Diensten Tech Ltd Directors Report

Dear Members,

Your Board of Directors hereby submits the 17th (Seventeenth) Annual Repofit on the Business and Operations of your Company (“the Company” or “Diensten Tech Limited”), along with the Audited Financial Statements and the Auditocs Repofit thereon, for the financial year (“FY”) ended March 31st, 2024. Fucther, in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Company has made all the requisite disclosures in this Board Repofit with the objective of accountability and transparency in its operations and to make you aware about its pe_focmance and future perspective.

In the previous financial years, pafiticularly in FY 2023-24, your Company demonstrated robust pe_focmance, marking significant milestones and achieving results.

This pe_iod was pivotal in laying down a solid foundation for future success, as we made substantial st_ides across key pe_focmance indicators.

Our success in FY 2023-24 can be attTibuted to a combination of strategic initiatives, diligent execution, and a steadfast commitment to excellence.

Throughout this pe_iod, we not only achieved our tu_nover targets but also strengthened our position in the market. Moreover, we made strategic investments in technology, infrast%ucture, and talent, positioning ourselves for sustained growth and competitiveness in the indust_y.

Impofitantly, the strong pe_focmance in FY 2023-24 has provided us with valuable insights and lessons that will guide our future endeavours. We have identified areas for improvement, implemented best practices, and refined our strategies to capitalize on emerging trends and oppofitunities in the market.

As we move focward, we are confident in our ability to build upon the momentum gained in FY 2023-24 and achieve even greater success in the future. With a solid groundwork in place and a dedicated team d3iving our vision, we are poised to continue deliveDing value, innovation, and excellence to all our stakeholders.

FINANCIAL HIGHLIGHTS

The highlights of the Companys financial pe_focmance on Standalone basis, for the year ended March 31, 2024, are summaDized below:

Pauticulars	Standalone
	(Amount in INR Thousands)
	For the year ended March31,
	2024	2023
Revenue from Operations	409,659.33	375,268.56
Other Income	1,437.57	762.09
Total Income	411,096.90	376,030.65
Less: Employee Benefit Expenses	298,572.46	181,461.03
Less: Depreciation and Amo tization Expenses	8,779.36	11,662.76
Less: Finance Cost	11,772.98	1,907.50
Less: Other Expenses	125,706.63	178,760.9
Profit Before Tax (PBT)	(33,734.55)	2,238.44
Less: Tax Expenses	(10,029.69)	632.49
Profit After Tax (PAT)	(23,704.86)	1,605.96

Du_ing the pe_iod under review, the Companys operating revenue from providing professional se_vices & Corporate Training Business du_ing the year under review amounted to INR 409,659.33 thousands. This figure represents a substantial increase compared to the revenue generated in the previous financial year, which stood at INR 375,268.56 thousands.

Reasons for Loss in the pe_iod ended on March 31, 2024

Indust_y Slowdown and Client Onboarding Challenges: The IT and professional se_vices indust_y expe_ienced a global slowdown in the first half of FY 2023-24. Our citical clients halted the hi_ing of new employees, causing a significant decline in fresh onboarding oppofitunities. This slowdown has significantly impacted our gross additions and put strain to manpower suppliers like us.

Strategic Operational Changes and Leadership Transition: Following a comprehensive review of our operations, DTL made strategic decisions to enhance efficiency and value. This included hi_ing key employees like Mr. Siva Prasad Nandu?i as our CEO. Additionally, we unde_went significant changes such as expanding our office space and transitioning to a stronger in-house team staTting from June, albeit at increased costs.

Increased Overheads and Future Investment Strategy: As a result of the aforementioned changes, our Selling, General & Administrative overheads (SGA) significantly rose, impacting our bottom line. Despite this, the company views these expenses as necessaDy investments that will yield benefits in the upcoming financial years, beginning FY 24-25.

The impressive revenue increase highlights the effectiveness of our business strategies, the quality of our offeDings, and the strength of our user relationships.

Looking ahead, we remain committed to sustaining this positive momentum and d3iving continued growth in our professional se_vices & Corporate Training Business segment. We will continue to invest in IT staff Augmentation se_vices across va_ious indust_ies. The Company provides reliable staffing solutions on a contract basis that offer the ability to build clients staff strength without absorbing them full-time to fufither expand our market presence and deliver exceptional value to our stakeholders.

