Diensten Tech Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the 18^th (Eighteenth) Board Report of your Company ("the Company" or "Diensten Tech Limited"), on business and operations of the Company along with the Audited Financial Statements and the Auditors Report for the year ended March 31, 2025.

1. Corporate Overview

Diensten Tech Limited ("the company") was incorporated on March 6, 2007, as JKT Consulting Limited. In May 2021 the name of the company changed from JKT Consulting Limited to Diensten Tech Limited and the fresh certificate of commencement of incorporation was granted by the Registrar of Companies, Delhi on May 11, 2021. On July 03, 2024, the company got listed on NSE Emerge platform and resultantly the CIN number of the company has been changed to L74140DL2007PLC160160. The Company has its registered office as well as the corporate office situated at 3rd Floor, A-2, L.S.C., Masjid Moth, Greater Kailash-II, New Delhi - 110048.

The company is primarily engaged in rendering of consulting services including service related to hiring, recruitment and deputation of technical and other personnel (including labor- skilled, semi-skilled or unskilled) for deployment in India and outside India into various fields of technologies and provide business solution and consultation in the field of Computer Science, Project Planning and other related areas to its clients in India and outside India.

FINANCIAL HIGHLIGHTS

The highlights of the Companys financial performance for the year ended March 31, 2025, are summarized below:

Particulars	(Amount fin Thousands)
	For the year ended March31,
	2025	2024
Revenue from Operations	6,48,606	409,659
Other Income	7,463	2,335
Total Income	6,56,069	411,994
Less: Purchase of stock in Trade	-	1304
Less: Employee Benefit Expenses	5,75,722	2,99,435
Less: Depreciation and Amortization Expenses	22,009	6,717
Less: Finance Cost	29,710	14,860
Less: Other Expenses	57,165	127,538
Profit Before Tax (PBT)	(28,537)	(37,860)
Less: Tax Expenses	(7,330)	(9,997)
Profit After Tax (PAT)	(21,208)	(27,863)
Less: Other Comprehensive Income/Expense for the year	2,417	638
Total Comprehensive Income for the year	(18,791)	(27,225)
Earning Per Equity Share (par value of Rs10 per share)
Basic (RsINR)	(2.44)	(4.50)
Diluted (RsINR)	(2.43)	(4.50)

The Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

During the period under review, the Companys operating revenue from providing professional services during the year under review amounted to 6,48,606 thousand. This figure represents a substantial increase compared to the revenue generated in the previous financial year, which stood at 409,659 thousands.

DECLARATION OF DIVIDEND

In order to conserve the resources of the Company, your Board does not recommend any Dividend on equity shares during the year under review.

TRANSFER TO GENERAL RESERVE

The Company does not propose to transfer any amount to general reserves for the year under review. However, during the year, the Company received securities premium of Rs 198,720 thousand pursuant to the issue of shares through the Initial Public Offering (IPO). After accounting for IPO- related expenses amounting to Rs 31,082 thousand the balance in the Securities Premium Account stands at Rs 167,638 thousand as at the end of the financial year i.e. March 31,2025.

STATE OF THE COMPANYS AFFAIRS

The company is primarily engaged in rendering of consulting services including service related to hiring, recruitment and deputation of technical and other personnel (including labor-skilled, semiskilled or unskilled) for deployment in India and outside India into various fields of technologies and provide business solution and consultation in the field of Computer Science, Project Planning and other related areas to its clients in India and outside India.

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

The Company has demonstrated significant growth in its financial performance during the reporting financial year. Our revenue has surged to 6,48,606 Thousands marking a substantial increase compared to the previous years revenue of 409,659 Thousands. This remarkable growth can be attributed to various 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.

ACQUISITION

The company has approved the strategic acquisition of Ushta Te Consultancy Services LLP on May 12, 2025. Ushta Te Consultancy Services LLP, headquartered at Z Block, First Floor, Voltas Premises, T. B. Kadam Marg, Chinchpokli East, Kalachowki, Mumbai, Maharashtra - 400033, is a well-established provider of Outsourced & Managed Services, Contingent and Permanent Manpower Solutions, Payroll Solutions, and Vendor Offshore Staffing.

The LLP has cultivated long-standing relationships with leading global clients across both technology and non-technology sectors, including marquee customers. For the financial year 2024-25, Ushta Te reported revenues of Rs2,08,900 Thousands and a Profit After Tax (PAT) of Rs7,400 Thousands.

This strategic acquisition strengthens Diensten Tech Limiteds position in the human capital and staffing solutions space, enhancing service capabilities and expanding its client portfolio. It aligns with the Companys long-term vision of delivering comprehensive, technology-enabled workforce solutions and supports its accelerated growth trajectory.

