Kandivali Jyoti Park CHS Ltd, e-mail: harsh.ruparelia@yahoo.com Opp. Anand Ashram,

S.V. Road, Kandivali (West), Mumbai 400 067.

containing recommendation of the Share Exchange Ratio considering participant specific view taking into account the nature of the Scheme for the proposed merger of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited with and into DCW Limited pursuant to the Draft Scheme of Amalgamation ( Scheme ) with effect from the Appointed Date, as defined in the Scheme.

The Transferor Company 1 and the Transferor Company 2 are hereinafter collectively referred to as Companies . The Transferor Companies and the Transferee Company are hereinafter collectively referred to as

I am a Registered Valuer as notified under Section 247 of the Companies Act, 2013. I hereby further state that I have carried out the valuation exercise in my capacity as an Independent Valuer. I further state that I am not related to the Companies or their promoters or their directors or their relatives. I have no interest or conflict of interest with respect to the valuation under consideration.

The Equity Share Exchange Ratio for this report refers to the number of equity shares of DCW, which would be issued to the equity shareholders of DTCPL and SBPL pursuant to the Proposed Scheme.

In the following paragraphs, I have summarized my understanding of the key facts; key information relied upon, basis of recommendation and exclusions to my scope of work.

The report is structured as under:

• 1. Purpose of this Report
• 1. Background
• 1. Sources of Information
• 1. Basis of Recommendation
• 1. Share Exchange Ratio
• 1. Exclusions and Disclaimers

1. PURPOSE OF THIS REPORT

1.1 I understand that the management of the Companies is contemplating a Scheme of Amalgamation ( Scheme ) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules & regulations framed thereunder for the proposed amalgamation of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited with and into DCW

Limited in accordance with the provisions of Section 2(1B) of the Income-tax Act, 1961. The merger is proposed to take effect from the Appointed Date i.e., 1st July 2024. As a consideration for the proposed Scheme, equity shareholders of DTCPL and SBPL will be issued equity shares of DCW.

1.2 In this regard, CA Harsh Chandrakant Ruparelia, Registered Valuer Securities or Financial Assets has been appointed by the Companies for recommendation of the Share Exchange Ratio under the proposed Scheme as on the date of this report, being the Valuation Date.

2. BACKGROUND

2.1 DHRANGADHARA TRADING COMPANY PRIVATE LIMITED

• 2.1.1 DTCPL was incorporated on 21st October 1942 under the provisions of the erstwhile Companies Act, 1913. The registered office of DTCPL is currently situated at 3rd Floor, Nirmal, 241-Backbay Reclamation, Nariman Point, Mumbai 400 021.
• 2.1.2 The Authorised, Issued, Subscribed and Paid-up Share Capital of DTCPL as on the date of this report is as under:

Particulars	Amount in Rs.
Authorised Share Capital
1,000 Equity Shares of Rs. 100/- each	1,00,000
9,000 Preference Shares of Rs. 100/- each	9,00,000
Total	10,00,000
Issued, Subscribed and Paid-up Share Capital
518 Equity Shares of Rs. 100/- each, fully paid-up	51,800
Total	51,800

2.1.3 The equity shareholding pattern of DTCPL as on the date of this report is as under:

Sr. No.	Name of the Shareholder	No. of equity shares held	(%) holding
1	Jain Sahu Brothers Properties LLP	162	31.28
2	Vivek Jain	89	17.18
3	Ashish Jain	89	17.18
4	Bakul Jain	89	17.18
5	Mudit Jain	89	17.18
	Total	518	100.00

Source: Management Information

2.1.4 DTCPL is part of the Promoter group of the Transferee Company and holds 12,80,500 equity shares of Rs. 2 each fully paid-up in the Transferee Company. I have been given to understand that DTCPL does not hold any material investments other than investment in the Transferee Company and DTCPL currently has no active business operations. Further, I understand that the DTCPL does not hold any other significant assets or liabilities, other than the investments in the Transferee Company.

2.2 SAHU

• 2.2.1 SBPL was incorporated on 4th April 1949 under the provisions of the erstwhile Companies Act, 1913. The registered office of SBPL is currently situated at 3rd Floor, Nirmal, 241-Backbay Reclamation, Nariman Point, Mumbai 400 021.
• 2.2.2 The Authorised, Issued, Subscribed and Paid-up Share Capital of SBPL as on the date of this report is as under:

Particulars	Amount in Rs.
Authorised Share Capital
10,00,000 Equity Shares of Rs. 100/- each	10,00,00,000
Total	10,00,00,000
Issued, Subscribed and Paid-up Share Capital
9,74,559 Equity Shares of Rs. 100/- each, fully paid-up	9,74,55,900
Total	9,74,55,900

2.2.3 The equity shareholding pattern of SBPL as on the date of this report is as under:

Sr.	Category of the Shareholder	No. of equity	Shareholding
No.		shares held	(%)
1	Ashish Jain	3,06,987	31.50
2	Vivek Jain Jt. Meeta Jain	1,83,610	18.84
3	Mudit Jain	1,21,788	12.50
4	Durgavati Jain	90,475	9.28
5	Paulomi Bakul Jain	80,292	8.24
6	Bakul Jain	75,715	7.77
7	Varsha Jain	64,145	6.58
8	Durgawati Jain Jt. Bakul Jain	30,046	3.08
9	Meeta Jain Jt. Vivek Jain	10,015	1.03

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10	Sahu Cylinders & Udyog Private	3,981	0.41
	Limited
11	Cashco Holding Private Limited	3,755	0.39
12	Florida Holdings and Trading	3,750	0.38
	Private Limited
	Total	9,74,559	100.00

CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

2.2.4 SBPL is also part of the Promoter group of the Transferee Company and holds 5,24,59,860 equity shares of Rs. 2 each fully paid-up in the Transferee Company. I have been given to understand that SBPL does not hold any material investments other than investment in the Transferee Company and SBPL currently has no active business operations. Further, I understand that the SBPL does not hold any other significant assets or liabilities, other than the investments in the Transferee Company.

2.3 DCW DCW

• 2.3.1 DCW was incorporated on 28th January 1939 under the provisions of the erstwhile Companies Act, 1913. The registered office of DCW is currently situated at Dhrangadhra, Gujarat 363 315.
• 2.3.2 The Authorised, Issued, Subscribed and Paid-up Share Capital of DCW as on the date of this report is as under:

Particulars	Amount in Rs.
Authorised Share Capital
35,00,00,000 Equity Shares of Rs. 2/- each	70,00,00,000
Total	70,00,00,000
Issued, Subscribed and Paid-up Share Capital
29,51,55,017 Equity Shares of Rs. 2/- each, fully paid-up	59,03,10,034
Total	59,03,10,034

2.3.3 The summary of equity shareholding pattern of DCW as on 31st December 2024 is as under:

Sr.	Category of the Shareholder	No. of equity	Shareholding
No.		shares held	(%)
1	Sahu Brothers Private Limited	5,24,59,860	17.77
2	Dhrangadhara Trading Company	12,80,500	0.43
	Private Limited

	Total	29,51,55,017	100.00
4	Public	16,27,56,333	55.14
	2 above)
	(other than Sr. No. 1 and Sr. No.
3	Promoter and Promoter Group	7,86,58,324	26.66

Source: https://www.bseindia.com

2.3.4 DCW is listed on both the BSE and NSE, operates as a prominent chemicals manufacturer in India. DCW -Alkali, Synthetic Rutile, and PVC segments. Additionally, DCW produces Soda Ash, Sodium Bicarbonate, and Ammonium Bicarbonate. product portfolio includes Caustic Soda, Liquid Chlorine, Hydrochloric Acid, Beneficiated Ilmenite, Trichloroethylene, Yellow Iron Oxide, Ferric Chloride, UTOX, and PVC.

2.4 The rationale and benefits for the Scheme as provided in the Draft Scheme of Amalgamation is reproduced as under:

It is proposed to amalgamate the Transferor Companies into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Companies to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• a) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Companies into the Transferee Company.
• b) The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce commitment and engagement with the Transferee Company.
• c) unchanged pre and post-amalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.

d) The shareholders of the Transferor Companies shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

3. SOURCES OF INFORMATION

For the purpose of the recommendation of the Share Exchange Ratio, I have relied upon the following information provided by the management of the Companies:

• (a) Audited financial statements of DTCPL as on 21st January 2025;
• (b) Audited financial statements of SBPL as on 22nd January 2025;
• (c) Limited review financial statements of DCW as on 31st December 2024;
• (d) Draft Scheme of Amalgamation (as duly certified by the Management of the Companies);
• (e) Latest available shareholding pattern of the Companies;
• (f) Other relevant details of the Companies such as its history, past and present activities, future plans and prospects, and other relevant information; and
• (g) Such other information and explanations as required and which have been provided by the management of the Companies.

4. BASIS OF RECOMMENDATION

• 4.1. For the purpose of my opinion, I have relied upon the current shareholding of the Companies, the draft Scheme of Amalgamation and other information as provided by the management of the Companies and their respective advisors and authorized representatives.
• 4.2. Based on the review of the information made available and my discussions with the management of the Companies, authorized representatives and advisors of the Companies, some of the important factors considered for recommendation are as under:
• (a) DTCPL holds 12,80,500 equity shares of Rs. 2 each, fully paid-up and SBPL holds 5,24,59,860 equity shares of Rs. 2 each, fully paid-up in the total paid up share capital of the Transferee Company. I have been given to understand that the Transferor Companies does not hold any other significant business assets / surplus assets / investments and/or any other net liabilities, which are getting transferred pursuant to the Scheme, other than the investments held in the Transferee Company. The management / shareholders of the Transferor Companies have given an undertaking that the cash / bank balance in the books of the Transferor Companies immediately prior to the implementation of the Scheme or otherwise will be utilized to meet the costs, fees, charges, expenses (including stamp duty payable, if any) in relation to the Proposed Scheme. Further, in the event that the Transferor Companies are unable to bear any expenses due to lack of sufficient

Page 7 of 14

funds, the shareholders of the Transferor Company 1 or Transferor Company 2 or the Promoter/Promoter Group of the Transferee Company shall bear such expenses. Hence, no value has been attributed to any other assets or liabilities except investments held in DCW. Hence, DCW (except Promoter/Promoter Group of DCW) shall not bear any expenses, pursuant to the Proposed Scheme and remain value neutral to the current shareholders of DCW and shall not be adversely impacted;

• (b) Further, I have been given to understand that the shareholders of the Transferor Companies shall indemnify and hold harmless DCW for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation;
• (c) Further, I have been given to understand that the shareholders of the Transferor Company shall indemnify the Transferee Company for losses, liabilities (including but not limited to tax liabilities), costs, charges, expenses (whether or not resulting from third party claims), including those paid or suffered pursuant to any actions, proceedings, claims and including interests and penalties discharged by the Transferee Company which may devolve on the Transferee Company on account of amalgamation of the Transferor Companies with the Transferee Company but would not have been payable by Transferee Company otherwise, in the form and manner as may be agreed amongst the Transferee Company and the shareholders of the Transferor Companies. For avoidance of any doubts, it is hereby clarified that all the payments to the Transferee Company shall be grossed up to include any and all of the taxes payable with respect to the said payments. Further, the management of the Companies have given an undertaking that the shareholders of the Transferor Companies and investments held by the Transferor Companies in the Transferee Company shall not be changed during the pendency of the Scheme, so as to ensure that there is no extra issuance of shares to the Promoters or other Investors, as a result of the Scheme;
• (d) The equity shares held by the Transferor Companies in DCW will be cancelled and extinguished pursuant to the Scheme becoming effective and equal number of shares of the Transferee Company with same terms and rights attached thereto in the Transferee Company in proportion to their holding in the Transferor Companies shall be issued to the equity shareholders of the Transferor Companies, as a part of the Scheme. Thus, for every fresh issue of shares by DCW as a part of the Scheme, there is corresponding cancellation of an

Page 8 of 14

existing equity share, as held by the Transferor Companies;

• (e) shareholding in the Transferee Company and hence, shall not affect the interest of any of the shareholders of the Transferee Company. Accordingly, valuation approaches as indicated in the format as prescribed under Part I - Para (A)(4) of Annexure II of SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023 have not been undertaken as they are not relevant with respect to the Proposed Scheme;
• (f) Upon the Scheme becoming effective, there is no additional consideration being discharged in the form of equity shares or securities or assuming liabilities of the Transferor Companies by the Transferee Company. The consideration proposed to be discharged shall be in the form of same number of shares held by the Transferor Companies in the Transferee Company. The Scheme does not envisage dilution of the holding of any one or more of the shareholders as a result of operation of the Scheme;
• (g) Post giving effect to the Scheme, 12,80,500 equity shares of Rs. 2 each fully paid-up of the Transferee Company would be held directly by the shareholders of DTCPL in the same proportion of their shareholding (in % terms) in DTCPL and 5,24,59,860 equity shares of Rs. 2 each fully paidup of the Transferee Company would be held directly by the shareholders of SBPL in the same proportion of their shareholding (in % terms) in SBPL. Thereby, the beneficial shareholding would remain unchanged and the interest of the shareholders of DCW will effectively remain unchanged and shareholders interest would not be prejudicially affected .
• 4.3. It is universally recognized that the basis of recommendation is not an exact science and that determining the Share Exchange Ratio necessarily involves selecting an approach that is suitable for the purpose. The application of any particular approach depends upon various factors including nature of its business, overall objective of the Scheme and the purpose of recommendation.

5. SHARE EXCHANGE RATIO

5.1. In the ultimate analysis, recommendation will have to involve the exercise of judicious discretion and judgment taking into account all the relevant factors. There will always be several factors, e.g. present and prospective competition, yield on comparable securities and market sentiments, etc. which are not evident from the face of the balance sheets but which will strongly influence the

worth of a share. This concept is also recognized in judicial decisions. For example, Viscount Simon Bd in Gold Coast Selection Trust Ltd. vs. Humphrey reported in 30 TC 209 (House of Lords) and quoted with approval by the Supreme Court of India in the case reported in 176 ITR 417 as under:

account not only the terms of the agreement but a number of other factors, such as prospective yield, marketability, the general outlook for the type of business of the company which has allotted the shares, the result of a contemporary prospectus offering similar shares for subscription, the capital position of the company, so forth. There may also be an element of value in the fact that the holding of the shares gives control of the company. If the asset is difficult to value, but is nonetheless of a money value, the best valuation possible must be made. Valuation is an art, not an exact science. Mathematical

• 5.2. The fair basis of Share Exchange Ratio under the Scheme would have to be determined after taking into consideration all the factors and approach mentioned hereinabove and considering participant specific view taking into account the nature of the Scheme. It is however important to note that in doing so, I am not attempting to arrive at the absolute value per share of the Companies. Upon the Scheme becoming effective, shares held by DTCPL and SBPL in DCW would be held directly by the shareholders of DTCPL and SBPL, in the same proportion of their shareholding (in % terms) in DTCPL and SBPL, respectively. Thereby, the beneficial shareholding of DCW would remain unchanged and the interest of the shareholders of DCW will effectively remain unchanged and shareholders interest would not be prejudicially affected, as a result of the Scheme. Hence, no relative valuation of DTCPL, SBPL and DCW is required to be undertaken to facilitate the determination of the Share Exchange Ratio.
• 5.3. the Transferee Company and hence, shall not affect the interest of any of the shareholders of the Transferee Company for the reasons enlisted in Para 4 Basis of Recommendation. Accordingly, valuation approaches as indicated in the format as prescribed under Part I - Para (A)(4) of Annexure II of SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023 have not been undertaken as they are not relevant with respect to the proposed Scheme. For the purpose of the current exercise, I have provided following weights to the valuation methodologies based on our basis of recommendation and other various factors relevant to the valuation exercise for recommendation of Equity Share Exchange Ratio:

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Particulars	Dhrangadhara Trading Company Private Limited			DCW Limited
Methods	Value per Share (INR)	Weights	Value per Share (INR)	Weights
Asset Approach	NA	NA	NA	NA
Market Approach	NA	NA	NA	NA
Income Approach	NA	NA	NA	NA
Relative Value per share	NA		NA

NA = Not Adopted / Not Applicable, as provided in Para 4 Basis of Recommendation.

Particulars	Sahu Brothers			DCW Limited
	Private Limited
Methods	Value per	Weights	Value per	Weights
	Share		Share
	(INR)		(INR)
Asset Approach	NA	NA	NA	NA
Market Approach	NA	NA	NA	NA
Income Approach	NA	NA	NA	NA
Relative Value per share	NA		NA

NA = Not Adopted / Not Applicable, as provided in Para 4 Basis of Recommendation.

5.4. In the present facts and circumstances and based on the information and explanation provided to me, I believe that the following Share Exchange Ratio, after giving due consideration to the management representations and the fact that upon Scheme becoming effective, 5,37,40,360 equity shares of Rs. 2/- each, fully paid up of the Transferee Company shall get cancelled and 12,80,500 and 5,24,59,860 number of equity shares will be issued to the equity shareholders of the Transferor Company 1 and Transferor Company 2, respectively, in the manner provided under the Scheme. Thereby the interest of the shareholders in DCW will effectively remain unchanged and shareholders interest would not be prejudicially affected. Further, the Scheme does not envisage dilution of the holding of any one or more of the shareholders as a result of the Scheme becoming effective, the Share Exchange Ratio as suggested by the management of the

Companies, would be fair and reasonable for the shareholders of Transferor Companies and DCW:

12,80,500 fully paid-up equity shares of Rs. 2 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of DTCPL (Transferor Company 1) in proportion of their holding in DTCPL (Transferor Company 1)

-up equity shares of Rs. 2 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the SBPL (Transferor Company 2) in proportion of their holding in SBPL (Transferor Company 2)

6. EXCLUSIONS AND DISCLAIMER

• 6.1. The report is subject to the exclusions and disclaimers detailed hereinafter. As such, the report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein.
• 6.2. I have been informed that, in the event that either of the Companies restructure their share capital by way of share split / consolidation / issue of bonus shares / merger / demerger / reduction of share capital before the Proposed Amalgamation becomes effective, the issue of shares pursuant to the Share Exchange Ratio recommended in this Report shall be adjusted accordingly to take into account the effect of any such corporate actions.
• 6.3. No investigation of the title of assets of the Companies has been made for the purpose of my recommendation and their claim to such rights has been assumed to be valid as represented by the management of the Companies. Therefore, no responsibility is assumed for matters of a legal nature.
• 6.4. The work does not constitute certification of the historical financial statements including the working results of the Companies referred to in this report. Accordingly, I am unable to and do not express an opinion on the fairness or accuracy of any financial information referred to in this report.
• 6.5. This report is issued on the understanding that the Companies have drawn my attention to all material information, which they are aware of concerning the financial position of the Companies and any other matter, which may have an impact on my opinion, including any significant changes that have taken place or are likely to take place in the financial position, subsequent to the report date. I have no responsibility to update this report for events and circumstances occurring after the date of this report.

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• 6.6. This Report does not look into the business / commercial reasons behind the proposed transaction or address any potential synergies to the Companies and other parties connected thereto.
• 6.7. In the course of issuing this report, I was provided with both written and verbal information. I have evaluated the information provided to me by the management of the Companies through broad inquiry, analysis and review. I assume no responsibility for any errors in the above information furnished by the management of the Companies and consequential impact on the recommendation of the Share Exchange Ratio. I do not express any opinion or offer any assurance regarding accuracy or completeness of any information made available to me.
• 6.8. The report is not, nor should it be construed as me opining or certifying any compliance with the provisions of any law, whether in India or any other country including companies, taxation and capital market related laws or as regards any legal implications or issues arising from any transaction proposed to be contemplated based on this Report.
• 6.9. Any person/party intending to provide finance/invest in the shares/securities/instrument/businesses of the Companies, shall do so, after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision. It is to be noted that any reproduction, copying or otherwise quoting of this report or any part thereof, can be done only with prior permission in writing.
• 6.10. This document has been prepared solely for the purpose of assisting the Companies, under consideration, for the purpose of recommending the Share Exchange Ratio under the Scheme in accordance to my engagement letter. Further, the fees for this engagement is not contingent upon the recommendation considering the facts and purpose of recommendation.
• 6.11. This report is prepared exclusively for the Board of Directors of the Transferor Companies and the Transferee Company for the purpose of recommending the Share Exchange Ratio for the proposed Scheme and for submission to the regulatory authorities, court, tribunal and such other authorities, regulators, if required under the applicable provisions of the governing law in relation to the aforesaid Scheme of Amalgamation. Further, the fees for this engagement is not contingent upon the recommendation considering the facts and purpose of recommendation.
• 6.12. The decision to carry out the transaction (including consideration thereof) lies entirely with the management / Board of Directors of the Companies and my work and finding shall not constitute recommendation as to whether or not the

management / the Board of Directors of the respective Companies should carry out the transaction.

• 6.13. By its very nature, my work cannot be regarded as an exact science, the conclusions arrived at in many cases will of necessity be subjective and dependent on the exercise of individual judgement. Given the same set of facts and using the same assumptions / approach, opinions may differ due to application of the facts and assumptions / approach, formulaes used and numerous other factors. There is, therefore, no indisputable single or standard methodology / approach for arriving at my recommendation. Although the conclusions are in my opinion reasonable, it is quite possible that others may not agree.
• 6.14. CA Harsh Chandrakant Ruparelia, nor its employees or agents or any of them, makes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information, based on which the report is issued. All such parties expressly disclaim any and all liability for, or based on or relating to any such information contained in the report. I am not liable to any third party in relation to issue of this report. In no event, I shall be liable for any loss, damage, cost or expense arising in any way from any acts carried out by the Companies referred herein or any person connected thereto.

If you require any clarifications on the above, I would be happy to clarify the same. I am thankful to your team for kind co-operation and support during this assignment.

Thanking you, Yours faithfully,

CA HARSH CHANDRAKANT RUPARELIA

REGISTERED VALUER Securities or Financial Assets IBBI Registration No. IBBI/RV/05/2019/11106 Membership No. ICMAI RVO/S&FA/00054 ICAI Membership No. 160171 Date: 13th February 2025 Place: Mumbai UDIN: 25160171BMIBLA9326

(A SEBI Registered Category - 1 Merchant Banker)

Date: February 13, 2025

SEREN CAPITAL

Clevate Your Potential

To, The Board of Directors Dhrangadhara Trading Company Private Limited

The Board of Directors Sahu Brothers Private Limited

'Nirmal' 3rd Floor, 241-Backbay Reclamation, Nariman Point, Mumbai, Maharashtra, India, 400021

3rd Floor, Nirmal, Nariman Point, Mumbai City, Mumbai, Maharashtra, India, 400021

Subject: Fairness Opinion on the share exchange ratio recommended by CA Harsh Chandrakant Ruparelia, Registered Valuer- Securities and Financial Assets, for the proposed amalgamation of Dhrangadhara Trading Company Private Limited("DTCPL " or "Transferor Company 1") and Sahu Brothers Private Limited("SBPL" or "Transferor Company 2") with DCW Limited("DCW" or "Transferee Company").

To.

We refer to the engagement letter dated February 08, 2025, wherein Seren Capital Private Limited ("Seren" or "We" or "us") has been engaged by the Management of DTCPL and SBPL to provide a fairness opinion on the share exchange ratio recommends by CA Harsh Chandrakant Ruparelia, Registered Valuer - Securities or Financial Assets ("independent Valuer") vide report dated February 13, 2025 in connection with the proposed amalgamation of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited with and into DCW Limited (together Dhrangadhara Trading Company, Sahu Brothers and DCW Limited are referred to as "Transacting Companies") (hereinafter referred to as "Proposed amalgamation" or "Proposed Transaction").

Please find enclosed our deliverables in the form of report ("the Report"). This Report sets out the transaction overview, scope of work, background of the companies, sources of information and our opinion on the share exchange ratio recommended by Independent Valuer for the aforesaid proposed amalgamation. This Report is subject to the scope, assumptions, exclusions, limitation and disclaimers detailed hereinafter. As such the report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to therein.

This report has been issued only for the purpose of facilitating the Proposed Transaction and should not be used for any other purpose.

For Seren Capital Private Limited

Yash Sharma Manager Place: Mumbai Yd

(A SEBI Registered Category - I Merchant Banker)

FAIRNESS OPINION

IN THE MATTER OF SCHEME OF AMALGAMATION IN THE NATURE OF

PROPOSED AMALGAMATION OF

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED

("Transferor Company 1" or "DTCPL") And

SAHU BROTHERS PRIVATE LIMITED

("Transferor Company 2" or "SBPL")

With

DCW LIMITED

("Transferee Company" or "DCW")

STRICTLY PRIVATE AND CONFIDENTIAL

Prepared By:

Seren Capital Private Limited

(SEBI Category I Merchant Banking Registration Number - INM000013156)

Office no. 601 to 605, Raylon Arcade,

Kondivita, J.B. Nagar, Mumbai-400059

Elevate Your Potential

(A SEBI Registered Category - I Merchant Banker)

1. BACKGROUND OF THE COMPANIES

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED

DTCPL was incorporated on 21st October 1942 under the provisions of the erstwhile Companies Act, 1913. The registered office of DTCPL is currently situated at 3rd Floor, Nirmal, 241-Backbay Reclamation, Nariman Point, Mumbai 400 021.

The Equity shareholding pattern of Dhrangadhara Trading Company Private Limited as on the date of this report is set out below-

Serial No	Name	No of shares held	% holding
	Jain Sahu Brothers Properties LLP	162	31.28
2	Vivek Jain	89	17.18
3	Ashish Jain	89	17.18
	Bakul Jain	89	17.18
5	Mudit Jain	89	17.18
	Total	518	100.00

SAHU BROTHERS PRIVATE LIMITED

SBPL was incorporated on 4th April 1949 under the provisions of the erstwhile Companies Act, 1913. The registered office of SBPL is currently situated at 3rd Floor, Nirmal, 241-Backbay Reclamation, Nariman Point, Mumbai 400 021.

The Equity shareholding pattern of Sahu Brothers Private Limited as on the date of this report is set out below-

Sr. No.	Category of the Shareholder	No. of equity shares held	% Shareholding
	Ashish Jain	3,06,987	31.50
$\mathbf{z}$	Vivek Jain Jt. Meeta Jain	1,83,610	18.84
3	Mudit Jain	1,21,788	12.50
4	Durgavati Jain	90.475	9.28
5.	Paulomi Bakul Jain	80.292	8.24
6	Bakul Jain	75,715	7.77
7	Varsha lain	64,145	6.58
8	Durgawati Jain Jt. Bakul Jain	30,046	3.08
9	Meeta Jain Jt. Vivek Jain	10,015	1.03
10	Sahu Cylinders & Udyog Private Limited	3.981	0.41
11	Cashco Holding Private Limited	3,755	0.39
12	Florida Holdings and Trading Private Limited	3,750	0.38
	Total	9.74.559	100.00

DCW LIMITED

DCW is listed on both the BSE and NSE, operates as a prominent chemicals manufacturer in India. DCW -Alkali, Synthetic Rutile, and PVC segments. Additionally, DCW produces Soda Ash, Sodium

Bicarbonate, and Ammonium Bicarbonate. product portfolio includes Caustic Soda, Liquid Chlorine, Hydrochloric Acid, Beneficiated Ilmenite, Trichloroethylene, Yellow Iron Oxide, Ferric Chloride, UTOX, and PVC.

The Equity shareholding pattern of DCW Limited as on 31st December, 2024 is set out below-

Serial No Name		No of shares held	Percentage
	Promoter & Promoter Group	132,398,684	44.86
	Public	162,756,333	55.14

Source: https://www.bseindia.com

2. TRANSACTION OVERVIEW AND SCOPE OF SERVICES

Transaction Overview

We understand that the Management of the Transacting Companies are contemplating a scheme of amalgamation, wherein they intend to amalgamate Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited with and into DCW Limited in accordance with the provisions of Sections. 230 to 232 and other applicable provisions of the Companies Act, 2013 and in a manner provided in the draft scheme of amalgamation (hereinafter referred to as 'the Scheme').

As a consideration for the proposed amalgamation, equity shareholders of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited would be issued equity shares of DCW Limited. The equity shares to be Issued for the aforesaid proposed amalgamation will be based on the share exchange ratio as determined by the Board of Directors based on the share exchange ratio report prepared by Independent Valuer appointed by them.

Scope of Services

Pursuant to Regulation 37 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, as amended from time to time, we have been requested by the Management to issue a fairness opinion in relation to the share exchange ratio recommended by Independent Valuer vide report dated February 13, 2025 for the proposed amalgamation of Transferor Companies with Transferee Company.

In this regard, the Management has appointed Seren Capital Private Limited ("Seren or "We" or "us"), SEBI Registered (Category I) Merchant Banker to provide fairness opinion on the share exchange ratio recommended by an Independent Valuer for the Proposed amalgamation.

Our scope of work only includes forming an opinion on the fairness of the recommendation of the Valuer on the share exchange ratio arrived at for the purpose of Scheme and does not involve evaluating or opining on the fairness or economic rationale of the Scheme per se. This report is subject to the scope, assumptions, exclusions, limitations and disclaimers detailed hereinafter. As such, the Report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein.

3. SOURCES OF INFORMATION

We have relied on the following information made available to us by the Management of the Transacting Companies/obtained from public domain for the purpose of this report:

Signed share exchange ratio report prepared and issued by Mr. CA Harsh Chandrakant ٠ Ruparelia, Registered Valuer-Securities or Financial Assets dated February 13, 2025;

(A SEBI Registered Category - I Merchant Banker)

• Audited standalone/ consolidated financial statements of Dhrangadhara Trading Company Private Limited for the financial year ended January 21, 2025;
• Audited standalone/consolidated financial statements of Sahu Brothers Private Limited for the financial year ended January 22, 2025;
• Limited review financial statements of DCW as on 31st, December 2024;
• Shareholding pattern of Dhrangadhara Trading Company Private Limited, Sahu Brothers Private Limited & DCW Limited as at 31^e, December 2024 ;
• Draft scheme of amalgamation between the Transacting Companies pursuant to which ٠ proposed amalgamation is to be undertaken;
• Publicly available market data, key trends and other analytical information; ٠

The Management has been provided with the opportunity to review the draft fairness opinion report (excluding our fairness opinion on the share exchange ratio) as part of our standard practice to make sure that factual inaccuracy/omissions are avoided.

4. PROCEDURES ADOPTED

In connection with this exercise; we have adopted the following procedures to carry out the opinion:

• Requested and received financial and qualitative information.
• Obtained data available of Companies in public domain.
• Discussion with the Management to:
• Understand the business and fundamental factors that affect the business including their earning generating capability and enquire about the historical financial performance, current state of affairs, business plans.
• Reviewed signed share exchange ratio report issued and prepared by Mr. CA Harsh Chandrakant Ruparelia, registered Valuer- Securities or Financial Assets dated February 13, 2025;
• Reviewed the draft scheme of amalgamation between the Transacting Companies.
• Discussion with Independent Valuer on such matters which we believed were necessary or appropriate for the purpose of issuing this opinion.

5. LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

The fairness opinion contained herein is not intended to represent fairness opinion at any time other than report date. We have no obligation to update this report.

This Report, its contents and the results herein are specific to (i) the purpose of fairness opinion agreed as per the terms of our engagement (ii) the Report Date; (iii) the shareholding pattern of Transacting Companies as at December 31. 2024; and (v) draft scheme of amalgamation.

A fairness opinion of this nature is necessarily based on the prevailing stock market, financial, economic and other conditions in general and industry trends and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this report and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this report.

The fairness opinion rendered in this Report only represent our opinion based upon information furnished by the Companies and gathered from public domain (and analysis thereon) and the said opinion shall be considered to be in the nature of non-binding advice. Our fairness opinion should not be used for advising anybody to take buy or sell decision, for which specific opinion needs to be taken from expert advisors.

(A SEBI Registered Category - I Merchant Banker)

We have not independently audited or otherwise verified the financial information provided to us. Accordingly, we do not express an opinion or offer any form of assurance regarding the truth and fairness of the financial position as indicated in the financial statements. Also, with respect to explanations and information sought from the Management we have been given to understand by the Management that they have not omitted any relevant and material factors about the Transacting Companies and that they have checked the relevance or materiality of any specific information to the present exercise with us in case of any doubt. Our conclusion is based on the information given by/on behalf of the Transacting Companies. The Management has indicated to us that they have understood that any omissions, inaccuracies or misstatements may materially affect our fairness opinion.