DECLARATION OF DIVIDEND

In order to align with the strategic needs of the business, no dividends have been recommended for the year under review.

TRANSFER TO GENERAL RESERVE

The Company has not transfeDred any amount to the ReseCves for the year ended March 31, 2024.

STATE OF THE COMPANYS AFFAIRS

The Company is in the business of providing professional se?vices & Corporate Training Business du_ing the year under review.

In the Professional Se_vices segment of the business, the Company provides IT staff Augmentation se_vices across va_ious IT based indust_ies. The Company provides reliable staffing solutions on a contract basis that offer the ability to build a clients staff strength without absorbing them full-time. In the Corporate Training segment of the business, the Company focuses on info_mation technology, soft skills/behavioural and domain specific leaDning solutions. In teDms of broad categojization, the Company provides consulting, training, application suppofit, and IT skills & Technology training.

Management is making all their best effocts to ensure profitability & growth of the Company.

The Company has demonstrated significant growth in its financial pe_focmance du_ing the repofiting financial year. Our revenue has surged to INR INR 409,659.33 Thousands marking a substantial increase compared to the previous yea_s revenue of INR 375,268.56 Thousands. This remarkable growth can be attTibuted to va_ious factors including decrease demand for IT professionals has helped us to realize higher revenue per associate per month and improved the gross margin of the Company.

INITIAL PUBLIC OFFER AND LISTING OF SHARES AT STOCK EXCHANGE

The Company has planned to raise funds from the Pxima y Market to shore up its Working Capital Requirements and General Corporate Purposes including Repayment of Outstanding BTA Dues, in this regard, the Company has proposed to raise the funds through Initial Public Offer (“IPO”) on the SME EMERGE Platfocm of National Stock Exchange (NSE).Consequently, du_ing the year under review, the Company has received In-PEincipal approval from National Stock Exchange (NSE) and completed Initial Public OffeDing (IPO) and allotment of 22,08,000 equity shares by respective applicants in va_ious categojies for the face value of Rs.10 each at secu_ities premium of Rs. 90/- per share. Pursuant to the IPO, the equity shares of the Company are listed on Emerge Platfocm of SME-National Stock Exchange of India Limited (NSE) with effect from July 03, 2024.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no mateDial changes affecting the affairs of the Company which occufired between the end of the financial year on March 31, 2024, of the Company to which the Financial Statement relates and date of this repofit.

STATUTORY AUDITORS:

The shareholders of the Company at AGM held on September 26th, 2022, appointed M/s. S.R. Dinodia & Co. LLP, Chattered Accountants, (Fi m Registration No.001478N) who are subjected to peer review process of Institute of Chattered Accountant of India as the Statutocy Auditors of the Company for five consecutive years till the conclusion of 20th Annual General Meeting of the Company.

The Auditors repofit for the financial year 2023-24 does not contain any qualification, reseCvation or adverse marks.

COMMENT ON AUDITORS REPORT

The comments made by S.R. Dinodia & Co. LLP, Chattered Accountants, (Fi m Registration No.001478N), Statutocy Auditors, in their audit repofit read with the notes focming pafit of the Financial Statements are self-explanatocy and as such do not require any cla3ification by the directors.

REPORTING OF FRAUD BY THE AUDITORS

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, the Statutocy Auditors has not repofited any incident of fraud which are committed against the Company by officers or employees of the Company.

INTERNAL AUDITORS:

M/s. Finexpefit Consultants LLP, has been appointed as InteDnal Auditor of the Company for FY 2023-2024 in teDms of the provisions of Section 138 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensu_ing the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and e_rors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Companys InteDnal Control Systems are commensurate with the nature of its business and the size and complexity of its operations.

SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Renumeration of Manage_ial Personnel) Rules, 2014 inter-alia requires eveDy listed Company is required to annex with its Boards repofit, a SecretaTial Audit Repofit in Focm No. MR-3 given by a Company SecretaTy in Practice.

