DIRECTORS' REPORT

The Directors of your Company have pleasure in presenting the Thirteenth Board's Report
together with the Audited Financial Statements for the Financial Year ("FY") ended 31 March
2026, setting forth the Company's financial performance, strategic directions, and corporate
governance framework observed during the year under review.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the standalone financial performance for the Financial Year 2025-26 are
presented below:

2. OPERATING PERFORMANCE

The Company received total income of Rs. 22,542.80 Lakhs for the year ended 31^st March, 2026
as against Rs. 23,745.69 Lakhs for the Previous year. The EBITDA for the year under review
stood at Rs. 1695.96 Lakhs as compared to Rs.1592.11 Lakhs for the Previous year. The
Company has earned a Net profit after tax of Rs. 841.61 Lakhs as compared to net profit of
Rs.828.11 Lakhs for the previous year.

3. TRANSFER TO RESERVE

The Profit after Tax for the year has been carried as balance in Profit and Loss account along
with accumulation of opening Balance and the same has been shown under the head "Other
equity" under Shareholder's Fund in the Balance sheet as on 31^st March, 2026. The Company
has not transferred any amount to the reserves separately.

4. DEPOSITS

The Company has not accepted any deposits from the Public in terms of Chapter V of the
Companies Act, 2013. Hence, no amount on account of principle & Interest in Public Deposits
was outstanding as on date of the Balance Sheet.

5. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended March
31, 2026.

The decision to not declare a dividend has been taken after considering the Company's financial
position, ongoing business requirements, working capital needs, and the objective of
conserving resources to support future growth, expansion plans, and strategic initiatives. The
Board believes that retaining earnings at this stage is in the long-term interest of the Company
and its stakeholders.

The Company remains committed to enhancing shareholder value and, subject to its financial
performance, cash flows, capital expenditure requirements, and applicable statutory provisions,
the Board will consider declaring dividends in future years as and when deemed appropriate.

6. RIGHTS ISSUE AND UTILIZATION OF PROCEEDS

During the financial year under review, the Company had issued shares to all its existing
shareholders on Rights basis in terms of Section 62 and other applicable provisions of the
Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements), 2018. The Company
issued 1,49,80,800 equity shares of face value ?10 each at an issue price of ?33 per equity share
(including a premium of ?23 per share), aggregating to ?49.44 Crores, to eligible equity
shareholders in the ratio of 3 equity shares for every 5 equity shares held as on the record date
i.e., May 14, 2025. The Rights Issue opened on May 21, 2025, and closed on June 10, 2025, and
the shares were allotted on June 11, 2025.

The proceeds from the Rights Issue are being utilized towards Working Capital for Ethanol
Project, Requirements for installation of Ethanol Project & General Corporate Purposes, in line
with the objects stated in the letter of offer.

Utilization of Rights Issue Proceeds

The utilization of proceeds, as reviewed by the Monitoring Agency, Acuite Ratings & Research
Limited, as on March 31,2026, is as follows:

Pursuant to Regulation 32 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.There has been no deviation or variation in the utilization of proceeds from
the objects stated in the letter of Offer.

7. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the following stock exchanges having
nationwide trading terminals:

(A) National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block,
Bandra- Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.

The Company has paid the annual listing fees to the aforesaid stock exchanges for the financial
year 2025-26.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid /
unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount
is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF)
established by the Central Government.

The provisions of above section are not applicable to the Company since no dividend was lying
in unpaid dividend account.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the reporting period there were no changes in the nature of the business of the
Company.

10. REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year were in the ordinary course
of business and on an arm's length basis. There were no materially significant related party
transactions entered into by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interests of
the Company at large.

All related party transactions were placed before the Audit Committee for approval and were
also approved by the Board of Directors, wherever required.

The Company has in place a Policy on Related Party Transactions for the purpose of
identification, monitoring and approval of such transactions. The said policy is available on the
website of the Company and can be accessed at: www.dollex.in

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013, in the prescribed Form AOC-2, are provided in Annexure - Iforming
part of this Board's Report.

Your directors draw the attention of the Members to the Financial Statement which sets out
related Party Disclosures.

