Diensten Tech Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 19th (Nineteenth) Boards Report of Diensten Tech Limited ("Company"), together with the audited standalone and consolidated financial statements and the reports of the Statutory Auditors and Secretarial Auditor for the financial year ended March 31,2026.

CORPORATE OVERVIEW

Diensten Tech Limited was incorporated on March 6, 2007 as JKT Consulting Limited. The name of the Company was changed to Diensten Tech Limited and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Delhi on May 11, 2021. The equity shares of the Company were listed on the NSE Emerge platform on July 3, 2024 and the Corporate Identity Number ofthe Company is L74140DL2007PLC160160. The registered and corporate office of the Company is situated at 3rd Floor, A-2, LSC, Masjid Moth, Greater Kailash-II, New Delhi - 110048.

The Company is primarily engaged in providing manpower outsourcing, staffing, recruitment, deputation and allied professional and consulting services, including deployment of technical and other personnel in India and overseas, and business solutions in the fields of information technology and related areas.

FINANCIAL HIGHLIGHTS

The highlights of the Companys standalone financial performance for the year ended March 31,2026 are summarised below:

(Rs. in thousand)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from operations	13,93,675	6,48,606
Other income	7,288	7,463
Total income	14,00,963	6,56,069
Employee benefits expense	11,22,161	5,75,722
Depreciation and amortisation expense	25,858	22,009
Finance costs	46,458	29,710
Other expenses	1,95,259	57,165
Profit/(loss) before exceptional items and tax	11,227	(28,537)
Exceptional items	5,291	-
Profit/(loss) before tax	5,935	(28,537)
Tax expense/(credit)	1,717	(7,330)
Profit/(loss) after tax	4,218	(21,208)
Other comprehensive income/(loss), net of tax	(472)	2,417
Total comprehensive income/(loss)	3,746	(18,791)
Earnings per equity share (face value Rs. 10 each)
Basic (Rs. )	0.51	(2.44)
Diluted (Rs. )	0.52	(2.43)

The standalone financial statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013, read with the applicable rules, and other accounting principles generally accepted in India.

Revenue from operations increased from Rs. 6,48,606 thousand in FY 2024-25 to Rs. 13,93,675 thousand in FY 2025-26, representing growth of approximately 114.87%. Profit after tax for FY 2025-26 was Rs. 4,218 thousand as against a loss after tax of Rs. 21,208 thousand in the previous year.

CONSOLIDATED FINANCIAL HIGHLIGHTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Company is required to prepare consolidated financial statements because it had subsidiaries during the year. The consolidated financial highlights are to be populated from the final audited consolidated financial statements:

	(Rs. in thousand)
Particulars	Year ended March 31, 2026
Revenue from operations	16,27,891
Other income	15, 126
Total income	16,43,016
Employee benefits expense	13,20,414
Depreciation and amortisation expense	32,201
Finance costs	47,561
Other expenses	2,17,453
Profit/(loss) before exceptional items and tax	25,387
Exceptional items	7,407
Profit/(loss) before tax	17,980
Tax expense/(credit)	45,686
Profit/(loss) after tax	(27,706)
Other comprehensive income/(loss), net of tax	(755)
Total comprehensive income/(loss)	(28460)
Earnings per equity share (face value Rs. 10 each)
Basic (Rs. )	(3.35)
Diluted (Rs. )	(3.31)

DECLARATION OF DIVIDEND

The Board of Directors does not recommend any dividend on the equity shares of the Company for the financial year ended March 31,2026.

TRANSFER TO GENERAL RESERVE

During the financial year ended March 31,2026, the Company has not transferred any amount to the General Reserve.

STATE OF THE COMPANYS AFFAIRS

The Company continued to operate in the manpower outsourcing, staffing, recruitment and allied professional services segment during the year under review.

The management remains focused on sustainable growth, operational efficiency, margin improvement and integration of acquired businesses.

STRATEGIC ACQUISITIONS AND BUSINESS TRANSFER ARRANGEMENTS

During the year, the Company entered into a Business Transfer Agreement dated October,01 2025 with Klaus IT Solutions Private Limited for the phased transfer/novation of specified client contracts and the corresponding employees.

