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

The Board of Directors are pleased to Present the Twelfth Board''s Report, along with Audited Financial
Statements for the Fiscal Year endedMarch 31, 2025. This report highlights our financial performance,
Key strategic initiatives.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s Financial Performance for the financial year ended on 31^st March, 2025 under review
along with previous year figures are given hereunder:

2. OPERATING PERFORMANCE

The Company received total income of Rs. 23,745.69 Lakhs for the year ended 31^st March, 2025 as
against Rs. 13,565.87 Lakhs for the Previous year. The EBITDA for the year under review stood at Rs.
1,049.53 Lakhs as compared to Rs.811.20 Lakhs for the Previous year. The Company has earned a Net
profit after tax of Rs. 828.11 Lakhs as compared to net profit of Rs.701.82 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, 2025. The Company has not transferred any
amount to the reserves separately.

4. DEPOSITS

During the reporting period, our Company has not accepted any deposits, falling within the meaning
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. DIVIDEND

The Company has not declared the Dividend during the financial year ended 31^st March, 2025.

6. 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.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

We do not propose to transfer any amount to general reserve.

8. 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.

9. REVISION OF FINANCIAL STATEMENT, IF ANY:

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

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ Arrangements /Transactions entered by the Company during the Financial Year 2024¬
2025 with Related Parties were in the ordinary course of Business and on arm''s length basis. During
the year under review, the company has entered into any contract/arrangement /transactions with
related Parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions entered into by the Company were in the ordinary course of
business and were on an arm''s length basis, Form AOC- 2 forms part of this Board Report in
Annexure-1.

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

11. COPY OF ANNUAL RETURN

Pursuant to Section 92(3) of the companies Act, 2013, copy of the Annual Returns of the company in
Form MGT-7 is placed on website of the Company and is accessible at the web link: www.dollex.in.

12. SHARE CAPITAL

During the financial year 2024-25, the Authorised Share Capital of the Company as on March 31, 2025,
was ?40,00,00,000 (Rupees Forty Crores Only) divided into 4,00,00,000 (Four Crores) Equity Shares
of ?10/- (Rupees Ten Only) each.

The Issued, Subscribed and Paid-up Share Capital of the Company stood at ?24,96,80,000 (Rupees
Twenty-Four Crores Ninety-Six Lakhs Eighty Thousand Only) divided into 2,49,68,000 (Two Crores
Forty-Nine Lakhs Sixty-Eight Thousand) Equity Shares of ?10/- each.

Further, as per the Letter of Offer dated May 13, 2025, the Company issued up to 1,49,80,800 Equity
Shares, fully paid-up, having a face value of ?10/- each at a price of ?33/- per Equity Share (including
a premium of ?23/- per Equity Share) on a rights basis to the equity shareholders of the Company.

Consequently, the Issued, Subscribed and Paid-up Share Capital of the Company increased to
?39,94,88,000 (Rupees Thirty-Nine Crores Ninety-Four Lakhs Eighty-Eight Thousand Only) divided
into 3,99,48,800 (Three Crores Ninety-Nine Lakhs Forty-Eight Thousand Eight Hundred) Equity
Shares of ?10/- each.

13. 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, 2025. 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.

14.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.

15. Directors&Key Managerial Personnel

A. 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 2024-2025.

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 her pre
- occupied Schedule.

> Mr. KhusroNisar (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 her 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, subject to approval of
shareholders of the company .

> Mr. Anis Khan was appointed as a Chief Executive Officer (CEO) of the Company w.e.f.
August 13, 2025, subject to approval of Shareholders of the Company.

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 Wednesday, January 15, 2025. 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.

16. MEETING OF BOARD OF DIRECTORS

During the Financial year 2024-25, the Board of Directors met 8 times on May 30, 2024, July 29, 2024,
September 03, 2024, September 13, 2024, November 13, 2024,January 06, 2025, January 30,
2025&March 17, 2025.

Maximum time gap between two consecutive meetings did not exceed 120 Days.

17. 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.

18. INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 15.01.2025, 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.

19. 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.

20. 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;

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, 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.

22. STATUTORY AUDITORAND THEIR REPORT

M/s S N Gadiya&Co_vChartered Accountants, (ICAI Firm Registration Number: 0020252C) 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, 2025, 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.