The Board of Directors of the Company has appointed M/s Prachi Bansal and Associates, Company SecretaTies, to conduct the SecretaTial Audit and his Repofit on Companys SecretaTial Audit is appended to this Repofit as Annexure-1.

SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

? Autho_ized Capital

As on 31st March 2024, the Autho_ized Share Capital of the Company is INR 10,00,00,000 comp_ising 10,00,000 Equity shares of INR 10 each ranking pa_i-passu in all respect with the existing Equity shares of the Company.

Du_ing the year under review, there is no change in the Autho_ized Share Capital of your Company.

? Issued, Subsc ibed and Paid-up Capital

As on March 31, 2024, the issued, subsc ibed and paid-up equity share capital stands at INR

6,05,26,460 comp_ising 60,52,646 Equity shares of INR 10 each ranking pa_i-passu in all respect with the existing equity shares of the Company.

Du_ing the year under review, your Company has not issued and allotted Shares.

The Company has only one class of equity shares with a face value of INR 10 each, ranking pa_i-passu.

CHANGE IN NATURE OF BUSINESS

Du_ing the Financial Year 2023-24, there was no change in the nature of Companys business.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATES

Your company does not have any unlisted/listed subsidia_y company, Joint Venture or any Associate Company, pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules,2014, therefore, no requirement of attachment of Focm AOC-1. Fucther no Company became or ceased to be subsidia_y, joint venture or associate company du_ing the year under review.

PUBLIC DEPOSITS

Du_ing the year under review, the Company has not invited or accepted any deposits from the public/shareholders of the Company pursuant to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, no amount on account of p_incipal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2024.

CORPORATE GOVERNANCE REPORT

The Corporate goveDnance provisions as specified in regulations 17 to 27 and clause (b) to (i) of Sub- regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Secu_ities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“Listing Regulations”) are not applicable to the Company. However, the Company consistently st_ives to ensure that the best corporate goveDnance practices are adopted and followed in its functioning and administration.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The MD&A Repofit is presented in a separate Section and focms an integral pafit of this Annual Repofit inter-alia coveDing details of the overall indust_y stflucture, economic development, pe_focmance and state of affairs of the Company Business, _isk management systems and other mateDial developments du_ing the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

An active and infocmed Board is a pre-requisite for strong and effective corporate goveDnance. The Board plays a cucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders value and growth.

The Board provides strategic guidance and direction to the Company to help achieve its vision, long-teDm strategic objectives and to protect the interest of the stakeholders. As on March 31, 2024, the Board was comp_ised of 07 (Seven) Directocs as mentioned in Table below:

S. No Name of Director	DIN	Designation
1 Mr. Vipul Prakash	01334649	Chai_man & Managing Director
2 Mr. Abhishek Singhania	0087844	Director (Non-Executive)
3 Mr. Satish Chandra Gupta	01595040	Director (Non-Executive)
4 Mr. Sanjay Kumar Jain	01014176	Director (Non-Executive)
5 Mr. Manoj Kumar	0087844	Director (Non-Executive)
6 Ms. Sunaina P?imlani Gera	07763740	Independent Director
7 Ms. Kanika Vaswani	09321205	Independent Director

Du_ing the year under review, below are the changes that occufired in the composition of Directors du_ing the financial year 2023-2024.

Sr. Name of Director	DIN	Designation	Date of Change
1 Mr. Manoj Kumar	0087844	Additional Director (Non-Executive)	24/08/2024
2 Mr. Manoj Kumar	0087844	Director (Non- Executive)	20/09/2023

In teDms of Section 165 of the Act, none of the Director of the Company is a Director on the Board of more than twenty companies (including ten Public Limited companies).

KEY MANAGERIAL PERSONNEL:

As on 31st March 2024, below were the Key Manage_ial Personnel of the Company

Sr. Name of Key Manage_ial Personnel	Designation
1 Mr. Siva Prasad Nanduui	Chief Executive Officer
2 Mr. Sumant Kuthiala	Chief Financial Officer
3 Ms. Vibha Wadhva	Company SecretaTy & Compliance officer

Below are the changes that occufired in the Key Manageuial Personnel of the Company du_ing the financial year 2023-2024.