It is understood that this opinion Is solely for the benefit of confidential use by the Board of Directors of the Transferee Company and the Transferor Company for the purpose of facilitating companies to comply with Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, as amended from time; disclosures to be made to relevant regulatory authorities including stock exchanges, SEBI, National Company Law Tribunal or as required under applicable law and it shall not be valid for any other purpose. This opinion is only intended for the aforementioned specific purpose and if it is used for any other purpose; we will not be liable for any consequences thereof.

The Report assumes that the Companies comply fully with relevant laws and regulations applicable in all its areas of operations, and that the Companies will be managed in a competent and responsible manner. Further, this Report has given no consideration to matters of a legal nature, including issues of legal title and compliance with local laws, and litigation and other contingent liabilities that are not represented to us by the Management. Our fairness opinion assumes that the assets and liabilities of the companies, reflected in their respective balance sheet remain intact as of the Report date.

The report does not address the relative merits of the proposed amalgamation as compared with any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available.

The fee for the engagement is not contingent upon the results reported.

We will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by any other to the Transacting Companies. In no event shall we be liable for any loss, damages, cost or expenses arising in any way from fraudulent acts, misrepresentations or Willful default on part of the Companies, their directors, employees or agents.

This report is not a substitute for the third party's own due diligence/ appraisal/ enquiries/ independent advice that the third party should undertake for his purpose.

This Report is subject to the laws of India.

Neither the Report nor its contents may be referred to or quoted in any registration statement, prospectus, offering memorandum, annual report, loan agreement or other agreement or document given to third parties, other than in connection with the proposed scheme of amalgamation, without our prior written consent.

In addition, this report does not in any manner address the prices at which equity shares of DCW will trade following announcement of the proposed amalgamation and we express no opinion or

Flexate Your Potential

Seren Capital Private Limited

(A SEBI Registered Category - I Merchant Banker)

recommendation as to how the shareholders of either company should vote at any shareholders' meeting(s) to be held in connection with the proposed amalgamation.

6. OUR RECOMMENDATION

The Scheme provides for amalgamation of DTCPL and SBPL with and into DCW. Both, the DTCPL and SBPL, are part of the promoter group of the Company, holding 0.43% and 17.77% of the total equity shares in DCW, respectively, as of 31^st December, 2024. Hence, upon the Scheme becoming effective, DCW shall issue same % of its equity shares to the shareholders of DTCPL and SBPL as consideration for the amalgamation in proportion to their respective shareholding in the DTCPL and SBPL.

All the costs and charges arising out of the Scheme shall be borne by DTCPL and SBPL or the Promoter / Promoter Group of DCW. Further, the shareholders of DTCPL and SBPL shall indemnify and keep DCW indemnified for liability, claim, demand, if any, which may devolve on DCW on account of said amalgamation.

DTCPL and SBPL hold 12,80,500 and 5,24,59,860 fully paid-up equity shares, respectively, in DCW as of the date of this report. Pursuant to the amalgamation, DCW shall issue the same number of new equity shares i.e. 12,80,500 fully paid-up equity shares to the equity shareholders of DTCPL and 5,24,59,860 fully paid-up equity shares to the equity shareholders of SBPL. In the event the DTCPL and SBPL hold more than / less than the equity shares of DCW (without incurring any additional liability) on the Record Date (as defined in the Scheme), new equity shares to be issued by DCW to the shareholders of DTCPL and SBPL shall stand increased / decreased by such number of equity shares held by DTCPL and SBPL in DCW. However, in no event, the number of new equity shares to be allotted by DCW to the shareholders of DTCPL and SBPL shall exceed the total number of equity shares held by DTCPL and SBPL in DCW.

As stated in the Share Exchange Ratio Report dated February 13th, 2025 prepared by Mr. CA Harsh Chandrakant Ruparelia, Registered Valuer- Securities or Financial Assets, they have recommended the following:

"12,80,500 fully paid-up equity shares of Rs. 2 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of DTCPL (Transferor Company 1) in proportion of their holding in DTCPL (Transferor Company 1)"

"5,24,59,860 fully paid-up equity shares of Rs. 2 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the SBPL (Transferor Company 2) in proportion of their holding in SBPL (Transferor Company 2)"

The aforesaid amalgamation shall be pursuant to the draft scheme of amalgamation and shall be subject to receipt of approval from the National Company Law Tribunal or such other competent authority as may be applicable and other statutory approvals as may be required. The detailed terms and conditions of the amalgamation are more fully set forth in the draft scheme of amalgamation. Seren has issued the fairness opinion with the understanding that draft scheme of amalgamation shall not be materially altered and the parties hereto agree that the Fairness Opinion would not stand good in case the final scheme of amalgamation alters the Proposed Transaction.

Based on the information, data made available to us, to the best of our knowledge and belief, the Share exchange ratio as recommended by Mr. CA Harsh Chandrakant Ruparelia, Registered Valuer- Securities or Financial Assets in relation to the proposed draft scheme of amalgamation is fair to the equity shareholders of Dhrangadhara Trading Company, Sahu Brothers and DCW in our opinion.

Seren Capital Private Limited
(A SEBI Registered Category - I Merchant Banker)

For Seren Capital Private Limited

Yash Sharma 1/əd Manager

Date: February 13th, 2025 Place: Mumbai

SEBI Registration No.: INM000013156 CIN No.: U66190MH2023PTC413487 Address: Office no. 601 to 605, Raylon Arcade, Kondivita, J.B. Nagar, Mumbai, Maharashtra -400059 Website: www.serencapital.in ; Email ID: info@serencapital.in ; Tel. No: 022-46011058

V. SANKAR AIYAR & CO CHARTERED ACCOUNTANTS

A 601, MANGALYA BUILDING, NEXT TO SANGEET PLAZA OFF MAROL MAROSHI ROAD, ANDHERI EAST, MUMBAI - 400.059 50 mumbai@vsa.co.in - 1 (022) 4451 6087 - 2 www.vsa.co.in

The Board of Directors DCW Limited Dhrangadhra, Gujarat, India - 363315.

Statutory Auditor's Certificate on the accounting treatment specified in the Scheme of Amalgamation

• 1. This certificate is issued at the request of the company vide its mail.
• 1. We, M/s V Sankar Aiyar & Co., Chartered Accountants, the statutory auditors of DCW Limited, have examined the proposed accounting treatment referred to in Clause 15 of Part II of the Scheme of Amalgamation Under Section 232 read with Section 230 And 66 of the Companies Act, 2013 And other applicable provisions of the Companies Act, 2013 ("The Act") and Rules & Regulations framed thereunder between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW") and their respective shareholders (the "Scheme"), with reference to its compliance with the applicable Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder and other generally accepted accounting principles in India.

Management's responsibility

1. The responsibility for the preparation of the Scheme and its compliance with the relevant laws and regulations, including the applicable accounting standards as aforesaid, is that of the Board of Directors of the companies involved.

Statutory Auditor's responsibility

• 1. Our responsibility is to examine and report whether the proposed accounting treatment referred to in Clause 15 of Part II of the Scheme complies with the applicable accounting standards and other generally accepted accounting principles in India. Nothing contained in this certificate, nor anything said or done in the course of, or in connection with the services that are subject to this certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company.
• 1. We carried out our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016), issued by the Institute of Chartered Accountants of India ("ICAI") and Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate. This Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SOC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Further our examination did not extend to any other parts and aspects of a legal or proprietary nature in the aforesaid Scheme.

Opinion

• 1. Based on our examination and according to the information and explanations given to us, we confirm that the proposed accounting treatment in the books of the Transferee Company referred to in Clause 15 of Part II of the Scheme is in compliance with Securities and Exchange Board of India ("SEBI") ((Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and circulars issued thereunder and all the applicable accounting standards notified by the Central Government under the Act, read with the relevant rules issued thereunder and other generally accepted accounting principles in India.
• 1. For ease of reference, accounting treatment in the books of the Transferee Company as contained in the Scheme is reproduced in Annexure 1 to this Certificate, duly authenticated on behalf of the Company, and is initialed by us only for the purposes of identification.

Restriction on use

1. This Certificate is issued at the request of DCW Limited pursuant to the requirements of circulars issued under Listing Regulations for onward submission to BSE Limited, the National Stock Exchange of India Limited, SEBI, Hon'ble National Law Company Tribunal, Regional Directors or any other regulatory authorities / purposes pursuant to the requirements of the Act, Listing Regulations and circulars issued by SEBI from time to time as may be required to give effect to the Scheme. This Certificate should not be used for any other purpose without our prior written consent.

For V. Sankar Aiyar & Co Chartered Accountants FRN 109208W

L V Saptharishi Partner M. No: 127055 UDIN: 25127055BMOCOR4209 Place: Mumbai

Date: 13th February, 2025

OFFICES MUMBAI | NEW DELHI | CHENNAI | GHAZIABAD

Annexure 1 - Accounting Treatment in the books of the Transferee Company as contained in the Scheme

15. ACCOUNTING TREATMENT

15.1. Upon the Scheme being effective and with effect from the Appointed Date, Transferee Company shall account for the Amalgamation of Transferor Companies into and within its books of accounts in accordance with the "Pooling of Interest Method" prescribed under the Indian Accounting Standard 103 on Business Combinations and other Indian Accounting Standards, as applicable, and notified under Section 133 of the Act read with relevant rules framed thereunder and other accounting principles generally accepted in India.

OFFICES MUMBAI | NEW DELHI | CHENNAI | GHAZIABAD

DCS/AMAL/NB/R37/3743/2025-26

August 13, 2025

To, The Company Secretary, DCW Ltd Dhrangadhra, Surendra Nagar Gujarat - 363315

Annexure 11

Sub: Composite scheme of amalgamation of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited with DCW Limited and their respective shareholders.

We refer to your application for composite scheme of amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" / "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" / "SBPL" ) with DCW Limited ("Transferee Company" / "DCWL") and their respective shareholders under section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act 2013 and rules made thereunder filed with the Exchange under Regulation 37 of SEBI LODR Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and Reg. 94(2) of SEBI LODR Regulations, 2015.

In this regard, SEBI vide its Letter dated August 13, 2025, has inter alia given the following comment(s) on the said draft scheme of Arrangement:

• a. "The Entity shall discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme."
• b. "The Entity shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company and the stock exchanges."
• c. "The Entity shall ensure compliance with the SEBI circulars issued from time to time."
• d. "The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of the transferor Companies shall stand transferred to and vested in and be deemed to be transferred to and vested in the transferee company."
• e. "The entity is advised that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mambai - 400 001, India. T: +91 22 2272 1234/33 | E: corp.comm@bseindia.com www.bseindia.com | Corporate.Jdentity.Number: L67120MH2005PLC155888

prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval."

• f. "The Entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old."
• g. "The entity is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders."
• h. All the entities are advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013
• i. Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme.
• ii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.
• iii. Basis for arriving at the share swap ratio.
• iv. Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
• Capital built-up of transferor and transferee companies since incorporation and v. last 3 years.
• vi. Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years.
• Value of Assets and liabilities of transferor companies that are being transferred vii. to transferee company and post-merger balance sheet of transferee company.
• viii. Details of potential benefits and risks associated with the amalgamation.
• Financial implication of the amalgamation on Promoters, Public Shareholders ix. and the companies involved in the scheme along with future growth prospects of transferee company pursuant to merger.
• $M^2$
• i. "Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs."

j. "The entity shall ensure that applicable additional information, if any to be submitted to SEBI along with draft scheme of arrangement as advised by email dated August 13, 2025 shall form part of disclosures to the shareholders."

$\pm$ :

• k. "The entity is advised that the proposed equity shares, if any, to be issued in terms of the "Scheme" shall mandatorily be in demat form only."
• l. "The entity is advised that the "Scheme" shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document."
• m. "No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI."
• n. "The entity is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT."
• o. "The entity is advised comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme."
• p. "It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."
• q. "The listed entity involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same."

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• L. To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
• ii. To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
• iii. To duly comply with various provisions of the circulars.

$N^2$

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT.

Please note that the submission of documents / information, in accordance with the circular to SEBI / Exchange should not any way be deemed or construed that the same has been cleared or approved by SEBI / Exchange. SEBI / Exchange does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the document submitted.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.

Kindly note that as required under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its 'No adverse observation' at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon'ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange's representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Ashok Kumar Singh Deputy Vice President

Nilima Burghate Deputy Manager

Ref: NSE/LIST/ 47498 August 14, 2025

The Company Secretary DCW Limited

Dear Sir/Madam,

Sub: Observation Letter for draft scheme of amalgamation between Dhrangadhara Trading Company Private Limited ("DTCPL / Transferor Company 1") and Sahu Brothers Private Limited ("SBPL / Transferor Company 2") and DCW Limited ("Transferee Company/DCW") and their respective shareholders and creditors under Section 230-232 and Section 66 read with other applicable provisions of the Companies Act, 2013.

We are in receipt for captioned draft Scheme of arrangement filed by DCW Limited.

Based on our letter reference no. NSE/LIST/47498 dated June 17, 2025, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated August 13, 2025 has inter alia given the following comment(s) on the draft scheme of arrangement:

• a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
• b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.
• c) The Company shall ensure compliance with the SEBI circulars issued from time to time.
• d) The Company shall ensure that the entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of the Transferor Companies shall stand transferred to and vested in and be deemed to be transferred to and vested in the Transferee Company.
• e) The Company shall ensure that all the information pertaining to all the Unlisted Companies involved, if any in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
• f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

This Document is Digitally Signed

Continuation Sheet

Ref: NSE/LIST/47498 August 14, 2025

• g) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.
• h) The Company shall ensure that both the Companies to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013.
• i. Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme.
• ii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.
• iii. Basis for arriving at the share swap ratio.
• iv. Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
• v. Capital built-up of transferor and transferee companies since incorporation and last 3 years.
• vi. Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years.
• vii. Value of Assets and liabilities of transferor companies that are being transferred to transferee company and post-merger balance sheet of transferee company.
• viii. Details of potential benefits and risks associated with the amalgamation.
• ix. Financial implication of the amalgamation on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of transferee company pursuant to merger.
• i) Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs.

This Document is Digitally Signed

Signer: SAILI MOHAN KAMBLE Date: Thu, Aug 14, 2025 15:45:08 IST Location: NSE

Non-Confidential

Continuation Sheet

Ref: NSE/LIST/47498 August 14, 2025

• j) The Company shall ensure that all the applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.
• k) The Company shall ensure that the proposed equity shares to be issued in terms of the "Scheme" shall mandatorily be in demat form only.
• l) The Company shall ensure that the "Scheme" shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
• m)The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI.
• n) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT, and the Company is obliged to bring the observations to the notice of NCLT.
• o) The Company shall ensure to comply with all the applicable provisions of Companies Act, 2013 rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.
• p) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.
• q) The listed entity involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.
• r) Please note that the submission of documents/information, in accordance with the Circular to SEBI, should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

This Document is Digitally Signed

Signer: SAILI MOHAN KAMBLE Date: Thu, Aug 14, 2025 15:45:08 IST Location: NSE

Non-Confidential

Continuation Sheet

Please note that the submission of documents/information, in accordance with the Circular to National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by NSE. NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our "No objection" in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this "Observation Letter" shall be six months from August 14, 2025, within which the Scheme shall be submitted to NCLT.

The listed entity involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37/59(A) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully, For National Stock Exchange of India Limited

Saili Kamble Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

Non-Confidential

25th April 2025

Department of Corporate Services/Listing BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai - 400 001 Scrip Code No. 500117

Complaints Report

Dear Sir/ Madam.

Ref.: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended for the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited
("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW" or " Company") and their respective shareholders under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme").

We refer to our application dated March 5, 2025 regarding the above-mentioned subject in terms of Regulation 37 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, and the SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20^th June, 2023 ("SEBI Master Circular").

As per Para I(A)(6) of the SEBI Master Circular, the Company is inter alia required to submit a 'Report on Complaints' containing the details of the complaints received by the Company in connection with the Scheme of Amalgamation. The Report is required to be filed within 7 days of the expiry of 21 days from the date of uploading of the Scheme of Amalgamation and related documents on the website of the stock exchanges. The Scheme of Amalgamation along with related documents were uploaded on the website of BSE Limited on 02^nd April 2025 and the period of 21 days expired on 23rd April 2025. Accordingly, we are enclosing herewith the 'Report on Complaint', as Annexure 1.

Request you to kindly take the above on record.

Thanking you, Yours faithfully,

For DCW Limited Dilip Darii Company Secretary Membership No: ACS - 22527

DCW LIMITED HEAD OFFICE:

"NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL 4957 3000, 4957 3001 REGISTERED OFFICE DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	Nil
$\overline{3}$ .	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	Nil
5.	Number of complaints pending	Nil

Part B

Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
		NOT APPLICABLE

For DCW Limited $\infty$ Dilip Darji

Company Secretary
Membership No: ACS - 22527

Place: Mumbai Date: April 25, 2025

DCW LIMITED

HEAD OFFICE :
"NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021
TEL : 4957 3000, 4957 3001 REGISTERED OFFICE: DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com. Website: www.dcwltd.com. CIN-L24110GJ1939PLC000748

20^th May 2025

National Stock Exchange of India Ltd. "Exchange Plaza" Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051

Symbol: DCW Series : EQ

Complaints Report

Dear Sir/ Madam,

Ref.: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended for the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW" or " Company") and their respective shareholders under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme").

We refer to our application dated 05^th March 2025 regarding the above-mentioned subject in terms of Regulation 37 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, and the SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023 ("SEBI Master Circular").

As per Para I(A)(6) of the SEBI Master Circular, the Company is inter alia required to submit a 'Report on Complaints' containing the details of the complaints received by the Company in connection with the Scheme of Amalgamation. The Report is required to be filed within 7 days of the expiry of 21 days from the date of uploading of the Scheme of Amalgamation and related documents on the website of the stock exchanges. The Scheme of Amalgamation along with related documents were uploaded on the website of NSE Limited on 24th April 2025 and the period of 21 days expired on 15^th May 2025. Accordingly, we are enclosing herewith the 'Report on Complaint', as Annexure 1.

Request you to kindly take the above on record.

DCW LIMITED

Thanking you, Yours faithfully,

For DCW Limited Dilip Darji Company Secretary Membership No.: ACS - 22527

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021. TEL: 4957 3000, 4957 3001 REGISTERED OFFICE: DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com. Website: www.dcwltd.com. CIN-L24110GJ1939PLC000748

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	NI
$\overline{2}$ .	Number of complaints forwarded by Stock Exchanges/ SEBI	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	Nil
5.	Number of complaints pending	Nil

Part B

Sr. No.	Name of complainant 19. 2009. And Info World Angle I To Latter the UK	Date of complaint	Status (Resolved/Pending)
		NOT APPLICABLE

For DCW Limited MORY Dilip Darji Company Secretary Membership No.: ACS - 22527

Place: Mumbai Date: May 20, 2025

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021. TEL 14957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email ho@dcwltd.com. Website www.dcwltd.com. CIN-L24110GJ1939PLC000748

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT - 1, AHMEDABAD

ITEM No.301 C.A.(CAA)/51(AHM)2025

Under Section 230-232 of the Companies Act, 2013

IN THE MATTER OF:

Dhrangadhara Trading Compay Private imited Sahu Brothers Private Limited DCW Limited

........Applicant

........Respondent

Order delivered on: 26/09/2025

CORAM:

MR. SHAMMI KHAN, HON'BLE MEMBER (J) MR. SANJEEV SHARMA, HON'BLE MEMBER (T)

ORDER (Hybrid Mode)

The case is fixed for pronouncement of order. The order is pronounced in the open court, vide separate sheet.

$Sd$ /-

SANJEEV SHARMA MEMBER (TECHNICAL)

$-5d$ -

SHAMMI KHAN MEMBER (JUDICIAL)

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT-1, AHMEDABAD

CA(CAA)/51(AHM)2025

[Company Application under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act. 2013 read with Companies (Compromises. Arrangements, and Amalgamations) Rules, 2016].

In the matter of the Scheme of Amalgamation

Memo of Parties

Dhrangadhara Trading Company Private Limited

CIN: U99999GJ1942PTC163556

A company incorporated under the provisions of the erstwhile Indian Companies Act, 1913 and valid subsisting and under the Companies Act, 2013 and having its registered office at: Dhrangadhra, Surendranagar 363310, Gujarat, India.

....Applicant Company No.1/ Transferor Company No. 1

Sahu Brothers Private Limited

CIN: U65910GJ1949PTC163598

A company incorporated under the provisions of the erstwhile Indian Companies Act, 1913 and valid subsisting and under the Companies Act, 2013 and having its. registered office at: Dhrangadhra, Surendranagar 363310, Gujarat, India.

....Applicant Company No.2/ Transferor Company No.2

CA(CAA)/51(AHM)2025 Dhrangadhara Trading Company Pvt. Ltd.& Ors.

Page 1 of 34

DCW Limited

CIN: L24110GJ1939PLC000748

A company incorporated under the provisions of the erstwhile Indian Companies Act, 1913 and valid and subsisting under the Companies Act, 2013 and having registered its office at: Dhrangadhra, Gujarat, India 363315

....Applicant Company No.3/ Transferee Company

Order Pronounced on 26.09.2025

CORAM:

MR. SHAMMI KHAN, HON'BLE MEMBER (JUDICIAL) MR. SANJEEV SHARMA, HON'BLE MEMBER (TECHNICAL)

APPEARANCE:

For the Applicant Companies : Mr. Ravi Pahwa, Advocate

ORDER Per Bench

1. This is $\mathbf{a}$ joint Company Application $Viz.$ CA(CAA)/51(AHM)2025, filed by three companies, namely, Dhrangadhara Trading Company Private Limited (Transferor Company No. 1), Sahu Brothers Private Limited (Transferor Company No. 2) and DCW Limited (Transferee Company) under Sections 230 to 232 read with Section 66 and other relevant provisions of the Companies Act and read with Companies (Compromise, Arrangement and Amalgamations)

Rules, 2016 (hereinafter referred to as "Companies (CAA) Rules, 2016").

• Affidavits dated 09.09.2025, in support of the present $2.$ company application, were sworn by Mr. Romu Malkani, the Authorized Signatory of the Applicant Company No. 1 and Mr. Ashish Jain, the Authorized Signatory of the Applicant Company No. 2 and Mr. Dilip Darji, the Authorized Signatory of the Applicant Company No.3, duly authorized vide Board Resolutions dated 13.02.2025 of the Applicant Companies. The aforesaid affidavits and board resolutions are placed on record along with the company application. The Board Resolutions are annexed at Exhibit-7, Exhibit-8 and Exhibit-9 of the company application.
• The proposed Scheme, inter alia, provides for Amalgamation 3. of the Transferor Company No.1/Dhrangadhara Trading Company Private Limited, Transferor Company No.2/Sahu Brothers Private Limited with the Transferee Company/DCW Limited with effect from the Appointed Date i.e. 01.07.2024, pursuant to the provisions of Sections 230-232 and Section 66 and/or other applicable provisions of the Act and in accordance with Section 2(1B) of the Income Tax Act, 1961.

Dhrangadhara Trading Company Pvt. Ltd.& Ors.

• $4₁$ It is submitted that the registered offices of all the Applicant Companies are situated within the territorial jurisdiction of the Registrar of Companies, Ahmedabad, Gujarat, which falls under the jurisdiction of this Tribunal.
• It is further submitted that the Applicant Companies are 5. empowered by their respective Memorandum of Association and Articles of Association to enter into a Scheme of Amalgamation. Copies of Memorandum and Articles of Association of the Applicant Companies are placed on record as Exhibit-1, Exhibit-3 and Exhibit-5. The copies of the Audited Balance Sheet of all the Applicant Companies as on 31.03.2025 are placed on record as Exhibit-2, Exhibit-4 and Exhibit-6 as well as copies of the Unaudited Financial Statements of all the Applicant Companies as on 30.06.2025 are placed on record as Exhibit-2A, Exhibit-4A and Exhibit-6A.
• The Applicant Companies in this company application have 6. also filed a Revised Synopsis on 23.09.2025, in which they sought the following reliefs;

E OUITY	SECURED	UNSECURED
SHAREHOLDERS	CREDITORS	CREDITORS

CA(CAA)/51(AHM)2025

Dhrangadhara Trading Company Pvt. Ltd.& Ors.

	MEETING	MEETING	MEETING
Dhrangadhara Trading Company Private Limited Transferor Company No.1	Convene the meeting	NA	NА
Sahu Brothers Private Limited / Transferor Company No.2	Convene the meeting	NA.	NA
DCW Limited / Transferee Company	Convene the meeting	Convene the meeting	Convene the meeting

Dhrangadhara Trading Company Private Limited / 7. Transferor Company No.1

a. From the certificate of incorporation filed, it is evident that it was incorporated on 21.10.1942, as Dhrangadhara Trading Company Private Limited as a Private Limited Company, under the provisions of the erstwhile Indian Companies Act, 1913. Subsequently, its registered office was shifted from the State of Gujarat to the State of Maharashtra. Thereafter, the registered office was shifted back to State of Gujarat with effect from 30^th May, 2025 and is currently situated at Dhrangadhra, Surendra Nagar - 363310, Gujarat, India with Registrar of Companies, Gujarat having CIN: U99999GJ1942PTC163556. The Transferor Company No. 1 is carrying on the business of wholesale and retail trading, including acting as

buyers. sellers. commission agents, importers, exporters, and dealers in various goods and materials, specifically including chemicals such as Soda Ash. Transferor Company No. 1 is authorized to carry on any trade, business, employment, manufacturing, or agency-related activity, whether directly or indirectly, that may support or enhance its authorized operations or improve the value or profitability of its assets, rights, or business, and is further permitted to invest in, acquire, and hold shares, debentures, and securities of this or other companies, either directly or through nominees, as mentioned in detail in Memorandum of Association of the Transferor Company No. 1.

The authorised, issued, subscribed and paid-up share $b.$ capital of the Transferor Company No.1 as on 30.06.2025, was as under:-

Particulars	Amount (INR)
Authorised Share Capital
1,000 Equity Shares of INR 100 each	1,00,000
9,000 Preference Shares of Rs.100 each	9,00,000
Total	$10,00,000/$ -
Issued, Subscribed And Paid-Up Share Capital
518 Equity Shares of INR 100 each fully paid up	51,800
Total	51,800

CA(CAA)/51(AHM)2025 Dhrangadhara Trading Company Pvt. Ltd.& Ors.

Subsequent to 30.06.2025, and till the date of filing of this Company Scheme Application, there has been no change in the issued, subscribed, and paid-up Share Capital of the Transferor Company No.1.

• The company has reserves and surplus of Rs.54,880,00 $\mathbf{C}$ . as on 31.03.2025. It has no revenue from operations but other income of Rs.1,130,00 and profit before tax of Rs (-)421,00 for the financial year 2024-2025.
• As on 30.06.2025, there are $d_{\cdot}$ 5 (Five) Equity Shareholders and all the Equity Shareholders have given their consent on affidavits approving the proposed Scheme. All the consent affidavits of the Equity Shareholders and the certificate dated 04.09.2025 of the Chartered Accountants, A R C H and Associates, confirming the number and value of the Equity Shareholders, are placed on record as Exhibit 23A-23E.
• As on 30.06.2025, there is NIL Secured Creditor in the e. Transferor Company No.1. The Certificate dated 04.09.2025 of the Chartered Accountants, A R C H

CA(CAA)/51(AHM)2025 Dhrangadhara Trading Company Pvt. Ltd.& Ors.

Page 7 of 34

and Associates, confirmed that there is NIL Secured Creditor. The same is placed on record as Exhibit-28.

As on 30.06.2025, there is NIL Unsecured Creditor in $f_{\cdot}$ the Transferor Company No.1. The Certificate dated 04.09.2025 of the Chartered Accountants, A R C H and Associates, confirmed that there is NIL Unsecured Creditor. The same is placed on record as Exhibit-34.

Sahu Brothers Private Limited / Transferor Company No. 8. $\overline{2}$

From the certificate of incorporation filed, it is evident a. that it was incorporated on 04.04.1949, under the provisions of the erstwhile Indian Companies Act, 1956 as Sahu Brothers Saurashtra Private Limited with the Registrar of Companies, Gujarat, as a Private Limited Company. Subsequently, its registered office was shifted from the State of Gujarat to the State of Maharashtra, with effect from 28.05.2007. Thereafter, the company's name was changed from Sahu Brothers Saurashtra Private Limited to its present name, Sahu Brothers Private Limited, with effect from 23.11.2007. Further, its registered office was shifted back from

The authorised, issued, subscribed and paid-up share $b.$ capital of the Transferor Company $No.2$ as on 30.06.2025, was as under:-

Particulars	Amount (INR)
Authorised Share Capital
10,00,000 Equity Shares of Rs.100 each	10,00,00,000/
Total	$10,00,00,000/$ -
Issued, Subscribed And Paid-Up Share Capital
9,74,559 Equity Shares of Rs.100 each, fully paid up	9,74,55,900
Total	9,74,55,900

Subsequent to 30.06.2025, and till the date of filing of this Company Scheme Application, there has been no change in the issued, subscribed, and paid-up share capital of the Transferor Company No.2.

• The $C_{\bullet}$ company has reserves and surplus οf Rs.24,20,84,703 as on 31.03.2025. It has no revenue from operations and profit before tax of Rs. (-)9,46,876 for the financial year 2024-2025.
• As on 30.06.2025, there are 11 (Eleven) Equity $d.$ Shareholders and all the Equity Shareholders have their consent on affidavits approving the given proposed Scheme. All the consent affidavits of the Equity Shareholders and the certificate dated 04.09.2025 of the Chartered Accountants, A R C H

and Associates, confirming the number and value of the Equity Shareholders are placed on record as Exhibit 24A-24K

• As on 30.06.2025, there is NIL Secured Creditor in the e. Transferor Company No.2. The Certificate dated 04.09.2025 of the Chartered Accountants, A R C H and Associates, confirmed that there is NIL Secured Creditor. The same is placed on record as Exhibit-29.
• $f_{\cdot}$ As on 30.06.2025, there is NIL Unsecured Creditor in the Transferor Company No.2. The Certificate dated 04.09.2025 of the Chartered Accountants, A R C H and Associates, confirmed that there is NIL Unsecured Creditor. The same is placed on record as Exhibit-35.

9. DCW Limited / Transferee Company

From the certificate of incorporation filed, it is evident a. that it was incorporated on 28.01.1939, under the provisions of erstwhile Indian Companies Act, 1956 as Dhrangadhra Chemical Works Limited with the Registrar of Companies, Gujarat as a Public Limited Company, having CIN: L24110GJ1939PLC000748 and its registered office is located at NA, Dhrangadhra,

Gujarat, India - 363315. Subsequently, the company's name was changed from Dhrangadhra Chemical Works Limited to its present name i.e. DCW Limited with effect from 08.04.1987. The Transferee Company is a prominent chemicals manufacturer in India, listed on both BSE and NSE. It operates across the Chlor-Alkali, Synthetic Rutile, and PVC segments while also producing Soda Ash, Sodium Bicarbonate, and Ammonium Bicarbonate. Its diverse product portfolio includes Caustic Soda, Liquid Chlorine, Hydrochloric Acid, Beneficiated Ilmenite, Trichloroethylene, Yellow Iron Oxide, Ferric Chloride, UTOX, and PVC.

The authorised, issued, subscribed and paid-up share $b.$ capital of the Transferee Company as on 30.06.2025, was as under:-

Particulars	Amount (INR)
Authorised Share Capital
35,00,00,000 Equity Shares of Rs.2 each	$70,00,00,000/$ -
Total	70,00,00,000/-
Issued, Subscribed And Paid-Up Share
Capital
29,51,55,017 Equity Shares of Rs.2	59,03,10,034
each, fully paid up
Total	59,03,10,034

CA(CAA)/ 51(AHM)2025 Dhrangadhara Trading Company Pvt. Ltd.& Ors.

Subsequent to 30.06.2025, and till the date of filing of this Company Scheme Application, there has been no change in the issued, subscribed, and paid-up Share Capital of the Transferee Company.

