D & H India Ltd Directors Report

To

THE MEMBERS OF D & H INDIA LIMITED

The Directors take pleasure in presenting their 39^th Annual Report along with the Audited Standalone and Consolidated financial statements for the year ended 31^st March 2024.

1. Highlights of Performance

• Consolidated income for the year was Rs.15,799.98 Lakh as compared to Rs.13,885.93 Lakh in the previous year, an increase of 13.78%.

• Consolidated net sales for the year was Rs.15,782.16 Lakh as compared to Rs.13,869.20 Lakh in the previous year, an increase of 13.79%;

• Consolidated profit/loss before tax for the year was Rs.461.28 Lakh as compared to Rs.571.04 Lakh profit in the previous year;

• Consolidated profit/loss after tax for the year was Rs.270.49 Lakh as compared to Rs.421.99 Lakh profit in the previous year.

	Consolidated		Standalone
Particulars	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations (Net) & other income	15799.98	13885.93	15799.64	13871.45
Profit before Financial Cost & Depreciation	968.16	952.85	969.16	948.72
Financial Cost	299.31	207.31	298.99	207.30
Depreciation	207.57	174.50	207.48	174.40
Profit Before Tax (PBT)	461.28	571.04	462.69	567.02
Provision for Tax	190.78	149.05	190.68	149.41
Profit After Tax (PAT)	270.49	421.99	272.01	417.61
Less: Minority Interest	-	-	-	-
Balance brought forward from previous year	1690.83	1268.84	1724.12	1306.50
Profit available for Appropriations	1961.32	1690.83	1996.13	1724.12
Earnings Per Share Basic	3.42	5.68	3.43	5.50
Earnings Per Share Diluted	3.42	5.68	3.43	5.37

2. Financial Results

(Rs. In Lakhs except EPS)

Review of Operations /State of Affairs on Standalone Basis:

During the financial year 2023-24, the Company has posted total revenue from operations of Rs. 15782.15 lakhs as against Rs. 13859.75 lakhs in the previous financial year 2022-23 representing an increase in total revenue of 13.87%.

During the year ended on March 31, 2024, the Earnings before Interest, Depreciation and Tax (EBIDTA) has been increased to Rs. 968.16 lakhs as against the EBIDTA of Rs. 952.85 lakhs in the corresponding previous financial year.

The Net Profit before tax of the Company for the financial year 2023-24 has been decreased to Rs. 461.28 lakhs as compared to Rs. 571.04 lakhs during the previous financial year.

Proposed alteration in the Memorandum and Articles of Association:

Your Board of directors at their meeting held on 10^th August, 2024 has proposed to alter the Main Object Clause by insertion of new object clause III(A)(3A) after the existing Object Clause III(A)(3) related to infrastructure Development including mining activities and new ancillary object clause III(B)(28A) after the existing Object Clause (III)(B)(28) of the Memorandum of Association of the company and seeking consent of the members by way of Special Resolution proposed in the ensuing Annual General Meeting. Necessary details are provided in Item no. 8 of the notice of AGM.

Further, the existing Articles of Association of the company is not aligned as per the provisions of the Companies Act, 2013 and the Board at their meeting held on 10^th August, 2024 has considered the matter and recommended to approve the special resolution for substitution of the existing Articles of Association by adoption of new set of Articles of Association. Necessary details of the same are already provided in Item no. 9 of the notice of AGM.

3. Dividend

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2023-24 (Previous Year 2022-23 Rs. Nil) and proposes to retain the profits for future requirements of the Company.

4. Share Capital

The paid-up Equity Share Capital as on 31^st March 2024 was Rs.818.80 Lakh divided into 81.88 Lakh equity shares of Rs. 10/- each.

Pursuant to special resolution passed by the members of the company at their 37^th Annual General Meeting held on 30^th Sept., 2022 for issuance of 7,88,000 warrants of Rs. 42/- each convertible into 7,88,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share per warrant.

Your Company has already made allotment 3,88,000 equity shares pursuant to option exercised by the warrant holder for conversion of 3,88,000 warrants in the year 2022-23 and the remaining

4.00. 000 warrants were also converted into equity shares of Rs. 10/- on 23^rd May 2023 on exercising his option for conversion of warrants into equity shares. The company has also obtained necessary Listing and Trading Approval from BSE Ltd.

