DCM Financial Services Ltd

To

The Shareholders of the Company,

Your directors are pleased to present this 33^rd Annual Report together with the Audited Annual Financial Statements for the year ended March 31, 2024.

3 Overall Performance of your Company

The Financial Year 2023-24 has been a little tumultuous for the Company as your Company has shown a conventional performance during the year under review. The Net Loss of your Company, on standalone basis, stood at Rs. (93.04) Lakh & Rs.(93.89)Lakh on Consolidated basis for the financial year 2023-24 as compared to the net loss of Rs. (484.24) Lakh on standalone basis &Rs. (484.93) Lakh on Consolidated basis in the Financial Year 2022-23.

3 The financial summary, performance highlights operations/state of affair of your Company for the years are summarized below:

(Amount In Lakh)

During the year under review, the total income of the company stood at Rs 80.80 Lakhs in comparison to Rs.103.12 Lakh in the previous year on a standalone basis, and total income, on a consolidated basis of the company, for the year stood at Rs.81.99 Lakh in comparison to Rs.103.21 Lakh for the last year. Earnings before Tax (PBT) for the period was Rs. (94.96) Lakh as compared to Rs. (90.46) Lakh of last fiscal on a standalone basis. Earning after Tax (PAT) was Rs. (93.04) Lakh as compared to Rs. (484.24) Lakh of last fiscal and earning per share (EPS)increased to Rs. (0.42) as compared to Rs. (2.19) of last financial year on a standalone basis.

No Dividend was declared for the current financial year due to losses incurred by the Company during the year under review.

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Financial Statements of the Company for the Financial Year 2023- 24 have been prepared as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

The Board, in light of losses incurred during the year under review, proposes no amount for transferring to the reserves.

There was no change under the Share Capital during the year under review as the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2023-24. As on 31^st March, 2024, the Authorised Capital of the Company stood at Rs. 65,00,00,000 consisting of 6,50,00,000 Equity Shares of Rs.10/- each & paid-up share capital of the Company stood at Rs. 221,250,540/- consisting of 22,125,054 Equity Shares of Rs. 10/- each

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company for the period under review..

During the year under review, the Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013.However, as on 31.03.2024, there are outstanding fixed deposits aggregating to Rs.4090.43 lacs are payable and the Hon'ble Court has appointed the committee of Justice Anil Kumar, former Judge of Delhi High Court and who has invited claims from Depositors for the verification and payment as per report/ scheme. Once this exercise is complete and the report is submitted to the Court, the numbers and the value of unclaimed deposits will be known. After the Demise of Justice Anil Kumar, the Delhi High Court appointed Sh. Laxmi Kant Gaur District Judge (Retd.) to head One Man Committee to resolve the Depositor's pending issue with the Company & Company is now working under the directions of Sh. Laxmi Kant Gaur. District Judge (Retd.) for the resolution of outstanding Fixed Deposit holders as well as Debenture holders.

The Company has One Subsidiary Company named as ‘Global IT Options Limited' within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiary is mentioned in Form AOC-1 is marked as "Annexure-A" and form part of this report .

There was no revision of the financial statements of the company, for the year under review

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Board Report.

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

The Board places on record its appreciation for the services rendered by Ms. Rajni Gupta and Ms. Parul Singh during their term as Independent Directors of the Company.

Based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company at their respective Meeting held on 12.08.2023 has appointed Ms. Ruchi Chordia(DIN: 09725509) as an Additional (Non-Executive) Independent Director (Category: Non-Executive) of the Company for a term of 5 (Five) consecutive years w.e.f. 12.08.2023 to 11.08.2028 in accordance with the provisions of Section 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any and regularized at Annual General Meeting (AGM) of the Company held on 15.09.2023. Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company at their respective Meeting held on 24.01.2024 has appointed Ms. Priyanka Sisodia (DIN: 10479252) as an Additional (Non-Executive) Independent Director of the Company for a term of 5 (Five) consecutive years w.e.f. 24.01.2024 to 23.01.2029 in accordance with the provisions of Section 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any and regularized at Extra Ordinary General Meeting (AGM) of the Company held on 28.02.2024.

The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders' approval are also included in the Notice.

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company. To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013 Mr. Kaushal Kashyap (DIN: 07683753)Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment. The Board recommends his re-appointment to the Board of Directors of the Company at the ensuing Annual General Meeting. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice.

All Independent Directors have given declarations under Section 149(7)of the Companies Act, 2013 that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia), of the Companies (Accounts) Rules, 2014.