• c. The company has other equity of Rs.97,366.05 lakhs as on 31.03.2025. It has revenue from operations of Rs.200034.33 lakhs and profit before tax of Rs.4936.30 for the financial year 2024-2025.
• As far as the equity shareholders of the Transferee $\mathbf{d}$ . Company are concerned, Transferee Company has placed on record the shareholding pattern (Exhibit-20) as on 30.06.2025. It is submitted that meeting of the equity shareholders be called to consider and, if thought fit, to approve the Scheme with or without modification(s).
• As on 30.06.2025, there are 9 (Nine) Secured Creditors e. (including Secured Creditors from whom LC is availed, although they are not outstanding as on 30.06.2025), total amounting to INR 50,199.86 Lakhs. It includes Secured Creditors from whom non-fund-based limits in the form of Letter of Credit (LC) are availed to the extent of INR 13,902.72 Lakhs, although they are not

outstanding as on 30.06.2025. Chartered Accountants, A R C H and Associates, vide Certificate dated 04.09.2025, has certified the name and value of the Secured Creditors of the Transferee Company. The certificate is annexed to the company application as Exhibit-30. Transferee Company is seeking directions for convening and holding meeting of its Secured Creditors.

f. 30.06.2025, there are 1,278 Unsecured As on. Creditors and the value of unsecured debt is INR 57,304.19 Lakhs. Chartered Accountants, A R C H and Associates, vide Certificate dated 04.09.2025, has certified the name and value of the Unsecured Creditors of the Transferee Company. The certificate is annexed to the company application as Exhibit-36. Transferee Company is seeking directions for convening and holding meeting of its Unsecured Creditors.

10. Rationale for the Scheme:

It is proposed to amalgamate the Transferor Companies into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Companies to directly hold shares in the Transferee Company. It is envisaged that the

following benefits would, inter alia, accrue to the Transferee Company:

• The promoter group of the Transferee Company is $a$ desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Companies into the Transferee Company;
• The amalgamation will result in the direct holding of $b)$ shares by the promoters in the Transferee Company. This will not only reduce shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company;
• The promoters group's shareholding in the Transferee $C$ Company will remain unchanged pre and postamalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.
• The shareholders of the Transferor Companies shall $d)$ indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

Accordingly, the Board of Directors of the Transferor Companies and the Transferee Company have formulated this Scheme for transfer and vesting of the Transferor Companies with and into the Transferee Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 including any statutory

CA(CAA)/51(AHM)2025

Dhrangadhara Trading Company Pvt. Ltd.& Ors.

modification or re-enactment or amendment thereof). The scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the Transferor Companies and the Transferee Company, and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the scheme.

• 1. The Scheme provides that the shareholders of the transferor companies will be issued shares of the transferee company. Page 393 of the Application gives information on the share exchange ratio.
• 1. In compliance with the SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20.06.2023, as amended from time to time, the Transferee Company forwarded copies of the Scheme, along with the requisite documents and annexures, to BSE Limited and the National Stock Exchange of India Limited on 05.03.2025, seeking their observations on the Scheme. The copies of the observation letters/no-objection letters dated 13.08.2025 and 14.08.2025 issued by BSE Limited and the National Stock Exchange of India Limited, respectively, are annexed hereto and marked as Exhibit '13' and Exhibit '14'.
• 1. It is submitted that a copy of the certificate dated 13.02.2025 issued by the Statutory Auditor of the

CA(CAA)/51(AHM)2025 Dhrangadhara Trading Company Pvt. Ltd.& Ors.

Transferee Company to the effect that the Accounting Treatment specified in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 is annexed hereto and marked at Exhibit '15'

• 1. Copy of the fairness opinion issued by the Merchant Banker is annexed as Exhibit '16'. Further, share exchange ratio report issued by CA, Harsh Chandrakant Ruparelia, Registered Valuer-Securities or Financial Assets, IBBI Registration No. IBBI/RV/05/2019/11106 which is annexed as $'Exhibit'17'.$
• 1. It is submitted that there are no investigations or proceedings instituted or pending about the Applicant Companies under the Companies Act, 2013 or by any other regulatory authorities and there is no petition for windingup/under the IBC, 2016 admitted against the Applicant Companies. The Applicant Companies have also annexed an Affidavit in this regard.
• 1. It is submitted that the Directors of the Applicant Companies may be deemed to be concerned and/or interested in the Scheme to the extent of their shareholding

Page 17 of 34

in the Applicant Companies, or to the extent the said Directors are common Directors in the Applicant Companies, or to the extent the said Directors are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold shares in any of the Applicant Companies.

• 1. It is submitted that the Applicant Companies have not accepted any public deposits and are not in arrears of repayment of any public deposits.
• 1. It is submitted that the Transferor Companies are not listed on any recognized stock exchange in India nor governed by any specific Sectoral regulators. The equity shares of the Transferee Company are listed on BSE Limited and National Stock Exchange of India Limited. Further, none of the Applicant Companies are registered as NBFCs.
• 1. It is submitted that in terms of Section $230(2)(c)$ of the Act, it is also declared that the proposed Scheme is not a corporate debt restructuring scheme and hence creditors responsibility statement and other requirements of section 230(2)(c) of the Act are not applicable in the present case.

• Further, clause 14 of the Scheme provides for cancellation of equity shares of Transferee Company which are held by the Transferor Companies.

The details of reduction of share capital of the Transferee Company included in the present Scheme is as follows:

With effect from the Appointed Date and upon Part II of the Scheme becoming effective, the existing holdings of (Twelve Lakh Eighty Thousand Five 12,80,500 Hundred) equity shares of face value Rs.2 each, held by Transferor Company 1 and 5,24,59,860 (Five Crore Twenty-Four Lakh Fifty-Nine Thousand Eight Hundred Sixty) equity shares of face value Rs.2 each, held by Transferor Company 2 in the Transferee Company, shall stand cancelled and extinguished.

• 1. The Scheme does not in any way violate, override or circumscribe any provisions of the Companies Act, 2013 and Rules, Regulations and Guidelines made under the said Act.
• 1. We have heard Ld. Counsel for the Applicant Companies and perused the record. Applicant Companies through this Company Application, seeking dispensation of the meetings of Equity Shareholders of the Transferor Company No. 1 and Transferor Company No. 2 as all the Equity Shareholders have given their consent in affidavits. There are no Secured and Unsecured Creditors in the Transferor Company No.1

and Transferor Company No. 2, hence, there is no need for convening the meetings.

• 1. However, on perusal of the consent affidavits obtained from the equity shareholders of Transferor Company No.1 and Transferor Company No. 2, proper identification proof of the equity shareholders are not annexed along with the consent affidavits. The learned counsel for the Applicant Companies consented for convening meetings of the equity shareholders of the Transferor Company No. 1 and Transferor Company No.2. Hence, the Tribunal directs the convening of meetings for equity shareholders of the Transferor Company No. 1 and Transferor Company No.2 to ensure compliance with procedural requirements under Section 230(9) of the Companies Act, 2013.
• 1. The applicant companies filed further joint affidavit dated 18.09.2025 on 22.09.2025, vide inward no. D6385. Further, applicant companies filed revised the synopsis on 23.09.2025, vide inward no. D6479, wherein seeking directions for convening the meetings of the equity shareholders of the Transferor Companies also

• Taking into consideration, the company application filed by the Applicant Companies and the documents filed therewith as well as the position of law, this Tribunal issue the following directions to meet the ends of justice:-

In relation to Dhrangadhara Trading Company Α. Private Limited/Transferor Company No. 1

With respect to Equity Shareholders: $(i)$

Since it is represented that there are 5 Equity shareholders in the Transferor Company No.1 as on 30.06.2025, the meeting of the Equity Shareholders shall be convened and held on 15.11.2025 at 10.00 A.M. at the registered office of the Transferee Company or through Video Conferencing (VC) or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices, for the purpose of considering and, if though fit, approving with or without modification(s), the proposed Scheme. The Scheme shall be considered approved if it receives the support of a majority in number representing three-fourths in value of the

equity shareholders present and voting, as required under Section 230(6) of the Companies Act, 2013.

(ii) With respect to Secured Creditors

Since it is represented that there are NIL Secured Creditor in the company, the necessity of convening and holding a meeting of Secured Creditor does not arise.

(iii) With respect to Unsecured Creditors

Since it is represented that there are NIL Unsecured Creditor in the company, the necessity of convening and holding a meeting of Unsecured Creditor does not arise.

B. In relation to Sahu Brothers Private Limited/Transferor Company No. 2

(i) With respect to Equity Shareholders:

Since it is represented that there are 11 Equity shareholders in the Transferor Company No.2 as on 30.06.2025, the meeting of the Equity Shareholders shall be convened and held on 15.11.2025 at 11.00 A.M. at the registered office of the Transferee Company or through Video Conferencing (VC) or if not convenient

at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices, for the purpose of considering and, if though fit, approving with or without modification(s), the proposed Scheme. The Scheme shall be considered approved if it receives the support of a majority in number representing three-fourths in value of the equity shareholders present and voting, as required under Section 230(6) of the Companies Act, 2013.

(ii) With respect to Secured Creditors

Since it is represented that there are NIL Secured Creditor in the company, the necessity of convening and holding a meeting of Secured Creditor does not arise.

(iii) With respect to Unsecured Creditors

Since it is represented that there are NIL Unsecured Creditor in the company, the necessity of convening and holding a meeting of Unsecured Creditor does not arise.

C. In relation to DCW Limited/Transferee Company

With respect to the Equity Shareholders $(i)$

Since it is represented that there are $1,11,252$ (as per further joint affidavit) equity shareholders in the Transferee Company and it is listed company and sought directions for convening and holding the meeting of the Equity shareholders, the meeting of the Equity Shareholders shall be convened and held on 15.11.2025 at 12.00 Noon at the registered office of the Transferee Company or through Video Conferencing (VC) or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices, for the purpose of considering and, if though fit, approving with or without modification(s), the proposed Scheme. The Scheme shall be considered approved if it receives the support of a majority in number representing threefourths in value of the equity shareholders present and voting, as required under Section 230(6) of the Companies Act, 2013.

(ii) With respect to Secured Creditor

Since it is represented that there is 9 Secured Creditors, the meeting of all the Secured Creditors shall be convened and held on 15.11.2025 at 2.30 P.M. at the registered office of the Transferee Company or through Video Conferencing (VC) or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices, for the purpose of considering and, if though fit, approving with or without modification(s), the proposed Scheme. The Scheme shall be considered approved if it receives the support of a majority in number representing three-fourths in value of the creditors present and voting, as required under Section 230(6) of the Companies Act, 2013.

(iii) With respect to Unsecured Creditors

Since it is represented that there are 1278 Unsecured Creditors in the Transferee Company, the meeting of the Unsecured Creditors, (including all the creditors towards lease liabilities, if any), shall be convened and held on 15.11.2025 at 3.30 P.M. at the registered

office of the Transferee Company or through Video Conferencing (VC) or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices, for the purpose of considering and, if though fit, approving with or without modification(s), the proposed Scheme. The Scheme shall be considered approved if it receives the support of a majority in number representing threefourths in value of the creditors present and voting, as required under Section 230(6) of the Companies Act, 2013.

Chairperson appointed for the 26. The above-mentioned meetings shall be CA Naresh Jindal (Naresh Jindal & Associates), (Mob No.94162-00088, Email id: canareshjindal@gmail.com). The remuneration of the Chairperson for the aforesaid meetings shall be Rs. 1,50,000/- (Rupees One Lakh Fifty Thousand Only) for the services, excluding applicable taxes, out-of-pocket expenses, travelling expenses etc., also to be borne by the Applicant Companies. The chairperson will file the reports of the

meetings within a week from the date of holding the abovementioned meetings.

• 1. Ms. Kriti Kothari, Advocate (Mob: 6352508379 and Email id: kotharikriti24@gmail.com) is appointed as a Scrutinizer and would be entitled to a remuneration of Rs.75,000/- (Rupees Seventy-Five Thousand Only) for the services excluding applicable taxes, out-of-pocket expenses, travelling expenses etc., also to be borne by the Applicant Companies.
• 1. The Quorum of the aforesaid meetings of the Equity Shareholders of all the Applicant Companies and Secured Creditors and Unsecured Creditors of the Transferee Company, including all the creditors towards lease liabilities, if any, shall be as per the Companies (CAA) Rules, 2016 and in compliance of Section 103 as well as Section 230(6) of the Companies Act, 2013. The meetings shall be conducted as per applicable provisions of law and rules thereunder.
• 1. In case the quorum as noted above, for the above meetings, is not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the person(s)

Dhrangadhara Trading Company Pvt. Ltd.& Ors.

present after adjournment shall be deemed to constitute the quorum. For the purpose of computing the quorum, the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meetings, is filed with the registered office of the Applicant Companies at least 48 hours before the meetings. The proxy form shall be in the format prescribed under Rule 10 of the Companies (CAA) Rules, 2016, or any other form approved by the Chairperson. The Chairperson appointed herein along with the Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the Applicant Companies to attain at least the quorum fixed, if not more in relation to approval of the Scheme.

• 1. The meetings shall be conducted as per the applicable procedure prescribed under the MCA Circular MCA General Circular Nos. (i) 20/2020 dated 5th May, 2020 (AGM Circular), (ii) 14/2020, dated 08.04.2020 (EGM Circular-I) and (iii) 17/2020 dated 13.04.2020 (EGM Circular-II).
• 1. At least 1 (one) month before the aforesaid meetings, an advertisement about convening of the said meetings,

indicating the day, the date and time, shall be published in "Indian Express" in English language in National Edition "Financial Express" in Vernacular language in and Gujarat Edition to cover the jurisdiction where the Equity Shareholders of all the Applicant Companies and Secured Creditors and Unsecured Creditors of the Transferee Company are located. The publication shall indicate time within which the copies of the Scheme shall be made available to the concerned persons free of charge from the registered office of the Applicant Companies. The publication shall also indicate that the statement required to be furnished pursuant to Section 102 of the Act read with Sections 230-232 of the Act can be obtained free of charge at the registered office of the Applicant Companies.

1. In addition, at least 1 (one) month before date of the aforesaid meetings, notice of convening the said meetings, indicating the day, the date and the time aforesaid, instructions with regard to the aforesaid meetings, together with a copy of the Scheme, a copy of the Explanatory Statement required to be furnished pursuant to Section 102 of the Act read with the provisions of Sections 230-232 of

the Act and the provisions of the Rules thereunder, shall be sent to the Equity Shareholders of all the Applicant Companies and Secured Creditors and Unsecured Creditors of the Transferee Company at their registered post or last known addresses either $by$ Registered Post/Speed Post/Airmail/or E-mail or by Courier or by Hand Delivery. The notice shall be sent to those Equity Shareholders of all the Applicant Companies and Secured Creditors and Unsecured Creditors of the Transferee Company. The notice shall be sent to all the equity shareholders of the applicant companies with reference to the equity shareholders appearing on the record of the applicant companies as on 31.08.2025 and the secured and the unsecured creditors appearing on the record of the Transferee Company as on 31.08.2025.

1. The number and value of the debt of the Equity Shareholders of Transferor Companies 1 and 2 shall be in accordance with the records or register of Transferor Companies 1 and 2 and where the entries in the records or registers are disputed and the number and value of the debt Equity Shareholders, Secured Creditors of the and

Dhrangadhara Trading Company Pvt. Ltd.& Ors.

Unsecured Creditors of the Transferee Company shall be in accordance with the records or register of Transferee Company and where the entries in the records or registers are disputed, the Chairman of the meetings shall determine the number or value, as the case may be, for purposes of the meetings and his/her decision in that behalf shall be final;

• 1. Chairman to file an affidavit not less than seven (7) days before the date fixed for the holding of the meeting and do report to this Tribunal that the directions regarding the issue of notices and the advertisement of the meeting, have been duly complied with as per Rule 12 of the Rules.
• 1. It is further ordered that the Chairman shall report to this Tribunal on the result of the said meetings in Form No. CAA.4, verified by his/her affidavit as per Rule 14 of the Rules in Form No. CAA.4 within 7 (seven) days after the conclusion of the meetings. The report of Chairman shall be filed before this Tribunal by the Chairman himself.
• 1. In compliance of sub-section (5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, 2016, the Applicant Companies shall individually send notice to the concerned (i) Central Government through the Regional

Act, shall send the same to this Tribunal with a copy of the same to be supplied to the Applicant Companies.

• 1. The Applicant Companies are required to serve notice pursuant to Section 230(5) of the Companies Act, 2013 to the regulatory authorities which are likely to be affected.
• 1. The Applicant Companies shall furnish a copy of the Scheme free of charge within 1 day of any requisition for the Scheme made by every equity shareholders of the applicant companies and secured and unsecured creditors of the Transferee Company entitled to attend the meetings as aforesaid. Such requisitions may be made after the publication of the notice convening the meetings, as per Rule 7 of the Companies (CAA) Rules, 2016.
• 1. The Authorized Representative of the applicant companies shall furnish affidavit of service of notice of meeting and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meetings.
• 1. All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises,

Arrangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicant Companies. All procedural steps, including filing of affidavits of service, obtaining approvals for alternative venues, and serving regulatory notices, shall be completed within the timelines specified herein or, where not specified, within 14 days of the relevant triggering event, unless otherwise directed by this Tribunal.

• 1. The Registry and the Applicant Companies are directed to communicate a copy of this order to the Chairperson and Scrutinizer, within three working days after the pronouncement of the order.
• 1. The Company Application being CA(CAA)/51(AHM)2025 stands allowed on the aforesaid terms.

$-5d$

SANJEEV SHARMA MEMBER (TECHNICAL) SK

$SdA$

SHAMMI KHAN MEMBER (JUDICIAL)

SI.	Reference	Particulars	Status
$\mathbf{1}$	Regulations 17 to 27 of LODR Regulations	Corporate governance requirements	Yes, complied
$\overline{2}$	Regulation 11 of LODR Regulations	Compliance with securities laws	Yes, complied
	Requirements of this circular
(a)	Para $(I)(A)(2)$	Submission of documents to Stock Exchanges	Yes, complied. The documents are submitted alongwith compliance report

(b)	Para $(I)(A)(3)$	Conditions for schemes of arrangement involving unlisted entities	We undertake to comply with applicable the conditions specified in Para (I)(A)(3) in relation Scheme the to involving unlisted entities.
(c)	Para $(I)(A)(4)$ (a)	Submission of Valuation Report	Yes, complied and valuation report is attached
(d)	Para $(I)(A)(5)$	Auditors certificate regarding compliance with Accounting Standards	Yes, complied and auditor certificate is attached

Ce1tified that the transactions/accounting treatment provided in the draft Scheme of Amalgamation involving Transferor Company 1 and Transferor Company 2 with and into Transferee Company are in compliance with all the Accounting Standards applicable to a listed entity.

Pradipto Mukher ee Chief Financial Officer

Ashish Jain

Managing Director

OCW LIMITED

HEAD OFFICE "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAl-400 021 TEL • 4957 3000. 4957 3001 REGISTERED OFFICE· DHRANGADHRA- 363 315 (GUJRAT STATE) Email ho@dcwltd com. Website www.dcwltd.com. CIN-L24110GJ1939PLC000748

Details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against DCW Limited, its promoters and directors

There are no ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company and its promoters and directors. However, details related to ongoing material litigations as intimated to the Stock Exchanges under Regulation 30 of the Listing Regulations are detailed as below:

Sr. No.	Court Tribunal	Brief Summary	Stake Amount Involved (Rs. in Crores)	Current Status
1.	Before the Hon'ble Madras High Court	Writ Petition No. 37936 of 2002 filed by DCW before the Hon'ble Madras High Court, challenging demand dt. 06.02.2002 by the Tamil Nadu Government, as affirmed and enhanced by the communication dated 02.09.2002, for water the basis of charges on allotted maximum quantity instead of the estimated quantity as per agreement.	initial demand The Chief the by Engineer was for Rs. 1,49,33,610/- on 06.02.2002 and. thereafter, enhanced to Rs. 2,22,21,843/- on 02.09.2002. Vide letter dt.17.02.2005. this demand was revised Rs. to $6,60,62,000/$ -. Bv. periodical revision letters they have revised to Rs 29.94 crores which pertains to the period from 1971 until the present date.	Order dt.25.02.2005 passed by the Hon'ble Madras High Court in WP MP No. 6662 of 2005 granting interim stay. Order dt. 08.07.2022 passed by the Hon'ble Madras High Court in the Writ Petition directing that the matter be posted along with WA.NO. 405 of 2006 etc. batch after getting necessary order from the Chief Justice.

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

		LIMITED
			However, the interim order is still in force. There are no arrears as the water charges are paid in advance on the estimated quantity in terms of the agreement.
$\overline{\mathbf{c}}$	Before the Secretary to the Government. Energy Dept., State of Tamil Nadu.	Appeal No. of 2021 [Appeal No. not issued appeal petition is dated Aug 2021] by DCW against the Order of the Electrical Inspector, Thoothukudi dated 21.05.2012 passed under S.9 of the Tamil Nadu Tax on Consumption or Sale of Electricity Act, 2003 alleging that electricity tax has not been paid for electricity sold to PTC and seeking arrears of the e-tax @5% on charges collected for such sales for the period April 2009 to May 2011. However, the agreements between DCW and PTC show that sale of power is only to TNEB/TANGEDCO and not to PTC which is only a licensed intermediary, therefore it is automatically exempt from taxation under Section 3(1)(b) of the Tamil Nadu Tax on Consumption of or Sale of Electricity Act, 2003.	Rs. 9,92,89,000/-	Hearing is awaited.

LIMITED
3 Before the Secretary to the Government of Tamil Nadu Energy Department	Appeal No. of 2021 [No] Appeal No. issued, appeal petition is dated Dec 2021] before the Secretary to the Govt. of Tamil Nadu, Energy Department on behalf of DCW Ltd. seeking to quash the demand notice dated 02.09.2014 Electrical by Inspectorate, Government of Tamil Nadu, levying electricity tax on DCW under the Tamil Nadu Tax on Consumption or of Sale Electricity (Amendment) Act 2007.	Demand Rs. of 20, 26, 72, 285/- with interest Rs. of 15,41,98,603/- was the for period 16.6.2003 to 31.5.2012 In terms of the interim order dated 25.09.2014 in Writ Petition No. 26425 of 2014, the Petitioner deposited Rs. 6,40,23,714/- as Electricity (Consumption) Tax paid on 5 th January 2015. DCW has been making payment from April 2014 onwards. The matter 1s: connected to the SLP (C) No. 31420 of 2012 filed by DCW before the Hon'ble Supreme Court of India challenging the Order dated 15.06.2012 in WP No. 18902 of 2012 passed by Hon'ble Madras High Court upholding the	Hearing is awaited.

MITE

			constitutional validity of the Tamil Nadu Tax on Consumption or Sale Electricity of (Amendment) Act 2007.
4	Before the Hon'ble Supreme Court of India	Special Leave Petition (C) No. 31420 of 2012 filed by DCW challenging the Order dated 15.06.2012 in WP No. 18902 of 2012 passed by Hon'ble Madras High Court upholding the constitutional validity of the Tamil Nadu Tax on Sale of Consumption or Electricity (Amendment) Act 2007.	Same Sr.no.3 as above, as the matters are connected.	a) Order passed tagging it with other cases before the Supreme Court. dt.23.11.2012 b) Order the restraining Respondent from taking any coercive steps for disconnecting supply of electricity to DCW's premises, subject to the DCW paying all the charges/dues, except the tax calculated on the basis of maximum demand.
5	Before the Madurai Bench of the Hon'ble High Court of Madras	Writ Petition (MD) No.1054 of 2020 filed by DCW challenging the Order of Tamil Nadu Electricity Regulatory Commission in dt.13.12.2019 demanding payment of Rs. 10,02,09,677/- from DCW towards parallel operations charges w.e.f. May 2014 until November 2019 on net capacity,	10,02,09,677/- Rs. for the period May 2014 until November 2019. Vide letter dt.02.01.2020, Superintending Engg. Tuticorin demanded a further Rs. 15,00,000/- to be	Order dated 21.01.2020 a) in WMP(MD)/853/2020 granting DCW an interim stay of the Order impugned dt.13.12.2019 and posting the matter along with WP(MD)No.12760

LIMITED

even though DCW is a captive included in 12/2019 of 2019 (similar case of generating plant paying demand CC bill onwards. M/s. Chettinad Cement). charges under contract for HT b) Order dt. 18.04.2023 in connection. WP(MD) No.1045 of 2020 passed by the Hon'ble Madras High Court following the Madras High Court batch Order in W.P. No.2411 of 2019, etc., disposing of the WP and the connected petitions, and transferring it to the file of the APTEL, New Delhi, to be heard along with Appeal Nos.162 - 165, 173, 233, 234, 276, 310, 323, 324, 325, 328, 395, 434, 2410, 214 & 215 of 2019 & 82 of 2020. Further, it was left open to DCW to raise all grounds raised in the WP before the APTEL. Further, the Court directed that till the appeals are disposed of by the APTEL, the interim order that has already been granted by this Court shall continue.

		LIMITED
6	Before the Hon'ble CESTAT. Chennai	Appeal No. 42331 of 2014 by DCW before CESTAT, Chennai Order in against Original No.40/2014 31.07.2014 dt. passed by the Commissioner of Customs, Tuticorin rejecting classification of the coal imported by DCW as Steam Coal, reclassifying it as Bituminous coal and denying benefit the of Customs Notification which gives a concessional rate for steam coal.	a.	Differential duty: Rs.12,43,76,921 a/w interest (out of which 93 lakhs have been paid as deposit at the time of filing); b. Penalty on importer: Rs.13.00.00.000: c. Penalty on DCW VP: Rs.1,00,000; d. Redemption fine: Rs.13 crores.	N/A
7	Before the Hon'ble Supreme Court of India	Special Leave Petition Civil Application No. 10935 of 2013 filed by DCW challenging the Order dt.02.11.2012 passed by the Hon'ble Gujarat High Court in Second Appeal No.48 of 1990 with respect to the Salt Works land situated in Kuda, Gujarat. The Hon'ble Gujarat High Court has held that the land was not let permanently to DCW under the lease agreement dated 29.01.1939 entered into DCW between and the Government of the Maharaja of the erstwhile State of		N/A	a) Order dt. 14.12.2012 passed by the Supreme Court directing the parties to maintain status quo with regard to the leasehold properties. b) Order dt. 22.11.2013 passed by the Supreme Court directing that the interim order will continue till final disposal of the appeal. Further, it was clarified that as far as the royalty and other charges are

	Dhrangadhara, and the lease was therefore terminable at the option of the Lessor.		concerned, it would be open to the respondent State to revise them in accordance with law.
8 Before the Madurai Bench of the Hon'ble High Court of 1 Madras	Writ Petition (MD) No.11192 of 2017 challenging and seeking to stay the operation of G.O. Ms No. 85 dt. 31.03.2017 issued by the Government of Tamil Nadu rejecting DCW's request for the assignment of lands as per G.O. Ms No.76 dt. 07.01.1959, and seeking to collect the arrears of lease amount from 1989 to 2017 along with 12% interest and seeking to resume an extent of 793.39 acres of lands in Punnakayl, Sernthamangalam and Kayalpattinam villages of Tiruchendur Taluka. Thoothukudi District from DCW Limited.	N/A	Consequent to the order dated February 26, 2024, the Company had filed the fresh request with the Government for allotment of the lands and is awaiting the hearing from Government. the Subsequently, the filed Government had Writ Appeal WA(MD) 1436/2025 in the Madras High Court seeking stay of the High Court Order dated February 26, 2024. The Madras High Court Division Bench now by its Order dated June 13, 2025, which was received by the Company on June 18, 2025, has held: (i) the Respondent (the Company) shall not be evicted till the disposal of the Writ Appeal; (ii) there shall be an interim stay.

	LIMITED
9 of Tax. Mumbai	Commissioner Orders passed under Section 143 (3) of the Income Tax Act, Income 1961 for A.Y. 2023-24 and A.Y. (Appeals) 47 - 2024-25. Orders passed under Section 143(3) read with Section 147 of the Income Tax Act, 1961 for the A.Y. 2015-16, 2016-17, 2018-19, 2019-20, 2020-21, 2021-22, 2022-23. The Income Tax Authority vide orders under re-assessment Section 143 (3) read with Section 147 of the Income Tax Act, 1961 has raised the demand of account on disallowance/additions under various Sections of the Income Tax Act, 1961.	The demand has been raised to the tune of 1.06 Crores Rs. including interest for the A.Y. 2022-23. The orders have also reduced the MAT Credit available with the Company by an amount aggregating to Rs. 28.93 Crores for the block period of 10 years ending A.Y. 2024-25 due to disallowance of certain expenditures. Further, the notices for initiation of penalty has been issued. The said block assessment has an effect of increasing the contingent for liability the Company to the tune of Rs. 35.62 Crores. Further, the contingent liability has also been reduced by Rs. 54.08 Crores on account of 3 favourable orders issued by Commissioner of Income Tax Appeals	The Company, in consultation with its tax expert, is of the opinion that the above tax demand under the above-referred order(s) is not tenable in law. The Company - has filed appeal before CIT(Appeals) 47 which is pending.

			Mumbai, 47. m. pending an order giving effect by the Income Tax Department.
10	Commissioner $\circ$ f Income Tax. (Appeals) 47 - Mumbai	Orders passed under Section 147 of the Income Tax Act, 1961 for A.Y. 2017-18. The Income Tax Authority vide re-assessment orders under Section 147 of the Income Tax Act, 1961 has raised the demand account of on disallowance/additions under various Sections of the Income Tax Act, 1961.	The demand has been raised to the tune of Rs. 5.63 Crores including interest for the A.Y. 2017-18. Further, the notices initiation for of penalty has been issued	The Company has filed before appeal CIT(Appeals)47,Mumbai which is pending.

For DCW Limited urry

Dilip Darji Sr. General Manager (Legal) & Company Secretary
Membership No.: ACS-22527

Date: 09/10/2025 Place: Mumbai

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021.
TEL.: 4957 3000, 4957 3001
REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

(A SEBI Registered Category - I Merchant Banker)

Date: 13th October, 2025

To Board of Directors, Dhrangadhara Trading Company Private Limited Dhrangadhara, Surendranagar, Gujarat - 363 310

Sub: Certificate On Accuracy And Adequacy of Disclosures Of information Pertaining To Dhrangadhara Trading Company Private Limited in the Abridged Prospectus in relation to the Proposed Scheme of Amalgamation amongst Dhrangadhara Trading Company Private Limited ("Transferor Company1 " Or "DTCPL"), and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") with and into DCW Limited ("Transferee Company") (hereinafter referred as to the "Scheme").

Dear Sir/Madam.

We Seren Capital Private Limited, a category-I, SEBI registered Merchant Banker (hereinafter referred to as "Seren") having registration Number INM000013156 have been appointed by Dhrangadhara Trading Company Private Limited to provide a compliance report with respect to adequacy and accuracy of disclosures made in the Abridged Prospectus of Dhrangadhara Trading Company Private Limited dated 11^th October, 2025 (the "Abridged Prospectus") under the proposed Scheme of Amalgamation amongst Dhrangadhara Trading Company Private Limited (Transferor Company 1 or DTCPL) and Sahu Brothers Private Limited (Transferor Company 2 or SBPL) with and into DCW Limited ("Transferee Company") and their respective shareholders (hereinafter referred as to the "Scheme").

Scope and Purpose of the certificate:

Securities and Exchange Board of India ("SEBI") vide the SEBI Master Circular no. No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time ("SEBI Circular"), as amended from time to time, prescribed that the listed entity is required to include the applicable information pertaining to the unlisted entity involved in the scheme in the format specified for abridged prospectus as provided under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, in the explanatory statement or notice sent to the shareholders/creditors while seeking approval of the Scheme. The accuracy and adequacy of such disclosures are required to be certified by a SEBI Registered Merchant Banker after following the due diligence process.

Source of Information:

We have received the following information from the Management of DTCPL:

• Scheme of Amalgamation amongst Dhrangadhara Trading Company Private Limited (Transferor Company 1 or DTCPL) and Sahu Brothers Private Limited (Transferor Company 2 or SBPL) with and into DCW Limited ("Transferee Company") and their respective shareholders (hereinafter referred as to the "Scheme").
• ii. Abridged Prospectus dated October 11, 2025 of DTCPL, enclosed as Annexure 1, comprising of applicable information in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended read with the Securities and Exchange Board of India ("SEBI") circular no. SEBI/HO/CFD/SSEP/CIR/P/2022/14

Flevate Your Potential

Seren Capital Private Limited

(A SEBI Registered Category - 1 Merchant Banker)

dated February 4, 2022. The Disclosure Document has been prepared in connection with the Scheme, pursuant to the requirement of the SEBI Circular.

iii. Information / documents / undertakings, etc. provided by the management of DTCPL pertaining to the disclosures made in the Abridged Prospectus of DTCPL dated October 11, 2025.

Certification:

As required under the SEBI Circular, we have examined the disclosures made in the Abridged Prospectus, which shall form part of the explanatory statement to the Notice to be issued by DTCPL. Accordingly, we confirm that the information disclosed in the Abridged Prospectus are accurate, adequate and contains all applicable information required in respect of unlisted entity involved in the Scheme, i.e. DTCPL, in terms of the SEBI Circular and the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended read with SEBI circular no. SEBI/HO/ CFD/SSEP/CIR /P /2022 /14 dated February 4, 2022.