12. COPY OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and the rules made
thereunder, the Annual Return of the Company in Form MGT-7 for the financial year ended
March 31, 2026, is available on the website of the Company and can be accessed at:
www.dollex.in.

13. SHARE CAPITAL

The Authorised Share Capital of the Company as of March 31, 2026 Stood at ?40,00,00,000/-

(Rupees Forty Crore Only), divided into 4,00,00,000 (Four Crore) equity shares of Rs.10/-
(Rupees Ten Only) each.

The issued, subscribed and paid-up equity share capital of the Company as of March 31, 2026,
stood at ?39,94,88,000/- (Rupees Thirty Nine Crore Ninety Four Lakhs Eighty Eight Thousand
only), divided into 3,99,48,800 ( Three Crore Ninety Nine Lakhs Forty Eight Thousand Eight
Hundred) equity shares of ?10/- each, fully paid-up.

During the year under review, the Rights Issue Committee of the Board of Directors of Dollex
Agrotech Limited ("the Company"), at its meeting held on June 11, 2025, approved the
allotment of 1,49,80,800 equity shares of face value of ?10/- each on a Rights Basis to the Eligible
Equity Shareholders. The said Equity shares were issued at a Price of ? 33/- per equity Shares,
including a premium of ? 23/-per equity Shares.

The Equity Shares so allotted under Rights Issue rank pari passu in all respects with the
existing equity shares of the Company.

14. VARIATIONS IN NET WORTH

The standalone net worth of the Company as of March 31, 2026, stood at ? 12,397.42 lakhs as
compared to ?6,612.15 lakhs as of March 31, 2025.

15. INTERNAL FINANCIAL CONTROL

The internal financial control systems are commensurate with the nature of business and size
and complexity of operations of the company. The Audit Committee periodically evaluates the
adequacy and effectiveness of the Company's internal financial control systems and monitors
the implementation of recommendations made by the committee.

The Auditors of the Company have also opined that "the Company has in all material respects
an adequate internal financial control systems over financial reporting and such internal
financial controls over financial reporting were operating effectively as at 31^st March, 2026.
Further the Certificate of Compliance from the Executive Director and Chief Financial Officer
annexed to this report confirms the adequacy of the internal control systems and procedures of
the company.

Whistle Blower Policy, Corporate Social Responsibility Policy, Policy on Determination and
Disclosure of Material Events, Document Preservation Policy, Code of Internal Procedures and
Conduct for Regulating, Monitoring and Reporting of Trading by Insiders, and Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, to
ensure orderly and efficient conduct of its business, safeguarding of assets, accuracy and
completeness of accounting records, and timely preparation of reliable financial information.

16. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)
OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES,

Disclosure pertaining to remuneration and other details as required under Section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in "Annexure-II"to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a
separate annexure forming part of this report.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the
Accounts are being sent to all the members of the Company, excluding the information
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any
member interested in obtaining such information may write to the Company Secretary at the
Registered Office. The said information is also available for inspection at the Registered Office
during working hours up to the date of the ensuing Annual General Meeting.

17. DIRECTORS & KEY MANAGERIAL PERSONNELA. None of the Directors of the Company are disqualified under the provisions of Section
164(2) of the Companies Act, 2013.B. Changes in Directors and Key Managerial Personnel

During the year under review, there were change in Directors and Key Managerial Personnel of
the Company during the financial year 2025-2026.

Following changes took place in the Board of Directors and Key Managerial Personnel before
the Date of this Report.

> Mr. Manish Joshi (DIN : 07762530) was appointed as a Non-Executive Independent
Director of the company w.e.f July 01, 2022 and resigned from the company on May 22,
2025 due to his pre-occupied Schedule.

> Mr. Khusro Nisar (DIN : 00446545) was appointed as a Non-Executive Director of the
Company w.e.f. April 01, 2022 and resigned from the Company on June 23, 2025 due to his
personal commitments and pre-occupied schedule.

> Mr. Vijai Singh Bharaktiya (DIN: 00017285) was appointed as a Non - Executive
Independent Director of the Company w.e.f. June 01, 2022 and resigned from the
Company on July 24, 2025 due to health issues and personal commitments.

