Directors Report of Axentra Corp Ltd.

Your Directors are pleased to present the 34^th Annual Report on the business and operations of the
Company alongwith the audited financial statements for the financial year ended March 31, 2026.

1. COMPANY OVERVIEW

During the year under review, Axentra Corp Limited continued to strengthen its position as an IT and
software solutions company, with a focus on delivering technology-driven solutions that address the
evolving needs of its customers and business partners.

The Company remained focused on strengthening its technology capabilities, improving operational
efficiency, and expanding its software and IT service offerings. With the rapid pace of digital
transformation and increasing adoption of technology across industries, Axentra Corp Limited continues
to identify opportunities to leverage its expertise in software development, technology solutions, and
digital services to support the changing requirements of its customers.

During the year, management continued to emphasise prudent financial management, operational
discipline, customer-centric service delivery, and the development of capabilities required to support
sustainable growth. The Company also remained attentive to emerging technologies and changing
market dynamics, with a view to enhancing its competitiveness and creating long-term value.

The Board believes that Axentra Corp Limited is well positioned to benefit from the continued growth of the
IT and software sector. Going forward, the Company will remain focused on strengthening its technology
portfolio, developing new business opportunities, enhancing customer relationships, and pursuing
sustainable growth while maintaining appropriate risk management and corporate governance
practices. The Board is also focused on growing the Company inorganically and making it large by
acquiring the similar kind of business and benefiting from the consolidation of the business.

Overall, the Board remains confident in the Company''s strategic direction and its ability to build a stronger
and more scalable technology business in the years ahead.

2. SCALING NEW HEIGHTS

Axentra Corp Limited continues to pursue its growth journey with a clear focus on innovation, technology,
and sustainable business development. The Company is strengthening its IT and software capabilities,
exploring new market opportunities, and enhancing its solutions to meet the evolving needs of customers.

With a commitment to operational excellence, digital innovation, and long-term value creation, the
Company remains focused on building a stronger and more scalable business. The Board is confident
that these initiatives will enable Axentra Corp Limited to unlock new opportunities and achieve greater
milestones in the years ahead.

3. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March, 2026.

4. BUSINESS PERFORMANCE:

During the year under review, the Company made a profit of Rs. 127.13 Lakhs against a loss of Rs.3.50 lakhs
in the previous year.

During the period under review, the Company underwent a significant transformation in the nature and
scope of its business activities. The Company transitioned from its erstwhile business of Real Estate and
Housing Development to focus on Artificial Intelligence, Software and Technology-related businesses. This
strategic shift reflects the Company''s objective of aligning its business operations with emerging
technology-driven opportunities and building a sustainable growth-oriented business model in the
technology sector."

5. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the period under review, the Company underwent a significant transformation in the nature and
scope of its business activities. The Company transitioned from its erstwhile business of Real Estate and
Housing Development to focus on Artificial Intelligence, Software and Technology-related businesses. This
strategic shift reflects the Company''s objective of aligning its business operations with emerging
technology-driven opportunities and building a sustainable growth-oriented business model in the
technology sector."

The Company received the Certificate of Registration for Alteration of Object Clause of Memorandum of
Association (MOA) on June 06, 2025.

4. CHANGE IN THE NAME OF THE COMPANY

The name of the Company was changed from Dugar Housing Developments Limited to Axentra Corp
Limited with effect from November 22, 2025 pursuant to the receipt of Certificate of Incorporation from
Registrar of Companies.

5. KEY DEVELOPMENTS

On June 03, 2026, the Company entered into a Share Purchase Agreement ("SPA") with the selling
shareholders of Fore Solutions Private Limited ("Fore Solutions") for the acquisition of 51% of the equity
share capital of Fore Solutions.

Pursuant to the completion of the aforesaid acquisition and the acquisition of the 51% equity stake, Fore
Solutions Private Limited has become a subsidiary of the Company

6. SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2026 was Rs. 35,00,00,000 divided into
3,50,00,000 equity shares. The Paid-up Equity Share Capital as on March 31, 2026 was Rs. 19,70,00,000/-
divided into 1,97,00,000 equity shares of Rs.10 each.

As on March 31, 2025, the issued and paid up capital of the company was Rs. 30,00,000 (Thirty Lakhs only)
divided into 3,00,000 equity shares. Pursuant to the Special resolution passed by the Shareholders through
the Extra Ordinary General Meeting held on May 08, 2025 including Chapter V of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 and other applicable provisions, if any it was proposed to
allot 67,00,000 fully paid-up Equity Shares of Rs. 10/- at a premium of Rs. 2 each share at an issue price of
Rs. 12 each and 27,00,000 convertible equity warrants to the proposed allottees who were Non Promoters

(Public Category) of the company as per the list placed on table, duly initialled by chairman, on
preferential allotment basis.

On June 12, 2025 the Board allotted 67,00,000 equity shares and 27,00,000 convertible equity warrants to
the respective allottees . The convertible equity warrants were converted into equity shares by the
allottees and they were allotted equity shares against the same. Thereafter, The board allotted 1,00,00,000
to the allottees on February 25, 2026 pursuant to the receipt of the approval of members at the Extra¬
Ordinary General Meeting held on January 03, 2026 . Accordingly the issued and paid up share capital of
the company as on March 31,2026 is Rs.19,70,00,000/- (Rupees One Crore Ninety Seven Lakhs only) divided
into 1,97,00,000 (One Crore Ninety Seven Lakh) equity shares of Rs.10 (Rupees Ten) each.

Note: On June 12, 2025 Vinoth Kumar Mohanadas and Suseela Kumarappan were allotted equity shares and
convertible warrants under the Non-Promoter & Public Category. Pursuant to the completion of Open Offer on
October 29,2026, Vinoth Kumar Mohanadas and Suseela Kumarappan were classified as the Promoters of the
Company.

7. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion. Your Company
have not recommended any dividend for the financial year 2025-26.

The Company is not required to adopt a Dividend Distribution Policy as mentioned under the Regulation
43A of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations")

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The details of Loans, Guarantee and Investments have been disclosed in the notes to financial
statements.

As on March 31, 2026 the Company have not given any loan, guarantees or made any investments.

*On June 03, 2026, Your company entered into the Share Purchase Agreement with the selling shareholders of the
Fore Solutions Private Limited for acquiring the 51% equity stake in the later for a consideration of Rs. 38,00,52,000
(Thirty Eight Crores Fifty Two Thousand only.)

Pursuant to the acquisition of 51% equity stake, Fore Solutions Private Limited is now the subsidiary of your
company.

* On July 10, 2027, Your company made Kerner7 Private Limited its wholly owned subsidiary by subscribing the total
capital of Kerner7 Private Limited. The total capital invested is Rs. 1,00,000 (Rupees One Lakhs only)

For the above mentioned investment by the Company , the approval of the shareholders was taken via Special
Resolution at the Extra Ordinary General Meeting held on January 03, 2026 .

9. TRANSFER TO GENERAL RESERVE:

During the financial year 2025-26, the Board of Directors has decided not to transfer any amount out of
the profits of the Company to the General Reserve. Accordingly, no amount has been appropriated or
transferred to the General Reserve during the year under review.

10. DEPOSITS:

During the financial year 2025-26, the Company has not accepted any deposits from the public within the
meaning of the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
Accordingly, there were no deposits outstanding as at 31st March 2026.

Further, the Company has duly filed the requisite Form DPT-3 (Return of Deposits) with the Registrar of
Companies for the financial year under review, reporting the relevant particulars as applicable.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the financial year 2025-26, the Company has entered into contracts and arrangements with
related parties in the ordinary course of business and on an arm''s length basis, as applicable, in
accordance with the provisions of Section 188 of the Companies Act, 2013, the rules made thereunder and
the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The transactions entered into with related parties were undertaken with the requisite approvals of the
Board of Directors and the Audit Committee, wherever applicable, and in compliance with the applicable
statutory and regulatory requirements. The Company has also made the necessary disclosures in its
financial statements and other applicable filings.

The particulars of contracts or arrangements with related parties, as required to be disclosed under
Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014,
are provided in Form AOC-2, which is annexed to and forms an integral part of this Board''s Report as
Annexure I.

12. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing an overview of
the business operations, financial performance, industry outlook, opportunities, risks and other relevant
developments of the Company for the financial year ended 31st March 2026, is annexed to this Report as
Annexure II and forms an integral part of this Report.

