7. Consolidated Financial Statements

In accordance with the Act and implementation requirements of Indian Accounting Standards ("IND-AS") on accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report.

8. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Companies Act, 2013.

9. Maintenance of cost records

The Company is not required to maintain cost records as per Section 148(1) of the Companies Act, 2013.

10. Promoter Group's Shareholding

In view of the completion of the Open Offer, the Board noted the reclassification of Promoters of the Company as follows:

• The existing promoters reclassified as Non-Promoters are Banwari Lal Mahansaria HUF, Barun Mahansaria, Bimla Mahansaria, Banwari Lal Mahansaria, Raj Kumar Mahansaria and Upturn Developers LLP.

• Kiran Dalmia, Kamla Devi Jindal, Vibha Jindal, Sandeep Jindal, Vijay Laltaprasad Yadav, Allied Commodities Private Limited, Basudev Dealers LLP, Prompt Vanijya LLP and Intellect Stock Broking Limited were reclassified as promoters/promoter group in accordance with applicable laws and regulations. Necessary disclosures under SEBI (LODR) Regulations, 2015 have been made to the Stock Exchanges.

This change in the promoter group does not affect the continuity of management or the business operations of the Company.

The Board places on record its appreciation for the contributions made by the outgoing promoter(s) during their tenure and welcomes the incoming promoter(s) to the Company.

As on March 31, 2026, the entire shareholding of promoter(s) and promoter group is in dematerialized form.

11. Statutory Auditors

M/ s. Arvind Baid & Associates, Chartered Accountants, (Firm Registration No. 137526W), were appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 42nd Annual General Meeting till the conclusion of the 47th Annual General Meeting, at such remuneration as may be decided by the board in consultation with the Auditors.

M/ s. Arvind Baid & Associates, have audited the books of accounts of the Company for the financial year ended March 31, 2026 and have issued the Auditors' Report thereon.

12. Auditor's Report

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/ or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2026. Hence, they do not call for any further explanation or comment u/ s 134 (3) (f) of the Companies Act, 2013.

13. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Mrs. Twinkle Agarwal, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for a period of five consecutive years commencing from F.Y 2025-26 till F.Y 2029-30. The Secretarial Audit Report is annexed to the Board Report. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report. This report is unqualified and self-explanatory and does not call for any further comments.

Further, the Company has received certificate of Non- Disqualification of Directors from Mrs. Twinkle Agarwal, Company Secretary. The same forms part of this annual report.

14. Internal Audit Report

M/ s RJPS & Associates, Chartered Accountants, Internal Auditor has submitted a report for the financial year 2025-26 based on the internal audit conducted during the year under review.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

15. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported, any incident of fraud committed in your Company by any of its Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

16. Share Capital

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- divided into

2.40.00. 000 Equity Shares of face value of Rs. 10/- each.

As on 31.03.2026, the issued, subscribed and paid-up Share Capital of your Company is Rs.

20.91.00. 000/- divided into 2,09,10,000 Equity Shares of face value of Rs. 10/- each.

A. Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

B. Buy Back of Securities

The company has not bought back any of its securities during the year under review.

C. Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has not issued any bonus shares during the current financial year.

D. Preferential Issue of Capital

Pursuant to the shareholders approval dated 07.01.2025, in-principle approval received from BSE dated 08.01.2025 and approval of the Board of Directors dated 20.01.2025,

45,00,000 convertible warrants and 25,00,000 equity shares were issued by the Company to the persons belonging to promoter category on preferential basis @ Rs 60/- (including premium of Rs 50/-).

Pursuant to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the warrant holders had already paid 25% (Rs. 15/- per warrant) of the issue price of the warrant as the warrant subscription price at the time of allotment. The balance 75% (Rs.45/- per warrant) of the issue price of warrants was to be paid at the time of exercise of option to apply for fully paid -up Equity shares of Rs. 10/- each of the Company, against each such warrants held by the warrant holder within a period of 18 months from the date of allotment.

Out of the said warrants, 19,00,000 warrants have been converted into 19,00,000 equity shares of face value of Rs 10/- each upon receipt of balance 75% subscription money dated 21.03.2026. Company received Listing approval for the aforesaid equity shares from BSE on 21.04.2026 and trading approval on 05.05.2026.