DTL has acquired 100% ownership interest in Ushta Te Consultancy Services LLP, which has now become a wholly-owned subsidiary of the Company, with effective control established from the date of acquisition. Integration efforts are currently underway, with the objective of unlocking synergies and maximizing value for all stakeholders.

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

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year to which this financial statement relates and the date of this report.

STATUTORY AUDITORS:

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

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.

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, has been appointed as Internal Auditor of the Company for FY 2024-2025 in terms of the provisions of Section 138 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring 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 errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Companys Internal 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 Managerial Personnel) Rules, 2014 inter-alia requires every listed Company is required to annex with its Boards report, a Secretarial Audit Report in Form No. MR-3 given by a Company Secretary in Practice.

The Board of Directors of the Company has appointed M/s Prachi Bansal and Associates, Company Secretaries, to conduct the Secretarial Audit and his Report on Companys Secretarial Audit is appended to this Report as Annexure-I (refer page no. 48).

SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

• Authorized Capital

As on March 31, 2024, the Authorized Share Capital of the Company is f 10,00,00,000 comprising 1,00,00,000 Equity shares of f10 each ranking Pari-passu in all respect with the existing Equity shares of the Company. During the financial year, the Board of Directors at its meeting held on August 29, 2024 approved an increase in the authorized share capital of the Company from f 10,00,00,000 to f 15,00,00,000.

This proposal was subsequently approved by the shareholders through an ordinary resolution passed at the General Meeting held on September 27, 2024.

Further, in a subsequent Board Meeting held on November 13, 2024, the Board approved a further increase in the authorized share capital from f 15,00,00,000 to f 25,00,00,000. This was approved by the shareholders through a postal ballot, with the resolution passed on December 27, 2024.

As on March 31, 2025, the Authorized Share Capital of the Company is f 25,00,00,000 comprising 2,50,00,000 Equity shares of f 10/- each ranking pari-passu in all respect with the existing Equity shares of the Company.

• Issued, Subscribed and Paid-up Capital

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

6.05.26.460 comprising 60,52,646 Equity shares of 10/- each ranking pari-passu in all respect with the existing equity shares of the Company.

During the year under review, the Company has received In-Principal approval from National Stock Exchange (NSE) and completed Initial Public Offering (IPO) and allotment of 22,08,000 equity shares by respective applicants in various categories for the face value of Rs.10/- each at securities premium of Rs. 90/- per share. Pursuant to the IPO, the equity shares of the Company are listed on Emerge Platform of SME-National Stock Exchange of India Limited (NSE) with effect from July 03, 2024.

As on March 31, 2025, the issued, subscribed and paid-up equity share capital stands at

8.26.06.460 comprising 82,60,646 Equity shares of 10/- each ranking pari-passu in all respect with the existing equity shares of the Company.

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

REGISTERED & CORPORATE OFFICE ADDRESS

The registered office of the Company has been changed from 7th Floor, A-2, LSC, Masjid Moth, Greater Kailash-II, New Delhi - 110048 to 3rd Floor, A-2, LSC, Masjid Moth, Greater Kailash-II, New Delhi - 110048, effective December 20, 2024.

The corporate office has been relocated from F 3, Sector 3, Noida, Uttar Pradesh - 201301 to 3rd Floor, A 2, LSC, Masjid Moth, Greater Kailash II, New Delhi - 110048, effective February 12, 2025.

CHANGE IN NATURE OF BUSINESS

During the Financial Year 2024-25, 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 subsidiary company, Joint Venture or any Associate Company, pursuant to the provisions of Rule 8 of Companies (Accounts) Rules, 2014, therefore, no requirement of attachment of Form AOC-1. Further no Company became or ceased to be subsidiary, joint venture or associate company during the year under review.

PUBLIC DEPOSITS

During 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 principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31,2025.

UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

CORPORATE GOVERNANCE REPORT

The Corporate governance 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation ,2015 ("Listing Regulations") are not applicable to the Company. However, the Company consistently strives to ensure that the best corporate governance practices are adopted and followed in its functioning and administration.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) 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.

The Board provides strategic guidance and direction to the Company to help achieve its vision, long-term strategic objectives and to protect the interest of the stakeholders. As on March 31, 2025, the Board was comprised of 07 (Seven) Directors as mentioned in Table below:

S. No.	Name	DIN	Designation
1	Mr. Vipul Prakash	01334649	Chairman cum Managing Director
2	Mr. Abhishek Singhania	00087844	Non-Executive and Non-Independent Director
3	Mr. Satish Chandra Gupta	01595040	Non-Executive and Non-Independent Director
4	Mr. Sanjay Kumar Jain	01014176	Non-Executive and Non-Independent Director
5	Mr. Manoj Kumar	10277198	Non-Executive and Non-Independent 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.

