'ANNUAL REPORT of FY 2025-26' containing NOTICE of AGM with Instructions & Notes, Directors Report, MGT-9, Secretarial Audit & Compliance Reports, Management Discussion & Analysis Report, ....

43rd Annual Report 2025-26 DECOROUS INVESTMENT AND TRADING COMPANY LIMITED DECOROUS INVESTMENT AND TRADING COMPANY LIMITED DECOROUS INVESTMENT & TRADING CO. LIMITED CIN : L671200L1982PLC289090 R-489, GF- B, New Rajinder Nagar, New Delhi-110060 43" Annual General Meeting Table of Contents 1. Corporate Information 2 2. Notice of Annual General Meeting and NOTES and instructions, 3-14 Profile of Retiring Directors, Explanatory Statement, Etc. 3 Director's Report 15-26 4 MGT-9 Extract of Annual Return, SHP, Details of Shareholders, Etc. 27-34 5 Management Discussionand Analysis Re port 35-36 6. Report on Corporate Governance 37-38 7 Statutory Committee(s), Details of AGM & EoGM, Disclosures 39-46 8 PCS Certificate on Non-Disqualification of Directors 47 9 PCS Certificate on Compliance with Corpo rate Governance 48 10. | Shareholding Pattern 49-50 11. | AOC-2 Related Party Disclosures 51 12. |General Shareholder Information 52-53 13. |WTD & CFO Certification u/s 17(8) 54 14. | Secretarial Audit Report 55-57 15. | Secretarial Compliance Report 58-64 16. |Independent Statutory Audit Report 65-74 17. | Audited Standalone Annual Accounts as at 31.03.2026 75-96 Schedules & Notes to Accounts 18. |E- Voting Particulars and List of Resolutio n(s) 97 19. |ROUTE MAP 98 20. | Proxy Form and Attendance Slip 99 43™ ANNUAL GEN ERAL MEETING Date 20.08.2026 Day THURSDAY Time 11:00 A.M. VENUE REGISTERED OFFICE : at R - 489, GF - B, New Rajinder Nagar, New Delhi - 110060 E mail & Mobile no. decorous1982@gmall.com, 9811108800 Annual Report 2025-26 Page 1 DECOROUS INVESTMENT AND TRADING COMPANY LIMITED CORPORATE INFORMATION BOARD OF DIRECTORS Ms. Varsha Jain DIN : 11704482 Additional Executive Director cum CFO appointedon 29.05.2026 Mr. Ashok Kumar DIN : 11252233 Non - Executive Non - Independent Director appointedon 29.05.2026 Mr. Amit Gupta DIN: 00074483 Non - Executive Non - Independent Director appointedon 29.01.2015 Mr. Rishav Gautam DIN : 07566817 Non - Executive Independent Director appointed on 21.05.2024 Mr. Jitendra Kumar DIN : 06614727 Non - Executive Independent Director appointedon 21.05.2024 Ms. Neha Sarpal DIN : 07139305 Non - Executive Independent Director appointedon 09.11.2023 Mrs. Preetika Mishra ACS : 32490 CS & Compliance Officer wef. 07.02.2022 STATUTORY AUDITORS CIN L67120DL1982PLC289090 M/s SMGA &Co.,, Date of incorporation 14730 dated 22.11.1982 Chartered Accountants FRN - 014671C CA Shubh Narayan Singh, Partner Date of commencement 14730 dated 15.12.1982 Membership No.: 511932 PAN AA ACD0851F Address: 1019, Naurang House, 21, K.G Marg, Connaught Place, TAN DELD15977D New Delhi-110001 GST 07 AAACD0851F2Z3 Tel : 011-43067846, 9810096290 Email Id : smgaandco@gmail.com ISIN INE183R01010 SECRETARIAL AUDITORS INTERNAL AUDITORS B. BHUSHAN & CO. MITTAL JINDAL & ASSOCIATES Company Secretaries, COP No.: 14469 Chartered Accountants, FRN - 001467N Mr. Bharat Bhushan, Proprietor Mr. Satish Kumar Gupta, Proprietor Membership No.: A31951 Address: 1195, Gali Babu Ram, M. No.: 080984 Sita Ram Bazar, Delhi-110006 Address: 7 / 18, Ansari Road, Darya Ganj, Tel : 9650555376, New Delhi-110002 Email Id : b.bhushanandcompany @gmail.com Tel: 011 - 23275297, 9312223014 Email Id: hmkd900 @gmail.oom BANKERS REGISTRAR AND SHARE TRANSFER AGENT 1. Punjab National Bank,New Rajendra Nagar Alankit Assignments Limited New Delhi-110060 R.O: 4E/2, Jnandewalan Extension, New Delhi-110055 C.0: 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi-110055 