S.No. Name of Key Manage_ial	Type of Change (Appointment/	Date of Change
Personnel	Cessation/ Re-appointment)
1. Mr. Manoj Kumar	Resigned as Chief Executive Officer	01/06/2023
2. Mr. Siva Prasad Nanduui	Appointed as Chief Executive Officer	10/06/2023

MEETINGS OF THE BOARD

The Board meets at least four times in a year, with a maximum time gap of 120 days between any two meetings, to discuss and review the quacterly results and other items of the agenda. The Board also meets and conducts additional meetings as and when required and thought fit. The dates for the Board Meetings are decided in advance and timely communicated to the Directors.

The directors of the Board and Chief Financial Officer discuss the items to be included in the Board agenda.

The details of meetings of the Board, du_ing the FY 2023-24 has been provided and are given in Annexure -II hereto and focms pafit of this Board Repofit.

RETIREMENT BY ROTATION:

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Sanjay Jain (DIN: 01014176) will be retired by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

The Board recommends his re-appointment for the approval of the members in the focthcoming 17th Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director as per provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confi?ms that the independent directors meet the citeDia as laid down under the Companies Act, 2013.

Fucther, In the opinion of Board, the Independent Directors also possess the attTibutes of Integ_ity, Expefitise and expe_ience as required under Rule 8(5) (iiia) of Company (Account) Rules, 2014. The Company has also received from them, a declaration of compliance that they have registered themselves with the databank of Independent Directors as maintained by Indian Institute of Corporate Affairs.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV to the Companies Act, 2013 a separate meeting of the Independent Directors of the Company was held on 29th March 2024 to discuss the agenda items as prescCibed under the applicable laws. The said meeting was attended by all Independent Directors of the Company.

COMPOSITION OF COMMITTEES:

AUDIT COMMITTEE

The Board of Directors of the Company has a duly constituted Audit Committee in teDms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder the teDms of reference of the Audit Committee has been approved by the Board of Directors.

As on March 31, 2024, the Audit Committee was comp_ised of 03 (Three) Directors as mentioned in table below:

S.No.Name of Director	DIN	Designation
1 Mr. Sanjay Kumar Jain	01014176	Chai_man Director
2 Ms. Sunaina P?imlani Gera	07763740	Non- Executive Independent Director
3 Ms. Kanika Vaswani	09321205	Non- Executive Independent Director

All the recommendations made by the Audit Committee were accepted by the Board. The Company SecretaTy of the Company acts as the secretaTy to the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for focmulization of the citeDia for deteDmining qualifications, positive attTibutes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key manage_ial personnel, and other employees.

As on March 31, 2024, the Nomination and Renumeration Committee was comp_ised of 03 (Three) Directors as mentioned in table below:

S.No.Name of Director	DIN	Designation
1 Mr. Kanika Vaswani	09321205	Chairperson cum Non- Executive Independent Director
2 Ms. Sunaina P?imlani Gera	07763740	Non-Executive Independent Director
3 Mr. Vipul Prakash	01334649	Managing Director

All the recommendations made by the Nomination & Remuneration Committee were accepted by the Board. The Company SecretaTy of the Company acts as the secretaTy to the Nomination & Remuneration Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee oversees the pe_focmance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor se_vices.

The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor se_vices in connection with applications received and shares allotted in the Initial

Public Offer, status of refund account, conversion of pafitly paid sharesinto fully paid shares, remateDialization and demateDialization of shares and transfer of shares of the Company.

As on March 31, 2024, the Stakeholder Relationship Committee was comp_ised of 03 (Three) Directors as mentioned in table below:

S.No. Name of Director	DIN	Designation
1 Mr. Kanika Vaswani	09321205	Chairperson cum Non-Executive Independent Director
2 Ms. Sunaina P?imlani Gera	07763740	Non-Executive Independent Director
3 Mr. Vipul Prakash	01334649	Managing Director

BOARD EVALUATION:

The Companies Act, 2013 mandates that the Board shall monitor and review the Board evaluation i.e., evaluation of the pe_focmance of: (i) the Board as a whole, (ii) individual directors (including independent directors and Chairperson) and (iii) va_ious Committees of the Board. The PeDfocmance evaluation was ca_uied out by the Nomination and Remuneration Committee based on the “Annual Evaluation Framework” prepared by the Committee.