The arrangement is a transfer of identified business undertakings/client contracts and associated employees and should not be described as acquisition of 100% of the shares of Klaus IT Solutions Private Limited itself.

With effect from May 12, 2025, the Company acquired a 99.99% ownership interest in Ushta Te Consultancy Services LLP, consequent to which the LLP became a subsidiary of the Company.

With effect from November 10, 2025, the Company subscribed to/acquired 100% of the equity interest in Diensten Tech Inc., a company incorporated in the State of Wyoming, United States of America. Diensten Tech Inc. accordingly became a wholly owned foreign subsidiary of the Company.

These transactions form part of the Companys strategy to broaden its service capabilities, expand its client base and establish an international presence. The operational and financial performance of the subsidiaries is set out separately in this Report and in Form AOC-1 Annexure-I. Page reference: 41.

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

Except as disclosed below, there have been no material changes or commitments affecting the financial position of the Company between March 31,2026 and the date of this Report.

STATUTORY AUDITORS:

The members of the Company, at the Annual General Meeting held on September 26, 2022, appointed M/s S.R. Dinodia & Co. LLP, Chartered Accountants (Firm Registration No. 001478N), as Statutory Auditors of the Company for a term of five consecutive years, to hold office until the conclusion of the 20th Annual General Meeting, subject to the applicable provisions of the Companies Act, 2013.

COMMENT ON AUDITORS REPORT

The comments made by S.R. Dinodia & Co. LLP, Chartered Accountants, (Firm Registration No.001478N), Statutory Auditors, in their audit report read with the notes forming part of the Financial Statements are self-explanatory and as such do not require any clarification by the directors.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

REPORTING OF FRAUD BY THE AUDITORS

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

EXPLANATIONS / COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR AND COMPANY SECRETARY IN THE AUDIT REPORTS

Auditors Remarks:

There is no qualifications, reservations, adverse remarks or disclaimer in Auditors Report.

Secretarial Auditors remarks:

There is no qualifications, reservations, adverse remarks or disclaimer in Auditors Report

INTERNAL AUDITORS:

M/s. Finexpert Consultants LLP, Chartered Accountant, has been appointed as Internal Auditor of the Company for FY 2025-26 in terms of the provisions of Section 138 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has established internal financial controls with reference to the financial statements, commensurate with the size and nature of its operations. The controls are integrated into key processes including recruitment, payroll, billing, treasury, statutory compliance and financial reporting. Their design and operating effectiveness are reviewed through management oversight, process-owner monitoring and independent internal-audit testing.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained a Secretarial Audit Report in Form MR-3 from M/s Shashank Kumar & Associates, Company Secretaries.

The Secretarial Audit Report for FY 2025-26 is annexed to this Report as Annexure-II. Page reference: 42

SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

• Authorized Capital

As at March 31, 2026, the authorised share capital of the Company was Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of Rs. 10 each.

• Issued, Subscribed and Paid-up Capital

As at March 31, 2026, the issued, subscribed and paid-up equity share capital of the Company was Rs. 8,26,06,460 divided into 82,60,646 equity shares of Rs. 10 each, fully paid-up.

There was no change in the paid-up equity share capital of the Company during FY 2025-26. The Company has one class of equity shares, ranking pari passu in all respects.

REGISTERED & CORPORATE OFFICE ADDRESS

The registered cum corporate office of the Company is situated at 3rd Floor, A-2, LSC, Masjid Moth, Greater Kailash-II, New Delhi - 110048.

CHANGE IN NATURE OF BUSINESS

During the Financial Year 2025-26, there was no change in the nature of Companys business.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATES

As at March 31, 2026, the Company had the following subsidiaries:

1. Ushta Te Consultancy Services LLP - Indian subsidiary with 99.99% ownership interest, effective May 12, 2025; and

2. Diensten Tech Inc. - wholly owned subsidiary incorporated in Wyoming, United States of America, effective November 10, 2025.

Both the above entities became subsidiaries during FY 2025-26. No entity ceased to be a subsidiary, joint venture or associate during the year. The Company did not have any joint venture or associate company as at March 31,2026.