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2023 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Company's website and can be accessed at https://dfslonline.in/investor.html.

During the financial year ended on March 31, 2024, 11 Board Meetings were held & the dates on which the Board meetings were held are 11.04.2023, 23.05.2023, 09.08.2023, 12.08.2023, 08.11.2023, 29.11.2023, 26.12.2023, 24.01.2024, 27.01.2024, 08.02.2024 & 20.03.2024. The maximum interval between any two meetings didn't exceed 120 days, as prescribed in the Companies Act, 2013. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report. Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 18, 2024 to discuss and review the performance of all other non-independent Directors, the Chairperson of the Company and the Board as a whole, and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Ms. Richa Kalra (Chairperson), Mrs. Nidhi Deveshwar and Mr. Sanjay Sahni as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises Ms. Richa Kalra (Chairperson), Mrs. Nidhi Deveshwar, and Mr. Sanjay Sahni as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

The Stakeholders' Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders' Relationship Committee of the Company comprises of Ms. Richa Kalra (Chairperson), Mrs. Nidhi Deveshwar and Mr. Kaushal Kashyap as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by the Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/ framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

M/s. V. Sahai Tripathi & Co., Chartered Accountants (FRN: 000262N),were appointed as the Statutory Auditors of the Company at the Extra Ordinary General Meeting (EGM) held on January 20, 2023 for a term of (5) five consecutive years i.e., to hold the office from the conclusion of the Extra Ordinary General Meeting till the conclusion of 36th Annual General Meeting of the Company to be held for the financial year ending March 31, 2027 pursuant to Section 139 of the Companies Act, 2013.

Qualification(s) and Directors' comments on the report of Statutory Auditor:

(i) Justice Anil Kumar* as one man committee was appointed vide order dated:- 3rd September, 2015 by the Hon'ble High Court of Delhi to scrutinize the list of depositors and other claimants and to take steps enumerated hereinafter with the view to resolve at-least some of the disputes. The one-man committee submitted its report on to Hon'ble High Court of Delhi on 22nd April, 2016.Taking cognizance of the report, Hon'ble High Court of Delhi on 10th August, 2017 accepted the recommendation of one-man committee enumerated in the report. Under Scheme of One-Man Committee, Interest of Rs 235 Lakhs are payable to Debenture Holders and Rs 1,448 Lakhs are payable to Fixed Depositors under Phase-2 of Schedule of Payments laid down by One Man Committee. Presently the said committee has waived any further payment of Interest to Fixed Depositors, Debenture-holders and other lenders, however on complete liquidation of properties and investments, if any surplus remains after payment to all stakeholder creditors, then further payment of Interest would be decided. All stakeholders' creditors which are covered under scheme has given its consent to the scheme. No provision of Rs. 1,683 Lakhs as laid down under the scheme towards Interest on Debentures and Fixed Deposits, have been provided in the financial outstanding amount of Debentures and Fixed Deposits.

Had interest of Rs. 1,683 Lakhs been provided for in the financial statements of year ending 31st March 2018 on outstanding amount of Debentures and Fixed Deposits, the Net Profit before tax would have been lowered by Rs. 1,683 Lakhs and Net Profit after tax would been lowered by Rs. 1,340 Lakhs as at 31st March, 2018. The cumulative net loss as well as Current Liabilities as at 31st March, 2024 would have been higher by Rs 1,340 Lakhs. The same has been explained in Note 15.2 and Note 15.3.

*The Hon'ble High Court of Delhi has appointed Mr. Laxmi Kant Gaur, District Judge (Retd.) vide its order dated 29th July 2021, as the One Man Committee in place of Hon'ble Mr. Justice Anil Kumar (in view of his unfortunate demise).The One Man Committee would continue from the stage at which the exercise assigned to the One Man Committee by the High Court stands, at the stage when Hon'ble Mr. Justice Anil Kumar unfortunately expired. The agenda of the One Man Committee would be as per the order dated 3rd September, 2015, read with subsequent orders passed, if any, in that regard.

Director's Comment:

Provision of interest on certain liabilities covered under Para i and under notes 15.2. & 15.3 is in accordance with the Scheme of restructuring filed by the Company before the Hon'ble Delhi High Court, which provides for waiver and cancellation of interest and the same is pending before the Hon'ble Court. Further, the quantum of interest, if any will be decided by the High Court of Delhi upon completion of phase II payments and sale of assets.