The framework includes the evaluation of directors on va_ious parameters such as:

Board dynamics and relationships

Infocmation flows

Decision-making

Relationship with stakeholders

Company pe_focmance and strategy

Tracking Board and committees effectiveness

Peer evaluation

In compliance with the Companies Act, 2013 and SEBI (LODR), 2015, the Board has ca_uied out an evaluation of its own pe_focmance, Committees and pe_focmance of individual Directors du_ing the pe_iod under review. The aspects covered in the evaluation included the cont_ibution to and monitocing of corporate goveDnance, practices, pafiticipation in the long-teDm strategic planning and the fulfillment of Directors obligations and fiduciacy responsibilities, including but not limited to, active pafiticipation at the Board and Committee meetings. Schedule IV of the Companies Act, 2013 states that the pe_focmance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The details of programs for familia_ization of Independent Directors with the Company, their roles, _ights, responsibilities in the Company, nature of the indust_y in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / aurangements / transactions entered by the Company du_ing the Financial Year 2023-24 with related pafities were in the ordina_y course of business and on an aums length basis. Du_ing the year, the Company had not entered any contract / aurangement / transaction with related pafities which could be considered mateDial in accordance with the Policy of the Company on MateDiality of Related Pafity Transactions,

However in Compliance of the provisions of the Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014, the pafiticulars of Contracts or a_rangements with related pafities refefired to in section 188(1) of the Companies Act, 2013 are mentioned in Fo_m AOC-2 in Annexure- III

A Policy on Related Pafity Transactions, (as amended), specifying the manner and citeDia of enteDing said transactions, has been focmulated and the same is available on the website of the Company.

REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, key manage_ial personnel and senior management of the company. This policy also lays down citeDia for selection and appointment of Board Members and related matters are put up on the website of the Company.

The Nomination and Remuneration Policy may be accessed on the Companys website at www.dienstentech.com

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism which is overseen by the Audit Committee for the genuine conce?ns expressed by the employees and the Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their conce?ns. The Company has also provided direct access to the Chai_man of the Audit Committee on repofiting issues conce?ning the interests of employees and the Company. The policy as approved by the Board is uploaded on the Companys website at www.dienstentech.com

CREDIT RATING:

Your Company has not obtained Credit Rating from any Agency du_ing the year under Review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Infocmation pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of conse?vation of energy, technology absorption and foreign exchange ea_nings and outgo.

(A) Conse?vation of Energy

Your Company has always been conscious of the need for conse?vation of energy and has been sensitive in making progress towards this front. The energy conse?vation measures have been implemented at all the areas of offices where it is feasible & special effocts are being put on undefitaking specific energy conse?vation methods given below thereby minimizing energy consumption & economize the energy bills.

The Company has designed its facilities keeping in view the objective of minimum energy losses.

Du_ing the year, several significant energy conse?vation initiatives have been undefitaken, including:

? Continual replacement of existing fixtures with energy-efficient LED lights.

? Replacement of outdated air conditioning chillers with energy-efficient alteDnatives.

? Installation of automatic tube cleaning systems on chillers to enhance efficiency.

? Maximizing the use of natural light for illumination wherever feasible.

? Cultivating a work culture that emphasizes the impofitance of switching off unnecessay lights.

These measures underscore our proactive approach to energy conse_vation and signify our dedication to reducing our environmental footp_int while simultaneously optimizing operational efficiency.

(B) Technology absorption

At Diensten Tech Limited, innovation isnt just a buzzword; its ingrained in our DNA. We fi_mly believe in the power of innovation and its ability to transfocm not only se_vices but also our entire business landscape. Throughout the FY 2023-24, we have passionately pursued innovation, applying it to eveDy facet of our operations.

Moreover, our dedication to innovation extends beyond development in our se_vices. We continuously seek ways to enhance our quality standards, ensu_ing that each se_vice that bears our name exceeds expectations. This relentless pursuit of excellence d3ives us to constantly refine and improve our processes, making them more efficient, streamlined, and effective.

