DHP India Ltd

TO THE MEMBERS

Your Directors are pleased to present the Company's Thirty-Fourth Annual Report of the business and operations of your Company ("the Company"), along with the Company's Standalone Ind AS Audited Financial Statement of Accounts for the Financial Year ended 31st March, 2025 and Auditors' Report thereon.

FINANCIAL HIGHLIGHTS :

The Board's Report shall be prepared based on the standalone Ind AS financial statements of the Company for the year ended March 31, 2025 is summarized below:- (Rs. in Lacs)

THE YEAR IN SUMMARY :

• During the financial year 2024-25 your Company registered a revenue of Rs.5777.34 Lakhs vs Rs.5321.72 Lakhs in the previous year- showing a increase of 8.56%.

• Profit Before Tax is Rs.7888.32 Lakhs as against Rs.3051.11 Lakhs in the previous year- showing a increase of 158.54%.

• Profit After Tax is Rs.6653.43 Lakhs as against Rs.2640.47 Lakhs in the previous year- showing an increase of 151.98%.

• Other Comprehensive (Loss) (Net) is (Rs. 4411.24) Lakhs as against Other Comprehensive Income ofRs.1880.58 Lakhs in the previous year.

• EBITDA Margin is 62.72% as against 38.08% in the previous year.

Our principal sources of liquidity are cash and cash equivalents, investments and the cash flow that we generate from our operations. At present, we are debt-free and maintain sufficient cash to meet our strategic and operational requirements. We understand that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business requirements. Liquidity enables us to be agile and ready for meeting unforeseen strategic and business needs, and opportunities. As of March 31, 2025, we had Rs.20893.96 Lakhs in Working Capital.

Liquid assets also include investments in Equity Oriented Mutual fund units and they are monitored periodically. As a result, liquidity risk of cash and cash equivalents and investments is limited. The details of these investments are disclosed under the "Current Investments" section in the Standalone Ind AS Financial statements in this Annual Report.

Your Company has a consistent track record of dividend payment. For the financial year ended 31^st March, 2025, based on the Company's performance and in conformity with its Dividend Distribution Policy and Pursuant to Section 123 read with Companies (Declaration and Payment of Dividend) Rules, 2014, your Directors are pleased to recommend a Final Equity Dividend of Rs.4/- per equity share on Equity Share of Rs.IO/- each i.e. @40% of total Paid-up Equity Share Capital of the Company (Previous year also Rs. 4/-per equity share on Equity Shares of Rs. IO/- each i.e. @40% of total Paid-up Equity Share Capital of the Company) for approval of the Members in 34^th Annual General Meeting of the Company. The above dividend will be payable out of current year's profit of the Company. The dividend, if approved by the shareholders, will entail an out-flow ofRs.120.00 lacs (Previous year also Rs.120.00 lacs) and this is subject to tax deducted at source. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at sources, wherever applicable.

The shares of DHP India Limited ('the Company') are presently listed on BSE Limited (BSE). Securities Exchange Board of India (SEBI) vide its Notification No. SEBI/LAD-NRO/GN/2016-17/008 dated July 08, 2016, inse1ted Regulation 43A in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (' Listing Regulations') mandating the formulation of a Dividend Distribution Policy for top 1000 listed entities based on their market capitalization calculated on March 31 of every financial year. In compliance of aforesaid regulations, our Company is not covered as top 1000 listed entity based on their market capitalization as on 31^st March, 2025, hence the required Dividend Distribution Policy is not applicable to the Company. However the Board of Directors' Voluntarily adopted the Dividend Distribution Policy in last year on their Board Meeting dated 27^th May, 2024 is again annexed as Annexure-1.

The Company transfer Rs.6538.00 Lakhs to General Reserve and Net of Rs.4411.24 Lakhs to Other Comprehensive Loss to Accumulated Profit and Loss Account to meet the statutory obligations. The Other Equity i.e. Reserves & Surplus thereafter will stand as on March 31, 2025 at Rs.23508.50 Lakhs as against Rs.21386.31 Lakhs in the previous year. The Current Book value of Rs. 793.62 per Equity Share.

