DJ Mediaprint & Logistics Ltd

Dear Members,

The Board of Directors of DJ Mediaprint & Logistics Limited ("The Company" or "DJML') are pleased to present their Report along with the Audited Financial Statements of the Company for the financial year ended March 31,2025

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31, 2025 and March 31, 2024 are Ind AS compliant.

The Company's financial performance during the year ended March 31,2025 compared to the previous financial year is summarized below

During the Financial Year under review, the Company delivered an impressive performance, achieving a robust turnover of ' 7806.69 lakhs, a significant increase from ' 5704.10 lakhs in the previous financial year. The EBITDA margin demonstrated strength, growing from ' 1406.71 lakhs to ' 1727.02 lakhs.

Net profit (before tax) exhibited a phenomenal growth rate of 27.62%, soaring from ' 630.73 lakhs in the previous year to ' 804.92 lakhs in the year under review. Meanwhile, net profit (after tax) marked an impressive growth rate of 29.96%, rising from ' 503.95 lakhs to ' 654.91 lakhs.

The Board of Directors commends the robust growth in operations, particularly in Printing, Mailing, Logistics, Scanning, Record Management, and Newspaper Advertisement.

As of March 31, 2025, the total debt of the Company stood at ' 1639.30 lakhs, compared to ' 1546.18 lakhs in March 31, 2024. The Company is strategically planning to augment long-term funds to further expand and diversify its business in due course.

The Company's success can be attributed to its strategic approach to customer relationship management, which has enabled it to attract new customers while strengthening relationships with existing ones, driving

remarkable sales growth. Additionally, stringent cost control and process optimization have led to healthy margins. The Company prioritizes employee safety, operational continuity, and uninterrupted customer services, taking timely and proactive measures to ensure these aspects.

Moving forward, the management remains committed to cost reduction and productivity enhancement, leveraging technology, streamlining processes and investing in people to drive business growth and navigate uncertain times successfully.

The Annual Audited Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 ("the Act") and are prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations").

The Annual Audited Financial Statements of the Company are prepared on a going-concern basis.

The Cash Flow statement for the year 20242025 is attached to the Balance Sheet.

Your Directors at its meeting held on June 18, 2025 are pleased to recommend a dividend of ' 0.10/- per equity share amounting to ' 32,48,352 (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961) for the financial year ended March 31, 2025, subject to the approval of the members at the forthcoming 16^th Annual General Meeting (AGM) of the Company. The dividend is payable to those shareholders whose names appear in the Register of Members as on Wednesday, July 16, 2025.

The Company proposes to transfer ' 65.49 Lakhs to the General Reserve Account during the financial year ended March 31, 2025.

Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the financial statements.

The Company's Authorised Capital was increased from ' 15,00,00,000 ( Rupees Fifteen Crores only)divided into 1,50,00,000 (One Crore Fifty lakhs) Equity Shares of ' 10/- (Rupees Ten Only) to ' 50,00,00,000 ( Rupees Fifty Crores only) divided into 5,00,00,000 ( Five Crore) Equity Shares of ' 10/- (Rupees Ten Only). The same was approved by the Members at the 15^th Annual General Meeting of the Company held on July 13, 2024.

The Company issued 2, 16,55,680 (Two crores, Sixteen lakhs, Fifty Five Thousand, Six Hundred and Eighty) equity shares as bonus shares in the ratio of 2:1 (i.e. Two fully paid equity shares for every One fully paid equity shares already held)

The same was approved by the Members at the 15^th Annual General Meeting of the Company held on July 13, 2024 and the said bonus shares were allotted on August 10, 2024.

The Issued, Subscribed and Paid Up Capital of the Company increased from to ' 10,82,78,400 (Rupees Ten Crores, Eighty Two Lakhs, Seventy Eight Thousand, Four Hundred) to ' 32,48,35,200 (Rupees Thirty Two Crores, Fourty Eight Lakhs, Thirty Five Thousand Two Hundred) consequent to the issue of 2,16,55,680 (Two crores, Sixteen lakhs, Fifty Five Thousand, Six Hundred and Eighty) Bonus shares during the year under review.

The Issue of Convertible Equity Share Warrants were approved by the Shareholders with requisite majority on October 06, 2024 through Postal Ballot (remote e-voting) dated September 06, 2024, results of which were declared on October 08, 2024. Subsequently, 82, 33,359 Convertible Equity Share Warrants at an issue price of Rs 114/- on Preferential Basis were allotted on January 02, 2025.

The Authorised Capital of the Company was increased from ' 15,00,00,000 ( Rupees Fifteen Crores only)divided into 1,50,00,000 (One Crore Fifty lakhs) Equity Shares of ' 10/- (Rupees Ten Only) to ' 50,00,00,000 ( Rupees Fifty Crores only) divided into 5,00,00,000 ( Five Crore) Equity Shares of ' 10/- (Rupees Ten Only) .The same was approved by the Members at the 15^th Annual General Meeting of the Company held on July 13, 2024, thus resulting in an amendment to Clause V of the Memorandum of Association.