Tel: 011-42541234, 23541234 LISTING: 1. Bombay Stock Exchange BSE 2. Calcutta Stock Exchange CSE (Resolved & applied for Delisting) 3. Delhi Stock Exchange DSE (DSE stands de-recognized) CONTACTS DETAILS Mob. : 9811108800 decorous1982 @gmail.com Website : www.ditco.in Members are requested to kindly Update their Contact details, Address, PAN, Email,Mobile,etc., for your Company & Updates, Announcements, Results, Reports, Correspondence, etc. Regd. Office: R - 489, GF - B, New Rajinder Nagar, New Delhi - 110060 Page 2 Annual Report 2025-26 DECOROUS INVESTMENT AND TRADING COMPANY LIMITED DECOROUS INVESTMENT & TRADING CO. LIMITED CIN : L671200L1982PLC289090 R-489, GF-B, New Rajinder Nagar, New Delhi-110060 Notice of 43" Annual General Meeting NOTICE is hereby giventhat 43rd annual general meeting of the members of the company will be heldon Thursday, 20th August, 2026 at 11:00am atthe registered office of the company situated at R-489, GF-B, New Rajinder Nagar, NEW Delhl-110060, to consider and transact the Agenda / Business(es) mentioned below: - ORDINARY BUSINESS - ORDINARY RESOLUTION(S) ITEM NO.-1: To receive, consider and adopt the Audited Balance Sheet as at 31” March 2026 and the Statement of Profit and Loss & Cash Flow Statements, etc. for the year ended on that date alongwith the Reports of Auditors and Directors thereon. ITEM NO.- 2: To appoint a Director in place of Mr. Amit Gupta (DIN: 00074483) who retires by rotation and being eligible offers himself for re-appointment as a Director. ITEM No.-3: To appoint a Director in place of Mr. Ashok Kumar (DIN: 11252233) who retires by rotation and being eligible offers himself for re-appointment as a Director. ITEM No.-4: Appointment of M/sS MGA&CO., Chartered Accountants, FRN No. 014671C, as Statutory Auditors of the Company for a term of Five consecutive years. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION :- “RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and pursuant to the Recommendation of the Audit Committee and the Board of Directors, M/s SMGA&Co., Chartered Accountants, (Firm Registration No. 014671C), who have offered themselves for appointment and have confirmed their eligibility to be appointed as Statutory Auditors, be and are hereby appointed as the Statutory Auditors of the Company fora term of Five consecutive years. RESOLVED FURTHER THAT M/s SMGA&Co,, shall hold office for a term of five (5) consecutive years, commencing from the conclusion of this 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company to be heldin the year 2031, 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. RESOLVED FURTHER THAT any Director or the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution.” Annual Report 2025-26 Page 3 DECOROUS INVESTMENT AND TRADING COMPANY LIMITED SPECIAL BUSINESS - SPECIAL RESOLUTION ITEMNoS5: APPOINTMENT OF MS. VARSHAJAINASANADDITIONALEXECUTIVEDIRECTORCUM CHIEF FINANCIAL OFFICER (WTD cum CFO) OF THE COMPANY To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 161(1), 196, 197, 198, 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Rule 8 and 11 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Rule 3 and 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of Regulations 17, 17A, 26(6), and 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”), and subject to the Articles of Association of the Company and the approval of the Shareholders at the ensuing General Meeting / Annual General Meeting of the Company, and based on the recommendation of the Nomination and Remuneratio [Showing first 8,000 characters — download PDF for full document]