Disha Resources Ltd Directors Report

To,

The Members,

Disha Resources Limited [CIN: L74110GJ1995PLC024869]

The Board of Directors (the "Board") of Disha Resources Limited ("your Company"/ "the Company") have immense pleasure in presenting the 30^th (Thirtieth) Annual Report of your Company for the financial year ended 31^st March, 2025 ("Financial Year under review").

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance of the Company for the Financial Year under review and for the previous financial year ended on 31^st March, 2024 is given below:

Particulars	Current Year (2024-25)	Previous Year (2023-24)
Revenue from operations	3,24,891	1,40,73,680
Other Income	2,422,529	3,18,41,543
Total revenue	2,747,420	4,59,15,223
Expenditure:
Employee benefits expenses	18,13,000	15,54,000
Other expenses	39,27,249	1,51,26,137
Total expenses	57,40,249	1,66,80,137
Profit/(Loss) before exceptional & extra ordinary items and tax	(2,992,829)	2,92,35,086
Tax expense:
Current Tax	-	(48,83,284)
Less: MAT Credit	-	17,62,020
Deferred Tax	(2,675,565)	41,29,730
Net profit/(Loss) for the year	(5,668,393)	3,02,43,552
Total Other Comprehensive Income	7,461,301	9,39,530
Total Comprehensive Income	1,792,908	3,11,83,082
Earnings Per Share (EPS):
Basic	-0.77	4.25
Diluted	-0.77	4.25

2. SUMMARY OF OPERATIONS & STATE OF COMPANYS AFFAIRS AND PERFORMANCE:

The Companys main object is to carry on the business of industrial supply including precious and semi-precious metals, Logistic Services, Trading of waste paper, recycling of paper, trading of textile, coal and coal related products. Also, the Company deals into Trading of Metal Items (coil/sheets/plates), Motor blowers & condensers, copper pipe, copper fittings & in Fabrics Grey cloth & finish cloth and trading in stocks.

The Indian stock market demonstrated resilience and delivered hybrid returns for investors in FY24-25, though it experienced volatility due to global and domestic factors. During the financial year 2024-25, the Company demonstrated a strong operational performance. However, the Company reported a net loss exceeding 56 lakhs for the period. This loss is primarily attributable to strategic financial decisions undertaken during the year, including significant investments of over 3 crores in the securities market, aimed at long-term value creation and portfolio diversification.

Additionally, the Company repaid loans amounting to more than 1.75 crores to Kabra Jewels Limited. This repayment has substantially reduced the Companys liabilities, thereby strengthened its financial position and lessened the interest burden.

The investments made are expected to contribute positively to the Companys growth in the coming years, while the reduction in debt enhances the Companys balance sheet and financial stability. Management remains confident that these strategic actions will deliver sustainable value to stakeholders in the long term.

The brief of the financial are stated below:

? The Total revenue of the Company from operation stood at Rs. 324,891/- in current FY 2024-25 as contrast to Rs. 14,073,680 /- in the previous FY 2023-24. ? The Total Expenses were 57,40,249/- during current FY 2024-25 in contrast to Rs. 1,66,80,137/- in the previous FY 2023-24. ? The Net Profit (Loss) after Tax was Rs. (5,668,393)/- for the year 2024-25 compared to net profit of Rs. 3,02,43,552 /- for the year 2023-24. ? The Investment of the company stood at Rs. 35,37,63,827/- in current F.Y. 2024-25 in comparison to Rs. 32,06,29,805/- of the Previous F.Y. 2023-24. ? The Borrowings of the company as on the end of the F.Y. 2024-25 are Rs. 50,00,000/- in compare to Rs. 2,25,00,000/- of Previous F.Y. 2023-24.

The Directors assure the stakeholders that they remain committed to continuing their efforts to strengthen and enhance the overall performance of the Company in the forthcoming financial years.

3. CAPITAL STRUCTURE OF THE COMPANY

Year	Authorised Capital		Issued, Capital Shares	Subscribed & Paid-Up
	Shares	Rs.		Rs.
2024-25 [C.F.Y.]	1,55,00,000	15,5000.00	7315500	73155.00
2023-24 [P.F.Y.]	80,00,000	80000.00	7315500	73155.00

During the Financial year under review, the company had increased its authorized share capital from existing Rupees 8,00,00,000/- (Rupees Eight Crores Only) divided in 80,00,000 (Eighty Lakhs) Equity Shares of Rs. 10/- each, to Rs. 15,50,00,000/- (Rupees Fifteen crores fifty lakhs only) divided into 1,55,00,000 (One Crores Fifty-Five Lakhs) Equity shares of Rs. 10/- each with effect from 14th December, 2024, with requisite approval from members of the company.