DJ Mediaprint & Logistics Limited acquired 51% stake in Sai Links, a Partnership Firm, effective January 22, 2025. The Financial Statements of the

Subsidiary Company are placed on the website of the Company and will be provided to the Members on request.

As on March 31,2025 the company does not have any Joint Venture and Associate companies.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Subsidiary Sai Links, duly audited by the Statutory Auditors are attached to the financials.

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual Report under the head 'Management Discussion and Analysis'.

In compliance with the provisions of regulation 17(1 )(a) of the SEBI Listing Regulations, the board of directors shall have an optimum combination of Executive and Non-Executive Directors with at least one Independent Woman Director and not less than fifty per cent of the Board of Directors shall be Non-Executive Directors.

As on March 31, 2025, the Board of the Company consists of Eight (8) Directors comprising of One Chairman and Managing Director, Two NonExecutive Directors, Two Whole -Time Directors, and Three Independent Directors including One Women Independent Director.

There were no changes in the above during the year under review.

In accordance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Articles of Association of the Company, Mr. Dwarka Prasad Gattani (DIN: 06865570), NonExecutive Director, retires by rotation at the ensuing Annual General Meeting ('AGM') and being eligible, offers himself for re-appointment.

Your Directors recommend the re-appointment of Mr. Dwarka Prasad Gattani (DIN: 06865570), Non-Executive Director a Director of the Company.

Mr. Ganesh Nathuram Dhonde(DIN : 10664920) and Ms. Nirmala Patwa (DIN:10664922) were appointed as Independent Directors of the Company for first term of 5 consecutive years w.e.f. June 18, 2024. The Board is of the opinion that Mr. Ganesh Nathuram Dhonde and Ms. Nirmala Patwa hold high integrity, have expertise and experience required for the role of Independent Directors in the Company. Ms. Deeksha Devadiga and Mr. Purushottam Mahadeo Dalvi Independent Directors of the Company, resigned due to prior commitments and consequently they ceased to be the Independent Directors of the Company w.e.f June 18, 2024.

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation

16(1 )(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have 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 and that they are independent of the Management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have also confirmed their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Further, the Board, after taking these declarations/disclosures on record and acknowledging the veracity of the same, opines that the Independent Directors of the Company strictly adheres to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, none of the Directors are debarred from holding office as Director by virtue of any order of SEBI or any other competent authority.

In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2024-25 are as follows:

The Directors are provided with comprehensive opportunities to familiarize themselves with the Company, its Management, and operations through various initiatives. Upon joining the Board, Directors undergo induction and familiarization programs, including site visits, to gain insights into the Company's workings. Independent Directors are formally apprised of their roles, responsibilities, and terms of engagement through a letter of appointment. The Whole-Time Director and CFO provide an overview of operations, Company values, and commitments, while also introducing Directors to the organization structure, Board procedures, and management strategies. Quarterly updates are provided on Board Committee roles, responsibilities, and meetings, and Senior Management presents industry outlook, financial highlights, and regulatory updates at Board Meetings, facilitating Director Interaction and keeping them informed of Company developments.

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled 'Familiarization Programme

for Independent Directors' ("Familiarization Policy"). The Familiarization Policy is available on the website of the Company at the weblink: https://www.djcorp.in/images/

Familarisation%20programme%20of%20ID.pdf

The Familiarization Policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual directors and its committees. In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairperson & Whole-time Director and Managing Director of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Company's website at the weblink: https://www. djcorp.in/images/Nomination%20and%20 remuneration%20Policy.pdf

The policy contains, inter-alia, principles governing Directors', KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

During the financial year 2024-25, 6(six) Board meetings were convened.

The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

During the financial year 2024-25, 6(six) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report, forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

During the financial year 2024-25, 2(two) Nomination and Remuneration Committee meetings were convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

During the financial year 2024-25, 1(one) Stakeholders' Relationship Committee meeting was convened. The composition of the Stakeholders' Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

During the financial year 2024-25, 2(two) Corporate Social Responsibility Committee meetings were convened. The composition of the Corporate Social Responsibility Committee is given in the Corporate Governance Report, forming part of this Annual Report.

All transactions entered by the Company during the financial year 2024-25 with related parties were in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. All such transactions were approved by the Audit Committee and the Board, from time to time and the same are disclosed in the financial statements of your Company for the financial year under review. The Company had obtained prior approval of the Audit Committee for all the related party transactions during the Financial Year 2024-25 as envisaged in Regulation 23(2) of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

Further, the Audit Committee had given prior omnibus approval under Regulation 23(3) of the SEBI Listing Regulations and provisions of Section 177 of the Companies Act, 2013, for related party transactions that are foreseen and of repetitive nature during the period under review and the required disclosures were made to the Committee on quarterly basis.

