DRS Dilip Roadlines Ltd Directors Report

Dear Members,

Your Directors feel pleased while presenting the 16^th Annual Report on the business and operations of the company together with the audited Financial Statements along with the report of Auditors for the financial year ended 31^st March, 2025.

FINANCIAL PERFORMANCE

The Financial Results and performance of your Company for the year ended 31st March, 2025 are summarized below;

(Rs. In Lacs)

Particulars	Current Year	Previous Year
	2024-25	2023-24
Turnover	18220.22	18174.50
Other Income	475.92	268.23
Total Income	18696.14	18442.73
PBIDT	1097.41	779.65
Less: (i) Interest	38.00	49.94
(II)Depreciation	247.23	325.11
Profit Before Exceptional Item and Tax	812.18	404.60
Exceptional Item	0	0
Profit Before Tax	812.18	404.60
Less: Provision for Tax
- Current	229.35	132.11
Earlier year taxes	3.10	0.91
MAT credit
- Deferred	-21.30	-28.21
Profit After Tax	601.03	299.79
Earnings Per Share (EPS - Amt in Rs.)	3.99	1.99

PERFORMANCE SUMMARY AND STATE OF AFFAIRS:

For the Financial year 2024-25, your company recorded a turnover of Rs.182.20 Crores and earned a net profit of Rs.601.03 lakhs as compared to the previous years (2023-24) turnover of Rs.181.74 Crores and net profit of Rs.299.79 lakhs. As a result, the Earning per share (EPS) for the FY 2024-25, stood at Rs. 3.99 per share as compared to the previous years EPS of Rs.1.99 per share.

Revenue Break up of our operational Income for the FY ended 2024-25 is as hereunder:

(Rs. in lakhs)

Sl. No. Particulars	For the FY ended 31.03.2025	For the FY ended 31.03.2024
1. From Transport Services:
- Household Services	16,454.51	15,225.70
- Commercial Services	1,765.71	2,948.80
TOTAL	18220.22	18174.50

TRANSFER TO RESERVES:

We do not propose any amount to be transferred to the Reserves for the current Financial Year.

MATERIAL CHANGES AND COMMITMENTS:

Save and except as discussed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.

NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the FY ended 31^st March, 2025.

DIVIDEND:

Your Board of Directors have decided to adopt a cautious approach and preserve the reserves within the company. In this backdrop, the Board of Directors felt it prudent not to recommend any dividend for the financial year ended 31^st March, 2025.

CAPITAL STRUCTURE:

The capital structure of the Company as on March 31, 2025 stands as mentioned below:

Sl. No. Particulars	As on 31st March, 2025 (Amt. in Rs.)
1. Authorised Capital 1,70,00,000 Equity Shares of Rs.10 each	17,00,00,000
2. Issued, Subscribed & Paid up Capital 1,50,62,403 Equity Shares of Rs.10 each	15,06,24,030

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is duly constituted and has an optimum combination of both executive and non-executive directors.

Executive Directors:

DIN	Name	Designation
00006982	Mr. Anjani Kumar Agarwal	CEO & Managing Director
07064674	Mr. Sugan Chand Sharma	Whole Time Director

Other Directors:

DIN	Name	Designation
09336138	Mr.Sridharan Chakrapani	Non-Executive Independent Director
06962857	Ms.Jonnada Vaghira Kumari	Non-Executive Independent Director
08165176	Ms. Shamantha Dodla	Non-Executive Director
10619992	Mr. Bharath Kumar Kallepally	Non-Executive Independent Director

Note:

Mr. Bharath Kumar Kallepally was appointed to the office of Independent Director w.e.f 19.06.2025, in place of Ms. Jonnada Vaghira Kumari who completed her tenure of 5 years as an Independent Director on 19.06.2025.

Key Managerial Personnel (other than mentioned above):

Name	Designation
Mr. Sanjay Kumar Agarwal	Chief Financial Officer
Mr. T.Siva Rama Krishna	Company Secretary

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sugan Chand Sharma (DIN: 07064674), retired by rotation at the previous AGM held on 30.09.2024 and was reappointed thereat. He was also reappointed to the office of Whole time Director of the Company by the Board for another period of 3 years, which was subsequently approved by the members in their AGM on 30.09.2024.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Shamantha Dodla (DIN: 08165176), Non-Executive Director, retires by rotation in the ensuing AGM and being eligible offers herself for reappointment.

