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Dhanlaxmi Cotex Ltd. Board/Management Information 2024

Jun 10, 2024

64218_rns_2024-06-10_d7b2cf59-7ead-40d9-980a-2ca7b007c41e.pdf

Board/Management Information

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285, PRINCESS STREET, JHAVAR HOUSE, 2ND FLOOR, MUMBAI - 400 002. • PHONE : 022-4976 4268 E-mail : [email protected]/ [email protected] Website : www.dcl.net.in CIN : L51100MH1987PLC042280

Date: June 10, 2024

To, The Bombay Stock Exchange Ltd Corporate Relationship Dept, 1 st Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Ref: BSE Scrip Code: 512485 Sub: Outcome of Board Meetin�

Dear Madam/ Sir,

In terms of Regulation 30 & 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, this is to inform that the Meeting of the Board of Directors of M/s. Dhanlaxmi Cotex Limited was held today on 10th June, 2024, Monday at the registered office of the Company at 285, C.J. House, 2 nd Floor, Princess Street, Mumbai - 400002 at 12.30 p.m. and concluded at 03.15 p.m. The Board has interalia, considered, approved and taken on record as follows:

  1. Appointment of Mr. Mahesh S. Jhawar (DIN: 00002908) as a Managing Director of the Company in terms of Section 203 of the Companies Act, 2013, whose ceases to be the Whole Time Director of the Company w.e.f. 16 th June, 2024 upon completion of his term.

  2. Appointment of Mrs. Rajni Rajgarhia (DIN: 00975471) as an Additional Director (Non­ Executive Non- Independent) of the Company.

  3. Appointment of M/s. DAC & Co., Chartered Accountants as a Statutory Auditors of the Company for the period of 5 years to fill casual vacancy cause due to resignation of M/s. Gohel & Associates LLP.

  4. Re-appointment of Ms. Niyati Shah (DIN: 02171577) as a Non-Executive-Independent Director for a second term of five years, i.e., from 09.08.2024 to 08.08.2029.

  5. Re-classification of the Promoter and Promoter Group to Public Category as per Regulation 31A of SEBI (LODR) Regulations, 2015, subject to necessary approvals.

  6. Calling of Postal Ballot of the Company for seeking members' approval.

  7. Approved calendar of events in connection with Postal Ballot.

  8. Appointment of Mr. Pankaj Trivedi (A15301) as Scrutinizer for monitoring E-voting process for proposed Postal Ballot in fair and transparent manner and authorisation to Mr. Mahesh Jhawar / Arti Jain, Director /KMP to be responsible for the entire poll process.

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285, PRINCESS STREET, JHAVAR HOUSE, 2ND FLOOR, MUMBAI - 400 002. • PHONE: 022-4976 4268 E-mail : [email protected]/ [email protected] Website : www.dcl.net.in CIN : L51100MH1987PLC042280

We request you to kindly take the above information on record for the purpose of dissemination to the Shareholders of the Company.

Thanking You. Yours Faithfully, For Dhanlaxmi Cotex Limited MAHESH Digitally signed by MAHESH SOHANLAL SOHANLAL JHAWAR Date: 2024.06.10 JHAWAR 15:19:14 +05'30' Mahesh S. Jhawar (Whole Time Director) DIN:00002908 Place: Mumbai

Encl:

  1. Brief Profile of Mr. Mahesh S. Jhawar (DIN: 00002908) as a Managing Director

  2. Brief profile of Mrs. Rajni Rajgarhia (DIN: 0097 54 71) as an Additional Director (Non-Executive Nonindependent).

  3. Brief profie of M/s. DAC & Co., Chartered Accountants as a Statutory Auditors.

  4. Brief Profile of Ms. Niyati Shah (DIN: 02171577) as a Non-Executive-Independent Director.

  5. Calendar of Events for postal ballot

II SHREE II

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CIN : L51100MH1987PLC042280 Website : www.dcl.net.in E-mail : [email protected]/ [email protected] 2ND FLOOR, MUMBAI - 400 002. • PHONE : 022-4976 4268 285, PRINCESS STREET, JHAVAR HOUSE