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 or which is required to be reported in Form No. AOC-2 in terms of Section

134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board of Directors of the Company can be viewed on the website of the Company through the link: https://www.djcorp.in/ pages/PQLICY%20QN%20RELATED%20PARTY%20 TRANSACTIONS.pdf

Your Company has established robust internal financial controls that are commensurate with its size, scale, and complexity of operations. These controls are designed to ensure the accuracy, reliability, and transparency of financial reporting. To reinforce these systems, regular audits and review processes are conducted, ensuring their effectiveness and relevance.

The Company's Auditors have audited and assessed the Internal Financial Controls during the financial year under review, in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the assessment, no material weaknesses were observed in the effectiveness of internal control systems, and no deficiencies in design or operation were noted.

The Statutory Auditors have examined the internal financial controls and submitted an unmodified opinion on the adequacy and operating effectiveness of internal controls over financial reporting for the financial year ended March 31, 2025. This opinion underscores the Company's commitment to maintaining strong internal controls.

The Internal Auditor reports to the Audit Committee, which comprises Independent Directors, ensuring objectivity and transparency in the audit process. The Company has also implemented a delegation of authority framework, which creates effective checks and balances to prevent gaps. Notably, no letters of internal control weaknesses were issued by the Internal Auditor or Statutory Auditors during the financial year.

Your Company recognizes that strengthening internal controls is an ongoing process. It is committed to continuously adapting its internal controls to changing business needs and environment, ensuring they remain effective and relevant. This commitment reflects the Company's dedication to maintaining a robust system of internal controls that supports its operations and financial reporting.

a) Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. ADV & Associates., Chartered Accountants (FRN: 128045W) were appointed as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years from conclusion of the 15^th Annual General Meeting until the conclusion of the 20^th Annual General Meeting of the Company, to be held for the financial year 202930, at such remuneration as may be determined by the Board of Directors.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013. Further, as required under the relevant regulation of SEBI Listing Regulations, the Statutory Auditors had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.

The Auditors' Report on the Financial Statements, both Standalone and Consolidated for the financial year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks and forms part of Annual Report.

The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Abbas Jawadwala & Associates, Practicing

Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2024-25 and the Secretarial Audit Report is annexed herewith as 'Annexure I'. There is no reservation, qualification or adverse remark in their Report.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report from M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, for the financial year ended March 31, 2025, confirming compliance of the applicable SEBI Listing Regulations and circulars/ guidelines issued thereunder, by the Company. The said Report has been submitted to the Stock Exchanges within the prescribed statutory timelines.

At their meeting held on June 18, 2025 Board of Directors have approved the appointment of M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company on such remuneration as decided by the Board and the Secretarial Auditors to hold office for a period of five years from the F.Y. 202526 upto the F.Y. ended 2029-30, subject to approval of shareholders at the 16^th Annual General Meeting.

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company's processes.

The Board has appointed M/s J K S & CO. (Firm Registration No.159727W), Chartered Accountants as the Internal Auditor of the Company for the Financial Year 2024-25. The Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which covers, inter-alia, corporate, core business operations, as well as support functions and is reviewed and approved by the Audit Committee.

The internal audit approach verifies compliance with the operational and system related procedures and controls. Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

The provisions of Cost Audit and maintenance of cost records as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, are not applicable to the Company and hence such accounts and records are not required to be maintained by the Company.

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earning & outgo is given in Annexure III forms part of this report.

In accordance with provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), a detailed report on Corporate Governance is included in the Annual Report. M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified that your Company is in compliance with the requirements of Corporate Governance in terms of Listing Regulations and their Compliance Certificate on Corporate Governance is annexed to the Report "Annexure IV".

The Company believes that as a responsible corporate citizen, it has a duty towards the society, environment, and the country where it operates. The Company's sense of responsibility (which goes beyond just complying with operational and business statutes) towards the community and environment, both ecological and social, in which it operates is known as corporate social responsibility.

The CSR Committee of the Board is constituted in compliance with the provisions of the Act read with the applicable rules made thereunder.

The CSR Committee of the Company comprises of 3 (Three) Directors as on March 31, 2025 as detailed hereunder.

Company Secretary of the Company acts as the Secretary to the CSR Committee.

The terms of reference of CSR committee has been disclosed in the Corporate Governance section of Annual Report and a detailed breakup of expenditure carried out on CSR activities has been disclosed in the Corporate Social Responsibility Report attached as Annexure II of the Board's Report.

On the recommendation of the CSR Committee, the Board of Directors have adopted and formulated comprehensive Corporate Social Responsibility policy, which sets out the objective, areas, activities and the manner in which the expenditure on CSR obligation would be carried out by the Company.