Further, as the members are aware, Mr. Anjani Kumar Agarwal was reappointed as the CEO & Managing Director of the Company for a period of three years, effective from October 1, 2022, by the members at the Annual General Meeting held on December 30, 2022. As his current tenure is nearing completion, the Board, based on the recommendation of the Nomination and Remuneration Committee, reappointed him for another term of 3 years. In accordance with the provisions of the Companies Act, 2013, such reappointment requires the approval of the members. The relevant resolution seeking members approval forms part of the Notice of the AGM.

The members may note that Ms. Jonnada Vaghira Kumari, has completed her 5 year tenure as an Independent Director of the Company on 19.06.2025. To maintain the composition of the Board, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Bharath Kumar Kallepally as an Additional Director in the capacity of an Independent Director with effect from June 19, 2025.

Further, in the opinion of the Board, Mr. Bharath Kumar Kallepally fulfills the conditions of his appointment as Independent Director as specified in the Act and the Rules made thereunder and he is independent of the Management as well. Resolution seeking approval of the members forms part of the Notice attached hereto.

DECLARATION BY INDEPENDENT DIRECTORS:

In the opinion of the Board, the Independent Directors of your Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

The Independent Directors have given declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed

thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of your Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, both the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Independent Directors of your company have duly met during the year on 30.08.2024 to discuss the performance of the Non-Independent Directors and the board as whole. Both the independent Directors were present during the meeting.

COMPOSITION OF BOARD COMMITTEES:

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compositions of committees (upon reconstitution) of the Board are hereunder:

Audit Committee

Mr. Sridharan Chakrapani	Chairman
Mr. Bharath Kumar Kallepally *	Member
Mr. Anjani Kumar Agarwal	Member

* Appointed in place of Ms. Jonnada Vaghira Kumari, who ceased to hold the office of Independent Director of the Company on 19.06.2025 Nomination and Remuneration Committee

Mr. Sridharan Chakrapani	Chairman
Mr. Bharath Kumar Kallepally *	Member
Ms. Shamantha Dodla	Member

* Appointed in place of Ms. Jonnada Vaghira Kumari, who ceased to hold the office of Independent Director of the Company on 19.06.2025

Stakeholders Relationship Committee

Mr. Bharath Kumar Kallepally *	Chairman
Mr. Sridharan Chakrapani	Member
Mr. Sugan Chand Sharma	Member

* Appointed in place of Ms. Jonnada Vaghira Kumari, who ceased to hold the office of Independent Director of the Company on 19.06.2025

Corporate Social Responsibility Committee

Mr. Anjani Kumar Agarwal	Chairman
Mr. Sridharan Chakrapani	Member
Mr. Sugan Chand Sharma	Member

Internal Complaints Committee

Ms. Nikitha Das	Presiding Officer
Ms. J.Reena	Member
Mr. Raman Kishore	Member
Mr. Anil Reddy	Member

BOARD EVALUATION:

Pursuant to the provisions stated in Companies Act, 2013, and the Listing Regulations, an annual performance evaluation of the Board is conducted to strengthen the effectiveness of the Board and its Committees. This year, the internal Board Evaluation cycle was completed, encompassing the assessment of the Board as a whole, its committees, and peer evaluation of directors. The Chairman of the Nomination and Remuneration Committee led this process. The evaluation focused on various aspects of Board and Committee functioning, such as composition, experience, competencies, special duties, obligations, and governance issues.

The evaluation concluded that the Board is functioning cohesively and is well-engaged with diverse perspectives. Additionally, a performance evaluation was conducted for Ms. Shamantha Dodla, who is retiring by rotation and has offered herself for reappointment. Further, performance evaluation was conducted for Mr. Anjani Kumar Agarwal and Mr. Bharat Kumar Kallepally, whose appointment / reappointment are proposed in the ensuing AGM.

Further, the performance of the Independent Directors was evaluated by the entire Board of Directors and all the Independent Directors fulfill the independence criteria and are independent of the management as set out in the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Director who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION, ETC.,

The Policy for selection of Directors including qualifications, positive attributes and independence of a director evaluation mechanism has been revised and adopted by the Board.

The following policies, are attached herewith and marked as Annexure -V and VI respectively:

a)Policy for selection of Directors including qualifications, positive attributes and independence of a director evaluation mechanism.

b)Remuneration Policy for Directors, Key managerial Personnel and other employees. Further, it is confirmed that the Company has not paid any remuneration to its Non-Executive Directors, apart from the Sitting Fee for each Meeting of the Board / Committee attended by them.

