De Neers Tools Ltd Directors Report

To the Members,

Your Directors have the pleasure in presenting the 4 th Annual Report of your company along with the Audited Financial Statements for the Financial Year ended on March 31 2025. Further, in compliance with the Companies Act, 2013, the company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

SUMMARY OF FINANCIAL PERFORMANCE

The Companys financial performance, for the period ended 31 st March 2025, is summarized below:

(Figures in Rs.)

Particulars	Standalone Financial Year 2024-25 (FY 2025)	Standalone Financial Year 2023-24 (FY 2024)	Consolidated Financial Year 2024-25 (FY 2025)
Total Revenue	1,45,56,13,623	1,11,58,25,584	1,45,29,63,594
Profit Before Tax	23,77,99,963	12,13,79,833	21,90,90,013
Less: Current Tax	5,64,11,727	4,58,00,000	5,64,11,727
Deferred Tax	41,19,641	(1,24,59,094)	41,19,641
Income Tax in earlier years	9,71,798	14,58,423	9,71,798
Profit for the year	17,62,96,797	8,65,80,504	15,75,86,847

REVIEW OF OPERATIONS AND STATEMENT OF COMPANYS AFFAIRS

The Company has been engaged in the business of wholesale trading and import-export of all kinds of hardware tools.

TRANSFER TO GENERAL RESERVES

The Company has earned a good amount of profit during the year, and the management has not transferred any amount to reserves.

RECOMMENDATION OF DIVIDEND

Keeping in view of the growth prospects of the company, the Board has not recommended any dividend for the equity shares for the said year. However, as per the terms of issuance and as statutorily required under the provisions of the Act, the company has already made provisions of Rs. 15,000 for payment towards dividends to preference shareholders.

CHANGES IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has aligned its current systems of internal financial control with the requirement of the Companies Act, 2013. The Internal Control ?€“ Integrated Framework (the 2013 framework) is intended to increase the transparency and account ability in an organizations process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the frame work and ensured its effectiveness.

The companys internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The company has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. It has continued its efforts to align all its processes and controls with best practices.

Gautam Sehgal & Co., the statutory auditors of the company, have audited the financial statements included in this report and have issued an attestation report on the companys internal control over financial reporting (as defined in section 143 of the Companies Act, 2013).

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-2025.

PUBLIC DEPOSITS

During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

LISTING INFORMATION AND STATEMENT PURSUANT TO LISTING AGREEMENT

The Equity Shares of the Company continue to be listed with the NSE EMERGE Platform and in dematerialized form. The Annual Listing fee for the year 2024-25 has been paid.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and the rules framed thereunder, M/s. Gautam Sehgal & Co., Chartered Accountants (Firm Reg. No. 015736N), were appointed as the first statutory Auditors of the Company by the Board of Directors in its board meeting held on 20 th August, 2021, till the conclusion of first AGM, since its incorporation at such remuneration as may be mutually agreed.

Further, the Company approved the appointment of M/s. Gautam Sehgal & Co., Chartered Accountants (Firm Reg. No. 015736N), Statutory Auditors, in the first AGM, for a period of five financial years, i.e. from the conclusion of the 01 st (First) Annual General Meeting (AGM) till the conclusion of 06 th (Sixth) AGM to be held in the financial year 2027.

Thereafter, there has been no change in the Auditors during the period under review.

Auditors Report

The Auditors Report for the financial year ended 31 st March 2025, does not contain any qualification, reservation or adverse remarks. All observations made in the Independent Auditors Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year under review.

The Auditors report is enclosed with the financial statements in this Directors Report.

Secretarial Auditor

The Company had appointed Mr. Shashank Kumar (CP No. 19693) as the Secretarial Auditor of the Company for the Financial Year 2024-25 as per the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The report of the auditor is marked as Annexure-6 of this annual report.

Internal Auditor

The company had appointed M/s. SSAG & Associates, Chartered Accountants (FRN: 016060N), as the Internal Auditors of the Company for the financial year 2024-25.