During the year under review, there were no changes in the share capital of the Company. As on 31^st March, 2025, the Company's paid-up Equity Share Capital was Rs.300.00 Lakhs comprising of 30,00,000 Equity Shares of face Value of Rs.IO/- each. During the Financial Year 2024-25, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

Your Company is engaged in Manufacturing of LPG Regulators, accessories & parts and other brass fittings. These products are used for domestic as well as commercial applications. Presently your Company generates most of its revenue from export market. Your Directors continue to be of the opinion that high quality of products and innovations in products as well as improvement in technology along with cost cutting efforts will help your company to face this competition. The company is expected to continue to do well and improve further in the coming years . ,.,~

No significant and material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. There has been no change in the nature of business of the Company. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future. The Company is virtually debt free and has adequate liquidity to meet its business requirements.

However, during the year the Company redeemed its entire Investment in Mutual Fund in the Month of January 2025. The company earned a realized income as "Profit from redemption of units of mutual fund" and consequently squared off the "Other Comprehensive Income" from the reserve. This is considered as significant part of accounts during the year ended 31^st March, 2025.

There has not been any changes in the nature of business of the Company during the Financial Year ended 31^st March, 2025.

Your Company has neither invited nor accepted any fixed deposits and or any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2025, and no amount of principal or interest was outstanding as of the Balance Sheet date.

During the year the Company have not paid any loans, guarantees or made any investments referred to Section 186 of the Companies Act, 2013. The particulars of other loans given, investments made for the purpose of its business activities are provided in the Standalone Ind AS Financial Statement (please refer to Note No. 5

& 8 to the Standalone Ind AS Financial Statement).

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 are given in a separate Annexure - "II" attached hereto and form part of the Report.

All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, requiring shareholders' approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Companies act, 2013 read with Rules made thereunder. Accordingly, the disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in prescribed Form No. AOC-2 is not applicable.

Your Directors draw attention of the members to Note No. 28.8 of the Standalone Ind AS Financial Statement which sets out Related Party Transaction disclosures as per Ind AS - 24 in terms of Regulation 34(3) read with Part A of Schedule V of the Listing Regulations. The Company, in terms of Regulation 23 of the Listing Regulations submits half-yearly disclosures of Related party Transactions to the Stock Exchanges and the same can be accessed on the website oft~~..._ y, https://www.dilindia.co.in.

Your Companies have neither any subsidiaries nor any associate companies within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

Risk management is the process of identification, assessment, and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximized the realization of opportunities. The Company has in place a Risk Management Policy which is reviewed by the Audit Committee and approved by the Board of Directors of the Company. The object of risk management is to have a dynamic and an optimum balance between risk and return and ensure regulatory compliance and conformity with the Board approved policies, it starts with the identification and evaluation process which is followed by optimal use of resources to monitor and minimize the risks. The Company evaluating the all risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks.

Your Company is presently listed with The BSE Limited (Bombay Stock Exchange Limited) with Securities Code : 531506 only having nation wide trade. The listing fees for the previous financial year 2024-25 & current financial year 2025-26, both of BSE Ltd., have already been paid till date of the report, and ?there are no arrears in payment of listing fees outstanding till Financial Year 2025-26.

Trading in Equity Shares of your Company in the dematerialised form is compulsory for all the shareholders in terms of notification issued by the Securities and Exchange Board of India (SEBI). The Equity Shares of the Company have been activated both in Central Depositories Services (India) Limited (CDSL) and National Securities & Depository Limited (NSDL) and may be dematerialsed under the ISIN -INE 590D 01016. Your Company has achieved a high level of dematerialized with about 99.55% of total number of Equity Shares being held in electronic mode with NSDL & CDSL. The Custodian Fees for the previous financial year 2024-

25 & current financial year 2025-26, both of CDSL and NSDL have already been paid.

During the year, the Company has transferred the unclaimed and un-encashed dividends of Rs.0.97 Lakhs. Further, 700 corresponding shares on which dividends were un-encashed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of resultant benefits arising out of shares already transferred to the IEPF, year wise amounts of unclaimed/ un en-cashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the Corporate Governance Report and are also available on our website, at www.dilindia.co.in. Members are requested to claim the dividend(s), which have remain unclaimed/unpaid, by sending a written request to the Company.

