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DIRECTORS' REPORT

Decorous Investment & Trading Co. Ltd.

GO
Market Cap. ( ₹ in Cr. ) 3.74 P/BV 0.95 Book Value ( ₹ ) 11.40
52 Week High/Low ( ₹ ) 17/9 FV/ML 10/1 P/E(X) 35.69
Book Closure 28/09/2024 EPS ( ₹ ) 0.30 Div Yield (%) 0.00
Year End :2026-03 

Your Directors have pleasure to present here with the 43rd Annual Report for year ended 31.03.2026.
FINANCIAL RESULTS (in 000 )

Particulars

For the Year ended
31.03.2026

For the Year ended
31.03.2025

Revenue from Operations

3709.37

3385.16

Other Income / Receipts

2279.49

2202.45

Total Income

5988.86

5587.61

Total Expenditure

4526.96

4778.12

Exceptional Items

0.00

0.00

Profit/ (Loss) before Tax

1461.89

809.49

Provision for Tax

410.72

211.00

Net Profit / (Loss)

1051.18

598.49

FINANCIAL HIGHLIGHTS

During the financial year 2025-2026, your company was carrying out the business activities
relating to real estate, commission, agents, brokers, gems & jewellery, consultancy, trading/ service
providers, etc., as per the Objects as contained in MOA.

Company has received the total revenue of Rs. 59,88,860.00. NetProfitafter taxes of the year under
consideration is Rs. 10,51,180.00 Your Company hopes to increase its presence in business in
coming years, which may increase the Topline and also its profitability.

TRANSFER TO RESERVES

Surplus of Rs. 10,51,180.00 has been transferred to the Reserves & Surplus account.
LIQUIDITY

Company continues to maintain sufficient funds to meet the desired strategic Objectives.
DIVIDEND

Your Directors do not consider it desirable to recommend / declare any dividend.

CAPITAL

During the Financial Year 2025-26, there is no Change in share capital

• Buy Back of Securities : Company has not bought back any of its securities.

• Sweat Equity Shares : Company has not issued any Sweat Equity Shares.

• Bonus Shares : No Bonus Shares were issued during the year.

• Preference Shares/Debentures. : Company has not issued any Preference Shares/Debentures.

• Employees Stock Option Plan : Company has not provided any Stock Option Scheme.

Subsequent to 31.03.2026 there has been no change in authorized, issued, subscribed and
paid-up equity share Capital.

Authorised Share Capital as on 31.03.2026 is Rs. 4,00.00,000 divided into 40,00,000 Equity
Shares or Rs.10/- each and

Paid-up Capital at Rs. 3,45,00,000/-.

DIRECTORS AND KEY MANAGERIAL PERSONNELDIRECTORS AS ON 31.03.2026

• Mr. AmitGupta - Non-Independent Director w.e.f. 29.01.2015

• Mr. Rishav Gautam - Non-executive Independent Oirector w.e.f. 21.05.2024 for 5 years.

• Mr. Jitender Kumar - Non-executive Independent Director w.e.f. 21.05.2024 for 5 years.

• Ms. Neha Sarpal - Non-executive Independent Director in women category w.e.f.

09.11.2023 for 5 years.

• Mr. Ashok Kumar - Whole - Time Director (WTD) cum Chief Financial Officer [CFO]

(w.e.f 01.10.2025]

KMP AS ON 31.03.2026

• Mr. Ashok Kumar (DIN: 11252233] - Whole - Time Director (WTD] cum Chief Financial

Officer (CFO] (w.e.f 01.10.2025]

• Mrs. Preetika Mishra (ACS-32490] - Company Secretary (w.e.f. 07.02.2022]

CHANGES IN BOARD AND KMP

During the financial year, following Changes took place in composition of the Board and KMP :-

• Mr. Ashok Kumar (DIN: 11252233] was initially appointed as an Additional Executive
Director w.e.f 02.09.2025. Subsequently, he was designed as Whole-Time Director cum Chief
Financial Officer (WTD & CFO] w.e.f. 01.10.2025

• Shri Raj Kumar Gupta (D1N:00074532], the erstwhile Whole - Time Director cum Chief
Financial Officer (CFO], Tendered his resignation and ceased to be a Director and KMP of the
Company w.e.f. 29.09.2025.