13. RISK MANAGEMENT POLICY:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place
for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation,
risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business
planning. The Management identifies and controls risks through a properly defined framework in terms of
the aforesaid policy.

The management has instituted an appropriate risk management framework to identify, assess, monitor
and mitigate material risks that may adversely affect the Company''s business operations, financial
performance and strategic objectives. The identified risks are periodically reviewed by the management,
and appropriate measures are undertaken to minimise their potential impact and ensure sustainable
business growth.

14. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 which are placed on the website of the Company www.axentracorp.in

a. Composition of Board of Directors and its committees.

b. Code of conduct for board and senior management personal.

c. Policy for prevention, prohibition and redressal of sexual harassment at the workplace.

d. Terms and conditions of appointment of Independent Directors.

e. Policy on Board Diversity.

f. Vigil Mechanism/ Whistle Blower Policy.

g. Policy for determination of materiality of events or information.

h. Formalization program for Independent Directors.

i. Criteria for making payments to Non-Executive Directors.

j. Policy on preservation and archival of documents.

k. Nomination and remuneration Policy

l. Performance Evaluation Policy.

m. Succession plan.

n. Code of conduct for insider trading.

o. Policy for determination of material subsidiaries.

p. Code of practices and procedures for fair disclosure of UPSI.

15. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which
lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior
Management of the company. The policy also lays down the criteria for selection and appointment of
Board Members. The policy and details of Nomination and Remuneration is available on the website of the
Company at www.axentracorp.ai

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration
Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes, and
independence of a director. and is available in the company website www.axentracorp.ai. The
Committee shall identify persons who are qualified to become Director and persons who may be
appointed in Key Managerial and Senior Management positions in accordance with the criteria laid
down in this policy.

2. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management
Personnel.

3. The Board shall carry out evaluations of the performance of every Director, KMP and Senior
Management Personnel at regular intervals (yearly).

4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior
Management Personnel will be determined by the Committee and recommended to the Board for
approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post
approval of the shareholders of the Company and Central Government, wherever required.

5. Increments to the existing remuneration/ compensation structure may be recommended by the
Committee to the Board which should be within the slabs approved by the Shareholders in the case
of Managerial Personnel.

6. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief
Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for
indemnifying them against any liability, the premium paid on such insurance shall not be treated as
part of the remuneration payable to any such personnel. Provided that if such person is proved to
be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for attending
meetings of the Board or Committee thereof.

8. Commission to Non-Executive/ Independent Directors If proposed may be paid within the monetary
limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the
Company computed as per the applicable provisions of the Companies Act, 2013.

13. PARTICULARS OF EMPLOYEES:

The disclosures pertaining to remuneration of Directors and employees as required under Section 197 of
the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are provided in the prescribed manner.

The information relating to employees covered under Rule 5(2) and Rule 5(3) of the said Rules is available
for inspection by the members at the Registered Office of the Company during working hours and shall be
furnished to any member upon request, in accordance with the applicable provisions of the Companies
Act, 2013 and the Rules made thereunder.

However, the details regarding the employees and the remuneration withdrawn is as follows:

14. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:

The Company recognises that its employees are among its most valuable assets and that a skilled,
committed and motivated workforce is essential for achieving sustainable growth and delivering value to
its stakeholders. The Company therefore places significant emphasis on attracting, developing and
retaining talent with the requisite knowledge, skills and capabilities to support its evolving business
requirements.

The Company endeavours to foster a positive, inclusive and performance-oriented work environment that
encourages innovation, collaboration, accountability and continuous learning. The Management believes
in creating an environment where employees are encouraged to take initiative, share ideas and
contribute meaningfully towards the achievement of the Company’s business objectives.

With the Company’s increasing focus on Artificial Intelligence, technology and software-driven solutions,
continuous enhancement of technical and professional capabilities remains an important area of focus.
The Company encourages its employees to enhance their knowledge and skills in line with evolving
technologies, industry developments and changing business requirements.

The Management continues to invest in its people through appropriate Learning and Development
initiatives, knowledge-sharing opportunities and skill enhancement programmes, with the objective of
strengthening individual capabilities as well as overall organizational effectiveness. The Company also
seeks to identify and nurture talent with leadership potential and provide employees with opportunities to
assume greater responsibilities and progress in their respective areas of expertise.

The Company believes that employee engagement, professional development and a conducive
workplace are important factors in building a strong organizational culture. Accordingly, the Management
remains committed to developing a capable and future-ready workforce while providing appropriate
opportunities for career growth and professional advancement across various levels of the organisation.

The Company also recognises the importance of maintaining a workplace based on mutual respect,
equal opportunity, ethical conduct and professional integrity. Through its people-focused approach, the
Company aims to build a collaborative workforce capable of supporting its long-term strategic objectives
and sustainable growth.

15. INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at 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 and Rules
framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the
Company to redress complaints received regarding sexual harassment. The policy on Prohibition
Prevention & Redressal of Sexual Harassment is available on the website of the Company at
www.axentracorp.ai

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with
the ICC.

Internal Complaint Committee Members:

1. Miss Manisha Sharma

2. Mr. Senthil Kumar Bellan

The Committee met once in the financial year 2025-26. The Company is committed to provide a safe and
conducive work environment to its employees during the financial year. Your directors state that during
the financial year 2025-26, there were no cases filed pursuant to the Sexual harassment of Women at
workplace (Prevention and Redressal) Act, 2013.

16. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31st March 2026, the Company did not have any subsidiary, associate or joint venture company.
Accordingly, the Company did not have any subsidiaries, associates or joint ventures during the financial
year ended 31st March 2026.

However, subsequent to the close of the financial year, the Company has undertaken a strategic
investment in Fore Solutions Private Limited. On 3rd June 2026, the Company entered into a Share
Purchase Agreement (SPA) with the selling shareholders of Fore Solutions Private Limited for the
acquisition of 51% of the equity share capital of the said company. The details regarding Fore Solutions
Private Limited is mentioned in AOC-1

Pursuant to the completion of the acquisition and acquisition of the aforesaid 51% equity stake, Fore
Solutions Private Limited has become a subsidiary of the Company. The acquisition is in line with the
Company’s strategic objective of expanding its presence in the technology and software sector and
strengthening its capabilities and business opportunities in the areas of technology-driven solutions.

Since the acquisition was completed after the end of the financial year, Fore Solutions Private Limited was
not a subsidiary of the Company as at 31st March 2026. Accordingly, the financial results and disclosures
of the Company for the financial year ended 31st March 2026 do not include Fore Solutions Private Limited
as a subsidiary for that financial year, except to the extent any disclosure of subsequent events is required
under the applicable accounting standards and regulatory requirements.

The Company shall undertake the requisite consolidation, reporting and other statutory and regulatory
compliances in respect of Fore Solutions Private Limited as applicable from the date on which it became a
subsidiary of the Company.

17. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT:

However, subsequent to the closure of the financial year, the Company undertook a significant strategic
transaction. On 3rd June 2026, the Company entered into a Share Purchase Agreement (SPA) with the
selling shareholders of Fore Solutions Private Limited for the acquisition of 51% of the equity share capital
of Fore Solutions Private Limited.

Pursuant to the acquisition of the aforesaid 51% equity stake, and upon completion of the acquisition in
accordance with the terms of the SPA, Fore Solutions Private Limited has become a subsidiary of the
Company. The acquisition represents an important strategic step towards strengthening the Company’s
presence in the Artificial Intelligence, technology and software solutions sector and is expected to provide
opportunities for business expansion, operational synergies and further development of the Company’s
technology capabilities.

The aforesaid acquisition was undertaken subsequent to the end of the financial year and, accordingly,
Fore Solutions Private Limited was not a subsidiary of the Company as at 31st March 2026. The transaction
has therefore been considered as a subsequent event for the purposes of the financial statements and
the disclosures in this Report, to the extent applicable under the provisions of the Companies Act, 2013,
applicable SEBI regulations and the relevant accounting standards.

The Board of Directors believes that the acquisition is aligned with the Company’s long-term strategic
objectives and will contribute towards strengthening its business operations and creating sustainable
value for the Company’s stakeholders.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the financial year under review and up to the date of this Report, there were no significant or
material orders passed by any Regulatory Authority, Court, Tribunal or other judicial or quasi-judicial body
against the Company which may have a material impact on the Company’s going concern status,
financial position, business operations or future prospects.

The Management has duly considered the orders, directions and proceedings, if any, applicable to the
Company during the period under review and is of the opinion that none of such matters, individually or
collectively, is expected to materially affect the Company’s ability to continue its business operations or
discharge its obligations as they fall due.

