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

FINANCIAL HIGHLIGHTS

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

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

TRANSFER TO RESERVES

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

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

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

CAPITAL

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

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

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

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

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNELDIRECTORS AS ON 31.03.2026

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

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

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

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

09.11.2023 for 5 years.

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

(w.e.f 01.10.2025]

KMP AS ON 31.03.2026

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

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

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

CHANGES IN BOARD AND KMP

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

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

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

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

• Mr. Ashok Kumar (DIN: 11252233)

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

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

DIRECTORS RETIRE BY ROTATION

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

MEETING OF THE BOARD

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

LOANS, GUARANTEES AND INVESTMENTS

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

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

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

PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES

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

1. Evaluation Framework and Criteria

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

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

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

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

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

2. Evaluation Process Flow

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

• Self & Peer Assessment :

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

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

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

3. Outcome of the Evaluation

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

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

PUBLIC DEPOSITS

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

COST AUDITORS

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

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

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

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

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

INTERNAL AUDITORS

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

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

STATUTORY AUDITORS

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

STATUTORY AUDITORS’ REPORT

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

from Board of Directors and are under process of compliances.

MANAGEMENT CLARIFICATIONS - COMMENTS BY INTERNAL & SECTERIAL & STATUTORY AUDITORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FRAUDS REPORTED BY AUDITORS

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

LISTING OF SHARES

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

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

VOLUNTARY DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE LTD.

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

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

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

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

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

SUBSIDIARIES AND JOINT VENTURES COMPANIES

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

PARTICULARS OF EMPLOYEES

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

CORPORATE GOVERNANCE

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

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

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

INDEPENDENT DIRECTORS

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

BUSINESS RESPONSIBILITY REPORT

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

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

UNIFORM LISTING AGREEMENT

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

WAIVER APPLICATION TO BSE LTD.

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

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

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

OPERATIONS

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

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

VIGIL MECHANISM

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

RISK MANAGEMENT POLICY

Risk Management Policy is Not Applicable to your company.

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

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

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

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

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

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

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

DETAILS OF COMMISSION RECEIVED BY MD/WTD

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

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

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

CHANGES HAPPENING DURING THE FINANCIAL YEAR

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

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

COMPLIANCES

Company has devised proper systems to ensure Compliances of Laws.

SHARE TRANSFER SYSTEM

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

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

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

= CONSERVATION OF ENERGY

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

= RESEARCH & DEVELOPMENT

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

= TECHNOLOGY ABSORPTION

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

= FOREIGN EXCHANGE EARNINGS AND OUTGO

CEO / CFO CERTIFICATION

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

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

DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

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

FINANCIAL STATEMENTS

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

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

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

DEMATERIALIZATION OF SHARES

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

EXTRACT OF ANNUAL RETURN MGT - 9

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

Kindly refer Page from 27

STATUTORY COMMITTEES OF BOARD

Kindly refer Page from 39 to 42

GENERAL SHAREHOLDERS INFORMATION

Kindly refer Page from 52 to 53

MEANS OF COMMUNICATION

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

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

E-VOTING

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

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

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

APPRECIATION

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

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

Amit Gupta Varsha Jain

Director Additional WTD Cum CFO

DIN:00074483 DIN:11704482

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

New Delhi-110060 Rohini, Delhi -110089

Date - 20.07.2026
Place - New Delhi

Your Directors have pleasure to present herewith the 41st Annual Report for the year ended 31.03.2024.

FINANCIAL RESULTS (in Ru pees)

FINANCIAL HIGHLIGHTS

During the previous years under review your company was carrying-out the business activities relating to real estate,
commission, agents, brokers, gems & jewellery, consultancy, trading/ service providers, etc., as per the Objects as
contained in MOA. Company has received the total revenue of Rs. 55,39,780.00. Net Profit after Tax for the year under
consideration is Rs. 14,38,500.00. Your Company hopes to increase its presence in the business in the coming years,
which may increase the top line and also its profitability.

TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves & Surplus account.

LIQUIDITY

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

DIVIDEND

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

CAPITAL

During the Financial Year 2023-24, there is no change in share capital:

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

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

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

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

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

Subsequent to 31.03.2024 there has been no change in authorized, issued, subscribed and paid-up equity share Capital
of the company. Authorised share capital as on 31.03.2024 is Rs. 4,00,00,000 divided into 40,00,000 Equity Shares of
Rs.10/- each and the Paid-up capital stands at Rs. 3,45,00,000/-.

DIRECTORS

In accordance with the provisions of Companies Act, 2013 and Articles of Association, Mr. Amit Gupta, Director, retires by
rotation in the ensuing AGM and being eligible, offers himself for re-appointment.

• Mr. Raj Kumar Gupta was appointed as an Additional Director on 30.04.2014 and subsequently on 23.08.2014 was
appointed as Whole Time Director & Chief Financial Officer of the Company and again re-appointed in AGM held on
25.09.2019.

• Ms. Lalita Mittal, an Independent Director w.e.f. 19.07.2014 & again re-appointed in AGM on 25.09.2019 and who
ceases to be a director on 20.09.2023 due to demise.

