DJS Stock & Shares Ltd Directors Report

To,

The Members,

DJS Stock and Shares Limited

Your directors have pleasure in presenting their 31^st Annual Report on the business and operations of DJS Stock and Shares Limited together with the Audited Statement of Accounts of your Company for the year financial year ended 31^st March, 2025.

1. Financial Results:

The financial results are summarized below:

(Amount in hundreds)

Sr. No. Particulars	For the year ended 31st March 2025	For the year ended 31st March 2024
A Total Income	96,456.41	22,604.86
B Total Expenses	81,518.58	25,226.26
C Profit/(Loss) Before Tax	14,937,83	(2,621.40)
D Tax expense
- Current Tax	3,120.00	-
- Deferred Tax	12.76	11.88
E Profit/(Loss) after Tax	11,805.07	(2,633.28)

2. Financial Performance:

During the year, the Company has earned Total Income of Rs.96,456.41 hundreds in comparison to Rs.22,604.86 hundreds earned during the previous year. The Company has earned Net Profit of Rs.11,805.07 hundreds during the year as compared to the Net Loss of Rs.2,633.28 hundreds incurred during the previous year. The Company is trying hard to grab the market opportunities and make it into a more profit-making Company. There was no change in the nature of the business of the Company during the year.

3. Dividend & Reserves:

The Board of Directors of your Company has decided not to recommend any dividend on the Equity Shares of the Company during the year. No amount of profit earned during the year was transferred to General Reserve.

4. Listing on Stock Exchanges:

At Present, the Equity shares of the Company are listed at BSE Ltd. The trading in the shares of the Company on BSE was suspended w.e.f. 21.12.2015. The BSE Limited vide their letter dated 20^th December, 2024 has revoked the suspension in trading of equity shares of the company w.e.f. 30^th December, 2024.

5. Management Discussion & Analysis:

General Elections in India are far more decisive for the equity markets and the investors compared to state assembly polls. Historically, more than the post-election performance, the pre-election period rally has provided good returns to the investors.

However, different sectors of the stock market react differently to elections based on their exposure to government policies and regulations. The positive atmosphere created by election results and political stability can attract foreign institutional investors (FIIs) and support the stock market.

Previously, Indian stock markets have typically shown subdued responses to election results on the counting day. This means that the immediate impact of election outcomes on the stock market has been relatively limited. Management Discussion and Analysis report is being given under Corporate Governance Report.

6. Dematerialization of Shares:

94.41% of Companys paid-up Equity Share Capital is in dematerialized form as on 31^st March, 2025 and the balance 5.59% is in physical form. The Companys Registrar and Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered office at Unit No.9, Shiv Shakti Industrial Estate, Gr Floor, J R Boricha Marg, Lower Parel, Mumbai - 400 011.

7. Internal Financial Controls:

As required under Section 134 (3)(q) of the Companies Act, 2013 read with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control commensurate with its size, scale, nature and complexity of business to ensure that all assets and investments are safeguard against loss from unauthorized use or disposition. These systems provide reasonable assurance in respect of providing financial and operational information, safeguarding the assets of the Company, adhering to the management policies besides ensuring compliance.

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its business requirements and for efficient conduct of business. The Company has not raised any funds by issue of any securities during the year.

Company has adequate financial resources at its disposal for carrying on its business. Our company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs and profit for the F.Y. 2024-25.

9. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiaries/ Joint Ventures/ Associate Companies. Hence the statement containing salient features of the financial statement of Subsidiaries/ Joint Ventures/ Associate Companies pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

(a) The members of the Company at the 28^th AGM held on 29^th September, 2022 appointed M/s. Satya Prakash Natani & Co (having Firm Registration No. 115438W), Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term of 5 years and accordingly they hold their office till the conclusion of Annual General Meeting to be held in the year 2027.

(b) The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

12. Secretarial Auditors:

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Abhilasha Chaudhary & Associates, Practicing Company Secretary, Mumbai, as the Secretarial Auditor of the Company.

(b) The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed as Annexure A. The Secretarial Audit Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

(c) As per Regulation 24A(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board recommends the appointment of M/s. N. Bagaria & Associates (having Firm Unique Identification No. P2007MH008300 and Peer Review Certificate No. 1020/2020), Practicing Company Secretaries, Mumbai as the Secretarial Auditors of the Company to conduct secretarial audit for a first term of 5 (five) consecutive years commencing from the financial year 2025-26 till the financial year 2029-30 for the approval of the members of the Company.