Increase in Authorised Share capital

Your Board at their meeting held on 10^th August, 2024 has approved the matter related to increase in Authorised Share Capital from Rs.10.00 Crores divided into 1,00,00,000 equity shares of Rs. 10/- each to Rs.24.00 Crores divided into 2,40,00,000 equity shares of Rs.10/- each by creation of

1.40.00. 000 equity shares of Rs.10/- each and approved the matter related to substitution of the existing clause V of the Memorandum of Association of the company and the Board is seeking consent of the members by way of Special Resolution proposed at the ensuing Annual General Meeting. Necessary details provided in Item no. 7 of the notice of AGM.

5. Transfer of profits to reserves

During the year under review your company has not transferred any amount to the general reserves or any other reserve. However, pursuant to conversion of 4,00,000 warrants into 4,00,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share, the company has transferred Rs.128.00 Lakhs as Security Premium. (P.Y. Rs.124.16 Lakhs)

6. Finance

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

7. Public Deposits

Your Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no unclaimed deposits as on 31^st March, 2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No.	Particulars	Amt in Rs.
1	Details of Deposits accepted during the year	Nil
2	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4	Deposits not in compliance with law	N.A.
5	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

8. Subsidiaries and Associate

As on 31^st March 2024 Your Company has the following companies as its Subsidiaries. However, your company is not a subsidiary, associate or joint venture of any other company nor the company is having any associate or joint venture company during the period under review:-

S. No.	Name of the Company	Status as on 1st April, 2023	Any change in status	Status as on March, 31st 2024
1	V & H Fabricators Pvt. Ltd.	Wholly Owned Subsidiary	No Change	Wholly Owned Subsidiary
2	D & H Middle East FZE	-	Incorporated on 5th May, 2023	Wholly Owned Subsidiary

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements which forms part of this Annual Report.

The Board of Directors at their meeting held on 22^nd Feb., 2024 has passed resolution for closure of the D & H Middle East FZE the Wholly Owned Foreign Subsidiary company has also initiated to process for closure of the company, however, necessary closure order/certificate is awaited from the concerning authorities.

Statement containing salient features offinancial information of the Subsidiary Company Statement containing salient features of financial information of the Subsidiary Companies is disclosed in the prescribed Form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure-A". The Statement also provides details of performance and financial position of above-mentioned Companies. On request by the shareholder, the Company shall provide a copy of financial statements in respect of its Subsidiary Company. However, the same is also uploaded on the website of the company www.dnhindia.com.

The consolidated and standalone financial statements are in compliance with the applicable Indian Accounting Standards (IND AS) to the Company.

9. Director & Key Managerial Personnels:

Executive Directors and KMPs:

The Company has adequate Key Managerial Personnels as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There has been no change in the key managerial personnels during the year under review.

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directors Databank maintained by the IICA as per requirement of the Companies Act, 2013.

Directors liable to retire by rotation and seeking re-appointment:

Mrs. Suhani Doshi (DIN- 09237526) and Mrs. Atithi Vora (DIN: 06899964), Non-Executive Promoter Director are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers themselves for re-appointment. Your directors recommend passing necessary resolution as proposed in the Item No. 2 & 3 of the Notice.

Non-Executive Director (Independent Director) seeking appointment:

Two consecutive term of five years of Mr. Eshanya B. Guppta & Mr. Sunil Kathariya Non-Executive Independent Directors are going to be completed on 14^th May, 2025. As per section 149(10) of the Companies Act, 2013 existing Independent Directors cannot continue beyond the two terms. Therefore, your company needs to appoint further Independent Directors.

Pursuant to Sections 149, 152, 161 read with Schedule IV and other applicable provisions of the Act, Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI(LODR) Regulations, 2015 and upon recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 10^th August, 2024 has appointed Mr. Rajendra Bandi (DIN: 00051441) and in the further meeting of Nomination and Remuneration committee followed by the Board Meeting held on 23^rd August, 2024 has also appointed Mr. Somendra Sharma (DIN: 10736941) as an additional Director in the category of Non-Executive Independent Directors of the Company w.e.f. 10^th August, 2024 and 23^rd August, 2024 respectively for a First Term of 5 (Five) consecutive years till 9^th August, 2029 and 22^nd August, 2029 respectively subject to confirmation of their appointment by the shareholders at the ensuing AGM. Company has received consent from in Form DIR-2 and confirmation of non-disqualification in Form DIR-8 along with declaration of independency as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 from Mr. Rajendra Bandi (DIN: 00051441) and Mr. Somendra Sharma (DIN: 10736941). Further, they are also registered in the database maintained by the IICA and are eligible to being appointed as the Independent Director of the company.