Further, during the year company had approved the issuance of up to 75,00,000 (seventy-five lakhs) fully convertible warrants on a preferential basis to the persons belonging to non-promoter, public category and had obtained board and members approval including in-principal approval from the stock exchange i.e. BSE (Bombay Stock Exchange) for allotment of shares. However, due to unforeseen challenges in the opening of the designated bank account, the proposed issue could not be completed.

Other than the changed stated above, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

4. TRANSFER TO RESERVE:

In view of the losses incurred during the year, there is nothing to be transferred to the reserves of the company.

5. DIVIDEND:

In view of the loss incurred by the Company during the financial year under review, the Directors do not recommend any dividend for the year.

6. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Company has optimum combination of executive and non-executive directors with at least one-woman director and where in not less than fifty per cent. of the board of directors comprises of non-executive directors. The company has in total 6 (Six) Directors of which two are KMPs being the Managing Director and Whole Time Director, other two are Non-Executive Directors and rest two are Independent Directors (including one-woman Independent Director).

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Shekhar Gaurishankar Moreshiya (DIN: 10501639) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your directors recommend his re-appointment for approval of the members and the brief details as required under regulation 36(3) of SEBI Listing obligations and Disclosure requirement, Regulations 2015, read with secretarial standard, is provided as Annexure to the notice of the Annual general meeting.

Re-appointment

The Board members in its meeting held on 14^th August, 2025, approved the proposal for Re-appointment of Mr. Shekhar Gaurishankar Moreshiya (DIN: 10501639) who retires by rotation at the ensuing annual general meeting and recommends to the members for approving the resolution as proposed in the notice of this 30^th Annual General Meeting.

Key Managerial Personnel:

In Pursuant to and in compliance with the provisions of Section 203 of the Companies Act, 2013, there are following Key Managerial Personnel of the Company as on 31.03.2025:-

Sr. No. Name	Designation	DIN/PAN
1. Mr. Krishna Awtar Kabra	Managing Director	00650817
2. Mr. Suyog Nildawar	Whole Time Director	07864158
3. Ms. Dhwani Nagar	Company Secretary	BZNPN5997G
4. Mr. Vijay Mehta	Chief Financial Officer	AFFPM6602N

During the year under review, there were no change in the KMPs of the Company

7. DETAILS OF HOLDING /SUBSIDARY COMPANIES:

The Company doesnt have any Holding/ Subsidiary/ Joint Ventures/ Associate Companies at the beginning of the year, during the year or at the end of the year and hence there is no requirement of giving the statement containing the salient feature of the financial statement of the Companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures.

8. DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning of Chapter V other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or which may have impact on the Companys operation in future.

10. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declare that there are no particulars to report for the Conservation of Energy & Technology Absorption. There was no foreign exchange earnings and outgo during the year under the review.

12. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13. AUDITORS:

A. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s. S. N. Shah & Associates (Firm Registration No. 109782W) have been appointed as Auditors for a term of five years, from the conclusion of the 27th (Twenty-Seventh) Annual General Meeting (AGM) till the Conclusion of 32nd (Thirty-Second) Annual General Meeting of the Company.

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Umesh Ved & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The Report of the Secretarial Auditor is annexed to this Report as "Annexure A” which is self-explanatory and gives complete information.

Further, in terms of section 204 of the Companies Act 2013 read with the recent amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is proposed to appoint M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad as the Secretarial Auditors of the Company for a term of 5 years (i.e., from FY 2025-26 to FY 2029-2030) in the ensuing 30th Annual General Meeting.

C. INTERNAL AUDITORS:

The Board of Directors has appointed M/s. SNDK & Associates LLP (FRN No. W100060), Chartered Accountants, as Internal Auditors of the Company to carry out Internal Audit of the Company for the Financial Year 2024-25. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulated the scope, functioning periodicity and methodology for conducting the Internal Audit.

Further, In terms of Section 138 of the Act, and the relevant Rules, the board reappointed M/s. SNDK & Associates, Chartered Accountants as an Independent Internal Auditors of the Company for the upcoming F.Y. 2025-26. The Internal Auditor directly reports to the Audit Committee.

D. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under section 148 of the Act, are not applicable to the company.

14. QUALIFICATIONS TO AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Statutory Auditors Report on the financial statements of the Company for the financial year ended 31st March, 2025 is unmodified and does not contain any qualification, reservation, or adverse remark. The Auditors Report forms an integral part of the financial statements and is annexed to the Annual Report.

However, Auditor had raised an observation under section 45-IA of the Reserve Bank of India Act, 1934. The management in its response stated that, the income from financial assets temporarily increased above 50.00% of the total income of the company on account of non-carrying out of sale of goods activities due to prevailing market scenario, financial management, availability of liquid funds. Thus, management explained that company was not required to obtain registration under section 45-IA on account of Non-Banking Financial activities being temporary in nature.

Further, there are no disqualifications, reservations, adverse remarks, or disclaimers in the Secretarial Auditors report pertaining to the financial year ended 31^st March, 2025.

15. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There was no employee drawing remuneration requiring disclosure under section 197(12) and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this Report as "Annexure B.”

16. DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

(a) In the preparation of the annual accounts for the year ended 2024-25, the applicable accounting standards have been followed along with proper explanation relating to material departures. (b) 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 at the end of the financial year 2024-25 and of the profits of the Company for that period. (c) 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. (d) The Directors have prepared the annual accounts on a going concern basis. (e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

17. CORPORATE GOVERNANCE:

The Regulation 27(2) (a) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 regarding Corporate Governance is not applicable to the Company, as Company is exempted under criteria of Regulation 15(2)(a) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, being the paid-up capital of the Company being less than Rs.10 Crore and Net Worth being less than Rs. 25 Crores, the threshold limit as prescribed therein.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as “Annexure-C”.

19. COMPLIANCE WITH THE SECRETARIAL STANDARD:

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

20. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during the year 2024-25 under report were on an arms length basis and in the ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year which may have potential conflict with the interest of the Company hence, there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the Related Party Transactions are provided in the notes to the accounts i.e., 32(b). Members are requested to refer the same.

21. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of investment and loans, made under Section 186 of the Companies Act, 2013 are furnished in the Notes No. 3, 4 & 16 to the Financial Statements for the year ended 31^st March 2025.

The Company has not provided any guarantee or security to companies, firms, limited liability partnerships or other parties.

22. RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. It is dealt with in greater details in the management discussion and analysis section. During the year, there were no elements of risk, which in the opinion of the Board may threaten the existence of the company.

23. DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors as on 31^st March, 2025, are/were Independent in terms of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

Mr. Nilesh Tiwari	Appointed w.e.f. 12/02/2024
Ms. Padmaja Deshmukh	Appointed w.e.f. 12/02/2024

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

Your Board confirms that in their opinion, the independent directors fulfill the conditions of the independence as prescribed under the SEBI (LODR), 2015 and they are independent of the management. Further, in the opinion of the Board the independent directors possess requisite expertise, experience and integrity. All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013.

24. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

25. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.disharesourcesltd.com.

26. NUMBER OF BOARD MEETINGS:

The Board meets at least once in each quarter. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013. Six (6) Meetings of the Board were held during the financial year 2024-25 on following dates:

Sr. N o	Date of Meeting	Name of Director	DIN	Number of Meetings entitled	Number of Meetings attended
1.	29/05/2024	Mr. Krishna Awtar Kabra	00650817	6	6
2.	14/08/2024	Shekhar Moreshiya	10501639	6	6
3.	20/08/2024	Mr. Rahul Ramteke	08354776	6	6
4.	14/11/2024	Mr. Suyog Nildawar	07864158	6	6
5.	21/11/2024	Ms. Padmaja Deshmukh	10280913	6	6
6.	14/02/2025	Mr. Nilesh Tiwari	10488420	6	6

27. CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company.

28. REPORTING OF FRAUD:

During the year under review, there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Board.

29. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors on a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

Individual Directors:

(a) Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors:

The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

30. AUDIT COMMITTEE:

The Audit Committee has been constituted in line with the provisions of the SEBI (LODR) and the provisions of the Act. The Audit Committee comprised the following members as on 31.03.2025:

Sr. No Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meetings Attended
1. Ms. Padmaja Deshmukh	Non-Executive Independent Director	Chairperson	4	4
2. Mr. Rahul Ramteke	Non-Executive Non- Independent Director	Member	4	4
3. Mr. Nilesh Tiwari	Non-Executive Independent Director	Member	4	4

*The Company Secretary of the company, acts as the secretary to the committee.