13. Internal Auditors:

(a) The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes.

(b) In terms of Section 138 of Companies Act, 2013 and Rules made thereunder, the Board has appointed M/s. V. Bapna & Associates, Chartered Accountants as Internal Auditors of the Company to undertake internal audit of the Company.

14. Cost Auditors:

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

15. Reporting of Fraud by Auditors:

During the year, the Statutory Auditors and Secretarial Auditor have not reported, any incident of fraud committed in your Company by its Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of the Companies Act, 2013.

16. Foreign Exchange Earnings / Outgo:

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

17. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of Energy and Technology absorption. The Company is not having manufacturing facilities of its own; therefore, information required under this clause is not applicable to the Company.

18. Unsecured Loan from Directors:

The Company has not received any loan (secured/ unsecured) from the Directors of the company during the year.

19. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return will also be available at Companys website at www.djsstocks.com.

20. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

21. Human Resources:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

22. Meetings of the Board of Directors:

The Board of Directors of the Company duly met 6 (six) times during the F.Y. 2024-25 on 07-05-2024, 29-05-2024, 09-07-2024, 12-08-2024, 14-11-2024 and 20-01-2025. Details of the meetings and attendance thereat form part of the Corporate Governance Report. The gap between two Board meetings was within the limit prescribed under Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. Disqualification of Directors:

The Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.

24. Board of Directors and Key Managerial Personnel:

(i) Appointment of Additional Director:

The Board of Directors of the Company appointed Mr. Bhawani Singh Shekhawat (holding DIN 06970102) as an Additional Director - Executive Director of the Company with effect from 7^th May, 2024.

(ii) Resignation of Managing Director:

Mr. Harish Sitaram Sharma (holding DIN 07332874) resigned from the post of Managing Director of the Company due to preoccupation with effect from close of business hours of 7^th May, 2024.

(iii) Appointment of Managing Director of the Company:

The members of the Company, at their 30^th AGM held on 5^th August, 2024, appointed Mr. Bhawani Singh Shekhawat (holding DIN 06970102) as the Managing Director of the Company for a period of 5 (five) years from 5^th August, 2024 to 4^th August, 2029.

(iv) Appointment of Directors retiring by rotation:

Mr. Aniruddh Parashar (holding DIN 02576496), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(v) Declaration by Independent Directors:

The Company has received declarations from Independent Director of the Company confirming that meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. Whistle Blower Policy & Vigil Mechanism Policy:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations our Company has adopted a Vigil Mechanism Framework ("Framework").

The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations. The mechanism framed by our Company is in compliance with requirement of the Act and will also be available on the website of the Company at www.djsstocks.com.

26. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013. The Remuneration Policy will also be available on the Companys website as stated in the Report on Corporate Governance.

27. Particulars of Loans, Guarantees or Investments:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

28. Related Party Transactions:

Contracts/arrangement/transactions entered by the Company during the F.Y. 2024-25 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. All related party transactions entered during the F.Y. 2024-25 were on arms length basis and no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. None of the Directors have any pecuniary relationships or transactions vis-?-vis the Company.

Details of transactions with related parties during Financial Year 2024-25 are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC–2 does not form a part of this Report.

29. Risk Management:

The Company has long been following the principle of risk minimization as its norm in every industry. In accordance with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks are Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same.

30. Significant and Material Orders Passed by the Regulators, Courts and Tribunals:

During the year, there were no significant and material orders passed by Regulators / Courts /Tribunal impacting the going concern status of the Company and its operations in future.

31. Material changes and commitments:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and the date of this Report.

32. Board Evaluation:

The Board of Directors formally assess their own performance, Board Committee and the Directors individually including Independent Directors pursuant to the provisions of the Companies Act, 2013, based on parameters which, inter-alia, include performance of the Board on deciding long term strategies, rating the composition and mix of the Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

An effective board ensures that management runs a company in the long-term interests of shareholders, whom the board is elected to represent. Over time, a board may become complacent or may need new skills and perspectives to respond nimbly to changes in the business environment or strategy. Regular and rigorous self-evaluations help a board to assess its performance and identify and address potential gaps in the boardroom. Shareholders value detailed disclosure of the board evaluation process when making voting decisions about directors. Disclosures about how the board evaluates itself, identifies areas for improvement and addresses them provide a window into how robust the boards process is for introducing change. To be clear, shareholders generally do not expect the board to reveal the details of individual director evaluations; rather, they want to understand the process by which the board approaches the task of continually improving itself.