Your Board have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possesses relevant expertise and experience and their continued association as director will be of immense benefit and in the best interest of the Company.

Therefore, your Board recommends passing of necessary special resolution to that effect as set out in the Item No. 5 and 6 of notice of the Annual General Meeting.

Change in directors after closure of the Financial Year and Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors:

After closure of the Financial Year 31^st March, 2024, the following changes took place in the Board of Directors:-

1) Resignation of Mr. Sushil Ratanlal Rawka (DIN: 00156990) Non-Executive Promoter director of the company w.e.f. 10^th August, 2024 due to his personal reasons;

2) Subject to confirmation of members in their ensuing General Meeting, appointment of Mr. Rajendra Bandi (DIN: 00051441) as an Additional Director designated as Non-Executive Independent Director of the company for a first term of 5 (Five) Consecutive years w.e.f. 10^th August, 2024 not liable to retire by rotation and the Board is of the opinion that all the Independent Directors so appointed by the Board carry integrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment;

3) Subject to confirmation of members in their ensuing General Meeting, appointment of Mr. Somendra Sharma (DIN: 10736941) as an Additional Director designated as Non-Executive Independent Director of the company for a first term of 5 (Five) Consecutive years w.e.f. 23^rd August, 2024 not liable to retire by rotation and the Board is of the opinion that all the Independent Directors so appointed by the Board carry integrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment.

10. Remuneration and Nomination Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee (NRC) framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company https://dnhindia.com/policies/remuneration-policy-for-non-executive-directors/. The details of the same are also covered in Corporate Governance Report forming part of this Annual Report.)

11. Board Meeting and Committees of the Board:

11.1 Number of meetings of the Board:

During the financial year, Five (5) Board meetings were convened. The details of which are given in the Corporate Governance report. The intervening gap between the meetings was within the prescribed period under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

11.2 Committees of the Board

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following 3 (Three) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee (NRC)

(c) Stakeholders Relationship Committee (SRC)

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

12. Particulars of Loans, Guarantees or Investments by Company

During the period under review, your company has not provided any loans, guarantees, or provided any security in terms of provisions of section 186 of the Companies Act, 2013. However, the company has made an investment of Rs.11.63 Lakhs in D & H Middle East FZE (Foreign Wholly-

Owned Subsidiary Company). Relevant Details are available in the relevant Notes in the Financial Statements and are not reproduced here in order to avoid duplicacy.

The Investment made by the company are within the limits as provided in section 186 of the Companies Act, 2013. In addition to the above, the company has a policy of providing advances against salary or otherwise to employees of the company.

13. Whistle Blower Policy/ Vigil Mechanism

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. Adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. Direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism / Whistle Blower Policy of the Company are made available on the companys website https://dnhindia.com/policies/whistleblower/ and have also been provided as "Annexure-B" of part of this Board report.

During the year under review no disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

14. Transfer of Amounts to Investor Education and Protection Fund

The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF are available on the Companys website at https://dnhindia.com/investor-relation/shareholder-information/.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

There is no outstanding unpaid divided amount which remains unpaid with the Company.

15. Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-C".

16. Particulars of Remuneration of Employees

The particulars of the remuneration to the directors pursuant to the section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration to the Managerial Personnel) Rules 2014 are enclosed as "Annexure-D".