23. SECRETARIAL AUDITOR AND THFTR REPORT

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section
204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors have approved and recommended the appointment of
M/s. VikasVerma& Associates, Peer Reviewed Firm of Company Secretaries in Practice as Secretarial
Auditors of the Company for a term of up to 5 (Five) consecutive years to hold office from the
conclusion of ensuing AGM till the conclusion of 17th AGM of the Company to be held in the Year
2030, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of
M/s. VikasVerma& Associates, Company Secretaries in Practice, are separately disclosed in the
Notice of ensuing AGM. M/s. VikasVerma& Associates have given their consent to act as Secretarial

Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within
the prescribed limits under the Act & Rules made thereunder and SEBI (LODR) Regulations.

They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

The Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualification,
reservation or adverse remark and is attached to this report as (Annexure - III). Further, the
Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

24. COST AUDITOR

In terms of the Provisions of Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of
the Audit Committee, has re-appointed M/^s- M.P. Turakhia& Associates, Cost Accountants as Cost
Auditor of the Company , for the financial year ending 31^st March, 2026, on a remuneration
mentioned in the Notice convening the 12^th Annual General Meeting for conducting the audit of the
cost records maintained by the Company. A certificate from M/s. M.P. Turakhia& Associates, Cost
Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if
made would be in accordance with the limits specified under Section 141 of the Act and Rules framed
thereunder. A resolution seeking Member''s approval for remuneration payable to Cost Auditors
forms part of the Notice of the 12^th Annual General Meeting of the Company and same is
recommended for your consideration.

The Company will file the cost audit report for the Financial Year ended March 31, 2025, with the
Central Government before the due date. The Company has made and maintained requisite Cost
accounts and records as required to be maintained as specified by the Central Government under Sub
Section (1) of Section 148 of the Companies Act, 2013.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year ended under review, as stipulated
under Regulation 34(2)(e) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 is presented separately and forms part of this Annual Report. (Annexure - IV)

26. VIGIL MECHANISM

The Company has formulated a Vigil Mechanism for directors and employees to report their genuine
concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013. The Audit Committee
oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against
victimization of director(s), employee(s) or any other person who avail the mechanism and also
provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional
cases. The policy on Vigil Mechanism may be accessed on the Company''s website www.dollex.in.

27. SUBSIDIARIES, JOINT 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.

28. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

Particulars of loan given, investment made, guarantees given and security provided under Section
186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

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

The Company has put in place a policy on Anti Sexual harassment in line with the requirements of
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.Internal

Complaints Committee has been setup to redress complaints received regarding sexual harassment.
All employees (permanent, Contractual, temporary, trainees) are covered under this policy.

The Company is committed to providing a safe and conducive work environment to all of its
employees and associates.

No complaints have been received during the year under review.

30. RISK MANAGEMENT

The Company is taking every care for minimizing the risk involved in the manufacturing process of
the unit, business of dealers and agents and Investment Business. Our Company believes that
managing helps in maximizing returns. Responsible staff is employed to take every care to minimize
the risk factor in the factory. Our company does not have any separate Risk Management Policy as
the unit run by it is small in size and the elements of risk threatening the company''s existence is
almost negligible.

31. CORPORATE GOVERNANCE

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)

32. BOARD COMMITTEE

The Board of Directors ("Board") of the Company is carefully structured to achieve an optimal
balance, consisting of executive and non-executive directors, including an Independent Woman
Director. This composition adheres strictly to the current provisions of the Companies Act and the
SEBI (LODR) Regulations, 2015 ensuring compliance with governance standards.

The Board epitomizes a blend of professionalism, knowledge, and experience, contributing
significantly to the strategic direction of the Company. Our Independent Directors are particularly
noted for their professional integrity, as well as their extensive expertise and experience, which are
invaluable to our leadership framework.

The Board is proactive in providing strategic guidance and fulfills its fiduciary responsibilities with a
steadfast commitment to safeguarding the interests of the Company and its stakeholders .

In compliance with the applicable provisions of the Companies Act, 2013, the Board has established
the following committees to ensure rigorous governance and effective oversight of the Company''s
operations.

The Company has constituted different Board level committees in accordance with the requirements
of Companies Act, 2013. Currently the board has constituted three Committees.

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

1. AUDIT COMMITTEE

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the
Company''s internal controls and financial reporting process. The Composition, quorum, powers, role
and scope are in accordance with Section 177 of the Companies Act read with Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements), Regulation, 2015.