The parameters for performance evaluation include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc. The Chairperson of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee share their report to the Board.

The Independent Directors, at their separate meeting, review the performance of non-independent directors and the Board as a whole. Based on the outcome of the performance evaluation exercise, areas for further development are identified for the Board to engage itself with and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Report.

33. Corporate Governance:

Corporate Governance essentially involves balancing the interests of various stakeholders of the Company such as shareholders, management, customers, suppliers, financers and the government. It entails managing business with accountability to and responsibility towards the shareholders and making accurate, adequate and timely disclosures of relevant information. It includes the processes through which the organizations objectives are set and pursued in the context of the social, regulatory and market environment.

The Company believes in efficient, transparent and impeccable Corporate Governance for its stability, profitability and desired growth of its business. A report on Corporate Governance is appended as an annexure to this Report.

34. Audit Committee:

Pursuant to provisions of Section 177(8) of the Companies Act, 2013 read with Rule 6 &7 of the Companies (Meetings of the Board and its Power) Rules, 2013, the Audit Committee is comprised of three Directors. The composition of the Audit Committee is as under:

Sr. No. Name	Designation	Category
1 Mr. Vikash Jindal	Chairman	Independent - non-executive
2 Ms. Neha Kailash Bhageria	Member	Independent - non-executive
3 Mr. Manoj Kumar More	Member	Professional- non-executive

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

35. Nomination and Remuneration Committee:

Pursuant to provisions of Section 178(1) of the Companies Act, 2013, the Nomination and Remuneration Committee is comprised of three Directors. The composition of the Committee is as under:

Sr. No. Name	Designation	Category
1 Mr. Manoj Kumar More	Chairman	Professional - non-executive
2 Ms. Neha Kailash Bhageria	Member	Independent - non-executive
3 Mr. Vikash Jindal	Member	Independent - non-executive

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

36. Compliance with Secretarial Standards of ICSI:

During the year, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India (ICSI) read with the MCA circulars issued from time to time.

37. Ratio of Remuneration:

The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

(Amount in Hundreds)

Name	Designation	Remuneration F.Y. 2024-25	% increase /(decrease) from the previous year	Ratio / Times per median of employee remuneration
Mr. Bhawani Singh Shekhawat	Managing Director	5,500	Nil	1.31 times
Mr. Aniruddh Parashar	Director	1,000	Nil	0.24 times
Mrs. Khushboo Vasudev	Company Secretary	1,920	N.A.	0.46 times

The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.

38. Share Capital:

A) Buy Back of Securities

The Company has not bought back any of its securities during the year.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year.

39. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that: a) in the preparation of annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgements and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

c) adequate accounting records are maintained 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) financial statements have been drawn up on a going concern basis

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

40. Cyber security governance:

Cyber security governance includes a board member overseeing the cybersecurity strategy and the executive management team, accountable for managing cybersecurity. The Senior Management track all the recent happenings related to cyber security risks on ongoing and periodical basis and solves the related issues.

41. Prevention of Sexual Harassment of Women at Workplace:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints have been received on Sexual harassment for the financial year ending 31^st March 2025. The Company is committed to providing a safe and conducive work environment.

42. Maternity Benefit provided by the Company under Maternity Benefit Act, 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

43. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

44. Transfer of Amounts to Investor Education and Protection Fund (IEPF):

Your Company has not declared any dividend during the last seven years and accordingly there are no unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

45. Corporate Insolvency Resolution Process initiated under the Insolvency and

Bankruptcy Code, 2016 (IBC):

No application has been filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company under the IBC before the National Company Law Tribunal.

46. Acknowledgment:

Your directors would like to place on record their appreciation for the full co-operation and support received from RBI, SEBI, Registrar of Companies, BSE Limited and other Government departments and also acknowledges to all with whose help, co-operation and hard work the Company is able to achieve the results associates for their continuous support given by them to the Company.

Registered Office:	For and on behalf of the Board
Office No. 03, Ground Floor,
Gulmohar Society,
Opp. Anupam Cinema,
Aarey Road, Goregaon (East),
Mumbai - 400 063.
	Bhawani Singh Shekhawat	Aniruddh Parashar
Date: 29th August, 2025	DIN: 06970102	DIN: 02576496
Place: Mumbai	Managing Director	Director