Further 23,38,000 warrants were converted into 23,38,000 equity shares of face value of Rs 10/- each upon receipt of balance 75% subscription money dated 06.06.2026. Company received Listing approval for the aforesaid equity shares from BSE on 29.06.2026 and trading approval on 06.08.2026.

Money was raised with an object to acquire/ make investments in similar line of business activity, meeting long term funding requirements of the Company, working capital and general corporate purposes in order to support the future growth plan of the Company. Details of fund raised and utilized from 01.04.2025 till date are as follows:

Amount of fund raised- Rs 19.07 crores Amount of fund utilized- Rs 19.07 crores

The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

As mentioned above, that out of the total 45,00,000 Warrants allotted by the Company,

42.38.000 warrants were converted into equity during the said tenure of 18 months. Further, the Company has not received any application for conversion of the remaining

2.62.000 warrants within the prescribed period, i.e., on or before July 19, 2026. In terms of Regulation 162(1) of the SEBI ICDR Regulations and the terms of issue of warrants, the said 2,62,000 warrants lapsed on July 19, 2026. Accordingly, the Board of Directors of the Company, at its meeting held on July 25, 2026 approved the forfeiture of 2,62,000 Warrants.

The amount received towards subscription money on the aforesaid forfeited warrants, aggregating to Rs. 39,30,000/- stands forfeited by the Company upon such lapse.

17. Annual Return

18. Board of Directors and Key Managerial Personnel :

Your Company's Board is duly constituted in compliance with the requirement of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). At the end of the Financial Year, the Company comprises of the following Directors:

*Mrs. Rashmi Biham has been appointed as Non - Executive Independent Director of the w.e.f

12.02.2026.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations).

In compliance with Companies Act, 2013 and pursuant to the Articles of Association of th< Company, Mr. Navaneet Lal Damani, Non- Executive Director retires by rotation and bein^ eligible has offered himself for re-appointment. The Board recommends the same for th< approval of the Shareholders.

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel ("KMP") of the Company as on March 31, 2026:

• Mr. Vijay Laltaprasad Yadav, Managing Director

• Mr. Ankit Ladha, Company Secretary and Compliance Officer

• Mr. Arvind Kumar Patel, Chief Financial Officer

a) Changes in Directors and Key Managerial Personnel

Following changes took place during the year under review:

• Ms. Ankita Darji resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 19th July, 2025.

• Mr. Ankit Ladha was appointed as the Company Secretary and Compliance Officer of the Company with effect from 14th August, 2025.

• Mr. Vijay Laltaprasad Yadav was re-appointed as Managing Director of the Company for a further term of 5 (five) years commencing from 6th November, 2025 to 5th November, 2030, pursuant to shareholders approval at the AGM held on 27th September, 2026.

• Mrs. Shrena Kalpesh Shah resigned from the position of Independent Director of the Company from the close of business hours on 12.02.2026. As per the resignation letter received from Mrs. Shrena, she was unable to devote time and attention to the affairs of the company due to her increasing professional commitments. She further stated that there were no other material reason other than above for resignation.

• Mrs. Rashmi Bihani was appointed as additional Independent Director of the Company with effect from 12.02.2026 to hold office for a term of five years, subject to the approval of shareholders at the General Meeting. Her appointment was further regularized at the EGM held on 30.03.2026.

• Consequent to the Resignation of Mrs. Shrena Kalpesh Shah, who was the Chairperson of the Board of Directors of the company, Mr. Vijay Laltaprsad Yadav was appointed as the Chairperson of the Board of Directors of the Company with effect from 12th February, 2026.

Further at the Board Meeting held on 04.09.2026, following changes took place which are subject to the shareholders approval at the ensuing AGM:

• Mr. Amit Bharat Agrawal & Mr. Prakash Shyamsundar Modi were appointed as Independent Directors. •

• Mr. Premkumar Pawankumar Goyal was appointed as Non-executive Non-Independent Director.

b) Declaration by an Independent Director(s) and re- appointment

Independent Directors of the Company have confirmed that they meet the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and clause (b) of sub-regulation (1) of regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same.

c) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the NonIndependent Directors of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board.

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

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors was completed. The evaluation framework for assessing the performance of directors of your company comprises of contribution at meetings, strategies perspective or inputs regarding the growth and performance of your company among others.

28. Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility is not applicable to the Company as the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the financial year.

* Note: any surplus in Profit & Loss Account, on measurement of fair value of asset and liability at fair value is excluded.

29. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

30. Change in Registered Office Address

The registered office of the Company was shifted within the local limits of the city, town or village from Flat No. B-002, Dreamax Vega, Upadhyay Compound, Pump House, Jijamata Road, Andheri (East), Mumbai-400093 to 901, 9th Floor, Crescent Royale, CTS No. 720 / 4246, Oshiwara Village, Andheri (West), Near VIP Plaza, Off New Link Road, Mumbai - 400053 with effect from 18th July, 2025.

31. Change in Name of the Company

Over time, company has established a group structure comprising various wholly owned subsidiaries, several of which operate under the "Dreamax" brand name. In order to align the name of the Company with the brand identity adopted by its group entities/ subsidiaries and to create a consistent and unified corporate identity across the group, the board of directors at the meeting held on 6th March, 2026 proposed to change the name of the company from Balgopal Commercial Limited to Dreamax Ventures Limited or such other name as may be approved by the Registrar of Companies.

Company has received approval from ROC dated 4th September, 2026 for reservation of the name "DREAMAX ENTERPRISES LIMITED" for the proposed change of name of the

Company from "BALGOPAL COMMERCIAL LIMITED" and the proposal for change of name is being placed before the Members at the ensuing AGM to be held on 30.09.2026, along with consequential alteration of the Memorandum of Association.

32. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

33. Corporate Insolvency

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

34. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees or investments made by your Company, if any, under Section 186 of the Companies Act, 2013 during the financial year 2025-26 is appended in the notes to the Financial Statements that form part of this Annual Report.

35. Particulars of Contracts or Arrangements with Related Parties:

All related party transactions are placed before the Audit Committee and Board for review and approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All related party transactions, entered into during the financial year under review, were on an arm's length basis and were in the ordinary course of business. At the EGM held on 30.03.2026, prior approval was taken from the shareholders for entering into certain material related party transactions and transactions already entered into were ratified. Related party transactions entered during the year under review forms part of this annual report as Note 29 to the financial statements.

The details required under Section 134(3)(h) of the Act are mapped in Form AOC-2 is annexed herewith and forms part of this Annual Report.

36. Managerial Remuneration

Mr. Vijay Laltaprasad Yadav, Managing Director of the company was paid remuneration of Rs. 27,00,000/- during the year under review.

Mr. Navneet Lal Damani, is a Non-Executive Director of the Company was paid a Remuneration of Rs. 6,00,000/- during the year under review.

Particulars of Employees:

Provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are applicable and the details regarding the same is annexed as annexure to this report.

37. Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report have been annexed with the report.

38. Corporate Governance Certificate

Corporate governance is about maximizing shareholder value legally, ethically and sustainably. The goal of corporate governance is to ensure fairness for every stakeholder. We believe sound corporate governance is critical to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance longterm shareholder value and respect minority rights in all our business decisions.

The Corporate Governance Report and Management Discussion & Analysis Report have been annexed with the report.

In addition, a Certificate from Twinkle Agarwal, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as prescribed under the SEBI LODR Regulations, is annexed to this Report.

39. Other Policies and measures as per the requirement of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT), 2015

40. Sexual Harassment of Women At Work Place

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Company has in place a policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. As on 31.03.2026, the company has less than 10 employees and hence, the constitution of an Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was not applicable. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed-off during the year - Nil

(c) number of cases pending for more than ninety days - Nil

41. Compliance of the provisions relating to the Maternity Benefit Act 1961.

The Company has complied with the provisions of the Maternity Benefit Act, 1961. There were no instances of maternity leave availed during the financial year 2025-26.

42. Details of establishment of vigil mechanism for directors and employees

43. Risk management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which in the opinion of the Board which may threaten the existence of the Company. Pursuant to section 134 (3) (n) of the Act it is stated that at present the company has not identified any element of risk which may threaten the existence of the Company.

44. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

45. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that—

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and of the profit and loss of the company for that period;

the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

the directors have prepared the annual accounts on a going concern basis;

the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

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

46. Acknowledgements

The Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.