Board places on record its deep appreciation for his valuable services rendered during his tenure.
CHANGES IN BOARD AFTER CLOSURE OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT

• Mr. Ashok Kumar (DIN: 11252233)

Stepped down from his Executive Role as Whole-Time Director cum Chief Financial Officer (CFO] w.e.f
29.05.2026 However, He continues to serve on the Board as an Ordinaiy Non - executive Director.

• Mrs. Varsha Jain was appointed to Board as an Additional Executive Director in a Whole Time
capacity cum CFO (as WTD cum CFO] w.e.f. 29.05.2026, for a period of 5(five] consecutive
years subject to approval of members.

DIRECTORS RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act,2013 and Articles of
Association, Mr. Amit Gupta and Mr. Ashok Kumar, Directors of the Company, Retire by rotation at
the ensuing AGM and being eligible, offer themselves for re-appointment.

MEETING OF THE BOARD

SIX Meetings of Board were held, details of which are as under :-
07.05.2025, 01.08.205, 02.09.2025, 18.10.2025, 14.11.2025 & 09.02.202
(Maximum Gap of 120 days between two consecutive Board Meetings has been maintained with]

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has complied with the statutory limits and requirements
governing inter-corporate financial transactions. At the 42nd Annual General Meeting (AGM) held
on September 29, 2025, the Company obtained the explicit approval of its shareholders for a limit
up to Rs. Four Crores (Rupees Four Crores Only), pursuant to the provisions of Section 186 of the
Companies Act, 2013, read along with Schedule V of the SEB1 (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").

Disclosures relating to loans, advances, guarantees given, or securities provided, if any, along with
the purpose for which the recipient proposes to utilize the amount, are detailed in the NOTES
forming part of the Financial Statements.

All Loans, guarantee(s), & investments (if any) are within the approved limit.

PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013, and the SEB1 (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Board of Directors has
carried out a formal, structured, and comprehensive annual evaluation of its own performance, as
well as that of its committees and individual Directors.

1. Evaluation Framework and Criteria

The Nomination and Remuneration Committee (NRC) defined the framework, criteria, and
questionnaires for the evaluation cycle under review. The evaluation process was conducted
through a structured Questionnaire covering various aspects of governance, operation, and
dynamics:

Board as a Whole : Composition and diversity, strategic direction, understanding of
operating risks, robust decision- making processes, frequency and conduct of meetings,
and effectiveness of oversight on corporate governance.

Committees of the Board: Performance ofspecific statutory responsibilities, independent
judgment, effectiveness of recommendations made to the Board, and the quality and
timeliness of information flowing from the committees.

Individual Directors (Including Independent Directors) : Attendance and active
participation, preparation for meetings, domain knowledge, commitment to stakeholders,
and constructive contribution to strategy and risk management.

Chairperson of the Company : Leadership qualities, ability to foster a collaborative
board environment, effective management of board dynamics, and ensuring timely
communication with shareholders and stakeholders.

2. Evaluation Process Flow

The assessment was carried out through a seamlessly managed operational process:

• Self & Peer Assessment :

Directors Evaluated their peers and the Board collectively via confidential evaluation sheets.

Independent Directors'Meeting : In a separate meeting of Independent Directors, the
performance of Non-Independent Directors, the Board as a whole, and the Chairperson
was evaluated, taking into account the views of executive and non- executive directors.

Review by NRC and Board : The NRC reviewed the compilation of the feedback
and subsequently placed the consolidated evaluation report before the Board for
comprehensive discussion and action planning.

3. Outcome of the Evaluation

The Board expressed overall satisfaction with the Evaluation Results, which indicated that the
Board and its Committees operate with a high level ofefficiency, transparency, and adherence
to regulatory frameworks.

The Evaluation confirmed that all Directors possess the required competence, demonstrate
deep commitment to their roles, and offer highly constructive insights during deliberations.
The feedback and suggestions arising from the evaluation process have been noted to further
enhance board effectiveness, streamline reporting cycles, and refine strategic governance in
the upcoming financial year.

PUBLIC DEPOSITS

Company has neither accepted nor renewed any Deposits during FY 2025-26 therefore, information
in this regard is NIL.

COST AUDITORS

Provisions of Section 148 do not apply and hence, Cost Auditors need not to be appointed.
SECRETARIAL AUDITORS

Board had re-appointed M/s B. Bhushan & Co., Practicing Company Secretary, to conduct Secretarial
Audit for Five financial years at its 42nd Annual General Meeting.