> Mr. Praveen Kumar Jain (DIN : 08036512) was appointed as an Additional Non -
Executive Independent Director of the Company w.e.f. August 13, 2025, and was
regularized as a Non-Executive Independent Director w.e.f. September 29, 2025.

> Mr. Anis Khan was Appointed as a Chief Executive Officer (CEO) of the Company w.e.f.
August 13, 2025 and regularized w.e.f. September 29, 2025.

> Mr. Nadeem Khan was Appointed as a Additional Non-Executive Director of the
Company w.e.f. February 13, 2026 and was regularized as a Non-Executive Director w.e.f
March 15, 2026.

The Company received confirmation from Mr. Manish Joshi, Mr. Khusro Nisar & Mr. Vijai
Singh Bharaktiya that there are no material reasons for his resignation letter and that there are
no material concerns relating to the Management or affairs of the Company.

Apart from the above, there were no other changes in the Composition of the Board of Directors
during the Financial Year 2025-26.

Post the close of the financial year, the Board of Directors at its meeting held on May 30, 2026,
appointed:

a. Mr. Narendra Gupta (DIN: 11741764) was appointed as Additional Non Executive
Independent Director of the Company w.e.f. May 30, 2026, subject to the approval of
the Members at the ensuring Annual General Meeting.

C. Declaration by an Independent Director(s), Re- Appointment & Meeting

Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the Company has
received the declarations from all the independent directors confirming the fact that they all are
meeting the eligibility criteria as stated in Section 149(6) of the Companies Act, 2013.

As required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25
(3) of the held at least 1 (one) meeting in a year, without the presence of Non-Independent
Directors. The Independent Directors met once, i.e, on Friday, January 16, 2026. The Meeting
was conducted without the presence of the Chairman, Executive Directors and any other
Managerial Personnel.

The Independent Directors, inter alia, discussed, and reviewed performance of Non¬
Independent Directors, the Board as a whole, Chairman of the Company, and assessed the
quality, quantity and timeliness of flow of information between the Companies management
and the Board that is necessary for the Board to perform its duties effectively and reasonably.

D. Formal Annual Evaluation

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of its Committees. A structured questionnaire was
prepared after taking into consideration inputs received from the Directors, covering various
aspects of the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance.

A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and the Non-Independent Directors were carried
out by the Independent Directors who also reviewed the performance of the Secretarial
Department. The Directors expressed their satisfaction with the evaluation process.

E. Policy on Director's Appointment and Remuneration including criteria for determining
qualifications, positive attributes, independence of a Director, Key managerial Personnel
and other employees.

In line with the principles of transparency and consistency, your Company has adopted the
following policies which, inter alia includes criteria for determining qualifications, positive
attributes and independence of a director.

The policy of the Company on directors' appointment and remuneration, as required under
sub-section (3) of Section 178 of the Companies Act, 2013, is available on Company's website
atwww.dollex.in

F. Statement of Director's Responsibilities

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards (IND AS)
have been followed along with proper explanation relating to material departures.

(ii) The directors have selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the profit or
loss of the Company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

18. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following officials are designated as Key Managerial Personnel of the Company:

Mr. Mehmood Khan - Managing Director
Mrs. Munni Khan - Whole Time Director
Mr. Anis Khan- Chief Executive Officer
Mr. Anil Kumar Bhagat - Chief Financial Officer.

Ms. Siddhi Banthiya - Company Secretary & Compliance Officer.

19. MEETING OF BOARD OF DIRECTORS

During the Financial year 2025-26, the Board of Directors met 9 times on April 11, 2025, April
25, 2025, May 08, 2025, May 30, 2025, July 30, 2025, August 13, 2025, September 05, 2025,
November 14, 2025 & February 13, 2026.

The gap between two consecutive meetings did not exceed 120 days, and the meetings were
conducted in compliance with the applicable provisions of the Companies Act, 2013 and
Secretarial Standards. The requisite quorum was present at all the meetings.

