Your Directors have pleasure in presenting their 32^nd Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS:

Summary of the Company's financial performance for F.Y. 2023-24 as compared with the previous financial year is given below:

HIGHLIGHTS:

Your Company's main activity is centered into trading, manufacturing, weaving and processing of textile and yarn and all allied products/services. As it can be clearly seen from the highlights that the Company's' the total revenue generation from the current year and profit for the year of the Company has been reduced.

The management of the Company hereby very optimistic regarding performance of the Company in future and taking every steps and making every effort to turn the Company in to more profitable organization.

mvmENn:

During the year, your directors have not recommended any dividend on Equity shares for the year under review.

AMOUNT TO BE TRANSFERRED TO RESERVES:

No fund was transferred to General Reserves. For the year under review, Company has added the entire available surplus to the brought forward balance in "Statement of Profit and Loss", without making any transfer to the general reserve.

TRANSFER OF UNCLAIMED QIVIQENQ TO INVESTOR EDUCATION ANQ PROTECTION FUNQ:

The Company was not required to transfer any amount to unclaimed dividend to investor education and protection fund. QEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.

BOARQ OF QIRECTORS ANQ KEY MANAGERIAL PERSONNEL:

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

During the year there has been no change in the composition of Board of Directors and there was no change in the management of the Company.

Mr. Durgesh Kabra, Ms. Ayushi Gilra & Mr. Athul Rungta, Independent director have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

The Board had appointed Mrs. Deepika Premsingh Khangarot as the Company Secretary and Compliance Officer of the Company based on recommendation of N&R and Audit Committee on 31.03.2023. Mrs. Deepika Premsingh Khangarot resigned from the post of Company Secretary on 07.10.2023. Further Mr. Anand Lohia was appointed as the Company Secretary and Compliance Officer on 29.12.2023 who also resigned on 31.01.2024. Afterwards, Mrs. Ushma Dudani was appointed as the Company Secretary and Compliance Officer of the Company on 29.04.2024 and she also resigned on 31.05.2024.

Further, the Board of Directors on recommendation of the Nomination and Remuneration Committee proposes to appoint Ms. Ayushi Gilra (DIN: 08511294) as a Non-Executive Independent Director for the second term of five consecutive years with effect from 05th August, 2024 to 04th August, 2029 of the Company, subject to approval of the members of the Company in the ensuing Annual General Meeting.

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors' Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors' state that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024 the applicable accounting standards have been followed.

(b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of 31^st March, 2024 and of the profit of the Company for the year ended on that date.

(c) Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Annual Accounts of the Company have been prepared on the on-going concern basis.

(e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

(f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Mr. Durgesh Kabra, Ms. Ayushi Gilra, Mr. Athul Rungta has affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director" of Dhanlaxmi Fabrics Limited. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report.

DISCLOSURE FROM INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of SEBI Listing Regulations, they have 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 judgement and without any external influence.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Independent Directors have confirmed that they have complied with the Company's Code of Business Conduct & Ethics. POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on the website on this link: http://www.dfl.net.in/company-profile.html

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors was completed.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures, adherence to the Code of Conduct etc. Based on each of the parameter, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out the annual evaluation of its own performance, of each of its Committee and of all individual Directors, as required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of Listing Regulations. The manner in which such performance evaluation exercise was carried out is given below:

The Nomination and Remuneration Committee (NRC) carries out the evaluation process at initial stage, followed by evaluation by Board. The performance evaluation framework is in place to seek the response of each Director on the evaluation of the entire Board and Individual Directors, on defined parameters.

The criteria of evaluation of Board as well as that of its each Committee; and individual Directors, including the Chairman of the Board; as defined by NRC in this regard, includes attendance and contribution of each Director at the meetings or otherwise, independent judgment, adherence to code of conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

The performance of the Board and Individual Directors was also evaluated by the Board seeking inputs from all Directors on aforesaid parameters.

The performance of Committees was evaluated by the Board seeking inputs from concerned Committee Members. A separate meeting of the Independent Directors was also held to review the performance of Non-independent Directors; performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of Executive as well as Nonexecutive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Details of program for familiarization of Independent directors of the company are accessible on yours company website at http://www.dfl.net.in/fam_prg.html.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 22^nd March, 2024. All the Independent Directors of the Board were present in the meeting.

STATUTORY AUDITORS:

M/S. R H A D & CO. (Formerly known as M/s. Dinesh Bangar & Co.,) Chartered Accountants, Mumbai (FRN: 102588W) was appointed as a Statutory Auditors of the Company at 27^th Annual General Meeting of the Company for a period of five (5) years, till the conclusion of the ensuing 32^nd Annual General Meeting of the Company. Further, M/S. R H A D & CO. has been proposed by the Board to be re-appointed in the ensuing Annual General Meeting for the 2nd term of 5 years commencing from the 32^nd Annual General Meeting till 37^th Annual General Meeting.