Further, the Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non -Executive Directors of the Company within the overall limits approved by the shareholders, if any.

MEETINGS OF THE BOARD OF DIRECTORS:

The meetings of the Board are scheduled at regular intervals to discuss the business performance, policies, strategies and other matters and undertake statutory matters in terms of Companies Act and SEBI Listing Regulations.

The Board has duly met 7 times during the Financial Year 2024-25, i.e., 29^th May, 2024, 26^th June,

2024,13^th July, 2024, 30^th August, 2024, 11^th November, 2024, 26^th February, 2025 and 20^th March,

2025.

The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

Sl. No.	Date of Board Meeting	Mr. Anjani Kumar Agarwal	Mr. Sugan Chand Sharma	Mr. Sridharan Chakrapani	Ms. Shamantha Dodla	Ms. Jonnada Vaghira Kumari
1.	29.05.2024	P	P	P	P	P
2.	29.06.2024	P	P	P	P	P
3.	13.07.2024	P	P	P	P	P
4.	30.08.2024	P	P	P	P	P
5.	11.11.2024	P	P	P	P	P
6.	26.02.2025	P	P	P	P	P
7.	20.03.2025	A	P	P	P	P

 

Name	Designation	No. of Board Meetings attended / held
Mr. Anjani Kumar Agarwal	CEO & Managing Director	6/7
Mr. Sugan Chand Sharma	Whole Time Director	7/7
Mr. Sridharan Chakrapani	Independent Director	7/7
Ms. Jonnada Vaghira Kumari*	Independent Director	7/7
Ms. Shamantha Dodla	Non-Executive Director	7/7
Mr. Bharath Kumar Kallepally*	Independent Director	N.A

* Mr. Bharath Kumar Kallepally was appointed to the office of Independent Director w.e.f 19.06.2025, in place of Ms. Jonnada Vaghira Kumari who completed her tenure of 5 years as an Independent Director on 19.06.2025.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The company has a comprehensive presence across India, with branch offices, warehouses, and hubs situated across various cities and towns. To manage this expansive network effectively, we have implemented robust policies and procedures designed to ensure stringent internal financial controls throughout the organization. These controls facilitate the orderly and efficient conduct of business by enforcing compliance with company policies, safeguarding assets, preventing and detecting fraud, providing error reporting mechanisms, ensuring the accuracy and completeness of accounting records, and supporting timely and reliable financial disclosures.

Internal Financial Controls do act as crucial element of our Risk Management Process, specifically addressing financial and financial reporting risks. These controls are thoroughly documented, digitized, and integrated into our business processes. We assess their effectiveness through regular management reviews, control self-assessments, ongoing monitoring by functional experts, and testing by our Internal Auditor during audits. We are optimistic that these systems offer a satisfactory assurance that our Internal Financial Controls coincide with the needs and demands of our organization.

AUDITORS:

Statutory Auditors:

As the members are aware, M/s M. Anandam & Co., Chartered Accountants, (Registration No. 000125S), were appointed as the Statutory Auditors of the Company to hold office for a period of 5 years, i.e.; from the conclusion of the 15th Annual General Meeting till the conclusion of the 20th Annual General Meeting, at such remuneration as may be agreed upon by the Board of Directors and the Auditors, in addition to the reimbursement of all out of pocket expenses incurred in connection therewith. In view of the said, M/s M. Anandam & Co., shall continue to hold the office of Statutory Auditors of the Company for the FY 2025-26.

The Statutory Auditors have confirmed that they are not disqualified from acting as the Auditors of the Company.

Auditors Observation(s):

As regards the "emphasis of matter", the same is self-explanatory and hence no further comments are made. As regards the accounting software being used by the Company, as reported at para 1 (b), 1 (f) and 1(i)(vi) in the Auditors Report, which has a feature of audit trail, we would like to assure that the same has operated throughout year with all the requisite features and has not been tampered with at any point of time. Further, as far as disputed Income tax matters and GST matters pending before the Tribunal / other authorities, being a statement of fact, does not require any further comments.

Internal Auditors:

The Board of Directors, based on the recommendations of the Audit Committee, has reappointed M/s. A. Tibrewala & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of the Company, who is submitting its report on quarterly basis.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Sravanthi Gadiyaram, Practising Company Secretary (ACS No. 25754 and CP No. 25597), as a Secretarial Auditor of the company to undertake the secretarial audit of the Company for the FY 2024-25.

The copy of Secretarial Audit Report is attached herewith and marked as Annexure - II.

