Devyani International Ltd

Dear Members,

Your Directors have pleasure in presenting the 34^th (Thirty Fourth) Board's Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

The financial performance of your Company for the Financial Year ended March 31,2025 is summarized below:

(Rs. in million)

Note: The previous year figures have been regrouped/ reclassified wherever necessary.

The Company is advancing with a clearly defined strategy focused on scale, execution, and portfolio depth. With growing penetration across India, the Company is well- placed to capture structural growth in the organized food service sector.

The QSR landscape is being reshaped by rising consumer demand for convenience, expanding discretionary spending in Tier II and III cities, and the growing popularity of affordable, branded dining formats. A growing base of working women, especially in urban and semi-urban centres, is also contributing to increased demand for quick, reliable, and hygienic meal options outside the home. The Company's road map is anchored in expanding its store network, strengthening its multi-brand portfolio, and enhancing operational efficiency across formats and geographies. The Company continues to deepen its presence through delivery-optimized formats and smaller-sized stores that are capital-efficient and tailored for high-density urban clusters and transit locations. Strategic partnerships in high-footfall zones such as malls, airports, and multiplexes further support brand visibility and accessibility.

During the year, the Company broadened its portfolio by securing exclusive franchise rights for three modern QSR brands: 'Tealive', 'New York Fries', and 'Sanook Kitchen' - targeting youth-driven categories and expanding its offerings across multiple consumption occasions. These additions are aligned with the Company's "Food on the Go" strategy, enhancing its ability to cater to fast-evolving consumer lifestyles centred around convenience, mobility, and impulse dining. In parallel, the Company continues to invest in digital transformation to enhance customer engagement, localise menus to regional tastes, and grow its footprint in institutional formats such as airports, food courts, and transit hubs.

Subsequent to the end of the Financial Year 2024-25, the Company has entered into a Share Purchase Agreement with Sky Gate Hospitality Private Limited ("Sky Gate"), its Promoters/ Founders and Selling Shareholders of Sky Gate and executed other transaction documents (collectively "Transaction Documents") to acquire ~ 80.72% equity stake, on fully diluted basis, in Sky Gate along with its subsidiaries for consideration other than cash, being swap of equity shares of the Company. The proposed acquisition is subject to the terms and conditions mutually agreed in the Transaction Documents and fulfillment of customary conditions precedent. Upon completion of the above transaction, Sky Gate will become a subsidiary of the Company. This strategic acquisition brings three well-established Indian cuisine brands- 'Biryani By Kilo', 'Goila Butter Chicken', and 'The Bhojan' into the Company's growing portfolio. Sky Gate, founded in 2015, operates over 100 outlets across 40+ cities in both dine-in and cloud kitchen formats and is amongst the first ones to introduce the 'handi biryani' concept and deliver freshly prepared biryani. This acquisition will significantly strengthen the Company's presence in the Indian cuisine segment, enhanced portfolio diversification, and advance its 'House of Brands' strategy, reinforcing the Company's position as one of the leading player in the Indian QSR industry.

With a balanced portfolio of global brands and innovative Indian concepts, a strong operational foundation, and a scalable business model, the Company is well-positioned to capitalise on opportunities within India's fast-evolving food service landscape and strengthen its presence in high- potential international markets.

Your Company has not accepted any deposits from the public during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

During the year under review, the Company has not transferred any amount to Reserves.

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

Your Directors have not recommended any dividend on equity shares for the year under review in order to conserve the resources for the future growth of the Company. The Company has in place a Dividend Distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI Listing Regulations"] and the same is available on the website of the Company i.e. https://www. dil-rjcorp.com/wp-content/uploads/2021/08/Dividend-

Distribution-Policy.pdf.

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from ? 120.59 crore comprising 1,20,58,58,878 equity shares of face value of ? 1/- each to ? 120.63 crore comprising 1,20,62,66,378 equity shares of the face value of ? 1/- each pursuant to allotment of 4,07,500 equity shares under the Employees Stock Option Scheme 2021 ("ESOP Scheme 2021").

