Diamant Infrastructure Ltd Directors Report

Your Directors are pleased to present the 44^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2024

SUMMARISED FINANCIAL RESULTS:	Amount In Rs.
	2023-24	2022-23
Revenue from operations	-	-
Other Income	19,99,112/-	97,06,623/-
Total Income	19,99,112/-	97,06,623/-
Total Expenses	26,38,431/-	97,85,927/-
Profit/ (Loss) before Exceptional items and tax	(6,39,319)	(79,304)
Less:
Exceptional Item
Profit or Loss before Tax	(6,39,319)	(79,304)
Deferred Tax	6,53,633	7,55,561
Previous Tax
Profit/Loss for the period from continuing operations	(12,92,952)	(8,34,865)
Profit or loss for the period	(12,92,952)	(8,34,865)
Earning per Equity share (From Continuing operation)
Basic	(0.04)	(0.02)
Diluted	(0.04)	(0.02)

Share Capital

During the year ended 31^st March 2024, there is no change in the issued, subscribed and paid-up share capital of the Company. The paid-up capital as on 31st March, 2024 stood at Rs. 704.08 lakhs divided into 3,52,04,000 equity shares of Rs.2/- each.

Bonus

During the year under review no bonus shares are issued by the company.

Dividend

In view of the loss incurred during the year, no dividend could be recommended by your Board of Directors for the financial year 2023-24.

Transfer to Reserves

The current year loss of Rs. 12,92,952/- has been transferred to Reserves & Surplus.

Capital Expenditure on Assets

During financial year 2023-24 the company has not incurred any capital expenditure.

Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Maintenance of Cost Records

Your company is not required to maintain cost records under sub- section (1) of section 148 of the Companies Act, 2013.

Management Discussion and Analysis

The Management Discussion and Analysis provides analysis of the operating performance of the Companys business as well as discussion on the business of the Company, outlook, risk and opportunities. Statements in this Management Discussion & Analysis Report describing the Companys objectives, projections, estimates and expectation may be "forward looking statements" within the meaning of applicable laws and regulations and actual results may differ.

(a) Overview of Indian Economy

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy after it recovered from the COVID-19 pandemic shock. Infrastructure is a key enabler in helping India become a US $26 trillion economy. Investments in building and upgrading physical infrastructure, especially in synergy with the ease of doing business initiatives, remain pivotal to increase efficiency and costs. With a 37% increase in the current fiscal year, capital expenditures (capex) are on the rise, which bolsters ongoing infrastructure development.

(b) Industry structure and developments

India has the second-largest road network in the world, spanning about 63.73 lakh kilometres. It transports 64.5% of all goods in the country and caters to almost 90% of total passenger traffic. As of January 2024, the total length of National Highways in the country was 146,145 km. Shri Nitin Gadkari has unveiled over 200 projects totaling Rs 1.25 lakh crore (US$ 14.97 billion) earmarked for the next five years under the National Ropeways Development Programme known as "Parvatmala Pariyojana." The Government aims to construct 65,000 kms of national highways at a cost of Rs. 5.35 lakh crore (US$ 64.17 billion). NHAI will come out with the third and fourth rounds of Infrastructure Investment Trusts (InvITs) to raise over Rs. 20,000 crore (US$ 2.41 billion) in FY24. Under the Union Budget 2023-24, the Government of India has allocated Rs. 2.7 lakh crore (US$ 33 billion) to the Ministry of Road Transport and Highways.

(c) Industry Outlook

Indias population growth and economic development require improved transport infrastructure, including investments in roads, railways, and aviation, shipping and inland waterways. Under

Interim Budget 2024-25, capital investment outlay for infrastructure has been increased by 11.1% to Rs.11.11 lakh crore (US$ 133.86 billion), which would be 3.4 % of GDP. Indias ambitious plan calls for spending US$ 1.723 trillion (approximately Rs. 143 trillion) on infrastructure between FY24 and FY30, with a particular emphasis on power, roads, and developing industries like renewable energy and electric vehicles. The government has decided to allocate Rs. 2.76 lakh crore (US$ 33.4 billion) towards the Ministry of Roads for 2024-25.