The CSR Policy including a brief overview of the projects or programs approved by the Board is uploaded on the Company website and can be accessed through the weblink: https://www.djcorp. in/pages/Amended-CSR-Policy-DJML.pdf

During the financial year under review, the Company has spent ' 11.31 Lakhs towards CSR activities as stipulated under Schedule VII. There is no unspent CSR expenditure as on March 31, 2025.

The Company's average CSR obligation in the three immediately preceding financial years does not exceed '10 crores. Hence, the Company is not required to undertake impact assessment, through an independent agency in terms of Rule 8(3)(a) of the Companies (Corporate Social Responsibility)

Rules, 2014.

However, in line with the CSR Policy, the Company voluntarily conducts internal assessments, situational analysis, need assessment surveys, project visits or social audits etc. to monitor and evaluate the CSR projects of the Company

Annual Report on CSR for the financial year 202425 including the salient features of the CSR Policy adopted by the Company is annexed as Annexure II of this report and forms part of the Annual Report.

The Vigil Mechanism as envisaged in the Act, the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Company's Whistle Blower Policy. The Whistle Blower Policy provides a mechanism for the Directors, employees and all the stakeholders of the Company to report their genuine concerns and provides adequate safeguard against victimization to those who use such mechanism.

Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct Policy, actual or suspected fraud, any other malpractice, impropriety or wrong doings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company etc.

Further, the mechanism adopted by the Company

encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. Further, no personnel have been denied access to the Audit Committee during the financial year under review.

The Whistle Blower Policy is available on the Company's website at the weblink: https://www. djcorp.in/pages/Whistle%20Blower%20Policy-%20 Vigil%20Mechanism.pdf

There was no instance of such reporting received during the financial year ended March 31,2025.

The Company has instituted an Internal Complaints Committee (ICC) to redress and manage sexual harassment complaints in a timely manner. The Committee is chaired by a female employee employed at a senior level amongst the employees and has an external senior representative who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/ framework and on certain incidents, if any.

The Company has zero tolerance towards sexual harassment and is committed to providing a safe environment for all. The Company's policy is inclusive, irrespective of the gender or sexual orientation of an individual. It also includes situations around work from home scenarios. To create awareness on this sensitive and important topic, training/ awareness programs are conducted throughout the year to create sensitivity towards ensuring a respectable workplace. Pursuant to the POSH Act, the details regarding the number of complaints received, disposed, and pending

during the financial year, pertaining to incidents under the above framework/ law are as follows:

There are no significant or material orders passed by any Regulators / Courts which would impact the going concern status of the Company and its future operations.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31, 2025 has been uploaded on the website of the Company and can be accessed at www.djcorp.in

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V to this Report. The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section

136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the following statement and confirm that;

a. in the preparation of the annual accounts, the applicable accounting standards had 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 and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year March 31,2025 and of the profit and loss of the Company for the financial year ended March 31,2025;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing

and detecting fraud and other irregularities;

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 that such internal financial controls are adequate and were operating effectively; and

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

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

As stipulated in Regulation 34(2)(f) of the SEBI Listing Regulations, the top one thousand listed entities based on market capitalization shall report Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as may be specified by the Board. During the year under review this report is not applicable to our Company.

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework

which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business. The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Company's risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

The Board of Directors of the Company has adopted the Code of Conduct for its Directors and Senior Management Personnel of the Company in compliance with Regulation 17(5) of the SEBI Listing Regulations. For the financial year 2024-25, all Board members and Senior Management personnel of the Company have affirmed the compliance with the code as applicable to them and a declaration to this effect signed by the Chief Executive Officer and forms part of the Corporate Governance Report. The Company's Code of Conduct for Directors and Senior Management is hosted on the website of the Company at https://www.djcorp. in/pages/Code of Conduct Directors Senior Management Personnel.pdf. The Declaration signed by the Managing Director stating that members of the board and senior management personnel have affirmed the compliance vide Code of Conduct of the board and senior management is attached to the report on corporate governance.

The Board states that no disclosure or reporting is

required in respect of the following items as there

were no transactions on these items during the

financial year:

1) As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

2) As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

3) As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the Employees Stock Option Schemes;

4) Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from its subsidiary;

5) Since the Company has not formulated any scheme of provision of money for the purchase of own shares by employees or by the trustee for the benefit of the employees in terms of Section 67(3) of the Act, no disclosures are required to be made;

6) There was no revision of financial statements and the Board's Report of the Company during financial year;

7) There has been no change in the nature of

business of the Company;

8) No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial along with their status as at the end of the financial year is not applicable; and

9) The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable for the financial year.

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

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

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, 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 shareholders.

Dinesh Kotian Chairman & Managing Director DIN:01919855

Place: Mumbai Date: June 18, 2025