Subsequent to the end of the Financial Year 2024-25, the Company has allotted 19,52,500 equity shares on May 15, 2025 under the ESOP Scheme 2021, pursuant to which the issued, subscribed and paid-up equity share capital of the Company has increased to ? 120.82 crore comprising 1,20,82,18,878 equity shares of the face value of ? 1/- each.

At the end of the Financial Year under review, the Company has one Employee Stock Option Scheme viz. ESOP Scheme 2021.

A certificate from Secretarial Auditor of the Company i.e. M/s. Sanjay Grover & Associates, Company Secretaries, has been received confirming that ESOP Scheme 2021, have been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations") and in accordance with resolutions of the Company. A copy of the certificate has been uploaded on the website of the Company i.e. https://dil-rjcorp.com/annual-general-meeting/.

The Statutory disclosures as mandated pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI ESOP Regulations, are available on the website of the Company i.e. https://dil- rjcorp.com/annual-general-meeting/.

RJ Corp Limited continued to be the holding company and held 59.26% of the paid-up equity share capital of the Company as of March 31, 2025. The Promoter/ Promoter Group, including RJ Corp Limited, held 62.72% of the paid-up equity share capital of the Company as of March 31, 2025.

During the year under review, the Company and PVR INOX Limited ("PVR INOX") have entered into a Shareholders' Agreement dated May 14, 2024, inter-alia to undertake business relating to development and operation of food courts situated within shopping malls in India. For this purpose, a company namely Devyani PVR INOX Private Limited ("Devyani PVR INOX") was incorporated on July 26, 2024. The Company and PVR INOX hold equity share capital in the ratio of 51:49 in Devyani PVR INOX.

As on March 31, 2025, your Company has following subsidiaries:

- Devyani International (Nepal) Private Limited, wholly- owned subsidiary;

- RV Enterprizes Pte. Ltd., subsidiary;

- Devyani International (Nigeria) Limited, step-down subsidiary;

- Devyani RK Private Limited, subsidiary;

- Devyani International DMCC, subsidiary;

o White Snow Company Limited, step-down subsidiary;

o Blackbriar Co., Ltd., step-down subsidiary;

o Yellow Palm Co., Ltd., step-down subsidiary;

o Restaurants Development Co., Ltd., step-down subsidiary; and

- Devyani PVR INOX Private Limited, subsidiary (w.e.f. 26.07.2024).

Your Company did not have any Associate/ Joint Venture as defined under the provisions of the Act.

In compliance with the provisions of Section 129 of the Act and the SEBI Listing Regulations, the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Indian Accounting Standards ("Ind AS") and form part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries/ Joint Ventures/ Associates of the Company (including their performance and financial position) in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the Consolidated Financial Statements. The highlights of the performance of Subsidiaries/ Joint Ventures/ Associates and their contribution to the overall performance of the Company are included as part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at https://dil-rjcorp. com/dil/financial-information/. Financial Statements of the aforesaid subsidiary companies are also kept open for inspection by the Members at the Registered Office of

the Company on all working days up to the date of Annual General Meeting ("AGM") between 11:00 A.M. to 02:00 P.M. and also during the AGM as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office.

In terms of the provisions of the SEBI Listing Regulations, your Company has a 'Policy for Determination of Material Subsidiary and Governance of Subsidiaries'. During the year under review, the Board of Directors have approved certain amendments to the Policy in compliance to the provisions of the SEBI Listing Regulations and the same is available on website of the Company i.e. https://www.dil-rjcorp.com/wp- content/uploads/2021/06/Policy-on-Material-Subsidiary. pdf.

Based on the Consolidated Financial Statements as on March 31, 2025, your Company has two material unlisted subsidiaries i.e. Devyani International DMCC and Restaurants Development Co., Ltd.

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. During the year under review, the Board of Directors on the recommendation of the Audit, Risk Management and Ethics Committee has approved certain amendments to the Policy in compliance to the provisions of the SEBI Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. The policy is available on the website of the Company i.e. https://www.dil-rjcorp.com/wp-content/ uploads/2021/06/Policy-on-Related-Party-Transactions. pdf.