The board feels that the initiatives and plans by the government for the infrastructure sector, will attract lot of capital for its development. Considering the growth of the company in infrastructure business and taking into account the available opportunities, the Board has decided to focus on infrastructure projects.

The Board Strongly feels that by venturing into the infrastructure and realty business, in the days to come, the wealth of the shareholders will enhance.

(d) Risks and Concerns

Infrastructure projects are highly capital intensive and often suffer crippling time and cost overruns due to delays in the construction phase because of the following issues: land issues, rights of way, practical environmental challenges and other delays in securing consents. The company is exposed to interest risk, currency fluctuations, credit risk and regulatory risks. These challenges restrain the sector from yielding full benefits of the potential growth.

(e) Opportunities and Threats

Over the last decade, India has built some world class infrastructure facilities. Technological Innovations and Advances and robust demand are paving way for ample opportunities in this industry. Factors like large demand and supply gap in affordable housing, low housing loan interest rates, tax incentives and growing middle class with higher savings are expected to contribute to the rapid growth in real estate sector. Intense Competition, Stringent Regulatory Changes Economic Downturns, Shortage of skilled human resource are some of the major threats faced by infrastructure Industry.

(f) Operational, Segment wise and Financial Performance of Business

The Company could not get any new infrastructure project during the year and there was no operations in the company hence segment wise performance comparison is not possible. The Management is trying its best for procuring and developing this segment.

The company has registered a total income of Rs. 19.99 lakhs during the year. The loss before Interest Tax and Depreciation was Rs. 6.33 lakhs. The net loss for the year is Rs. 6.39 Lakhs

(g) Internal control systems

The Company has in place a well-established internal control procedure covering various areas such as procurement of raw materials for projects infrastructure planning, quality control, maintenance planning, marketing, cost management and debt servicing. Necessary checks and balances have

been instituted for timely correction. But since the company is not in operation these procedures have not been followed during the year.

(h) Development in Human Resources / Industrial Relations

Since there were no employees during the year the above meetings have not been conducted.

(i) Details of Significant Changes in Key Financial Ratios and Return on Networth

Since there were no business in the Company, above details are not required

Change in the Nature of Business

During the period under review there is no change in the nature of business of the Company. Insurance

The movable assets of the company has been adequately insured.

Environmental Protection, Health and Safety (EHS)

EHS continues to receive the highest priority in all operational and functional areas at all locations of your Company. Systematic process safety analysis, audits, periodic safety inspections are carried out by expert agencies and suitable control measures adopted for ensuring safe operations at the site. Various processes as required for Pollution Control and Environmental Protection are strictly adhered to. But since there was no operation during the year, these processes have not been followed.

Material Changes Affecting Financial Position Between the End of Financial Year and Date of Board Report

There is no material change affecting the financial position between the end of financial year and date of board report.

Details of Subsidiaries, Associate Companies and Joint Venture

There is no subsidiary, associate company or a joint venture.

Details of Companies That has Ceased to Be Subsidiary, Associate or Joint Ventures

There were no subsidiary, associate or a joint venture company.

Consolidated Financial Statements

As on 31.03.2024 there was no subsidiary or associate of the company, hence consolidated financial statements have not been prepared.

Board of Directors

Your companys Board of Directors comprises of the following Directors

SR. NO NAME	DIN	DESIGNATION
1. Shri Naresh Saboo	00297916	Managing Director & CFO
2. Smt. Madhu Saboo	00395363	Whole Time Director
3. Miss Reenal Jigar Kamdar	07143495	Independent Director

Directors and Key Managerial Personnel

Mr. Naresh Saboo who is a Managing Director and CFO. Mrs. Madhu Saboo who is a Whole Time Director who retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Ms. Reenal Jigar Kamdar is an Independent Director.