~~f~~ >ate. Jane 10, 2024

To,

The Bombay Stock Exchange Ltd

Corporate Relationship Dept, 1 [st ] Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Scrip 512485 Code:

Sub: Brief profile of Mr. Mahesh S. Jhawar (DIN: 00002908) as a Managing Director of the Company in terms of Circular CIR/CFD/CMD/4/2015 dated September 9, 2015

Dear Sir /Madam,

Please be informed that the Board of Directors have appointed Mr. Mahesh S. Jhawar (DIN: 00002908) as a Managing Director pursuant to Section 196, 197 and 203 of the Companies Act, 2013. Please find enclosed Brief profile of Mr. Mahesh S. Jhawar, in terms of Circular CIR/CFD/CMD/4/2015 dated September 9, 2015:

Sr.
No.
1
Particulars
Reason fr Change
Details
Appointment of Mr. Mahesh Sohanlal Jhawar (DIN: 00002908)
as a Managing Director of the Company w.e.f. 16tJune, 2024
pursuant to Section 196, 197, 203 readwith Schedule V of the
Companies Act, 2013 and other applicable provisions of listing
regulations and other applicable provisions.
2 Date of Appointment

16.06.2024
3
Brief Profle
Mr. Mahesh S. Jhawar is Commerce Graduate having 30 years'
experience in Textile Business & Finance and Capital Market
Business/activities backed by astute and dynamic leadership
Business administration skills. He iscarries skills for.Mr.
Mahesh S. Jhawar is the main promoter of the Company and a
navigator of the Company. Mr. Jhawar is one of the Senior Most
Person of the Company and has been in the service of the
Company for the last over 30 years holdinga very senior
position and hasrich experience about theafairsof the
Companv.
4 Disclosure
of
relationships
between Directors (in case of
aooointment of a Director)

Mr. Mahesh Jhawar is the Promoter of the Company and the
fther of Mr. Rahul Mahesh Jhawar and Paya) Bankda. He is also
the spouse of Mrs. Rajni Rajgarhia.

Thanking You. Yours Faithfully,

For Dhanlaxmi Cotex Limited MAHESH Digitally signed by MAHESH SOHANLAL SOHANLAL JHAWAR Date: 2024.06.10 Mahesh S. Jhawar JHAWAR 15:19:39 +05'30' (Whole Time Director) DIN: 00002908 Place: Mumbai

II SHREE II

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285, PRINCESS ST REET, JHAVAR HOUSE, 2ND FLOOR, MUMBAI - 400 002. • PHONE: 022-4976 4268 E-mail : [email protected]/ [email protected] Website : www.dcl.net.in CIN : L51100MH1987PLC042280

Date: June 10, 2024

To,

The Bombay Stock Exchange Ltd Corporate Relationship Dept, 1[st ] Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Scrip 512485 Code:

Brief profile of Mrs. Rajni Rajgarhia (DIN: 00975471) as an Additional Director (Non­ Sub: Executive Non- Independent) in terms of Circular CIR/CFD/CMD/4/2015 dated September 9, 2015

Dear Sir /Madam,

Please be informed that the Board of Directors have appointed Mrs. Rajni Rajgarhia (DIN: 00975471) as an Additional Director (Non-Executive Non- Independent) pursuant to Section 150, 152, 161 and 188 of the Companies Act, 2013. Please find enclosed Brief profile of Mrs. Rajni Rajgarhia, in terms of Circular CIR/CFD/CMD/4/2015 dated September 9, 2015:

Sr.
No.
1
Particulars
Reason fr Change
Details
Appointmentof Mrs.RajniRajgarhiaasanAdditional
Director (Non-Executive Non- Independent) of the Company
pursuant to Section 150, 152, 161 and 188 of the Companies
Act,2013andotherapplicableprovisionsoflisting
regulations and other applicable provisions.
2 Date of Appointment

10.06.2024
3 Brief Profle Mrs. Rajni Rajgarhia (DIN: 00975471) is Commerce Graduate
graduation. Mrs. Rajni Rajgarhia carries more than 15 years
of experience in the feld of a PRO and administration.
4 Disclosure
of
relationships
betweendirectors(in
annointment of a director)
case of

Mrs. Rajni Rajgarhia is spouse of the Mr. Mahesh Sohanlal
Jhawar and a step mother of Mr. Rahul Mahesh Jhawar and
Paya! Bankda.