Director's Comment: Non-creation of debenture redemption reserve. The same cannot be created due to insufficient profits in the past against the redemption of debenture. This has no impact on financial results of the company as redemption reserve is to be created out of Reserve and Surplus available with the company. Company has commenced repayments in the earlier years as well as in the current Year as per directions of the Hon'ble High Court of Delhi vide order dated 10th Aug,2017 and recommendations of One Man Committee. Company is still not creating Debenture redemption Reserve for the same reason that it has no sufficient profits to do so.

(iii)The value of assets charged as security in favor of banks, debenture-holders & financial institutions have been depleted over a period of time. The depletion has not yet been ascertained by the Company. To the extent of shortfall, if any, the liability is unsecured, whereas the same has been shown as secured. The same has been explained in Note 15.2. Director's Comment: It relates to the ascertainment of Security against Debentures and Bank Loan, which could not be ascertained since the Company has litigation with various Lease and Hire Purchase customers and the matters are sub-judice, hence confirmations and acknowledgments are not feasible.

(iv)Balance confirmation of security deposits provided, trade receivables, some bank balances, FD balances with bank, rent receivables, other advances, borrowings, balances payable to related parties and other receivables and payables have not been received from the parties/ persons concerned. In the absence of balance confirmations, the closing balances as per books of accounts have been incorporated in the financial statements and have been shown, unless otherwise stated by the management about its recoverability in the financials including considering the NPA Provisions, are good for recovery/payment. Time barred debts under the Limitations Act have not been separately ascertained and written off or provided for. In the absence of such confirmation & corresponding reconciliation, it is not feasible for us to determine financial impact on the financial statements and the amount referred as receivable/ payable in the financial statements can differ .(Please refer Note No.-38).

Director's Comment: Balance Confirmation of security deposits, trade receivables, some bank balances, some FD with bank, rent receivables, other advances, borrowings, balance payable to related parties etc. - Note 38 - Due to ongoing litigation and disputes with creditors as outlined in Note 38, the Company could not obtain balance confirmations.

(v)Contingent liabilities and Other Commitments v(a) During the year ended 30th June, 2011 the company's tenant had filed a claim of Rs.100.00 lacs against the company due to damages suffered by the tenant which is still pending under arbitration proceedings as on 31st March, 2024.

Director's Comment: There are certain disputes with the tenant and the claim of the tenant is contested v(b) There is an award passed by the High Court vide its judgment dated April 27, 2022 against the company in the matter of MS Shoes East Limited for Rs.

12.82 lacs i.e. the claim amount, along with interest of Rs. 8.97 lacs for an underwriting given by the company in the year 1995 for the public issue of M/s MS Shoes East Ltd.

Director's Comment: Both parties have filed an appeal against the judgement dated 27.4.2022 and both matters are being heard by the Hon'ble High Court of Delhi. In view of this, no provision has been made v(c) Due to dispute with the builder namely M/s NBCC Ltd. from which the company had purchased an office premises in the year 1995, in super area and certain other expenditure which the builder i.e. M/s NBCC Ltd. had incurred and the same is pending in arbitration. Breakup of the amount of Rs. 288.29 lacs mentioned supra is as follows:

The summary position of award is as under:

In addition to the above, Interest @ 10% is payable by both the parties on their respective amounts.

Director's Comment: Both parties have filed an appeal against the award before the Hon'ble

High Court of Delhi and the decision is pending. In view of this, no provision has been made. The rest of the observations/ comments of auditors are self-explanatory and need no comments

Pursuant to the provision of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. Jain P & Associates, Company Secretaries to undertake Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit was conducted by Ms. Preeti Mittal, Company Secretary, and the report thereon is annexed herewith as "Annexure-C and form part of this report.".

Observation: E Form DPT-3 not filed for the Financial Years 2022 Director's Comment: The filing of Form DPT-3 has now been shifted to V3 portal of MCA, which contains the mandatory field to specify SRN of Form GNL-2, in which DPT-1 is filed. Before the introduction of Form DPT-3, the Company was required to file Return of Deposits in Form GNL-2. Since there was no requirement of filing DPT-1 in Form GNL-2, as company had not issued any circular in form of Advertisement inviting Deposits from the Public, during the relevant period. So, we have not filed DPT-1, as attachment in Form GNL- 2, with MCA, hence SRN of Form GNL -2 is not available with us. We are in process of following up with MCA to resolve the issue.