The above confirmation is based on the information furnished and explanations provided to us by the DTCPL, assuming the same is complete and accurate in all material aspects on an "as is" basis. Ve have relied on the financials, information and representations furnished to us on an "as is" basis and have not carried out an audit of such information. With respect to disclosure of financial details, DTCPL has disclosed Audited Financials for the year ending March 31st 2025,2024 and 2023 in the Abridged Prospectus. Our scope of work does not constitute an audit of financial information and accordingly we are unable to and do not express an opinion on the fairness of any such financial information referred to in the Disclosure Document. This certificate is a specific purpose certificate issued in terms of the SEBI Circular and hence it should not be used by any person other than to whom it is addressed or for any other purpose or transaction. This certificate is not, nor should it be construed to be, a certification of compliance of the Scheme with the provisions of applicable law including Company, taxation and securities markets related laws or as regards any legal implications or issues arising thereon, except for the purpose expressly mentioned herein.

Thanking You,

For Seren Capital Private Limited

/PR Akun Goyal Director DIN: 10701139 Date: 13th October, 2025

This is an Abridged Prospectus (Abridged Prospectus / Document) containing salient features pertaining to the unlisted private Company, Dhrangadhara Trading Company Private Limited which is a party to Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") with and into DCW Limited ("Transferee Company") (hereinafter referred as to the "Scheme"). You may download the Scheme from the website of DCW i.e. www.dcwltd.com or the website of the stock exchanges where the equity shares of DCW are listed i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE together hereinafter referred to as the "Stock Exchanges").

This Document has been prepared in connection with the above Scheme, pursuant to the SEBI Master Circular No. SEBVHO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time ("SEBI Circular"). This Document should be read together with the Scheme.

THIS ABRIDGED PROSPECTUS CONSISTS OF EIGHT PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED CIN: U99999GJ1942PTC163556

Registered Office	Head Office	Contact Person	Email and Telephone	Website
Dhrangadhra, Surendranagar, Gujarat $-363$ 310	Nirmal, 3rd Floor, Nariman Point, Mumbai- 400021	Mr. Romu Malkani, Director	Telephone: 022-4957 3000; 022 4957 3001 E-mail: legal@dcwltd.com	Not Available
		Promoters of the Company
1. Vivek Jain, 2. Ashish Jain. 3. 4. Mudit Jain 5.	Jain Sahu Brothers Properties LLP, Bakul Premchand Jain and

Details of Offer to Public

Type of	Fresh	OFS Size	Total	Issue Under			Share Reservation
Issue (Fresh/ OFS/Fresh & OFS)	Issue Size (by no. of shares or by amount in Rs)	(by no. of shares or by amount in Rs)	Issue Size (by no. of shares or by amount in Rs)	6(1)/6(2)	QIB	$-2.2 - 1$ NII	RII	Any other
NA	NA	NA	NA	NA	NA	NA	NA	NA

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders (upto a maximum of 10 selling shareholders)

Name	Type.	No of Shares offered/ Amount in	WACA in 7 2 Equity	Name	Type and the company's process	No of Shares offered/ Amount in	WACA in $7$ Per Equity
NΑ	NA.	NA	NA	NA	NA	NA	NA

Price Band, Minimum Bid Lot & Indicative Timelines
Price Band	NA
Minimum Bid Lot Size	NA
Anchor Bid/Offer Date	NA
Bid/ Offer Opening Date	NA
Bid/ Offer Closing Date	NA
Finalization of Basis of Allotment with the Designated Stock Exchange	NA
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or UPI ID linked bank account.	NA
Credit of Equity Shares to Demat accounts of Allottees	NA
Commencement of trading of the Equity Shares on the Stock Exchange	NA

The Abridged Prospectus is issued pursuant to the Scheme and is not an offer to public at large. The time frame cannot be established with absolute certainty, as the Scheme is subject to approvals from relevant regulatory authorities.

Details of WACA of all shares transacted over the trailing eighteen months from the date of Abridged Prospectus

Period	Weighted Average Cost of Acquisition (in Rs.	Cap Price is 'X' times the Weighted Average Cost of Acquisition	Range of acquisition price: Lowest Price- Highest Price (in Rs.)
Trailing Eighteen Month from the date of Abridged Prospectus	1,09,180	NA	1,09,180-1,09,180

WACA: Weighted Average Cost of Acquisition has been calculated on fully diluted basis for the trailing eighteen months from the date of Abridged Prospectus.

RISKS IN RELATION TO THE FIRST ISSUE

Not applicable as DTCPL is an unlisted Company and is not offering any securities / equity shares through an initial public offer to the public at large, pursuant to the Scheme.

GENERAL RISK

Not applicable as the offer is not for public at large. Specific attentions of the investors is invited to the section "Internal Risk Factors" at page 7 of this Abridged Prospectus.

$\overline{2}$

SCHEME DETAILS AND PROCEDURE

DETAILS OF SCHEME OF AMALGAMATION

The Board of Directors of DCW Limited, Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited in their respective meetings held on February 13, 2025 approved a scheme of amalgamation. This Scheme of Amalgamation ("Scheme") is presented under Section 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the rules and regulations made thereunder and in compliance with provisions of Section 2(1B) of the Income tax Act, 1961 for the amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") with and into DCW Limited ("Transferee Company" or "DCW"), on a going concern basis in the present form or with such alterations / modifications as may be approved or imposed or directed by National Company Law Tribunal with effect from the Appointed Date and upon effectiveness of the Scheme on the Effective Date.

A. Consideration under the Scheme:

Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 1 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot such number of equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 1 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 1 in the Transferee Company in the following manner:

12,80,500 fully paid equity shares of INR 2/- each of DCW to be issued and allotted to the Equity Shareholders of DTCPL, in proportion to their holdings in DTCPL in the event of amalgamation of DTCPL into DCW.

(Equity shares to be issued by the Transferee Company as above are hereinafter referred to as "New Equity Shares").

B. Appointed Date

The "Appointed Date" means the 1st day of July, 2024 or such other date as may be approved by the National Company Law Tribunal or any other competent authority and acceptable to the Board of Directors of the Transferor Companies and the Transferee Company.

Note: The above details of the Scheme have been suitably extracted from the Scheme.

The procedure with respect to public issue / offer would not be applicable as the Scheme does not involve issue of any Equity Shares to the public at large. Hence, the procedure with respect to General Information Documents (GID) is not applicable.

3

			PRICE INFORMATION OF BRLM's
Sr. No.	Issuer Name	Name of Merchant banker	$+/-$ % change in Price on closing price, $ +/$ % change in closing benchmark]- 30 th calendar days from listing*	price, $ +/-$ % benchmark]- 90th calendar days from listing*	$+/-$ % change in $+/-$ % change in Price on closing Price on closing $\frac{9}{6}$ price, $ +/- $ change in closing change in closing benchmark]- 180th calendar days from listing*
			Not Applicable

Name of BRLM and contact details (telephone and email id) of each BRLM	Not Applicable
Name of Registrar to the Issue and contact details (telephone and email id)	Not Applicable
Name of Statutory Auditors	S. Jain Bohra & Co., Mumbai
Name of Credit Rating Agency and the rating or grading obtained, if	Not Applicable
Name of Debenture Trustee, if any	Not Applicable
Self-Certified Syndicate Banks	Not Applicable
Non Syndicate Registered Brokers	Not Applicable
Details regarding website address(es)/ link(s) from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers who can accept application from investor (as applicable)	Not Applicable

	PROMOTERS OF THE ISSUER COMPANY
Sr. No	Name		Individual/Corporate Experience/Corporate Information
1.	Jain Sahu Brothers Properties LLP	Corporate	Jain Sahu Brothers Properties LLP was formed on November 24, 2022 through conversion of Company namely, Jain Sahu Brothers Properties Private Limited. Its registered office is situated at DCW LTD Complex, Dhrangadhara, Surendra Nagar, Dhrangadhara, Gujarat - 363310 Its LLPIN is ABZ-1917. The said LLP is currently engaged in the real estate activities.
2.	Vivek Jain	Individual	Mr. Vivek Jain has more than 40 years of wide experience in the Chemical Industry and presently looks after the overall general management including strategic planning and financial

			functions of the DCW Limited. He is with the Company since 1984 and presently serving as the Managing Director of the DCW Limited. He is also serving as a Director on the Board of various other Companies.
3.	Ashish Jain	Individual	Mr. Ashish Jain has around 30 years of wide experience in the Chemical Industry and presently looks after the overall management of the DCW Limited. He is with the DCW Limited since 1995 and presently serving as the Managing Director of the DCW Limited. He is also serving as a Director on the Board of various other Companies.
4.	Bakul Jain	Individual	Mr. Bakul Jain has more than 40 years of wide experience in the Chemical Industry and presently looks after the overall general management including strategic planning and financial functions of the DCW Limited. He has joined the service of the DCW Limited in the year 1982 and presently he is serving as the Chairman & Managing Director of the Company. He is also serving as a Director on the Board of various other Companies.
5.	Mudit Jain	Individual	Mr. Mudit Jain has 35 years wide experience in the Chemical Industry and presently working as a Sr. Advisor of the DCW Limited. He has also served as a Managing Director of the DCW Limited. He is also serving as a Director on the Board of various other Companies.

	BUSINESS OVERVIEW AND STRATEGY
Company Overview	DTCPL was incorporated on 21st October 1942, and it has its registered office situated at Dhrangadhra, Surendranagar, Gujarat - 363 310. Its CIN is U99999GJ1942PTC163556. The Company is not engaged in any business activity and does not generate any revenue from operations.
Product/Service Offering: Revenue segmentation by product/service offering Geographies Served:
Revenue segmentation by geographies
Key Performance Indicators:
Client Profile or Industries Served:	Not Applicable as the Company does not generate
Revenue segmentation in terms of top 5/10 clients or Industries:	any revenue from operations.
Intellectual Property, if any:
Market Share:
Manufacturing plant, if any:
Employee Strength

			BOARD OF DIRECTORS
Sr. No.	Name of the Director	Designation (Independent / Whole time / Executive / Nominee)	Experience including current/past position held in other firms	Other Directorships
i.	Sudarshan Ganapathy	Director (Professional)	Mr. Sudarshan Ganapathy has an overall 39 years of work experience spanning across various sectors like Pharmaceutical. Industrial Chemicals, Polymer and speciality products. Presently he is serving as the Chief Operations Officer of the DCW Limited.	$\bullet$ Crescent Holdings and Enterprises Private Limited · Florida Holdings and Trading Pvt Ltd
2.	Romu Malkani	Director (Professional)	Mr. Romu Malkani, aged 55 years, has an overall 33+ years of work experience in procurement and project purchasing, leading cross- border sourcing and large-scale project execution. Presently he is serving as the Asst. Vice President, Projects of the DCW Limited.	Florida Holdings and Trading Pvt Ltd

OBJECTS OF THE SCHEME

It is proposed to amalgamate the Transferor Companies into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Companies to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• (i) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Companies into the Transferee Company
• (ii) The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company.
• (iii) The promoter group's shareholding in the Transferee Company will remain unchanged pre- and post-amalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.
• (iv) The shareholders of the Transferor Companies shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

Details of means of Finance:- Not Applicable

Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues / rights issues, if any, of the Company in the preceding 10 years: Not Applicable

Name of the monitoring agency, if any: Not Applicable

Terms of issue of convertible security, if any - Not Applicable

Shareholding pattern of the DTCPL:

Sr. No.	Particulars	Number of shares (face value: Rs. $100/-$ each)	% of holding
	Promoters & Promoter Group	518	100%
	Public	۰
	Non Promoter - Non Public	۰	$\overline{\phantom{a}}$
	Total	518	$100\%$

Number/amount of equity shares proposed to be sold by selling shareholder- if any. - Not Applicable

Audited Financials

			(In Hundreds)
Particulars	2025	2024	2023
Total Income from operations (net)	1,130	3,868	7,683
Net Profit /(Loss) before tax and extraordinary items	(421)	3.318	7,072
Net Profit /(Loss) after tax and extraordinary items	(421)	3,318	6,882
Equity Share Capital	518	500	500
Reserves and Surplus	54,880	45,846	42,528
Net Worth	55,398	46,346	43,028
Basic Earning Per share (Rs.)	$-81.27$	663.60	1376.40
Diluted Earning per Share (Rs.)	$-81.27$	663.60	1376.40
Return on net worth (%)	$-0.76%$	7.16%	15.99%
Net assets value per share (Rs.)	10694.59	11069.20	10405.60

INTERNAL RISK FACTORS

1. DTCPL presently has no active operations. Its income is limited to non-operating sources such as dividend income, interest income, sale of parking rights etc., making it dependent on nonrecurring income streams.

2. 1. Upon effectiveness of the Scheme, the accounting policies, systems, and procedures of the Transferor Company will be aligned with those of DCW Limited. Differences in accounting treatment or asset recognition may result in transitional adjustments.
3. 1. The share exchange ratio and consideration under the Scheme are based on independent valuation reports as of a specific date. Any change in the financial or market position of the company thereafter may affect the fairness perception of the valuation.

1. Certain historical financial and operational data of the Transferor Company may be limited due to the nature of their businesses or the period of inactivity.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against the Company and amount involved: Nil

B. Brief details of top 5 material outstanding litigations against the Company and amount involved: Nil

C. Regulatory Action, if any - disciplinary action taken by SEBI or Stock Exchanges against the Promoters / Group companies in last 5 Financial years including outstanding action, if any: Nil

D. Brief details of outstanding criminal proceedings against Promoters: Nil

DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and
the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may he have been complied with and no statement made in the Disclosure Document is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulation issued there under, as the case may be. We further certify that all statements in the Disclosure Document are true and correct.

For and on behalf of Dhrangadhara Trading Company Private Limited

nonalter Romu Malkani (Director) DIN: 08482309 Date: 11th October, 2025

Place: Mumbai

8

Annexure 19B

(A SEBI Registered Category - I Merchant Banker)

Date: 13th October, 2025

To Board of Directors Sabu Brothers Private Limited Dhrangadhara, Surendranagar, Guiarat - 363 310

Sub: Certificate On Accuracy And Adequacy of Disclosures Of information Pertaining To Sahu Brothers Private Limited in the Abridged Prospectus in relation to the Proposed Scheme of Amalgamation amongst Dhrangadhara Trading Company Private Limited ("Transferor Company1" Or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") with and into DCW Limited ("Transferee Company") (hereinafter referred as to the "Scheme").

Dear Sir/Madam.

We Seren Capital Private Limited, a category-I, SEBI registered Merchant Banker (hereinafter referred to as "Seren") having registration Number INM000013156 have been appointed by Sahu Brothers Private Limited to provide a compliance report with respect to adequacy and accuracy of disclosures made in the Abridged Prospectus of Sahu Brothers Private Limited dated 11^th October, 2025 (the "Abridged Prospectus") under the proposed Scheme of Amalgamation amongst Dhrangadhara Trading Company Private Limited (Transferor Company 1 or DTCPL) and Sahu Brothers Private Limited (Transferor Company 2 or SBPL) with and into DCW Limited ("Transferee Company") and their respective shareholders (hereinafter referred as to the "Scheme").

Scope and Purpose of the certificate:

Securities and Exchange Board of India ("SEBI") vide the SEBI Master Circular no. No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time ("SEBI Circular"), as amended from time to time, prescribed that the listed entity is required to include the applicable information pertaining to the unlisted entity involved in the scheme in the format specified for abridged prospectus as provided under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, in the explanatory statement or notice sent to the shareholders/creditors while seeking approval of the Scheme. The accuracy and adequacy of such disclosures are required to be certified by a SEBI Registered Merchant Banker after following the due diligence process.

Source of Information:

We have received the following information from the Management of SBPL:

• î. Scheme of Amalgamation amongst Dhrangadhara Trading Company Private Limited (Transferor Company 1 or DTCPL) and Sahu Brothers Private Limited (Transferor Company 2 or SBPL) with and into DCW Limited ("Transferee Company") and their respective shareholders (hereinafter referred as to the "Scheme").
• ii. Abridged Prospectus dated October 11, 2025 of SBPL, enclosed as Annexure 1, comprising of applicable information in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended read with the Securities and Exchange Board of India ("SEBI") circular no. SEBI/HO/CFD/SSEP/CIR/P/2022/14

Seren Capital Private Limited (A SEBI Registered Category - I Merchant Banker)

dated February 4, 2022. The Disclosure Document has been prepared in connection with the Scheme, pursuant to the requirement of the SEBI Circular.

iii. Information / documents / undertakings, etc. provided by the management of SBPL pertaining to the disclosures made in the Abridged Prospectus of SBPL dated October 11, 2025.

Certification:

As required under the SEBI Circular, we have examined the disclosures made in the Abridged Prospectus, which shall form part of the explanatory statement to the Notice to be issued by SBPL. Accordingly, we confirm that the information disclosed in the Abridged Prospectus are accurate, adequate and contains all applicable information required in respect of unlisted entity involved in the Scheme, i.e. SBPL, in terms of the SEBI Circular and the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended read with SEBI circular no. SEBI/HO/ CFD/SSEP/CIR /P /2022 /14 dated February 4, 2022.

The above confirmation is based on the information furnished and explanations provided to us by the SBPL, assuming the same is complete and accurate in all material aspects on an "as is" basis. Ve have relied on the financials, information and representations furnished to us on an "as is" basis and have not carried out an audit of such information. With respect to disclosure of financial details, SBPL has disclosed Audited Financials for the year ending March 31" 2025,2024 and 2023 in the Abridged Prospectus. Our scope of work does not constitute an audit of financial information and accordingly we are unable to and do not express an opinion on the fairness of any such financial information referred to in the Disclosure Document. This certificate is a specific purpose certificate issued in terms of the SEBI Circular and hence it should not be used by any person other than to whom it is addressed or for any other purpose or transaction. This certificate is not, nor should it be construed to be, a certification of compliance of the Scheme with the provisions of applicable law including Company, taxation and securities markets related laws or as regards any legal implications or issues arising thereon, except for the purpose expressly mentioned herein.

Thanking You,

For Seren Capital Private Limited Akun Goyal

Director DIN: 10701139

Date: 13th October, 2025

This is an Abridged Prospectus (Abridged Prospectus / Document) containing salient features pertaining to the unlisted private Company, Sahu Brothers Private Limited which is a party to Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") with and into DCW Limited ("Transferee Company") (hereinafter referred as to the "Scheme"). You may download the Scheme from the website of DCW i.e. www.dcwltd.com or the website of the stock exchanges where the equity shares of DCW are listed i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE together hereinafter referred to as the "Stock Exchanges").

This Document has been prepared in connection with the above Scheme, pursuant to the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time ("SEBI Circular"). This Document should be read together with the Scheme.

THIS ABRIDGED PROSPECTUS CONSISTS OF TEN PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

CIN:U65910GJ1949PTC163598

Office	Head Office	Contact Person	Email and Telephone	Website
Dhrangadhra, Surendranagar, Gujarat $-363$ 310	Nirmal, 3 rd Floor, Nariman Point, Mumbai- 400021	Mr. Ashish Jain, Director	Telephone: 022- 4957 3000; 022 49573001 E-mail: legal@dcwltd.com	Not Available
		Promoters of the Company
Mrs. Durgavati Jain, 2. Mr. Ashish Jain, 3. Mr. Bakul Jain. 4. 5. Mr. Vivek Jain, 6. Mrs. Meeta Jain, 7.	Sahu Cylinders & Udyog Private Limited, Mr. Mudit Jain,

Details of Offer to Public
----------------------------	--	--

Type of	Fresh	OFS Size	Total	Issue Under		Share Reservation
Issue (Fresh/ OFS/Fresh & OFS)	Issue Size shares or bv amount in Rs)	(by no. (by no. of $ $ of shares $ $ or by amount in $Rs$ )	Issue Size (by no. of shares or bv amount $\mathbf{m}$	6(1)/6(2)	OIB	NH	RII	Anv Other

Ť

NA.
	NA NA NA		NA NA NA NA

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders (upto a maximum of 10 selling shareholders)

Name	Type	No of Shares offered/ Amount in	WACA in ₹Per Equity	Name	Type	No of Shares offered/ Amount in	WACA in ₹ Per Equity
NA	NA.	NA	NA	NA	VA	NA	NA

Price Band, Minimum Bid Lot & Indicative Timelines
Price Band	NA
Minimum Bid Lot Size	NΑ
Anchor Bid/Offer Date	NA
Bid/ Offer Opening Date	NA
Bid/ Offer Closing Date	NA
Finalization of Basis of Allotment with the Designated Stock Exchange	NA
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or UPI ID linked bank account	NA
Credit of Equity Shares to Demat accounts of Allottees	NΑ
Commencement of trading of the Equity Shares on the Stock Exchange	NA

The Abridged Prospectus is issued pursuant to the Scheme and is not an offer to public at large. The time frame cannot be established with absolute certainty, as the Scheme is subject to approvals from relevant regulatory authorities.

Details of WACA of all shares transacted over the trailing eighteen months from the date of Disclosure Document

Period	Weighted Average Cost of Acquisition (in $\operatorname{Rs.}$	Cap Price is 'X' times the Weighted Average Cost of Acquisition	Range of acquisition price: Lowest Price- Highest Price (in Rs.)
Trailing Eighteen Month from the date of Abridged Prospectus	161.76	NA	$0 - 5071$

WACA: Weighted Average Cost of Acquisition has been calculated on fully diluted basis for the trailing eighteen months from the date of Abridged Prospectus.

RISKS IN RELATION TO THE FIRST ISSUE

Not applicable as Sahu Brothers Private Limited is an unlisted Company and is not offering any securities / equity shares through an initial public offer to the public at large, pursuant to the Scheme

GENERAL RISK

Not applicable as the offer is not for public at large. Specific attentions of the investors is invited to the section "Internal Risk Factors" at page 9 of this Abridged Prospectus.

SCHEME DETAILS AND PROCEDURE

DETAILS OF SCHEME OF AMALGAMATION

The Board of Directors of DCW Limited and Sahu Brothers Private Limited and Dhrangadhara Trading Company Private Limited in their respective meetings held on February, 13, 2025 approved a scheme of amalgamation. This Scheme of Amalgamation ("Scheme") is presented under Section 230- to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the rules and regulations made thereunder and in compliance with provisions of Section 2(1B) of the Income tax Act, 1961 for the amalgamation Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") with and into DCW Limited ("Transferee Company" or "DCW"),on a going concern basis in the present form or with such alterations / modifications as may be approved or imposed or directed by National Company Law Tribunal with effect from the Appointed Date and upon effectiveness of the Scheme on the Effective Date.

A. Consideration under the scheme:

Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 2 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 2 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 2 in the Transferee Company in the following manner:

"5,24,59,860 fully paid equity shares of INR 2/-each of DCW to be issued and allotted to the Equity Shareholders of SBPL, in proportion to their holdings in SBPL in the event of amalgamation of SBPL into DCW"

((Equity shares to be issued by the Transferee Company as above are hereinafter referred to as "New Equity Shares").

B. Appointed Date

The "Appointed Date" means the 1st day of July, 2024 or such other date as may be approved by the National Company Law Tribunal or any other competent authority

Note: The above details of the Scheme have been suitably extracted from the Scheme.

$+\prime$ - % change in $+\prime$ - % change in Price on closing Price on closing price, [+/- % price, [+/- change in closing change in closing benchmark]- benchmark]- calendar 180th	$\frac{9}{2}$ calendar
	days from listing days from listing

Name of BRLM and contact details (telephone and email id) of each BRLM	Not Applicable
Name of Registrar to the Issue and contact details (telephone and email id)	Not Applicable
Name of Statutory Auditors	S. Jain Bohra & Co., Mumbai
Name of Credit Rating Agency and the rating or grading obtained, if	Not Applicable
Name of Debenture Trustee, if any	Not Applicable
Self-Certified Syndicate Banks	Not Applicable
Non Syndicate Registered Brokers	Not Applicable
Details regarding website address(es)/ link(s) from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers who can accept application from investor (as applicable)	Not Applicable

	PROMOTERS OF THE ISSUER COMPANY
Sr. No	Name	Individual/Corporate	Experience
1.	Cashco Holding Private Limited	Corporate.	Cashco Holding Private Limited was formed on December 4, 1982. Its registered office is situated at Nirmal, 3rd Floor, Nariman Point, Mumbai - 400 021. Its CIN is U51100MH1982PTC028833. The said Company is currently engaged in the business of Financial Services.

2.	Mrs. Durgavati Jain	Individual	Mrs. Durgavati Jain has more than 35 years of wide experience in the rubber industry. Further, she is also serving as a Director on the Board of various other Companies.
3.	Mr. Vivek Jain	Individual	Mr. Vivek Jain has more than 40 years of wide experience in the Chemical Industry and presently looks after the overall general management including strategic planning and financial functions of the DCW Limited. He is with the Company since 1984 and presently serving as the Managing Director of the DCW Limited. He is also serving as a Director on the Board of various other Companies.
4.	Mr. Ashish Jain	Individual	Mr. Ashish Jain has around 30 years of wide experience in the Chemical Industry and presently looks after the overall management of the DCW Limited. He is with the DCW Limited since 1995 and presently serving as the Managing Director of the DCW Limited. He is also serving as a Director on the Board of various other Companies.
5.	Mr. Bakul Jain	Individual	Mr. Bakul Jain has more than 40 years of wide experience in the Chemical Industry and presently looks after the overall general management including strategic planning and financial functions of the DCW Limited. He has joined the service of the DCW Limited in the year 1982 and presently he is serving as the Chairman & Managing Director of the Company. He is also serving as a Director on the Board of various other Companies.
6.	Mr. Mudit Jain	Individual	Mr. Mudit Jain has 35 years wide experience in the Chemical Industry and presently working as a Sr. Advisor of the DCW Limited. He has also served as a Managing Director of the DCW Limited. He is also serving as a Director on the Board of various other Companies.
7.	Sahu Cylinders & Udyog Private Limited	Corporate	Sahu Cylinders & Udyog Private Limited was formed on July 7, 1982. Its registered office is situated at 645, Anna Salai, 3rd Floor Greams Road, Chennai, Tamil Nadu, India, 600006. Its CIN is U27209TN1982PTC011278. The said Company is currently engaged in the business to manufacture, produce, buy, sell and carry on business of gas cylinders, valves, regulators, stoves and their accessories and industrial gas.

8.	Mrs. Meeta Jain	Individual	Mrs. Meeta Jain has more 15 years of experience as a Educationist and a chancellor.
9.	Florida Holdings and Trading Private Limited	Corporate	Florida Holdings and Trading Private Limited was formed on July 7, 1982. Its registered office is situated at Nirmal, 3rd Floor, Nariman Point, Mumbai 400 021. CIN Its 18 U67120MH1983PTC029104. The said Company is currently engaged in the business of Financial Services
10.	Mrs. Paulomi Jain	Individual	Mrs. Paulomi Jain has 30 years of wide experience in the Chemical Industry and presently serving as the President of the DCW Limited. She is also serving as a Director on the Board of various other Companies.
11.	Ms. Varsha Jain	Individual	Mrs. Varsha Jain has more than 20 years of wide experience as a Director of Sahu Cylinders Udyog Private Limited.

	BUSINESS OVERVIEW AND STRATEGY
Company Overview	SBPL was incorporated on 04 th April 194, and it has its registered office situated at Dhrangadhra, Surendranagar, Gujarat - 363-310. Its CIN is U65910GJ1949PTC163598. The Company is not engaged in any business activity and does not generate any revenue from operations.
Product/Service Offering: Revenue segmentation by product/service offering	Not Applicable as the Company does not generate any revenue from operations.
Geographies Served:
Revenue segmentation by geographies
Key Performance Indicators:
Client Profile or Industries Served:
Revenue segmentation in terms of top 5/10 clients or Industries:
Intellectual Property, if any:
Market Share:
Manufacturing plant, if any:
Employee Strength

BOARD OF DIRECTORS
Sr. No.	Name of the Director	Designation (Independent / Whole time / Executive /Nominee)	Experience & Educational Qualification	Other Directorships Indian Companies / Foreign Companies
ı.	Vivek Shashichand Jain	Director	Mr. Vivek Jain has more than 40 years of wide experience the in Chemical Industry and presently looks after the overall general management including strategic planning and financial functions of the DCW Limited. He is with the Company since 1984 and presently serving as the Managing Director of the DCW Limited. He is also serving as a Director on the Board of various other Companies.	$\bullet$ DCW Pigments Limited · DCW Limited $•$ Jain Sahu Brothers Properties LLP
$\overline{2}$ .	Ashish Jain	Director	Mr. Ashish Jain has around 30 wide years of experience in the Chemical Industry and presently looks after the overall management of the DCW Limited. He is with the DCW Limited since 1995 and presently serving as the Managing Director of the DCW Limited. He is also serving as a Director on the Board of various other Companies.	D C W Limited ٠ Kish Co Private ٠ Limited Vikrant ٠ Holdings And Trading Pvt Ltd Jain Sahu Brothers Properties LLP
3.	Bakul Premchand Jain	Director	Mr. Bakul Jain has more than 40 years of wide experience in the Chemical Industry and presently looks after the overall general management including planning strategic and financial functions of the DCW Limited. He has joined the service of the DCW Limited in the year $1002$ and successity to in	DCW Limited ٠ ٠ ВJ Holdings Private Limited $\bullet$ Cash Co Holdings Private Limited ٠ DCW Pigments Limited ۰ Canvas Shoc Co. (Goa) Private Limited

			serving as the Chairman $\&$ Managing Director of the Company. He is also serving as a Director on the Board of various other Companies.	D.P.B. $\bullet$ Holdings Private Limited Jain Sahu $\bullet$ Brothers Properties LLP
4.	Mudit Jain	Director	Mr. Mudit Jain has 35 > Zodiac-JRD-MKI years wide experience in the Chemical Industry and Sahu Cylinders and presently working as a Sr. Advisor of the DCW Limited. He has also served as a Managing Director of the DCW Limited. He is also serving as a Director on the Board of various other Companies.	Limited Udyog Private Limited · DCW Pigments Limited · Jain Sahu Brothers Properties LLP

OBJECTS OF THE SCHEME

It is proposed to amalgamate the Transferor Companies into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Companies to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• (i) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Companies into the Transferee Company
• (ii) The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company.
• (iii) The promoter group's shareholding in the Transferee Company will remain unchanged pre- and post-amalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.
• (iv) The shareholders of the Transferor Companies shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

Details of means of Finance:- Not Applicable

Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues / rights issues, if any, of the Company in the preceding 10 years: Not Applicable

Name of the monitoring agency, if any: Not Applicable

Terms of issue of convertible security, if any-Not Applicable

Shareholding pattern of the DTCPL:

Sr. No.	Particulars	Number of shares	% of holding
	Promoter & Promoter Group	9.74.559	100%
	Public.
	Non Promoter - Non Public
	Total	9,74,559	$100\%$

Number/amount of equity shares proposed to be sold by selling shareholder- if any. - Not Applicable

Audited Financials

Particulars	2025	2024	2023
Total Income from operations (net)	789	1,58,263	3,16,147
Net Profit /(Loss) before tax and extraordinary items	(20, 725)	1,57,213	3,15,205
Net Profit /(Loss) after tax and extraordinary items	(21, 110)	1,57,108	3.15.205
Equity Share Capital	9,74,559	9,73,080	9,73,080
Reserves and Surplus	24.20,847	23,68,436	23,67,020
Net Worth	33,95,406	33,41,516	33,40,100
Basic Earning Per share (Rs.)	(2.17)	16.15	32.39
Diluted Earning per Share (Rs.)	(2.17)	16.15	32.39
Return on net worth (%)	$-0.62%$	4.70%	9.44%
Net assets value per share (Rs.)	348.40	343.40	343.25

INTERNAL RISK FACTORS

1. SBPL presently has no active operations. Its income is limited to non-operating sources such as dividend income, interest income on ITR Refund, Profit on sale of shares etc., making it dependent on non-recurring income streams.

2. Upon effectiveness of the Scheme, the accounting policies, systems, and procedures of the Transferor Company will be aligned with those of DCW Limited. Differences in accounting treatment or asset recognition may result in transitional adjustments.

3. The share exchange ratio and consideration under the Scheme are based on independent valuation reports as of a specific date. Any change in the financial or market position of the company thereafter may affect the fairness perception of the valuation.