Key Managerial Personnel

The Key Managerial personnel are Mr. Naresh Saboo, Managing Director & CFO and Mrs. Madhu Saboo as Whole Time Director. Both have not received any remuneration in FY 2023-24.

Board Evaluation

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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 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 the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Number of Board Meetings

Date of the Meeting	No. of Directors attended the Meeting
30.05.2023	3
14.08.2023	3
28.08.2023	3
10.11.2023	3
12.02.2024	3

Committees of The Board

a. Audit Committee

Sl. No. Name	Category of Director	Chairman/ Members
1. Ms. Reenal Jigar Kamdar	Non- Executive - Independent	Chairperson
2. Mr. Naresh Saboo	Executive	Member
3. Mrs. Madhu Saboo	Executive	Member

Audit Committee

The Committee is mandated with the same terms of reference as specified in Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirms to the provisions of Section 177 of the Companies Act, 2013. The Managing Director, Internal Audit team and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. The heads of various monitoring/ operating departments are invited to the meetings, as and when required to explain details about the operations.

Further, during this year all the recommendations of the Audit Committee have been accepted by the Board.

Reporting of Fraud by Auditors

During the year 2023-24, none of the Auditors has reported any instances of fraud committed against the Company by its officers or employees under section 143 (12) of the Companies Act, 2013.

b. Nomination and Remuneration Committee

Sl. No. Name	Category of Director	Chairman/Members
1. Ms. Reenal Jigar Kamdar	Non- Executive - Independent	Chairperson
2. Mr. Naresh Saboo	Executive	Member
3. Mrs. Madhu Saboo	Executive	Member

c. Stakeholders Relationship Committee

Sl. No. Name	Category of Director	Chairman/Members
1. Ms. Reenal Jigar Kamdar	Non- Executive - Independent	Chairperson
2. Mr. Naresh Saboo	Executive	Member
3. Mrs. Madhu Saboo	Executive	Member

Declaration of Independence from Independent Directors

Independent directors of the Company have submitted a declaration that they meet the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

Policy of Directors Appointment and Remuneration

Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy.

Managerial Remuneration

The Company has not paid any remuneration attracting the information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Familiarisation Programme of the Independent Directors

Periodic presentations are made by Senior Management, Statutory at the Board/Committee meetings on business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

Segment Reporting

Your Company is currently operating under a single segment.

Corporate Social Responsibility

Board of Directors of the Company has serious concern about Corporate Social Responsibility (CSR) and devised a CSR policy to carry out CSR initiatives in line with the requirements specified under the Companies Act, 2013. Since the Company has no average net profit, there is no CSR Obligation for the FY 2023-24.

Risk Management

Your Company has devised Risk Management Policy which involves identification of the business risks as well as the financial risks, its evaluation, monitoring, reporting and mitigation measures. The Audit Committee and Board of Directors of the Company periodically review the Risk Management Policy of the Company so that management controls the risk through properly defined network. The details of risk management mechanism and key risks faced by the Company are enumerated in the risk management policy.

Business Description and State of Companys Affairs

During the year 2023-24 the company had no new contracts and as the account of the company was NPA the company did not have any business operation.

Investor Education and Protection Fund (IEPF)

During the year 2022-23 the company was not required to transfer any amount to Investor Education and Protection Fund (IEPF) as per the requirements of the IEPF Rules.

Disclosure Requirements

As per SEBI Listing regulations, Integrated Management Discussion and Analysis Report forms part of this Report.

The Company has devised proper system to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Statutory Auditor

The statutory auditor of the company is M/s. R A Gupta & Associates who will be continuing as per the terms of their appointment.

Independent Auditors Report:

Independent Auditor has pointed out that there were no major business transactions and no employees in the company affecting its going concern. The borrowing of the company had been classified as NPA and for which companies premises has been given as collateral security, the possession of that property has been taken by bank and the company has vacated that property and shifted to a new place.

Remark by Board of Directors:

For the observation regarding the going concern your directors wish to state that this situation is temporary in nature and in the near future business will be carried on effectively. Further the company is trying to procure new business and contracts.