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of Rs. 8.50 Lakhs per month or Rs. 102.00 Lakhs per annum for the part of the year detailed as below:

Name & Designation of Employee	Mr. Harsh Vora Managing Director	Mr. Saurabh Vora Whole-time Director
Remuneration Received	Rs. 144.07 Lakh	Rs. 120.00 Lakh
Nature of employment	Contractual	Contractual
Qualification & Experience of the Employee	B. Com and More than 39 years experience in the field of Companys product,	B. Tech and 16 years experience in the industry and Industrial Management.
Date of commencement of employment	06/12/1990	01/10/2014
Age	62 years	37 years
Past Employment Details	-	-
% of the Equity shares held by the Employee in the Company	10,99,745 equity shares of Rs. 10/- each (13.43%)	14,01,100 equity shares of Rs. 10/- each (17.11%)
Name of Director or Manager of the Company, relative of such Employee	Mr. Saurabh Vora, Mrs. Suhani Doshi and Mrs. Atithi Vora	Mr. Harsh Vora, Mrs. Suhani Doshi and Mrs. Atithi Vora

1 7. Risk Management & Internal Financial Control and Its Adequacy

The Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short and long-term business goals of your company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

The Internal Financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transaction with proper authorization and ensuring compliances with corporate policies.

18. Annual evaluation by the Board

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the SEBI (LODR) Regulation 2015.

The performance of the board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the SEBI.

The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

19. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm: -

a) That in the preparation of the annual financial statements for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That the Directors have selected such accounting policies and applied them consistently and have made judgment 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 ended 31^st March 2024 and of the profit of the Company for that period;

c) That proper and sufficient care has been taken 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.

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That 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.

20. Auditors and Auditors Report & Comments on the Observations by the Auditors

Statutory Auditors Appointment and their Report

The Companys Auditors, M/s Devpura Navlakha & Co., Chartered Accountants, (FRN 121975W) were appointed for a term of Five years at the AGM of the Company held on 30^th September 2020. Your Board is pleased to inform you that there are no such observations made by the Auditors in their report for the year 2023-24 which needs any explanation by the Board.

Cost Records and Auditors Appointment and their Report

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013, your Directors had appointed M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) to conduct the Audit for the financial year 2023-24. The Company is in process to file the Cost Audit Report for the year 2023-24 to the Central Government.

On the recommendation of the Audit Committee, the Board has re-appointed M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2024-25. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, your Board recommends the remuneration payable to M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) for the financial year 2024-25 for the ratification by the Members in the ensuing Annual General Meeting.

Secretarial Auditors Appointment and their Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D K Jain & Co., (FRN No. I1995MP067500; FCS 3565: CP 2382) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year 2023-24 is annexed herewith as "Annexure E". The Company has re-appointed M/s D K Jain & Co., as the Secretarial Auditor for the year 2024-25.

There is no observation in the Secretarial Audit Report, which needs no comments by the Board of Directors of the company.

21. Management Discussion and Analysis Report

The Management Discussion and Analysis Report covering the matters listed in Reg. 34(2)(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, for the year under review is given as a separate Report in the Annual Report.

22. Corporate Governance

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance is attached in which the following Certificates are given: -

1) Certificate from Mr. Harsh Vora, Managing Director and Mr. Rajesh Songirkar, Chief Financial Officer, pursuant to provisions of the SEBI (LODR) Regulations, 2015 for the year under review was placed before the Board of Directors of the Company at its meeting held on 28^th May, 2024;

2) Auditors Certificate in the Corporate Governance.

3) Certificate from M/s Ritesh Gupta & Co., Practicing Company Secretary, Indore stating that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry Corporate Affairs.

23. CSR Initiatives

In view of the profit of D & H India Limited during immediately preceding three financial years, the company is required to undertake Corporate Social Responsibility (CSR) activities during the year 2023-24 as per provisions of the section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, the company has undertaken activities in the areas of Education as covered in the Schedule VII of the Companies Act, 2013.

The Company was required to spend Rs.4.67 lakhs based of the average qualifying net profits of the last three financial years on CSR activities on projects in FY 2023-24. During the year under review, the Company has spent Rs. 4.67 lakhs on CSR activities within the prescribed time limit.

The Annual Report on CSR containing the composition of the CSR & Sustainability Committee, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in "Annexure -F" attached to this Report. The CSR Policy may be accessed on the Companys website at the link https:// www.dnhindia.com/policies.html.

The Company is not required to have CSR Committee as such, the Board is responsible to implements of the CSR activities.