AUDITORS REPORT:

Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Internal and operational audit is entrusted to M/s. Sunil Bangar & Associates., (FRN - 146654W) Chartered Accountant, Mumbai. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

COST AUDIT AND COST AUDITOR:

M/s. Talati & Associates., (Cost Accountants) Mumbai, (FRN R/00097) has been appointed based on the recommendation of Audit Committee by the Board to conduct the audit of Cost records of the Company for the financial year 2024-25 and their appointment has been recommended to the members for ratification/re-appointment at item no.4 of the Notice.

FRAUDS REPORTED BY THE AUDITORS

Auditors have not reported any incident of fraud to the Audit Committee/Board of Directors, in their respective report, for the periods reviewed by them.

SECRETARIAL AUDIT:

The Audit Committee recommended the Name of M/s. Nitesh Chaudhary & Associates, Company Secretary in practice, for conducting Secretarial Audit for F.Y. 2023-24 pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report as received is appended to this Report as Annexure I.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICTION MADE BY AUDITORS:

M/s. Nitesh Chaudhary & Associates, Practicing, Company Secretary, in his independent Audit Report for Financial year 2023-24 have drawn the attention of the management on some matters in connection with the same management herewith give the explanation on the same point vice as follows:

During the Year it was observed that there is delay in filing of Roc Form CRA-4 (file the Cost Audit Report) and DIR-12 for (Resignation of Cs) for that the company has make a payment with fine to ROC the SRN number of the form is F65938110 and AA6805834. The Company has paid a Late fees (Additional fees) Rs. 1,200/- on E-form CRA-4 and late fees of Rs. 1,200/- on E-form DIR - 12 by the company during the F.Y. 2023-24.

The management has informed in this regard that due to technical issues in MCA website the forms were getting uploaded on MCA portal.

SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statements of the Subsidiary Companies in Form AOC-1 is Annexure II in this Board's Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

DETAILS COMPANIES CEASED TO BE SUBSIDIARY. IOINT VENTURE OR ASSOCIATE COMPANIES:

In the Board meeting held on 11.11.2023, it was proposed by the Board of Directors of the Company for selling the entire holding by the Company in its Subsidiary i.e., DFL Fabrics Private Limited to Mr. Mahesh Sohanlal Jhawar, Promoter Director of the Company subject to necessary approval and a postal ballot for this purpose was called on 29.12.2023, which was deemed to be passed on 29.01.2024. However, the said resolution was not passed as the required consents of the members were not received.

Further, in the Board Meeting held on 28.05.2024, the board again considered the proposals of sale or disposal of subsidiaries / sale of stakes in subsidiaries Viz. DFL Fabrics Private Limited and Dhanesh Fabrics Private Limited to Mr. Mahesh Sohanlal Jhawar and Mr. Mukul Vinod Jhawar, respectively or such other person outside the promoter group on such terms and conditions as to be decided between the Board and the Buyers in the best interest of the Company, subject to necessary approvals and concerns.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. In Compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015 report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

As per the provisions of Companies Act, 2013 and Regulation 23 of 'Listing Regulations', the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The said Policy is available at link of 'Company Policies' page on the company's website at http://dfl.net.in/company-profile.html.

During the year under review, there were no material transactions, as defined under the provisions of 'Listing Regulations', between the company and related parties. All transactions with related parties were carried out in the ordinary course of business at arms' length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing elsewhere in the Annual Report.

Further, Form AOC-2 containing the necessary disclosure in this regard is attached as Annexure - I and forms an integral part of this report.

The particulars of contract or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 are appended as Annexure-III.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a Corporate Social Responsibility Policy in line with Schedule VI of the Companies Act, 2013 as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The provision of the Companies Act, 2013 relating to CSR Initiatives are not applicable to the Company for the year under review. ANNUAL RETURN:

As required under the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, a copy of the relevant Annual Return is available on the website of the Company at www.dfl.net.in under Investor Announcement tab under given link -http://dfl.net.in/inv_ann.html

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the financial year, the details of which are given in Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

POSTAL BALLOT:

The Company has conducted 1 (One) Postal Ballot in the year 2023-24 for seeking approval of the members for selling of the stake of the Company in its subsidiary M/s. DFL Fabrics Pvt Ltd.

In the Board meeting held on 11.11.2023, it was proposed by the Board of Directors of the Company for selling the entire holding by the Company in its Subsidiary i.e., DFL Fabrics Private Limited to Mr. Mahesh Sohanlal Jhawar, Promoter Director of the Company subject to necessary approval and a postal ballot for this purpose was called on 29.12.2023, which was deemed to be passed on 29.01.2024. The voting for the postal ballot commenced on Sunday, 31.12.2023 and the last date for receiving the postal ballot forms by the Scrutinizer and e-voting was 29.01.2024.