Secretarial Auditors Observations:

Auditors Observations	Directors Explanation
Delay in filing of Forms with the Registrar of Companies in certain instances	The instances of delay were just clerical in nature and self-explanatory. In view of the said, no further explanation is being provided thereon.

COST RECORDS:

We confirm that the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 and hence accounts and records related thereto are not required to be made or maintained.

SECRETARIAL STANDARDS:

We confirm that applicable secretarial standards i.e., SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meetings respectively, have been duly complied by the Company.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party which may have a potential conflict with the interest of the Company at large.

Pursuant to the Companys Policy, the Related Party Transactions, if any are placed before the Audit Committee and the Board for its respective approval.

The details of related party transactions which were entered into during the previous years/ current Financial Year are provided at Note No. 32 forming part of the Notes to Financial Statements.

During the FY 2024-25, no contracts / agreements /transactions, falling with in the purview of Section 188 of the Companies Act, 2013 have been entered into by the Company with its related party(ies), whether on arms length basis or not. Hence the question of reporting materially significant related party transactions, conflict of interest etc., does not arise.

Further, disclosure as required pursuant to Regulation 34(3) read with Schedule V thereto is disclosed elsewhere in this Report. Further, remuneration paid to Mr. Anjani Kumar Agarwal, who holds 18.41 % equity shares in the Company is disclosed elsewhere in this Report. Further, there are no other fresh transactions to be reported pursuant to the said Regulation.

INSURANCE:

All properties and insurable interests of the Company have been fully insured.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKSOR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

Not applicable (As there were no instances of one-time settlement with the Banks or financial institutions during the year under review).

ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT -7 along with attachments is placed on the website of the Company www.drsindia.in and may be accessed at https://drsindia.in/Annual-Return-2024-25.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has formalized the process and institutionalized Whistle Blower Policy within the Company. In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets and other resources, to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the vigil mechanism are provided in the Annexure - VII to this Report.

FIXED DEPOSITS:

Your Company has neither accepted nor repaid any deposits during the FY ended 31^st March, 2025. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2025. Hence, there are no details to be provided pursuant to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

RISK MANAGEMENT:

We have a Risk Management Department in place whose primary role is to identify potential risks, develop compatible Risk Management Systems and framework or modify the existing ones to make the same adaptable and to mitigate the risk appropriately.

We have been following the principle of risk minimization vis a vis our business needs and the industry norms.

The Department has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Companys enterprise-wide risk management framework and (b) overseeing that all the risks that the organization faces such as financial, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and ensuring that there is an adequate risk management mechanism in place capable of addressing those risks. Further, it is entrusted with the additional task of evaluating pandemic related risks on real time basis keeping in view the impact thereof and the means of redressal.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary or Joint Venture or Associate Company as on the close of financial year under report and even as on date.

The policy on material subsidiaries as per SEBI (LODR) Regulations, 2015 as approved /reviewed by the Board is uploaded on the website of the Company and may be accessed at https://www.drsindia.in/policies.html

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Your Company does not have any Joint Ventures / Associate Companies or subsidiary Companies as on 31^st March, 2025 or as on date of this Report.

TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Not Applicable

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure - III to this Report.

CORPORATE GOVERNANCE:

The Company follows highest standards of Corporate Governance practices in its day-to-day conduct. Good Corporate Governance practices instills a culture of transparency, accountability and disclosure. Further, in view of the fact that your Company is a SME listed entity, no separate disclosures are being made as prescribed under para-C of Schedule V to SEBI (LODR) Regulations, 2015.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Since the Company does not have any of its shares in the demat suspense account or unclaimed suspense account, there are no disclosures to be made as prescribed under para-F of Schedule V to SEBI (LODR) Regulations, 2015.

DISPATCH OF ANNUAL REPORTS:

In compliance with the applicable provisions, we shall dispatch the Annual Report for the FY 2024-25 in electronic format to all our members whose e-mail addresses are registered and updated with our Registrar & Transfer Agents. To all the other members, the Annual Report will be sent in physical format.

LISTING & TRADING:

Our Equity Shares are listed on NSE Emerge (SME platform of NSE India Limited, Mumbai). The listing fee for the financial year 2025-26 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2024-25.

Series: SM Symbol: DRSDILIP ISIN: INE02CV01017

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is annexed herewith and marked as Annexure -IV (i).

