Dhyaani Tradeventtures Ltd Directors Report

During the year company was engaged in dealing with kinds of agri-commodities. During the year, your Company had a turnover of Rs. 1228.12 lakhs as compared to the total turnover of Rs. 2966.86/- lakhs recorded for the previous year and net profit for the current year is 24.81/- lakhs as compared to the net profit of Rs. 68.64/- lakhs recorded for the previous year.

Your Director feel it is prudent to plough back the profit in the interest of the growth of the company. Keeping in view the requirement of the funds in future, your Directors have not recommended any dividend for the year ended 31^st March, 2025.

During the year under Review, the Company has altered its Memorandum of Association by inserting an Object Clause i.e.“To carry on the business of construction as Contractors, Builders, Town planners, Infrastructure developers, Real estate developers and Engineers land developers, estate agents, immovable property dealers and to acquire, buy, purchase, hire or otherwise lands, buildings, civil works immovable property of any tenure or any interest in the same and to erect and construct, houses, flats, bungalows, kothis or civil work of every type on the land of the Company or any other land or immovable property whether belonging to the Company or not and to pull down, rebuild, enlarge alter and other conveniences and to deal with and improve, property of the Company or any other Immovable property in India or abroad” at the shareholders meeting held on 19^th July, 2024.

There is no change in the registered office during the year. However, After end of the financial year 2024-25 before the date of this report, i.e. The company has shifted its registered office from:420 Time Square Arcade Opp Rambaug Nr Rajiv Plaza Thaltej-Shilaj Road, Thaltej, Ahmedabad, Gujarat-380059, India to Block-D, 101, Prahladnagar Trade Center, B/H Titanium City Center, Radio Mirchi Road, Prahladnagar, Ahmedabad, Gujarat-380015 at the board meeting held on 27^th June, 2025

There is no dividend declared in the previous year and hence no amount required to transfer to Investor Education and Protection Fund.

The Company neither has accepted not invited any deposit from the public, within the meaning of section 73 of the Companies Act, 2013 and the Rules made thereunder. However, the Company borrowed funds from a third party, which qualifies as a deposit under applicable regulations. However, the Company did not comply with the relevant provisions governing such deposits.

THE AUTHORIZED SHARE CAPITAL: As on March 31, 2025, the Authorized, Issued, Subscribed and Paid-Up share capital of the Company was as follows:

During the year the Authorised Share Capital of the Company has been increased from Rs. 500,00,000/-(Rupees Five Crore) divided into 50,00,000 (Fifty Lakh) Equity share of Rs.10/- (Ten) each to Rs. 18,00,00,000/-(Rupees Eighteen Crore) divided into 1,80,00,000 (One Crore Eighty Lacs) Equity share of Rs.10/- (Ten) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

During the year, the paid-up has increased in the manner set forth below:

During the year, the company has allotted 1,27,68,000 Equity shares on right basis on September 25, 2024, the Trading Approval of which has been received on October 03, 2024. Therefore, as on March 31, 2025 the Paid-up Equity Shares of the Company was Rs. 17,02,40,000 (Seventeen Crore Two Lac Forty Thousand) divided into 1,70,24,000 (One Crore Seventy Lacs Twenty-Four Thousand) Equity Shares of Rs.10/- (Ten) each. Further, the Board of Directors in its meeting held on 28^th February, 2024 approved the offer and issuance of fully paid-up equity shares of the Company, by way of a rights issue (the “Rights Issue”). During the Financial Year, The Company has passed special resolution for creation, offering, issuing and allotting, from time to time, on a preferential basis and private placement basis, up to 65,57,377 8% unsecured, unrated, listed Optionally Convertible Debenture (OCDs) in one or more tranches at an issue price of Rs. 30.50/- per OCD payable in cash, aggregating up to 20,00,00,000/- (Rupees Twenty Crore) each convertible in the ratio of 1:1 into fully paid-up equity shares of the Company of face value of Rs. 10/- each at a conversion price of Rs. 30.50/-at the Extra-ordinary General Meeting held on 18th

April, 2024 However, During the offer period, the company has not received any subscription from prospective Allottees and therefore, the company has not allotted any Optionally convertible debentures. During the Financial Year, The Company has passed special resolution for creation, offering, issuing and allotting, from time to time, on a preferential basis and private placement basis, 8% unsecured, unrated, listed optionally convertible Debenture (OCDs) of Rs. 30.50/- per OCD (including the OCD Issue Price/the conversion price”) (“OCD”) aggregating to up to Rs. 20,00,00,000/- (Rupees Twenty Crore only) convertible in the ratio of 1:1 into equity shares to Quantum Quasar Capital at the Extra-ordinary General Meeting held on 19^th July, 2024 However, During the offer period, the company has not received any subscription from prospective Allottees and therefore, the company has not allotted any Optionally convertible debentures.