In essence, innovation is not just a goal for us; its a mindset that pe_meates eveDy aspect of our organization. By embracing innovation wholeheafitedly, we position ourselves at the forefront of our indust_y, ready to tackle challenges, seize oppofitunities, and shape the future of our business.

Benefits de_ived as a result of the above effocts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations

b) Reduced dependence on exteDnal sources for technology

c) Cost reduction

d) Greater precision

(C) Foreign exchange Ea_nings and Outgo

Infocmation about the foreign exchange ea_nings and outgo, as required to be given under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:

Sl. No. Pauticulars	For the Financial Year ended on 31.03.2024	For the Financial Year ended _ on 31.03.2023
(i) Expenditure in Foreign Cu?rency	1,304.33	1,156.20
Purchase of Traded Goods
(ii) Ea_nings in Foreign Cu?rency	7,914.79	1,875.56
Corporate Training se_vices

RESEARCH & DEVELOPMENT

The Expenditure incufired on R&D is Nil. The future plan of action of your Company is to concentrate its focus on Research & Development activities associated with the Companys business.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 eveDy company having net wocth of _upees five hundred crore or more, or tu_nover of _upees one thousand crore or more or a net profit of _upees five crore or more du_ing any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall focmulate a Corporate Social Responsibility Policy. The company is not falling under the pu_view of said section du_ing the year.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 134(5) of the Act, your Directors, to the best of their knowledge and belief confi?m that:

(i) In the preparation of annual accounts for the FY ended on March 31, 2024, the applicable accounting standards have been followed, along with proper explanation relating to mateDial depafitures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and p_udent, so as to give a tTue and fair view of the state of affairs of the Company as on March 31, 2024, and of the profit or loss of the Company for the FY ended on March 31, 2024.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other i regulacities.

(iv) The Directors have prepared the annual accounts on a going conce?n basis and

(v) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY

At your Company, we place a paramount emphasis on _isk management to safeguard our operations and ensure sustainable growth. We have established a robust system of _isk management that encompasses va_ious dimensions including operational, financial, strategic, and regulatocy _isks. This comprehensive approach enables us to identify potential _isks proactively and effectively mitigate them.

The responsibility for overseeing the entire _isk management process rests with the Board of Directors. They are actively involved in assessing and addressing _isks, aligning the _isk management framework with the Companys overarching objectives. This approach ensures that _isk management is integrated into our business strategy, enabling us to seize oppofitunities while mitigating potential threats.

While the Board is confident that none of the _isks faced by the Company poses an existential threat, we remain vigilant, pafiticularly in the areas relevant to our operations.

To mitigate _isks, we maintain a proactive stance, staying abreast of regulatocy developments and legal trends. Additionally, we p_io_itize compliance with applicable laws and regulations, investing in compliance measures to navigate potential legal or regulatocy challenges effectively.

Our proactive approach to _isk management underscores our commitment to maintaining the resilience and sustainability of our operations. By continuously monitocing and addressing _isks, we st_ive to protect our stakeholders interests and uphold the integ_ity of our business.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Du_ing the year under review, no amount was required to be transfeDred by the Company to the Investor Education and Protection Fund.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual RetuTn in focm MGT-9 as required under section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 was omitted pursuant to Companies (Amendment) Act 2017 w.e.f. 5th March, 2021. Accordingly, the extract of Annual RetuTn in Focm MGT-9 is not attached with the Board Repofit. The copy of Annual RetuTn can be accessed at Companys website at www.dienstentech.com.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There is no any instance of Loan Given, Investment Made, Guarantee Given and Secu_ities Provided under Section 186 of the Companies Act, 2013 du_ing the pe_iod under review.

VARIOUS POLICIES/ CRITERIA/ PROGRAMS

In compliance with Companies Act, 2013 and _ules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s at its respective meetings held on the 19th October, 2022, have duly reviewed and amended the following Policies/ CLiteDia/Programs, and, the same are available on the website of the Company under the head policies & code of conduct (Diensten Tech limited) CLiteDia and Policies)

1. Policy on PreseCvation of Documents.

2. Code of Conduct to regulate Monitor and Repofit Insider Trading.

3. Board Diversity Policy.

4. Policy on Related Pafity Transactions.

5. Policy for deteDmining mateDial Subsidia_y.

6. Dividend Policy and philosophy

7. CLiteDia of making payment to Non-Executive Directors of the Company.

8. MateDiality policy under SEBI ICDR Regulations.

9. Nomination and Renumeration policy.

10. Code of Conduct for Board of Directors (Including Independent Directors) and Senior

Management personnel.