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are provided in Corporate Governance Report attached hereto and form part of the Report.

The following are Key Managerial Personnel of the Company:-

1. Mr. Asheesh Dabriwal (DIN : 00044783) : Managing Director & Chief Executive Officer of the Company;

2. Mr. Janak Bhardwaj (DIN : 00047641) : Executive Director & Chief Operating Officer of the Company;

3. Mr. Ashok Kumar Singh: Chief Financial Officer of the Company; and

4. Ms. Suruchi Tiwari: Company Secretary & Compliance Officer of the Company.

The Board of Directors have the following Committees :

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Committee (Stakeholders; Relationship Committee); and

4. Corporate Social Responsibility Committee.

The details of the Committee along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.

During the year Mr. Buddhadeb Basu (DIN: 00061771) appointed as Independent Director on 30/04/2024 for a period of Five Years from 30/04/2024 to 29/04/2029, and the same approved by the 33^rd AGM dated 29/07/2024, but subsequently Mr. Buddhadeb Basu tender his resignation due to their personal engagement of their owned business and resigned from our Board as well as all of its Committees w.e.f. 27/01/2025.

During the year Dr. Subrata Haldar (DIN-00089655) appointed as Independent Director w.e.f. 30/04/2024 for a period of Five Years from 30/04/2024 to 29/04/2029 and the same approved by 33^rd AGM dated 29/07/2024.

During the year Mr. Surajit Raha (DIN-07019436) also retired as Independent Director from the Board as well as all of its Committees w.e.f. 31/03/2025 due to end of his tenure. However, the Board again recommended and appointed Mr. Surajit Raha (DIN-07019436) as Independent Director on 30/05/2025, for a period of Five years from 30^th May, 2025 to 29^th May, 2030, subject to approval of shareholders in 34^th AGM to be held on 25^th August 2025 for Final Approval of Shareholders.

During the year Mr. Asheesh Dabriwal (DIN-00044783) Managing Director of the Company appointed as Managing Director on 30/04/2024 for a period of Five Years from 30/04/2024 to 29/04/2029 and the same approved by 33^rd AGM dated 29/07/2024.

As discussed above- one of Independent Director [Mr. Surajit Raha (DIN-07019436) retire from the Board on 31^st March, 2025, again Fresh Appointment made by the Board on their Meeting dated 30/05/2025 for a further period of Five (5) years from 30^th May, 2025 to 29^th May, 2025 - as circulated in the Notice of 34^th AGM to be held on 25/08/2025, for Final approval of the Shareholders.

Similarly, Mrs. Anjum Dhandhania (DIN-00058506), an Non-Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment and the same as circulated in this Notice of34^th AGM for Final approval of the Shareholders.

As discussed above - the Existing Statutory & Income Tax Auditor Mis. NKSJ & Associates, Chartered Accountants, retire in 34^th Annual General Meeting of the Company to conducting Statutory & Income Tax Audit of Year ended 31^st March, 2025, again the Board recommend to Re-appointed-Mis. NKSJ & Associates, Chartered Accountants, for a Block of Five (5) years of Statutory & Income Tax Audit from F.Y.2025-26 to F.Y.2029-30 (from 01/04/2025 to 31/03/2030)- as circulated in the Notice of34^th Annual General Meeting to be held on 25/08/2025, for Final approval of the Shareholders.

Similarly, the Existing Secretarial Auditors - Mis. Sushil Tiwari & Associates, Practicing Company Secretaries retire to conduct and sign the Secretarial Audit Report of year ended 31/03/2025 on the Board meeting dated 30/05/2025. The Board recommend to appoint a New Secretarial Auditors - Mrs. Alpana Sethia, Practicing Company Secretaries, for a Block of Five (5) years of Secretarial Audit from F.Y.2025-26 to F.Y.2029-30 (from 01/04/2025 to 31/03/2030)-as circulated in the Notice of34^th Annual General Meeting to be held on 25/08/2025, for Final approval of the Shareholders.

f) Declaration by an Independent Directors :