The Attendance of the Directors at the Board Meetings held during the year are as follows :

Mr. Mantsh Josht (DIN: 07/02530), Independent Director, resigned from the Board with effect from May 22, 2025.Mr. Vijai Singh Bharaktiya
(DIN: 00017285), Independent Director, resigned from the Board with effect from July 24,2025*Mr. Khusro Nisar (DIN: 00446545), Non-Executive
Director, resigned from the Board with effect from June 23,2025.

^AMr. Praveen Kumar Jain (UIN:08036512 ), was Appointed as an Additional Non Executive Independent Director of the company w.e.f August
13,2025, and was regularized as a Non -Executive Independent Director w.e.f. September 29, 2025.^AMr. Nadeem Khan (DIN: 00027212) was
Appointed as a Additional Non -Executive Director of the Company w.e.f. February 13, 2026 and was regularized as a Non -Executive Director
w.e.f March 15,2026.

20. COMPOSITION OF BOARD OF DIRECTORS& CATEGORY

In compliance with the provisions of Companies Act, 2013 as amended from time to time
(hereinafter referred to as "the Act") and Regulation 17 of Listing Regulations, the board has
optimum combination of Executive and Non - Executive Directors. All the Non - Executive
Directors are eminent professionals and bring the wealth of their professional expertise and
experience to the management of the Company.

21. INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 16.01.2026, inter alia, to:

a. Evaluate the performance of non - independent director and the Board as whole,

b. Evaluate the performance of chairperson of the Company taking into account the views
of Executive and Non - Executive Directors of the company, and

c. Evaluate the Quality, Quantity and timeliness of flow of information between the
management and the Board.

All Independent Directors were present at the meeting.

22. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, Nomination and Remuneration
Committee of the Board carried out an annual evaluation of every director's performance.
Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board
evaluated the performance of Independent Directors. The Independent Directors in a separate
meeting reviewed the performance of Non- Independent Directors, performance of Board as a
whole and performance of the Chairman.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
OF THE COMPANY:

There is no material changes and commitment affecting financial position of the Company
occurred between the end of the financial year of the company to which the financial statements
relate and the date of the report;

24. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2025-26, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section
134(3) (ca) of the Companies Act, 2013.

25. STATUTORY AUDITORAND THEIR REPORT

M/s. S. N. Gadiya & Co. Chartered Accountants, (ICAI Firm Registration Number: 002052C)
was appointed as Statutory Auditors of the Company and shall continue to be Statutory
Auditors till the conclusion of the 15^th Annual General Meeting of the Company.

The reports given by the Auditors on the Standalone Financial Statements of the Company for
the year ended 31st March, 2026, form part of this Annual Report and there is no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to
Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed
under Section 134 (3) (ca) of the Companies Act, 2013.

26. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, M/s. Vikas Verma & Associates, Company Secretaries in Practice, were appointed as
Secretarial Auditors of the Company at the previous Annual General Meeting for a term of five
(5) consecutive years, to hold office up to the conclusion of the 17th Annual General Meeting of
the Company to be held in the year 2030.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by M/ s. Vikas
Verma & Associates, does not contain any qualification, reservation or adverse remark and
forms part of this Board's Report as Annexure - III.

However, the Secretarial Auditors have made the following Observation:

1. The company has not provided Audit Report at the time submission of Financial Results to
the Stock Exchanges in respect of the Board Meeting held on May 30, 2025, as required under
Regulations 33 of the SEBI Listing Regulations.

The Management acknowledges the delay in submission of the Audit Report under Regulation
33 of the SEBI ( Listing Obligations and Disclosure Requirements), Regulations 2015.However,
the Audit Report was duly submitted and the Company and applied for waiver of the fine
imposed by NSE; however the same was not favorably considered by the exchange.
Subsequently, the Fine amount was duly paid.

The Company remains committed to ensuring timely compliance with all applicable regulatory
requirements and has strengthened its internal compliance mechanisms to avoid reoccurrence
of such instances in future.

2. The Company had not provided prior intimation to the Stock Exchanges in respect of the
Board Meeting held on May 08, 2025, as required under Regulation 29(2) of the SEBI Listing
Regulations.