A statement containing the salient features of the financial statements of the subsidiaries is provided in Form AOC-1, annexed to this Report as Annexure-I, pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

Ushta Te Consultancy Services LLP recorded total income of Rs. 2,34,216 thousand and profit/(loss) after tax of Rs. (31,938) thousand for the period from May 12, 2025 to March 31,2026

Diensten Tech Inc. recorded total income of USD/Rs. 500 and profit/(loss) after tax of USD/Rs. 151 for the period from November 10, 2025 to March 31, 2026. Its net worth as at March 31,2026 was USD/Rs. 10151.

The above figures are to be reconciled with the final audited subsidiary financial statements and the consolidated financial statements.

PUBLIC DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No principal or interest on deposits was outstanding as at March 31, 2026.

CORPORATE GOVERNANCE

The equity shares of the Company are listed on the NSE Emerge platform. Accordingly, by virtue of Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate-governance provisions specified therein are not applicable to the Company to the extent of the exemption available to entities listed on the SME Exchange. Notwithstanding the exemption, the Company endeavours to follow sound corporate-governance practices. The statutory requirements of the Companies Act, 2013 continue to apply.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The MD&A Report is presented in a separate Section and forms an integral part of this Annual Report inter-alia covering details of the overall industry structure, economic development, performance and state of affairs of the Company Business, risk management systems and other material developments during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

As at March 31,2026, the Board comprised seven Directors, as set out below:

S. N.	Name of Director	DIN	Designation
1	Mr. Vipul Prakash	01334649	Managing Director
2	Mr. Abhishek Singhania	00087844	Director
3	Mr. Satish Chandra Gupta	01595040	Director
4	Mr. Sanjay Kumar Jain	01014176	Director
5	Mr. Manoj Kumar	10277198	Director
6	Ms. Sunaina Primlani Gera	07763740	Independent Director
7	Ms. Kanika Vaswani	09321205	Independent Director

There was no change in the constitution of the Board during the year under review.

Based on the disclosures received from the Directors, none of the Directors exceeded the limits prescribed under Section 165 of the Companies Act, 2013 and the applicable provisions of the Listing Regulations as at March 31,2026.

KEY MANAGERIAL PERSONNEL:

As at March 31, 2026, the following persons were the Key Managerial Personnel of the Company:

S.No.	Name of Key Managerial Personnel	Designation
1	Mr. Siva Prasad Nanduri	Chief Executive Officer
2	Mr. Anish Mahajan	Chief Financial Officer
3	Ms. Sonia Vaid	Company Secretary & Compliance officer

MEETINGS OF THE BOARD

During FY 2025-26, the Board met Seven times. The intervening gap between any two consecutive meetings was within the limit prescribed under Section 173 of the Companies Act, 2013 and Secretarial Standard-1 .

The details of the meetings of the Board, during FY 2025- 26 have been provided,and are given in Annexure III Page reference: 45 hereto and forms part of this Board Report

RETIREMENT BY ROTATION:

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Manoj Kumar (DIN: 10277198) will be retired by rotation at the ensuing Annual General Meeting and being eligible to offer himself for re-appointment.

The Board recommends his re-appointment for the approval of the members in the forthcoming 19th Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that:

(a) they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 read with the applicable rules and Regulation 16(1)(b) of the Listing Regulations, to the extent applicable; and

(b) there has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, the Independent Directors possess the integrity, expertise and experience required for discharging their duties and are persons of high repute.

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 March 25, 2026, to discuss the agenda items as prescribed under the applicable laws. The said meeting was attended by all Independent Directors of the Company.

COMPOSITION OF COMMITTEES:

AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Term of reference broadly includes the following:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;]

(ii) review and monitor the auditors independence and performance, and effectiveness of audit process;

(iii) examination of the financial statement and the auditors report thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

As at March 31, 2026, the Audit Committee comprised three Directors as set out below:

S. No	Name of Director	DIN	Designation
1	Mr. Sanjay Kumar Jain	01014176	A Chairman
2	Ms. Sunaina Primlani Gera	07763740	A Member
3	Ms. Kanika Vaswani	09321205	A Member

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

The Audit Committee met four times during FY 2025-26. The meeting dates and attendance are set out below:

S. No.	Date of the Meeting	Total No of Members on date of meeting	Attendance
			No. of Members attended	% of Attendance
1	12-05-2025	3	3	100
2	12-08-2025	3	3	100
3	12-11-2025	3	3	100
4	06-02-2026	3	3	100

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee as at March 31,2026 is set out below.