Thanking You. Yours Faithfully,

For Dhanlaxmi Cotex Limited

MAHESH Digitally signed by MAHESH SOHANLAL SOHANLA JHAWAR Date: 2024.06.10 L JHAWAR 15:19:57 +05'30'

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Mahesh S. Jhawar (Whole Time Director) DIN: 00002908 Place: Mumbai

II SHREE II

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285, PRINCESS STREET, JHAVAR HOUSE, 2ND FLOOR, MUMBAI - 400 002. • PHONE : 022-4976 4268 E-mail : [email protected]/ [email protected] Website: www.dcl.net.in CIN : L51100MH1987PLC042280

Date: June 10, 2024

To,

The Bombay Stock Exchange Ltd

Corporate Relationship Dept, 1[st ] Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Scrip 512485

Code:

Sub: Brief profile of M/s. DAC & Co., Chartered Accountants, (FRN-137035W) Surat, as a Statutory Auditors in terms of Circular CIR/CFD/CMD/4/2015 dated September 9, 2015.

Dear Sir /Madam,

Please be informed that the Board of Directors have appointed M/s. DAC & Co., Chartered Accountants, (FRN-137035W), as Statutory Auditors of the Company for the period of 5 years pursuant to Section 139 and 142 of the Companies Act, 2013. Please find enclosed Brief profile of M/s. DAC & Co, in terms of Circular CIR/CFD/CMD/4/2015 dated September 9, 2015:

Sr.
**No. **
Particulars
Details
1 Reason fr Change Appointment of M/s. DAC&Co (FRN: 137035W), as Statutory
Auditors of the Company fr the period of 5 years
2 Date of APPOintment

10.06.2024
3
Brief Profle
M/s. DAC&Co. (FRN:137035W), is a PracticingChartered
Accountant frm based out at Surat. The frm is Multi-Disciplinary
frm which has been in existence for more than 10 years with 6
partners lead by Mr. Prateek Choudhary, The frm provides
services like of Internal/ Concurrent Audits, Statutory Audits, Tax
consultancy, Credit Audits, Due Diligence and Stock Audits for
Various Banks etc. M/s. DAC&Co. holds valid peer review
certificate (PR Cert No. 014160) as on date of their appointment.
The Firm is well equipped with a highly skilled, well trained&
strongly motivated team to deliver quality services to the clients.
(Detailed profle is enclosed).
4
Disclosureofrelationships
between directors (in case of
appointment of an Auditor)


None

Thanking You. Yours Faithfully,

For Dhanlaxmi Cotex Limited

MAHESH Digitally signed by MAHESH SOHANLAL SOHANLAL JHAWAR JHAWAR Date: 2024.06.10 15:20:15 +05'30' Mahesh S. Jhawar (Whole Time Director) DIN: 00002908 Place: Mumbai

==> picture [72 x 70] intentionally omitted <==

II SHREE II

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285, PRINCESS STREET, JHAVAR HOUSE, 2ND FLOOR, MUMBAI - 400 002. • PHONE: 022-4976 4268 E-mail : [email protected]/ [email protected] Website : www.dcl.net.in CIN : L51100MH1987PLC042280

Date: June 10, 2024

To,

The Bombay Stock Exchange Ltd

Corporate Relationship Dept, l[5t ] Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Scrip 512485

Code:

Sub: Brief profile of Ms. Niyati Shah (DIN: 02171577) as a Non-Executive-Independent Director, Mumbai, in terms of Circular CIR/CFD/CMD/4/2015 dated September 9, 2015

Dear Sir /Madam,

Please be informed that the Board of Directors have re-appointed Ms. Niyati Shah (DIN: 02171577) as a Non-Executive-Independent Director pursuant to Section 149, 150 and 152 of the Companies Act, 2013. Please find enclosed Brief profile of Ms. Niyati Shah, in terms of Circular CJR/CFD/CMD/4/2015 dated September 9, 2015:

Sr.
No.
Particulars Details
1 Reason for Change Re-appointed Ms. Niyati Shah as an Independent Director of
the Company for 2ndterm of 5 years pursuant to Section 149,
150 and 152 of the Companies Act, 2013.
2 Date of Aooointment

08.08.2024
3 Brief Profle Mrs. Niyati Ketan Shah (DIN: 02171577) is a Commerce
graduate from HL College of Commerce, Ahmedabad. She
carries vide experience in the feld Purchase and Marketing
backed the dynamic qualities in Business administration.
4 Disclosure
of
relationships
betweenDirectors(incase
appointment of a Director)
of
None.