• Mr. Pankaj Aggarwal, an Independent Director w.e.f. 19.07.2014 & again re-appointed in AGM on 25.09.2019 and
he ceases to be a Director, upon his resignation on 17.05.2024.

• Mr. Amit Gupta is Non- Independent Director w.e.f. 29.01.2015 and again re-appointed in AGM held on 25.09.2019.

During year under review, on the recommendation received from Nomination & Remuneration Committee, Board had
appointed Mr. Rishav Gautam (DIN:07566817) as Additional Director (Non-Executive & Independent Director) with effect
from 21.05.2024 and who hold office upto the date of forthcoming 41* Annual General Meeting. Mr. Rishav Gautam is
eligible to be appointed as Director. It is proposed to appoint Mr. Rishav Gautam as an Independent Director, not liable to
retire by rotation, upto a period of five (5) consecutive years w.e.f. 21.05.2024.

During year under review, on recommendation received from Nomination & Remuneration Committee, Board had
appointed Mr. Jitendra Kumar(DIN:06614727) as Additional Director (Non-Executive & Independent Director) with effect
from 21.05.2024 and who hold office upto the date of the forthcoming 41* Annual General Meeting. Mr. Jitendra Kumar is
eligible to be appointed as Director. It is proposed to appoint Mr. Jitendra Kumar as an Independent Director, not liable to
retire by rotation, upto a period of five (5) consecutive years w.e.f. 21.05.2024.

During year under review, on recommendation received from Nomination & Remuneration Committee, Board had
appointed Ms. Neha Sarpal(DIN: 07139305) as Additional Woman Director (Non-Executive & Independent Director) with
effect from 09.11.2023 and who hold office upto the date of the forthcoming 41* Annual General Meeting. Ms. Neha Sarpal
is eligible to be appointed as Director. It is proposed to appoint Ms. Neha Sarpal as an Woman Independent Director, not
liable to retire by rotation, upto a period of five (5) consecutive years w.e.f. 09.11.2023.

Brief Profile(s) of these Director(s) are given in Notice of forthcoming 41* Annual General Meeting. The above
appointment(s) and re-appointment(s) form a part of Notice of ensuing Annual General Meeting and Resolution(s) are
recommended for Members’ approval.

Company has received Declarations from Independent Directors of Company confirming that they continue to meet the
criteria of independence, as prescribed under applicable provisions of Companies Act and Listing Regulations.
Independent Directors have also confirmed that they have complied with the Code of Conduct of Company and that they
have registered themselves as an Independent Director(s) in the data bank maintained with the Indian Institute of
Corporate Affairs. The appointment/ re-appointment is based on performance evaluation carried out by Board of Directors
in accordance with the provisions of Companies Act, 2013 & Listing Regulations.

KEY MANAGERIAL PERSONNEL

• Mrs. Preetika Mishra (ACS - 32490) has joined as Company Secretary cum Compliance Officer w.e.f. 07.02.2022.

• Shri Raj Kumar Gupta (DIN:00074532) is WTD & CFO of the Company.

MEETING OF THE BOARD

Four Meetings of Board were held during reporting period, details of which are given in CGR.

(Maximum Gap of 120 days between two consecutive Board Meetings has been complied with)

LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section-186 of Companies Act, 2013 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 (“Listing Regulations” ),Company neither has, directly nor indirectly, given any loan to its
Directors nor extended any guarantee or provide any security in connection with any loan taken by them.
PERFORMANCE EVALUATION OF BOARD MEMBERS

With a view to improve performance and effectiveness, Board Members are now increasingly deploying Board
performance evaluation tools to identify areas of improvement benchmarking themselves against leading practices.
PUBLIC DEPOSIT

Company has neither accepted nor renewed any Deposits during FY 2023-24 in terms of Chapter V of the Companies Act,
2013; therefore, information in this regard is NIL.

SECRETARIAL AUDITORS

Board has re-appointed M/s B. Bhushan & Co., Practicing Company Secretary, to conduct Secretarial Audit for FY 2024¬
25. Secretarial Audit Report and Secretarial Compliance Report for the FY 2023-24 is annexed with Directors’ Report.
There are no major serious qualifications or reservations or other adverse remarks by Secretarial Auditors in Report for
FY 2023-24 except as stated in Secretarial Audit Report & Secretarial Compliance Report and are self explanatory and
does not require/ call for anyfurther explanation from Board of Directors and same are under process of compliances.

INTERNAL AUDITORS

Internal Audit Report of FY 2023-24 does not contain any major serious adverse remarks except as stated in I nternal Audit
Report and are self explanatory and does not require/ call for any further explanation from Board of Directors and same
are under process of compliances.

Board has re-appointed M/s Mittal Jindal & Associates, Chartered Accountants, to conduct Internal Audit of FY 2024-25
under Section 138 of the Companies Act, 2013.

STATUTORY AUDITORS

To re- appoint M/s G.K. KEDIA & CO, Chartered Accountants, FRN-013016N, as statutory auditors of company, who have
confirmed their eligibility, to hold office from conclusion of this AGM till conclusion of next AGM on such remuneration as
may be fixed by Board.