During the financial year, 4 (four) Audit Committee meetings were held on following dates:

29^th May, 2024, 14^th August, 2024, 14^th November, 2024 and 14^th February, 2025. Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the Statutory Auditors, Internal Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 as amended from time to time.

31. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been constituted in line with the provisions of the SEBI (LODR) and the provisions of the Act. The Nomination and Remuneration Committee comprised the following members as on 31.03.2025:

Sr. No Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meeting Attended
1. Ms. Padmaja Deshmukh	Non-Executive Independent Director	Chairperson	2	2
2. Mr. Rahul Ramteke	Non-Executive Non- Independent Director	Member	2	2
3. Mr. Nilesh Tiwari	Non-Executive Independent Director	Member	2	2

*The Company Secretary of the company, acts as the secretary to the committee.

During the year under review, two meeting of Nomination and Remuneration Committee was held during the financial year 2024-25 on following date:

14^th August, 2024, 20^thAugust, 2024.

Requisite quorum was present during the meeting.

The primary objective of the Nomination and Remuneration Committee ("NRC") is to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down including remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of every directors performance.

The Composition and the Terms of Reference of the Nomination & Remuneration Committee is as mentioned in the provisions of Section 178(1) of the Companies Act, 2013 as amended from time to time.

32. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee has been constituted in line with the provisions of the SEBI (LODR) and the provisions of the Act. The Nomination and Remuneration Committee comprised the following members as on 31.03.2025:

Number Number Sr. Name of Member/ of of Designation No Members Chairman Meeting Meeting Entitled Attended

Mrs. Padmaja Non-Executive

1. Chairperson 1 1 Deshmukh Independent Director Mr. Rahul Non-Executive Non-

2. Member 1 1 Ramteke Independent Director Mr. Nilesh Non-Executive

3. Member 1 1 Tiwari Independent Director

*The Company Secretary of the company, acts as the secretary to the committee.

During the financial year 2024-25, the members of the Stakeholder Relationship Committee met once on 14^th February, 2025.

Requisite quorum was present during the meeting.

The Committee looks into the grievances of the Shareholders related to transfer of shares, payment of dividend and non-receipt of annual report and recommends measure for expeditious and effective investor service.

The Composition and the Terms of Reference of the Stakeholders Relationship Committee is as mentioned in the provisions of Section 178(5) of the Companies Act, 2013 as amended from time to time.

The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) for servicing the shareholders holding shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received during the year ended 31^st March 2025.

33. VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

34. POLICIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorized for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

8. Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information (UPSI)

9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished Price Sensitive Information (UPSI)

All the above policies have been displayed on the website of the www.disharesourcesltd.com.

35. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply, as there was no dividend declared and paid in last Eight years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013.

36. SEXUAL HARASSMENT:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & the Rules thereunder.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the financial year 2024-25 under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further, the Company has not received any complaints pertaining to sexual harassment. Accordingly, the requirement of disclosing the number of complaints received, disposed of and or pending for more than 90 days is not applicable.

Number of complaints of Sexual Harassment received in the Year	0
Number of Complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

37. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

After the end of the financial year 2024-25, company got an in-principal approval from BSE (Bombay Stock Exchange) as on 08^th April, 2025. However, due to unforeseen challenges in the opening of the designated bank account, the proposed issue could not be completed.

Considering the above-mentioned change, there were no other material changes and commitments, which may have adverse effect on the operations of the Company.

38. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of Companys Business.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME

SETTLEMENT & VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions.

41. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT

1961:

There has been no incident of granting any maternity benefit as per Maternity Benefit Act, 1961 during the financial year under review.

Statement that the company has complied with Maternity Benefit Act.	The Company confirms that the provisions of the Maternity Benefit Act, 1961 are not applicable, as the female employee does not fall within the criteria specified under the Act during the Financial Year 2024-25.
Number of employees as on the closure of financial year	4 (Four)
Female:	1
Male:	3
Transgender:	0

42. APPRECIATION:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Banker, Regulatory Bodies and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their appreciation for the commitment displayed by all employees of the Company. Further, your director expresses the gratitude towards all stakeholders for the support extended as provided till date and expects the same support in the future endeavors.

	For and On Behalf of Board of Directors
	Disha Resources Limited
	Krishna Awtar Kabra
Date: August 26, 2025	Chairman & Managing director
Place: Ahmedabad	DIN: 00650817