The salient features of the Nomination and Remuneration Policy and the web address at which the policy is available are set out below/available at www.diensten.com

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3).

As at March 31, 2026, the Nomination and Remuneration Committee comprised three Directors as set out below:

S. No.	Name of Director	DIN	Designation
1	Ms. Kanika Vaswani	09321205	? Chairperson
2	Ms. Sunaina Primlani Gera	07763740	A Member
3	Mr. Vipul Prakash	01334649	m Member

The recommendations made by the Nomination and Remuneration Committee during the year were accepted by the Board. The Company Secretary acts as Secretary to the Committee.

S. No.	Date of the Meeting	Total No of Members on date of meeting	Attendance
			No. of Members attended	% of Attendance
1	16-05-2025	3	3	100

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee oversees investor- service matters and the performance of the Registrar and Share Transfer Agent and recommends measures for improving the quality and timeliness of investor services.

Its terms of reference include redressal of security-holder grievances, review of transfer/transmission, dematerialisation/ rematerialisation and other investor-service matters, and review of measures taken for the effective exercise of voting rights and service standards.

As at March 31,2026, the Stakeholders Relationship Committee comprised three Directors as set out below:

S. No	Name of Director	DIN	Designation
1	Ms. Kanika Vaswani	09321205	A Chairperson
2	Ms. Sunaina Primlani Gera	07763740	A Member
3	Mr. Vipul Prakash	01334649	m Member

The recommendations made by the Stakeholders Relationship Committee during the year were accepted by the Board. The Company Secretary acts as Secretary to the Committee.

S. No.	Date of the Meeting	Total No of Members on date of meeting	Attendance
			No. of Members attended	% of Attendance
1	25-03-2026	3	3	100

BOARD EVALUATION

Pursuant to Section 134(3)(p) and other applicable provisions of the Companies Act, 2013, the Board carried out an annual evaluation of its own performance, the performance of its Committees and the performance of individual Directors, including Independent Directors and the Chairperson, based on the criteria approved by the Nomination and Remuneration Committee.

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

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees effectiveness

• Peer evaluation

The evaluation covered, inter alia, Board composition and dynamics, quality and timeliness of information, participation and contribution, strategic oversight, governance and compliance, effectiveness of Committees and discharge of fiduciary responsibilities. The Independent Directors evaluated the performance of non-independent directors and the Board as a whole, and the Board evaluated the performance of each Independent Director excluding the Director being evaluated. The Board expressed satisfaction with the evaluation process.

The details of programs for familiarization of Independent

Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, KFin Technologies Limited, having its registered office at 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Mumbai, Maharashtra - 400070, acted as the Registrar and Share Transfer Agent of the Company.

PAYMENT OF LISTING FEES

The annual listing fees for the financial year 2025-26 have been paid by the Company to the National Stock Exchange of India Limited.

SHARE TRANSFER SYSTEM

As mandated by SEBI, the securities of the Company are transferable/tradable only in dematerialised form. Shareholders holding shares in physical form are advised to avail the facility of dematerialisation.

EMPLOYEES STOCK OPTION PLAN

The Diensten Tech Limited - Employee Stock Option Plan 2024 is administered and monitored by the Nomination and Remuneration Committee and is stated to be in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended. During FY 2025-26, no options were granted or exercised, as stated in the financial results. The disclosures required under the SBEB Regulations are available on the Companys website at www.dienstentech.com.

COMPANYS POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS, AND DISCHARGE OF THEIR DUTIES:

As per the provisions of Section 178(3) of the Act, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.