Accordingly, there is no material uncertainty arising from any order, judgment, direction or proceeding of
any Regulatory Authority, Court or Tribunal that would adversely affect the Company’s going concern
status or its future operations. The Company remains committed to complying with all applicable laws,
regulations, rules and directions issued by the relevant statutory and regulatory authorities.

19. REPORTING OF FRAUDS BY AUDITORS:

During the financial year under review, no frauds were reported by the Statutory Auditors or the Secretarial
Auditor to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013,
which require reporting or disclosure in the Board''s Report.

Accordingly, there are no instances of fraud committed against the Company by its officers or employees
during the financial year under review that are required to be disclosed in this Report pursuant to the
applicable provisions of the Companies Act, 2013 and the rules made thereunder.

20. AUDITORS:

STATUTORY AUDITORS

During the financial year 2024-25, M/s. M Sahu & Co., Chartered Accountants (Firm Registration No.
130001W), were appointed as the Statutory Auditors of the Company with effect from 24th February 2024
to fill the casual vacancy arising due to the resignation of M/s. M N & Associates, Chartered Accountants
(Firm Registration No. 018167S), in accordance with the applicable provisions of the Companies Act, 2013.

M/s. M Sahu & Co. continued to act as the Statutory Auditors of the Company for the financial year ended
31st March 2026 and have audited the financial statements of the Company for the said financial year.

Comment on Statutory Auditor''s Report

The Statutory Auditors’ Report for the financial year ended 31st March 2026 does not contain any
qualification, reservation, adverse remark or disclaimer. The observations, comments and disclosures
contained in the Statutory Auditors’ Report, read together with the relevant notes forming part of the
financial statements, are self-explanatory and do not call for any further explanation or clarification from
the Board of Directors.

The financial statements for the year ended March 31, 2026 containing the Balancesheet, Profit & Loss
Statements and Cashflow along with the notes to financial statements and the Auditor''s Report will be
forming a part of the Annual Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr.
Shivam Bhatt of M/s. Shivam Bhatt & Associates, Practising Company Secretaries (Membership No. F13671,
Certificate of Practice No. 22655) as the Secretarial Auditor of the Company to conduct the Secretarial
Audit for the financial year 2025-26.

The Secretarial Audit Report in Form MR-3, as issued by the Secretarial Auditor, is annexed to this Board’s
Report as Annexure III and forms an integral part of this Report.

Observations in Secretarial Audit Report

The Secretarial Audit Report does not contain any material qualification, reservation or adverse remark.
However, the Secretarial Auditor has made certain observations with respect to certain compliance
matters, including matters relating to compliance with the applicable provisions of the SEBI (SAST)
Regulations, 2015.

The Board of Directors has taken note of the observations made by the Secretarial Auditor and is
committed to strengthening the Company’s systems and processes to ensure timely and effective
compliance with the applicable statutory and regulatory requirements.

Board''s Reply

With respect to the observations made by the Secretarial Auditor, the Management has taken the same
on record and is undertaking appropriate corrective and preventive measures to strengthen the
Company’s compliance framework. The Company is taking necessary steps to improve and streamline its
SEBI LODR and other applicable statutory compliances, including strengthening internal monitoring
mechanisms, ensuring timely regulatory filings and improving compliance tracking and reporting
processes.

The Board is committed to ensuring that the Company maintains appropriate systems and procedures
for monitoring compliance with all applicable laws, rules, regulations and regulatory requirements.

INTERNAL AUDITORS

The Company had appointed Mr. Yasiru Lelwala as the Internal Auditor of the Company for the financial
year 2025-26. The Internal Audit function is designed to provide an independent assessment of the
adequacy and effectiveness of the Company’s internal controls, processes and systems and to assist the
Management and the Audit Committee in identifying areas requiring improvement.

The scope, functions, periodicity and methodology of the Internal Audit were determined in consultation
with and under the supervision of the Audit Committee. The Internal Auditor undertook the audit and
review of the areas falling within the approved scope and reported the observations and
recommendations to the appropriate authorities of the Company.

The Management reviews the observations and recommendations arising from the Internal Audit process
and takes appropriate corrective measures, wherever required, with a view to strengthening the
Company’s internal control and operational processes.

COST AUDITORS

The provisions relating to maintenance of cost records and cost audit under Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time,
are not applicable to the Company for the financial year 2025-26.

Accordingly, the Company is not required to maintain cost records under Section 148(1) of the Companies
Act, 2013 or appoint a Cost Auditor under Section 148(3) of the Act for the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Our Board is an optimum mix of Executive, Non-Executive, Independent and Women Directors and
conforms to the provisions of the Act, Listing Regulations and other applicable regulations. As on March 31,
2026, the Board had seven directors, out of which Three are executive directors (including one promoter
director), one is a non-executive, non-independent director and three are independent directors
(including one woman director). Presently, the Company is not having a permanent Board Chairman.
Appointment/ re-appointment of all directors is subject to periodic approval of the shareholders.

The Company does not have any permanent Board seat. In the opinion of the Board, all the board
members possess the requisite qualifications, experience, expertise, proficiency and hold high standards
of integrity.

Board Composition as on March 31, 2026

Mr. Vinoth Kumar Mohandas Whole-time Director

Mr. Senthil Kumar Bellan Managing Director

Mr. Yasiru Lelwala Executive Director

Mr. Nirma De Soysa Cooke Non-Executive Director

Mr. Kumarappan Palaniappan Non-Executive Director

Mr. Ulhas Narayan Deosthale Independent Director

Mrs. Jankiben Brahmbhatt Independent Director

KMP of the Company

Manisha Sharma Company Secretary

Senthil Kumar Bellan Chief Financial Officer

The Company has received declarations from Independent Director under Section 149(6) of the
Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section
149 (6) of the Companies Act, 2013.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their
names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs
in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of
the Company, Mr. Vinoth Kumar Mohanadas (DIN: 07616951), who retires by rotation as a Director and
being eligible offers himself for re-appointment.

Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume of Mr. Vinoth Kumar
Mohanadas, nature of their expertise in specific functional area and names of Companies in which he is a
Director and Member/Chairperson of Committees of Board, are provided in the Notice forming part of the
Annual Report.

Further, based on the confirmations received, none of the Directors are disqualified for appointment under
Section 164 of the Companies Act, 2013.

Post 31^st March, 2026, following changes took place in the composition of Directors:

i. Mr. Senthil Kumar Bellan was appointed as a Managing Director of the Company subject to the
shareholders approval at the ensuing General Meeting of the Company.

ii. Miss Adarshana Vinoth Kumar was appointed as an Additional Director in the capacity of Non-Executive
and Non-Independent Director wef 14.08.2026

iii. Mr. Dhiraj Kapur was appointed as an Additional Director in the capacity of Independent Director.

iv. Mr. Palaniappan Kumarappan has given his resignation from the post of Non-Executive Director of the Company
w.e.f 14.08.2026

21. NUMBER OF MEETINGS OF THE BOARD AND BOARDS'' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review
the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative
annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to
plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under section
173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations,
2015.

22. COMPOSITION OF COMMITTEES OF THE BOARD

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant
to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

23. BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after
taking into consideration of the various aspects of the Boards'' functioning, the composition of the Board
and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and
achieving the goals.

The Board also carried out the evaluation of directors based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

24. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a
Meeting on February 12,2026, without the attendance of Non-Independent Directors and members of
Management.

25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under
the Act and other statutes and about the overall functioning and performance of the Company. The policy
and details of familiarization program is available on the website of the Company at www.axentracorp.ai

26. INDEPENDENT DIRECTOR''S DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down
under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March,
2026, which has been relied on by the Company and placed at the Board Meeting.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism
policy for directors and employees to report concerns about unethical behaviors, actual or suspected
fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate
safeguards against the victimization of employees who avail themselves of the mechanism and also
provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the

Financial Year 2025-26, no employee has been denied access to the Audit Committee. The vigil
mechanism policy is also available on the Company''s website www.axentracorp.ai

28. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls in accordance with Rule

8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to
monitor business processes, financial reporting and compliance with applicable regulations and they are
operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The
Committee also reviews the observations forming part of internal auditors'' report, key issues and areas of
improvement, significant processes and accounting policies.

29. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members
and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations,
2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance
with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by
employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to integrity in the
workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are applicable to
companies meeting any of the prescribed thresholds relating to net worth, turnover or net profit during
the immediately preceding financial year.