STATUTORY AUDITORS’ REPORT

Auditors’ Report dated 21.05.2024, being self-explanatory, requires no Comments from the Directors and there are no
major serious reservations or qualifications or adverse remarks in Audit Report in respect to FY 2023-24, except as stated
by Secretarial Auditors and does not require/ call for any further explanation from Board of Directors and are under
process of compliances.

COST AUDITORS

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

FRAUDS REPORTED BY AUDITORS

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

Equity Shares of Company are Listed on BSE Ltd., Calcutta Stock Exchange (CSE) and Delhi Stock Exchange (DSE
stands de-recognized) & Company has complied with the requirements of listing agreement(s) during period under
review. All Quarterly & Yearly Compliances are upto-date, scanned pdf files are emailed, uploaded on BSE listing portal,
couriered by Speed-Post, xBrL submissions at Online Portal, uploaded at Company’s Website, etc.

• Listing Fee stands paid to BSE for & upto 31.03.2025.

• Annual Custodial Fee stands paid to NSDL & CDSL as per Bills recd.

VOLUNTARY DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE LTD.

This Notice is issued in compliance with Regulation 6,7 and other applicable regulations, if any, of the Securities &
Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (herein after referred as ‘Delisting regulations’) to
Equity Shareholders of “Decorous Investment & Trading Company Limited” (PAN:AAACD0851F)(herein after referred as
‘Company’) in respect of voluntary delisting of 34,50,000 Equity Shares of the face value of Rs. 10/- each, of Company
from The Calcutta Stock Exchange Limited (CSE). At present, the Shares of Company are listed on CSE and BSE Ltd.
The Board of Directors at its Meeting held on 09.11.2020, 08.11.2021 and subsequently also including on 07.02.2022, has
approved voluntary delisting of 34,50,000 Equity Shares of the face value of Rs. 10/- each, from CSE in accordance with
the Delisting Regulations and have communicated the same to CSE Listing Department. Considering CSE had seen a
halt/suspension in its trading activity since 2013, after the capital market regulator, Securities and Exchange Board of
India(SEBI), had barred trading at C-Star(the online platform of CSE), for non-compliance of clearing and settlement
norms. “It is status quo for CSE”. CSE’s own trading platform has been shut since 2013 following SEBI’s Directives and
also CSE have been asked to exit by SEBI but the matter is subjudice before Calcutta High Court while other 13 regional
stock exchanges have closed under the exit policy of SEBI.

Company has mailed various communications (Email Speed Post) to CSE in respect of De-listing of shares dated
09.03.2024, 19.03.2024, 26.03.2024 & 26.04.2024 & the matter is under follow-up process. However, the equity shares of
the company shall continue to remain listed on BSE Ltd., which is a recognized Stock Exchange and is having nation-wide
trading terminal as per Delisting regulations.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

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

SUBSIDIARIES AND JOINT VENTURES COMPANIES

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

PARTICULARS OF EMPLOYEES

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

CORPORATE GOVERNANCE

CGR is not legally applicable to the Compnay, however, Company is committed to maintain highest standards of
corporate governance and adhere to the corporate governance requirements set out by SEBI. Corporate Governance is
about maximizing shareholders value ethically and sustainably. We believe sound corporate governance is essential
criteria to enhance and retain investor’s reliance. We always seek to ensure that our performance is driven by integrity. As
required under Regulation 34(3) read with Part C of Schedule V to the SEBI (lOdR) Regulations, 2015, Report on
Corporate Governance is annexed herewith and forms part of this Annual Report. The requisite Certificate from the
Secretarial Auditors of the Company confirming compliances with conditions of corporate governance is attached to the
Corporate Governance Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Board consists of five members, one of whom is Executive (CFO) and WTD, 3 are independent directors and 1 is non¬
independent director. Board consists of appropriate mix of executive & independent & non-independent & woman
directors to maintain the independence of the Board and to separate its functions of governance and management. Policy

on Directors Nomination and Remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required u/s 178(3) and there has been no change in the Policy.
INDEPENDENT DIRECTORS

Independent Directors have additionally met 2 times in F. Y 2023-24 :

(a) To review the performance of non-independent Directors and Board as a whole,

(b) To review the performance of Board, taking into account views of executive and non executive directors;

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

DECLARATION BY INDEPENDENT DIRECTORS

Ms. Neha Sarpal, Mr. Jitendra Kumar & Mr. Rishav Gautam are Independent Directors on the Board of your company.
Company has received necessary declarations from each Independent Director u/s 149(7), and in the opinion of the
Board and as confirmed by these Directors that all of them meets the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

BOARD EVALUATION

As mandated under the SEBI (LODR) Regulations, 2015, the Board reviews and monitors the Board evaluation
framework. The Board evaluates various parameters such as decision-making, relationship with stakeholders, company
performance and strategy, checking of Board and Committee’s effective working, etc.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance
and that of its committees and directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation
of independent director shall be done by entire Board, excluding director being evaluated.

Evaluation of all the directors and the Board as a whole has been conducted and Board approved the evaluation results as
collated by the “Nomination and Remuneration Committee.”

The Board has evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by
seeking inputs on various aspects of Board/Committee Governance and considered and discussed in details the inputs
received from the Directors.

DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Annual Report of the Company contains a Certificate by the CFO / CEO in terms of Para D of Schedule V to the
SEBI(LODR) Regulations, 2015 on the declarations received from the Directors and the Senior Management personnel
affirming compliance with the Code as applicable to them during the year ended 31.03.2024.

BUSINESS RESPONSIBILITY REPORT

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

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

UNIFORM LISTING AGREEMENT

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

WAIVER APPLICATION TO BSE LTD.

BSE levied a Fine of Rs. 3,12,700/- vide communication dated 14.12.2023 for non- submission of Related Party
Transaction in XBRL Mode under Reg. 23(9) for the period ended September 30, 2023 [Fines as per SEBI circular no.
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11,2023 (Chapter-VII(A)-Penal Action for Non- Compliance)]

Company has submitted Complete & Proper Replies, from time to time in response to each e-mail from BSE, stating that
Company has fully complied with the legal Requirements & the requirements of Reg.15(2) & Reg. 23(9) of SEBI (LODR)
are not applicable to company during the period under review. Waiver Application dated 04.05.2024 has been submitted &
company is contesting the said allegation levied by BSE and the matter is under process.

OPERATIONS

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

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

VIGIL MECHANISM

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Companies Act, 2013 relating to CSR do not mandatorily apply to your company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions, if any, entered by the company during the financial year 2023-24 with related
parties were in the ordinary normal course of business and on an “arm’s length basis”. During the year, the company has
not entered into any contract/arrangement/transaction with related parties which could be considered material Except
salary to WTD & CFO and Company Secretary as well as rent for Regd. Office.

Your Directors draw attention of the members to “Notes to the Financial Statements”

Form AOC-2 which sets out Related Party Disclosures.

RISK MANAGEMENT POLICY

Risk Management Policy is Not Applicable to your company.

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

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

According to Section 134(5)(e)of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies
and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial information.

Company has a proper and adequate internal financial control system, commensurate with the size & scale of its
operations. The scope and authority of the internal Audit function is well defined in the Organization. The internal financial
control system ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded
and reported correctly. Internal Auditors independently evaluate the adequacy of internal controls and audit the
transactions.

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

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

Company has adopted the Policy for prevention of Sexual Harassment of Women at workplace and has set up Committee
for implementation of said policy and No Complaints has been received during the financial year.

DETAILS OF COMMISSION RECEIVED BY MD/ WTD

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

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

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

CHANGES HAPPENING DURING THE FINANCIAL YEAR

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements Section 134(3)(c)of Companies Act, your Directors confirm that:

(a) In the preparation of the annual accounts for the year ended 31.03.2024, the applicable accounting standards
had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at
31.03.2024 and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

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

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

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

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

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

COMPLIANCES

Company has devised proper systems to ensure compliances of Laws.

SHARE TRANSFER SYSTEM

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

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

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

A. CONSERVATION OF ENERGY

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

B. RESEARCH & DEVELOPMENT

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

C. TECHNOLOGY ABSORPTION

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

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

CEO/ CFO CERTIFICATION

In accordance with the Regulation 17(8)read with Part B of Schedule V to the SEBI (LODR) Regulations, 2015 pertaining
to corporate governance norms, Mr. Raj Kumar Gupta (DIN:00074532),WTD & CFO of the company, have certified, inter-
alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the
year ended 31.03.2024. The said Certificate forms an integral part of this Annual Report and the Certificate has been
reviewed by the Audit Committee and take non record by the Board of Directors.

FINANCIAL STATEMENTS

Annual Report of F. Y. 2023-24 of Company containing complete Balance Sheet, Statement of Profit & Loss, other
Statements and Notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors’
Report (including Management Discussion and Analysis Report and Corporate Governance Report),Etc. are being sent
via email to all shareholders who have provided their Email address(es) and to Others also Full version of Annual Report is
also available for inspection at registered office of company during working hours upto the date of ensuing AGM. It is also
available at Company‘s website www.ditco.in.

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

Please note that Members will be supplied, free of cost, Annual Report, upon receipt of written request.

DEMATERIALIZATION OF SHARES

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

EXTRACT OF ANNUAL RETURN (MGT- 9)

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

DISCLOSURES
AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of Companies Act, 2013 and Regulation 18 of SEBI
(LODR) Regulations, 2015, an Audit Committee is duly constituted/re-constituted
Audit Committee comprises of following Director-

Details of Audit Committee have been separately given in Corporate Governance Report.

Further, recommendations of Audit Committee were accepted by Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

In terms of Regulation 19 of SEBI (LODR) Regulations, 2015 and pursuant to provisions of Section 178(1) of the
Companies Act, 2013, Nomination & Remuneration Committee is duly constituted/ re-constituted.

Nomination and Remuneration Committee comprises of following Directors:-

RFMIINFRATION AND NOMINATION OOMMITTFF

Details of Nomination & Remuneration Policy and Committee are furnished in the CGR, which is annexed herewith.

SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE

In terms of Regulation 20 of SEBI (LODR) Regulations, 2015, the Stakeholders Relationship Committee is duly
constituted/ re-constituted.