The Company has received declaration from all the Independent Directors (Non-Rotational) of the Company, confirming that they meet the criteria of independence as per Section 149(6) & 149(7) of the Companies Act, 2013, Code for independent directors of the Companies Act, 2013 and of the Listing Regulations.

g) Formal Annual Evaluation :

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and Other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Remuneration paid to Directors & Other Key Managerial Personnel are evaluated by the "Nomination and Remuneration Committee" of the Company on yearly basis.

h) Number of meetings of the Board of Directors :

Five meetings of the Board of Directors were held during the financial year 2024-25 i.e. year ended March 31, 2025. For further details, please refer report on Corporate Governance of this Annual Report.

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the Board consist of 7 members (including the Directors retired on 31/03/2025 and again appointed w.e.f. 30/05/2025), one of whom is non-rotational executive director, one of whom is executive (liable to retire by rotation), one of whom is woman (liable to retire by rotation) and rest four are independent (non-rotational in which three gents and one lady). The Board periodically evaluates the need for change in its composition and size.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the directors' report.

j) Familiarisation Programme for Independent Directors :

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that; (i) in the preparation of the Annual Accounts for the financial year ended March 31, 2025 the applicable accounting standards read with requirements set out under Schedule II to the Companies Act, 2013, have been followed and there are no material departures from the same; (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 as at March 31, 2025 and the profit of the Company for the year ended on that date; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the accounts for the financial year ended March 31, 2025 on a 'going concern' basis. (v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the management Discussion & Analysis, which forms part of this report. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The policy provides for a frame work and process where by concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2025, in Form No. MGT - 7 is available at the Company's website at https ://www .dilindia.co.in.

The Company have already formed a new committee named Corporate & Social Responsibility Committee and adopt a CSR policy to be undertaken by the Company, which has been approved by the Board. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in a separate Annexure - "III" attached hereto and form part of the Report.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

The Company had 228 employees as on March 31, 2025. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are provided in a separate Annexure

- "IV" attached hereto and form part of the Report.

Particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are only one are enclosed in a separate Annexure- "V" attached hereto and form part of the Report. However the overall top ten employees list as per additional requirement of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also enclosed in a separate Annexure - "V" attached hereto and form part of the Report.

The Company have only one segment "Manufacturing Segment" and the manufactured product is

"Domestic Pressure Regulators and Accessories and Parts thereon (inclusive of Articles of Brass etc.)", hence the break-up is not required. However, the Note No. 28.7(b) of the Standalone Ind AS Financial Statement which sets out Information about Secondary Business Segments as Geographical Segments is annexed

A report on Company's Affairs and future outlook is given as "Management Discussion and Analysis Report" which forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) and 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31^st March, 2025, is presented in a separate section forming part of the Annual Report called as "Management Discussion & Analysis Report" is annexed.

The Report on Corporate Governance as stipulated under Regulation 15(2) & 34(3) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31^st March, 2024, as forms part of the Annual Report and which has been set out in a separate report called

"Corporate Governance Report" annexed herewith.

The requisite Certificate from the Statutory Auditors of the Company, Mis. NKSJ & ASSOCIATES, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 15(2) & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to this Report.

The declaration required under regulation 26(3) of the Securities and Exchange . Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015, regarding "Code of Business Ethics" of the Company issued by Chief Executive Officer-cum-Managing Director, is annexed and forms and integral part of this Report.

The requisite certificate required from a Company Secretary in Practice under sub-clause (i) of clause 10 of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015, regarding "Directors and KMP are not debarred or disqualified from statutory authorities" of the Company issued by Company Secretary in Practice, is annexed and forms and integral part of this Report.

The Chief Executive Officer and Chief Financial Officer, joint certificate required under regulation 17(8) of the Securities and Exchange Board oflndia (Listing Obligation and Disclosure Requirement) Regulations 2015, regarding "CEO/CFO Certification of Financial Report" of the Company issued by Chief Executive Officer-cum-Managing Director and Chief Financial Officer,jointly, is annexed and forms and integral part of this Report.