The Board of Directors has taken note of the above observation. The delay was unintentional
and occurred due to administrative oversight. Subsequently, the Company has strengthened its
internal compliance monitoring mechanism and implemented necessary control measures to
ensure timely compliance with all applicable regulatory requirements.

Further, the Secretarial Auditors have confirmed that no instances of fraud have been reported
under Section 143(12) of the Companies Act, 2013 during the year under review.

27. COST AUDITOR

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, the Board of Directors, on the recommendation of
the Audit Committee, has appointed M/s. M.P. Turakhia & Associates, Cost Accountants
(Firm Registration No. 000417), Indore, as Cost Auditors of the Company to conduct the audit
of the cost records for the financial year ending March 31, 2027, at a remuneration of ? 75,000/-

The remuneration payable to the Cost Auditors is required to be ratified by the members at the
ensuing Annual General Meeting. Accordingly, a resolution seeking ratification of the said
remuneration forms part of the Notice convening the Annual General Meeting.

The Company is maintaining cost records as specified by the Central Government under
Section 148(1) of the Companies Act, 2013.

The Company has received a certificate from M/s. M.P. Turakhia & Associates, Cost
Accountants, confirming that their appointment, if made, would be within the limits prescribed
under Section 141 of the Companies Act, 2013 and the rules made thereunder, and that they are
not disqualified to be appointed as Cost Auditors.

The Company will file the cost audit report for the Financial Year ended March 31, 2026, with
the Central Government within the prescribed time.

28. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made
thereunder, the Board of Directors has appointed M/s. G Rawat & Associates, Chartered
Accountants (Firm Registration No. 033232C), as Internal Auditors of the Company for the
financial year ending March 31, 2027.

The Internal Auditors conduct periodic audits of the Company's internal control systems and
processes, and their reports are reviewed by the Audit Committee from time to time. The
reports of the Internal Auditors are reviewed by the Audit Committee from time to time.

29. CORPORATE GOVERNANCE

The Company is firmly committed to upholding the highest standards of Corporate
Governance and continuously benchmarks its governance framework against best practices.
The Company believes that sound governance is fundamental to sustaining long-term
shareholder value, strengthening stakeholder trust and ensuring responsible business conduct.
The Corporate Governance framework of the Company is designed to ensure transparency,
accountability, fairness and integrity in all its dealings. Robust systems and processes are in
place to ensure compliance with the provisions of the Act and SEBI Listing Regulations.

Further demonstrating our compliance, a certificate from M/s. Vikas Verma & Associates,
Company Secretaries based in Delhi, has been obtained. This certificate confirms our
adherence to the conditions of corporate governance stipulated under SEBI Listing Regulations.
For detailed verification and reference, this certificate is attached as (Annexure - IV) to this
report.

30. RECLASSIFICATION OF PROMOTER GROUP SHAREHOLDER

The Company had received a request from M/s. Daizy Agrotech Private Limited, forming part
of the Promoter Group, for reclassification of its status from Promoter Group to Public
shareholder under Regulation 31A of SEBI Listing Regulations.

The Board of Directors, at its meeting held on 13^th August, 2025 approved the said request,
subject to approval of the Stock Exchanges. The Company has received No-Objection Letters
from the NSE Limited on September 23, 2025.

The Company continues to comply with the minimum public shareholding requirements under
Regulation 31A of the SEBI Listing Regulations and all other applicable regulatory provisions.

31. VIGIL MECHANISM

Pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder, as well
as the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has established a Vigil Mechanism through its Whistle Blower Policy.

The Whistle Blower Policy provides a formal mechanism for Directors and employees of the
Company to report genuine concerns about unethical behavior, actual or suspected fraud, or
violation of the Company's Code of Conduct and Ethics. The mechanism ensures adequate
safeguards against victimization of persons who avail of the same and also provides for direct
access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

It is hereby affirmed that no personnel of the Company have been denied access to the Audit
Committee. The Whistle Blower Policy is available on the Company's website and can be
accessed at: www.dollex.in .