9

1. Certain historical financial and operational data of the Transferor Company may be limited due to the nature of their businesses or the period of inactivity.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against the Company and amount involved: Nil

B. Brief details of top 5 material outstanding litigations against the Company and amount involved: Nil

C. Regulatory Action, if any - disciplinary action taken by SEBI or Stock Exchanges against the Promoters / Group companies in last 5 Financial years including outstanding action, if any: Nil

D. Brief details of outstanding criminal proceedings against Promoters: Nil

DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may he have been complied with and no statement made in the Disclosure Document is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulation issued there under, as the case may be. We further certify that all statements in the Disclosure Document are true and correct.

For and on behalf of Sahu Brothers Private Limited
Ashish Jain
(Director)
DIN: 00866676
Date: 11 th October, 2025
Place: Mumbai

"NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE: DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website_www.dcwltd.com, CIN-L24110GJ1939PLC000748

The promoters/ shareholders would continue to hold the same percentage of shares in the Company, pre and post the amalgamation. There would also be no change in the paid-up share capital and the financial position of the Company.

Considering the above, economic interest of all shareholders of the Company would continue to remain the same, and there would be no adverse impact on the shareholders of the Company, post implementation of the Scheme.

Further, share swap ratio as submitted by CA Harsh Chandrakant Ruparelia IBBI Regn No. IBBI/RV/05/2019/11106, an Independent Registered valuer, in his report dated February 13, 2025, is fair to the shareholders as recommended in the Fairness Opinion dated February 13, 2025, issued by Serene Capital Private Limited, an independent Merchant Banker.

C. Cost benefit analysis of the Scheme

The Company would not incur any costs for advisors, stamp duty, any statutory or incidental/ancillary costs in relation to the Scheme and will be directly be met by the Transferor Companies and/ or the promoters/ promoter group of DCW, as also provided in the Scheme.

Further, the Scheme also provides that the shareholders of the Transferor Companies (i.e., promoter/ promoter group of DCW) shall keep DCW indemnified for liability, claim, demand, if any, which may devolve on DCW on account of this amalgamation. Therefore, the implementation of the Scheme foreshadows the long run benefit of direct commitment by the promoter/ promoter group in the Company through the removal of various shareholding from [

For DCW Limited

Dilip Darji Sr. General Manager (Legal) & Company Secretary

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021. TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CiN-L24110GJ1939PLC000748

Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.

L Transferor Companies:

There has been no change in the pre- and post-Scheme shareholding of the Transferor Companies between the date of filing of the Draft Scheme with the Stock Exchanges and the date of this Notice to the shareholders.

Category of Shareholders		As on date of filing of Draft As on date of Notice to Scheme with Stock Shareholders Exchange		Change
	No. of Shares	% of shares	No. of Shares	% of shares
Promoters/ A) Promoter Group	518	100%	518	100%	Nil
Public B)	0				Nil
Total	518		518

Dhrangadhra Trading Company Private Limited ("Transferor Company 1") A)

$B)$ Sahu Brothers Private Limited ("Transferor Company 2")

Category of Shareholders	As on date of filing of Draft Scheme with Stock Exchange			As on date of Notice to Shareholders	Change
	No. of Shares	$%$ of shares	No. of Shares	$%$ of shares
Promoters/ A) Promoter Group	9,74.559	100%	9,74,559	100%	Nil
B) Public	S.		ä,		NA
Total	9,74,559	100%	9,74,559	100%

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021. TEL: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com. Website: www.dcwltd.com. CIN-L24110GJ1939PLC000748

П. Transferee Company

DCW Limited ("Transferee Company")

There has been a change in the pre- and post-Scheme shareholding of the Transferee Company between the date of filing of the Draft Scheme with the Stock Exchanges and the date of this Notice to the shareholders, on account of purchase and sale of equity shares of the Company by the Promoters / Promoter Group.

Category of Shareholders	As on date of filing of Draft Scheme with Stock Exchange		As on date of Notice to Shareholders		$\frac{a}{b}$ Change
	No. of Shares	% of shares	No. of Shares	% of shares
A) Promoters/ Promoter Group	13,22,44,434	44.81	13,17,05,082	44.62%	0.19
B) Public	16,29,10,583	55.19	16,34,49,935	55.38%	(0.19)
Total	29,51,55,017	100.00	29,51,55,017	100.00%	×

The above changes are not material and do not impact the overall shareholding control or the Scheme structure.

Yours faithfully,

Limited For $DC$

Dilip Darji Sr. General Manager (Legal) & Company Secretary Membership No.: ACS-22527

Date: 09/10/2025

Place: Mumbai

DCW LIMITED

HEAD OFFICE "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE)
Email. ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

DHRANGADHRA TRADING CO. PVT. LTD.

'NIRMAL', 3rd Floor, Nariman Point, Mumbai 400 021 CIN: U99999MH1942PTC010071 Email id: jntrivedi58@gmail.com

Details of Capital evolution of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL")

Date of Issue	No. of shares issued	Issue Price (Rs.)	of Type Issue (Preferential Issue Scheme/ Bonu s/ Rights, etc.)	Cumulative capital (No. of shares)
EQUITY
Opening balance ias on 01/04.2013	500	100	Opening balance as on 01/04/2013	500
01.07.2024	18	109180	RIGHTS ISSU E	518
PREFERENCE SHARES Opening balance as on 01/04.2013	9000	100	Opening balance as on 01/04/2013	9000
08.07.2024 (REDEMPTION)	$-9000$	109180	REDEMPTION	NIL

For DHRANGADHRA TRADING CO. PVT. LTD.

Pennawlan

ROMU MALKANI DIRECTOR DIN - 08482309

Annexure 22B

2287 1914 Tel: 2287 1916 2287 2025

SAHU BROTHERS PRIVATE LIMITED

Registered Office : MUMBAI

Niramal 3rd Floor, Nariman Point, Mumbai - 400 021.

Ref. No.

Date ————

Details of Capital evolution of Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL")

Date of Issue	of No. shares issued	Issue Price (Rs.)	оf Type Issue (Preferential) Issue/ Scheme/ Bouus/ Rights, etc.)	Cumulative capital (No. of shares)
Opening Balance as on 01/04/2013	973080	$100/-$	Opening Balance as on $01/04/2013$	973080
11/12/2024	1479	$5071/-$	Right Issue	974559

Yours Faithfully,

Sahu Brothers Private Limited

Ashish Jain Director DIN: 00866676

Date: 27^th February, 2025

Date of Issue	of No. shares issued	Issue Price (Rs.)	Type of (Preferential Scheme/ Rights, etc.) Bonu s/	Issue Cumulative Issue capital (No. of shares)
12/09/2014	37,03,704	Rs.27/- each	Preferential issue of convertible warrants to promoters and allotment of equity shares on conversion of warrants.	21,34,94,657
23/11/2015	61,86,750	Rs. 23/- each	Preferential issue to promoters	21,96,81,407
04/05/2017	6,53,000	Rs.23/- each	Preferential issue of convertible warrants to promoters and allotment of equity shares on conversion of warrants.	22,03,34,407
22/05/2017	6,53,000	Rs.23/- each	Preferential issue of convertible warrants to promoters and allotment of equity shares on conversion of warrants.	22,09,87,407
16/10/2019	33,004,082	Rs. 18/- each	Preferential issue to Promoters, Business associates and investors	25,39,91,489
11/12/2019	70,38,882	Rs. 18/- each	Preferential allotment of equity shares upon conversion of Warrants to	261,030,371

			promoters, Business associates and investors.
22/06/2022	16,666,666	Rs. 18/- each	Conversion of Optionally Convertible Debentures to Equity	2,77,697,037
19/08/2022	16,66,666	Rs. 18/- each	Conversion of Optionally Convertible Debentures to Equity	2,79,363,703
02/09/2022	1,57,91,314	Rs. 19/- each	Conversion of Warrants	2,95,155,017

For DCW Limited

$\mathbb{Q}_{\text{ellip-Darji}}^{\text{vol}(\text{)}}$

Sr. General Manager (Legal) & Company Secretary Membership No: ACS-22527 Date: March 3, 2025 Place: Mumbai

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email ho@dcwltd.com, Website: www.dcwltd.com. CIN-L24110GJ1939PLC000748

DHRANGADHRA TRADING CO. PVT. LTD.

REGISTERED OFFICE: SURENDRANAGAR, GUJARAT-363 310.

HEAD OFFICE: 'NIRMAL', 3rd FLOOR, NARIMAN POINT, MUMBAI - 400 021 CIN: U99999MH1942PTC010071

The Financial details of Dhrangadhara Trading Company Private Limited ("DTCPL") for previous 3 years as per the audited statement of accounts:

Name of the Company: Dhrangadhara Trading Company Private Limited ("DTCPL")

(Rs. in Hundred unless otherwise stated)

Particulars	As per the Audited Financials for the Financial Year ended:
	2024-25	2023-24	2022-23
Equity Paid up Capital	518	500	500
Reserves and surplus	54880	45846	42528
Carry forward losses
Net Worth	55398	46346	43028
Miscellaneous
Expenditure
Secured Loans
Unsecured Loans
Fixed Assets	$\theta$	6	6
Income from
Operations
Total Income	1130.	3868	7683
Total Expenditure	1551	550	611
Profit before Tax/ EBIDTA	(421)	3318	7072

DHRANGADHRA TRADING CO. PVT. LTD.

REGISTERED OFFICE : SURENDRANAGAR, GUJARAT-363 310.

HEAD OFFICE: 'NIRMAL', 3rd FLOOR, NARIMAN POINT, MUMBAI - 400 021 CIN: U99999MH1942PTC010071

Profit after Tax	(421)	3318	3318	6882
Cash Profit	(421)	3318	3318	6882
EPS	81	664	664	1376
Book Value (in Rs.) (Net worth/No of shares)	10694	9269	9269	8606

For and on behalf of

Dhrangadhara Trading Company Private Limited

S. Ganapathy Director DIN: 02353244

Date: 04.10.2025

Registered Office: Dhrangadhra

Correspondence Address: Nirmal 3rd Floor, Nariman Point, Mumbai 400026

The Financial details of Sahu Brothers Private Limited ("SBPL") for previous 3 years as per the audited statement of accounts:

Name of the Company: Sahu Brothers Private Limited ("SBPL")

Particulars	As per Audited Financials for the Financial Year ended
	2024-25	2023-24	2022-23
Equity Paid up Capital	9,74,559	9,73,080	9,73,080
Reserves and surplus	24,20,847	23,68,436	23,67,020
Carry forward losses
Net Worth	33,95,406	33,41,516	33,40,100
Miscellaneous Expenditure
Secured Loans
Unsecured Loans		44,750	69,750
Fixed Assets
Income from Operations
Other Income	789	1,58,263	3,16,147
Total Income	789	1,58,263	3,16,147
Total Expenditure	21,514	1,050	942
Profit before Tax/ EBIDTA	(20, 725)	1,57,213	3,15,205

(Rs. in Hundred)

Registered Office: Dhrangadhra

Correspondence Address: Nirmal 3rd Floor, Nariman Point, Mumbai 400026

Profit after Tax	(21, 110)	1,57,108	3,15,205
Cash Profit
EPS	(2.17)	16.15	32.39
Book Value (in Rs.) (Net worth/No of shares)	3.48	3.43	3.43

For and on behalf of

Sahu Brothers Private Limited

Ashish Pramodkumar Jain Director

The Financial details of DCW Limited for previous 3 years as per the audited statement of accounts:

Name of the Company: DCW Limited

(Rs. In lacs)

Particulars	2024-25	2023-24	2022-23
Revenue from Operations	2000.34	1871.59	2633.80
Profit after tax	30.28	15.66	191.98
EBIDTA	216.53	193.79	443.81

For and on behalf of

DCW Limited

Pradipto Mukherjee

Chief Financial Officer

$Date : q|0|0005$

DCW LIMITED

HEAD OFFICE :
"NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021
TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE: DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

Details of assets, liability, revenue and net worth of the companies involved in the scheme

Details of assets, liability, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, as per the financial statements as on 31st March 2025

All figures in INR Lakhs

Particulars	DTCPL (Transferor Company 1)	SBPL (Transferor Company 2)	DCW (Transferee) Company)	DCW (Transferee) Company) (Post scheme)
Total Assets	55.55	3,398.79	2,17,798.54	2,17,816.50
Total Liabilities	0.15	3.38	1,14,529.39	1,14,532.92
Revenue from operations	×	$\frac{1}{2}$	2,00,034.33	2,00,034.33
Net Worth	55.40	3,395.41	1,03,269.15	1,03,283.58

Yours faithfully,

For DCW Limited Pradipto Mukherjee Chief Financial Officer

Date:October 9, 2025

Place: Mumbai

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

S. No.	Particulars	Yes/No/ $\bf Not -$ Applicable	Remarks	Annexure (Document Provided)
1.	Apportionment of losses of the listed company among the companies involved in the scheme.	NA
2.	Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of demerged the undertaking/Transferor Company certified by Chartered Accountant $(CA)$ .	Yes		Refer Annexure 19A
3.	Any type of arrangement or the agreement between demerged company/resulting company/merged/amalgamated company/ creditors shareholders / promoters directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity.	N o	No arrangement or agreement between the Companies involved in the Scheme (including its Creditors/ Shareholders/ Promoters/Directors, etc.) which may have any implications on the Scheme as well as on the Shareholders of DCW.

			LIMITED
	8. No.	Particulars	Yes/No/ Not Applicable	Remarks	Annexure (Document Provided)
4.		Reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve, certified by CA.	Not applicable	Capital reduction/ reorganization of capital of the Company is not being undertaken pursuant to the Scheme; therefore, the stated requirements are not applicable
5.		Built up for reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, certified by CA.	Not Applicable	Capital reduction/ reorganization of capital of the Company is not being undertaken pursuant to the Scheme; therefore, the stated requirements are not applicable
6.		Nature of reserves viz. Capital Reserve, Capital Redemption whether they are Reserve, and/or notional unrealized, certified by CA.	Not Applicable	Capital reduction/ reorganization of capital of the Company is not being undertaken pursuant to the Scheme; therefore, the stated requirements are not applicable
7.		The built up of the accumulated losses over the years, certified by CA.	$\overline{\text{Not}}$ Applicable	Capital reduction/ reorganization of capital of the Company is not being undertaken pursuant to the Scheme; therefore, the stated requirements are not applicable
8.		Relevant sections of Companies Act, 2013 and applicable Indian Standards Accounting and Accounting treatment, certified by CA.	Yes		Refer Annexure 19B
9.		shareholding οf of Details companies involved in the	Yes		Refer Annexure

感情	Particulars	Yes/No/ Not Applicable	Remarks	Annexure (Document Provided)
	scheme at each stage, in case of composite scheme.			6A to 6C
10.	Whether the Board of unlisted company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof. If not, provide the reasons thereof.	N o	The Board of Unlisted Companies involved in the Scheme (DTCPL and SBPL) have not taken any decision regarding the issuance of Bonus Shares
11.	List of comparable companies for considered comparable companies' multiple method.	Not applicable	Since valuation is not undertaken basis the reasons mentioned in the Valuation comparable report, Companies' method is not used in valuation	Refer Annexure 2A
12.	Share Capital built-up in case of scheme οf arrangement involving unlisted entity/entities, certified by CA.	Yes		Refer Annexure 19C
13.	Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme.	N o	No action is/ was taken/ pending by any Govt./ Regulatory body/ Agency against the Companies involved in the Scheme (being DCW, DTCPL, SBPL) for the period of recent 8 years.
14.	Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three financial years.	Not applicable	Under the present Scheme, no demerger is being undertaken.
15.	Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed		Pursuant to amalgamation of DTCPL and SBPL with DCW, the entire shareholding of DTCPL and SBPL in DCW will be cancelled and as a consideration, the shareholders οf

		LIMITED
	Particulars	Yes/No/ Not	Remarks	Annexure (Document
		Applicable		Provided)
	company.		DTCPL & SBPL would be issued same number of fully paid-up equity shares of DCW (which were held by DTCPL and SBPL in DCW) in the proportion of their holdings in DTCPL and SBPL and there will be no change in the paid-up share capital of DCW. As a result, there is no impact on the paid-up share capital of DCW and on the aggregate shareholding of other shareholders of DCW.
16.	In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.	Not applicable	Under the present Scheme, no demerger is being undertaken.
17.	How the scheme will $\bar{b}$ e beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement.	Yes	The Scheme will result in simplification and rationalization of the shareholding structure of the Transferee Company (DCW). There is no change in the value of Public Shareholders of DCW, pre and post Scheme. Public shareholding $($ %) Pre-scheme: 55.14% Post scheme: $55.14\%$
18	liability/benefit Tax/other arising to the entities involved in the scheme, if any.	No	The Scheme is tax neutral from a tax perspective and hence, no tax liability/ benefit arises to the Companies involved in the Scheme.

		LIMITED
S. No.	Particulars	Yes/No/ Not Applicable	Remarks	Annexure (Document) Provided)
19.	Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. justifying Reasons the EBIDTA/PAT margin considered in the valuation report.	Not applicable	Since valuation is not undertaken basis the reasons mentioned in the Valuation report, Income Approach method is not used in valuation	Refer Annexure 2A
20.	Confirmation from valuer that the valuation done in the scheme is in accordance with applicable valuation standards.	Yes		Annexure 19D
21.	Confirmation from Company that the scheme is in compliance with the applicable securities laws.	Yes		Annexure 19E
22.	Confirmation that the arrangement proposed in the scheme is yet to be executed.	Yes		Annexure 19F

V. SANKAR AIYAR & CO

CHARTERED ACCOUNTANTS

A 601, MANGALYA BUILDING, NEXT TO SANGEET PLAZA OFF MAROL MAROSHI ROAD, ANDHERI EAST, MUMBAI - 400 059 E2 mumbal@vsa.co.in - 1, (022) 445) 6087 - @ www.vsa.co.in

To. The Board of Directors. DCW Limited. Dhrangadhra, Gujarat, India - 363315.

Certification of details/documents for onward submission to BSE Limited and National Stock Exchange of India Limited in relation to the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW") under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme")

1. We, V. Sankar Aiyar & Co., Chartered Accountants, the statutory auditors have been requested by DCW Limited ("Company") having its registered office at the above-mentioned address, to certify the details and documents to be filed by the Company to BSE Limited (the designated stock exchange of the Company) and National Stock Exchange of India Limited, in response to the requirement of SEBI/HO/CFD/POD-2/P/CIR/2023/93 date June 20, 2023 ("SEBI Equity Master Circular") for the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW") under Sections 230 to 232 read with section 66 of the Companies Act, 2013. ("Act") ("Scheme").

Management's responsibility

1. The management of the transferor and the transferee companies are responsible to prepare and provide the details of assets, liability, revenue and net worth of the companies as at 31st December, 2024 involved in the scheme, both pre and post scheme of amalgamation and the rationale for arriving at the swap ratio for issuance of shares as proposed in the scheme of amalgamation and the write up on the history of the transferor companies viz., DTCPL (Transferor Company 1) & SBPL (Transferor Company 2).

Statutory Auditor's responsibility

1. Our responsibility is to examine and confirm the assets, liability, revenue and net worth of the companies as at 31st December, 2024 involved in the scheme, both pre and post scheme of amalgamation and the rationale for arriving at the swap ratio for issuance of shares as proposed in the scheme of amalgamation, and the write up on the history of the transferor companies viz., DTCPL (Transferor Company 1) & SBPL (Transferor Company 2). Nothing contained in this certificate, nor anything said or done in the course of, or in connection with the services that are subject to this certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company.

• 1. We carried out our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016), issued by the Institute of Chartered Accountants of India ("ICAI") and Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate. This Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
• 1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SOC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Further our examination did not extend to any other parts and aspects of a legal or proprietary nature in the aforesaid Scheme.

Opinion

• 1. We have been provided the management certified unaudited financials of DTCPL (Transferor Company 1) & SBPL (Transferor Company 2) and DCW Limited (Transferee Company) as at 31st December, 2024 - Refer Appendix 1. Based on the aforesaid unaudited financials of the said companies, and according to the information and explanations given to us, we confirm the details of assets, liability, revenue and net worth of the companies involved in the scheme, both pre and post scheme of amalgamation as at 31^st December, 2024.
• 1. We have been provided by the management the copy of fairness opinion certificate issued by Seren Capital Private Limited (A SEBI Registered Category- I Merchant Banker) vide their certificate dated 13^th February, 2025 and the copy of share exchange ratio report given by CA Harsh Chandrakant Ruparelia (Registered Valuer Securities or Financial Assets) vide his report dated 13^th February, 2025. Based on the aforesaid fairness opinion certificate & share exchange ratio report referred herein, and according to the information and explanations given to us, we confirm the rationale for arriving at the swap ratio for issuance of shares as proposed in the scheme of amalgamation - Refer Appendix 1.
• 1. We confirm, based on the information provided by the management of DCW Limited (Transferee Company), the write up on the history of the transferor companies viz., DTCPL (Transferor Company 1) & SBPL (Transferor Company 2) as referred to in Appendix 1 below.

9. Other Matters

We have been provided the management certified unaudited financials of DTCPL (Transferor Company 1) & SBPL (Transferor Company 2) as at 31^st December, 2024 and we are not the statutory auditors of these two transferor companies. We have solely relied on the management certified unaudited financials of these two transferor companies provided to us by the management of the transferee company.

Restriction on use

1. This certificate is issued at the request of the Company in relation to the proposed Scheme under Section 230 to 232 read with Section 66 of the Companies Act, 2013, relevant rules thereunder and SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and this certificate should not be used for any other purpose or distributed or given to any other person or entity without our prior consent.

For V. Sankar Aiyar & Co Chartered Accountants FRN 109208W

L V Saptharishi Partner M. No: 127055 UDIN: 25127055BMOCOS7223 Place: Mumbai Date: 24th February, 2025

Appendix 1

1) Details of assets, liability, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, as per the financial statements as on December 31, 2024:

All figures in INR Lakhs

Particulars		Pre-scheme		Post scheme
Name of company	DTCPL (Transferor Company 1)	SBPL (Transferor) Company 2)	DCW (Transferee Company)	DCW (Transferee) Company)
Total Assets	54.92	3,408.41	2,28,794.06	2,28,821.01
Total Liabilities	$\blacksquare$	0.60	123,731.73	123,732.33
Revenue from operations	×	$\sim$	1.46,243.60	1,46,243.60
Net Worth	54.92	3,407.81	1.05.062.33	1,05,088.68

2) Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the scheme of arrangement

Amalgamation

Pursuant to amalgamation of DTCPL and SBPL with DCW, the entire shareholding of DTCPL and SBPL in DCW will be cancelled and as a consideration, the shareholders of DTCPL & SBPL would be issued same number of fully paid-up equity shares of DCW (which were held by DTCPL and SBPL in DCW) in the proportion of their holdings in DTCPL and SBPL and there will be no change in the paid-up share capital of DCW. As a result, there is no impact on the paid-up share capital of DCW and on the aggregate shareholding of other shareholders of DCW.

3) Write up on history of Transferor Company 1

Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") was incorporated as a private limited company in the State of Maharashtra on 21st October 1942 vide Corporate Identity Number U99999MH1942PTC010071. The registered office of DTCPL is presently situated at 3rd Floor, Nirmal, 241-Backbay Reclamation, Nariman Point, Mumbai, Maharashtra, India, 400021. DTCPL is under the process for shifting of its registered office from the state of Maharashtra to Gujarat.

4) Write up on history of Transferor Company 2

Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") was incorporated as a private limited company in the State of Maharashtra on 04th April 1949 vide Corporate Identity Number U65910MH1949PTC171181. The registered office of SBPL is presently situated at 3rd Floor, Nirmal, Nariman Point, Mumbai City, Mumbai, Maharashtra, India, 400021. SBPL is under the process for shifting of its registered office from the state of Maharashtra to Gujarat.

V. SANKAR AIYAR & CO

ARTERED ACCOUNTANTS

A 601, MANGALYA BUILDING, NEXT TO SANGEET PLAZA OFF MAROL MAROSHI ROAD, ANDHERI EAST, MUMBAI - 400 059 5.2 mumbai@vsa.co.in - 1. (022) 4451 6087 - @ www.vsa.co.in

To. The Board of Directors. DCW Limited, Dhrangadhra, Gujarat, India - 363315.

Certification of details/ documents for onward submission to BSE Limited and National Stock Exchange of India Limited in relation to the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW") under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme")

1. We, V. Sankar Aiyar & Co., Chartered Accountants, the statutory auditors have been requested by DCW Limited ("Company") having its registered office at the above-mentioned address, to certify the details and documents to be filed by the Company to BSE Limited (the designated stock exchange of the Company) and National Stock Exchange of India Limited, in response to the requirement of SEBI/HO/CFD/POD-2/P/CIR/2023/93 date June 20, 2023 ("SEBI Equity Master Circular") for the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW") under Sections 230 to 232 read with section 66 of the Companies Act, 2013. ("Act") ("Scheme").

Management's responsibility

1. The management of the transferor and the transferee companies are responsible for the preparation of the Scheme and its compliance with the relevant laws and regulations, including the applicable accounting standards.

Statutory Auditor's responsibility

• 1. Our responsibility is to examine and confirm on the applicable sections of the Companies Act, 2013 and the applicable Indian Accounting Standards and Accounting treatment in relation to proposed scheme of Amalgamation. Nothing contained in this certificate, nor anything said or done in the course of, or in connection with the services that are subject to this certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company.
• 1. We carried out our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016), issued by the Institute of Chartered Accountants of India ("ICAI") and Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate. This Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SOC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Further our examination did not extend to any other parts and aspects of a legal or proprietary nature in the aforesaid Scheme.

Opinion

1. In our opinion and according to the information and explanations given to us, we confirm that in relation to the proposed scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW"), the applicable sections of the Companies Act, 2013 and the applicable Indian Accounting Standards and Accounting treatment is as per Appendix 1 attached to this certificate.

Restriction on use

1. This certificate is issued at the request of the Company in relation to the proposed Scheme under Section 230 to 232 read with Section 66 of the Companies Act, 2013, relevant rules thereunder and SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and this certificate should not be used for any other purpose or distributed or given to any other person or entity without our prior consent.

For V. Sankar Aiyar & Co. Chartered Accountants FRN 109208W

L V Saptharishi Partner M. No: 127055 UDIN: 25127055BMOCOU2996 Place: Mumbai

Date: 24th February, 2025

OFFICES MUMBAI | NEW DELHI | CHENNAI | GHAZIABAD

Appendix 1

Relevant sections of the Companies Act, 2013 and applicable Indian Accounting Standards and Accounting treatment

The Scheme of Amalgamation provides for amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") with and into DCW Limited ("Transferee Company" or "DCW") pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

DCW Limited shall account for the amalgamation of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited in its books of accounts in accordance with 'Pooling of Interest Method' as provided in Indian Accounting Standards - 103 'Business Combinations' notified under section 133 of the Companies Act, 2013.

OFFICES MUMBAI | NEW DELHI | CHENNAI | GHAZIABAD

• 1 Name of Listed Entity : DHRANGADHARA TRADING COMPANY PRIVATE LIMITED
• 2 Script Code and name : Not applicable
• 3 Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c)
• 4 Shareholding Pattern as on: 31st December 2024
• 5 Declaration: The listed entity is required to submit the following declaration to the extent of submission of information:

Sr. No.	Particular	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	No
2	Whether the Listed Entity has issued any Convertible Securities ?	No
3	Whether the Listed Entity has issued any Warrants ?	No
4	Whether the Listed Entity has any shares against which depository receipts are issued?	No
5	Whether the Listed Entity has any shares in locked-in?	No
6	Whether any shares held by promoters are pledge or otherwise encumbered?	No
7	Whether company has equity shares with differential voting rights?	No
8	Whether the listed entity has any significant beneficial owner?	Yes

shares held Number of equity in	dematerializ ed form	(XIV)	518	-	-	-	-	518
	total shares As a % of	held (b)	0.00%	-	-	-	-	-
pledged or otherwise Number of shares encumbered (XIII)	No. (a)		-	-	-	-	-	-
	total shares As a % of	held (b)	0.00%	-				0.00%
Number of Locked in shares (XII)	No. (a)		-	-				-
underlying as a % assuming outstanding full conversion of convertible Shareholding	securities(as a % of diluted share	(XI) =(VII)+(X) as a % of capital)	100.00%	0.00%				100%
No of shares Total as convertible	Securities (including	warrants) (X)	-	-
	a % of (A+B+	C)	518 100.00%					100% -
Number of voting Rights held in each class of securities (IX)	Total			-				518
No of voting Rights	Class Y		-	-				-
	Class X		518	-				518
Shareholding no. of shares (Calculated as a % of	per SCRR, 1957)	As a % of (A+B+C2) (VIII)	100.00%					100%
Total Nos. shares (VII = held	IV+V+VI)		518	-				518
No. of Nos. of shares Depository underlying Receipts	(VI)		-	-				-
paid-up equity partly	shares held	(V)	-	-
No. of fully paid up shares equity	held (IV)		518					518 -
holders Nos. of share (III)			5					5
shareholder Category of (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlying DRs	Shares held by Employee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED Table I - Summary Statement holding of specified securities

	Category and Name	Entity type Promoter	PAN	No. of	No. of fully	Partly	Nos. of	Total Nos.	Shareholding		Number of voting Rights held in			No of shares	Shareholding	Number of		Number of shares		Number of
	shareholders of the	or Promoter group (Promoter group	(II)	shareh olders	equity shares paid up	paid-up equity	underlying shares	shares held	% calculate as per		each class of securities (IX)			underlying outstanding	as a % assuming full conversion	Locked in shares		pledged or otherwise encumbered		shares held equity
	(I)	would exclude		(III)	held	shares	Depository	(VII =	SCRR 1957		No of voting Rights		Total as	convertible	of convertible	(XII)		(XIII)		in
		promoters) (II)			(IV)	held (V)	Receipts (VI)	IV+V+VI)	As a % of (A+B+C2) (VIII)	Class X	Class Y	Total	a % of voting rights Total	Securities (including warrants) (X)	as a % of A+B+C2 securities(as a percentage of diluted share (XI)=(VII)+(X) capital)	No. (a)	total shares As a % of held (b)	No. (a)	total shares As a % of held (b)	dematerializ ed form (XIV)
	A1 Indian
	(a) Individuals/Hindu Undivided Family			4	356	-	-	356	68.73%	356.00	-	356.00	68.73%	-	68.73%	-	0.00%	-	0.00%	356
1	Vivek Jain	Promoter Group	ACUPJ6757H	1	89	-	-	89	17.18%	89	-	89	17.18%	-	17.18%	-	0%	-		89
2	Ashish Jain	Promoter Group	AABPJ3213F	1	89	-	-	89	17.18%	89	-	89	17.18%	-	17.18%		0%	-		89
3	Bakul Jain	Promoter Group	AABPJ5484A	1	89	-	-	89	17.18%	89	-	89	17.18%	-	17.18%		0%	-		89
4	Mudit Jain	Promoter Group	AABPJ3331N	1	89	-	-	89	17.18%	89	-	89	17.18%	-	17.18%	-	0%	-		89
(b)	Central Government/State Government(s)			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(c)	Financial Institutions / Banks			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(d)	Any Other (specify)					-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	(d)(i) Bodies Corporate			1	162	-	-	162	31.27%	162	-	162	31.27%	-	0.31	-	0.00%	-	0.00	162
1	Jain Sahu Brothers Properties LLP	Promoter	AASFJ7924L	1	162.00	-	-	162	31.27%	162	-	162	31.27%	-	31%	-	0%			162
	Sub Total (A)(1)			5	518	-	-	518	100.00%	518.00	-	518	100.00%	-	100%	-	0.00%	-	0.00%	518
A2	Foreign													-	-	-	-
	Individuals/Foreign Individuals) (a) Individuals (Non-Resident		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(b)	Government		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	(c) Institutions		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(d)	Foreign Portfolio Investor		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(e)	Any Other (specify)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	(e)(i) Bodies Corporate		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	Sub Total (A)(2)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)			5	518	-	-	518	100.00%	518	-	518	100.00%		100% -	-	0.00%	-	0.00%	518

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group

Script Code and name : NA Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : DHRANGADHARA TRADING COMPANY PRIVATE LIMITED

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.