Secretarial Audit Report and Secretarial Compliance Report for the FY 2025-26 is Annexed.

There are no major serious Qualifications or reservations or other adverse remarks by Secretarial
Auditors in Report for FY 2025-26 except as stated in Secretarial Audit Report & Secretarial
Compliance Report and are self-explanatory and does not require/ call for any further explanation
from Board of Directors and same are under process of compliances.

The previous year’s report (FY 2024-25) had historical remarks regarding BSE non-compliance
fines. However, this has been successfully addressed, as BSE accepted the company's Waiver
Application on 23.02.2026, Waiving off a total accumulated fine of ^ 42,42,100.00

INTERNAL AUDITORS

Board has re-appointed M/s Mittal Jindal & Associates, Chartered Accountants, to conduct Internal
Audit of FY 2025 -26.

Internal Audit Report of FY 2025-26 does not contain any major serious adverse remarks except as
stated in Internal Audit Report and are self-explanatory and does not require / call for any further
Explanation from Board of Directors and same are under process of compliances.

STATUTORY AUDITORS

Appointment of M/s S M G A & Co., Chartered Accountants, (Firm Registration No. 014671C), as
Statutory Auditors of the Company for a term of Five consecutive years commencing from the
conclusion of 43rdAnnual General Meeting until the conclusion ofthe 48th Annual General Meeting
of the Company to be held in the year 2031, has been recommended at such remuneration plus
applicable taxes and out-of-pocket expenses as may be mutually agreed upon between the Board of
Directors and the Auditors

STATUTORY AUDITORS’ REPORT

Auditors’ Report dated 29.05.2026, beingself-explanatory, requires no Comments from the Directors
and there are no major serious reservations or qualifications or adverse remarks in Audit Report
in respect to FY 2025-26, except as stated and does not require / call for any further explanation

from Board of Directors and are under process of compliances.

MANAGEMENT CLARIFICATIONS - COMMENTS BY INTERNAL & SECTERIAL & STATUTORY AUDITORS

Pursuantto the provisions of Section 134(3) ff) of the Companies Act, 2013, the Board of Directors
reviews the observations made by the Statutory Auditor, Internal Auditor and Secretarial Auditors,
hereinafter referred to as "Auditors" in their respective Audit Reports for the financial year ended
March 31,2026. The Internal Financial Controls, systems, and overall regulatory compliances ofthe
Company were reported as efficient, effective, and in order.

The observations, along with the correspondingexplanations and corrective actions furnished
by the Management, are detailed below:

1. Delays in Statutory Filings and Technical System Rejections (MCA / ROC)

Auditor’s Observation : The Auditors noted that while all statutory compliances and filings
are up to date, certain forms were filed late with additional fees. Specifically, during the
filing of Form AOC-4 XBRL for the financial year ended March 31, 2025 (filed via SRN:
AB8721334), a typographical error occurred where the Date ofthe Annual General Meeting
(AGM) was entered as 22.09.2025, instead of the actual date of 29.09.2025 Consequently,
the MCA Portal is preventing the submission of Form MGT-7 (Annual Return) due to a
validation mismatch between the two forms.

• Management's Explanation: This mismatch was purely due to an inadvertent clerical
oversight in data
entry. To rectify this, the Management has already filed Form GNL-1 (SRN:
AC2245564 dated February 12, 2026) requesting the Registrar of Companies (RoC) to mark
the incorrect AOC-4 XBRL filing as "Defective" or cancelled.

The matter is under active follow-up with the RoC/MCA authorities, and a revised Form
AOC-4 along with Forms MGT-7 & 8 will be successfully filed as soon as the portal opens for
correction.

Internal review controls have been tightened to avoid typographical errors in future.

2. Recovery and Scheduling of Inter-Corporate Loans & Interest, Etc.

• Auditor's Observation : The Auditors pointed out that in certain cases of outstanding
loans and advances, interest amounts were received late and did not adhere strictly to
the predetermined schedules. Furthermore, a few borrowing parties failed to deposit or
delayed the deposit of Tax Deducted at Source (TDS).