The classification of the borrowing of the company as NPA, the management wish to state that we are hopeful of revival and will be cleared soon.

Secretarial Auditors

The Company had appointed M/s. Avinash Gandhewar & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24.

Secretarial Standards

The Company has complied with applicable Secretarial Standard.

Secretarial Auditors Report

Company appointed M/s. Avinash Gandhewar & Associates, Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2023-24. The report of the Secretarial Audit for the financial year 2023-24 in FORM MR-3 is annexed to this report and forms part of this report. Annexure-2

Secretarial Auditor Qualification Analysis

Sr no. Observations	Company Remark
1 The Company was unable to file Form DIR-12 for changes in directors and Balance Sheet & Annual Returns for FY 2021, FY 21-22 and FY 22-23 due to its failure to submit Form INC-22A (ACTIVE) with the MCA, as required under the Companies Act, 2013.	The company has appointed the company secretary and is in the process of filing the forms.
2 The Company has not appointed Company Secretary as per the provisions of the Companies Act, 2013 and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The company has appointed Ms. Dipti Subhash Pacholi (Mem No: A62548) as the Company Secretary cum Compliance officer with effect from 5th July 2024 pursuant to the provisions of Section 203 of the Companies Act, 2013 read with rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to Regulation 6 (1) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3 The Company has defaulted in Payment of Annual Listing fees and due to this the trading has been Suspended by the Stock exchange	The company is trying its best to pay the fee at the earliest.
4 The constitution of Audit Committee, Nomination and Remuneration Committee and Stake Holder Relationship Committee is not as per Companies Act 2013 as the company has only 1 (one) Independent Director on Board	The company is in the process of appointing an independent director to comply with the provisions
5 The company has not complied with some of the provisions of the Companies Act, 2013 and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The company is in the process to comply with all the provisions and regulations of SEBI (LODR) and Companies Act.

Significant and Material Orders Passed by the Regulators

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

Deposits

During the year the Company has not accepted/ renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31^st March, 2024 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

Related Party Transactions

During the year there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Directors would like to state that:

a. In the preparation of annual accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed;

b. They had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the Company for the year under review;

c. They had 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;

d. They had prepared the annual accounts for the financial year ended 31st March 2024, on a going concern basis;

e. They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively and

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

Internal Financial Controls with Reference to the Financial Statements

Your Company has internal financial control systems commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems include policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Your Company has appointed a Sanjeev Shekhar & Co., Chartered Accountant as an Internal Auditor to monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and to report the same on quarterly basis to Audit Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the relevant board committees, including the audit & management committee, the board is of the opinion that the Companys internal financial controls were adequate during the financial year 2023-24.

Listing of Shares

The shares of the company are listed on BSE Limited. The trading of the shares has been suspended since March 2020 as the company was not able to pay the listing fees.

Proceeding pending under the Insolvency and Bankruptcy code, 2016

No application has been made under the Insolvency and Bankruptcy code, 2016 against the company Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The policy has been uploaded on the Companys website www.diamantinfra.com. There were no complaints received during the year.

Prevention of Insider Trading

The Securities and Exchange Board of India(SEBI)vide notification dated January 15, 2015 had put in place a new framework for prohibition of Insider Trading insecurities and to strengthen the legal framework thereof. These regulations of the SEBI under the above notification had become effective from May 15, 2015. Whereas on 31^st December, 2018, the regulations were amended with Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from 1^st April, 2019. Accordingly, the Board has formulated Code of Conduct and Fair Disclosure for Prevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company.

Code of Conduct

The Directors, KMPs and Senior Management of the Company have affirmed compliance with Code of Conduct applicable to them during the year ended March 31, 2024.

The Annual Report of the Company contains a certificate by the Chairman and Managing Director, on compliance declaration received from the Members of the Board, KMPs and Senior Management as Annexure-5.

Legal, Governance and Brand Protection

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions however there was no projects in the company.

Enhancing Shareholders Value

Your Company believes that its Members are its 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. The board aims to restart the operation of the company soon.