Shareholders /Investors Grievance Committee comprises of following Director-

Details of Committee are furnished in the Report on Corporate Governance.
RISK MANAGEMENT COMMITTEE: Not Applicable

E-VOTING

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

The above Rule 20 of the Companies (Management and Administration) Rules, 2014 have been amended on March 19,
2015 to introduce a new concept of e-voting i.e. E-Voting at general meeting through an electronic voting system. To
comply with the requirements of new Companies Act, 2013 and to ensure good governance for its members, your
company has provided e-voting facility for its general meetings to enable its members to participate in the voting
electronically. The instruction(s) for e-voting for ensuing AGM is also provided with Notice to shareholders of this Annual
Report. Company has signed necessary agreements with NSDL and CDSL to facilitate e-voting for member(s).

APPRECIATION

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

By Order of the Board of Directors
DECOROUS INVESTMENT & TRADING CO. LTD.

Raj Kumar Gupta - DIN: 00074532

Place : New Delhi WTD & CFO

Dated : 10.08.2024

Dear Members,

The Directors present herewith the 32nd Annual Report for the year ended 31.03.2015.

FINANCIAL RESULTS

(In Rupees)

Particulars For the Year For the Year Ended 31.03.2015 Ended 31.03.2014

Income from Operations - 494,190

Sale of Jewellery 102,988,835 -

Surplus on purchase/sale of Bullion 243,249 - Commodities, etc.

Other Income 317,779 12,285

Total Income 103,549,863 506,475

Total Expenditure 101,564,115 32,116

Profit/(Loss) before tax 1,985,748 474,359

Provision for Tax 547,544 88,315

Net Profit/(Loss) 1,438,203 386,044

FINANCIAL HIGHLIGHTS

During the year under review your Company diversified into the business of Gems & Jewellery and purchase & sale of commodities, bullion, etc. Company has earned the total revenue of Rs. 103,549,863/- Net Profit after Tax for the year under consideration is Rs. 1,438,203/-. Your Company hopes to increase its presence in the business in the coming years, which may increase the top line and also its profitability.

DIVIDEND

In view of the requirement of funds for the expansion, your Directors do not consider it desirable to recommend any dividend in the current year.

SHARE CAPITAL

Authorised share capital as on 31.03.2015 is Rs. 4,00,00,000 divided into 40,00,000 Equity Shares of Rs. 10/- each and the Paid-up capital stands at Rs. 3,45,00,000/-.

The Members in their meeting held on 29th September, 2014 had approved / resolved to create, issue & allot Upto 36,00,000 (Thirty Six lacs only) Equity Shares of face value of Rs. 10/- (Rupees Ten) shares on Preferential basis to the non-promoters to finance the business activities of the Company.

During the year your company had raised the funds by Allotment of only 34,50,000 equity shares of Rs. 10/- each, out of the 36,00,000 shares, on preferential basis to non promoters to finance the business activities of the company.

DIRECTORS AND KEY MANAGERIAL PERSON

In accordance with the requirements of the Companies Act, 2013 and the Articles of Association, Mr. Prabindra Nath Baidya, Director of the Company, who retires by rotation and shown his willingness for Re-appointment.

In accordance with the section 196,197 read with Schedule V of Companies Act, 2013 Mr. Raj Kumar Gupta has been appointed as Whole Time Director & Chief Financial Officer of the Company on 23.8.2014.

Ms. Lalita Mittal was appointed as Independent Director w.e.f. 19.07.2014.

Mr. Pankaj Aggarwal was also appointed as Independent Director w.e.f. 19.07.2014.

The Resignation of Shri Navin Nischal Prasad was accepted w.e.f. 01.08.2014.

The Resignation of Shri Dhirendra Singh Bhandari was accepted w.e.f. 12.01.2015.

Mr. Amit Gupta was appointed as Additional Director w.e.f. 29.01.2015.

And Mr. Mohit Kumar (ACS-38142) was appointed as Company Secretary cum Compliance Officer of the Company on 29.01.2015.

MEETING OF THE BOARD

The followings meeting were held during reporting period BOARD MEETINGS DATES:-

S. NO DATE ON WHICH S.NO DATE ON WHICH MEETING HELD MEETING HELD

1. 11.04.2014 12. 23.08.2014

2. 23.04.2014 13. 30.08.2014

3. 30.04.2014 14. 26.09.2014

4. 26.05.2014 15. 20.10.2014

5. 30.05.2014 16. 29.10.2014

6. 30.06.2014 17. 08.12.2014

7. 01.07.2014 18. 12.01.2015

8. 11.07.2014 19. 29.01.2015

9. 15.07.2014 20. 19.03.2015

10. 19.07.2014 21. 30.03.2015

11. 01.08.2014

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirements under the provisions of the Companies Act regarding the Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards 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 are 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 ended March 31st 2015 and of the profit or loss of the Company for that period.

iii. The Directors had 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 director have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively: and

vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review, company does not have any employee who falls in this Clause.

LOANS, GUARANTEES AND INVESTMENTS

The company has not given any Loan, Guarantee, provided any Security and made an Investment during the reporting period as specified under section 186 of Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD MEMBERS

With a view to improving performance and effectiveness, progressive, Board Members are now increasingly deploying board performance evaluation tools to identify areas of improvement benchmarking themselves against leading practices. Realizing the trends and challenges, the regulators around the world have mandated board evaluations.