In terms 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 10 Public Limited companies).

KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, below were the Key Managerial Personnel of the Company

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

Below are the changes that occurred in the Key Managerial Personnel of the Company during the financial year 2024-2025.

S.No.	Name	Type of Change (Appointment/cessation/Re- appointment)	Date of Change
1.	Mr. Sumant Kuthiala	Resigned as Chief Financial Officer	24-07-2024
2.	Mr. Anish Mahajan	Appointed as Chief Financial Officer	24-07-2024
3.	Ms. Vibha Wadhva	Resigned as Company Secretary and Compliance officer	24-07-2024
4.	Ms. Sonia Vaid	Appointed as Company Secretary and Compliance officer	24-07-2024

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 quarterly 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 details of meetings of the Board, during FY 2024-25 has been provided and are given in Annexure -II (refer page no. 53) hereto and forms part of this Board Report.

RETIREMENT BY ROTATION:

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Satish Chandra Gupta (DIN: 01595040) 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 18th Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

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

a. They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act along

with Rules framed thereunder and Regulation 16(1)(b) ; and

b. There has been no change in the circumstances affecting his/ 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).

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

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 20, 2025 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 Terms 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 on March 31, 2025, the Audit Committee was comprised of 03 (Three) Directors as mentioned in Table below:

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

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

S.No.	Date of the Meeting	Total No of Members on date of meeting	Attendance
			No. of Members attended	% of Attendance
1	27-06-2024	3	3	100
2	19-09-2024	3	3	100
3	13-11-2024	3	3	100
4	11-02-2025	3	3	100

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The salient features of the policy and changes therein, if any, along with the web address of the policy, is www.dienstentech.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 on March 31, 2025, the Nomination and Renumeration Committee was comprised of 03 (Three) Directors as mentioned in Table below:

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

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

S.No.	Date of the Meeting	Total No of Members on date of meeting	Attendance
			No. of Members attended	% of Attendance
1	24-07-2024	3	3	100
2	03-10-2024	3	3	100
3	20-03-2025	3	3	100

STAKEHOLDER RELATIONSHIP COMMITTEE

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

The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, rematerialization and dematerialization of shares and transfer of shares of the Company.

As on March 31, 2025, the Stakeholder Relationship Committee was comprised of 03 (Three) Directors as mentioned in Table below:

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

BOARD EVALUATION:

The Companies Act, 2013 mandates that the Board shall monitor and review the Board evaluation i.e., evaluation of the performance of: (i) the Board as a whole, (ii) individual directors (including independent directors and Chairperson) and (iii) various Committees of the Board. The Performance evaluation was carried 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 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

In compliance with the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the period under review. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance, practices, participation in the long-term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Schedule IV of the Companies Act, 2013 states that the performance 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 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), Kurla, Mumbai, Maharashtra, India- 400070 was the Registrar and Transfer Agent of the Company.

DETAILS OF EMPLOYEE STOCK OPTIONS:

The Board of Directors of the Company, at its meeting held on November 13, 2024, approved the implementation of the Diensten Tech Limited Employee Stock Option Plan 2024 ("ESOP 2024"/ "Plan"), for the creation of an option pool comprising 5,78,245 (Five Lakh Seventy-Eight Thousand Two Hundred and Forty-Five) stock options. The Plan was framed in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations"), and was subject to the approval of the shareholders of the Company.

Subsequently, the shareholders of the Company approved the ESOP 2024 through postal ballot on December 27, 2024.

The Company then applied for in-principle approval from the National Stock Exchange of India Limited (NSE) for the grant of stock options under the Plan. The in-principle approval was received from NSE on March 05, 2025.

Pursuant to the above approvals, the Nomination and Remuneration Committee of the Company, in its meeting held on March 20, 2025, granted 2,66,400 (Two Lakh Sixty-Six Thousand Four Hundred) stock options to eligible employees under the ESOP 2024, in accordance with the terms and conditions of the Plan.