During the year under review, the company has successfully raised capital through Right Issue of Equity shares. the Company raised an amount of Rs. 2936.64 Lacs through a Rights Issue of Equity Shares, with a premium of Rs. 13/- of face value Rs. 10/-per equity share. These funds have also been fully utilized for the purposes explicitly detailed in the letter of offer for the Rights Issue. The audit committee and Board confirms that there has been no deviation or variation in the utilization of these funds from the stated objectives.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. All Related Party Transactions are presented before the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company. The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 ‘AOC-2- Annexure I. 11. MATERIAL CHANGES BETWEEN THE DATE OF THE END OF FINANCIAL YEAR AND BOARD REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company (i.e., March 31, 2025) and the date of this report (i.e. August 30, 2025).

BSE has imposed fine upon the company due to delay in financial results for the half year and year ended 31^st March, 2025, which the company had duly paid and further also submitted the financial results

12. CHANGE OF NAME OF THE COMPANY:

There has been no change in the name of the company during the financial year.

13. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of Directors and General Meetings and such systems were adequate and operating effectively.

14. DEMATERIALIZATION OF COMPANYS SHARES:

Your company has provided the facility to its shareholders for dematerialization of their shareholding by entering into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN number allotted to the company is INE0K5F01014.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive, non-executive including independent Directors. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

Composition of Board as on 31st March, 2025:

All the Directors of the Company have confirmed that they have not disqualified from being appointed a director in terms of section 164 of the Companies Act, 2013

Change in the board of directors during the year:

Composition of Board as on the date of the board report

After end of the financial year 2024-25 and before the date of board report, Mr. Amit Kapariya as Additional Executive Director and Ms. Reeta Devi were appointed as Additional Non-Executive director respectively at the board meeting held on 15^th April, 2025. However, The Company was unable to file Form DIR-12 in a timely manner due to technical issues encountered on the MCA portal, specifically related to the non-registration of the Digital Signature Certificate (DSC) of the concerned director(s)and non-active email address. As a result, the filing process was delayed despite efforts to comply with the statutory requirements. However, as on the date of this board report, the company has filed the respective form.

16. EXTRACT OF ANNUAL RETURN

The Companies (Management and Administration) Amendment Rules, 2020 has done away the requirement of attaching extract of Annual Return in Form MGT-9 to Boards Report. The annual return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.dhyaaniinc.com.

17. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it is not required to give disclosure in Form AOC-1 Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.

18. BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as the evaluation of all the committees i.e., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and other Committees of Board of Directors. The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out by feedback survey from each Directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting, etc. The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance, etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

19. PROMOTERS

As on date 31^st March, 2025, the Promoter & Promoter group held 9,63,200 Equity shares, which represented 5.66% the Companys subscribed, issued & paid-up Equity Share Capital. Members may note that the comprehensive shareholding and other relevant details pertaining to the Promoter and Promoter Group have been provided in the Annual Return of the Company. Therefore, during the year the change in shareholding of Mr. Chintan Nayan Bhai Rajyaguru, is 27.3%.

20. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

i) BOARD MEETINGS (“BoD”)

The Board of Directors of the Company meets at regular, predetermined intervals to oversee the Companys affairs, provide strategic direction, and make decisions pertaining to business policy, strategy, financial performance, compliance, and risk management. An annual calendar of Board and Committee Meetings is prepared and provided to all Directors in advance. This enables Directors to plan their schedules and participate in discussions. Notices for all

Board and Committee Meetings are issued in adherence to the timelines prescribed under the Companies Act, 2013, and the Secretarial Standards (SS-1) issued by the Institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the financial year under review, the Board of Directors met 10 (Ten) times. Each meeting was conducted in compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The intervening gap between any two consecutive Board Meetings did not exceed the maximum period prescribed by the Companies Act, 2013. The detailed attendance records and dates of these meetings are set forth below:

(P means “Present” & A means “Absent”) ii) COMMITTEE MEETINGS A. AUDIT COMMITTEE:

The Audit Committee of the Board stands duly constituted in strict conformity with Section 177 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended. The comprehensive scope and precise Terms of Reference for the Audit Committee have been meticulously framed and are in strict alignment with the provisions stipulated under Section 177 of the Companies Act, 2013, and other applicable regulatory frameworks. The Committee operates within the ambit of these meticulously defined Terms of Reference. During the financial year under review, the Audit Committee convened 6 (Six) times. The particulars pertaining to the Committees constitution and the details of its meetings are enumerated below:

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted in strict accordance with the provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014. The Committees terms of reference are meticulously framed to ensure full compliance with the aforementioned statutory requirements. The comprehensive scope and precise Terms of Reference for the Nomination and Remuneration Committee have been meticulously framed and are in strict alignment with the provisions stipulated under Section 178 of the Companies Act, 2013, and other applicable regulatory frameworks. The Committee operates within the ambit of these meticulously defined Terms of Reference. During the financial year under review, the Nomination and Remuneration Committee convened three times. As on March 31, 2025 the detailed composition of the Committee and details of its meetings are provided below:

The Functioning and terms of reference of the Nomination and Remuneration Committee the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 178 and all other applicable provisions of the Companies Act, 2013. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.dhyaaniinc.com/Home/policies_and_programs

C. STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors has duly constituted the Stakeholders Relationship Committee. The terms of reference for the Committee are framed to diligently oversee and address all matters concerning the interests and grievances of the Companys security holders, including its shareholders, debenture holders, and other security holders. Pursuant to the provisions of sub-section (5) of Section 178 of the Companies Act, 2013, the Board has adopted a formal policy outlining the scope and functions of the Committee. This policy is specifically designed to facilitate the prompt consideration and resolution of grievances raised by the security holders. During the financial year under review, the Committee convened two (2) meetings. The Company has systematically addressed and resolved all complaints received from its security holders. As of March 31, 2025, there were no complaints pending resolution and the composition of the Stakeholders Relationship Committee and details of its meetings are provided below:

D. INDEPENDENT DIRECTORS MEETING

In adherence to Clause VII of Schedule IV of the Companies Act, 2013, the independent directors of the Company convened a separate meeting. During this meeting, they meticulously reviewed the performance of the Non-Independent Directors and the Board as a whole. They also evaluated the performance of the Chairman, considering the perspectives of both executive and non-executive directors. Furthermore, the independent directors assessed the quality, quantity, and timeliness of information flow between the management and the board. The company has a robust orientation program for newly appointed independent directors. This program familiarizes them with the companys business, operations, and their specific roles and responsibilities. The orientation includes presentations and discussions led by the Chairman, Executive Directors, and senior management. As on March 31, 2025 the following are Independent Directors and during the financial year under review, the Independent Director meet once the details are provided below:

21. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND

EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

During the financial year under review, The Board of Directors has evaluated the Independent Directors and is of the opinion that the integrity, expertise, and experience (including proficiency) of these Independent Directors are satisfactory.

22. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places. The induction process is designed to: build an understanding of the Companys processes and fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.

23. MANAGERIAL REMUNERATION

The Particulars as required to disclose under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23 are disclosed in Annexure-II, which formed part of the report.

24. COMPANYS POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND

FORMAL EVALUATION

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director. The policy is also uploaded on the Companys website at www.dhyaaniinc.com.

25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

During the year under review, your company has appointed the Internal Auditors of the Company to evaluate and manage the efficacy and adequacy of Internal Controls and to ensure that adequate systems which are placed in the company, are adhered with time to time checks and to ensure that the compliance procedures and policies are adhered. Moreover, during the year, such controls were tested and accordingly, no reportable material weaknesses in the operations of the company were observed.

26. DECLARATION BY INDEPENDENT DIRECTORS

(Pursuant to Provisions of section 149(6) of the Companies Act 2013)

All independent directors have given declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

27. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2024-25, the Board of Directors state:

28. STATUTORY AUDITORS

M/s. J Singh & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company for period of Five years from the conclusion of the 6^th Annual General Meeting till the conclusion of the 11^th Annual general Meeting of the Company to be held in the year 2025. Further, M/s S D P M & CO, Chartered Accountants, Ahmedabad has been appointed as the Joint Statutory Auditors of the company for the conducting Joint Audit at the Annual General Meeting held on 04^th September, 2024 for a period of 4 consecutive years, who shall hold office till the conclusion of 14^th Annual General Meeting to be in the year 2028. Also, we wish to inform that M/s J. Singh & Associates, Chartered Accountants, the Statutory auditors of the company have tendered their resignation vide letter dated 27th August, 2024 The Report given by the Joint Statutory Auditors on the financial statement for the financial year ending on 31^st March, 2025 of the Company is part of this Report. There are no qualifications or adverse remarks in the Auditors Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, if any, and needs no further explanation.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE

REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

30. SECRETARIAL AUDITORS

Based on the recommendation of the Audit Committee, the Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointed M/s. Mukesh J & Associates, Company Secretaries, Ahmedabad, Gujarat, to conduct the Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit Report, issued by M/s. Mukesh J. & Associates, Company Secretaries, in the prescribed Form MR-3, is annexed to this Report and forms an integral part of the Directors Report. The explanations / comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Secretarial Auditors as follows:

31. INTERNAL AUDITORS:

The board of directors has appointed Internal auditor for FY 2024-25.

32. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUBSECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

Under Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. The Company does not fall under Maintenance and audit of cost records and accordingly maintenance of cost records and audit provisions are not applicable to the Company.

33. DISCLOSURE ON FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

There were no offences involving an instance of fraud reported by the Auditors of the Company under sub-section (12) of Section 143 of the Act for the year ended March 31, 2025.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, the particulars of Investments and Loans covered under Section 186 of the Companies Act, 2013 (“the Act”) have been duly disclosed in the financial statements provided in this Annual Report. It is affirmed that the Company has not issued or provided any guarantees or securities to any party during the reporting period.

35. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy a. Steps taken or impact on conservation of energy The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. b. Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption a. The efforts made towards technology absorption The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively. b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)

36. CORPORATE GOVERNANCE:

The Companys Board constantly committed to upholding the standards of corporate governance, integrating robust principles into its operational framework over the years. In accordance with

Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions pertaining to corporate governance, as specified in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and Paragraphs C, D, and E of Schedule V, are not applicable to a listed entity that has exclusively listed its specified securities on the SME Exchange. The Company securities are listed on the SME Exchange; the aforementioned corporate governance provisions do not apply to the Company. Consequently, a separate Corporate Governance Report is neither mandated nor included as part of this Annual Report.

37. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Listing Obligation and Disclosure Requirement Regulation, 2015 of the SEBI, Management Discussion and Analysis Report are annexed as herewith and form part of this Report.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The provisions for Corporate Social Responsibility Committee and Corporate Social Responsibility activities are not applicable to the Company.

39. ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and every such class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has framed an appropriate Vigil Mechanism Policy and further re-affirms that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy of the Company is also available on the website of the Company at the link: https://www.dhyaaniinc.com/Home/policies_and_programs

40. RISK MANAGEMENT POLICY

In todays economic environment, risk management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your companys risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice. Further, The Board of Directors of the Company has formulated Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews. The risk management policy is available on the website of the Company at the link: https://www.dhyaaniinc.com/Home/policies_and_programs

41. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company is committed to providing a safe, healthy, and harassment-free work environment for all its employees, ensuring that every individual is treated with dignity and respect. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has constituted an Internal Complaints Committee (ICC). The companys policy on the prevention of sexual harassment is comprehensive, prohibiting such behaviour by law and the companys code of conduct. The policy aims to create and maintain an atmosphere where all employees can work without fear of harassment or exploitation. During the financial year under review, no complaints of sexual harassment were received by the Company. The policy is available on the companys website at: https://www.dhyaaniinc.com/Home/policies_and_programs During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows:

42. MATERNITY BENEFITS

Your Company is committed to upholding the rights and welfare of its employees, particularly in relation to maternity benefits. In accordance with the Maternity Benefit Act, 1961, the Company has established a comprehensive formal policy that outlines the provisions and entitlements available to our employees during maternity leave. The policy aims to ensure that all eligible employees receive the benefits mandated by the Act, including paid maternity leave, medical benefits, and job security upon their return to work. We regularly review and update our policy to ensure compliance with any amendments to the Act and to reflect best practices in supporting our employees.

43. DISCLOSURES UNDER COMPANIES ACT, 2013

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares During the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any ESOP During the financial year under review and hence no information as per provisions of Section 62(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year under review, No orders have been received or passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the financial year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

LOANS FROM DIRECTORS

During the financial year under review, the Company has not borrowed any amount(s) from Directors. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as “ANNEXURE III” BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

During the financial year under review, the Business Responsibility and Sustainability Report as stipulated under Regulation 34 of the Listing Regulations is not applicable to the Company and hence it does not form part of this Annual Report.

44. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in relation to audited financial statements of the Company for the financial year ended on March 31, 2025, the Board of Directors confirms that: (i) In the preparation of Annual Accounts for the period ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures. (ii) 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/Loss of the Company for the year ended March 31, 2025. (iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv)The annual accounts for the financial year ended March 31, 2025 on a going concern basis. (v) Internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi)Proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.