No. of shareholders	No of Shares held
	Nil

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED

Table III - Statement showing Shareholding Pattern of the Public shareholder

Category and Name shareholders of the	PAN (II)	shareh No. of olders	equity shares equity Depository No. of fully paid up	Partly	paid- underlying Nos. of	Total Nos. shares held	Shareholding % calculate as per		Number of voting Rights held in each class of securities (IX)			outstanding	No of shares Total Shareholding underlying as a % assuming full conversion	Number of Locked in shares		pledged or otherwise Number of shares encumbered		Number of shares held equity	Sub-categorization of shares
(I)		(III)	held (IV)	shares held	Receipts (VI)	IV+V+VI) (VII =	SCRR 1957 As a % of	Class	No of voting Rights Class	Total	Total as a % of	convertible Securities	securities(as a of convertible	(XII) No.	As a % of	(XIII) No.	As a % of dematerializ	in	Shareholding (No of shares) under (XV)
				(V)			(A+B+C2) (VIII)	X	Y		Total voting rights	(including warrants) (X)	percentage of diluted share capital) (XI)	(a)	total shares held (b)	applicable) (Not (a)	total shares held (Not (b)	ed form (XIV)	Sub-category Sub-category Sub-category (ii) (i)	(iii)
B1 Institutions (Domestic)																	Applicable)
Mutual Funds/UTI (a)				-		-	- -	-	-	-	-	0.00	0.00	-	-	-	-	-	-	-	-
Alternate Investment Funds Venture Capital Funds (b) (c)				- -		- -	-	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -
Banks (f)				-		-	-	-	-	-	-	0.00	0.00	-	-	-	-	-	-	-	-
Provident Funds / Pension Funds (g) Insurance Companies (h)				- -		- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -
Asset Reconstruction Companies (i)							-	-			-	-	-	-	-			-	-	-	-
Sovereign Wealth Funds (j)							-	-			-	-	-	-	-			-	-	-	-
Other Financial Institutions NBFCs registered with RBI (k) (l)				-		-	- -	- -	-	-	- -	- -	- -	- -	- -	-	-	- -	- -	- -	- -
Any Other (specify) (m)				-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Sub Total B (1)		-	-			-	-	-	-	-	-	0.00		-	-			-	-	-	-
B2 Institutions (Foreign)																			-	-	-
Foreign Venture Capital Investors (a) Foreign Direct Investment (b)		- -	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	- -	- -
Sovereign Wealth Funds (c)		-									-	-	-						-	-	-
(d) Foreign Portfolio Investors Category I				-		-	-	-	-	-	-			-	-	-	-	-	-	-	-
(e) Foreign Portfolio Investors Category II				-		-	-	-		-	-	0.00						-	-	-	-
(f) Overseas Depositories (holding				-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
DRs)(balancing figure) Any Other (specify) (g)		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Sub Total (B)(2)		-	-			-	-	-	-	-	-	0.00	-		-	-	-	-	-	-	-
Government(s)/ President of India B3 Central Government/State		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(a) Central Government / President of		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
State Government / Governor India (b)		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Bodies Corporate where Central / (c) Shareholding by Companies or		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
State Government is a promoter Sub Total (B)(3)		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Non-institutions B4									-				-	-					-	-	-
Associate Companies/Subsidiaries (a)		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(excluding independent directors and Directors and their relatives (b)		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Key Managerial Personnel nominee directors) (c)				-		-	-	-	-	-	-	-	0.00	-	-	-	-	-	-	-	-
Relatives of promoters (other than 'immediate relatives' of promoters (d)				-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
disclosed under 'Promoter and
category is 'trustee', 'beneficiary', or (e) Trusts where any person belonging to 'Promoter and Promoter Group' Promoter Group' category)				-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(f) Investor Education NA Page 69 of 'author of the trust'				-		-		-	-	-	-	-	-	-	-	-	-	-	-	-	-
(g) Individuals - shareholders holding 230 and Protection Fund (IEPF)				-		-		-	-	-	- -		-	-	- -	-			-	-	-
nominal share capital up to Rs 2 Lakh							-											##########
nominal share capital in excess of Rs. (h) Individual shareholders holding 2 Lakh				-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Non Resident Indians (NRIs) (i)				-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Foreign Nationals (j)				-		-	-	-		-	-		-	-	-			-	-	-	-
Foreign Companies Bodies Corporate (k) (l)				- -		- -	-	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -
Any Other (specify) Clearing Members (m) (i)		-	-	-		-	- -	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Unclaimed or Suspense or Escrow (ii)				- -		-		- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -
Account HUF (iii)				-		-	- -	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Trusts (iv)				-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(vi) (v)				- -		- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -
									-										-	-	-
Total Public Shareholding Sub Total (B)(4)		- -	- -	- -		- -	- -	- -	- -	- -	- -	-	- -	- -	- -	- -	- -	########## -	- -	- -	- -
(B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED

Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public shareholder

									Employee Benefit Trust (under SEBI Custodian/ DR Holder (1)	(2)	(Share Based Employee Benefit)	Regulations, 2014)	Total Non-Promoter-Non Public	Shareholding (C) = (C)(1)+(C)(2)
Category and Name of the	shareholders	(I)
PAN (II)
shareh No. of	olders	(III)							-			-		-
No. of fully paid up	equity shares	held	(IV)						-			-		-
Partly paid-		shares	held	(V)					-			-		-
underlying Nos. of	equity Depository	Receipts	(VI)						-			-		-
Total Nos. shares	held	(VII =	IV+V+VI)						-			-		-
Shareholdin % calculate	as per	SCRR 1957	As a % of	(A+B+C2)	(VIII)				-			-		-
			Class	X					-			-		-
Number of voting Rights held in each class of securities	(IX)	No of voting Rights	Class	Y					-			-		-
			Total						-			-		-
		Total as	a % of	Total	voting	rights			-			-		-
No of shares underlying	outstanding	convertible	Securities	(including	warrants)	(X)			-			-		-
as a % assuming Total	full conversion	of convertible	securities(as a	percentage of	diluted share	capital)	(XI)		-			-		-
			No.	(a)					-			-		-
Number of Locked in	shares	(XII)	As a % of	total shares	held	(b)			-			-		-
			No.	(a)	(Not	Applicable)			-			-		-
pledged or otherwise Number of shares	encumbered	(XIII)	As a % of	total shares	held	(b)	(Not	Applicable)	-			-		-
Number of equity	shares held	in	demateriali	ed form	(XIV)				-			-		-

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED Table V - Statement showing details of Significant beneficial owners (SBO's)

Date of creation/acquistion of	significant beneficial ownership
		Exercise of Significant influence
		Excersice of control
Details of holding /exercise of right of the SBO in the reportig company , whether direct or indirect	Whether by virtue of	Rights on distributable dividend or any other distribution
		Voting Rights
		Shares
	Nationality
Details of registered owner	Name
Details of SBO
	Name Nationality
Sr No

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED Table VI - Statement showing foreign ownership limits

Particular	Approved Limits (%)	Limits utilized (%)
As on shareholding date (30th September 2024)
As on the end of previous 1st quarter
As on the end of previous 2nd quarter
As on the end of previous 3rd quarter
As on the end of previous 4th quarter

• 1 Name of Listed Entity : SAHU BROTHERS PRIVATE LIMITED
• 2 Script Code and name : Not applicable
• 3 Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c)
• 4 Shareholding Pattern as on: 31st December 2024
• 5 Declaration: The listed entity is required to submit the following declaration to the extent of submission of information:

Sr. No.	Particular	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	No
2	Whether the Listed Entity has issued any Convertible Securities ?	No
3	Whether the Listed Entity has issued any Warrants ?	No
4	Whether the Listed Entity has any shares against which depository receipts are issued?	No
5	Whether the Listed Entity has any shares in locked-in?	No
6	Whether any shares held by promoters are pledge or otherwise encumbered?	No
7	Whether company has equity shares with differential voting rights?	No
8	Whether the listed entity has any significant beneficial owner?	Yes

Catego	Category of	Nos. of	No. of fully		No. of Nos. of shares	Total Nos.	Shareholding			Number of voting Rights held in		No of shares	Shareholding	Number of		Number of shares		Number of
ry	shareholder	share	paid up	partly	underlying	shares	as a % of			each class of securities			underlying as a % assuming	Locked in		pledged or otherwise		equity
(I)	(II)	holders	equity	paid-up	Depository	held	no. of shares			(IX)			outstanding full conversion	shares		encumbered		shares held
		(III)	shares	equity	Receipts	(VII =	(Calculated		No of voting Rights			Total as convertible	of convertible	(XII)		(XIII)		in
			held	shares	(VI)	IV+V+VI)	per SCRR,	Class	Class	Total	a % of	Securities	securities(as a %	No.	As a % of	No.	As a % of	dematerializ
			(IV)	held			1957)	X	Y		(A+B+	(including	of diluted share	(a)	total shares	(a)	total shares	ed form
				(V)			(VIII)				C)	warrants)	capital)		held		held	(XIV)
							As a % of					(X)	(XI) =(VII)+(X)		(b)		(b)
							(A+B+C2)						as a % of
(A)	Promoter and Promoter Group	11	974559	-	-	9,74,559	100.00%	9,74,559	-	9,74,559	100.00%	-	100.00%	-	0.00%	-	0.00%	9,74,559
(B)	Public			-	-	-		-	-	-		-	0.00%	-	-	-	-	-
(C)	Non Promoter - Non Public															-	-	-
(C1)	Shares underlying DRs															-	-	-
(C2)	Shares held by Employee Trusts															-	-	-
	Total	11	9,74,559 -		-	9,74,559	100%	9,74,559	-	9,74,559	100% -		100%	-	0.00%	-	-	9,74,559

	Category and Name	Entity type Promoter	PAN	No. of	No. of fully	Partly	Nos. of	Total Nos.	Shareholding			Number of voting Rights held in		No of shares	Shareholding	Number of		Number of shares		Number of
	shareholders of the	or Promoter group (Promoter group	(II)	shareh olders	equity shares paid up	paid-up equity	underlying shares	shares held	% calculate as per			each class of securities (IX)		underlying outstanding	as a % assuming full conversion	Locked in shares		pledged or otherwise encumbered		shares held equity
	(I)	would exclude		(III)	held	shares	Depository	(VII =	SCRR 1957		No of voting Rights		Total as	convertible	of convertible	(XII)		(XIII)		in
		promoters) (II)			(IV)	held (V)	Receipts (VI)	IV+V+VI)	(A+B+C2) As a % of (VIII)	Class X	Class Y	Total	a % of voting rights Total	Securities (including warrants) (X)	as a % of A+B+C2 securities(as a percentage of diluted share (XI)=(VII)+(X) capital)	No. (a)	total shares As a % of held (b)	No. (a)	total shares As a % of held (b)	dematerializ ed form (XIV)
	A1 Indian
	(a) Individuals/Hindu Undivided Family			8	9,63,073	-	-	9,63,073	98.82%	9,63,073.00	-	9,63,073.00	98.82%	-	98.82%	-	0.00%	-	0.00%	9,63,073
1	DURGAWATI JAIN	Promoter Group	AABPJ6343G	1	120521	-	-	1,20,521	12.37%	1,20,521	-	1,20,521	12.37%	-	12.37%	-		-		1,20,521
2	ASHISH JAIN	Promoter Group	AABPJ3213F	1	306987	-	-	3,06,987	31.50%	3,06,987	-	3,06,987	31.50%	-	31.50%			-		3,06,987
3	BAKUL JAIN	Promoter Group	AABPJ5484A	1	75715	-	-	75,715	7.77%	75,715	-	75,715	7.77%	-	7.77%			-		75,715
4	VIVEK JAIN	Promoter Group	ACUPJ6757H	1	183610	-	-	1,83,610	18.84%	1,83,610	-	1,83,610	18.84%	-	18.84%	-		-		1,83,610
5	MEETA JAIN	Promoter Group	AACPJ5311M	1	10015			10,015	1.03%	10,015		10,015	1.03%		1.03%					10,015
6	MUDIT JAIN	Promoter Group	AABPJ3331N	1	121788			1,21,788	12.50%	1,21,788		1,21,788	12.50%		12.50%					1,21,788
7	PAULOMI BAKUL JAIN	Promoter Group	AAKPJ3266H	1	80292			80,292	8.24%	80,292		80,292	8.24%		8.24%					80,292
8	VARSHA SHARADKUMAR JAIN	Promoter Group	ACUPJ8246R	1	64145			64,145	6.58%	64,145		64,145	6.58%		6.58%					64,145
(b)	Central Government/State Government(s)			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(c)	Financial Institutions / Banks			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(d)	Any Other (specify)					-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	(d)(i) Bodies Corporate			3	11,486	-	-	11,486	1.18%	11,486	-	11,486	1.18%	-	1.18%	-	0.00%	-	0.00	11,486
1	CASHCO HOLDING PVT. LTD.	Promoter	AAACC5675Q	1	3755	-	-	3,755	0.39%	3,755	-	3,755	0.39%	-	0.39%	-	0%			3,755
2	SAHU CYLINDERS & UDYOG PVT LTD	Promoter	AABCS5073P	1	3981			3,981	0.41%	3,981		3,981	0.41%		0.41%					3,981
3	FLORIDA HOLDINGS AND TRADING PVT LTDPromoter		AAACF1559L	1	3750			3,750	0.38%	3,750		3,750	0.38%		0.39%					3,750
	Sub Total (A)(1)			11	9,74,559	-	-	9,74,559	100.00%	9,74,559.00		9,74,559 -	100.00%	-	100%		0.00% -	-	0.00%	9,74,559
A2	Foreign													-	-	-	-
	Individuals/Foreign Individuals) (a) Individuals (Non-Resident		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(b)	Government		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	(c) Institutions		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(d)	Foreign Portfolio Investor		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(e)	Any Other (specify)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	(e)(i) Bodies Corporate		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-

SAHU BROTHERS PRIVATE LIMITED Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group

Sub Total (A)(2) - - - - - - - - - - - - - - - - - -

11 9,74,559 - - 9,74,559 100.00% 9,74,559 - 9,74,559 100.00% - 100% - 0.00% - 0.00% 9,74,559

Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

Category and Name PAN No. of No. of fully Partly Nos. of Total Nos. Shareholding No of shares Total Shareholding Number of

Number of voting Rights held in Number of Number of shares

Sub-categorization of shares

Table III - Statement showing Shareholding Pattern of the Public shareholder

shareholders of the	(II)	shareh olders	equity shares equity Depository paid up		paid- underlying	shares held	% calculate as per		each class of securities (IX)			outstanding	underlying as a % assuming full conversion	Locked in shares		pledged or otherwise encumbered	shares held equity
(I)		(III)	held (IV)	shares held	Receipts (VI)	IV+V+VI) (VII =	SCRR 1957 As a % of	Class	No of voting Rights Class	Total	Total as a % of	convertible Securities	securities(as a of convertible	(XII) No.	As a % of	(XIII) No.	As a % of dematerializ in		Shareholding (No of shares) under (XV)
				(V)			(A+B+C2) (VIII)	X	Y		Total voting	(including warrants)	percentage of diluted share	(a)	total shares held	(Not (a)	ed form (XIV) total shares held		Sub-category Sub-category Sub-category
											rights	(X)	capital) (XI)		(b)	applicable)	(Not (b)	(i)	(ii)	(iii)
B1 Institutions (Domestic)																	Applicable)
Mutual Funds/UTI (a)				-		-	-	-	-	-	-	0.00	0.00	-	-	-	-	-	- -	-
Alternate Investment Funds Venture Capital Funds (b) (c)				- -		- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- - - -	- -
Banks (f)				-		-	-	-	-	-	-	0.00	0.00	-	-	-	-	-	- -	-
(g) Insurance Companies				-		-	- -	-	-	-	-	-	-	-	-	-	-	-	- -	-
Provident Funds / Pension Funds Asset Reconstruction Companies (h) (i)				-		-	-	- -	-	-	- -	- -	- -	- -	- -	-	-	- -	- - - -	- -
Sovereign Wealth Funds (j)							-	-			-	-	-	-	-			-	- -	-
NBFCs registered with RBI (k)				-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
Other Financial Institutions Any Other (specify) (m) (l)							- -	-			-	-	-	-	-			-	- -	-
Sub Total B (1)		-	-	-		- -	-	- -	- -	- -	- -	0.00 -	-	- -	- -	-	-	- -	- - - -	- -
B2 Institutions (Foreign)																			- -	-
(a) Foreign Direct Investment		-																	- -	-
Foreign Venture Capital Investors Sovereign Wealth Funds (b) (c)		- -	-	-		-	-	-	-	-	- -	- -	- -	-	-	-	-	-	- - - -	- -
(d) Foreign Portfolio Investors Category I				-		-		-	-	-	-			-	-	-	-	-	- -	-
							-
(e) Foreign Portfolio Investors Category II				-		-	-	-		-	-	0.00						-	- -	-
(f) Overseas Depositories (holding				-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
DRs)(balancing figure)
Any Other (specify) Sub Total (B)(2) (g)		- -	- -	-		- -	- -	- -	- -	- -	- -	0.00 -	- -	-	- -	- -	- -	- -	- - - -	- -
B3 Central Government/State		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
(a) Central Government / President of Government(s)/ President of India		-	-	-				-	-	-	-	-			-	-	-	-	- -	-
India						-	-						-	-
State Government / Governor (b)		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
Bodies Corporate where Central / (c) Shareholding by Companies or		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
State Government is a promoter
Sub Total (B)(3)		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
Associate Companies/Subsidiaries Non-institutions B4 (a)		-	-	-		-	-	-	- -	-	-	-	- -	- -	-	-	-	-	- - - -	- -
Directors and their relatives (b)		-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
(excluding independent directors and nominee directors)
Key Managerial Personnel (c)				-		-	-	-	-	-	-	-	0.00	-	-	-	-	-	- -	-
Relatives of promoters (other than 'immediate relatives' of promoters (d)				-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
disclosed under 'Promoter and
(e) Trusts where any person belonging Promoter Group' category)				-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
to 'Promoter and Promoter Group'
category is 'trustee', 'beneficiary', or
(f) Investor Education NA Page 69 of 230 and Protection Fund (IEPF) 'author of the trust'				-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
nominal share capital up to Rs 2 Lakh (g) Individuals - shareholders holding				-		-		-	-	-	- -		-	-	-	- -			- -	-
(h) Individual shareholders holding				-			-					-				-	########## -		- -	-
nominal share capital in excess of Rs.						-	-	-	-	-	-		-	-	-			-
Non Resident Indians (NRIs) 2 Lakh (i)				-		-	-	-	-	-	-	-	-	-	-	-	-	-	- -	-
Foreign Companies Foreign Nationals (k) (j)				-		- -	-	-		-	-		-	-	-			-	- -	-
Bodies Corporate (l)				- -		-	-	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- - - -	- -
Any Other (specify) Clearing Members (m) (i)		-	-	-		-	- -	-	-	-	-	-	-	-	-	-	-	-	- -	-
Unclaimed or Suspense or Escrow (ii)				- -		-		- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- - - -	- -
Account HUF (iii)							- -
Trusts (iv)				- -		- -	-	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- - - -	- -
(vi) (v)				-		-	- -	-	-	-	-	-	-	-	-	-	-	-	- -	-
				-		-		-	- -	-	-	-	-	-	-	-	-	-	- - - -	- -
Total Public Shareholding Sub Total (B)(4)		- -	- -	- -		- -	- -	- -	- -	- -	- -	-	- -	- -	- -	- -	- ########## -	-	- - - -	- -
(B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)

SAHU BROTHERS PRIVATE LIMITED Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public shareholder

Category and Name shareholders of the	PAN (II)	shareh No. of	No. of fully paid up	Partly paid-	underlying Nos. of	Total Nos. shares	Shareholdin % calculate		Number of voting Rights held in each class of securities			No of shares underlying	as a % assuming Total		Number of Locked in	pledged or otherwise Number of shares		Number of equity
		olders	equity shares		equity Depository	held	as per		(IX)			outstanding	full conversion		shares	encumbered		shares held
		(III)	held	shares	Receipts	(VII =	SCRR 1957		No of voting Rights		Total as	convertible	of convertible		(XII)	(XIII)		in
			(IV)	held	(VI)	IV+V+VI)	As a % of	Class	Class	Total	a % of	Securities	securities(as a	No.	As a % of	No.	As a % of	demateriali
				(V)			(A+B+C2)	X	Y		Total	(including	percentage of	(a)	total shares	(a)	total shares	ed form
							(VIII)				voting	warrants)	diluted share		held	(Not	held	(XIV)
											rights	(X)	capital)		(b)	Applicable)	(b)
													(XI)				Applicable) (Not
		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Employee Benefit Trust (under SEBI
(Share Based Employee Benefit)
		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Non-Promoter-Non Public

Shareholding (C) = (C)(1)+(C)(2) - - - - - - - - - - - - - - - - -

SAHU BROTHERS PRIVATE LIMITED	Table V - Statement showing details of Significant beneficial owners (SBO's)

Date of creation/acquistion of	significant beneficial ownership
		Exercise of Significant influence
		Excersice of control
Details of holding /exercise of right of the SBO in the reportig company , whether direct or indirect	Whether by virtue of	Rights on distributable dividend or any other distribution
		Voting Rights Shares
	Nationality
Details of registered owner	Name
Details of SBO	Name Nationality
Sr No

SAHU BROTHERS PRIVATE LIMITED Table VI - Statement showing foreign ownership limits

Particular	Approved Limits (%)	Limits utilized (%)
As on shareholding date (30th September 2024)
As on the end of previous 1st quarter
As on the end of previous 2nd quarter
As on the end of previous 3rd quarter
As on the end of previous 4th quarter

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General information about company
Scrip code	500117
NSE Symbol	DCW
MSEI Symbol	NOTLISTED
ISIN	INE500A01029
Name of the company	DCW Limited
Whether company is SME	No
Class of Security	Equity Shares
Type of report	Quarterly
Quarter Ended / Half year ended/Date of Report (For Prelisting / Allotment)	31-12-2024
Date of allotment / extinguishment (in case Capital Restructuring selected) / Listing Date
Shareholding pattern filed under	Regulation 31 (1) (b)
Whether the listed entity is Public Sector Undertaking (PSU)?	No

	Validate Home
Sr. No.	Particular	Yes/No	Promoter Group Promoter and	Public shareholder	Non Promoter- Non Public
1	Whether the Listed Entity has issued any partly paid up shares?	No	No	No	No
2	Whether the Listed Entity has issued any Convertible Securities ?	No	No	No	No
3	Whether the Listed Entity has issued any Warrants ?	No	No	No	No
4	Whether the Listed Entity has any shares against which depository receipts are issued?	No	No	No	No
5	Whether the Listed Entity has any shares in locked-in?	Yes	Yes	No	No
6	Whether any shares held by promoters are pledge or otherwise encumbered?	Yes	Yes
7	Whether company has equity shares with differential voting rights?	No	No	No	No
8	Whether the listed entity has any significant beneficial owner?	Yes

3.88 1.74 As a % of total Number of Shares pledged or Shares held otherwise encumbered (b) (XIII) 5142168 5142168 No. (a) 7.95 3.57 As a % of total Shares held Number of Locked in shares (b) (XII) 10528157 10528157 No. (a) of convertible securities ( as a percentage of diluted assuming full conversion 44.86 55.14 100 Shareholding , as a % As a % of (A+B+C2) share capital) (XI)= (VII)+(X) No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a) No. of Shares Outstanding Warrants (Xi) Underlying No. Of Shares Underlying Outstanding convertible securities (X) 44.86 55.14 100.00 Total as a % of (A+B+C) Number of Voting Rightsheld in each class ofsecurities(IX) 132398684.00 162756333.00 295155017.00 Total No of Voting (XIV) Rights Class eg:y 13,23,98,684.00 162756333.00 295155017.00 Class eg: X shares (calculated As a % of (A+B+C2) Shareholding as a as per SCRR, 1957) 44.86 55.14 100 % of total no. of (VIII) (VII) = (IV)+(V)+ (VI) 132398684 162756333 295155017 Total nos. shares held No. Of shares Depository underlying Receipts (VI) Note : Data will be automatically populated from shareholding pattern sheet - Data Entry Restricted in this sheet No. Of Partly paid up equity shares held (V) 132398684 162756333 295155017 No. of fully paid up equity shares held (IV) 27 111800 111827 shareholders Nos. Of (III) Total Shares held by Employee Shares underlying DRs Category of shareholder (A) Promoter & Promoter Group (C) Non Promoter- Non Public (II) Trusts (B) Public Catego (C1) (C2) ry (I)	Table I - Summary Statement holding of specified securities
													Sub-categorization of shares
											Number of equity shares held in		Shareholding (No. of shares) under
											dematerialized form (XIV)	Sub-category (i) Sub-category (ii) Sub-category (iii)
											132398684
											161314473	0	0	0
											293713157	0	0	0

Validate Home
Category & Name		No. of fully paid up	No. Of Partly paid-up	No. Of shares	Total nos. shares	Shareholding as a % of total no. of shares		Number of Voting Rights held in each class of securities(IX) No of Voting (XIV)Rights		Total as	No. Of Shares	Underlying Outstanding No. Of Shares No. of Shares	Shareholding , as a % assuming full conversion of		Number of Locked in shares (XII)	Number of Shares pledged or otherwise encumbered (XIII)		Number of equity	Shareholding (No. of shares) under Sub-categorization of shares
Shareholders of the (I) Sr.	Nos. Of shareholders (III)	equity shares held (IV)	equity shares held (V)	underlying Depository Receipts (VI)	(VII) = (IV)+(V)+ (VI) held	(calculated as per SCRR, As a % of (A+B+C2) 1957) (VIII)	Class eg: X	Class eg:y	Total	a % of Voting rights Total	Underlying Outstanding convertible securities (X)	convertible securities and No. Of Warrants (Xi) (a) Underlying Outstanding Warrants (Xi)	convertible securities ( diluted share capital) as a percentage of As a % of (A+B+C2) (XI)= (VII)+(X)	No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)	Sub-category (i) dematerialized form shares held in (XIV)	Sub-category (ii)	Sub-category (iii)
Table II - Statement showing shareholding pattern of the Promoter and Promoter Group (1) Indian A
Central Government/ State Government(s) Individuals/Hindu undivided Family (a) (b)	16	73428920			73428920	24.88	73428920.00		73428920	24.88				9052157 24.88	12.33	5142168	7.00	73428920
Sub-Total (A)(1) Financial Institutions/ Banks Any Other (specify) (c) (d)	11 27	58969764 132398684			58969764 132398684	19.98 44.86	58969764.00 132398684.00		58969764 132398684	19.98 44.86				1476000 10528157 19.98 44.86	2.50 7.95	0 5142168	0.00 3.88	58969764 132398684
Individuals (NonResident Individuals/ Foreign (2) Foreign (a)
Government Individuals) Institutions (b) (c)
Sub-Total (A)(2) Foreign Portfolio Investor Any Other (specify) (d) (e)
Details of Shares which remain unclaimed for Promoter & Promoter Group Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	27	132398684			132398684	44.86	132398684.00		132398684	44.86				10528157 44.86	7.95	5142168	3.88	132398684
Table III - Statement showing shareholding pattern of the Public shareholder Institutions (Domestic) B	Note : Kindly show details of shareholders having more than one percentage of total no of shares. Please refer software manual.
Venture Capital Funds Mutual Funds (1) (a) (b)	5	11005			11005	0.00	11005		11005	0.00				0.00				10755	0	0	0
Alternate Investment Funds Banks (c) (d)	7	42610			42610	0.01	42610		42610	0.01				0.01				32130	0	0	0
Provident Funds/ Pension Funds Insurance Companies (e) (f)
Asset reconstruction companies NBFCs registered with RBI Sovereign Wealth Funds (g) (h) (i)
Other Financial Institutions Any Other (specify) (k) (j)
Sub-Total (B)(1) Foreign Direct Investment Institutions (Foreign) (2) (a)	12	53615			53615	0.02	53615		53615	0.02				0.02				42885	0	0	0
Foreign Venture Capital Investors Sovereign Wealth Funds (b) (c)
Foreign Portfolio Investors Category II Foreign Portfolio Investors Category I (d) (e)	45 1	33274406 246763			33274406 246763	11.27 0.08	33274406 246763		33274406 246763	11.27 0.08				11.27 0.08				33274406 246763	0 0	0 0	0 0
Overseas Depositories (holding DRs) (balancing Any Other (specify) figure) (f) (g)
Sub-Total (B)(2) Central Government / State Government(s) (3)	46	33521169			33521169	11.36	33521169		33521169	11.36				11.36				33521169	0	0	0
Central Government / President of India State Government / Governor (a) (b)
Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter Sub-Total (B)(3) (c)
Associate companies / Subsidiaries (4) Non-institutions (a)
Directors and their relatives (excluding
independent directors and nominee directors) (b)
Key Managerial Personnel (c)	1	938333			938333	0.32	938333		938333	0.32				0.32				938333	0	0	0
Relatives of promoters (other than 'immediate 'Promoter and Promoter Group' category) relatives' of promoters disclosed under (d)
Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust' (e)
Investor Education and Protection Fund (IEPF) (f)
Resident Individuals holding nominal share (g)	1	1943628			1943628	0.66	1943628		1943628	0.66				0.66				1943628	0	0	0
Resident Individuals holding nominal share capital up to Rs. 2 lakhs	108434	64002872			64002872	21.68	64002872		64002872	21.68				21.68				62619182	0	0	0
capital in excess of Rs. 2 lakhs (h)	67	17992279			17992279	6.10	17992279		17992279	6.10				6.10				17992279	0	0	0
Non Resident Indians (NRIs) (i) (j)	900	1577962			1577962	0.53	1577962		1577962	0.53				0.53				1571157	0	0	0
Foreign Companies Foreign Nationals (k)	1	414			414	0.00	414		414	0.00				0.00				414	0	0	0
Bodies Corporate (l)
Any Other (specify) (m)	441 1897	37296563 5429498			37296563 5429498	12.64 1.84	37296563 5429498		37296563 5429498	12.64 1.84				12.64 1.84				37255928 5429498	0 0	0 0	0 0
Sub-Total (B)(4) Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)	111742 111800	129181549 162756333			129181549 162756333	43.77 55.14	129181549.00 162756333		129181549 162756333	43.77 55.14				43.77 55.14				127750419 161314473	0 0	0 0	0 0
Details of the shareholders acting as persons in Concert for Public
Details of Shares which remain unclaimed for Public
Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder Custodian/DR Holder - Name of DR Holders (If C
Employee Benefit Trust / Employee Welfare Trust under SEBI (Share Based Employee Benefits and Sweat Equity) Available) ( 1 )
Total NonPromoter- Non Public Shareholding (C)= (C)(1)+(C)(2) Regulations, 2021 ( 2 )
Total ( A+B+C2 ) Total (A+B+C )	111827 111827	295155017 295155017			295155017 295155017	100.00 100.00	295155017.00 295155017.00		295155017 295155017	100.00 100.00			100.00	10528157 10528157 100.00	3.57 3.57	5142168	1.74	293713157 293713157	0 0	0 0	0 0
					Disclosure of notes on shareholding pattern		Add Notes
			Disclosure of notes in case of promoter holiding in dematerialsed form is less than 100 percentage	Disclosure of notes in case of public share holding is less than 25 percentage			Add Notes Add Notes
			Disclosure of notes on shareholding pattern for company remarks explanatory				Add Notes