All contracts/ arrangement/ transactions, as defined in Section 188 of the Act, entered into by the Company during the Financial Year 2024-25 with related parties were in the ordinary course of business and on arm's length basis. Further, the Company has not entered into material contracts/ arrangement/ transactions with related parties in terms of the provisions of the Act read with Rules made thereunder. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for the Financial Year 2024-25 and hence, does not form part of this report.

For details on related party transactions, members may refer to the notes of the Standalone Financial Statement.

Particulars of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Act read with Rules made thereunder and the applicable provisions of the SEBI Listing Regulations, Dr. Naresh Trehan (DIN: 00012148), Dr. Girish Kumar Ahuja (DIN: 00446339) and Mr. Pradeep Khushalchand Sardana (DIN: 00682961) were appointed as Independent Directors of the Company w.e.f. April 21, 2021 for a term up to 3 years and their office as Independent Directors of the Company was up to April 20, 2024. Dr. Naresh Trehan had expressed his inability for re-appointment as an Independent Director and accordingly, not offered himself for re-appointment for the second term. Hence, he ceased to be an Independent Director of the Company w.e.f. the close of business hours of April 20, 2024. The Board of Directors placed on record its appreciation for contributions made by Dr. Trehan during his tenure as an Independent Director.

Considering knowledge, acumen, expertise, experience (including the proficiency), skills, valuable contribution to the deliberations at the meetings of the Board/ Committees, and basis performance evaluation and on the recommendations of Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 2, 2024, re-appointed Dr. Girish Kumar Ahuja and Mr. Pradeep Khushalchand Sardana, as Independent Directors of the Company to hold office for a second term of up to 5 (Five) consecutive years w.e.f. April 21, 2024, and the appointments were duly approved by the Shareholders of the Company at their 33^rd AGM held on July 5, 2024.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on February 11,2025, designated Dr. Girish Kumar Ahuja as Lead Independent Director of the Company, inter-alia with the following responsibilities:

i) To hold meetings of the Independent Directors as and when required;

ii) To call and preside over all meetings of lndependent Directors and providing candid feedback to Chairperson/ management;

iii) To facilitate the role of intermediary among the Chairman of the Board and the Independent Directors; and

iv) To perform such other duties as may be delegated to

Lead Independent Director by the Board/Independent Directors.

Further, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on May 23, 2025, re-appointed Mr. Virag Joshi (DIN: 01821240) as a Whole-time Director of the Company, designated as 'President & Chief Executive Officer' of the Company, liable to retire by rotation, for a period of up to 3 (Three) years w.e.f. January 1, 2026 and the re-appointment is subject to the approval of the Shareholders of the Company at the ensuing AGM.

In compliance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Ravi Jaipuria (DIN: 00003668) and Mr. Virag Joshi (DIN: 01821240), Directors, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The resolution(s) seeking members' approval for their re-appointment form part of the Notice of 34^th AGM. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends their re-appointment.

Brief resume and other details of the Directors seeking re-appointment at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Council of the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are separately disclosed in the Notice of 34^th AGM.

Mr. Rahul Suresh Shinde (DIN: 07166035), resigned from the post of Whole-time Director (CEO-Yum Brands) and Director of the Company w.e.f. close of business hours of April 1,2024. The Board of Directors placed on record its appreciation for contributions made by Mr. Shinde during his tenure.

During the year under review, there was no change in Key Managerial Personnel of the Company.

Mr. Virag Joshi, Whole-time Director (President & Chief Executive Officer), Mr. Manish Dawar, Whole-time Director & Chief Financial Officer and Mr. Pankaj Virmani, Company Secretary and Compliance Officer, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act.

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and none of the Directors served as an Independent Director in more than seven listed entities as on March 31, 2025. Further, no Whole-time Director served as an Independent

Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2025, have been made by the Directors and have been reported in the Corporate Governance Report and form part of the Annual Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. Based on the aforesaid declarations received from Independent Directors, the Board of Directors confirms that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations and are independent of the Management.