The Company does not meet any of the prescribed criteria under Section 135 of the Companies Act, 2013
for the financial year under review. Accordingly, the provisions of Section 135 of the Companies Act, 2013
relating to constitution of the Corporate Social Responsibility Committee, formulation of a CSR Policy and
undertaking of CSR activities are not applicable to the Company.

Consequently, the Company has neither constituted a CSR Committee nor formulated a CSR Policy or
undertaken CSR expenditure pursuant to Section 135 of the Companies Act, 2013 during the financial year
2025-26.

31. EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, is available on company''s website and can be accessed
www.axentracorp.ai

32. DISCLOSURE REQUIREMENTS:

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 is of the view that such
systems are adequate and operating effectively.

33. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Director''s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under the Companies Act, 2013 are
covered under the Board''s policy formulated by the Company and is available on the Company website
www.axentracorp.ai

34. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013 the Directors hereby state and confirm
that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2026, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.

b) They have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent, 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 profit and loss of the Company for the year
ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and operating effectively.

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

During the year under review, there were no frauds reported by the Auditors on the employees or officers
of the Company under section 143(10) of the Companies Act, 2013.

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

A. CONSERVATION OF ENERGY:

a. Looking at the nature of our work and the industry we operate in, there is a flexibility in the
mode of working and the place we work from i.e. either from office or home. Most of the
employees work remotely from their space resulting in very less use of the office space
electricity. However, few employees do visit office daily and operate from there.

b. Improvements in operating efficiency and reduction in the energy consumption.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: Our approach to energy conservations is Since we
belong to the Technology and Artificial Intelligence industry, the organization and its employees are
trying to stay updated and aware with the recent technologies to match up with the recent market
trends.

(ii) Benefits derived : We have been benefitted in various ways such as :

* Product Improvement

*Cost Reduction in Product Development

*Import Substitution

Production improvement: NIL Cost Reduction: NIL

Production development or Import substitution; NIL

(iii) Import Technology; NIL

(iv) Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Amount (in Lakhs)

Raw Materials - Calcium Carbide

36. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of Corporate Governance and believes
that sound corporate governance practices are fundamental to enhancing transparency, accountability,
ethical conduct and sustainable value creation for all its stakeholders.

The Company has complied, to the extent applicable, with the corporate governance requirements
prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time, and other applicable laws and regulations.

A separate section on Corporate Governance, containing the requisite disclosures as prescribed under
the applicable provisions of the SEBI LODR Regulations, forms an integral part of the Annual Report of the
Company.

Further, a Compliance Certificate on Corporate Governance, confirming compliance with the applicable
conditions of Corporate Governance as stipulated under the SEBI LODR Regulations, issued by M/s.
Shravan Gupta & Associates, Practising Company Secretaries, forms part of the Annual Report as
Annexure IV.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT
THE END OF THE FINANCIAL YEAR:

During the financial year under review, no application was made and no proceeding was pending against
the Company under the Insolvency and Bankruptcy Code, 2016 ("IBC"). Further, there were no proceedings

initiated or pending against the Company under the IBC before any adjudicating authority during the
year.

Accordingly, there were no matters under the Insolvency and Bankruptcy Code, 2016 that would have a
material impact on the financial position or operations of the Company and, therefore, no specific
disclosure is required in this regard in the Board''s Report.

38. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF
THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN
REMUNERATION OF EACH DIRECTOR AND KMP:

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

During the financial year, there was a change in the management and composition of the Board of
Directors of the Company with effect from November 14,2026 pursuant to the completion of the Open Offer
Process. Accordingly, the remuneration disclosed above represents the remuneration received by the
respective Directors/KMPs during the financial year. The percentage increase in remuneration has been
stated as "Not Applicable" in cases where the concerned Director/KMP was appointed during the financial
year and no comparable remuneration was payable to such person in the previous financial year.

39. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2025-26 to the Bombay Stock
Exchange.

40. ACKNOWLEDGEMENT:

Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put
in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their
continued support and the confidence reposed in the Company and its management.

41. CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and Analysis Report contain
certain statements relating to the future and therefore are forward looking within the meaning of
applicable securities, laws and regulations. Various factors such as economic conditions, changes in
government regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.

Place: Sri Lanka By and on behalf of Board of Directors

Date: 07-09-2026 Sd/-

Vinoth Kumar Mohanadas Whole time Director

(DIN:07616951)

Your directors'' have pleasure in presenting the 33^rd Annual Report on the business and
operations of your company along with the Audited Financial Statements for the year ended 31st
March 2025.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March, 2025.

2 BUSINESS PERFORMANCE:

During the year under review, the Company made a profit of Rs 30.23 Lakhs against a loss of Rs.20.26
lakhs in the previous year.

There is no change in the nature of the business.

3 SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2025 was Rs. 30,00,000/- (Rupees Thirty Lakhs
only).

4. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion. Your
Company have not recommended any dividend for the financial year 2024-25.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantee and Investments have been disclosed in the notes to financial statements.

6. TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during
the financial year 2024-25.

7. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review. There
are no outstanding deposits as on 31st March 2025.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year 2024-25, the Company had not entered into any material transaction with related
parties pursuant to the provisions of section 188 of the Companies Act, 2013. AOC-2 is attached to
this Report as Annexure III.

9. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion & Analysis Report on the business of the Company for the year
ended 31st March 2025 as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is
annexed as Annexure-I to this report.

10. RISK MANAGEMENT POLICY:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy
in place for identification of key risks to its business objectives, impact assessment, risk analysis,
risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration
with strategy and business planning. The Management identifies and controls risks through a
properly defined framework in terms of the aforesaid policy.

11. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 which are placed on the website of the Company
www.dhousingl.in

(i) Composition of Board of Directors and its committees.

(ii) Code of conduct for board and senior management personal.

(iii) Policy for prevention, prohibition and redressal of sexual harassment at the workplace.

(iv) Terms and conditions of appointment of Independent Directors.

(v) Policy on Board Diversity.

(vi) Vigil Mechanism/ Whistle Blower Policy.

(vii) Policy for determination of materialityof events or information.

(viii) Formalization program for I ndependent Directors.

(ix) Criteria for making payments to Non-Executive Directors.

(x) Policy on preservation and archival of documents.

(xi) Nomination and remuneration Policy

(xii) Performance Evaluation Policy.

(x i ii) Succession plan.

(xiv) Code of conduct for insider trading.

(xv) Policy for determination of material subsidiaries.

(xvi) Code of practices and procedures for fair disclosure of UPSI.

12. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management of the company. The policy also lays down the criteria for selection and
appointment of Board Members. The policy and details of Nomination and Remuneration is
available on the website of the Company at www.dhousingl.in

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration
Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes,
and independence of a director. and is available in the company website www.dhousingl.in
The Committee shall identify persons who are qualified to become Director and persons who
may be appointed in Key Managerial and Senior Management positions in accordance with the
criteria laid down in this policy.

2. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management
Personnel.

3. The Board shall carry out evaluations of the performance of every Director, KMP and Senior
Management Personnel at regular intervals (yearly).

4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the
prior/ post approval of the shareholders of the Company and Central Government, wherever
required.

5. Increments to the existing remuneration/ compensation structure may be recommended by the
Committee to the Board which should be within the slabs approved by the Shareholders in the
case of Managerial Personnel.

6. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie
Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for
indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such person
is proved to be guilty, the premium paid on such insurance shall be treated as part of the
remuneration.

7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for
attending meetings of the Board or Committee thereof.

8. Commission to Non-Executive/ Independent Directors If proposed may be paid within the
monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits
of the Company computed as per the applicable provisions of the Companies Act, 2013.

9. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

10. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS
FRONT:

Human Resources Employees are vital and most valuable assets. The Company has a favorable
work environment that encourages innovation and motivation. The Management continues to
invest in people through various Learning & Development initiatives and believes in nurturing
leaders among them, as far as possible and provide opportunities for growth across all levels.

11.INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at 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 and Rules framed thereunder. Internal Complaints Committee ("ICC”) is in
place for all works and offices of the Company to redress complaints received regarding sexual
harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on
the website of the Company at www.dhousingl.in

During the Financial Year under review, no complaints with allegation of sexual harassment were
filed with the ICC.