11. Whistle Blower Policy.

12. Policy for Familia ization Program for Independent Directors.

13. Policy on mateDiality of events under SEBI LODR

14. POSH Policy.

15. TeDms and conditions for appointment of independent Directors.

16. MateDiality policy amended version 2

INTERNAL COMMITTEE (IC)

Diensten Tech Limited goal has always been to create an open and safe workplace for eveDy employee to feel empowered, i respective of gender, sexual preferences, and other factors, and cont_ibute to the best of their abilities.

Towards this, the Company had set up and constituted the InteDnal Committee (IC) pursuant to Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 in the year 2022 which completes nearly 2 years of enabling a positive and safe work environment for our employees. The InteDnal Committee (IC) was constituted and the Company has a policy for prevention of sexual harassment at workplace of the Company.

Decisions made by the IC, a senior woman employee is the presiding officer over eveDy case. All the members of the IC are women. The role of the IC is not restCicted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment. The details of sexual harassment complaints that were filed, disposed of and pending du_ing the financial year are provided in this Board Repofit.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company strongly believes in providing a safe and harassment free workplace for eveDy individual working in Diensten Tech Limited through va_ious inteDventions, policy and practices. The Company always endeavors to create and provide an environment that is free from disc_imination and harassment including sexual harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition & Redressed of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressed) Act 2013 & the Rules there under for prevention and Redressed of Complaints of sexual harassment at workplace.

The policy aims at prevention of harassment of employees and lays down the guidelines for identification, repofiting and prevention of sexual harassment.

The Company has complied with the provisions relating to constitution of InteDnal Committee (IC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is an IC duly constituted at the Companys Registered Office, which is responsible for redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy.

Fucther Company is committed to providing equal oppofitunities without regard to their race, caste, sex, religion, color, nationality, disability etc. (pe_manent, tempora_y, contractual and trainees) as well as any women visiting the Companys premises or women se_vice providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free from Sexual harassment whether physical, verbal or psychological.

Du_ing the calendar year 2024, Diensten Tech Limited have the following details to repofit:

S. No.Pauticulars	Complaint Status
1 Number of complaints received in a year	Nil
2 Number of complaints disposed off in a year	Nil
3 Number of cases pending as on 31st March 2024 for more than 90 days	Nil
4 Nature of action taken by the employer or Dist ict officer	Not Applicable
5 Whether the Company has framed the policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act and displayed the same.	Yes, The Company have a policy for prevention of sexual harassment at workplace and the same has been displayed on website of the Company at www.dienstentech.com
6 Whether the Company has constituted the InteDnal Committee as required under Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013	Yes, There is an InteDnal Committee constituted at for handling and redressing complaints on sexual harassment at workplace.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant mateDial orders passed by the Regulators/ Coucts which would impact the going conce?n status of the Company and its future operation du_ing the year under review.

PARTICULARS OF EMPLOYEES:

In teDms of the provisions Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Manage_ial Personnel) Rules, 2014, a statement showing the names and other pafiticulars of employees drawing remuneration in excess of the limits as set out in the said _ules shall be provided on request of members on sonia.vaid@jkdtl.com.

In teDms of the proviso to Section 136(1) of the Act, the Annual Repofit is being sent to the Members of the Company excluding the aforesaid infocmation. The said infocmation is available for inspection by the Members at the Registered Office of the Company du_ing business hours on working days and Members interested in obtaining such infocmation may w ite to the Company SecretaTy on Mail Id: sonia.vaid@jkdtl.com and the same will be fufinished on request.

HUMAN RESOURCE

The employees of the Company have been its key asset and p_ima y cont_ibutors in d3iving the mission of the Company. We believe that sustainable growth can only be achieved by focusing on the well-being of its employees and empoweDing them with knowledge and values.