The composition of the Audit Committee for the financial year 2024-25, incorporating all changes up
to the date of filing of this report, is as under:

The Details of the Audit Committee is given in the Corporate Governance Report which forms the
integral part of this Annual Report.

2. NOMINATION AND REMUNERATION COMMITTEE

The powers, roles, and terms of reference of the Nomination and Remuneration Committee cover the
areas as contemplated under Regulation 19 of the Listing Regulations and Section 178 of the Companies
Act, 2013.

The composition of the Nomination & Remuneration Committee for the financial year 2024-25,
incorporating all changes up to the date of filing of this report, is as under:

The Details of the Nomination and Remuneration Committee is given in the Corporate Governance
Report which forms the integral part of this Annual Report.

3. STAKEHOLDER RELATIONSHIP COMMITTEE

In terms of Section 178 of the Companies Act 2013Act, Stakeholder Relationship Committee

The composition of the Stakeholder Relationship Committee for the financial year 2024-25,
incorporating all changes up to the date of filing of this report, is as under:

The Details of the Stakeholder Relationship Committee is given in the Corporate Governance Report
which forms the integral part of this Annual Report.

33. Complaints& Share Transfer:

During the year ended March 31, 2025 no complaints we arereceived. No complaints were pending at
the beginning or at theend of the year.

34. CORPORATE SOCIAL RESPONSIBILITY

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

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

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, the particulars in the respect of conservation of energy, technology absorption
and foreign exchange earning & Outgo are furnished in "Annexure- VII"and form a part of this report.

36. SECRETARIAL STANDARDS

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

37. LISTING OF SECURITIES:

The Company is listed on the NSE Limited and is regular in paying the annual listing fee to the Stock
Exchange

38. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORTING (BRSR)

Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual
Report for the top 100 listed entities. In view of the requirements specified, the company is not
mandated for the providing the BRSR and hence do not form part of this Report.

39. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

40. 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.

41. WEBSITE OF THE COMPANY:

Your Company maintains a website www.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.

42ACKNOWLEDGMENTS

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 DollexAgrotech Limited

Sd/- Sd/-

Munni Khan Mehmood Khan

Whole Time Director Managing Director

DIN: 00027334 DIN:00069224

Date: 05.09.2025
Place: Indore

Your Board of Directors are pleased to present the Eleventh - Directors Report of Dollex Agrotech Limited together with the Audited Financial Statements for the Financial year ended 31^st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s Financial Performance for the financial year ended on 31^st March, 2024 under review along with previous year figures are given hereunder:

2. OPERATING PERFORMANCE

The Company received total income of Rs. 13,565.87 Lakhs for the year ended 31^st March, 2024 as against Rs. 11,055.44Lakhs for the Previous year. The EBITDA for the year under review stood at Rs. 811.21Lakhs as compared to Rs.796.51 Lakhs for the Previous year. The Company has earned a Net profit after tax of Rs. 701.82 Lakhs as compared to net profit of Rs.610.49 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, 2024. The Company has not transferred any amount to the reserves separately.

4. DMDEND

The Company has not declared the Dividend during the financial year ended 31^st March, 2024.

5. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ Arrangements /Transactions entered by the Company during the Financial Year 2023-2024 with Related Parties were in the ordinary course of Business and on arm’s length basis. During the year under review, the company has entered into any contract/arrangement /transactions with related

Parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, Form AOC- 2 forms part of this Board Report in Annexure- I.

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

6. COPY OF ANNUAL RETURN

Pursuant to Section 92(3) of the companies Act, 2013, copy of the Annual Returns of the company in Form MGT-7 is placed on website of the Company and is accessible at the web link: www.dollex.in.

7. SHARE CAPITAL

During the financial year, the Authorised Share Capital of the Company increased from 25,00,00,000/-(Twenty-Five Crore) to Rs. 40,00,00,000/-(FortyCrore) Divided into 4,00,00,000 (Four Crore) Equity Share of Rs. 10/-(Ten Each).

The Issued, Subscribed and Paid-up Share Capital of the Company Rs. 24,96,80,000 (Twenty-Four Crore Ninety-Six Lakhs Eighty Thousand) Divided into 2,49,68,000(Two Crore Forty NineLakh Sixty Eight thousand) Equity Share of Rs. 10/- (Ten Each).

8. 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, 2024. 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.

9.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.

10. Directors & Key Managerial Personnel

A 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 2023-2024.