The Policy sets out the guiding principles, philosophy, and framework governing the remuneration of the Directors, Key Managerial Personnel ("KMP"), and other employees of the Company. It also prescribes the criteria for determining the qualifications, positive attributes, and independence of Directors, as well as the criteria for the appointment of Key Managerial Personnel and Senior Management personnel to ensure a transparent and merit-based selection process.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company is available on the Companys website at www.dienstentech.com.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors are regularly informed during meetings of the Board and Committees on business strategy, business activities, manufacturing operations, updates on the drone industry, and regulatory updates. The Directors when they are appointed are given detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters, and Corporate Social Responsibility initiatives of the Company. The details of familiarization programs provided to the Directors of the Company is available on the website of the Company at www.dienstentech.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

All contracts / arrangements / transactions entered by the Company during the Financial Year 2025-26 with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions,

However in Compliance of the provisions of the Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014, the particulars of Contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 are mentioned in Form AOC-2 in Annexure- IV Page reference: 46

A Policy on Related Party Transactions, (as amended), specifying the manner and criteria of entering said transactions, has been formulated 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 managerial personnel and senior management of the company. This policy also lays down criteria 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:

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/ Whistle Blower Policy to provide Directors, employees and other eligible stakeholders, as applicable, with a mechanism to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct, applicable laws and regulations, or any other improper or unlawful practices.

The Policy provides adequate safeguards against victimization of persons who avail of the mechanism and ensures that concerns are addressed in a fair, transparent and confidential manner. It also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Audit Committee oversees the implementation and effectiveness of the Vigil Mechanism.

During the financial year under review, no person was denied access to the Chairperson of the Audit Committee under the Vigil Mechanism. The Company affirms its commitment to maintaining the highest standards of ethical conduct, integrity and good corporate governance.

The Vigil Mechanism/Whistle Blower Policy is available on the Companys website at www.dienstentech.com.

PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended ("PIT Regulations"), the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons ("Code"). The Code lays down the procedures and compliance requirements to be followed by Designated Persons and their immediate relatives while dealing in the securities of the Company and prescribes necessary disclosures in accordance with the applicable provisions of the PIT Regulations. The Company has also established an adequate and effective institutional mechanism for the prevention of insider trading, which includes structured digital databases, identification of unpublished price sensitive information (UPSI), maintenance of confidentiality, pre-clearance of trades, trading window norms, and periodic compliance reporting, as applicable under the PIT Regulations.

The Company has implemented appropriate systems and procedures to monitor trading in the Companys securities by Designated Persons and their immediate relatives, thereby ensuring compliance with the applicable provisions of the PIT Regulations and promoting the highest standards of transparency, integrity, and corporate governance.

CREDIT RATING:

The Company did not obtain any credit rating during FY 2025-26.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo.

(A) Conservation of Energy

Your Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this front. The energy conservation measures have been implemented at all the areas of offices where it is feasible & special efforts are being put on undertaking specific energy conservation 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.

During the year, several significant energy conservation initiatives have been undertaken, including:

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

• Replacement of outdated air conditioning chillers with energy-efficient alternatives.

• 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 importance of switching off unnecessary lights.

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

(B) Technology absorption

At Diensten Tech Limited, innovation isnt just a buzzword; its ingrained in our DNA. We firmly believe in the power of innovation and its ability to transform not only services but also our entire business landscape. Throughout the FY 2025-26, we have passionately pursued innovation, applying it to every facet of our operations.

Moreover, our dedication to innovation extends beyond development in our services. We continuously seek ways to enhance our quality standards, ensuring that each service that bears our name exceeds expectations. This relentless pursuit of excellence drives 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 permeates every aspect of our organization. By embracing innovation wholeheartedly, we position ourselves at the forefront of our industry, ready to tackle challenges, seize opportunities, and shape the future of our business.

Benefits derived as a result of the above efforts:

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

a) Better efficiency in operations

b) Reduced dependence on external sources for technology

c) Cost reduction

d) Greater precision

(C) Foreign exchange Earnings and Outgo

Information about the foreign exchange earnings 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:

(Rs. in thousand)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Expenditure in Foreign Currency	-	-
Earnings in Foreign Currency	17902	23899

RESEARCH & DEVELOPMENT

The Expenditure incurred 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 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. The company is not falling under the purview of said section during the year.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

(i) In the preparation of annual accounts for the FY ended on March 31,2026, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31,2026, and of the profit or loss of the Company for the FY ended on March 31,2026.