A certificate from M/s. Sanjay Grover & Associates, Company Secretaries, that none of the Directors on the Board of the Company had been debarred or disqualified by Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority from being appointed or continuing as Directors of companies, forms part of the Annual Report.

The number of meetings of the Board including composition are set-out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and the SEBI Listing Regulations.

The Board has constituted an Audit, Risk Management and Ethics Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, CSR & ESG Committee, in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder and/ or the SEBI Listing Regulations. The number of meetings of the Committees of the Board including composition are set-out in the Corporate Governance Report which forms part of this

report. The intervening gap between the meetings was within the period prescribed under the provisions of the SEBI Listing Regulations.

To comply with the provisions of Section 134(3)(p) of the Act read with Rules made thereunder and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually, including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and Committees of the Board of Directors.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. The Board is responsible to monitor and review the evaluation framework.

Further, in compliance with Schedule IV to the Act and Regulation 25(4) of the SEBI Listing Regulations, Independent Directors have also evaluated the performance of NonIndependent Directors, Chairman and Board as a whole, at a separate meeting of Independent Directors held on February 11,2025.

Your Company has in place Remuneration Policy for Directors, Key Managerial Personnel (KMPs), Senior Management and other Employees of the Company in terms of the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of the SEBI Listing Regulations. The Policy is available on the website of the Company i.e. https://www.dil- rjcorp.com/wp-content/uploads/2021/08/Remuneration- Policy.pdf. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

The information required to be disclosed in the Board's Report pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure - A.

A statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. However, in terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any Member interested in obtaining

a copy of the same may write to the Company Secretary at companysecretary@dil-rjcorp.com. None of the employees listed in the said Annexure are related to any Director of the Company.

The Members at their 29^th AGM held on September 24, 2020, had appointed Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013) as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 29^th AGM till the conclusion of 34^th AGM of the Company to be held in the year 2025.

Further, O P Bagla & Co LLP, Chartered Accountants (Firm Registration Number: 000018N/N500091) were appointed as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 31^st AGM held on June 28, 2022 till the conclusion of 36^th AGM of the Company to be held in the year 2027.

Considering satisfactory performance of Walker Chandiok & Co LLP, Chartered Accountants, the Board of Directors, at its meeting held on May 23, 2025, on the recommendation of the Audit, Risk Management and Ethics Committee, have recommended the re-appointment of Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013) as Joint Statutory Auditors of the Company subject to approval of the members, for a second term of up to 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 39^th (Thirty Nineth) AGM of the Company to be held in the year 2030. The resolution seeking members' approval for their re-appointment form part of the Notice of 34^th AGM. The Company has received their written consent along with a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Joint Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and that they hold a valid certificate issued by the Peer Review Board of Institute of Chartered Accountants of India.

The Reports of Joint Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year 2024-25 do not contain any qualification, reservation, adverse remarks or disclaimer and form part of the Annual Report.

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance of Cost Records were not applicable on the Company during

Financial Year 2024-25.

The Board of Directors on the recommendations of the Audit, Risk Management and Ethics Committee had appointed M/s. Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit of your Company for the Financial Year 202425. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is attached to this report as Annexure - B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers.

The Company has no material unlisted subsidiaries incorporated in India which need to undertake Secretarial Audit, in terms of Regulation 24A of the SEBI Listing Regulations.

Further, pursuant to the provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, and subject to approval of the members at the ensuing AGM of the Company, the Board of Directors at its meeting held on May 23, 2025, on recommendation of the Audit, Risk Management and Ethics Committee, have appointed M/s. Sanjay Grover & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2001DE052900) as Secretarial Auditors of the Company for a term of up to 5(Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 39^th (Thirty Ninth) AGM of the Company to be held in the Year 2030.

M/s. Sanjay Grover & Associates have given their consent to act as Secretarial Auditors of the Company . They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and the SEBI Listing Regulations.

The Company has in place anti-sexual harassment policy on 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace' in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH") and Rules made thereunder. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at workplaces in accordance with the POSH. The Internal Complaint Committee ("Committee") constituted in compliance with the POSH ensures a free and fair enquiry process with clear timelines for resolution.