Specific outstanding balances (inclusive of principal and interest up to March 31, 2026)
were flagged for the following parties:

1. M/s SSPN Finance Limited : ^ 1,28,39,843/-

2. M/s Maa Pahari Mercantiles Pvt. Ltd. : ^ 76,75,616/-

3. M/s MRC Agrotech Ltd. : ^ 24,10,000/-

Management's Explanation : The management considers these loans and advances
secure and good. To accelerate recovery, the Company has issued multiple demand and
recovery Notices via speed post and email. Additionally, the Company has engaged the
services of legal counsel, who has issued formal legal notices and is preparing to file
recovery suits where necessary. Management is in constant follow-up with these parties
to ensure the regularisation of interest schedules and the prompt filing of outstanding
TDS certificates.

FRAUDS REPORTED BY AUDITORS

There are no Frauds reported by Auditors u/s 143(12) including those which are reportable to
the Central Government.

LISTING OF SHARES

Equity Shares of Company are Listed on BSE Ltd., Calcutta Stock Exchange (CSE) and Delhi Stock
Exchange (DSE stands de-recognized) & Company has complied with the requirements of listing
agreement(s) during period under review.

Quarterly & Yearly Compliances are upto date, scanned pdf files are emailed, uploaded on BSE
listing portal, XBRL submissions at Online Portal, uploaded at Company’s Website, etc.

VOLUNTARY DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE LTD.

This Notice is issued in compliance with Regulation 6,7 and other applicable regulations, if any,
of the Securities & Exchange Board of India SEB1 (Delisting of Equity Shares) Regulations, 2021,
(herein after referred as 'Delisting regulations') to Equity Shareholders of "Decorous Investment &
Trading Company Limited’ (PAN: AAACD0851F) (herein after referred to as ("company') in respect
of voluntary delisting of 34,50,000 Equity Shares of the face value of Rs. 10/- each, of Company
from The Calcutta Stock Exchange Limited (CSE). At present, the Shares of Company are Listed
on BSE Ltd. The Board of Directors at meeting held on 09.11.2020, 08.11.2021 and subsequential
also including on 07.02.2022, has approved voluntary delisting of 34,50.000 Equity Shares of
the face value of Rs. 10/- each, from CSE in accordance with the Delisting Regulations and have
communicated the same to CSE Listing Department. Considering CSE had seen a halt/suspension
in its trading activity since 2013, after the capital market regulator. Securities and Exchange Board
of India (SEBI), had barred trading at C-Star (the online platform of CSE). for non-compliance of
clearing and settlement norms. "It is status quo for CSE". CSE’s own trading platform has been Shut
since 2013 following SEBI Directives and also CSE have been asked to Exit by SEBI but the matter
is sub judice before Calcutta High Court While other 13 regional stock exchange shave closed under
the exit policy of SEBI.

Company has mailed various communications (Email Speed Post) to CSE in respect of De-listing of shares
dated 09.03.2024,19.03.2024, 26.03.2024 & 26.04.2024, etc. & the matter is under follow-up process.

However, the equity shares shall continue to remain Listed on BSE Ltd., which is a recognized Stock
Exchange and is having nation-wide trading terminal as per Delisting Regulations.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of SEBI (LODR) Regulations, 2015, "Management’s
Discussion and Analysis Report" is presented in a separate Section forming part of Annual Report.

SUBSIDIARIES AND JOINT VENTURES COMPANIES

Your Company does not have any subsidiary & holding companies and no type of joint-venture,
merger or amalgamation.

PARTICULARS OF EMPLOYEES

In terms of provisions of the section 197(2) of the Companies Act, 2013 read with rule 5(2) & 5(3)
the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014., None of
Employee drew remuneration in excess of limit Set out in the said rules.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations, 2015, Compliance with the corporate
governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2)

and paragraphs C, D, and E of Schedule V are NOT Mandatory Legally Applicable to Company.
However, as a measure of maintaining transparency, accountability, and adopting corporate best
practices towards its stakeholders, Company has voluntarily preferredthese standards. Accordingly,
a Report on Corporate Governance, containing disclosures as stipulated under Part C of Schedule V
to SEBI (LODR) Regulations, 2015, is Annexed herewith and Forms part of this Report

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Board consists of SIX Members, one of whom is Executive (CFO] and WTD, 3 are Independent
Directors and 2 are Non-Independent Directors. Board consists of appropriate mix of executive &
independent & non-independent & woman directors to maintain the independence of the Board
and to separate its functions of governance and management. Policy on Directors Nomination and
Remuneration, including criteria for determining qualifications, positive attributes, independence
of a director and other matters, as required u/s 178(3) and there has been no Change in the Policy.