(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 irregularities.

(iv) The Directors have prepared the annual accounts on a going concern 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 risk management to safeguard our operations and ensure sustainable growth. We have established a robust system of risk management that encompasses various dimensions including operational, financial, strategic, and regulatory risks. This comprehensive approach enables us to identify potential risks proactively and effectively mitigate them.

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

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

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

Our proactive approach to risk management underscores our commitment to maintaining the resilience and sustainability of our operations. By continuously monitoring and addressing risks, we strive to protect our stakeholders interests and uphold the integrity of our business.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in form 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 Return in Form MGT-9 is not attached to the Board Report. The copy of Annual Return 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

During FY 2025-26, the Company made investments of Rs. 1,90,000 thousand in Ushta Te Consultancy Services LLP and Rs. 894 thousand in Diensten Tech Inc. The particulars of investments are disclosed in Note 5/Note 27 to the standalone financial statements. The Company did not give any loan or provide any guarantee or security covered under Section 186 during the year.

VARIOUS POLICIES/ CRITERIA/ PROGRAMS

In compliance with Companies Act, 2013 and rules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s have duly reviewed and amended the following Policies/ Criteria/ Programs, and, the same are available on the website at www.dienstentech.com.

1. Nomination and Renumeration policy

2. Code of Conduct for Board of Directors (Including Independent Directors) and Senior Management personnel.

3. Materiality policy under SEBI ICDR Regulations

4. Materiality policy amended version 2

5. Policy on materiality of events under SEBI LODR

6. Terms and conditions for appointments of independent Directors

7. Policy on preservation of documents

8. Code of Conduct to regulate Monitor and Report Insider Trading

9. Board Diversity Policy.

10. Policy on Related Party Transactions

11. Policy for determining material Subsidiary

12. Dividend Policy and philosophy

13. Criteria of making payment to Non-Executive Directors of the Company

14. Whistle Blower Policy

15. Policy for Familiarization Program for Independent Directors

16. POSH Policy

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

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at www.dienstentech.com.

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

Further Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability etc. (permanent, temporary, contractual and trainees) as well as any women visiting the Companys premises or women service 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.

During the financial year ended March 31,2026, the Company reports the following details:

S. No.	Particulars	Complaint Status
1	Number of complaints received during the financial year	Nil
2	Number of complaints disposed of during the financial year	Nil
3	Number of cases pending for more than 90 days as at March 31,2026	Nil
4	Nature of action taken by the employer/District 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 has adopted a policy on prevention of sexual harassment at the workplace. Website link: www. dienstentech.com.
6	Whether the Company has constituted the Internal Committee as required under Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013	Yes. The Company has constituted an Internal Committee under Section 4 of the POSH Act.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives which may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on March 31,2026

Male Employees: 1026 Female Employees: 484 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material order was passed by any regulator, court or tribunal during the year which would impact the going-concern status of the Company or its future operations.

PARTICULARS OF EMPLOYEES

The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

In terms 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 Managerial Personnel) Rules, 2014.

In terms of the proviso to Section 136(1) of the Act, the Annual

Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days and Members interested in obtaining such information may write to the Company Secretary on Mail Id: sonia.vaid@ikdtl.com and the same will be furnished on request.

HUMAN RESOURCE

The employees of the Company have been its key asset and primary contributors in driving the mission of the Company. We believe that sustainable growth can only be achieved by focusing on the well-being of its employees and empowering them with knowledge and values.

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

During FY 2025-26, the Company continued to implement and update employee policies, including the following:

1. Attendance and Leave Policy:

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

2. Workplace Conduct:

The Workplace Conduct sets forth the ethical standards and behavioural expectations for all employees, ensuring 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 Coverage (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 strives to attain high standards of corporate governance while interacting with all the stakeholders. The increasing diversity of the investing community render corporate governance 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 governance, preserving shareholders trust and maximizing long-term corporate value.

In pursuit of corporate goals, your Company accords high importance to transparency, accountability and integrity in its dealings. Our philosophy for Corporate Governance is driven towards welfare of all the Stakeholders and the Board of Directors remains committed towards this end. In addition, your Company has duly followed all applicable Secretarial Standards issued by Institute of Company Secretaries 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 Secretarial Standards, namely SS-1 relating to meetings of the Board of Directors and SS-2 relating to general meetings.