MAINTENANCE OF COST RECORDS

The Directors state that the overall turnover of the company does not exceed the limit prescribed for maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013; accordingly, such accounts and records are not made and maintained by the Company.

SHARE CAPITAL

Authorized Capital

During the year under review, the authorized capital is INR 30,00,00,000/- divided into 1,00,00,000 Equity Shares of INR 10/- each; and 20,00,000 0.01% Preference shares of INR 100/- each.

Paid-up Capital

As on 31 st March 2025, the companys Paid-up capital stood as follows:

PARTICULAR	NO OF SHARES AND NOMINAL VALUE PER SHARE	AMOUNT (IN RS.)
Equity Share Capital	86,06,400 @ Rs. 10 each	Rs. 8,60,64,000
Preference Share Capital (0.01% Non-Convertible Redeemable Cumulative Preference Share)	20,00,000 @ Rs. 100 each	Rs. 20,00,00,000
Total		Rs. 28,60,64,000

Upto the date of approval of this report, the company has approved the redemption of 10,00,000 preference shares and the same was approved by the Registrar of Companies on 13 th May, 2025. Post redemption of the preference shares, the company has the following capital structure:

PARTICULAR	NO OF SHARES AND NOMINAL VALUE PER SHARE	AMOUNT (IN RS.)
Equity Share Capital	86,06,400 @ Rs. 10 each	Rs. 8,60,64,000
Preference Share Capital (0.01% Non-Convertible Redeemable Cumulative Preference Share)	10,00,000 @ Rs. 100 each	Rs. 10,00,00,000
Total		Rs. 18,60,64,000

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, read with Section 134(3)(a) and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, are annexed herewith at "Annexure-1".

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the year under review, there were no such significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013 and applicable SEBI Regulations. The company has the following composition of Directors on its Board:

SR. NO.	NAME OF DIRECTOR	DESIGNATION	DIN	DATE OF APPOINTMENT	CATEGORY
1.	Neeraj Kumar Aggarwal	Managing Director	08058134	26/07/2021	Chairperson and Managing Director
2.	Shilpy Aggarwal	Whole-time Director	08058135	26/07/2021	Whole-Time Director
3.	Kanav Gupta	Whole-time Director	06802701	28/07/2021	Whole-Time Director & CFO
4.	Aarti Arora	Independent Director	09573758	06/06/2022	Independent Non- Executive Director
5.	Dhikash	Independent Director	07678926	06/06/2022	Independent Non- Executive Director
6.	Rajesh Gupta	Independent Director	03430497	06/06/2022	Independent Non- Executive Director

Mr. Kanav Gupta (DIN: 06802701) retires by rotation and, being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment, along with other required details, forms part of the Notice.

Chief Financial Officer

During the year under review, there was no change in the CFO, and Mr. Kanav Gupta, Whole-Time Director, continued to act as the Chief Financial Officer (CFO) of the company w.e.f. 28 th July, 2021.

Company Secretary & Compliance Officer

During the year under review, there was no change in the Company Secretary & Compliance Officer.

DECLARATION BY THE INDEPENDENT DIRECTOR

Every Independent Director, at the first meeting of the Board in which he/ she participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he / she meets the criteria of independence as provided under the law and that he / she is not aware of any

circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act and are independent of the management

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

In a separate meeting of independent directors, the performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

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

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

NUMBER OF MEETINGS OF THE BOARD

During the year the Board of Directors duly met Fourteen times on 15 th April 2024; 11 th May 2024; 15 th June 2024, 22 nd July 2024, 20 th August 2024; 06 th September 2024; 15 th October 2024; 10 th November

2024, 22 nd December 2024; 21 st January 2025, 15 th February 2025, 28 th February 2025, 10 th March 2025 and 26 th March 2025.

In respect of which notices were given and the proceedings were recorded and signed. The intervening gap between any two meetings did not exceed one hundred and twenty days.

COMMITTEES OF THE BOARD AND THEIR MEETINGS

During the reporting period the company has following Board Committees details of which are as follows:

Audit Committee:

Extract of terms of reference:

The Committee is constituted in line with the provisions of Section 177 of the Act.