Disclosure Under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. But the company did not have any employee during the year and hence the Company has not received any sexual harassment complaint during the year 2023-24.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings

There was no scope for Conservation of Energy, Technology Absorption as the company was not having any operations & the Company has not had any foreign exchange earnings and outgo during the year. However, some disclosers are mentioned in Annexure-1.

Human Resources

The Companys Human Resource philosophy is to establish, build and retain a strong performance and competency driven culture with greater sense of accountability and responsibility. The Company has been focused to create an environment that assists the employees to enhance their sense of pride in what they are doing thereby contributing to better productivity. The Company through its effective HR policies and systems has always encouraged its workers to innovate and apply new ideas so as to achieve quantum leaps in both size and scale of operations. The Company believes that its real strength lies in the commitment and quality of its people. Employees are provided opportunity to grow and prosper. Since there was no operation in the company there were no human resources employed during the year.

Particulars of Employees

The Company has No Employees due to sluggish market conditions coupled with other economic factors which has resulted in no operation.

Corporate Governance

As per Regulation 15(2) of the SEBI (LODR) Regulations, 2015 compliance with Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to corporate governance shall not apply to the listed entity having Paid Up Equity Share Capital not exceeding rupees Ten Crores and net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year.

Therefore, compliance with aforementioned corporate governance regulations shall not apply to Diamant Infrastructure Limited as the Paid-up equity capital was below Rs. 10 Crores and net worth was below Rs. 25 Crores, as on the last day of the previous financial year i.e as on March 31, 2024.

The Report on Corporate Governance is Annex in Annexure-4

Green Initiatives

To support the Green Initiative, Members who have not registered their e-mail address are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.

Electronic copies of Annual Report 2023-24 and the Notice of 44^th Annual General Meeting shall be sent to all the members whose email addresses are registered with the company/depository participant.

Annexure to this Report

The following are the annexure to this report:

1. Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo in Annexure -1.

2. Secretarial Audit Report (Form MR-3) in Annexure -2.

3. Particulars of Remuneration in Annexure -3.

4. Corporate Governance Report in Annexure -4.

5. Declaration under Schedule V regarding compliance with the Code of Conduct Annexure - 5 Cautionary Statement

Statements in the Directors report and the management discussion and analysis describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those either expressed or implied in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

Acknowledgements

Directors of your Company record their sincere appreciation of the dedication and commitment of everyone in achieving and sustaining excellence in all areas of the business. Your directors thank the Shareholders, Customers, Suppliers, Bankers and other stakeholders for their continued support during the year. Your Companys consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team. The directors of your company thank all Banks, Central/State Governments and other government agencies for their support, and look forward to their continued support in future.

ANNEXURE- 1

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

[Statement pursuant to Section 134(3)(m) of The Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION:

RESEARCH DEVELOPMENT ACTIVITIES: Design and development of new products with emerging technologies.

Design quality and feature enhancements in technology migration.

Apply value engineering approach for design to cost target in development for competitive advantage in cost and quality.

Engineering emerging technologies in display instrumentation, sensing, electro-mechanical actuation domains and integrating applications in new requirements.

Collaborate and drive technology deployment in manufacturing processes to complement innovative design solutions for market growth.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

	2023-2024	2022-2023
	(Rs. Lacs)	(Rs. Lacs)
a. Foreign Exchange Used	Nil	Nil
b. Foreign Exchange Earned	Nil	Nil

ANNEXURE- 2

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2024

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

DIAMANT INFRASTRUCTURE LIMITED

(CIN: L26994MH2003PLC143264)

Plot No 3, 89 Hindustan Colony Wardha Road,

Nagpur, Maharashtra, India, 440015.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DIAMANT INFRASTRUCTURE LIMITED (CIN: L26994MH2003PLC143264) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the course of Secretarial Audit, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on 31^st March, 2024 ("Audit Period") complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter;

I further reported that maintenance of proper and updated Books, Papers, Minutes Books, filing of Forms and Returns with applicable regulatory authorities and maintaining other records is responsibility of management and Company, my responsibility is to verify the content of the documents produced before us, make objective evaluation of the content in respect of compliance and report thereon.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 according to the provisions of;

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India, 1992 (SEBI Act);

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not Applicable during the reporting period)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018; (Not Applicable during the reporting period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits)

Guidelines,2014; (Not Applicable during the reporting period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable during the reporting period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfers Agents) Regulations, 1993;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable during the reporting period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable during the reporting period)

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

vi. Other Laws applicable to the Company;

Further, as per the information provided by management, the Company has complied with below mentioned all other laws as specifically applicable to it.