			Shareholder type			Promoter Group	Promoter Group	Promoter Group	Promoter	Promoter	Promoter Group	Promoter Group	Promoter Group	Promoter Group	Promoter Group	Promoter Group	Promoter	Promoter Group	Promoter Group	Promoter Group	Promoter Group	Promoter Group	Promoter Group	Promoter Group	Promoter Group	Promoter	Promoter Group	Promoter Group	Promoter Group	Promoter Group
			Reason for not providing PAN
		Number of equity shares	held in dematerialized form (XIV)			0	6711050	15300000	5812878	1263332	2541991	6021369	88020	4935085	0	0	13242077	5738182	4029750	1366018	5459168	0	50000	700000	0	170000	0	0	0	0	73428920
	Number of Shares pledged or otherwise		As a % of total Shares held (b)			0.00	0.00	0.00	0.00	0.00	0.00	85.40	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	7.00
		encumbered (XIII)	No. (a)			0	0	0	0	0	0	5142168	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	5142168
	Number of Locked in shares	(XII)	As a % of total Shares held (b)			0.00	22.80	14.76	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	96.41	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	12.33
			No. (a)			0	1530000	2259000	0	0	0	0	0	0	0	0	0	0	0	0	5263157	0	0	0	0	0	0	0	0	0	9052157
	Shareholding , as a %	assuming full conversion of convertible securities	diluted share capital) (as a percentage of As a % of (A+B+C2) (XI)= (VII)+(Xi)(a)			0.00	2.27	5.18	1.97	0.43	0.86	2.04	0.03	1.67	0.00	0.00	4.49	1.94	1.37	0.46	1.85	0.00	0.02	0.24	0.00	0.06	0.00	0.00	0.00	0.00	24.88
		Total as	Voting a % of rights Total			0.00	2.27	5.18	1.97	0.43	0.86	2.04	0.03	1.67	0.00	0.00	4.49	1.94	1.37	0.46	1.85	0.00	0.02	0.24	0.00	0.06	0.00	0.00	0.00	0.00	24.88
	Number of Voting Rights held in each class of securities (IX)		Total			0.00	6711050.00	15300000.00	5812878.00	1263332.00	2541991.00	6021369.00	88020.00	4935085.00	0.00	0.00	13242077.00	5738182.00	4029750.00	1366018.00	5459168.00	0.00	50000.00	700000.00	0.00	170000.00	0.00	0.00	0.00	0.00	73428920.00
		No of Voting (XIV) Rights	Class eg:X			0.00	6711050.00	15300000.00	5812878.00	1263332.00	2541991.00	6021369.00	88020.00	4935085.00	0.00	0.00	13242077.00	5738182.00	4029750.00	1366018.00	5459168.00	0.00	50000.00	700000.00	0.00	170000.00	0.00	0.00	0.00	0.00	73428920.00
		Shareholding as a % of total no. of shares	(calculated as per SCRR, As a % of (A+B+C2) 1957) (VIII)			0.00	2.27	5.18	1.97	0.43	0.86	2.04	0.03	1.67	0.00	0.00	4.49	1.94	1.37	0.46	1.85	0.00	0.02	0.24	0.00	0.06	0.00	0.00	0.00	0.00	24.88
		Total nos. shares	(VII) = (IV)+(V)+ (VI) held			0	6711050	15300000	5812878	1263332	2541991	6021369	88020	4935085	0	0	13242077	5738182	4029750	1366018	5459168	0	50000	700000	0	170000	0	0	0	0	73428920
		No. of fully paid up	equity shares held (IV)			0	6711050	15300000	5812878	1263332	2541991	6021369	88020	4935085	0	0	13242077	5738182	4029750	1366018	5459168	0	50000	700000	0	170000	0	0	0	0	73428920
			PAN (II)			AAAHA9127Q	AAAPJ6824H	AABPJ3213F	AABPJ3331N	AABPJ5484A	AABPJ6343G	AACPJ5311M	AAEHV3773M	AAKPJ3266H	ABGPJ1363A	ACUPJ6284F	ACUPJ6757H	ACUPJ8246R	AESPJ3401J	AFTPJ8864M	AGCPJ3523F	AIJPJ6928R	AKOPB3823A	AXWPJ0363N	AACPJ4684P	AAAPJ6823A	AAEPJ4859J	AJYPJ5008L	ACUPJ6283C	AJYPJ5009M	Total
Validate Home		Name	Shareholders of the (I)	Individuals/Hindu undivided Family	Delete Add	ASHISH JAIN HUF (Karta- Mr. Ashish Jain)	NAMITA P JAIN	ASHISH JAIN	MUDIT JAIN	BAKUL PREMCHAND JAIN	DURGAVATI JAIN	MEETA JAIN	VIVEK JAIN HUF (Karta- Mr. Vivek Jain)	PAULOMI BAKUL JAIN	10 VANDANA JAIN	11 NITISH SHASHICHAND JAIN	12 VIVEK JAIN	13 VARSHA JAIN	14 SONALIKA JAIN	15 SAATVIK JAIN	16 RIMA SAATVIK JAIN	17 ANUSHREE JAIN	MALTI BHINDI	19 SHIVAANG JAIN	20 NEERA JAIN	21 PRAMOD KUMAR JAIN	22 USHA P JAIN	23 SAMARTH JAIN	24 BHARATI JAIN	25 SHIVANTIKA JAIN	Click here to go back
			Searial No.	A1(a)		1	2	3	4	5	6	7	8	9									18

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								Number of Voting Rights held in each class of securities (IX)		Shareholding , as a %		Number of Locked in shares		Number of Shares pledged or otherwise
	Name		No.	No. of fully paid up	Total nos. shares	Shareholding as a % of total no. of shares		No of Voting (XIV) Rights	Total as	assuming full conversion of convertible securities		(XII)		encumbered (XIII)	Number of equity shares
Category	Shareholders of the (I)	PAN (II)	Shareholders of the (I)	equity shares held (IV)	(VII) = (IV)+(V)+ (VI) held	(calculated as per SCRR, As a % of (A+B+C2) 1957) (VIII)	Class eg: X	Total	a % of Voting rights Total	(as a percentage of diluted share capital) As a % of (A+B+C2) (XI)= (VII)+(X)	No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)	held in dematerialized form (XIV)	Reason for not providing PAN	Shareholder type
Any Other (specify)
Delete Add
Bodies Corporate	B J HOLDINGS PRIVATE LIMITED	AAACB5503A	1	16000	16000	0.01	16000.00	16000.00	0.01	0.01	0	0.00	0	0.00	16000		Promoter Group
Bodies Corporate	CASHCO HOLDINGS PRIVATE LIMITED	AAACC5675Q	1	17750	17750	0.01	17750.00	17750.00	0.01	0.01	0	0.00	0	0.00	17750		Promoter Group
Bodies Corporate	DHRANGADHRA TRADING COMPANY PVT. LTD. AAACD2636A		1	1280500	1280500	0.43	1280500.00	1280500.00	0.43	0.43	0	0.00	0	0.00	1280500		Promoter Group
Bodies Corporate	FLORIDA HOLDINGS AND TRADING PVT LTD	AAACF1559L	1	1322450	1322450	0.45	1322450.00	1322450.00	0.45	0.45	0	0.00	0	0.00	1322450		Promoter Group
Bodies Corporate	KISHCO PRIVATE LIMITED	AAACK2894F	1	2040000	2040000	0.69	2040000.00	2040000.00	0.69	0.69	1476000	72.35	0	0.00	2040000		Promoter Group
Bodies Corporate	SAHU BROTHERS PRIVATE LIMITED	AAACS8703P	1	52459860	52459860	17.77	52459860.00	52459860.00	17.77	17.77	0	0.00	0	0.00	52459860		Promoter Group
Bodies Corporate	VIKRANT HOLDINGS AND TRADING PVT LTD	AAACV1499B	1		100 100	0.00	100.00	100.00	0.00	0.00	0	0.00	0	0.00	100		Promoter Group
Bodies Corporate	JAIN SAHU BROTHERS PROPERTIES LLP	AASFJ7924L	1	715524	715524	0.24	715524.00	715524.00	0.24	0.24	0	0.00	0	0.00	715524		Promoter Group
Bodies Corporate	SAHU CYLINDERS & UDYOG PVT LTD	AABCS5073P	1	1103250	1103250	0.37	1103250.00	1103250.00	0.37	0.37	0	0.00	0	0.00	1103250		Promoter Group
Bodies Corporate	CANVAS SHOE CO. (GOA) PRIVATE LTD.	AABFC1891L	1		830 830	0.00	830.00	830.00	0.00	0.00	0	0.00	0	0.00	830		Promoter Group
Bodies Corporate	D P B HOLDINGS PRIVATE LIMITED	AABFD2405M	1	13500	13500	0.00	13500.00	13500.00	0.00	0.00	0	0.00	0	0.00	13500		Promoter Group
Trusts	PRAMOD KUMAR JAIN TRUST BB	AADTP1639B	0		0 0	0.00	0.00	0.00	0.00	0.00	0	0.00	0	0.00	0		Promoter Group
Click here to go back		Total	11	58969764	58969764	19.98	58969764.00	58969764.00	19.98	19.98	1476000	2.50	0	0.00	58969764

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Table VI - Statement showing foreign ownership limits
Particular	Approved limits (%)	Limits utilized (%)
As on shareholding date	100.00	11.63
As on the end of previous 1st quarter	100.00	11.47
As on the end of previous 2nd quarter	100.00	7.74
As on the end of previous 3rd quarter	100.00	6.75
As on the end of previous 4th quarter	100.00	7.28

Notes :-

1) "Approved Limits (%)" means the limit approved by Board of Directors / shareholders of the Listed entity. In case the listed entity has no Board approved limit, provide details of sectoral / statutory cap prescribed by Government / Regulatory Authorities

2) Details of Foreign ownership includes foreign ownership / investments as specified in Rule 2(s) of the Foreign Exchange Management (Nondebt Instruments) Rules, 2019, made under the Foreign Exchange Management Act, 1999.

Holding of Specified Securities

	Annexure - I
1. Name of Listed Entity: DCW LTD
2. Scrip Code/Name of Scrip/Class of Security
3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)
a. If under 31(1)(b) then indicate the report for Quarter ending	31-12-2024
b. If under 31(1)(c) then indicate date of allotment/extinguishment
4. Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:-
Particulars		Yes*	No*
1 Whether the Listed Entity has issued any partly paid up shares?
2 Whether the Listed Entity has issued any Convertible Securities ?
3 Whether the Listed Entity has issued any Warrants ?
4 Whether the Listed Entity has any shares against which depository receipts are issued?
Whether the Listed Entity has any shares in locked-in? 5
6 Whether any shares held by promoters are pledge or otherwise encumbered?
7 Whether company has equity shares with differential voting rights?
8 Whether the listed entity has any significant beneficial owner?
* If the Listed Entity selects the option 'No' for the questions above, the columns for the partly paid up shares, Outstanding Convertible
Securities/Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as
applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is 'No' declared
by Listed Entity in above table the values will be considered as 'Zero' by default on submission of the format of holding of specified
securities.

dematerialized Number of shares held equity form in	(XIV)			132398684	161314473	0	0	0	293713157
		As a % of total	shares held (b)	3.8838	0	NA	NA	NA
encumbered Number of pledged or otherwise Shares (XIII)		No. (a)		5142168	0	NA	NA	NA
Number of Locked in shares (XII)		As a % of total	shares held (b)	7.9519	0.0000	0.0000	0.0000	0.0000	3.5670
		No. (a)		10528157	0	0	0	0	10528157
as a % assuming full conversion securities( as a Shareholding, of convertible %	of diluted share capital)	(XI)=(VII)+(X) As a % of	(A+B+C2)	44.8573	55.1427	0.0000	0.0000	0.0000	100.0000
Underlying convertible Outstating securities Shares No. of	(including Warrants)	(X)		0	0	0	0	0	0
	Total as a % of	(A+B+C)			55.1427	0.0000	0.0000	0.0000	#######
Number of Votting Rights held in each class of securities (IX)			Total	0 132398684 44.8573	0 162756333	0	0	0	0 295155017
	No of Voting Rights		Others Class	y		0	0	0
			Equity Class	44.8573 132398684 x	55.1427 162756333	0	0	0	295155017
Table I - SUMMARY STATEMENT HOLDING OF SPECIFIED SECURITIES (calculated as as a % of total Shareholding no. of shares SCRR,1957) per	As a % of (VIII)	(A+B+C2)				0	NA	0
(IV)+(V)+(VI) Total nos. shares (VII)= held				132398684	162756333	0	0	0	295155017
Depository underlying Receipts No. of shares (VI)				0	0	0	0	0	0
No.s of paid-up equity Partly Share held	(V)			0	0	0	0	0	0
paid up No. of equity Share held fully	(IV)			132398684	162756333	0	0	0	295155017
holders No.s of Share (III)				36	111800	0	0	0	111836
Category of shareholder (II)				Promoter & Promoter Group	Public	Non Promoter-Non Public	Shares underlying DRs	Shares held by Employee Trusts	Total
Cate gory (I)				(A)	(B)	(C)	(C1)	(C2)

Face Value: INR 2.00
Category and Name	Entity type Promoter	PAN	No. of	No. of fully	Partly	Nos. of	Total Nos.	Shareholding		Number of voting Rights held in			No of shares	Shareholding	Number of		Number of shares		Number of
shareholders of the (I)	or Promoter group (Promoter group would exclude	(II)	shareh olders (III)	equity shares paid up held	paid-up shares	Depository equity underlying shares	shares (VII = held	% calculate SCRR 1957 as per		each class of securities No of voting Rights (IX)		Total as	underlying outstanding convertible	as a % assuming full conversion of convertible	Locked in shares (XII)		pledged or otherwise encumbered (XIII)		shares held equity in
	promoters) (II)			(IV)	held (V)	Receipts (VI)	IV+V+VI)	As a % of (A+B+C2) (VIII)	Class X	Class Y	Total	a % of voting rights Total	Securities (including warrants) (X)	as a % of A+B+C2 securities(as a percentage of diluted share (XI)=(VII)+(X) capital)	No. (a)	total shares As a % of held (b)	No. (a)	total shares As a % of held (b)	dematerializ ed form (XIV)
A1 Indian
(a) Individuals/Hindu Undivided Family			16	12,61,50,523	-	-	12,61,50,523	42.74%	12,61,50,523.00	-	12,61,50,523.00	42.74%	-	42.74%	90,52,157	7.18%	51,42,168	4.08%	12,61,50,523
ASHISH JAIN HUF (Karta- Mr. Ashish Jain) NAMITA P JAIN 1 2	Promoter Group Promoter Group	AAAHA9127Q AAAPJ6824H	1 -	0 6711050	-	-	67,11,050 -	0.00% 2.27%	67,11,050 -	-	67,11,050 -	0.00% 2.27%	-	0.00% 2.27%	15,30,000 -	0% 23%	-		67,11,050 -
ASHISH JAIN 3	Promoter Group	AABPJ3213F	1	3,20,44,913	- -	- -	3,20,44,913	10.86%	3,20,44,913	- -	3,20,44,913	10.86%	- -	10.86%	22,59,000	7%	- -		3,20,44,913
MUDIT JAIN 4	Promoter Group	AABPJ3331N	1	1,25,88,652	-	-	1,25,88,652	4.27%	1,25,88,652	-	1,25,88,652	4.27%	-	4.27%	-	0%	-		1,25,88,652
BAKUL PREMCHAND JAIN 5	Promoter Group	AABPJ5484A	1	55,59,027	-	-	55,59,027	1.88%	55,59,027	-	55,59,027	1.88%	-	1.88%	-	0%	-		55,59,027
DURGAVATI JAIN MEETA JAIN 6 7	Promoter Group Promoter Group	AABPJ6343G AACPJ5311M	1 1	90,29,555 65,60,469	- -	- -	90,29,555 65,60,469	3.06% 2.22%	90,29,555 65,60,469	- -	90,29,555 65,60,469	3.06% 2.22%	- -	3.06% 2.22%	- -	0% 0%	51,42,168.0 -	78%	90,29,555 65,60,469
VIVEK JAIN HUF (Karta- Mr. Vivek Jain) 8	Promoter Group	AAEHV3773M	1	88,020	-	-	88,020	0.03%	88,020	-	88,020	0.03%	-	0.03%	-	0%	-		88,020
PAULOMI BAKUL JAIN 9	Promoter Group	AAKPJ3266H	1	92,57,149	-	-	92,57,149	3.14%	92,57,149	-	92,57,149	3.14%	-	3.14%	-	0%	-		92,57,149
VANDANA JAIN 10	Promoter Group	ABGPJ1363A	-	-	-	-	-	0.00%	-	-	-	0.00%	-	0.00%	-	0%	-		-
NITISH SHASHICHAND JAIN 11	Promoter Group	ACUPJ6284F	-	-	-	-	-	0.00%	-	-	-	0.00%	-	0.00%	-	0%	-		-
VARSHA JAIN VIVEK JAIN 12 13	Promoter Group Promoter Group	ACUPJ6757H ACUPJ8246R	1 1	2,33,45,688 91,91,064	-	-	2,33,45,688 91,91,064	7.91% 3.11%	2,33,45,688 91,91,064	-	91,91,064 2,33,45,688	7.91% 3.11%	-	7.91% 3.11%	-	0% 0%	-		2,33,45,688 91,91,064
SONALIKA JAIN 14	Promoter Group	AESPJ3401J	1	40,29,750	- -	- -	40,29,750	1.37%	40,29,750	- -	40,29,750	1.37%	- -	1.37%	- -	0%	- -		40,29,750
SAATVIK JAIN 15	Promoter Group	AFTPJ8864M	1	13,66,018	-	-	13,66,018	0.46%	13,66,018	-	13,66,018	0.46%	-	0.46%	-	0%	-		13,66,018
RIMA SAATVIK JAIN 16	Promoter Group	AGCPJ3523F	1	54,59,168	-	-	54,59,168	1.85%	54,59,168	-	54,59,168	1.85%	-	1.85%	52,63,157	96%	-		54,59,168
ANUSHREE JAIN MALTI BHINDI 17 18	Promoter Group Promoter Group	AIJPJ6928R AKOPB3823A	1 -	50,000 -	-	-	50,000 -	0.00% 0.02%	50,000 -	-	50,000 -	0.00% 0.02%	-	0.00% 0.02%	-	0% 0%	-		50,000 -
SHIVAANG JAIN 19	Promoter Group	AXWPJ0363N	1	7,00,000	- -	- -	7,00,000	0.24%	7,00,000	- -	7,00,000	0.24%	- -	0.24%	- -	0%	- -		7,00,000
NEERA JAIN 20	Promoter Group	AACPJ4684P	-	-	-	-	-	0.00%	-	-	-	0.00%	-	0.00%	-	0%	-		-
PRAMOD KUMAR JAIN 21	Promoter Group	AAAPJ6823A	1	1,70,000	-	-	1,70,000	0.06%	1,70,000	-	1,70,000	0.06%	-	0.06%	-	0%	-		1,70,000
USHA P JAIN 22	Promoter Group	AAEPJ4859J	-	-	-	-	-	0.00%	-	-	-	0.00%	-	0.00%	-	0%	-		-
SAMARTH JAIN BHARATI JAIN 23	Promoter Group	AJYPJ5008L ACUPJ6283C	-	-	-	-	-	0.00% 0.00%	-	-	-	0.00%	-	0.00%	-	0%	-		-
SHIVANTIKA JAIN 24 25	Promoter Group Promoter Group	AJYPJ5009M	-	- -	-	-	-	0.00%	-	-	-	0.00% 0.00%	-	0.00% 0.00%	-	0% 0%	-		-
			-		-	-	-		-	-	-		-		-		-		-
Central Government/State Government(s) (b)			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Financial Institutions / Banks (c)			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Any Other (specify) (d)(i) Bodies Corporate (d)			10	62,48,161	- -	- -	62,48,161 -	2.12% -	62,48,161 -	- -	62,48,161 -	2.12% -	- -	- -	14,76,000 -	23.62% -	-	0.00 -	62,48,161 -
B J HOLDINGS PRIVATE LIMITED 1	Promoter	AAACB5503A	1	16,000	-	-	16,000	0.01%	16,000	-	16,000	0.01%	-	-	-	0%	-		16,000
CASHCO HOLDINGS PRIVATE LIMITED 2	Promoter Group	AAACC5675Q	1	2,19,879	-	-	2,19,879	0.07%	2,19,879	-	2,19,879	0.07%	-	-	-	0%	-		2,19,879
DHRANGADHRA TRADING COMPANY PVT. LTD. 3	Promoter Group	AAACD2636A	-	-	-	-	-	0.00%	-	-	-	0.00%	-	-	-	0%	-	-	-
FLORIDA HOLDINGS AND TRADING PVT LTD 4	Promoter Group	AAACF1559L	1	15,24,309	-	-	15,24,309	0.52%	15,24,309	-	15,24,309	0.52%	-	-	-	0%	-	-	15,24,309
KISHCO PRIVATE LIMITED 5	Promoter Group	AAACK2894F	1	20,40,000	-	-	20,40,000	0.69%	20,40,000	-	20,40,000	0.69%	-	-	14,76,000	72.35%			20,40,000
VIKRANT HOLDINGS AND TRADING PVT LTD SAHU BROTHERS PRIVATE LIMITED 6 7	Promoter Group Promoter Group	AAACS8703P AAACV1499B	1 -	100 -	- -	- -	100 -	0.00% 0.00%	100 -	- -	100 -	0.00% 0.00%	- -	- -	- -	0% 0%	-		100 -
JAIN SAHU BROTHERS PROPERTIES LLP 8	Promoter Group	AASFJ7924L	1	11,15,989	-	-	11,15,989	0.38%	11,15,989	-	11,15,989	0.38%	-	-	-	0%	-		11,15,989
SAHU CYLINDERS & UDYOG PVT LTD 9	Promoter Group	AABCS5073P	1	13,17,544	-	-	13,17,544	0.45%	13,17,544	-	13,17,544	0.45%	-	-	-	0%	-		13,17,544
CANVAS SHOE CO. (GOA) PRIVATE LTD. 10	Promoter Group	AABFC1891L	1	830	-	-	830	0.00%	830	-	830	0.00%	-	-	-	0%	-		830
D P B HOLDINGS PRIVATE LIMITED PRAMOD KUMAR JAIN TRUST BB 11	Promoter Group	AABFD2405M AADTP1639B	1	13,500	-	-	13,500	0.00%	13,500	-	13,500	0.00%	-	-	-	0%	-		13,500
DCW Limited Trust (Fractional Entitlement) 12 13	Promoter Group		1 -	10 -	- -	- -	10 -	0.00% 0.00%	10 -	- -	10 -	0.00% 0.00%	- -	- -	- -	0% 0%	- -		10 -
Sub Total (A)(1)			26											0.43		7.95%
A2 Foreign				13,23,98,684	-	-	13,23,98,684		44.86% 13,23,98,684.00	-	13,23,98,684	44.86%	-		1,05,28,157		51,42,168	3.88% 13,23,98,684
(a) Individuals (Non-Resident Individuals/Foreign		-	-	-	-	-	-	-	-	-	-	-	- -	- -	- -	- -	-	-	-
Individuals)
Government (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(c) Institutions		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Foreign Portfolio Investor Any Other (specify) (d) (e)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(e)(i) Bodies Corporate		- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -
Sub Total (A)(2)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)			26	13,23,98,684	-	-	13,23,98,684	44.86%	13,23,98,684	-	13,23,98,684	44.86%	-	0	1,05,28,157	7.95%	51,42,168	3.88% 13,23,98,684

Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group Name of Listed Entity : DCW LIMITED

					Table III - STATEMENT SHOWING SHAREHOLDING PATTERN OF THE PUBLIC SHAREHOLDER
PAN Category & Name of the	No.s of	No. of	Partly	No.s of	Total nos.	Shareholdin		Number of Voting Rights		No. of	Total	Number of	Number of	Number of		Sub-categorization of shares
(II) shareholders (I)	holders Share	paid up fully	paid-up equity	underlying shares	shares held	% calculated g		held in each class of securities		Underlying Shares	Shareholding, as a %	Locked in shares (XII)	pledged or Shares	shares held equity		(XV)
	(III)	equity Share	Share held	Depository Receipts	(IV)+(V)+(VI) (VII)=	SCRR,1957) as per		(IX)		convertible Outstating	full conversion assuming		encumbered otherwise	dematerializ in		Shareholding (No. of shares) under
		held (IV)	(V)	(VI)		As a % of (A+B+C2) (VIII)		No of Voting Rights	Total as a	securities (including Warrants)	securities( as a of convertible percentage		(XIII)	form (XIV) ed	Sub-category (i)	Sub-category (ii)	Sub-category (iii)
							Class	Total Class	Voting Total % of	(X)	of diluted share (XI)=(VII)+(X) capital)	No. (a)	shares held As a % of total (Not applicable) No. (a) shares held As a % of total
Institutions (Domestic) 1							Equity x	Others y	Rights		As a % of	(b)	(b)
Mutual Funds (a)		5	11005	0	11005 0	0.0037	11005	11005 0	0.0037	0	0.0037	0	NA 0.0000	10755 NA
Alternate Investment Funds Venture Capital Funds (b) (c)		0 0	0 0	0 0	0 0 0 0	0.0000 0.0000	0 0	0 0	0.0000 0.0000 0 0	0 0	0.0000 0.0000	0 0	NA NA 0.0000 0.0000	NA NA	0 0
Banks (d)		7	42610	0	42610 0	0.0144	42610	42610 0	0.0144	0	0.0144	0	NA 0.0000	32130 NA
Provident / Pension Funds Insurance Companies (e) (f)		0 0	0 0	0 0	0 0 0 0	0.0000 0.0000	0 0	0 0	0.0000 0.0000 0 0	0 0	0.0000 0.0000	0 0	NA NA 0.0000 0.0000	NA NA	0 0
Asset Reconstruction Companies Sovereign Wealth Funds (g) (h)		0 0	0 0	0 0	0 0 0 0	0.0000 0.0000	0 0	0 0	0.0000 0.0000 0 0	0 0	0.0000 0.0000	0 0	NA NA 0.0000 0.0000	NA NA	0 0
Other Financial Institutions NBFCs registered with RBI (i) (j)		0 0	0 0	0 0	0 0 0 0	0.0000 0.0000	0 0	0 0	0.0000 0.0000 0 0	0 0	0.0000 0.0000	0 0	NA NA 0.0000 0.0000	NA NA	0 0
SUB TOTAL (B)(1)		12	53615	0	53615 0	0.0182	53615	53615 0	0.0182	0	0.0182	0	NA 0.0000	42885 NA
Foreign Direct Investment Institutions (Foreign) 2 (a)		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
Foreign Venture Capital Investors (b)		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
(d) Foreign Portfolio Investors Category I Foreign Sovereign Wealth Funds (c)		33274406 0 45	0	0 0	0 33274406 0 0	11.2735 ####### 0.0000	0	0	0.0000 0 ####### 11.2735 0	0 0	0.0000 11.2735	0 0	NA NA 0.0000 0.0000	33274406 NA NA	0
AAECB4051F BARON EMERGING MARKETS FUND		7031903 1		0	7031903 0		2.3824 7031903	0 7031903	2.3824	0	2.3824	0	0 0.0000	7031903 0
AACCE7601G (e) Foreign Portfolio Investors Category II ERISKA INVESTMENT FUND LTD		12026448 1 1	246763	0 0	12026448 246763 0 0		0.0836 246763 4.0746 #######	0 246763 0 #######	4.0746 0.0836	0 0	4.0746 0.0836	0 0	0 NA 0.0000 0.0000	12026448 246763 0 NA
(f) OVERSEAS DEPOSITORIES (Holding DRs) (Balancing		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
Figure)
Central Government / State Government SUB TOTAL (B)(2) 3		33521169 46		0	33521169 0	11.3571 #######			0 ####### 11.3571	0	11.3571	0	NA 0.0000	33521169 NA
(a) Central Government / President of India		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
State Government / Governor (b)		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
(c) Central/State Govt. shareholding by Cos or Bodies Corp		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
SUB TOTAL (B)(3)		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
(a) Associate Companies / Subsidiaries Non-institutions 4		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
(b) Directors And their relatives (Non-Promoter)		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
		1	938333	0	938333 0		0.3179 938333	0 938333	0.3179	0	0.3179	0	0.0000
(d) Relatives of Promoters (Non-Promoter) Key Managerial Personnel (c)		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA NA 0.0000	938333 NA NA	0
Trusts (Non-Promoter) (e)		0	0	0	0 0	0.0000	0	0	0.0000 0	0	0.0000	0	NA 0.0000	NA	0
Investor Education and Protection Fund(IEPF) (f)		1943628 1		0	1943628 0		0.6585 1943628	0 1943628	0.6585	0	0.6585	0	NA 0.0000	1943628 NA
(g) Individuals - i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs.	108434	64002872		0	64002872 0	21.6845 #######			0 ####### 21.6845	0	21.6845	0	NA 0.0000	62619182 NA
(h) INDIVIDUAL - ii. Individual shareholders holding nominal		17992279 67		0	17992279 0		6.0959 #######	0 #######	6.0959	0	6.0959	0	NA 0.0000	17992279 NA
share capital in excess of Rs. 2 lakhs.
NON RESIDENT INDIANS (NRIs) (i)		1577962 900		0	1577962 0		0.5346 1577962	0 1577962	0.5346	0	0.5346	0	NA 0.0000	1571157 NA
FOREIGN NATIONALS Foreign Companies (k) (j)		1 0	414 0	0 0	414 0 0 0	0.0001 0.0000	414 0	0 0	0.0001 0.0000 414 0	0 0	0.0001 0.0000	0 0	NA NA 0.0000 0.0000	NA NA	414 0
AAMCM0089 MARWADI CHANDARANA INTERMEDIARIES BODIES CORPORATE (l)		37296563 3543365 441 1		0 0	37296563 3543365 0 0	12.6363 #######	1.2005 3543365		0 ####### 12.6363 0 3543365 1.2005	0 0	12.6363 1.2005	0 0	NA 0 0.0000 0.0000	37255928 3543365 NA 0
Q BROKERS PRIVATE LIMITED
AAACR3297H AAZFP1023D RADHAKRISHNA RAMNARAIN PVT LTD PP VENTURES LLP		5024245 5644397 1 1		0 0	5024245 5644397 0 0		1.7022 5024245 1.9124 5644397		0 5024245 1.7022 0 5644397 1.9124	0 0	1.7022 1.9124	0 0	0 0 0.0000 0.0000	5024245 5644397 0 0
AAACW2748 Q WINRO COMMERCIAL (INDIA) LTD		6080000 1		0	6080000 0		2.0599 6080000	0 6080000	2.0599	0	2.0599	0	0 0.0000	6080000 0
Any Other(CLEARING MEMBER) (m)		56	597261	0	597261 0		0.2024 597261	0 597261	0.2024	0	0.2024	0	NA 0.0000	597261 NA
Any Other(ESCROW ACCOUNT) (m)		1	550	0	550 0	0.0002	550	0	0.0002 550	0	0.0002	0	NA 0.0000	NA	550
(m) Any Other(HINDU UNDIVIDED FAMILY)		4830683 1838		0	4830683 0	1.6367	4830683		0 4830683 1.6367	0	1.6367	0	NA 0.0000	4830683 NA
Any Other(PROPRIETORY FIRM) (m)		1	4	0	4 0	0.0000	4	0	0.0000 4	0	0.0000	0	NA 0.0000	NA	4
Any Other(TRUSTS) (m)		1	1000	0	1000 0	0.0003	1000	1000 0	0.0003	0	0.0003	0	NA 0.0000	1000 NA
Total Public Shareholding (B) = SUB TOTAL (B)(4)	111742 111800	129181549 162756333		0 0	129181549 162756333 0 0	43.7674 ####### 55.1427 #######		0 ####### 0 #######	43.7674 55.1427	0 0	43.7674 55.1427	0 0	NA 0 0.0000 0.0000	127750419 161314473 NA NA
(B)(1)+(B)(2)+(B)(3)
Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. Details of the shareholders acting as persons in Concert including their Shareholding (No. and %): 550
(1) PAN would not be displayed on website of Stock Exchange(s). Note:
(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian. (2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Column no. (XIII) is not applicable in the above format.
(4) Categorization and disclosure of each shareholder category should be carried out in the order prescribed in the above format. If a shareholder is falling under more than one category, then the same shall be classified in the category falling first in the order prescribed in the above format. Shareholding under any of the categories shall be unique and will not be duplicated under multiple categories.
(i) Shareholders who are represented by a nominee Director on the board of the listed entity or have the right to nominate a representative (i.e. Director) on the board of the listed entity. (5) Sub-categorization of shares under column no. (XV) will be based on shareholding (no. of shares) under the following sub-categories:
(ii) Shareholders who have entered into shareholder agreement with the listed entity. (iii) Shareholders acting as persons in concert with promoters.