Internal Complaint Committee Members:

1. Mrs. Tikamchand Rakhi

2. Mr. Lakshmaiah Devarajulu

The Committee met once in the financial year 2024-25. The Company is committed to provide a
safe and conducive work environment to its employees during the financial year. Your directors
state that during the financial year 2024-25, there were no cases filed pursuant to the Sexual
harassment of Women at workplace (Prevention and Redressal) Act, 2013.

12. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates and joint venture companies.

13. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF
REPORT:

From April 2025 to the date of this Report, the following events has taken place:

- Increased the Authorized Share Capital of the Company from Rs 10,00,00,000/- (Rupees Ten Crores Only)
to Rs. 14,00,00,000/- (Rupees Fourteen Crores Only).

- Allotteed 67,00,000 Equity Shares of Rs. 10/- (Rupees ren only) each at an Issue price of Rs. 12/- (Rupees
Twelve Only) per share, on preferential basis to the persons other than Promoters.

- Allotteed 27,00,000 fully Convertible Equity Warrants ("Warrants/ Equity Convertible Warrants") on a prefer¬
ential basis at a price of Rs. 12/- (Rupees Twe lve Only) per warrant, convertible into 1 (one) equity share of
the face value of Rs. 10/- (Rs Ten only) each fully paid up at a premium of Rs. 2/- (Rs. Two only) per share to
the persons othe r than Promoters and all the warrants got converted into 27,00,000 Equity Shares thereby
increasing the total Paid-up Capital of the Company to 97,00,000 Equity Shares of Rs. 10/- each.

- Altered the Main Object of the Company from Real Estate developments into Information
Technology and Artificial Intelligence.

- Approval for Changing the Name of the Company.

- Changed and appointed the Secretarial Auditor M/s. Shivam Bhatt & Co., Company Secretaries in Practice,
as the Secretarial Auditor of the Company for conducting Secretarial Audit for the financial year 2025-26.

- On 07th April, 2025, Mr. Vinoth Kumar Mohandas ("Acquirer 1") along with Mrs. Suseela Kumarappan
("Acquirer 2") and collectively as ("Acquirers") have announced an Open Offer for acquisition of upto
30,94,000 fully paid-up Equity Shares of Rs. 10/- each from the shareholders of Dugar Housing
Developments Limited ("Target Company"), representing 26% of its Total Share Capital, at a price of Rs. 12/-
per EquityShare ("Offer Price").

14 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact
the going concern status of the Company and its future operations.

15. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board''s Report.

16. AUDITORS:

STATUTORY AUDITORS

During the year 2024-25, M/s. M Sahu & Co. Chartered Accountants (Firm Registration No.:
130001W), as the Statutory Auditors of the Company w.e.f. 24.02.2024 to fill the casual vacancy
caused by the resignation of previous statutory auditor M/s. M N & Associates, Chartered
Accountants (Firm Registration No. 018167S).

Comment on Statutory Auditor''s Report:

There are no qualifications, reservations, remarks or disclaimers made by M/s. M Sahu & Co,
Statutory Auditor, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. N.
Srividhya of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries
(Membership No. A34428, CP No: 14058) was appointed as a Secretarial Auditor w.e.f., 27th May
2024 to conduct the Secretarial Audit for the financial year 2024-2025.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as
Annexure II.

Qualification in Secretarial Audit Report

There are no material qualifications in the Secretarial Report except for few observations in the
Secretarial Audit report and the same has been taken on record for due action.

Board''s Reply:

The Company is taking due action for improving the LODR compliances
INTERNAL AUDITORS

Mr. Moganasundaram Chandrasekaran, Company Secretary, is the Independent Internal Auditor
of the Company. The Audit Committee determines the scope of internal Audit in line with
regulatory and business requirements.

COST AUDITORS

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under
the purview of Cost Audit.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board Composition

Mr. Lakshmaiah Devarajulu Whole-time Director

Mrs. Tikamchand Rakhi Woman Director

Mr. Zakir Hussain Munavar Independent Director

Mr. Suresh Rajasekar Independent Director

Mr. Ulhas Narayan Deosthale Additional Director

(Appointed w.e.f. 06.11.2025)

Mrs. Jankiben Brahmbhatt Additional Director

(Appointed w.e.f. 06.11.2025)

KMP of the Company

Mr. Moganasundaram Chandrasekaran Company Secretary

Mr. T. Padam Dugar Chief Financial Officer

Director''s appointment and Re-appointment:

Mr. Lakshmaiah Devarajulu (DIN: 07704260), who retires by rotation as a Director and being
eligible offers herself for re-appointment.

18. NUMBER OF MEETINGS OF THE BOARD AND BOARDS'' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performance of the Company. The Board Meetings are pre-scheduled, and a
tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the
Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under
section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.

19. COMPOSITION OF COMMITTEES OF THE BOARD

During the year all the recommendations of the Audit Committee were accepted by the
Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit
Committee is given as under:

20. BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared
after taking into consideration of the various aspects of the Boards'' functioning, the composition of
the Board and its committees, culture, execution and performance of specific duties, obligations,
and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks
and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

21. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors
held a Meeting on 14^th February 2025, without the attendance of Non-Independent Directors and
members of Management.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and
duties under the Act and other statutes and about the overall functioning and performance of the
Company. The policy and details of familiarization program is available on the website of the
Company at www.dhousingl.in.

23. INDEPENDENT DIRECTOR''S DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid
down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year
ended 31st March, 2025, which has been relied on by the Company and placed at the Board

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil
Mechanism policy for directors and employees to report concerns about unethical behaviors, actual
or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also
provides for adequate safeguards against the victimization of employees who avail themselves of
the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It
is affirmed that during the Financial Year 2024-25, no employee has been denied access to the Audit
Committee. The vigil mechanism policy is also available on the Company''s website
www.dhousingl.in

25. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule
8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control
systems to monitor business processes, financial reporting and compliance with applicable
regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The
Committee also reviews the observations forming part of internal auditors'' report, key issues and
areas of improvement, significant processes and accounting policies.

26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board
Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders
Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and
by employees. The Compliance Officer is responsible to ensure adherence to the Code by all
concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and
the designated employees in their business dealings and in particular on matters relating to
integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with
the Code.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth
of Rs. 500 crore or more, or a turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or
more during any financial year are required to constitute a CSR committee and our Company does
not meet the criteria as mentioned above, hence the Company has not constituted any Corporate
Social Responsibility Committee; and has not developed and implemented any Corporate Social
Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not
applicable to the Company.

28. EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, is available on company''s website and
can be accessed -www.dhousingl.in

29. DISCLOSURE REQUIREMENTS:

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 is of
the view that such systems are adequate and operating effectively.

30. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Director''s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under the Companies Act, 2013
are covered under the Board''s policy formulated by the Company and is available on the Company
website www.dhousingl.in

31. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and
confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2025, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.

b) They have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent, 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 profit and loss of the Company for the
year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and operating effectively.

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

During the year under review, there were no frauds reported by the Auditors on the employees or
officers of the Company under section 143(10) of the Companies Act, 2013.

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

A. CONSERVATION OF ENERGY:

a. In view of the pandemic and employees working from home the registered office has been
shifted to a very small place wherein there is absolutely no power consumption when
compared to the earlier years

b. Improvements in operating efficiency and reduction in the employee strength.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: NIL

(ii) Benefits derived
Production improvement: NIL
Cost Reduction: NIL

Production development or Import substitution; NIL

(iii) Import Technology; NIL

(iv) Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in lakhs)

33 CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, your Company does not fall under the purview of complying with
the provisions of Corporate Governance. During the year, with the approval of the Board of
Directors, your Company has informed the non-applicability provision to the Bombay Stock
Exchange.

Since the provision of Corporate Governance is not applicable for the entire Financial Year 2024-25,
a separate report of Corporate Governance is not disclosed in the Annual Report 2024-25.

34 DETAIL OF APPLICATION MAM OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There were no applications made nor any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year.

35. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR
AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

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

36 LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2024-25 to the Bombay
Stock Exchange.

37 ACKNOWLEDGEMENT:

Your directors also wish to place on record their appreciation for the hard work and unstinting
efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders
for their continued support and the confidence reposed in the Company and its management.

38 CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and Analysis Report
contain certain statements relating to the future and therefore are forward looking within the
meaning of applicable securities, laws and regulations. Various factors such as economic conditions,
changes in government regulations, tax regime, other statues, market forces and other associated
and incidental factors may however lead to variation in actual results.