The Company is committed to conducting its affairs in a fair and transparent manner by
adopting the highest standards of professionalism, integrity and ethical behavior. The Whistle
Blower Policy applies to all employees of the Company.

32. SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES

The company is in the process of acquiring Hindustan Tankers Private Limited as a subsidiary
under the Insolvency and Bankruptcy Code (IBC). The acquisition process has been initiated
with the National Company Law Tribunal (NCLT).

As part of this process, we have paid the acquisition amount to the NCLT. However, no capital
has been infused, and ownership has not yet been confirmed at this stage.

33. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

The particulars of loans given, guarantees provided, securities given and investments made
during the financial year ended March 31, 2026, in compliance with the provisions of Section
186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers)
Rules, 2014 ,if any, are provided in the notes of financial statement.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure, and dignified work environment for all
its employees, free from any form of sexual harassment. In accordance with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 ("POSH Act") and the Rules made thereunder, the Company has in place a Policy for
Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace.

The Company has constituted an Internal Complaints Committee ("ICC") in accordance with
the requirements of Section 4 of the POSH Act, comprising the prescribed composition, as
mandated under the POSH Act, to receive, inquire into, and redress complaints pertaining to
sexual harassment at the workplace.

Pursuant to Section 22 of the POSH Act, the Board of Directors hereby confirms that during the
Financial Year 2025-26, no complaint of sexual harassment was filed, disposed of, or remained
pending before the ICC for a period of more than ninety days. The Company conducts periodic
awareness programmes and training sessions to sensitise employees on the provisions of the
POSH Act and the redressal mechanism available to them.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNAL

During the financial year under review, the following instances of non-compliance were
observed:

1. Delay in filing of Audit Report: Delay of Twenty one days in filing for the Half & Year
ended March 31, 2025, under Regulation 33. A penalty of ? 1,00,000/ GST@18%- was levied by
NSE Limited and has been duly paid.

2. Delay in prior intimation of Board Meeting: Non-compliance with Regulation 29(2) for the
Board Meeting held on May 08, 2025. Penalties of ?10,000/ GST@18% were levied by National
Stock Exchange of India Limited and have been duly paid.

These instances were inadvertent and due to administrative oversight. The Company has
strengthened its internal controls to ensure strict compliance going forward.

The Board confirms that, except for the above, there were no significant or material orders
passed by a regulators, courts or tribunals during the financial year which would impact the
going concern status of the Company or its future operations.

36. CONFIRMATION AND OPINION OF THE BOARD ON INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their respective declaration/
disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and
have confirmed that they fulfill the independence criteria as specified under section 149(6) of
the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence. Further, the Board, after taking these
declarations/disclosures on record and acknowledging the veracity of the same, concluded that
the Independent Directors are persons of integrity and possess the relevant expertise and
experience to qualify as Independent Directors of the Company and are Independent of the
Management.

The Board opines that all the Independent Directors of the Company strictly adhere to
corporate integrity, possesses requisite expertise, experience and qualifications to discharge the
assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing
Regulations diligently.

37. BOARD DIVERSITY

The Company has over the years been fortunate to have eminent people from diverse fields to
serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination &
Remuneration Committee of the Board ensured diversity of the Board in terms of experience,
knowledge, perspective, background, gender, age and culture.

38. INSURANCE

All properties and insurable interests of the Company have been adequately insured.

39. CODE OF CONDUCT

The Board of Directors has adopted and oversee the administration of the Dollex Agrotech
limited Code of Business Conduct and Ethics (the 'Code of Conduct'), which applies to all
Directors, Officers and Employees of Dollex Agrotech Limited. The Code of Conduct reflects
the Company's commitment to doing business with integrity and in full compliance with the
law and provides a general roadmap for all the Directors, Officers and Employees to follow as
they perform their day-to-day responsibilities with the highest ethical standards. The Code of
Conduct also ensures that all members of Dollex Agrotech perform their duties in compliance
with applicable laws and in a manner that is respectful of each other and the Company's

relationships with its customers, suppliers and shareholders, as well as the communities and
regulatory bodies where the Company does business.

40. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF
2016)

During the financial year under review, no application was made and no proceedings were
initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF DIFFERNCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH REASON
THEREOF.

During the financial year under review, no such valuation done at the time of one time
settlement and the valuation done while taking loan from the bank or financial institutions
along with reason thereof.

42. RISK MANAGEMENT:

The Company has in place a risk-management framework appropriate to the size, nature and
complexity of its operations, reviewed periodically by the Board and the Audit Committee. Key
risks include regulatory risk (FRP/MSP and export policy), project-execution risk on the
feedstock and price-volatility risk, monsoon dependence, and working-capital/liquidity risk.
Mitigation measures are monitored on an ongoing basis.

43. CORPORATE GOVERNANCE REPORT

The Company has a rich legacy of ethical governance practices and is committed to implement
sound corporate governance practices with a view to bring about transparency in its operations
and maximize shareholder value. A Report on Corporate Governance along with a Certificate
from the Independent Auditors of the Company regarding compliance with the conditions of
Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.(Annexure- V)

1. AUDIT COMMITTEE

During the Financial Year ended March 31, 2026, five (5) Meetings of the Audit Committee
were held on April 25, 2025, May 30, 2025, August 13, 2025, November 14, 2025 & February 13,
2026.

The gap between any two consecutive meetings did not exceed one hundred and twenty days,
in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board of Directors.

The composition of the Committee and attendance at its meetings are as follows:

2. NOMINATION AND REMUNERATION COMMITTEE

During the financial year ended March 31, 2026, two (2) meetings of the Nomination and
Remuneration Committee were held on August 13, 2025, and February 13, 2026. The
Nomination and Remuneration Committee ("NRC") functions in accordance with the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The composition of the Committee and attendance at its meetings are as follows:

3. STAKEHOLDER RELATIONSHIP COMMITTEE

During the year, one Meeting of the Stakeholders Relationship Committee was held on January
25, 2026.

The composition of the Committee and attendance at its meetings are as follows:

44. Complaints& Share Transfer:

During the year ended March 31, 2026 no complaints were received. No complaints were
pending at the beginning or at the end of the year.

45. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 read with Schedule VII of the Companies Act, 2013, the
Corporate Social Responsibility (CSR) Committee has formulated a CSR Policy, and the same is
being implemented by the Company.

The Brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year in the format prescribed
in the Companies (CSR Policy) Rules, 2014 are set out in "Annexure - VI"of this Report

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

The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014, is provided in Annexure - VIIforming part of this
Board's Report.

47. CERTIFICATE REGARDING DIRECTORS' DISQUALIFICATION

The Company has obtained a certificate from a Practicing Company Secretary confirming that
none of the Directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as a Director of any company by the Securities and Exchange Board of
India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority.
(Annexure-VIII)

48. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, as required under the Listing Regulations, forms an
integral part of this Report. (Annexure - IX).

49. SECRETARIAL STANDARDS

During the year under review, your company has complied with the applicable standards issued
by the Institute of Company Secretaries of India.

50. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR for the top 1000
Listed entities by market capitalization. As the Company is not among the top 1000 BRSR is not
applicable and does not form part of this Annual Report.

51. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and certain designated employees of the Company. The
Code requires preclearance for dealing in the Company's shares and prohibits the purchase or
sale of Company shares by the Directors and designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the trading window is closed. The Board is responsible for implementation of the Code. All
Board Directors and the designated employees have confirmed compliance with the Code.

52. WEBSITE OF THE COMPANY:

Your Company maintains a websitewww.dollex.in where detailed information of the Company
and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 have been provided.

53. ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation to the wholehearted help and co¬
operation the Company has received from the business associates, partners, vendors, clients,
government authorities, bankers of the company.

The Relations between the management and the staff were cordial during the period under
review. The Company also wishes to put on record its appreciation for the work done by the
staff. Your directors appreciate and value the trust imposed upon them by the members of the
Company.

By Order of the Board
For Dollex Agrotech Limited

Sd/- Sd/-

Munni Khan Mehmood Khan

Whole Time Director Managing Director

DIN: 00027334 DIN:00069224Date: 03.08.2026
Place: Indore