Thanking You. Yours Faithfully,

For Dhanlaxmi Cotex Limited

MAHESH Digitally signed by MAHESH SOHANLA SOHANLAL JHAWAR L JHAWAR Date: 2024.06.10 15:20:36 +05'30' Mahesh S. Jhawar (Whole Time Director) DIN: 00002908 Place: Mumbai

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II SHREE II

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285, PRINCESS STREET, JHAVAR HOUSE, 2ND FLOOR, MUMBAI - 400 002. • PHONE : 022-4976 4268 E-mail : [email protected]/ [email protected] Website : www.dcl.net.in CIN : L511 00M H 1987PLC042280

Date: Jone to, 2024

To,

The Bombay Stock Exchange Ltd

Corporate Relationship Dept, 1 st Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Scrip 512485 Code:

BSE Scrip Code: 512485 Sub: Calendar of Events for Postal Ballot

With reference to the above captioned subject, we hereby submit the calendar of events for Postal Ballot. The calendar of events is as under:

Sr.
No.
1.
2.
3.
4.
5
6.
7.
8.
9.
10.
11.
12.
Particulars
Date on which consent given by the scrutinizer to act as scrutinizer
Date of Board resolution authorizing one of the functional directors
to be responsible for the entire poll process.
Date of aooointment of scrutinizer
Benpose Date for sending Notice to shareholders
Last date of completion of dispatch of Notice of Postal Ballot
Last date for Newspaper publication for details of E-Voting and
notice dispatch
Date of Commencement of Voting by Electronic Mode / Postal Ballot
Forms
Last date for receiving postal ballot forms by the Scrutinizer / Last
date of e-voting
Date on which Resolutions will be deemed to be passed.
Date of submission of the Report by the Scrutinizer
Date of declaration of the result by the Chairman
Last date of signing of Minutes by the Chairman
Date
Monday, 10.06.2024
Monday, 10.06.2024
Monday, 10.06.2024
Friday, 07.06.2024
On or before 12.06.2024
On or before 13.06.2024
Friday, 14.06.2024
Saturday, 13.07.2024
Saturday, 13.07.2024
On or before 15.07.2024
On or before 15.07.2024
On or before 15.07.2024

We request you to kindly take the same on record.

Thanking You. Yours Faithfully,

For Dhanlaxmi Cotex Limited

MAHESH Digitally signed by MAHESH SOHANLAL SOHANLAL JHAWAR Date: 2024.06.10 JHAWAR 15:20:56 +05'30'

==> picture [73 x 72] intentionally omitted <==

Mahesh S. Jhawar (Whole Time Director) DIN: 00002908 Place: Mumbai

II SHREE II

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285, PRINCESS ST REET, JHAVAR HOUSE, 2ND FLOOR, MUMBAI - 400 002. • PHONE : 022·4976 4268 E-mail : [email protected]/ [email protected] Website : www.dcl.net.in Cl N : LS 11 00M H 1987PLC042280

Date: June 10, 2024

To,

The Bombay Stock Exchange Ltd

Corporate Relationship Dept, 1[s][t ] Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Ref: BSE Scrip Code: 512485 Sub: Sub: Intimation pursuant to Re1lation 31A of SEBI (Listin& Oblieations and isclosure Re ~~q~~ uirements) Reeulatons. 2015 and ~~a~~ m ~~e~~ ndm ~~e~~ nts there ~~o~~ f ~~- Ree~~

Dear Madam/ Sir,

This is to inform that the Board of Directors at its meeting held on today 10[th ] June, 2024, has considered and approved the request letters received from the following Persons belonging to Promoter Group, for reclassifying them from 'Promoter Group' to 'Public Category' shareholder.

