DCW Limited has announced that its Board of Directors will convene on February 10, 2026, to review the company's third quarter financial performance and consider an interim dividend proposal. The meeting notification was issued on February 3, 2026, in compliance with regulatory requirements.

Board Meeting Agenda

The upcoming board meeting will address two primary matters of significant importance to shareholders and stakeholders:

Trading Window Closure

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, DCW Limited has implemented a trading window closure for dealing in the company's securities. This measure, continuing from the company's previous communication dated December 29, 2025, ensures compliance with insider trading prevention norms.

The trading window will remain closed until 48 hours after the public declaration of the financial results, providing adequate time for market participants to assess the disclosed information.

Regulatory Compliance

The board meeting notification has been issued pursuant to Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has formally communicated this information to both major stock exchanges where its shares are listed:

• National Stock Exchange of India Ltd. (Scrip Code: DCW)
• BSE Limited (Scrip Code: 500117)

The notification was signed by Dilip Darji, Senior General Manager (Legal) & Company Secretary, ensuring proper authorization and compliance with corporate governance standards.

DCW Limited has successfully obtained approval from the National Company Law Tribunal (NCLT) Ahmedabad for its amalgamation scheme involving two transferor companies. The tribunal sanctioned the scheme on January 22, 2026, marking a significant step in the company's corporate restructuring initiative.

NCLT Approval Details

The NCLT Ahmedabad Bench, comprising Hon'ble Member (Judicial) Mr. Shammi Khan and Hon'ble Member (Technical) Mr. Sanjeev Sharma, approved the amalgamation scheme with the appointed date of July 1, 2024. The scheme involves the merger of Dhrangadhara Trading Company Private Limited (Transferor Company 1) and Sahu Brothers Private Limited (Transferor Company 2) with and into DCW Limited (Transferee Company).

Company Financial Overview

The financial profiles of the companies involved in the amalgamation demonstrate the scale and nature of the transaction:

Share Capital Structure

The amalgamation will result in specific changes to the share capital structure of the involved entities:

Share Exchange Mechanism

Under the approved scheme, equity shareholders of the transferor companies will receive newly issued shares in DCW Limited. The consideration structure includes:

• Dhrangadhara Trading shareholders: 12,80,500 fully paid equity shares of ₹2.00 each in DCW Limited
• Sahu Brothers shareholders: 5,24,59,860 fully paid equity shares of ₹2.00 each in DCW Limited

The shares will be issued in proportion to existing holdings in the respective transferor companies.

Strategic Rationale

The amalgamation scheme serves multiple strategic objectives for the promoter group. The primary rationale includes streamlining the holding structure in DCW Limited, enabling direct shareholding by promoters, and reducing shareholding tiers. The scheme reinforces the promoter group's direct commitment and engagement with DCW Limited while maintaining unchanged shareholding percentages pre and post-amalgamation.

Regulatory Compliance and Approvals

The NCLT approval came after comprehensive regulatory scrutiny and stakeholder consultations. The tribunal received representations from various statutory authorities including the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department. All regulatory authorities provided their observations and requirements, which the petitioner companies addressed through appropriate undertakings.

The scheme received unanimous approval from equity shareholders of all petitioner companies and secured/unsecured creditors of DCW Limited during meetings held on November 15, 2025. Stock exchanges BSE Limited and National Stock Exchange of India Limited issued no-objection letters dated August 13, 2025, and August 14, 2025, respectively.

Implementation Timeline

Following the NCLT approval, DCW Limited must complete several post-approval formalities within specified timeframes. The company is required to file certified copies of the order with the Registrar of Companies within 30 days and lodge the order with stamp duty authorities for adjudication within 30 days. The transferor companies will be dissolved without winding up procedures upon completion of all regulatory requirements.