PUBLIC DEPOSIT

During the year under review, your company has not invited any fixed deposits from the Public and has not accepted fixed deposits and nothing is outstanding.

STATUTORY AUDITORS

To re-appoint M/s MOHAN & MOHAN, Chartered Accountants, FRN - 002612N, as statutory auditors of the company to hold office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

"RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions if any of the Companies Act 2013 or Rules made thereunder, M/s MOHAN & MOHAN, Chartered Accountants, FRN - 002612N be and is hereby re-appointed as the Statutory Auditors of the company to hold the office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

RESOLVED FURTHERTHAT Board of Directors be and is hereby authorised to fix their remuneration and to do all such acts & deeds as may be necessary in this regards."

AUDITORS'REPORT

Auditors Report in respect of the Financial Statements of 31.03.2015 is self Explanatory and does not warrant any further comments/ explanation from the Board of Directors.

SECRETARIAL AUDITOR

The Board has appointed M/s B. Bhushan & Co., Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed with Directors'Report.

Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

LISTING OF SHARES

Equity Shares of the Company are listed on Delhi Stock Exchange Limited (de-recognized by SEBI w.e.f. 19.11.2014) & Calcutta Stock Exchanges Limited. Company has complied with the requirement of Listing Agreements during the period of review.

Listing Fee stands paid to CSE for & upto-date (2015-16).

Company has also filed an Application to get all of its Shares Listed with Trading approvals to Bombay Stock Exchange Ltd and the necessary required compliances & submissions & fee payments have been made.

ALTERATION OF MOA&AOA

Company added / altered/ changed its Main Objects clause in the Memorandum of Association in order to bring the Memorandum of Association and Articles of Association in conformity with the provisions of the Companies Act, 2013 and to enlarge its area of business operations. The Board of Directors have decided to add dealing in the Gems & Jewellery, bullion & Commodities, etc., to the main objects clause of the Memorandum of Association.

Company altered the Articles of Association and adopted New Set of Articles of Association based on Table 'F' of the Companies Act, 2013. Company has also received "Certificate of Registration of the Special Resolution Confiriming Alteration of Object Clause(s)" dated 17.11.2014fromRegistrarof Companies, Shillong.

SHIFTING OF REGISTERED OFFICE

Registered office of the Company is presently situated in Guwahati, Assam and Corporate Office is in Delhi. Most of the shareholders of the Company, business dealings & activities of the Company take place in Delhi. Further Company is into the business(es) of Gems & Jewellery, Bullion & Commodities, etc., therefore it has been thought fit to shift the registered office of the Company from the State of Assam to Delhi for the purpose of administrative convenience, expansion, diversification, economy, etc. For aforesaid purpose a petition has already been filed to Regional Director, Shillog, for shifting of Registered office.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

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

A. CONSERVATION OF ENERGY

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

B. RESEARCH & DEVELOPMENT

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

C. TECHNOLOGY ABSORPTION

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

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, Earnings & Outgo are given as below:-

31.03.2015 (Amt.) 31.03.2014 (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

DISCLOSURES

AUDIT COMMITTEE

Composition of Audit Committee:

Sr. No. Name of the Director Category of Director

1. Mr. PankajAggarwal Chairman, Non-Executive & Independent Director

2. Mr. Raj Kumar Gupta Executive & Non-Independent Director

3. Ms. Lalita Mittal Non- Executive & Independent Director

REMUNERATION AND NOMINATION COMMITTEE

Composition of Remuneration and Nomination Committee :

Sr. No. Name of the Director Category of Director

1. Mr. Pankaj Aggarwal Chairman, Non- Executive & Independent Director

2. Ms. Lalita Mittal Non- Executive & Independent Director

3. Mr. Raj Kumar Gupta Executive & Non- Independent Director

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

Composition of Shareholders / Investors Grievance Committee :

Sr. No. Name of the Director Category of Director

1. Mr. Raj Kumar Gupta Chairman, Executive & Non- Independent Director

2. Ms. Lalita Mittal Non- Executive & Independent Director

3. Mr. P. N. Baidya Non- Executive & Non- Independent Director

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith Board Report

APPRECIATION

Your Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company as well as Stock Exchanges & Other Institutions for their co-operation and continued support.

b) The Shareholders & Others for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

By Order of the Board of Directors For DECOROUS INVESTMENT&TRADING CO. LTD.

Place: New Delhi

Dated: 31.07.2015 Raj Kumar Gupta - DIN: 00074532 Whole Time Director & CFO 1/11682, Panchsheel Park, New Delhi-110032

Dear Members,

The Directors present herewith the 31st Annual Report for the year ended 31.03.2014.

FINANCIAL RESULTS (In Rupees)

Particulars For the Year Ended For the Year Ended

31.03.2014 31.03.2013

Income from Operations 494,190 —

Other Income 12,285 12,275

Total Income 506,475 12,275

Total Expenditure 32,116 26,839

Profit/(Loss) before tax 474,359 (14,564)

Provision for Tax 88,315 —

Net Profit/(Loss) 386,044 (14,564)

FINANCIAL HIGHLIGHTS

During the year under review your Company's performance was good as compared to previous year. Company has earned the total revenue of Rs. 506475 as compared to Rs. 12275 in previous Financial Year. Net Profit after Tax for the year under consideration is Rs. 386,044/- in comparison to loss of Rs. 14564/- in previous Financial Year. Your Company hopes to increase its presence in the business in the coming years, which should increase the top line and also its profitability.