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 broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and Independence of the Director and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates. Pursuant to Section 134(3) of the Act, the Nomination and Remuneration Policy of the Company is available on the website of the Company 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 202425 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- III (refer page no. 54)

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:

The Company in accordance with the provisions of Section 177 (9) of the Act has established a robust Vigil Mechanism Policy for Directors and employees to report genuine concerns to the management viz, instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and assist the Audit Committee. The Directors and employees are encouraged to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

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

PREVENTION OF INSIDER TRADING

In terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), the Company has in place an Insider Trading Policy to Regulate, Monitor and Report trading by Designated Persons ("Code"). The said Code lays down guidelines which provide the procedure to be followed and disclosures whilst dealing with the shares of the Company. The Company has also put in place the institutional mechanism for prevention of insider trading. The Company has set up a mechanism for monitoring the dealings in equity shares of the Company by the Designated Persons and their immediate relatives.

CREDIT RATING:

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

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 2024-25, 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:

Particulars	(Amount f in Thousands)
	For the year ended March 31,
	2025	2024
Expenditure in Foreign Currency Purchase of Traded Goods	-	1304
Earnings in Foreign Currency Corporate Training services	-	7915

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 reenactments) 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, 2025, 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, 2025, and of the profit or loss of the Company for the FY ended on March 31, 2025.

(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. March 05, 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 the year under review the Company has not given any loan to any person or other body corporate, not given any guarantee or provided any security in connection with a loan to any other body corporate or person and not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate

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 at its respective meetings held on the October 19, 2022, have duly reviewed and amended the following Policies/ Criteria/Programs, and, the same are available on the website of the Company under the head policies & code of conduct (Diensten Tech limited) Criteria and Policies)

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.

INTERNAL COMMITTEE (IC)

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

Towards this, the Company had set up and constituted the Internal 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 near of 2 years of enabling a positive and safe work environment for our employees. The Internal 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 every case. All the members of the IC are women. The role of the IC is not restricted 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 during the financial year are provided in this Board Report.

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 Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013. In the Board Meeting held on November 13, 2024, the Company had reconstituted the Internal Committee.

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 2024-25, Diensten Tech Limited have the following details to report:

S. No.	Particulars	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 March 31, 2025 for more than 90 days	Nil
4	Nature of action taken by the employer or 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 have a policy fo r p re ve n ti o n o f s ex u a l 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 Internal Committee as required under Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013	Yes, There is an Internal Committee constituted at for h a n d l i n g a n d re d re s s i n g c o m p l a i n t s o n s e x u a l harassment at workplace.

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, 2025.

Male Employees: 526

Female Employees: 215

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

There is no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operation during the year under review.

PARTICULARS OF EMPLOYEES:

The information pertaining to the remuneration and other details as 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, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said rules are provided in this Annual Report.

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 E-mail Id: sonia.vaid@jkdtl.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.

Further, during the financial year 2024-25 the Company implemented HR Policies for Employees:

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 behavioral 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 (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

ALTERATION OF OBJECTS OF IPO

The Board of Directors, at their meeting held on November 13, 2024, approved seeking members approval through Postal Ballot for alteration of the objects of the Initial Public Offer (IPO) for which the funds were raised.

Subsequently, the members of the Company, through Postal Ballot on December 27, 2024, passed a Special Resolution approving the alteration of the objects of the IPO.

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

During the year under review there was no variation/deviation in utilization of funds raised through Initial Public Offer.

Further the proceeds raised by issuance of 22,08,000 equity shares for the face value of Rs.10/- each at securities premium of Rs. 90/- per share has been utilized for the objects as stated in the prospectus.

The Summary of utilization of net IPO Proceeds as on March 31,2025

(in lakhs)

Sl.no	Particulars	Projected utilization of funds as per prospectus	Alteration in the objects of the IPO for which amount was raised	Utilization of funds up to March 31, 2025	Un-utilized amount as at March 31, 2025
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
2	Working Capital Requirement	1176.97	NIL	358.82	808.15
3	General Corporate Purpose	358.14	NIL	100.00	258.14
4	Issue Expense	291.86	NIL	297.36	(5.50)
Total		2208.00		1137.21	1070.79

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

Your Board Members state that there being no transactions with respect to following items during the year under review, no disclosure or reporting 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 rights as to dividend, voting or otherwise.

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 Bankruptcy Code, 2016 during 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 settlements during the year under review hence no disclosure is required.

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 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 during the financial year.

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the co-operation and assistance received from the Central Government, State Governments and all other Government 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 forward for their continuous support.

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 Board of Directors

Sd/-	Sd/-
Mr. Vipul Prakash	Mr. Sanjay Jain
DIN: 01334649	DIN: 01014176
Chairman cum Managing Director	Director
Address: 204/1, Neb Valley	Address: 263, SFS Hauz Khas
Sainik Farms, Neb Sarai,	Appt. Hauz Khas,
New Delhi-110068	New Delhi -110016
Place: New Delhi
Date: August 12, 2025