Oversight of financial reporting process.

Reviewing with the management, the annual financial statements and auditors report there on before

submission to the Board for approval.

Evaluation of internal financial controls and risk management systems.

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

Category & Composition:

The committee was duly constituted on 06 th June, 2022:

Name of Director	Position	Category	Date of appointment
Arti Arora	Chairperson	Independent & Non-Executive	06 June, 2022
Dhikash	Member	Independent & Non-Executive	06 June, 2022
Neeraj Aggarwal	Member	Managing Director	06 June, 2022

Meetings:

During the Financial Year under review, four meetings of the committee were held on 11 th May 2024, 20 th August 2024, 10 th November 2024 and 10 th January 2025.

Nomination and Remuneration Committee (NRC):

Extract of terms of reference:

The Committee is constituted in line with the provisions of Section 178 of the Act.

Recommend to the Board the setup and composition of the Board and its Committees.

Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel(s).

Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors.

Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees.

Oversee familiarization programs for Directors.

Category & Composition:

The committee was duly constituted on 06 th June, 2022:

Name of Director	Position	Category	Date of appointment
Arti Arora	Chairperson	Independent & Non-Executive	06 June, 2022
Dhikash	Member	Independent & Non-Executive	06 June, 2022
Rajesh Gupta	Member	Independent & Non-Executive	06 June, 2022

Meetings:

During the Financial Year under review, four meeting of committee was held on 11 th May 2024, 20 th August 2024, 10 th November 2024 and 10 th January 2025.

Stakeholders Relationship Committee("SRC")

Extract of terms of reference:

The Committee is constituted in line with the provisions of Section 178 of the Act.

Consider and resolve the grievances of security holders.

Consider and approve issue of share certificates, transfer and transmission of securities, etc.

Category & Composition:

The committee was duly constituted on 06 June, 2022:

Name of Director	Position	Category	Date of appointment
Aarti Arora	Chairperson	Independent Director	06 June, 2022
Dhikash	Member	Independent Director	06 June, 2022
Rajesh Gupta	Member	Independent Director	06 June, 2022

Meetings:

During the Financial Year under review, one meeting of the committee was held on 10 th January 2025.

CORPORATE GOVERNANCE

Your Company provides utmost importance to best Governance Practices and is designated to act in the best interest of its Stakeholders. Better Governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase Stakeholders understanding of the key activities and policies of the organisation.

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 being a company listed on the SME platform. Since your Company is listed on the SME platform of the National Stock Exchange of India

Limited, it is not required to file the Corporate Governance Report to the Stock Exchange and hence, it has not provided the Corporate Governance Report as part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of non- independent directors and members of the Management.

During the year, the independent directors met once on 20.03.2025. At the meeting, the independent directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, succession planning, human resources matters and the performance of the executive members of the Board, and the Chairperson.

The Board is satisfied with the integrity, expertise and experience (including the proficiency) of the independent directors and their contributions towards the enhancement of operations of the Company.

During the year under review, the Independent Directors met on 20.03,2025, inter alia, to:

Review the performance of the Non- Non-Independent Directors and the Board of Directors as a whole.

Review the performance of the Chairperson of the Company, taking into the account of the views of the Executive and Non-Executive Directors.

Assess the quality, content and timeliness of the flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

RISK MANAGEMENT

The Company has put in place the Risk Management System ("RMS") as a part of its transformation agenda. RMS incorporates an integrated framework for managing risks and internal controls. The internal financial controls have been documented, embedded and digitised in the business processes. Internal controls are regularly tested for design, implementation and operating effectiveness. RMS is enabled through extensive use of technology to support the risk management processes, ensure the ongoing effectiveness of internal controls in processes, and compliance with applicable laws and regulations.

The Compliance Function ensures compliance activities related to the Financial, Operational and People Management Systems of the various group entities. This includes various statutes such as industrial and labour laws, taxation laws, corporate and securities laws, health, safety and environmental laws, etc. The ongoing effectiveness of compliance management activities is reviewed independently by the Group Audit Function.