Sr.
No.
Name of Persons/PAC No. of Shares Percentage
1. Ramautar SohanlalJhawar Nil Nil
2. KamlaRamautar Jhawar Nil Nil
3. Ramautar SohanlalJhawarHUF Nil Nil
4.
5.
Vinit Ramautar Jhawar
SohanlalJhawar HUF
Nil
Nil
Nil
Nil
6. Dhanlaxmi Export Fabric LLP Nil **Nil **
7.
Jasoda Tracon LLP
Nil Nil

The approval of the Board of Directors towards reclassification is subject to the approval of the member of Company and other regulatory authorities, if any, in terms of Regulation 31A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and amendments thereof.

We herewith enclose the certified extract of the minutes/ Resolution of the Board meeting held on June 10, 2024 for your kind perusal pursuant to Regulation 31A(8)(b) Regulation 31A of SEBI (LODR) Regulations, 2015 as amended.

We request you to kindly take the same on record.

Thanking You. Yours Faithfully,

For Dhanlaxmi Cotex Limited

MAHESH Digitally signed by MAHESH SOHANLAL SOHANLAL JHAWAR Date: 2024.06.10 JHAWAR 15:21:14 +05'30' Mahesh S. Jhawar (Whole Time Director) DIN: 00002908 Place: Mumbai

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II SHREE II

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285, PRINCESS STREET, JHAVAR HOUSE,

2ND FLOOR, MUMBAI· 400 002. • PHONE: 022-4976 4268 E-mail : [email protected]/ [email protected] Website : www.dcl.net.in

CIN : L51100MH1987PLC042280

EXTRACT OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DHANLAXMI COTEX LIMITED HELD ON 10™ JUNE, 2024, MONDAY AT ITS REGISTERED OFFICE OF THE COMPANY AT 285, C.J. HOUSE, 2ND FLOOR, PRINCESS STREET, MUMBAI - 400002 AT 12.30 P.M. AND CONCLUDED AT 03.15 P.M.

TO CONSIDER AND APPROVE THE REQUESTS RECEIVED FROM PERSON FALLING UNDER PROMOTER GROUP FOR RE-CLASSIFICATION FROM PROMOTER GROUP CATEGORYTOPUBLICCATEGORY.

The Board was informed that Person Falling Under Promoter Group had vide their letters dated 3 [rd ][J] une, 2024 requested the Company for re-classifying them from "Promoter Group Category" to "Public Category. The said requests were placed before the Board for their approval.

The persons falling under Promoter Group requesting reclassification, has specifically mentioned in the application that they are satisfying all the conditions specified in sub-clause (i) to (vii) of clause (b) of sub-regulation (3) of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and also confirmed that at all times from the date of reclassification, they shall continue to comply with conditions mentioned in Regulation 31A of SEBI (LODR) Regulations, 2015 (as amended) post reclassification from "Promoter Group" to "Public".

In view of the provisions of Regulation 31A of SEBI (LODR) Regulations, 2015 as amended and on satisfaction of the conditions (i) to (vii) specified in clause (b) of sub-regulation (3) and compliance of sub-regulation ( 4) of Regulation 31A of SEBI (LODR) Regulations, 2015, the members of the Board are of the view that applications for reclassification from Promoter Group Category to Public Category be accepted and placed before the approval of Shareholders in proposed postal ballot and subject to necessary clearance and approval from the BSE as and when required.

Members of the Board then passed the following resolutions unanimously.

"RESOLVED THAT pursuant to the provisions of Regulation 31A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), as amended from time to time and subject to approval of the Shareholders and from the BSE Limited, (herein after referred to as stock exchanges), and such other Statutory Authorities as may be required and pursuant to other laws and regulations, as may be applicable from time to time (including any statutory modifications or re-enactments thereof for the time being in force), the approval of the Board of Directors be and is hereby accorded to reclassify the following persons named in table below from "Promoter/ Promoter Group/ PACs" Shareholder Category to "Public" Shareholder Category:

II SHREE II

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285, PRINCESS STREET, JHAVAR HOUSE, 2ND FLOOR, MUMBAI· 400 002. • PHONE: 022-4976 4268 E-mail : [email protected]/ [email protected] Website : www.dcl.net.in