DIVIDEND

In view of the requirement of funds for the expansion on the anvil, your Directors do not consider it desirable to recommend any dividend in the current year.

SHARE CAPITAL

The Authorised share capital of the Company as on 31.03.2014 was Rs. 1,25,00,000 divided into 12,50,000 Equity Shares of Rs. 10/- each and the paid-up capital of the Company as on 31.03.2014 was Rs. 20,00,000.

The Board of Directors in their meeting held on 23rd August, 2014 has decided to create, offer, issue & allot Upto 36,00,000 (thirty six lacs only), or lower number of shares as subscribed, Equity Shares of Rs. 10/- each, in such form & manner, in one or more lots/issues, upon such terms & conditions, to the Non-Promoters to finance the business activities of the Company. In order to give effect to the said decision it has also been decided to increase the Authorised share capital of the Company from existing by an amount of Rs. 2,75,00,000/- and the Authorised Share Capital of the Company after considering the aforesaid increase shall be at Rs. 4,00,00,000/-.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association Mr. Prabindra Nath Baidya, Director of the Company, retires by rotation and shown his willingness for Re-appointment. In accordance with the section 161 (1) of Companies Act, 2013 Mr. Raj Kumar Gupta who was appointed as the Additional Director of the Company by the Board of Directors in their meeting held on 30.04.2014 and his office shall be determined at this Annual General meeting and the Company has received the requisite Notice in writing from a member proposing the appointment of Mr. Raj Kumar Gupta as the Whole Time Director and Chief Financial Officer of the Company in the ensuing Annual General Meeting.

Ms. Lalita Mittal and Mr. Pankaj Aggarwal were also appointed as Additional Independent Directors w.e.f. 19.07.2014 in its meeting held on 19.07.2014. Brief resume of Directors proposed to be appointed, nature of their experience in their specific functional areas, Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholdings as stipulated under Clause 49 of the listing agreement with Delhi Stock Exchange forms part of the Notice.

The Resignation of Shri Navin Nischal Prasad was accepted w.e.f. 01.08.2014.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards 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 are 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 ended March 31st 2014 and of the profit or loss of the Company for that period.

iii. The Directors had 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.

PARTICULARS OF EMPLOYEES

During the year under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any fixed deposits from the Public and has not accepted fixed deposits.

AUDITORS

M/s ANUJ GARG & CO., Chartered Accountants, New Delhi, M. No. 082422, Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting and have not offered/consented for re-appointment. The Board of Directors recommends to consider & to appoint of M/s MOHAN & MOHAN, Chartered Accountants, New Delhi, having FRN 002612N as the Statutory Auditors of the Company.

AUDITORS' REPORT

Auditors Report in respect of the Financial Statement for the current Financial Year is self Explanatory and does not warrant any further comments / explanation from the Board of Directors.

CORPORATE GOVERNANCE REPORT

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis & Corporate Governance and Certificate from the Whole Time Director & CFO are included in the Annual Report.

FORMATION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013 are given in the Corporate Governance Report annexed and forms part of the Notice.

LISTING OF SHARES

Equity Shares of the Company are listed on Delhi Stock Exchange Limited only. Company has complied with all the requirement of listing agreement during the period under review.

Listing Fee stands paid for & upto-date (2014-15).

APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT

At present Alankit Assignments Limited is the Registrar & Share Transfer Agent of the Company. Members may contact the RTA for resolution of any query related to transfers of shares or for effecting transfer of Equity shares, corporate actions, etc.

DEMATERIALISATION OF EQUITY SHARES

Directors have considered the Dematerialization of the Equity Shares of the Company in the interest of the Members in order to provide them safer mode of holding the equity shares and also the faster mode of share transfer. The Directors have taken effective steps for joining the NSDL & CDSL.

ALTERATION OF OBJECTS

The Company proposes to add to / alter/ change its Main Object clause in the Memorandum of Association in order to bring the Memorandum of Association and Articles of Association in conformity with the provisions of the Companies Act, 2013 and accordingly to Delete Sub-Clause (c) of Clause III - "Other Objects" of the Memorandum of Association, and to enlarge its area of business operations. The Board of Directors has decided to add the Real Estate, Agency business, Education, etc., to the main objects clause of the Memorandum of Association. In terms of section 14, 110 of the Companies Act 2014 read with the rule 22 of the Companies (Management and Administration) Rules 2014, aforesaid matter require the approval of the shareholders through postal ballot by way special resolution. The Board of Directors in its Meeting held on 23rd Day of August, 2014 has approved the Notice of Postal Ballot & Postal Ballot Form for the aforesaid purpose. Shareholders are requested to send their assent / dissent in respect of the aforesaid resolution through Postal Ballot.

A Postal Ballot Form and "self addressed prepaid postage reply envelope" has been attached. Shareholders are requested to send their assent / dissent in respect of the aforesaid resolution through postal ballot before 24.09.2014.