> Ms. Kalyani Bhatjiwale (Mem. No. - A35720) was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 01.07.2022 and resigned from the Company on 12.05.2023 due to her pre-occupied Schedule. And thereafter to fill the vacancy Ms. Siddhi Banthiya (Mem No. A71520) is hereby appointed as Company Secretary & Compliance Officer of the Company w.e.f 12.05.2023.

Declaration by an Independent Directors), 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 Wednesday, January 10, 2024. 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 at www.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.

11.MEETING OF BOARD OF DIRECTORS

During the Financial year 2023-24, the Board of Directors met 8 times on April 24, 2023, May 12, 2023, May 30, 2023, September 04, 2023, September 22, 2023, November 10, 2023, February 19, 2024 & March 18, 2024.

Maximum time gap between two consecutive meetings did not exceed 120 Days.

The Compositions of the Board Meetings, attendance at the Board Meetings held during the financial year 2023-24 under review and at the last Annual General meeting, number of Directorship in other companies, Membership/ Chairmanships of the Committees and their shareholding as on March 31, 2024 in the Company are as follows.

{P- Promoter, NED- Non Executive Director, ID- Independent Director ,MD- Managing Director, WTD-

Whole Time Director & ED- Executive Director}

Note:

*Excludes Directorship in Private Limited Companies, foreign Companies and Companies Under Section 8 of the Companies Act, 2013.

**Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee in all Indian Public Limited Companies have been considered for the committee positions.

**There is no inter-se relationship between the Directors.

12. 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.

12. INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 10.01.2024, 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.

13. 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, 3013 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 NonIndependent Directors, performance of Board as a whole and performance of the Chairman.

14. STATUTORY AUDITORAND THEIR REPORT

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (accounts), Rules, 2014, M/s. S N Gadiya & Co., Chartered Accountants, (ICAI Firm No. 0020252C) was appointed as Statutory Auditors of the Company at 10^th Annual General Meeting of the Company held on 28^th September, 2023, for a term of 5(five) consecutive Years till the Conclusion of 15^th Annual General Meeting.

The Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as statutory auditors.

M/s. S.N.Gadiya & Co., Chartered Accountants, have carried out the statutory audit of the Financial Statements of the Company for the financial year ended March 31, 2024. The Notes to Financial Statement referred in Auditors Report are self-explanatory. There are no qualifications, reservations, adverse remarks or disclaimer given by the Statutory Auditors in their report and therefore it does not call for any comments under Section 134 of the Companies Act, 2013. The Auditor''s Report is annexed with the Financial Statement forming part of this annual report.

15. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. VikasVerma and Associates, Company Secretaries (FRN P2012DE081400), as a Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended March, 31, 2024. The Secretarial Audit Report is appended to this report as Annexure III.

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

16. COST AUDITOR

In terms of the Provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s. M.P. Turakhia & Associates, Cost Accountants as Cost Auditor of the Company , for the financial year ending 31^st March, 2025, on a remuneration mentioned in the Notice convening the 11^th Annual General Meeting for conducting the audit of the cost records maintained by the Company. A certificate from M/s. M.P. Turakhia& Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Member''s approval for remuneration payable to Cost Auditors forms part of the Notice of the 11^th Annual General Meeting of the Company and same is recommended for your consideration.

Cost Audit Report for the year ended 31^st March 2023 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31^st March 2024, the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors. The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under Sub Section (1) of Section 148 of the Companies Act, 2013.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year ended under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented separately and forms part of this Annual Report.

18. VIGIL MECHANISM

The Company has formulated a Vigil Mechanism for directors and employees to report their genuine concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against victimization of director(s), employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The policy on Vigil Mechanism may be accessed on the Company''s website www.dollex.in.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the reporting period, the company successfully acquired Hindustan Tankers Private Limited (HTPL) through the Corporate Insolvency Resolution Process (CIRP). HTPL is now a subsidiary of our company. Although HTPL has not commenced operations yet.

20. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

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

The Company has put in place a policy on Anti Sexual harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Internal

Complaints Committee has been setup to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

No complaints have been received during the year under review.

22. CORPORATE GOVERNANCE

The Company being listed on the NSE Emerge Platform is exempted from provisions of Corporate Governance as per Regulation 15 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.Hence no Corporate Governance report is disclosed in this Annual Report. It is pertinent to mention that the Company Follows majority of the provisions of the Corporate Governance voluntarily.