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, we do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) (i) & (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i.e.Rs.8.5 lakhs per month or Rs.1.02 Crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31^st March, 2025 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are annexed herewith and marked as Annexure - IV (ii), which includes details of employee who was in receipt of remuneration in excess of that drawn by the Managing Director or Whole Time Director of the company pursuant to Rule 5(2)(iii) of the said Rules.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans and Investments made during the Financial Year ended March 31, 2025 and outstanding as on said date, covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements. Further, the Company has not given any guarantee(s) or provided any security as contemplated under the said provisions, during the Financial Year under review.

DEMATERIALIZATION OF SHARES:

Except 48 Shares, which are held in Physical mode, the entire share capital of our Company is held in dematerialized mode as on 31^st March, 2025.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report for the FY 2024-25.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i.In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same;

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 at the end of the financial year and of the profits of the company for the period;

iii.Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities;

iv.The annual accounts have been prepared on a going concern basis.

v.They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi.They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENTAT WORK PLACE:

We strongly support the rights of all our employees to work in harassment - free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act") and the Rules made thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Further, we have in place a committee under the name and style "Internal Complaints Committee" in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. The said Committee was reconstituted during the year under review. The revised composition of the said Committee is provided elsewhere in this Report.

We further confirm that during the year under review, there were no cases filed pursuant the said Act.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, 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. Your 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.

CORPORATE SOCIAL RESPONSIBILITY:

Your Board of Directors and the CSR committee feel proud to mention that we have been undertaking CSR activities as a part and parcel of our life, whether mandated by law or otherwise. It has been a wholehearted endeavor on our part to do our bit to the society we live in.

The Board has in place a CSR policy, pursuant to the recommendation of the CSR committee, with a vision to actively contribute to the social and economic development of the communities in which your company operates and in doing so, build a better, sustainable way of life for the weaker sections of the society.

The CSR Committee, constituted by the Board, is in place and is actively involved in identifying areas as per the contemporary needs of the society. While identifying such areas, it ensures that the same are commensurate with the Companys Policy in general. Further, the Committee also supervises the progress of CSR activities of the Company.

However, as far as expenditure towards CSR during 2024-25 is concerned, it may be noted that in view of the provisions contained under Section 135 of the Companies Act, 2013, which stipulates the criteria(s) for applicability / compliances as contemplated therein, your Company was not required to spend any amount towards CSR during the FY 2024-25, since it did not meet any one of the following threshold limits (for the previous FY 2023-24), as hereunder:

•net worth of rupees five hundred crore or more, or

•turnover of rupees one thousand crore or more or

•net profit of rupees five crore or more

However, the unspent amount pertaining to FY 2022-23 in respect of ongoing projects was spent during the FY 2024-25.

Composition of CSR Committee :

Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
Mr. Anjani Kumar Agarwal	Chairman	2	2
	(CEO & Managing Director)
Mr. Sridharan Chakrapani	Member (Independent Director)	2	2
Mr. Sugan Chand Sharma	Member (Executive Director)	2	2

Meetings of CSR committee were held on 29^th May, 2024 and 20^th March, 2025 and all the committee members attended the same.

The Policy on Corporate Social Responsibility (CSR) along with the Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure VIII to this report.

Your Company has adopted a CSR Policy containing the activities to be undertaken by the Company. The CSR policy of the Company may be accessed at https://www.drsindia.in/csr.html

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed pursuant to the provisions of Section 134(3)(m) of the Companies Act,

2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided in Annexure -1 to this Report.

ACKNOWLEDGEMENTS AND APPRECIATIONS:

At the outset, the Board of Directors and the management extend their hearty gratitude to all the employees, workers, drivers and support staff at all levels, who, have worked relentlessly for the growth of the Company. It was purely owing to their efforts that the Company feels bolstered to handle any challenge that it may have to face in the near future. Further, we wish to express our sincere appreciation towards all our customers, suppliers, banks, financial institutions, advisors, Government of India and Government Departments, concerned State Governments and other authorities for their sustained support and co-operation.

We also take on record the confidence and cooperation extended by our shareholders and other stakeholders.

For and on behalf of the Board of
DRS DILIP ROADLINES LIMITED
Sd/-	Sd/-
Anjani Kumar Agarwal	Sugan Chand Sharma
CEO & Managing Director	Whole Time Director
DIN:00006982	DIN:07064674
Address: Plot No.25/a,	Address: 4-2-202, 4th Floor,
Janakpuri Colony Gunrock,	Old Bhoiguda, Near
Karkhana, Hyderabad - 500009	Mahankali Temple - 500003