(a). Statutory Auditors & their Statutory Audit Report & Income Tax Audit Report

The Company's Existing Statutory Auditors - Mis. NKSJ & Associates, Chartered Accountants (Firm Registration No. 329563E- having Peer Review Certificate No.014684), hold office until the conclusion of the ensuing Thirty-Fourth Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment for Statutory Audit for a period of Block of Five (5) Years from F.Y.2025-26 to F.Y.2029-30 (from 01/04/2025 to 31/03/2030) from the conclusion of ensuing 34^th Annual General Meeting of the Company to the conclusion of 38^th Annual General Meeting of the Company, as required under section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. Hence the resolution seeking approval of the Members for their Final appointment at this 34^th Annual General Meeting of the Company.

The Statutory Auditors also conducted the Income Tax Audit Report of the Company for F.Y. 2024-25. There is no audit qualification, reservation or adverse remark for the year under review. The opinion made by Statutory Auditors' in the Auditors' Report to the Members of the Company have been dealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in Notes No. 1 to 28.15 of the Accounts. These are self explanatory and do not call for further comments.

(b). Cost Auditors & their Report

The Board has received and approve the Cost Audit Report from Mr. Kishore Majumdar, Practicing Cost Accountant and Proprietor of Mis. K. MAJUMDAR & ASSOCIATES, Cost Accountants of Cost Audit Report for the Financial Year 2024-25 (Year ended March 31, 2025). There are no adverse/unfavorable remarks suggested by the Cost Auditors in their Report. The Board again appoint Mr. Kishore Majumdar, Practicing Cost Accountant and Proprietor of Mis. K. MAJUMDAR & ASSOCIATES, Cost Accountants for next Financial Year 2025-26 (Year ended March 31, 2026) as Cost Auditor of the Company.

(c). Secretarial Auditors & their Secretarial Audit Report & Secretarial Standards

The Board has received and approve the Secretarial Audit Report from Existing Secretarial Auditors -

Mr. Sushil Tiwari, Practicing Companies Secretaries and Proprietor of Mis. SUSHIL TIW ARI &

ASSOCIATES, Companies Secretaries of Secretarial Audit for the Financial Year 2024-25 (Year ended March 31, 2025). The Secretarial Audit Report and the Secretarial Annual Compliance Report, both for the financial year ended March 31, 2025 is annexed in a separate report namely "Secretarial Audit Report" in Form No. MR-3 and its Annexure-"A" and "Secretarial Annual Compliance Report". The Secretarial Audit Report and Secretarial Annual Compliance Report does not contain any qualification, reservation or adverse remark. The Company c lies with all applicable Secretarial Standards.

AUDITORS AND AUDITORS' REPORT AND REPORTING OF FRAUD BY AUDITORS (cont.) (c). Secretarial Auditors & their Secretarial Audit Report & Secretarial Standards (cont.) The Board proposed to appoint a New Secretarial Auditors - Mrs. Alpana Sethia, Practicing Companies Secretaries (Membership No. ACS-15758, Certificate of Practice No.-5098 & Peer Review Certificate No.12002WB336200], for a Block of Five (5) Years for Secretarial Audit for a period of Block of Five (5) Years from F.Y.2025-26 to F.Y.2029-30 (from 01/04/2025 to 31/03/2030) from the conclusion of ensuing

34^th Annual General Meeting of the Company to the conclusion of 38^th Annual General Meeting of the Company as required under section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rule, 2014. Hence the resolution seeking approval of the Members for their Final appointment at this 34^th Annual General Meeting of the Company.

The Existing Internal Auditors - Mr. Timir Baran Hazra, Chartered Accountants, a Practicing Chartered Accountants, and Member of the Institute of Chartered Accountants oflndia, submitted regularly the Quarterly Internal Audit Report of Financial Year 2024-25 (Year ended March 31, 2025). The Board again appoint Mr. Timir Baran Hazra, Chartered Accountants, a Practicing Chartered Accountants and Member of the Institute of Chartered Accountants of India, as Internal Auditor for next Financial Year 2025-26 (Year ended March 31, 2026).

During the year under review, neither the statutory auditors (Statutory & Income Tax Audit) nor the secretarial auditors & cost auditors & internal auditors has reported to the audit committee, under section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officer or employees, the details of which need to be mentioned in the Board's report.