23. BOARD COMMITTEE

The Company has constituted different Board level committees in accordance with the requirements of Companies Act, 2013. Currently the board has constituted three Committees.

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

The details of the Committee along with their composition, number of meetings and attendance at the meetings are mentioned below.

1. AUDIT COMMITTEE

Audit Committee of the Board of Directors [“the Audit Committee is entrusted with the responsibility to supervise the Company''s internal controls and financial reporting process. The Composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act. All the members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Accounts, etc. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

Meetings and Attendance, Composition, Chairperson and name of Members as on March 31, 2024.

During the Financial year 2023-2024, the Audit Committee met Five (5) times i.e on 12.05.2023, 30.05.2023, 04.09.2023, 10.11.2023 and 19.02.2024. The Maximum Gap between two meetings was not more than 120 Days.

The Committee also reviews the observations of the Internal and Statutory Auditors, along with the comments and action taken thereon by the Management and invites senior executives to its Meetings as necessary.

2.NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, the Nomination and Remuneration Committee was formed on 12^thMay, 2023.The Nomination and Remuneration Committee comprises of Two Independent Directors namely Ms. Ruchi Sogani & Mr. Vijai Singh Bharaktiya and one Non-Executive Director Mr. Khusro Nisar.

Meetings and Attendance, Composition, Chairperson and name of Members as on March 31, 2024. During the Financial Year 2023-24, the Nomination and Remuneration Committee Met Once in a Year i.e 12.05.2023.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company''s business, understanding of industryand global trends etc.

The manner in which the annual performance evaluation is doneby the Board including the criteria for the same is discussed in detail in Directors Report.

3.STAKEHOLDER RELATIONSHIP COMMITTEE

In terms of Section 178 of the Companies Act 2013Act, Stakeholder Relationship Committee was constituted on 12^thMay, 2023, to oversee the matters relating to redressal of Stakeholder complaints pertaining to Issue of Duplicate Shares, Transfer of Shares, Non-Receipt of Annual Report, Non-Receipt of Annual Report, Non-Receipt of Declared Dividends etc.

The Stakeholder Relationship Committee Comprises of Director Mr. Manish Joshi as an Independent Director and Two Executive Director Mr. Mehmood Khan & Mrs. Munni Khan. Terms of Reference and Powers of the Committee is provided.

Meetings and Attendance, Composition, Chairperson and name of Members as on March 31, 2024.During the Financial Year 2023-24, the Stakeholder Relationship Committee met once in a year i.e 12.05.2023.

24. Complaints& Share Transfer:

During the year ended March 31, 2024 no complaints we are received. No complaints were pending at the beginning or at the end of the year.

25. CORPORATE SOCIAL RESPONSIBILITY

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 - IV of this Report

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

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars in the respect of conservation of energy, technology absorption and foreign exchange earning & Outgo are furnished in Annexure- V and form a part of this report.

27. SECRETARIAL STANDARDS

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

28. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

29. 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.

30. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company''s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases

31. GENERAL

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

a. Issue of Equity Shares with Differential rights as to dividend, voting or otherwise.

b. Issue of Shares (including sweat Equity Shares) to Directors and employees of the Company under any scheme.

c. Details relating to Employee''s Stock option Scheme.

d. Revision of Financial Statements & Board Report

e. Buyback of Shares

f. The Company does not have scheme for provision of money for purchase of its own shares by employees or by trustee for the benefit of employees.

g. Purchase by Company of its own shares or giving of loans for such purchase.

h. There is no change in the nature of business of the Company.

i. There is no material change or commitment affecting the financial position of the Company, occurred between the end of the financial year and the date of this report.

j. The Company has not accepted deposits within the meaning of Section 73 or section 76 of the Companies Act, 2013.

k. No remuneration was paid to Non-Executive Directors except sitting Fees.

l. No Significant and material order is passed by the regulators or courts or Tribunals impacting the going concern status and Company''s operations in future.

m. No fraud has been reported by the Auditors to the Audit Committee of the Board.

n. No case of Child Labour, forced labour, involuntary labour, sexual harassment and Discriminatory employment was reported in the financial year 2023-24.

o. Shares in held in trust for the Benefit of employees.

p. Issue of Debentures/Warrants.

q. Transfer to Investor Education and Protection Funds(IEPF).

r. Disclosure about the application made or any proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of the financial year.

32.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.