The combination of independent governance, assurance and oversight structures, combined with automated risk management, controls and compliance monitoring, ensures robustness and integrity of financial reporting, management of internal controls and ensures compliance with statutory laws, regulations and companys policies. These provide the foundations that enable optimal use and protection of assets, facilitate the accurate and timely compilation of financial statements and management reports.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Company has formulated a Whistle Blower Policy for a vigil mechanism of Directors and employees. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such a mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. The company believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. Audit Committee of the Board of Directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

In the preparation of the annual accounts, the applicable accounting standards have been followed, and there are no material departures.

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 the Company at the end of the financial year and of the profit of the Company for that period;

They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

They have prepared the annual accounts on a going concern basis.

they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

The Board in its board meeting held on 13 th March 2024, approved the incorporation/establishment of a subsidiary in Dubai, United Arab Emirates, with the name as Deneers Tools Trading LLC.

A report on the performance and financial position of the Companys subsidiaries and the contribution made by these entities, as included in the consolidated financial statements, is presented in Form AOC?€“1, which is attached to this Report as Annexure?€“7. Additionally, a detailed update on the business operations of the Companys key operating subsidiaries is provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of this Annual Report.

In accordance with the provisions of Section 136 of the 7Companies Act, 2013, the audited financial statements and other related documents of the subsidiary companies are not annexed with the standalone financial statements of the Company. However, the complete set of financial statements, including those of subsidiary and associate companies, is available on the Companys website at for inspection by shareholders and stakeholders.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

During the year under review, the company has not given any loans, investment made, guarantees given and security provided under section 186 of the Companies Act, 2013. However, relevant disclosures, if any, are provided in the notes to the financial statement.

HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employees.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the provisions relating to the transfer of funds to the Investor Education and Protection Fund does not apply to the Company.

DISQUALIFICATIONS OF DIRECTORS

During the financial year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated 14 th June, 2018 and NSE circular dated 20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGING DIRECTOR AND CFO CERTIFICATE

The Chairman and Managing Director and the Chief Financial Officer also give certification on the financial results while placing the financial results before the Board in terms of Regulation 33(2) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The annual certificate given by the Chairman and Managing Director and the Chief Financial Officer is placed before the board.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report is annexed as Annexure-2 .

PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of Section197(12) of the Act read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules. Annexure-3.

SEXUAL HARASSMENT

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition& Redressal) Act, 2013 ("POSH Act"), along with the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at the workplace.

The Company has constituted Internal Committee(s) ("ICs") to redress and resolve any complaints arising under the POSH Act. Training/awareness programs are conducted throughout the year to create sensitivity towards ensuring a respectful workplace.

The Company is committed to providing a work environment which ensures that every employee is treated with dignity, respect and afforded equal treatment. No complaint was reported during the year under review.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year, no such settlement was taking place.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions entered during the financial year under review are disclosed in the Financial Statements of the Company for the financial year ended March 31, 2025 as required under Accounting Standard-18. These transactions entered were at an arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the details of contracts and arrangements with related parties, is enclosed herewith as Annexure-4 as per applicable provisions of the Companies Act, 2013.

The details of the transactions with related parties are included in the notes to the accompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY

The company had carried out the CSR activities as mandated by the law. The CSR initiatives undertaken during the financial year 2024-25 and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure-5 to this Report. Since the amount required to be spent during the year was less than Rs. 50 Lakhs, the responsibilities of the CSR committee were discharged by the Board.

SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)as and when they are made mandatory.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct and Our Code (the Codes) applicable to the Directors and employees. The Codes give guidance and support needed for the ethical conduct of business and compliance of law.

The Codes reflect the core values of the Company viz. Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence. A copy of the Code of Conduct and Our Code is available on the website of the Company at .The Codes have been circulated to the Directors and Senior Management Personnel and its compliance is affirmed by them annually.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year.

POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed on us.

For and on behalf of the Board of Directors

De Neers Tools Limited

Sd/- Neeraj Kumar Aggarwal Chairperson & Managing Director

DIN: 08058134

Date: 30.05.2025

Place: New Delh