As per the requirement of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, Company provides for diversity and equal opportunities to all employees across the Company, based on merit and ability. The cultures of the Company ensure the aspects of work-life balance for employees, especially for woman and are suitably addressed. During the year, no complaints of sexual harassment were received.

The Audit Committee comprises (1) Mr. Rajat Banerjee (Chairman), Non-Executive & Independent Director, (2) Dr. Subrata Haldar (Member), Non-Executive & Independent Director, and (3) Mr. Surajit Raha (Member), Newly Proposed for Appointment of Non-Executive & Independent Director of the Company. All the recommendations made by the Audit Committee were accepted by the Board.

The Stakeholder Relationship Committee comprises Mrs. Aditi Bagchi (Chairman), Non-Executive & Independent Woman Director, Mrs. Anjum Dhandhania (Member) Non-Executive Woman Director, and Mr. Asheesh Dabriwal (Member), Managing Director of the Company. All the recommendations made by the Stakeholder Relationship Committee were accepted by the Board.

The Nomination and Remuneration Committee comprises - (1) Mr. Rajat Banerjee (Chairman), Non-Executive & Independent Director, (2) Mrs. Anjum Dhandhania (Member), Non-Executive Woman Director, and (3) Mr. Surajit Raha (Member), Newly Proposed for Appointment of Non-Executive & Independent Director of the Company. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

The Corporate & Social Responsibility (CSR) Committee comprises - (1) Mrs. Aditi Bagchi (Chairman), Non-Executive & Independent Woman Director, (2) Mr. Asheesh Dabriwal (Member), Managing Director, and (3) Mr. Surajit Raha (Member), Newly Proposed for Appointment of Non-Executive & Independent Director of the Company. All the recommendations made by the Corporate & Social Responsibility Committee were accepted by the Board.

There are no proceedings, either filed by Company or against the Company, pending under the Insolvency and bankruptcy Code, 2016 amended before the national Company law Tribunal or other Courts as on 31^st March, 2025.

The Company serviced all the debts & financial commitments as and when became due and no settlements were entered into with the bankers.

Your Directors state that during the Financial Year 2024-25 the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meeting of the Board of Directors" and "General Meetings" respectively. In the preparation of the Financial Statements, the Company has applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

Your Company supports and welcomes the "Green Initiative" undertaken by the Ministry of Corporate Affairs, Government oflndia, permitting electronic dissemination of Notices, Annual Reports through email to Members whose email IDs are registered with the Company/Depository Participant(s). Your Company send Notices of 34^th Annual General Meeting and Annual Reports of F.Y. 2024-25 through email to Members whose email IDs are registered with the Company/Depository Participant(s). Members can access all the documents relating to Annual General Meeting from Company's website at https://www.dilindia.co.in.

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on this items during the year under review :

1) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the any Executive Director of the Company receive any remuneration or commission from any of its subsidiaries.

The Annexures referred to this Report and Other Reports/Certificate is a forming part of this Board Report to be disclosed are annexed as under:-

1) Annexure-I - Dividend Distribution Policy.

2) Annexure - II - Conservation of energy, technology, absorption and foreign exchange earing & outgo.

3) Annexure-III- Corporate & Social Responsibility (CSR) Report.

4) Annexure-IV -Disclosure of Remuneration to Managerial Personnel.

5) Annexure- V - Particulars of Employees as required under section 197(2) of the Companies Act, 2013

[Bl Other Report & Certificates :-

1) Management Discussion and Analysis Report.

2) Corporate Governance Report

3) Declaration by C.E.O. & Managing Director for code of Conduct

4) Certificate from Practicing Companies Secretary as per Regulation 34(3) and clause 10 of part C of Schedule V of SEBI (LODR) regarding Directors.

5) Certificate by Chief Executive Officer (C.E.O.) and Chief Financial Officer (C.F.O.)

6) Secretarial Audit Report in Form No. MR-3 along with Annexure-"A"

7) Secretarial Annual Compliance Report

8) Auditors' Certificate on Corporate Governance.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.