It is imperative to mention here that the R.B.I. had filed a petition for winding up of the Company being CP No 296/2004. The petition for winding up was heard on 6th March, 2006 and the Hon'ble High Court, Delhi directed that the Company shall not operate its bank accounts without the permission of the court. It is further pertinent to mention that the order is still in operation.

The Company had issued non-convertible debentures in the year 1995-96 on a private placement basis, wherein the Central Bank of India had been appointed as their Debenture Trustee. Further, at the time when redemption of the said debentures got due, the Company was ordered by Reserve Bank of India to make re-payment to the debenture holders in priority to any other "Creditor" including the Redemption of these Debentures. However, due to serious financial and cash flow constraints make payment to any party at that time. As on date of this report, payment to many Debenture holders is still pending to be made by the Company.

Thereafter, the matter went to the Hon'ble High Court, Delhi, in the form of a scheme which got approved on 10th August, 2017.

Further, as required under the approved scheme, the Company has duly initiated the process of making repayment to the Deposit Holders, but still payment could not be made to the many Deposit Holders.

Repayments to debenture holders are being carried out in compliance with the directives of the Hon'ble High Court of Delhi and the One Man Committee. All debenture holders have received payments from the One-Man Committee, whose Know Your Customer (KYC) information and claims were verified to be correct.

A Secretarial Compliance Report for the financial year ended March 31, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Jain P & Associates, Company Secretaries, and submitted to the stock exchange sand has been attached with this Annual Report as "Annexure-D"and form part of this report.

The Company had appointed M/s. STVG & Co., Chartered Accountants as Internal Auditor of the Company to carry out the Internal Audit Functions. The Internal Auditor submits a "Quarterly Report" to the Audit Committee for its review.

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of the Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of the Appointment of a Cost Auditor arises.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143 (12) of the Act and Rules framed thereunder.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report.

During the financial year 2023-24, the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material in accordance with the Company's Policy on Materiality of Related Party Transactions. All the transactions made on arm's length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-B"and form part of this report..

No material changes and commitments affecting the financialposition of the Company occurred between the end of financialyear to which this financial statements relates and the date of this Report.

During the year under review, there was no change in the nature of business of the Company.

To the best of the Management's knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Company's operations.

During the year under review, there has been no one time settlement of loan taken from Bank & Financial Institution.

The requisite information with regard to conservation of energy, technology absorption, and foreign exchange earnings and outgo,in terms of Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

Further, there were no foreign exchange earnings and outgo during the year under review.

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/ issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at http:// dfslonline.in/policy/5.pdf During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure the reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets, and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and effectiveness of the Company's Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such controls over Financial Reporting were operating effectively as on 31st March, 2024 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensure the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy & completeness of the records, and the timely preparation of reliable financial information. The Internal auditors continuously monitor the efficacy of internal controls with providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company's Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

The Particulars of Remuneration of Employees during the year 2023-24pursuantto the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-E"and form part of this report.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year-

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer(CFO), Chief Executive Officer(CEO),Company Secretary(CS) or Manager, if any, in the financial year; Given as per the Table below :

(iii) the percentage increase in the median remuneration of employees in the financial year:24.14%

(iv) the number of permanent employees on the rolls of company; 6

(v) a) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year = 7.92% and its comparison with the

b) percentile increase in the managerial remuneration: Nil and

c) Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration paid according to Remuneration Policy of the Company. No exceptional increase in Managerial Remuneration.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-E"and form part of this report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc.

The same can be accessed at https://dfslonline.in/policy/17.pdf

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company.

The shares of the Company are presently listed at BSE Limited(BSE), National Stock Exchange of India Limited(NSE) and the Calcutta Stock Exchange Limited(CSE).

All statutory dues including Annual Listing Fees for the Financial Year 2024-25 has been paid by the Company except for dues of Calcutta Stock Exchange Limited(CSE), as correspondence is underway with CSE for reconciliation & payment of dues of CSE.

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code of Conduct to Regulate, Monitor and Report Trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel, and Senior Management Personnel have affirmed compliance with the Code of Conduct.

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

During the year, no such application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

During the year, no such valuation done at the time of One Time Settlement and while taking Loan from the Banks or Financial Institutions.

In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(c) The Directors had taken proper & 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 & detecting fraud & 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 such controls are adequate and are operating effectively;

(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.

Disclosure of Credit Rating is not applicable on the company during the year under review.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees' Stock Options Schemes) to employees of the Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the various stakeholders including Financial Institutions, Banks, Governmental authorities, and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards the Company's performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.