Place: Chennai By and on behalf of Board of Directors

Date: 2 9-08-2025

Sd/-

Lakshmaiah Devarajulu
Whole time Director
(DIN:07704260)

Your directors'' have pleasure in presenting the 32nd Annual Report on the business and
operations of your company along with the Audited Financial Statements for the year ended 31st
March 2024.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March, 2024.

2. BUSINESS PERFORMANCE:

During the year under review, the Company incurred a loss of Rs. (20.25) lakhs against a Net
profit of Rs. 0.87 lakhs in the previous year.

There is no change in the nature of the business.

3. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 30,00,000/- (Rupees Thirty Lakhs
only).

The Company has got approval for Capital Reduction from NCLT, Special bench - II order dated
20^th September 2022.

The reduction of paid-up equity share capital of the Company will be from Rs. 3,00,00,000/-
(Rupees Three crores only) divided into 30,00,000 equity shares of face value Rs. 10/- each to Rs.
30,00,000/- (Rupees Thirty Lakhs only) divided into 3,00,000 equity shares of face value Rs. 10/-
each.

The Company received the Trading approval of 3,00,000 equity shares of Rs.10/- each pursuant to
reduction of share capital from BSE on 06th February 2024.

4. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion. Your
Company have not recommended any dividend for the financial year 2023-24.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the
Act, 2013 during the financial year 2023-24.

6. TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during
the financial year 2023-24.

7. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review. There
are no outstanding deposits as on 31st March 2024.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year 2023-24, the Company had not entered into any material transaction with related
parties pursuant to the provisions of section 188 of the Companies Act, 2013. AOC-2 is attached to
this Report as Annexure III.

9. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion & Analysis Report on the business of the Company for the year
ended 31st March 2024 as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is
annexed as Annexure-I to this report.

10. RISK MANAGEMENT POLICY:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy
in place for identification of key risks to its business objectives, impact assessment, risk analysis,
risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration

with strategy and business planning.

The Management identifies and controls risks through a properly defined framework in terms of
the aforesaid policy.

11. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 which are placed on the website of the Company
www.dhousingl.in

(i) Composition of Board of Directors and its committees.

(ii) Code of conduct for board and senior management personal.

(iii) Policy for prevention, prohibition and redressal of sexual harassment at the workplace.

(iv) Terms and conditions of appointment of Independent Directors.

(v) Policy on Board Diversity.

(vi) Vigil Mechanism/ Whistle Blower Policy.

(vii) Policy for determination of materiality of events or information.

(viii) Formalization program for Independent Directors.

(ix) Criteria for making payments to Non-Executive Directors.

(x) Policy on preservation and archival of documents.

(xi) Nomination and remuneration Policy

(xii) Performance Evaluation Policy.

(xiii) Succession plan.

(xiv) Code of conduct for insider trading.

(xv) Policy for determination of material subsidiaries.

(xvi) Code of practices and procedures for fair disclosure of UPSI.

12. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management of the company. The policy also lays down the criteria for selection and
appointment of Board Members. The policy and details of Nomination and Remuneration is
available on the website of the Company atwww.dhousingl.in

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration
Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes,
and independence of a director. and is available in the company websitewww.dhousingl.in
The Committee shall identify persons who are qualified to become Director and persons who
may be appointed in Key Managerial and Senior Management positions in accordance with the
criteria laid down in this policy.

2. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management
Personnel.

3. The Board shall carry out evaluations of the performance of every Director, KMP and Senior
Management Personnel at regular intervals (yearly).

4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the
prior/ post approval of the shareholders of the Company and Central Government, wherever
required.

5. Increments to the existing remuneration/ compensation structure may be recommended by the
Committee to the Board which should be within the slabs approved by the Shareholders in the
case of Managerial Personnel.

6. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie
Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for
indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such person
is proved to be guilty, the premium paid on such insurance shall be treated as part of the
remuneration.

7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for
attending meetings of the Board or Committee thereof.

8. Commission to Non-Executive/ Independent Directors If proposed may be paid within the
monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits
of the Company computed as per the applicable provisions of the Companies Act, 2013.

9. BOARD DIVERSITY:

Since the Company falls under the exempted category as provided under Regulation 15 of
Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation,
2015 disclosure on Board diversity is not applicable.

10. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

11. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS
FRONT:

Human Resources Employees are vital and most valuable assets. The Company has a favorable
work environment that encourages innovation and motivation. The Management continues to
invest in people through various Learning & Development initiatives and believes in nurturing
leaders among them, as far as possible and provide opportunities for growth across all levels.

12. INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at 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 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in

place for all works and offices of the Company to redress complaints received regarding sexual
harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on
the website of the Company atwww.dhousingl.in

During the Financial Year under review, no complaints with allegation of sexual harassment were
filed with the ICC.

Internal Complaint Committee Members:

1. Mrs. Tikamchand Rakhi

2. Mr. Lakshmaiah Devarajulu

The Committee met once in the financial year 2023-24. The Company is committed to provide a
safe and conducive work environment to its employees during the financial year. Your directors
state that during the financial year 2023-24, there were no cases filed pursuant to the Sexual
harassment of Women at workplace (Prevention and Redressal) Act, 2013.

13. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates and joint venture companies.

14. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under
Section 197 (14) of the Companies Act, 2013 not applicable.

15. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF
REPORT:

There are no material changes and commitments occurred between the end of the financial year of
the company to which the financial statements relate and the date of the report, affecting the
financial position of the company.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact
the going concern status of the Company and its future operations.

17. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board''s Report.

18. AUDITORS:

STATUTORY AUDITORS

M/S. M N & Associates, Chartered Accountants, (Firm Registration Number: 018167S) were re¬
appointing as statutory auditor of the company for the second term of five years in the 32nd
Annual General Meeting to be held on 24th September 2024 till the conclusion of 37th Annual
General Meeting.

Comment on Statutory Auditor''s Report:

There are no qualifications, reservations, remarks or disclaimers made by M/s. M N & Associates,
Statutory Auditor, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. N.
Srividhya of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries
(Membership No. A34428, CP No: 14058) was appointed as a Secretarial Auditor w.e.f., 27th May
2024 to conduct the Secretarial Audit for the financial year 2023-2024.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as
Annexure II.

Qualification in Secretarial Audit Report

There are no material qualifications in the Secretarial Report except for few observations in the
Secretarial Audit report and the same has been taken on record for due action.

Board''s Reply:

The Company is taking due action for improving the LODR compliances
INTERNAL AUDITORS

Mr. Moganasundaram Chandrasekaran, Company Secretary, is the Independent Internal Auditor
of the Company. The Audit Committee determines the scope of internal Audit in line with
regulatory and business requirements.

COST AUDITORS

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under
the purview of Cost Audit.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board Composition

Key Managerial Personnel

Director''s appointment and Re-appointment:

^ Mrs. Tikamchand Rakhi (having DIN: 07536466) who retires from office by rotation
and being eligible offers herself for reappointment.

20. NUMBER OF MEETINGS OF THE BOARD AND BOARDS'' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performance of the Company. The Board Meetings are pre-scheduled, and a
tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the
Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under
section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.

21. COMPOSITION OF COMMITTEES OF THE BOARD

During the year all the recommendations of the Audit Committee were accepted by the
Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit
Committee is given as under:

22. BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared
after taking into consideration of the various aspects of the Boards'' functioning, the composition of
the Board and its committees, culture, execution and performance of specific duties, obligations,
and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks
and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

23. SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards
i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of
Board of Directors and General Meetings respectively, have been duly complied with however
improvements in certain areas are being made.

24. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors
held a Meeting on 09^th February 2024, without the attendance of Non-Independent Directors and
members of Management.

25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and
duties under the Act and other statutes and about the overall functioning and performance of the
Company. The policy and details of familiarization program is available on the website of the
Company atwww.dhousingl.in.

26. INDEPENDENT DIRECTOR''S DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid
down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year
ended 31st March, 2024, which has been relied on by the Company and placed at the Board
Meeting

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil
Mechanism policy for directors and employees to report concerns about unethical behaviors, actual
or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also
provides for adequate safeguards against the victimization of employees who avail themselves of
the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It
is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit
Committee. The vigil mechanism policy is also available on the Company''s website
www.dhousingl.in

28. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule
8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control
systems to monitor business processes, financial reporting and compliance with applicable
regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The
Committee also reviews the observations forming part of internal auditors'' report, key issues and
areas of improvement, significant processes and accounting policies.

29. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board
Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders
Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and
by employees. The Compliance Officer is responsible to ensure adherence to the Code by all
concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and
the designated employees in their business dealings and in particular on matters relating to
integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with
the Code.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth
of Rs. 500 crore or more, or a turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or
more during any financial year are required to constitute a CSR committee and our Company does
not meet the criteria as mentioned above, hence the Company has not constituted any Corporate
Social Responsibility Committee; and has not developed and implemented any Corporate Social
Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not
applicable to the Company.

31. EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, is available on company''s website and
can be accessed -www.dhousingl.in

32. DISCLOSURE REQUIREMENTS:

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 is of
the view that such systems are adequate and operating effectively.

33. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Director''s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under the Companies Act, 2013
are covered under the Board''s policy formulated by the Company and is available on the Company
websitewww.dhousingl.in

34. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and
confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.

b) They have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent, 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 profit and loss of the Company for the
year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and operating effectively.

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

During the year under review, there were no frauds reported by the Auditors on the employees or
officers of the Company under section 143(10) of the Companies Act, 2013.

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

A. CONSERVATION OF ENERGY:

a. In view of the pandemic and employees working from home the registered office has been
shifted to a very small place wherein there is absolutely no power consumption when
compared to the earlier years

b. Improvements in operating efficiency and reduction in the employee strength.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: NIL

(ii) Benefits derived
Production improvement: NIL
Cost Reduction: NIL

Production development or Import substitution; NIL

(iii) Import Technology; NIL

(iv) Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in lakhs)

36. CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, your Company does not fall under the purview of complying with
the provisions of Corporate Governance. During the year, with the approval of the Board of
Directors, your Company has informed the non-applicability provision to the Bombay Stock
Exchange.

Since the provision of Corporate Governance is not applicable for the entire Financial Year 2023-24,
a separate report of Corporate Governance is not disclosed in the Annual Report 2023-24.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There were no applications made nor any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year.

38. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE
OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE
COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC: NIL

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or
Financial Institution.

40. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR
AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

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

41. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay
Stock Exchange.

42. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from
Wednesday, 18th of September 2024 to Tuesday, 24th of September 2024 (both days inclusive).

43. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement,
assistance, cooperation, and support given by the Central Government, the Government of Tamil
Nadu during the year. They also wish to convey their gratitude to all the customers, Auditors,
suppliers, dealers, and all those associated with the company for their continued patronage during
the year.

Your directors also wish to place on record their appreciation for the hard work and unstinting
efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders
for their continued support and the confidence reposed in the Company and its management.

44. CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and Analysis Report
contain certain statements relating to the future and therefore are forward looking within the
meaning of applicable securities, laws and regulations. Various factors such as economic conditions,
changes in government regulations, tax regime, other statues, market forces and other associated
and incidental factors may however lead to variation in actual results.

Place: Chennai By and on behalf of Board of Directors

Date: 07-08-2024

Sd/-

Lakshmaiah Devarajulu
Whole time Director
(DIN: 07704260)

Dear Members

The Directors have great pleasure in presenting the Twenty Second Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2014 and the Auditors' report thereon.

FINANCIAL RESULTS

(Amount In Rs.)

Particulars Standalone

2013-14 2012-13

Other Income 11,53,910 5,45,000

Expenditure 10,33,495 3,33,999

Depreciation and amortization expenses 30,161 36,781

Profit/(Loss) before tax 1,20,415 2,11,001

Less: Provision for

Current Tax -- --

Deferred Tax -- --

Profit / (Loss) after Tax 1,20,415 2,11,001

BUSINESS OUTLOOK

Real estate sector is burdened with high costs because of which there is little possibility of reduction in home prices in most micromarkets. Construction cost has increased by 40% in two years, while government taxes and premiums have also gone up substantially. This eliminates any scope for reduced prices, despite the weak market. Banks' reluctance to lend to real estate companies has led to increased cost of borrowing, adding to the overall cost. In fact, these factors will also result in an increase in prices in improved market conditions. The housing industry will revive at a faster pace if a stable government is formed after the general elections in 2014.

The Confederation of Real Estate Developers' Associations of India (CREDAI) has identified demand from tier-II and tier-III cities as an impetus for better real estate solutions. With rapid land and infrastructure development in smaller cities and towns, assisted by bank loans, higher earnings and improved standards of living, housing and construction demand will increase here.

The recent move to introduce Reits, or Real Estate Investment Trusts, is a progressive one as well. Reits are a great instrument to tap cash flow into the Indian economy, and help smaller investors access income-generating real estate assets. It will help both developers and investors, through better financing and investment options. This will give the Indian real estate market more depth. Providing tax incentives to REITs for investment in housing, especially the affordable housing sector, will increase chances of its success.

FIXED DEPOSITS, LOANS & ADVANCES

Your Company has not accepted any deposits from the public, or its employees during the financial year. Being the company does not have any subsidiary company/s the disclosure in pursuant to Clause 32 of the Listing Agreement, with regard to loans /advances and investments in its own shares by the listed companies, their subsidiaries, associates etc is not required

SUBSIDIARIES / JOINT VENTURES

The company does not have any Subsidiaries and Joint Venture Company. Therefore the company is not required to present in its Annual Report, the consolidated financial statements of holding Company and all of its subsidiaries duly audited by its statutory auditors.

DIVIDEND:

Your Directors are not recommending dividend for the year ended 31st March 2014.

STATUTORYSTATEMENTS

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

Your Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES

During the year under review there were no employees covered under section 217(2A) of the Companies Act, 1956. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the profit / loss of the Company for the year ended on that date.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company's securities are listed with Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and it has paid the respective annual listing fees up-to-date and there are no arrears.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES

Your Directors happy to inform you that pursuant to the application made to the BSE Limited for the best interest of the Company and stakeholders after due compliance of the legal requirements BSE vide their Notice No. 20130826-10 dated August 26, 2013 informed the trading members and also to Company that the suspension in trading of equity shares of the Company will be revoked with effect from Friday, August 26, 2013and according your Company equity shares are listed with the BSE Limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed by Mr.T.Padam Dugar, Whole Time Director, under strict supervision of the Board of Directors. The Board of Director of the Company consist of Mr.T.Padam Dugar, Mr.T.Ramesh Dugar, Mr.N.Tarachand Dugar, Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh.

In compliance with the provisions of the Companies Act, 2013 in accordance with the Company's Articles of Association, Mr.N.Tarachand Dugar, retire at this Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr.Gouthamchand, and Mr.Prakashchand Pramodh, were co-opted as an Additional Directors of the Company with effect from September 27, 2013, pursuant to the provisions of section 260 of the Companies Act, 1956. They holds office of the Director up to the date of ensuing Annual General Meeting. Your Directors recommends the resolution in relation to appointment of Mr.Prakashchand Pramodh and Mr.Prakashchand Pramodh as a Directors for the approval by the members of the Company.

The Company has also received the requisite disclosures/declarations from Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh stating that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. In terms clause 49 of the Listing Agreement, their tenure of office of independent Director has not been specified, therefore they shall hold office as Independent Director such till the conclusion of the ensuing AGM. Therefore the Board of Director proposed to appoint Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh as Independent Directors of the Company under the Companies Act, 2013 to hold office for 5 (Five) years.

In terms of section 149(1) of the Companies Act, 2013 and clause 49 of the Listing Agreement the Every Listed Company should have at least One Women Director in the Board. Further, in terms of section 203 of the Companies Act, 2013 and read Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. Your Company is taking effective steps to make such appointments.

Profile of all these Directors under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment at the Annual General Meeting are provided in the Corporate Governance Report and in the Explanatory Statement to the Notice.

Further during the year Mr. Prasanth C Jain and Ms. R.Vijayalakshmi, were resigned due to personal reasons on September 27, 2013. Your Directors wishes to express their sincere appreciation for the valuable services rendered by the resigned Directors during their respective tenure as Director of the Company.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

N.Tarachand Dugar T.Padam Dugar T.Ramesh Dugar Dugar Ins India Pvt Ltd

Dugar Housing Ltd Goodworth Properties Lazer Housingl Pushpa Dugar Private Limited

P.Annjana Dugar Shruthi Dugar Sachi Jain Jayshree Jain

R.Sonali Dugar - - -

COMPLIANCE CERTIFICATE

As per the Provisions to sub section (1) of Section 383A of Companies Act, 1956 Every Company having a paid up Share Capital of Rs.10 lakhs or more But less than Rs.5 Crores is required to file with the Registrar of Companies a Compliance Certificate from a Company Secretaries in Practice, and the said Certificate required to be attached with the Board's Report.