Your Board informs that, in the F.Y. 2023-24, the net profit of the company of Rs.462.69 Lakhs which is below the threshold limit as prescribed under section 135(1) of the Companies Act, 2013 and the company is not falling under the other threshold limits as prescribed under section 135(1) of the companies Act, 2013. Therefore, your company is not required to undertake any CSR activities in the F.Y. 2024-25.

24. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 for the year ended 31^st March, 2024 is hosted on http://www.dnhindia.com. is provided through the following link https: //dnhindia.com/wp-content/uploads/2024/08/File-No .16. -MGT-7 -as-on-31.03.2024.pdf. The same shall be filed to Registrar of Companies after holding of AGM on 28^th September 2024.

25. Related Party Transactions

All related party transactions that were entered during the financial year under review were on arms length basis and in the ordinary course of the business. Thus, disclosures in Form AOC-2 in terms of section 134 of the Companies Act, 2013 are not required. There were no material significant Related Party Transactions made by the Company during the year that require shareholders approval under Regulation 23 of the Listing Regulations or under section 188 of the Companies Act, 2013.

All Related Party Transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or the need for them cannot be foreseen in advance.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. Disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 is hosted on the website of the Company at https://dnhindia.com/policies/policv-on-related-partv-transactions/.

26. Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards sexual harassment at workplace. It has a well - defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal Committee is in place to redress complaints received regarding sexual harassment. The Company has not received any complaint of sexual harassment during the financial year 2023-2024.

27. Economic Scenario and Outlook

The fast economic growth appears to have and a gradual increase in economic activity is expected in 2024. The medium term to long term growth prospects looks positive in view of the Governments determination to bring in reforms. For the year 2024-25, the economy is expected to grow at a higher rate than in 2023-24. The long-term prospects for the economy are optimistic.

28. Occupational Health & Safety (OH&S)

With regard to contractor safety, the two key focus areas identified were:

• Facility Management for the contractors employees

The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc.

• Equipment, Tools & Material Management.

The Equipment, Tools & Material Management program ensured that the tools used by the contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Companys objectives to ensure ‘Zero Harm.

29. Human Resources

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical / functional capabilities in order to meet future talent requirement.

The Companys HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the industry.

During the year under review, the following Human Resources initiatives received greater focus:

• Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

• Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

• Industrial Relations: The Companys Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

30. Significant and material orders passed by the Regulators or Courts:

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

31. Enhancing Shareholders Value

Your Company believes that its members are the most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. Material changes and commitments affecting the financial position of the company after closure of the financial year.

There is no material change and commitments affecting the financial position of the Company occurred after closure of the financial year and before approval of this report. However, the Board of Directors at their meeting held on 10^th August, 2024 has passed the resolution for alteration in the Main Object Clause by addition on new business activity related to Infrastructure Development including mining activity and subsequent alteration in the Memorandum of Association is proposed for the approval of members in their Annual General Meeting held on 28^th Sept., 2024.

33. Details of Fraud

There are no instances of fraud reported by the Auditors to the Central Government which needs to be disclosed as per requirement of the provisions of section 134(3)(ca) of the Companies Act, 2013 during the year 2023-24.

34. Change in business.

During the year under review, there was no change in the nature of business of the Company. However, the Board of directors at their meeting held on 10^th August, 2024 has passed the resolution for alteration in the Main Object Clause by addition on new business activity related to Infrastructure Development including mining activity and subsequent alteration in the Memorandum of Association is proposed for the approval of members in their Annual General Meeting held on 28^th Sept., 2024.

35. Provision of Voting by Electronic Means.

Your Company is providing E-voting facility as per section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM, and no physical meeting will be held, and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility are provided with the notice of the Meeting.

36. General.

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

c. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

d. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its company or its subsidiary.

e. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

f. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split, declaration and payment of dividend and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company issued 4,00,000 equity shares of Rs. 10/- each pursuant to conversion of warrants during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI ICDR Regulations, 2018;

g. There were no revisions in the Financial Statement and Boards Report.

h. The company is not required to have risk management Committee; however, the Audit Committee will frame, implement and monitor the risk management plan for the Company.

37. Acknowledgments

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

	Harsh Vora	Atithi Vora
Place: Indore	Managing Director	Director
Date: 23rd August 2024	DIN 00149287	DIN 06899964