However, after obtaining the Scrutinizer report and on declaration of results by the Chairman, it was informed that the said resolution was not passed as the required consents of the members were not received.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1 Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

CODE OF CONDUCT:

The Board of Directors of the Company has laid down required Code of Conduct. It has also adopted Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the respective Code of Conduct for the year under review. The Code of Conduct is available on the Company's website www.dfl.net.in.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has granted loan to Promtech Impex Pvt. Ltd., a Company in which Mr. Vinod Jhawar (Director of the Company) is also Director. The Company has not provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of the investments made. The details of the Loans, Investments and Guarantee covered under the provisions of Section 186 of the Companies Act, 2013 (Act), has been given under notes forming parts of the Accounts and same will be produced for verification to the members at the registered office of the Company on their request.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

Particulars required to be disclosed in pursuance of the provisions of Section 197, read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules

forms part of the annual report.

> The median remuneration of employees of the Company during the financial year 2023-24 was '2.80 lacs.

> In the financial year 2023-24, there was a decrease of 0.05 lacs (1.75%) in the median remuneration of employees.

> During the year under review there were total 22 employees who were on the roll of the Company.

> Total decrease in remunerations paid to Directors during F.Y. 2023-24 is '1.00 lacs as compared to previous year; whereas Loss after Tax is '698.16 lakhs as compared to a profit of '71.73 lakhs in 2022-23.

> Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company (i.e. Remuneration of KMP for the year is '127.05 lacks as compared to '127.44 lacks in previous year) the overall total remuneration of the Key Managerial Personnel(s) has been decreased by around '0.60 lacs lacks in 2023-24; and the company has incurred a loss of '698.15 lacs compared to Profit after Tax '71.72 lacs in the previous year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given is Annexed IV to this report.

FOREIGN EXCHANGE:

Inflow and Outflow of Foreign Exchange are given is Annexed V to this report.

RISK MANAGEMNT AND INTERNAL CONTROL:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2023-24, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

POLICY FOR PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

As required under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company has constituted an "Internal Complaints Committee" which is responsible for redressal of complaints related to sexual harassment. The necessary disclosure in terms of requirements of Listing Regulations in this regard is given below:

a) Number of complaints filed during the financial year - Nil

b) Number of complaints disposed of during the financial year - Nil

c) Number of complaints pending as on end of financial year - Nil

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2023-24, no cases in the nature of sexual harassment were reported at any workplace of the Company. CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulation,2015 declaration about the Code of Conduct is Annexed to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the 'going concern' status of the Company and its future operations. However, members' attention is drawn to the details about Contingent Liabilities and Commitments appearing in the Notes forming part of the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2023-24, till the date of this report.

The management has decided to carry out major structural renovation for its 30 years old factory building and technological advancement and upgradation for its Plant and Equipments installed and located at its Dombivali Unit ("Processing Unit") including installing BOD, COD online meter. However the Weaving Unit of the Company located at Kolhapur will remain in operations.

The management was planning to start the renovations, reformations and upgradation work from April 1st, 2023 after receiving necessary approvals from the local authorities and the Board of Directors in their meeting held on 11.11.2023 considered the matter for closing down the Dombivali factory unit subject to necessary approvals from the concern authorities.

CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There was no change in the nature of business of the Company during the year.

However, the Board meeting held on 28.05.2024, the Board decided to make suitable amendments to the Main Object of the Company by way of deletion of existing 2nd main object of the Company pertaining to Wind mill and replace with Realty activities and to carry out suitable changes to Ancillary objects and deletion of Other objects, subject to other necessary approvals and concerns.

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

FISTING, OF SHARES:

Equity Shares of your Company are listed on Bombay Stock Exchange and Calcutta Stock Exchanger and the Company has paid the necessary Listing Fees for the Year 2024-25. The Company has executed a New Listing Agreement with the Bombay Stock Exchange pursuant to SEBI (LODR) Regulation 2015.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As the company is not falling under the Top-1000 listed entities, based on market capitalization, as at 31/03/2023, the provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 is Rs. 8,58,11,000/- consisting of 85,81,100 equity shares of Rs.10/- each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

PROCEEDINGS PENDING, UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/-

Vinod S Jhawar Mukul V Jhawar

(Managing Director) (Whole Time Director)

DIN: 00002903 DIN: 07966851

Place: Mumbai Date: 04.09.2024

Registered Office:

Dhanlaxmi Fabrics Limited L17120MH1992PLC068861 Bhopar Village, Manpada Road,

Dombivli (East), Thane - 421204, Maharashtra H Email: cscompliance@dfl.net.in | Website: www.dfl.net.in SContact No. : 091-0251-2870589/ 590/ 591