INDEPENDENT DIRECTORS

Independent Directors have additionally met 2 times in F. Y.2025-26, on 14.11.2025 and 09.02.2026.

• To review the performance of non-independent Directors and Board as a Whole,

• To review the performance of Board, taking into account views of executive and non¬
executive directors;

• To assess the quality, quantity and timeliness of flow of information between the
management and the Board which is necessary for the Board to effectively and reasonably
perform their duties.

DECLARATION BY INDEPENDENT DIRECTORS

Ms. Neha Sarpal, Mr. Jitendra Kumar & Mr. Rishav Gautam are Independent Directors.

Company has received necessary Declarations from each Independent Director u/s 149(7), and in
the Opinion of the Board and as confirmed by these Directors that all of them meets the criteria of
independence laid down in Section 149(6) of the Companies Act. 2013 and Regulation 25 of SEBI
(LODR) Regulations, 2015.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(1) of SEBI (LODR) Regulations, the top 1000 listed entities based on
market capitalization (calculated as on 31 March of every financial year), shall, in their annual
report, include a business responsibility report describing the initiatives taken by them from an
environmental, social and governance perspective.

Therefore, Regulation 34(2)(1) of SEBI (LODR) Regulations, 2015 is not applicable.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Code of Conduct for the Prevention of Insider Trading is in accordance with the requirements
specified in the SEBI (Prohibition of Insider Trading) Regulation, 2015and the Board has adopted
the same. Insider Trading Policy explains the guidelines and procedures to be followed and
disclosures to be made while dealing with the shares as well as the consequences of violation of
norms. Insider Trading Policy is available on the website of company.

UNIFORM LISTING AGREEMENT

SEBI issued SEBI (LODR) Regulations, 2015 which became effective from 01.12.2015 by replacing
existing Listing Agreement. Company executed New Listing Agreement(s) with BSE ltd. and CSE
Ltd. during February 2016.

WAIVER APPLICATION TO BSE LTD.

BSE levied a Fine of Rs. 3,12,700/- vide communication dated 14.12.2023 for non-submission of
Related Party Transaction in XBRL Mode under Reg. 23(9) for the period ended 30.09.2023 (Fines
as per SEBI circular no. SEBIIH0ICFD/Po02/CIR/P/20231120 dated July 11, 2023 (Chapter-Vll
(AJ-Penal Action for Non-Compliance)]

Company has submitted Complete & Proper Replies, from time to time in response to each e-mail
from BSE. stating that Company has fully complied with the legal Requirements & the requirements
of Reg.l5(2) & Reg. 23(9) of SEBI (LODR) are Not applicable to company during the period under
review. Waiver Application dated 04.05.2024, 16.05.2025, 11.06.2025 has been submitted.

Waiver Application has been accepted by BSE by Email dated 23.02.2026.

OPERATIONS

Our reputation for excellence and integrity earned through the consistent delivery of quality work
and by adhering to the standard of business conduct through principles of Corporate Governance
continues to be our most valuable assets. As we position ourselves for the future and our standard
of excellence, integrity and accountability will serve us well.

Further, no material events, commitments and changes occurred between the end of the financial
year to which the financial statements relate and till date of this Report.

VIGIL MECHANISM

Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177(10)
of the Companies Act, 2013 and also in terms of Regulation 4(2)(d) and Regulation 22 of SEBI
(LODR) Regulations, 2015, includes an Ethics & Compliance Task Force or to the Chairman of Audit
Committee. Policy on vigil mechanism is available on the Company's website and also the company
has complied with the provisions relating to the constitution of Internal Complaints Committee
under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act
2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Companies Act, 2013 relating to CSR do not mandatorily apply to your company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the company during the Financial year
2025-26 with related parties were in the ordinary normal course of business and on an "arm's
length basis” and were not prejudicial to the interest of company, and were Not Material. During
the year, the company has not entered into any contract/arrangement/transaction with related
parties which could be considered material Except salary to WTD &CFO and Company Secretary as
well as Rent for Regd. Office, etc.