EXPLANATION REGARDING VARIATION/DEVIATION IN UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER

There was no variation or deviation in the objects for which the IPO proceeds were raised. The utilisation position as at March 31,2026 is set out below.

The Company had raised Rs. 2,208.00 lakh through the fresh issue of 22,08,000 equity shares of face value Rs. 10 each at an issue price of Rs. 100 per share (including securities premium of Rs. 90 per share).

As at March 31, 2026, Rs. 1,732.86 lakh had been utilised and Rs. 475.14 lakh remained unutilised. The unutilised proceeds were temporarily invested in deposits with scheduled banks, as disclosed in the audited financial statements. The statement below should be reconciled with the quarterly utilisation/ deviation statements filed with NSE.

Sl. No.	Particulars	Allocation as per Prospectus	Variation in objects	Utilised up to March 31, 2026	Unutilised as at March 31, 2026
1.	Payment of Liability raised against outstanding payment of consideration for "professional Services and Training division" business acquired from JK Techno soft Limited vide Business Transfer Agreement dated April 30, 2022.	381.03	NIL	381.03	0.00
2	Working Capital Requirement	1176.97	NIL	954.47	222.50
3	General Corporate Purpose	358.14	NIL	100.00	258.14
4	Issue Expense	291.86	NIL	297.36	(5.50)
	Total	2208.00	NIL	1732.86	475.14

*Prospectus dated July 01,2024 for issue pursuant to Regulation 229 and 253(1) of Chapter IX of the SEBI (ICDR) regulations.

*Special Resolution proposed in the postal ballot notice has been passed by the shareholders through Remote E-voting on Friday, December 27, 2024 for authorization to use the IPO proceeds reserved for working capital to (i) General Corporate Purpose (ii) the payment to the existing / fresh Business Acquisitions (iii) the payment to the existing / fresh Business Transfer agreements (iv) the repayment of the companys existing/ fresh Loans.

* Interest on FDR received is netted off in the utilisation of working capital requirement.

# Parked in fixed deposits with State Bank of India.

LOAN FROM DIRECTORS OR DIRECTORS RELATIVE

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

STATUTORY DISCLOSURES

The Board further states that, during the year under review:

1. the Company did not accept deposits falling within Chapter V of the Companies Act, 2013;

2. the Company did not issue equity shares with differential rights;

3. no equity shares were allotted pursuant to the Employee Stock Option Plan 2024 and no sweat equity shares were issued; however, the disclosures relating to the existing ESOP are set out separately in this Report;

4. the Company did not buy back any of its securities; and

5. the Company did not enter into any one-time settlement with any bank or financial institution.

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

No application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016 during FY 2025-26.

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 REASONSTHEREOF

The disclosure relating to the difference between the amount of valuation at the time of a one-time settlement and the valuation while availing loans from banks or financial institutions is not applicable, as the Company did not enter into any one-time settlement during the year.

INDUSTRIAL RELATIONS

Industrial relations remain peaceful and cordial during the period under review. Your company regards its employees as its core strength and thus undertakes requisite changes in various policies from time to time for their welfare.

COST RECORD AND/OR COST AUDIT

The maintenance of cost records under Section 148(1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 was not applicable to the Company for FY 2025-26.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the support and co- operation received from the Central and State Governments, regulatory authorities and other government agencies.

The Directors also thank the shareholders, financial institutions, banks and other lenders, customers, vendors and all other stakeholders for their continued confidence and support.

The Board places on record its appreciation for the commitment and contribution of the employees and associates of the Company at all levels.

For and on behalf of the Board of Directors of
Diensten Tech Limited
Sd/-	Sd/-
Vipul Prakash	Sanjay Jain
DIN:01334649	DIN: 01014176
Managing Director	Director
Address: 204/1, Neb Valley, Sainik Farms,	Address: 263, SFS Hauz Khas Apartments, Hauz Khas,
Neb Sarai, New Delhi - 110068	New Delhi - 110016
Place: New Delhi
Date: July 31,2026