I have also examined the compliance with the applicable clause of following;

I. Secretarial Standards I and II issued by The Institute of Company Secretaries of India.

II. The Listing Agreement entered into by the Company with BSE Limited

During the period under review the Company has complied with all the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The Company was unable to file Form DIR-12 for changes in directors and Balance Sheet & Annual Returns for FY 20-21, FY 21-22 and FY22-23 due to its failure to submit Form INC-22 A (ACTIVE) with the MCA, as required under the Companies Act, 2013.

2. The Company has not appointed Company Secretary as per the provisions of the Companies Act, 2013 and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, the company has appointed Ms. Dipti Subhash Pacholi (Mem No: A62548) as the Company Secretary cum Compliance officer with effect from 5^th July 2024 pursuant to the provisions of Section 203 of the Companies Act, 2013 read with rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to Regulation 6 (1) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. The Company has defaulted in Payment of Annual Listing fees and due to this the trading has been Suspended by the Stock exchange.

4. The constitution of Audit Committee, Nomination and Remuneration Committee and Stake Holder Relationship Committee is not as per Companies Act 2013 as the company has only 1 (one) Independent Director on Board.

5. The company has not complied with some of the provisions of the Companies Act, 2013 and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I further report that: -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors. Further, in my opinion adequate system, process and control exist in the Company to monitor and ensure compliances with the following other applicable laws such as;

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda Ire sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes inspected, the decisions were generally taken unanimously.

I further report that there are adequate systems and processes in the company that commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Further, I am of the view that, there was no instances of:

1) Redemption/ buy-back of securities.

2) Public/ debentures/sweat equity, etc.

3) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013.

4) Merger/ amalgamation/ reconstruction, etc.

5) Foreign technical collaborations.

"ANNEXURE A"

To,

The Members,

DIAMANT INFRASTRUCTURE LIMITED

(CIN: L26994MH2003PLC143264)

Plot No 3, 89 Hindustan Colony Wardha Road,

Nagpur, Maharashtra, India, 440015.

My report of even date is to be read along with this letter.

Managements Responsibility:

1. Maintenance of Secretarial records is the responsibility of management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

Auditors Responsibility:

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Where ever required, I have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. my examination was limited to the verification of procedures on test basis.

Disclaimer

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS [pursuant to clause 10 (i) of the Part C of Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

I have examined the relevant registers, records, forms, returns, representation and disclosures received from the Directors of "DIAMANT INFRASTRUCTURE LIMITED" having CIN L26994MH2003PLC143264 and having registered office at Plot No 3, 89, Hindustan Colony Wardha Road, Nagpur, Maharashtra, India, 440015. (hereinafter referred to as the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of the Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No Name of Director	DIN	Designation
1. Mr. Naresh Satyanarayan Saboo	00297916	Managing Director
2. Ms. Reenal Jigar Kamdar	07143495	Independent Director
3. Ms. Madhu Naresh Saboo	00395363	Whole Time Director

Note: Mr. Harshal Pramod Madan resigned from his position on 22^nd November 2021, and Mr. Kamlesh Shanti Kishore Prasad resigned on 06^th March 2021. Following these resignations, Ms. Madhu Saboo was appointed on 06^th March 2021. However, the resignation and appointment form (DIR-12) could not be filed as the company has not filed Form INC-22A (Active) with the Ministry of Corporate Affairs (MCA). Consequently, these changes are not reflected on the MCA portal.