Your directors draw attention of the members to "Notes to the Financial Statements" and Form
AOC-2 which sets out Related Party Disclosures.

RISK MANAGEMENT POLICY

Risk Management Policy is Not Applicable to your company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS/TRIBUNALS/INCOME TAX

No significant and material Orders were passed by the regulators or courts or tribunals or
income tax dept, etc. impacting the ongoing concern status and company's operations.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

According to Section 134(S}(e) of the Companies Act, 2013 the term Internal Financial Control
[IFC] means the principles and procedures adopted by the company for ensuring the orderly
and efficient conduct of its business, including adherence to company’s policies, safeguarding its
assets. Prevention and detection of frauds and errors, accuracy and completeness or the accounting
records and timely preparation of reliable financial information.

Company has a proper and adequate internal financial control system, commensurate with the size
& scale of its operations.

Scope and Authority of internal Audit function is well defined in the Organization. The internal
financial control system ensures that all Assets are safeguarded and protected and that the
Transactions are authorized, recorded and, reported correctly.

Internal Auditors independently evaluate adequacy of internal controls and audit transactions.

Independence of audit and compliance is ensured by timely supervision of the Audit Committee
over Internal Audit findings. Significant audit observations and corrective actions suggested, if any,
represented to Audit Committee on regularly basis.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Although the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal] Act, 2013 may notbe strictly applicable to the Company due to its current employee
strength, the Company remains committed to providing a safe, respectful, and dignified working
environment for all individuals, particularly women.

DETAILS OF COMMISSION RECEIVED BY MD/WTD

None of the Directors have received any Commission during the year under review.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant material events to be reported under this head.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

There are no major / material changes and is carrying out the business of Real Estate, agents,
brokers, consultancy, omission, distribution, trading/purchase & sale of commodities & bullion,
Service providers, gems & jewelry, etc. for which proper records have been maintained.

Further, the company has no Subsidiary and therefore information regarding any change in
Subsidiaries or in the nature of business carried on by them is not applicable to the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuantto the requirements Sectionl34(3](c] ofCompanies Act. your Directors confirm that

(a] in the preparation of the annual accounts for the year ended 31.03.2026. the applicable
accounting standards had been followed along with proper explanation relating to
material departures;

(b] the Directors had selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs as at 31.03.2026 and of the profit and loss of the company
for that period;

(c] the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safe guard to the

assets of the Company and for preventing and detecting fraud and other irregularities:

(d) the Directors had prepared the annual accounts on going concern basis;

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

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

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your company did not have any Funds lying unpaid or unclaimed for a period of seven years,
therefore, there were no funds which were required to be transferred to IEPF.

COMPLIANCES

Company has devised proper systems to ensure Compliances of Laws.

SHARE TRANSFER SYSTEM

Shares lodged for physical transfer are registered within a period of 15 days, if the documents
are clear and complete in all respects. The shares duly transferred would be dispatched to the
Shareholders upon approval of transfers, Adequate care is taken to ensure that, no transfers are
pending for more than a fortnight as bulk of the Company’s shares is currently in dematerialized
form, the transfers are processed and approved in the electronic form by NSDL / CDSL through
depository participants. Alan kit Assignments Limited is the Share Transfer Agent for both physical
and dematerialized mode.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO :~

Information required to be given pursuant to this Clause are given below:

= CONSERVATION OF ENERGY

Company did not use any significant energy during the year under review. Company is conscious
about its responsibility to conserve energy, power and other energy sources wherever possible. We
emphasis towards safe and dean environment and continue to adhere to all regulatory requirements
and guidelines.

= RESEARCH & DEVELOPMENT

Company has not imported any technology for any research and development.

= TECHNOLOGY ABSORPTION

Company has not imported any technology: however, we believe and use information technology
extensively in all spheres of our activities to improve efficiency levels.

= FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange

31.03.2026

31.03.2025

Foreign Exchange Earnings

NIL

NIL

Foreign Exchange Outgoing

NIL

NIL

CEO / CFO CERTIFICATION

In accordance with the Regulation 17(8) read with Part B of Schedule V to the SEB1 (LODR)
Regulations, 2015 pertaining to corporate governance norms, Ms. Varsha Jain, WTD & CFO of
the company, have Certified, Inter-Alia, on review of financial statements and establishing and
maintaining internal controls for the financial reporting for the year ended 31.03.2026.