At the beginning of the year under review no complaint was pending with the Committee and during the year thirteen

complaint(s) were received. The Committee disposed off eight complaints and five complaints were pending at the end of the Financial Year 2024-25. Subsequent to the end of the Financial Year 2024-25, four more complaints were disposed off.

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/ dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report.

The Vigil Mechanism Policy is available on the Company's website at https://www.dil-rjcorp.com/wp- content/uploads/2022/03/Vigil-Mechanism-Policy-DIL.pdf.

Pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, shall constitute a Risk Management Committee. The Audit, Risk Management and Ethics Committee of the Board of Directors also performs the role of Risk Management Committee and inter-alia monitors and reviews the risk management plan, risk mitigation measures, cyber security and such other functions as per the terms of reference and as may be assigned by the Board from time to time.

The Company has a Risk Management Policy for identification and evaluation of business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions.

Your Company has in place adequate Internal Financial Controls commensurate with the nature, size and complexities of operations. The reports on Internal Financial Controls issued by Walker Chandiok & Co LLP, Chartered Accountants and O P Bagla & Co LLP, Chartered Accountants, Joint Statutory Auditors of the Company are annexed to the Auditors' Report on the Financial Statements of the Company and do not contain any reportable weakness of the Company.

Your Company has a Corporate Social Responsibility (CSR) Policy which is available on the Company's website at https://www.dil-rjcorp.com/wp-content/uploads/2022/12/

Corporate-Social-Responsibility-Policy.pdf. In terms of Section 135 of the Act, a CSR Committee has been constituted.

Further, in order to have increased focus, experts' advice and governance structure in place for Environmental, Social and Governance (ESG) initiatives, the CSR Committee has been assigned the additional role of ESG initiatives for the Company. Accordingly, the Board of Directors at its meeting held on August 5, 2024, changed the nomenclature of the CSR Committee to 'CSR and ESG Committee' and modified the terms of reference of the Committee to include the following:

(i) To approve the Company's Environmental, Social and Governance (ESG) strategy including related targets and incentives;

(ii) To provide oversight of the execution of the ESG Strategy and the Company's progress on its ESG commitments and targets;

(iii) To provide oversight of the key policies and programs required to implement the ESG Strategy;

(iv) To provide advice and direction to the Company's management on implementation of the Company's ESG Strategy; and

(v) To identify opportunities and risks to the Company's operations, its reputation and its corporate responsibility.

Annual Report on CSR activities for the Financial Year 2024-25 as required under Section 134 and 135 of the Act read with Rules made thereunder is attached to this report as Annexure - C.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

(i) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they 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 your Company as at March 31,2025 and of the Profit of the Company for the period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) t hey have prepared the annual accounts on a going concern basis;

(v) they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached to this report as Annexure - D.

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

Business Responsibility and Sustainability Report for the Financial Year 2024-25 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued by SEBI, forms part of the Annual Report.

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set-out by SEBI. The report on Corporate Governance as stipulated under the SEBI Listing Regulations is attached to this report as Annexure - E. The certificate from M/s. Sanjay Grover & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance is also attached to the Corporate Governance Report.

The Equity Shares of the Company are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") having nation-wide trading terminals. Annual Listing Fee for the Financial Year 2025-26 has been paid to NSE and BSE.

The Annual Return of the Company in terms of Section 92(3) and 134(3)(a) of the Act is available on website of the Company at https://dil-rjcorp.com/corporate-governance/.

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statement.

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

Your Directors confirm that no disclosure or reporting is required in respect of the following matters/ events as no such matter/ event has taken place during the year under review:

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

2. The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

3. Issue of Sweat Equity Shares.

4. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2024-25.

5. No instance of one-time settlement with any bank or financial institution.

6. No material changes and commitments have occurred after the closure of the Financial Year 2024-25 till the

date of this Report, which would affect the financial position of your Company.

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company's resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities,

Banks/ Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been critical for the Company's success. Your Directors look forward to their continued support in future.