SHIFTING OF REGISTERED OFFICE

The Registered Office of the Company is presently situated in Guwahati, Assam and corporate office is in Delhi. Most of the business dealings & activities of the Company take place in Delhi. Further Company also proposes to engage into the business(es) of Real Estate, Agency, Education, etc., therefore it has been thought fit to shift the registered office of the Company from the State of Assam to National Capital Territory of Delhi for the purpose of administrative convenience expansion, diversification, economy, etc. For aforesaid purpose a resolution has been placed in the Notice of Postal Ballot. The aforesaid resolution is required to be passed by way of Postal Ballot; therefore members are requested to send their Assent/ Dissent through Postal Ballot.

A Postal Ballot Form and "self addressed prepaid postage reply envelope" has been attached. Shareholders are requested to send their Assent / Dissent in respect of the aforesaid resolution through postal ballot before 24.09.2014.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

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

A. CONSERVATION OF ENERGY

The company did not use any energy during the year under review.

Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

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

C. TECHNOLOGY ABSORPTION

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

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, Earnings & Outgo are given as below:-

31.03.2014 31.03.2013 (Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders & Others for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

By Order of the Board of Director For DECOROUS INVESTMENT & TRADING CO. LTD.

Place : New Delhi Dated: 23.08.2014

Raj Kumar Gupta DIN: 00074532 Whole Time Director & CFO

Dear members,

The Directors of your company have pleasure in presenting the 30th Annual Report and the audited statement of Accounts for the year 31st March 2013.

FINANCIAL RESULTS

The business of the company during period under consideration resulted in Loss of Rs. 14,564/- (Previous year profit of Rs.20.465/-)

OPERATIONS

During the year under review, the company has taken various steps to improve business activities. Despite depressed market conditions, the performance of the Company during the year under review should be considered satisfactory.

DEPOSITS

The company has not accepted any deposits from the public u/s 58A of the companies Act: 1956, steps are being taken to keep Inter corporate within the prescribed limits, if any and maintain liquid assets as prescribed.

AUDITORS

The shareholders arc requested to appoint Auditors of the company for the current year to hold office till the conclusion of the next Annual General Meeting, M/s Anuj Garg & Co, Chartered Accountants, the retiring auditors, being eligible to offer themselves for reappointment.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under section 217 of the companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Energy Conservation :N.A.

Technology Absorption :N.A.

Foreign Exchange Earning out go :N1L.

CORPORATE GOVERNANCE:

The SEBI has introduced a code of Corporate governance for implementation by the listed companies through amendment in the listing agreement. As per the amendment, this code is required to be implemented having paid-up capital of Rs. 3 crores or more.

RECTORS' RESPONSIBILITY STATEMENT :

1.) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures'

2.) The directors had selected such accounting policies and applied them consistently and judgments and estimates that are 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 the period;

3.) The directors had 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;

4.) The directors had prepared the annual accounts on going concern basis.

SECRETARIAL COMPLIANCE AS REQUIRED US 383A

Secretarial compliance report is enclosed as required u/s 383 A of the Companies Act, 1956.

By order of the Board of Directors For DECOROUS INVESTMENT & RADING CO. LTD

(P.N.BAIDYA) (D. S. BHANDARI) director director

PLACE NEW DELHI DATED : 31-08-203

Dear Membrs,

The Directors of your company have pleasure in presenting the 29th Annual Report and the audited statement of Accounts for the year 31st March 2012.

FINANCIAL RESULTS

The business of the company during period under consideration resulted in Profit of Rs. 20,465/- (profit of Rs. 6524/-)

OPERATIONS

During the year under review, the company has taken various steps to improve business activities. Despite depressed market conditions, the performance of the Company during the year under review should be considered satisfactory.

DEPOSITS

The company has not accepted any deposits from the public u/s 58A of the companies Act; 1956, steps are being taken to keep Inter corporate within the prescribed limits, if any and maintain liquid assets as prescribed.

* AUDITORS

The shareholders are requested to appoint Auditors of the company for the current year to hold office till the conclusion of the next Annual General Meeting, M/s Anuj Garg & Co, Chartered Accountants, the retiring auditors, being eligible to offer themselves for reappointment.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under section 217 of the companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Energy Conservation :N.A.

Technology Absorption :N.A.

Foreign Exchange Earning out go :NIL.

CORPORATE GOVERNANCE :

The SEBI has introduced a code of Corporate governance for implementation by the listed companies through amendment in the listing agreement. As per the amendment, this code is required to be implemented having paid-up capital of Rs. 3 crores or more.

DIRECTORS' RESPONSIBILITY STATEMENT:

* I.) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures'

2.) The directors had selected such accounting policies and applied them consistently and judgments and estimates that are 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 the period;

3.) The directors had 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;

4.) The directors had prepared the annual accounts on going concern basis.

SECRETARIAL COMPLIANCE AS REQUIRED US 383A

Secretarial compliance report is enclosed as required us 383A of the Companies Act, 1956.

By order of the Board of Directors For DECOROUS INVESTMENT & TRADING CO. LTD

P.N.BAIDYA D.S. BHANDARI DIRECTOR DIERCTOR PLACE : NEW DELHI DATED : 03-09-2012