The said Certificate forms an integral part of this Annual Report and the Certificate has been
reviewed by the Audit Committee and taken on record by the Board of Directors.

DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Annual Report of the Company contains a Certificate by the WTD CUM CFO in terms of Para D of
Schedule V to the SEB1 (LODR] Regulations, 2015 on the Declarations received from the Directors
and the Senior Management personnel affirming compliance with the Code as applicable to them
during the year ended 31.03.2026.

FINANCIAL STATEMENTS

Annual Report of F. Y. 2025-26 containing complete Balance Sheet, Statement of Profit & loss, other
Statements and Notes thereto, prepared as per the requirements of Schedule 111 to the Companies
Act. 2013, Directors' Report (including Management Discussion and Analysis Report and Corporate
Governance Report), Etc. are being sent via Email to Shareholders who have provided their Email
address(es) and to Others also Full version of Annual Report is also available for inspection at
registered office of company during working hours up to the date of ensuing AGM. It is also available
at Company’s Website https://www.ditco.in/Home.html

NOTICE of AGM & Annual Report shall also be placed at the Website of NSDL/CDSL

Members will be Supplied, Free of Cost, Annual Report, upon receipt of written request.

DEMATERIALIZATION OF SHARES

As mentioned in company’s earlier Annual Reports, company's equity shares are in compulsory
Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL
and CDSL. About
98.54% of the issued shares of the company are already in dematerialized form.
M/s Alankit Assignments Limited New Delhi, is acting as the RTA for this purpose and acts as share
agent in terms of SEB1 Guidelines.

EXTRACT OF ANNUAL RETURN MGT - 9

Pursuant to section 92(3) of Companies Act, 2013 ('the Act') and Rule 12(1) of Companies
(Management and Administration) Rules, 2014, Extract of Annual Return is Annexed herewith
to Director's Report.

Kindly refer Page from 27

STATUTORY COMMITTEES OF BOARD

Kindly refer Page from 39 to 42

GENERAL SHAREHOLDERS INFORMATION

Kindly refer Page from 52 to 53

MEANS OF COMMUNICATION

Company Communicates with Shareholders through its Annual Report, Publication of Notices &
Financial Results, etc. in 2 Newspaper, Website, etc. Board of Directors approves and takes on
record the Un-audited financial results within 45 days of the close of the Quarter except March end
Quarter and the Results are announced to the BSE & CSE Further the highlights of the Quarterly
results are published in the Newspapers. Various Sections of the Company's Website www.ditco.
in keep the investors updated on material developments like management, financial information,
quarterly reports, announcements, etc.

Compliances of BSE are uploaded at their Online Portal- Listing Centre i.e. (in both pdf and xbrl
formats).

E-VOTING

Company is providing e-voting facility to all members to enable them to cast their votes
electronically on All Resolutions set forth in the Notice. This is pursuant to Section 108 of the
Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules,
2014 and Regulation 44 of SEBI (LODR) Regulation 2015.

The above Rule 20 of the Companies (Management and Administration) Rules, 201 have been
amended on March 19, 2015 to introduce a new concept of e - voting i.e. E - Voting at general
meeting through an Electronic voting system. To comply with the requirements of new Companies
Act, 2013 and to ensure good governance for its members, company has provided e-voting
facility for its general meeting to enable its members to participate in the voting electronically.

The Instruction(s) for E - voting for ensuing AGM is also provided with Notice to shareholders
of this Annual Report. Company has signed necessary agreements with NSDL and CDSL to
facilitate e-voting for member(s).

APPRECIATION

Your Directors wish to express their sincere appreciation to its Valued Clients, Bankers, various
Regulators, Departments & Agencies and Employees of Company, etc., for their continued valued
support, guidance & co - operation.

By Order of Board of Directors
Decorous Investment & Trading Co. Ltd.

Amit Gupta Varsha Jain

Director Additional WTD Cum CFO

DIN:00074483 DIN:11704482

Add: R-489, New Rajinder Nagar, Add: A-3/125, Second Floor, Sector 16,

New Delhi-110060 Rohini, Delhi -110089

Date - 20.07.2026
Place - New Delhi

Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day....................issued in the interest of investors.
KYC is one-time exercise while dealing in securities markets -> Once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.