CIN · L51100MH1987PLC042280

-
.1.
No.
--
--
-
.
l"dl t UI .·1n;u1:7
---
l"U, UI �Dafc3
held in Company
.·ec
,T ·c UI
holdine in Company
1. Ramautar Sohanlal Jhawar Nil Nil
2. Kamla Ramautar Jhawar Nil Nil
3. Ramautar Sohanlal Jhawar HUF Nil Nil
4. Vinit Ramautar Jhawar Nil Nil
5. SohanlalJhawar HUF Nil Nil
6. Dhanlaxmi Export Fabric LLP Nil Nil
7. Jasoda Tracon LLP Nil Nil

"RESOLVED FURTHER THAT approval be and is hereby given to the Company to seek shareholders' approval through postal ballot in relation to the re-classification in accordance with Regulation 31A (3)(a)(ii) of the Listing Regulations and the Company is hereby authorized to take all necessary steps in this regard."

"RESOLVED FURTHER THAT the above applicants confirmed that all the conditions specified in sub clause (i) to (vii) of clause (b) of sub-regulation (3) of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been complied with and also confirmed that at all times from the date of such reclassification, shall continue to comply with conditions mentioned Regulation 31A of SEBI (LODR) Regulations, 2015 post reclassification from "Promoter & Promoter Group" to "Public" Category."

"RESOLVED FURTHER THAT on approval of the Stock Exchange upon application for reclassification of the aforementioned applicants, the Company shall effect such reclassification / changes in the statement of Shareholding Pattern on immediate succeeding quarter under Regulation 31 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and compliance to Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and other applicable provisions."

"RESOLVED FURTHER THAT Mr. Mahesh Sohanlal Jhawar, Managing Director and his absence any other Director and Mrs. Arti Jain, Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized on behalf of the Company to do, all such acts, deeds, matters and things as they may at their discretion deem necessary or expedient for such purpose, and make all necessary filings including but not limited to making applications to the Stock Exchanges to seek their approval for the re-classification in accordance with Listing Regulations and other applicable laws, if any, and to execute all such deeds, documents or writings as are necessary or expedient, to settle any questions, difficulties or doubt that may arise in this behalf.

For Dhanlaxmi Cotex Limited

� � �­/ MAHESH SOHANLAL Digitally signed by MAHESH SOHANLAL JHAWAR �- ( Date: 2024.06.10 Mahesh S. Jhawar JHAWAR 15:21:35 +05'30' (Whole Time Director) DIN: 00002908 Place: Mumbai Date: 10.06.2024

II SHREE II

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285, PRINCESS STREET, JHAVAR HOUSE,

2ND FLOOR, MUMBAI - 400 002. • PHONE : 022-4976 4268 E-mail : [email protected] / [email protected] Website : www.dcl.net.in

CIN : L51100MH1987PLC042280

~~C~~ ER'IIFIED IR0E COPY OF IHE BOARD RESOLUTION PASSED BY BOARD OF DIRECTORS OF DHANLAXMI COTEX LIMITED AT THEIR MEETING HELD ON 10™ JUNE, 2024, MONDAY AT ITS REGISTERED OFFICE OF THE COMPANY AT 285, C.J. HOUSE, 2ND FLOOR, PRINCESS STREET, MUMBAI - 400002 AT 12.30 P.M. AND CONCLUDED AT 03.15 P.M.

TO CONSIDER AND APPROVE THE REQUESTS RECEIVED FROM PERSON FALLING UNDER PROMOTER GROUP FOR RE-CLASSIFICATION FROM PROMOTER GROUP CATEGORYTOPUBLICCATEGORY.

TO CONSIDER AND APPROVE THE REQUESTS RECEIVED FROM PERSON FALLING UNDER PROMOTER GROUP FOR RE-CLASSIFICATION FROM PROMOTER GROUP CATEGORYTOPUBLICCATEGORY.

The Board was informed that Person Falling Under Promoter Group had vide their letters dated 3 [r][d ][J] une, 2024 requested the Company for re-classifying them from "Promoter Group Category" to "Public Category. The said requests were placed before the Board for their approval.