The Company puts in best effocts to keep employees motivated by encouraging collaboration on issues relevant to employee, encouraging honest and genuine feedback and providing them the _ight oppofitunities in order to develop leadership and to encourage them to work together to achieve the vision of the Company as one team.

Fucther, du_ing the financial year 2023-24 the Company has implemented new HR Policies for Employees:

1. Attendance and Leave Policy:

This policy outlines guidelines regarding employee attendance, leave entitlements, procedures for requesting leave, eligibility, accual and usage of leaves and consequences for non-compliance.

2. Workplace Conduct:

The Workplace Conduct sets focth the ethical standards and behavioral expectations for all employees, ensu_ing a positive work environment.

3. Compensation and Benefits:

This policy delineates Compensation and Benefits for Employees that will be provided in accordance with the applicable laws and regulations and based on the Job classification, assignment duration and client requirement.

4. Health and Insurance:

DTL Provides Group Mediclaim Covergae (GMC) to all full-time and their dependents as well as coverage under Group Personal Accident (GPA) and Workmen Compensation (WC) Policy.

CORPORATE GOVERNANCE & SECRETARIAL STANDARDS & COMPLIANCE SYSTEM

Your Company st_ives to attain high standards of corporate goveDnance while interacting with all the stakeholders. The increasing diversity of the investing community render corporate goveDnance a vital issue for investors. Your Company believes that timely disclosures, transparent accounting policies and a strong and efficient Management go a long way in maintaining good corporate goveDnance, preseCving shareholders tTust and maximizing long-teDm corporate value.

In pursuit of corporate goals, your Company accords high impofitance to transparency, accountability and integ_ity in its dealings. Our philosophy for Corporate GoveDnance is d3iven towards welfare of all the Stakeholders and the Board of Directors remainscommitted towards this end. In addition, your Company has duly followed all applicable SecretaTial Standards issued by Institute of Company SecretaTies of India from time to time.

In addition, your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable SecretaTial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

LOAN FROM DIRECTORS OR DIRECTORS RELATIVE

Du_ing the financial year under review, the Company has not bo_rowed any amount(s) from Directors or their relatives.

STATUTORY DISCLOSURES

Your Board Members state that there being no transactions with respect to following items du_ing the year under review, no disclosure or repofiting is required in respect of the same:

1. Deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential _ights as to dividend, voting or othe_wise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Buy-back of shares.

5. No settlements have been done with banks or financial institutions.

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 Bank_uptcy Code, 2016 (31 of 2016) du_ing the financial year.

DETAILS OF DIFFERENCE BETWEEN 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 ALONG WITH THE REASONS THEREOF

As the Company has not done any one-time settlement du_ing the year under review hence no disclosure is required.

INDUSTRIAL RELATIONS:

Indust_ial relations remain peaceful and cordial du_ing the pe_iod under review. Your company regards its employees as its core strength and thus undefitakes requisite changes in va_ious policies from time to time for their welfare.

COST RECORD AND/OR COST AUDIT

The Maintenance of Cost Record and its Audit under Section 148 of the Companies Act, 2013 and read with The Companies (Cost Records and Audit) Amendment Rules, 2014, is not applicable to the Company du_ing the financial year.

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the co-operation and assistance received from the Central GoveDnment, State GoveDnments and all other GoveDnment agencies and encouragement they have extended to the Company.

The Directors also thank the Shareholders, Financial Institutions, Banks/ other Lenders, Customers, Vendors and other Stakeholders for their confidence in the Company and its Management and look focward for their continuous suppofit.

The Board wishes to place on record its appreciation for the dedication and commitment of the Companys employees at all levels which has continued to be our major strength.

For and on behalf of the Board of Directors of Diensten Tech Limited

Sd/-	Sd/-
Mr. Vipul Prakash	Mr. Sanjay Jain
DIN: 01334649	DIN: 01014176
Managing Director	Director
Address : 204/1, Neb Valley	Address: 263, SFS Hauz Khas Appt,
Sainik Fa_ms, Neb Sarai,	Hauz Khas New Delhi -110016
New Delhi-110068
Place: New Delhi
Date:29/08/2024