	Number of	equity	shares held	in	dematerialize	d	form	(XIV)							0	0
										As a % of	total	shares held	applicable) (Not		NA	NA
	Number of	Shares	pledged or	otherwise	encumbered	(XIII)				No.	(Not	applicable)	(a)		NA	NA
	Number of	Locked in	shares	(XII)						As a % of	total	shares held	(b)		0.0000 0	0.0000 0
										No.	(a)
	Total	Shareholding,	as a % assuming	full conversion	of convertible	securities( as a	%	of diluted share	capital)	(XI)=(VII)+(X)		As a % of	(A+B+C2)		0.0000	0.0000
Table IV - STATEMENT SHOWING SHAREHOLDING PATTERN OF THE NON PROMOTER - NON PUBLIC SHAREHOLDER	No. of	Shares	Underlying	Outstating	convertible	securities	(including	Warrants)	(X)						0	0
							Total	as a	% of	(A+B+C)					0.0000 0	0.0000 0
	Number of Votting Rights	held in each class of	securities	(IX)									Total		0	0
							No of Voting	Rights					Others Class	y	0	0
													Equity Class	x	0.0000	0.0000
	Shareholding	% calculated	as per	SCRR,1957)	As a % of	(A+B+C2)	(VIII)								0	0
	Total no.	shares	held	(VII)=	(IV)+(V)+(VI)
	No.s of	shares	underlying	Depository	Receipts	(VI)									0	0
	Partly	paid-up	equity	Share	held	(V)									0	0
	No. of	fully	paid up	equity	Share	held	(IV)								0	0
	No. of	Share	holders	(III)											0	0
	PAN	(II)
	Category & Name of the	shareholders	(I)											1 Custodian/DR Holder	0	Total Non Promoter	Non Public Shareholding	(C)=(C)(1)+(C)(2)		(1) PAN would not be displayed on website of Stock Exchange(s).	(2) The above format needs to disclose bame of all holders holding more than 1% of total number of shares.	(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available.
															I				Note

	Date of creation /	acquisition of	significant	beneficial interest*	(IV)
	Details of holding/ exercise of right of the SBO in the reporting company,					Exercise of significant	influence
		whether direct or indirect *:	(III)	Whether by virtue of:		Exercise of	control
						Rights on	distributabl	e dividend	or any other	distribution
						Voting rights %
						Shares %
						Nationality
Table V - STATEMENT SHOWING DETAILS OF SIGNIFICANT BENEFICIAL OWNERS	Details of the registered owner	(II)				PAN/Passport	No. in case of a	foreign national
						Name
						Nationality
	Details of the significant beneficial owner	(I)				PAN/Passport	No. in case of a	foreign national
						Name
	Sr. No

Annexure - B	wing Foreign Ownership Limit	Limits utilized
	ment Sho Table VI - State	Board approved limits	As on shareholding date	As on the end of previous 1st quarter	As on the end of previous 2nd quarter	As on the end of previous 3rd quarter	As on the end of previous 4th quarter

CA Harsh Chandrakant Ruparelia

Registered Valuer Securities or Financial Assets (IBBI Registration No. IBBI/RV/05/2019/11106 and Membership No. ICMAI RVO/S&FA/00054)

13th February 2025

To,

The Board of Directors / Audit Committee DCW Limited Dhrangadhra, Gujarat 363 315.

AND

Dhrangadhara Trading Company Private Limited Sahu Brothers Private Limited

3rd Floor, Nirmal, 241-Backbay Reclamation, Nariman Point, Mumbai 400 021.

Sub: Report on Recommendation of Share Exchange Ratio for the proposed amalgamation of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited with and into DCW Limited pursuant to the Draft Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules & regulations framed thereunder ( Scheme )

Dear Sirs,

I refer to my engagement letter dated 10th February 2025, whereby CA Harsh Chandrakant Ruparelia, Registered Valuer Securities or Financial Assets (hereinafter I has been appointed by the management of Dhrangadhara Trading Company Private Limited [CIN: U99999MH1942PTC010071] DTCPL 1 ), Sahu Brothers Private Limited [CIN: U65910MH1949PTC171181 SBPL 2 and DCW Limited [CIN: L24110GJ1939PLC000748] DCW ) to issue a report

Page 1 of 14

containing recommendation of the Share Exchange Ratio considering participant specific view taking into account the nature of the Scheme for the proposed merger of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited with and into DCW Limited pursuant to the Draft Scheme of Amalgamation ( Scheme ) with effect from the Appointed Date, as defined in the Scheme.

The Transferor Company 1 and the Transferor Company 2 are hereinafter collectively referred to as Companies . The Transferor Companies and the Transferee Company are hereinafter collectively referred to as

I am a Registered Valuer as notified under Section 247 of the Companies Act, 2013. I hereby further state that I have carried out the valuation exercise in my capacity as an Independent Valuer. I further state that I am not related to the Companies or their promoters or their directors or their relatives. I have no interest or conflict of interest with respect to the valuation under consideration.

The Equity Share Exchange Ratio for this report refers to the number of equity shares of DCW, which would be issued to the equity shareholders of DTCPL and SBPL pursuant to the Proposed Scheme.

In the following paragraphs, I have summarized my understanding of the key facts; key information relied upon, basis of recommendation and exclusions to my scope of work.

The report is structured as under:

• 1. Purpose of this Report
• 1. Background
• 1. Sources of Information
• 1. Basis of Recommendation
• 1. Share Exchange Ratio
• 1. Exclusions and Disclaimers

1. PURPOSE OF THIS REPORT

1.1 I understand that the management of the Companies is contemplating a Scheme of Amalgamation ( Scheme ) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules & regulations framed thereunder for the proposed amalgamation of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited with and into DCW

Limited in accordance with the provisions of Section 2(1B) of the Income-tax Act, 1961. The merger is proposed to take effect from the Appointed Date i.e., 1st July 2024. As a consideration for the proposed Scheme, equity shareholders of DTCPL and SBPL will be issued equity shares of DCW.

1.2 In this regard, CA Harsh Chandrakant Ruparelia, Registered Valuer Securities or Financial Assets has been appointed by the Companies for recommendation of the Share Exchange Ratio under the proposed Scheme as on the date of this report, being the Valuation Date.

2. BACKGROUND

2.1 DHRANGADHARA TRADING COMPANY PRIVATE LIMITED

• 2.1.1 DTCPL was incorporated on 21st October 1942 under the provisions of the erstwhile Companies Act, 1913. The registered office of DTCPL is currently situated at 3rd Floor, Nirmal, 241-Backbay Reclamation, Nariman Point, Mumbai 400 021.
• 2.1.2 The Authorised, Issued, Subscribed and Paid-up Share Capital of DTCPL as on the date of this report is as under:

Particulars	Amount in Rs.
Authorised Share Capital
1,000 Equity Shares of Rs. 100/- each	1,00,000
9,000 Preference Shares of Rs. 100/- each	9,00,000
Total	10,00,000
Issued, Subscribed and Paid-up Share Capital
518 Equity Shares of Rs. 100/- each, fully paid-up	51,800
Total	51,800

2.1.3 The equity shareholding pattern of DTCPL as on the date of this report is as under:

Sr.	Name of the Shareholder	No. of equity	(%) holding
No.		shares held
1	Jain Sahu Brothers Properties LLP	162	31.28
2	Vivek Jain	89	17.18
3	Ashish Jain	89	17.18
4	Bakul Jain	89	17.18
5	Mudit Jain	89	17.18
	Total	518	100.00

Source: Management Information

2.1.4 DTCPL is part of the Promoter group of the Transferee Company and holds 12,80,500 equity shares of Rs. 2 each fully paid-up in the Transferee Company. I have been given to understand that DTCPL does not hold any material investments other than investment in the Transferee Company and DTCPL currently has no active business operations. Further, I understand that the DTCPL does not hold any other significant assets or liabilities, other than the investments in the Transferee Company.

2.2 SAHU

• 2.2.1 SBPL was incorporated on 4th April 1949 under the provisions of the erstwhile Companies Act, 1913. The registered office of SBPL is currently situated at 3rd Floor, Nirmal, 241-Backbay Reclamation, Nariman Point, Mumbai 400 021.
• 2.2.2 The Authorised, Issued, Subscribed and Paid-up Share Capital of SBPL as on the date of this report is as under:

Particulars	Amount in Rs.
Authorised Share Capital
10,00,000 Equity Shares of Rs. 100/- each	10,00,00,000
Total	10,00,00,000
Issued, Subscribed and Paid-up Share Capital
9,74,559 Equity Shares of Rs. 100/- each, fully paid-up	9,74,55,900
Total	9,74,55,900

2.2.3 The equity shareholding pattern of SBPL as on the date of this report is as under:

Sr.	Category of the Shareholder	No. of equity	Shareholding
No.		shares held	(%)
1	Ashish Jain	3,06,987	31.50
2	Vivek Jain Jt. Meeta Jain	1,83,610	18.84
3	Mudit Jain	1,21,788	12.50
4	Durgavati Jain	90,475	9.28
5	Paulomi Bakul Jain	80,292	8.24
6	Bakul Jain	75,715	7.77
7	Varsha Jain	64,145	6.58
8	Durgawati Jain Jt. Bakul Jain	30,046	3.08
9	Meeta Jain Jt. Vivek Jain	10,015	1.03

Page 4 of 14

10	Sahu Cylinders & Udyog Private	3,981	0.41
11	Limited Cashco Holding Private Limited	3,755	0.39
12	Florida Holdings and Trading	3,750	0.38
	Private Limited
	Total	9,74,559	100.00

2.2.4 SBPL is also part of the Promoter group of the Transferee Company and holds 5,24,59,860 equity shares of Rs. 2 each fully paid-up in the Transferee Company. I have been given to understand that SBPL does not hold any material investments other than investment in the Transferee Company and SBPL currently has no active business operations. Further, I understand that the SBPL does not hold any other significant assets or liabilities, other than the investments in the Transferee Company.

2.3 DCW DCW

• 2.3.1 DCW was incorporated on 28th January 1939 under the provisions of the erstwhile Companies Act, 1913. The registered office of DCW is currently situated at Dhrangadhra, Gujarat 363 315.
• 2.3.2 The Authorised, Issued, Subscribed and Paid-up Share Capital of DCW as on the date of this report is as under:

Particulars	Amount in Rs.
Authorised Share Capital
35,00,00,000 Equity Shares of Rs. 2/- each	70,00,00,000
Total	70,00,00,000
Issued, Subscribed and Paid-up Share Capital
29,51,55,017 Equity Shares of Rs. 2/- each, fully paid-up	59,03,10,034
Total	59,03,10,034

2.3.3 The summary of equity shareholding pattern of DCW as on 31st December 2024 is as under:

Sr.	Category of the Shareholder	No. of equity	Shareholding
No.		shares held	(%)
1	Sahu Brothers Private Limited	5,24,59,860	17.77
2	Dhrangadhara Trading Company Private Limited	12,80,500	0.43

	Total	29,51,55,017	100.00
4	Public	16,27,56,333	55.14
	2 above)
	(other than Sr. No. 1 and Sr. No.
3	Promoter and Promoter Group	7,86,58,324	26.66

Source: https://www.bseindia.com

2.3.4 DCW is listed on both the BSE and NSE, operates as a prominent chemicals manufacturer in India. DCW -Alkali, Synthetic Rutile, and PVC segments. Additionally, DCW produces Soda Ash, Sodium Bicarbonate, and Ammonium Bicarbonate. product portfolio includes Caustic Soda, Liquid Chlorine, Hydrochloric Acid, Beneficiated Ilmenite, Trichloroethylene, Yellow Iron Oxide, Ferric Chloride, UTOX, and PVC.

2.4 The rationale and benefits for the Scheme as provided in the Draft Scheme of Amalgamation is reproduced as under:

It is proposed to amalgamate the Transferor Companies into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Companies to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

• a) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Companies into the Transferee Company.
• b) The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce commitment and engagement with the Transferee Company.
• c) unchanged pre and post-amalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.

d) The shareholders of the Transferor Companies shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

3. SOURCES OF INFORMATION

For the purpose of the recommendation of the Share Exchange Ratio, I have relied upon the following information provided by the management of the Companies:

• (a) Audited financial statements of DTCPL as on 21st January 2025;
• (b) Audited financial statements of SBPL as on 22nd January 2025;
• (c) Limited review financial statements of DCW as on 31st December 2024;
• (d) Draft Scheme of Amalgamation (as duly certified by the Management of the Companies);
• (e) Latest available shareholding pattern of the Companies;
• (f) Other relevant details of the Companies such as its history, past and present activities, future plans and prospects, and other relevant information; and
• (g) Such other information and explanations as required and which have been provided by the management of the Companies.

4. BASIS OF RECOMMENDATION

• 4.1. For the purpose of my opinion, I have relied upon the current shareholding of the Companies, the draft Scheme of Amalgamation and other information as provided by the management of the Companies and their respective advisors and authorized representatives.
• 4.2. Based on the review of the information made available and my discussions with the management of the Companies, authorized representatives and advisors of the Companies, some of the important factors considered for recommendation are as under:
• (a) DTCPL holds 12,80,500 equity shares of Rs. 2 each, fully paid-up and SBPL holds 5,24,59,860 equity shares of Rs. 2 each, fully paid-up in the total paid up share capital of the Transferee Company. I have been given to understand that the Transferor Companies does not hold any other significant business assets / surplus assets / investments and/or any other net liabilities, which are getting transferred pursuant to the Scheme, other than the investments held in the Transferee Company. The management / shareholders of the Transferor Companies have given an undertaking that the cash / bank balance in the books of the Transferor Companies immediately prior to the implementation of the Scheme or otherwise will be utilized to meet the costs, fees, charges, expenses (including stamp duty payable, if any) in relation to the Proposed Scheme. Further, in the event that the Transferor Companies are unable to bear any expenses due to lack of sufficient

funds, the shareholders of the Transferor Company 1 or Transferor Company 2 or the Promoter/Promoter Group of the Transferee Company shall bear such expenses. Hence, no value has been attributed to any other assets or liabilities except investments held in DCW. Hence, DCW (except Promoter/Promoter Group of DCW) shall not bear any expenses, pursuant to the Proposed Scheme and remain value neutral to the current shareholders of DCW and shall not be adversely impacted;

• (b) Further, I have been given to understand that the shareholders of the Transferor Companies shall indemnify and hold harmless DCW for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation;
• (c) Further, I have been given to understand that the shareholders of the Transferor Company shall indemnify the Transferee Company for losses, liabilities (including but not limited to tax liabilities), costs, charges, expenses (whether or not resulting from third party claims), including those paid or suffered pursuant to any actions, proceedings, claims and including interests and penalties discharged by the Transferee Company which may devolve on the Transferee Company on account of amalgamation of the Transferor Companies with the Transferee Company but would not have been payable by Transferee Company otherwise, in the form and manner as may be agreed amongst the Transferee Company and the shareholders of the Transferor Companies. For avoidance of any doubts, it is hereby clarified that all the payments to the Transferee Company shall be grossed up to include any and all of the taxes payable with respect to the said payments. Further, the management of the Companies have given an undertaking that the shareholders of the Transferor Companies and investments held by the Transferor Companies in the Transferee Company shall not be changed during the pendency of the Scheme, so as to ensure that there is no extra issuance of shares to the Promoters or other Investors, as a result of the Scheme;
• (d) The equity shares held by the Transferor Companies in DCW will be cancelled and extinguished pursuant to the Scheme becoming effective and equal number of shares of the Transferee Company with same terms and rights attached thereto in the Transferee Company in proportion to their holding in the Transferor Companies shall be issued to the equity shareholders of the Transferor Companies, as a part of the Scheme. Thus, for every fresh issue of shares by DCW as a part of the Scheme, there is corresponding cancellation of an

Page 8 of 14

existing equity share, as held by the Transferor Companies;

• (e) shareholding in the Transferee Company and hence, shall not affect the interest of any of the shareholders of the Transferee Company. Accordingly, valuation approaches as indicated in the format as prescribed under Part I - Para (A)(4) of Annexure II of SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023 have not been undertaken as they are not relevant with respect to the Proposed Scheme;
• (f) Upon the Scheme becoming effective, there is no additional consideration being discharged in the form of equity shares or securities or assuming liabilities of the Transferor Companies by the Transferee Company. The consideration proposed to be discharged shall be in the form of same number of shares held by the Transferor Companies in the Transferee Company. The Scheme does not envisage dilution of the holding of any one or more of the shareholders as a result of operation of the Scheme;
• (g) Post giving effect to the Scheme, 12,80,500 equity shares of Rs. 2 each fully paid-up of the Transferee Company would be held directly by the shareholders of DTCPL in the same proportion of their shareholding (in % terms) in DTCPL and 5,24,59,860 equity shares of Rs. 2 each fully paidup of the Transferee Company would be held directly by the shareholders of SBPL in the same proportion of their shareholding (in % terms) in SBPL. Thereby, the beneficial shareholding would remain unchanged and the interest of the shareholders of DCW will effectively remain unchanged and shareholders interest would not be prejudicially affected .
• 4.3. It is universally recognized that the basis of recommendation is not an exact science and that determining the Share Exchange Ratio necessarily involves selecting an approach that is suitable for the purpose. The application of any particular approach depends upon various factors including nature of its business, overall objective of the Scheme and the purpose of recommendation.

5. SHARE EXCHANGE RATIO

5.1. In the ultimate analysis, recommendation will have to involve the exercise of judicious discretion and judgment taking into account all the relevant factors. There will always be several factors, e.g. present and prospective competition, yield on comparable securities and market sentiments, etc. which are not evident from the face of the balance sheets but which will strongly influence the

worth of a share. This concept is also recognized in judicial decisions. For example, Viscount Simon Bd in Gold Coast Selection Trust Ltd. vs. Humphrey reported in 30 TC 209 (House of Lords) and quoted with approval by the Supreme Court of India in the case reported in 176 ITR 417 as under:

account not only the terms of the agreement but a number of other factors, such as prospective yield, marketability, the general outlook for the type of business of the company which has allotted the shares, the result of a contemporary prospectus offering similar shares for subscription, the capital position of the company, so forth. There may also be an element of value in the fact that the holding of the shares gives control of the company. If the asset is difficult to value, but is nonetheless of a money value, the best valuation possible must be made. Valuation is an art, not an exact science. Mathematical

• 5.2. The fair basis of Share Exchange Ratio under the Scheme would have to be determined after taking into consideration all the factors and approach mentioned hereinabove and considering participant specific view taking into account the nature of the Scheme. It is however important to note that in doing so, I am not attempting to arrive at the absolute value per share of the Companies. Upon the Scheme becoming effective, shares held by DTCPL and SBPL in DCW would be held directly by the shareholders of DTCPL and SBPL, in the same proportion of their shareholding (in % terms) in DTCPL and SBPL, respectively. Thereby, the beneficial shareholding of DCW would remain unchanged and the interest of the shareholders of DCW will effectively remain unchanged and shareholders interest would not be prejudicially affected, as a result of the Scheme. Hence, no relative valuation of DTCPL, SBPL and DCW is required to be undertaken to facilitate the determination of the Share Exchange Ratio.
• 5.3. the Transferee Company and hence, shall not affect the interest of any of the shareholders of the Transferee Company for the reasons enlisted in Para 4 Basis of Recommendation. Accordingly, valuation approaches as indicated in the format as prescribed under Part I - Para (A)(4) of Annexure II of SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023 have not been undertaken as they are not relevant with respect to the proposed Scheme. For the purpose of the current exercise, I have provided following weights to the valuation methodologies based on our basis of recommendation and other various factors relevant to the valuation exercise for recommendation of Equity Share Exchange Ratio:

Page 10 of 14

Particulars	Dhrangadhara		DCW Limited
	Trading Company
	Private Limited
Methods	Value per	Weights	Value per	Weights
	Share		Share
	(INR)		(INR)
Asset Approach	NA	NA	NA	NA
Market Approach	NA	NA	NA	NA
Income Approach	NA	NA	NA	NA
Relative Value per share	NA		NA

NA = Not Adopted / Not Applicable, as provided in Para 4 Basis of Recommendation.

Particulars	Sahu Brothers		DCW Limited
	Private Limited
Methods	Value per	Weights	Value per	Weights
	Share		Share
	(INR)		(INR)
Asset Approach	NA	NA	NA	NA
Market Approach	NA	NA	NA	NA
Income Approach	NA	NA	NA	NA
Relative Value per share	NA		NA

NA = Not Adopted / Not Applicable, as provided in Para 4 Basis of Recommendation.

5.4. In the present facts and circumstances and based on the information and explanation provided to me, I believe that the following Share Exchange Ratio, after giving due consideration to the management representations and the fact that upon Scheme becoming effective, 5,37,40,360 equity shares of Rs. 2/- each, fully paid up of the Transferee Company shall get cancelled and 12,80,500 and 5,24,59,860 number of equity shares will be issued to the equity shareholders of the Transferor Company 1 and Transferor Company 2, respectively, in the manner provided under the Scheme. Thereby the interest of the shareholders in DCW will effectively remain unchanged and shareholders interest would not be prejudicially affected. Further, the Scheme does not envisage dilution of the holding of any one or more of the shareholders as a result of the Scheme becoming effective, the Share Exchange Ratio as suggested by the management of the

Companies, would be fair and reasonable for the shareholders of Transferor Companies and DCW:

12,80,500 fully paid-up equity shares of Rs. 2 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of DTCPL (Transferor Company 1) in proportion of their holding in DTCPL (Transferor Company 1)

-up equity shares of Rs. 2 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the SBPL (Transferor Company 2) in proportion of their holding in SBPL (Transferor Company 2)

6. EXCLUSIONS AND DISCLAIMER

• 6.1. The report is subject to the exclusions and disclaimers detailed hereinafter. As such, the report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein.
• 6.2. I have been informed that, in the event that either of the Companies restructure their share capital by way of share split / consolidation / issue of bonus shares / merger / demerger / reduction of share capital before the Proposed Amalgamation becomes effective, the issue of shares pursuant to the Share Exchange Ratio recommended in this Report shall be adjusted accordingly to take into account the effect of any such corporate actions.
• 6.3. No investigation of the title of assets of the Companies has been made for the purpose of my recommendation and their claim to such rights has been assumed to be valid as represented by the management of the Companies. Therefore, no responsibility is assumed for matters of a legal nature.
• 6.4. The work does not constitute certification of the historical financial statements including the working results of the Companies referred to in this report. Accordingly, I am unable to and do not express an opinion on the fairness or accuracy of any financial information referred to in this report.
• 6.5. This report is issued on the understanding that the Companies have drawn my attention to all material information, which they are aware of concerning the financial position of the Companies and any other matter, which may have an impact on my opinion, including any significant changes that have taken place or are likely to take place in the financial position, subsequent to the report date. I have no responsibility to update this report for events and circumstances occurring after the date of this report.

• 6.6. This Report does not look into the business / commercial reasons behind the proposed transaction or address any potential synergies to the Companies and other parties connected thereto.
• 6.7. In the course of issuing this report, I was provided with both written and verbal information. I have evaluated the information provided to me by the management of the Companies through broad inquiry, analysis and review. I assume no responsibility for any errors in the above information furnished by the management of the Companies and consequential impact on the recommendation of the Share Exchange Ratio. I do not express any opinion or offer any assurance regarding accuracy or completeness of any information made available to me.
• 6.8. The report is not, nor should it be construed as me opining or certifying any compliance with the provisions of any law, whether in India or any other country including companies, taxation and capital market related laws or as regards any legal implications or issues arising from any transaction proposed to be contemplated based on this Report.
• 6.9. Any person/party intending to provide finance/invest in the shares/securities/instrument/businesses of the Companies, shall do so, after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision. It is to be noted that any reproduction, copying or otherwise quoting of this report or any part thereof, can be done only with prior permission in writing.
• 6.10. This document has been prepared solely for the purpose of assisting the Companies, under consideration, for the purpose of recommending the Share Exchange Ratio under the Scheme in accordance to my engagement letter. Further, the fees for this engagement is not contingent upon the recommendation considering the facts and purpose of recommendation.
• 6.11. This report is prepared exclusively for the Board of Directors of the Transferor Companies and the Transferee Company for the purpose of recommending the Share Exchange Ratio for the proposed Scheme and for submission to the regulatory authorities, court, tribunal and such other authorities, regulators, if required under the applicable provisions of the governing law in relation to the aforesaid Scheme of Amalgamation. Further, the fees for this engagement is not contingent upon the recommendation considering the facts and purpose of recommendation.

6.12. The decision to carry out the transaction (including consideration thereof) lies entirely with the management / Board of Directors of the Companies and my work and finding shall not constitute recommendation as to whether or not the

management / the Board of Directors of the respective Companies should carry out the transaction.

• 6.13. By its very nature, my work cannot be regarded as an exact science, the conclusions arrived at in many cases will of necessity be subjective and dependent on the exercise of individual judgement. Given the same set of facts and using the same assumptions / approach, opinions may differ due to application of the facts and assumptions / approach, formulaes used and numerous other factors. There is, therefore, no indisputable single or standard methodology / approach for arriving at my recommendation. Although the conclusions are in my opinion reasonable, it is quite possible that others may not agree.
• 6.14. CA Harsh Chandrakant Ruparelia, nor its employees or agents or any of them, makes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information, based on which the report is issued. All such parties expressly disclaim any and all liability for, or based on or relating to any such information contained in the report. I am not liable to any third party in relation to issue of this report. In no event, I shall be liable for any loss, damage, cost or expense arising in any way from any acts carried out by the Companies referred herein or any person connected thereto.

If you require any clarifications on the above, I would be happy to clarify the same. I am thankful to your team for kind co-operation and support during this assignment.

Thanking you, Yours faithfully,

CA HARSH CHANDRAKANT RUPARELIA

REGISTERED VALUER Securities or Financial Assets IBBI Registration No. IBBI/RV/05/2019/11106 Membership No. ICMAI RVO/S&FA/00054 ICAI Membership No. 160171 Date: 13th February 2025 Place: Mumbai UDIN: 25160171BMIBLA9326

Page 14 of 14

S.JAIN BOHRA & CO.

CHARTERED ACCOUNTANTS

R. C. BOHRA. B. Com., DCWA., F.C.A. M.No.: 9223201440

GAJESH JAIN M.B.A., A.C.A. M.No.: 916708835 607, 6^Th Floor, Shop Zone Building, Above Colors Showroom, M. G. Road, Ghatkopar (W) Mumbai - 400086

To.	10.
The Board of Directors,	The Board of Directors.
Dhrangadhara Trading Company 35	Sahu Brothers Private Limited
Private Limited	3rd Floor, Nirmal, Nariman Point,
Nirmal 3rd Floor.	Mumbai, Maharashtra, India, 400021
241-Backbay Reclamation,

Nariman Point, Mumbai, Maharashtra, India, 400021

Certification of details/ documents for onward submission to BSE Limited and National Stock Exchange of India Limited in relation to the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW" or "Company") under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme")

• 1. We S.Jain Bohra & Co., Chartered Accountants, have been requested by DTCPL and SBPL ("Companies") having its registered office at the above-mentioned address, to certify the details and documents to be filed by the Transferee Company to BSE Limited (the designated stock exchange of the Company) and National Stock Exchange of India Limited, in response to the requirement of SEBI/HO/CFD/POD-2/P/CIR/2023/93 date June 20, 2023 ("SEBI Equity Master Circular") for the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW") under Sections 230 to 232 read with section 66 of the Companies Act, 2013. ("Act") ("Scheme").
• 1. We have been provided with relevant documents in relation to the Scheme and after detailed examination and extensive discussion with the Company, We hereby certify the Share Capital built-up of DTCPL and SBPL (Refer Appendix 1)

of Date. Issue	of No. shares issued	ssue Price (Rs.)	Type of Issue (Preferential Issue: Scheme/ Bonus/ Rights, etc.)	Cumulative capital (No. of shares)
EQUITY Opening balance as on 01/04.2013	500		Opening balance as on 10001/04.2013	500
01.07.2024	18	2109180	RIGHTS ISSUE	518
PREFERENCE SHARES Opening balance as on 01/04.2013	9000	100	Opening balance as on 01/04 2013	9000
08.07.2024 (REDEMPTION)	$-9000$	109180	REDEMPTION	NIL

Date of ,,,,, Issue	öf No. shares issued	Issue Price (Rs.)	Type $\alpha$ ssue Preferential Issue/ Bonus/ Scheme Rights, etc.)	Cumulative capital (No. of shares)
Opening Balance as on 01/04/2013	973080	$100/-$	Opening Balance as on 01/04/2013	973080 Com-
11/12/2024	1479	$5071-$	Right Issue	974559

To. The Board of Directors, Dhrangadhra, Gujarat, India - 363315

Certification of details/ documents for onward submission to BSE Limited and National Stock Exchange of India Limited in relation to the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW" or "Company") under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme")

CO.

(H

N

• 1. We DMKH & Co, Chartered Accountants, have been requested by DCW Limited ("Company") having its registered office at the above-mentioned address, to certify the details and documents to be filed by the Company to BSE Limited (the designated stock exchange of the Company) and National Stock Exchange of India Limited, in response to the requirement of SEBI/HO/CFD/POD-2/P/CIR/2023/93 date June 20, 2023 ("SEBI Equity Master Circular") for the proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW") under Sections 230 to 232 read with section 66 of the Companies Act, 2013. ("Act") ("Scheme").
• 1. I have been provided with relevant documents in relation to the Scheme and after detailed examination and extensive discussion with the Company, I hereby certify the Share Capital built-up of DCW Limited
• 1. This certificate is issued at the request of the Company in relation to the proposed Scheme under Section 230 to 232 read with Section 66 of the Companies Act, 2013, relevant rules thereunder and SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and this certificate should not be used for any other purpose or distributed or given to any other person or entity without our prior consent.

For DMKH & Co. Chartered Accountants Firm Registration No.: 116886W

W. SALA

Anant Nyatee Partner Membership No.: 447848 UDIN: 25447848BMNWEU3345 Place: Mumbai Date: February 27, 2025

803-804, Ashok Heights, NICCO Circle, Near Bhuta School, Old Nagardas Lane, Gundavali, Andheri (East), Mumbai - 400 069. Tel: 022-26824800 / 4900 | Email: contact@dmkhca.in | www.dmkhca.in Head Office.: Mumbai, Branch Office.: Pune | Ahmedahad | Gandhinagar | Sural | Vadodara | Ballari | Delhi | Udaipur

Date of Issue	No. of shares issued	Issue Price (Rs.)	Type of (Preferential Issue Scheme/ Issue/ Bonus/ Rights, etc.)	Cumulative capital (No. of shares)
12/09/2014	37,03,704	Rs.27/- each	Preferential issue of convertible warrants to promoters and allotment of equity shares on conversion of warrants.	21,34,94,657
23/11/2015	61,86,750		Rs. 23/- each Preferential issue to promoters	21,96,81,407
04/05/2017	6,53,000	Rs.23/- each	Preferential issue of convertible warrants to promoters and allotment of equity shares on conversion of warrants.	22,03,34,407
22/05/2017	6,53,000	Rs.23/- each	Preferential issue of convertible warrants to promoters and allotment of equity shares on conversion of warrants.	22,09,87,407
16/10/2019	33,004,082	Rs. 18/- each	Preferential issue to Promoters, Business associates and investors	25,39,91,489
11/12/2019	70,38,882	Rs. 18/- each	Preferential allotment of equity shares upon conversion of Warrants to promoters, Business associates and investors.	261,030,371
22/06/2022	16,666,666		Rs. 18/- each Conversion of Optionally Convertible Debentures to Equity	2,77,697,037
19/08/2022	16,66,666		Rs. 18/- each Conversion of Optionally Convertible Debentures to Equity	2,79,363,703
02/09/2022	1,57,91,314		Rs. 19/- each Conversion of Warrants	2,95,155,017

To.

The General Manager,

Department of Corporate Services,

BSE Limited,

P.J. Towers, Dalal Street,

Mumbai - 400 001

Dear Sir/ Madam,

Sub: Confirmation under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW" or " Company") and their respective shareholders under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme")

The Company hereby confirms that the valuation done in the Scheme is in accordance with applicable valuation standards.

Yours faithfully,

For DCW Limited

Curar Dilip Darji

Sr. General Manager (Legal) & Company Secretary

Membership No.: ACS-22527

Date: March 3, 2025

Place: Mumbai

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL : 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwltd.com. Website: www.dcwltd.com. CIN-L24110GJ1939PLC000748

To,

The General Manager,

Department of Corporate Services,

BSE Limited,

P.J. Towers, Dalal Street,

Mumbai - 400001

Sub: Confirmation under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW" or " Company") and their respective shareholders under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme")

Dear Sir/Madam,

The Company hereby confirms that the Scheme is in compliance with the applicable securities laws.

Yours faithfully, W For DCW-Limited

Dilip Darji Sr. General Manager (Legal) & Company Secretary

Membership No: ACS-22527

Place: Mumbai

$000(1)$

Date: March 3, 2025

DCW LIMITED

HEAD OFFICE: "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL · 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

To,

The General Manager,

Department of Corporate Services,

BSE Limited,

P.J. Towers, Dalal Street,

Mumbai - 400 001

Sub: Confirmation under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") proposed Scheme of Amalgamation between Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL") and DCW Limited ("Transferee Company" or "DCW" or "Company") and their respective shareholders under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Scheme")

Dear Sir/ Madam,

The Company hereby confirms that the arrangement proposed in the Scheme is yet to be executed.

Yours faithfully,

For DCW Limited LLOCADI

Dilip Darji

Sr. General Manager (Legal) & Company Secretary

Membership No: ACS-22527

Place: Mumbai

Date: March 3, 2025

DCW LIMITED

HEAD OFFICE "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021 TEL: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dcwitd.com, Website: www.dcwitd.com, CIN-L24110GJ1939PLC006748