The persons falling under Promoter Group requesting reclassification, has specifically mentioned in the application that they are satisfying all the conditions specified in sub-clause (i) to (vii) of clause (b) of sub-regulation (3) of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and also confirmed that at all times from the date of reclassification, they shall continue to comply with conditions mentioned in Regulation 31A of SEBI (LODR) Regulations, 2015 (as amended) post reclassification from "Promoter Group" to "Public".

In view of the provisions of Regulation 31A of SEBI (LODR) Regulations, 2015 as amended and on satisfaction of the conditions (i) to (vii) specified in clause (b) of sub-regulation (3) and compliance of sub-regulation ( 4) of Regulation 31A of SEBI (LODR) Regulations, 2015, the members of the Board are of the view that applications for reclassification from Promoter Group Category to Public Category be accepted and placed before the approval of Shareholders in proposed postal ballot and subject to necessary clearance and approval from the BSE as and when required.

Members of the Board then passed the following resolutions unanimously.

"RESOLVED THAT pursuant to the provisions of Regulation 31A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), as amended from time to time and subject to approval of the Shareholders and from the BSE Limited, (herein after referred to as stock exchanges), and such other Statutory Authorities as may be required and pursuant to other laws and regulations, as may be applicable from time to time (including any statutory modifications or re-enactments thereof for the time being in force), the approval of the Board of Directors be and is hereby accorded to reclassify the following persons named in table below from "Promoter/ Promoter Group/ PACs" Shareholder Category to "Public" Shareholder Category:

II SHREE II

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285, PRINCESS STREET, JHAVAR HOUSE 2ND FLOOR, MUMBAI - 400 002. • PHONE : 022-4976 4268 E-mail : [email protected]/ [email protected] Website : www.dcl.net.in CIN : L51100MH1987PLC042280

Sr.
Name of Persons/PACs
No.
No. of Shares
held in Companv
Percentage of
holdinl in Company
1.
Ramautar Sohanlal Jhawar
Nil
Nil
2.
KamlaRamautarJhawar
Nil Nil

3.
Ramautar Sohanlal Jhawar HUF
Nil Nil

4.
Vinit Ramautar Jhawar
Nil Nil
5.
SohanlalJhawar HUF
Nil Nil
6.
Dhanlaxmi Export Fabric LLP
Nil Nil
7.
Jasoda Tracon LLP
Nil Nil

"RESOLVED FURTHER THAT approval be and is hereby given to the Company to seek shareholders' approval through postal ballot in relation to the re-classification in accordance with Regulation 31A (3)(a)(ii) of the Listing Regulations and the Company is hereby authorized to take all necessary steps in this regard."

"RESOLVED FURTHER THAT the above applicants confirmed that all the conditions specified in sub clause (i) to (vii) of clause (b) of sub-regulation (3) of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been complied with and also confirmed that at all times from the date of such reclassification, shall continue to comply with conditions mentioned Regulation 31A of SEBI (LODR) Regulations, 2015 post reclassification from "Promoter & Promoter Group" to "Public" Category."

"RESOLVED FURTHER THAT on approval of the Stock Exchange upon application for reclassification of the aforementioned applicants, the Company shall effect such reclassification / changes in the statement of Shareholding Pattern on immediate succeeding quarter under Regulation 31 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and compliance to Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and other applicable provisions."

"RESOLVED FURTHER THAT Mr. Mahesh Sohanlal Jhawar, Managing Director and his absence any other Director and Mrs. Arti Jain, Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized on behalf of the Company to do, all such acts, deeds, matters and things as they may at their discretion deem necessary or expedient for such purpose, and make all necessary filings including but not limited to making applications to the Stock Exchanges to seek their approval for the re-classification in accordance with Listing Regulations and other applicable laws, if any, and to execute all such deeds, documents or writings as are necessary or expedient, to settle any questions, difficulties or doubt that may arise in this behalf.

For Dhanlaxmi Cotex Limited

MAHESH Digitally signed by MAHESH Mah� ----6\"� S. SOHANLAL SOHANLAL JHAWAR Date: 2024.06.10 Jhalvar JHAWAR 15:21:53 +05'30' (Whole Time Director) DIN:00002908 Place: Mumbai Date: 10.06.2024