Members are hereby informed that, M/s.Rabi Narayan & Associates, Company Secretaries, Chennai, is our Company Secretary to issue Compliance Certificate and Compliance Certificate issued by them are enclosed herewith are forming part of this report.

AUDITORS

M/s.Krishnakumar & Associates, Chartered Accountants, (Registration No. FRN 006853S), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance and a Report of Management Discussion and Analysis is also annexed separately and forms part of this Report. The Whole Time Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of Clause 49(V) of Listing Agreement for the financial year ended March 31,2014.

GREEN INITIATIVES

Electronic copies of the Annual Report 2014 and Notice of the 33rd AGM are sent to all members whose email addresses are registered with the company /Depository Participant(s).For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the Notice of the 33rd AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions for e-Voting is provided in the Notice.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank our Bankers, ICICI Bank Ltd, Egmore Branch, Chennai 600008, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

For and on behalf of the Board of Directors of For DUGAR HOUSING DEVELOPMENTS LIMITED

N.Tarachand Dugar T.Padam Dugar Director Whole Time Director

Chennai Dated 22nd day of August 2014

The Directors have great pleasure in presenting the Twenty First Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2013 and the Auditors'' report thereon.

BUSINESS OUTLOOK

The management is cautious that the economy and the business sentiments are weak and is focused on optimization of costs and resources. Increasing offers are becoming available for joint venture developments with relatively small investments in land to take up large projects and this is seen as a credible opportunity for expanding business volume. The company continues to focus its development opportunity for the moment within the city of Chennai and its suburbs and will examine the feasibility of profitabl eventures to be taken in other cities in the city of Tamil nadugoing forward.

FINANCIAL RESULTS

(Amount In Rs.) Particulars Standalone 2012-13 2011-12

Other Income 5,45,000 9,75,762

Expenditure 3,33,999 6,03,160

Depreciation and amortization expenses 36,781 36,781

Profit/(Loss) before tax 2,11,001 3,72,602

Less: Provision for Current Tax Deferred Tax

Profit /(Loss) after Tax 2,11,001 13,72,602

BUSINESS OUTLOOK

The management is cautious that the economy and the business sentiments are weak and is focused on optimization of costs and resources. Increasing offers are becoming available for joint venture developments with relatively small investments in land to take up large projects and this is seen as a credible opportunity for expanding business volume. The company continues to focus its development opportunity for the moment within the city of Chennai and its suburbs and will examine the feasibility of profit ableventures to betaken in other citiesIn the cityof Tamilnadug oing forward.

SUBSIDIARIES/JOINTVENTURES

There are no Subsidiaries and Joint Venture Company

DIVIDEND:

Your Directors are no trecommending dividend for the year ended 31st March 2013

FIXED DEPOSITS

Your Company has not accepted any public deposits from the public or its employees during the year under review and as such, balance sheet.

STATUTORYSTATEMENTS

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

DUGARHOUSINGDEVELOPMENTSLIMITED

doesnotcarryonanymanu facturingactivityandaccordinglytheprovision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and DevelopmentandTechnologyAbsorptionisnotapplicable.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES

During the year under review the rewerenoemployee scovere dunder section 217(2A)of the Companies Act,1956.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement yourDirectorstothebestoftheirknowledgeandbeliefconfirmthat:

(i) in the preparation of the annual accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departure;

(ii) they have selected such accountingpoliciesandapplied them consistently and madejudgmentsandestimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial yearand of the profit/lossof the Companyforthatperiod;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

INTERNALCONTROLSANDTHEIRADEQUACY:

The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, thesystemsandproceduresareupgradedtosuitthechangingbusinessneeds.

STATEMENTPURSUANTTOLISTINGAGREEMENT

The company''s securities are listed with Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and it has paid the respective annual listing fees up-to-date and there are no arrears.

CORPORATEGOVERNANCEREPORTANDMANAGEMENTDISCUSSIONANDANALYSIS

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure ATogether with Reportof the AuditorsonthecompliancewiththesaidCodeanda ReportofManagementDiscussionandAnalysisisalso annexed separately.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES

Your Directors happy to inform you that pursuant to the application made to the Bombay Stock Exchange Limited (BSE) for the best interest of the Company and stakeholders after due compliance of the legal requirements BSE vide their notice NO.DCS/COMP/CL47C/MIS/RP/105/511634/2013 dated 28.05.2013 informed the trading members and also to Company thatthe suspension in trading of equity shares of the Company will be revoked

DIRECTORATE

The Company is managed by Mr.T.Padam Dugar, Whole Time Director, under strict supervision of the Board of Directors. In compliance with the provisions of the Companies Act, 1956 in accordance with the Company''s Articles of Association, Mr.T.Ramesh Dugar, Mr.D.Karunanishi and Mrs.R.Vijayalakshmi, retire at this Annual General Meeting and being eligible, offers themselvesforre-appointment.

Mr.T.Padam Dugar is the Whole-time Director of the Company. His tenure of expires on September 30,2013. The Board of Directors (based on the recommendation of the Remuneration Committee) at its meeting held on 30th July, 2013 have approved the re-appointment of Mr.T.Padam Dugaras the Whole-time Directorfor a period offive (05) years with effectfrom 01st October, 2013. The Board recommends the resolution as set out in item No.6 of the notice convening annual general meetingforapprovaloftheshareholdersasanOrdinaryResolution.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIALACQUISITIONOFSHARES&TAKEOVERS)REGULATIONS,1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares takeovers) Regulations, 1997.

COMPLIANCE CERTIFICATE

As per the Provisions to sub section (1) of Section 383Aof Companies Act, 1956 Every Company having a paid up Share Capital of Rs.10 lakhs or more But less than Rs.5 Crores is required to file with the Registrar of Companies a Compliance Certificate from a Company Secretaries in Practice, and the said Certificate required to be attached with the Board''s Report.

Members are hereby informed that, M/s.Rabi Narayan & Associates, Company Secretaries, Chennai, is our Company Secretary to issue Compliance Certificate and Compliance Certificate issued by them are enclosed herewith are forming partofthisreport.

AUDITORS

There,CharteredAccountantshaveexpressedtheirwillingnesstocontinue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuanttosection 224 (1B) of the CompaniesAct, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s.Krishnakumar & Associates., Chartered Accountantsas Auditors for afurtherperiodo fone year and to fixt heirr emuneration.

The Auditors Report to the Membersdoesnotcontainanyqua lificationoradverse remarks.

The Directors take this opportunity to thank our Bankers, ICICI Bank Ltd, Egmore Branch, Chennai 600008, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

For and on behalf of the Board of Directors of

For DUGAR HOUSING DEVELOPMENTS LIMITED

N.Tarachand Dugar T.Padam Dugar

Director Whole Time Director

Place: Chennai

Date : 21.05.2013

The Directors have great pleasure in presenting the 20th Annual Report along with the Audited Accounts for the year ended 31 st March 2012.

FINANCIAL HIGHLIGHTS

The Company has restructured its business operations and constructions.

A. SUMMARY OF FINANCIAL RESULTS

Rs.in Lakhs Year Ended Year Ended 31.03.2012 31.03.2011

Profit /(Loss (Before Depreciation and Tax) 4.10 3.82

Less Depreciation 037 0.43

Profit /(Loss)

Before Tax 3.73 03.39

Less : Direct Taxes Paid 0.00 0.00

Net Profit/(Loss) 3.73 3.39

Balance Brought Forward -295.07 -295.07

Amount available for appropriation

APPROPRIATION Proposed Dividend

Dividend Tax -

Transfer to General

Reserve -

Balance Carried to

Balance Sheet -291.34 -295.07

BUSINESS PERFORMANCE

The overall turnover of the company for the period under review was Rs.9.76 Lakhs. As required under corporate governance, the management discussion and analysis report reflects Company has several plans to improve the turnover and profitability.

DIVIDEND

No Dividend is being recommended for the year ended 31.03.2012.

DIRECTORS

Sri., Prashant C Jain, Director retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS

M/s Krishnakumar & Associates - Chartered Accountants, Chennai, retiring Auditors being eligible for reappointment are proposed to be reappointed to hold office up to the conclusion of the next Annual General Meeting.

PUBLIC DEPOSIT

The Directors hereby report that the company has not accepted any deposit during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report forms part of the Director's statement and is included as an annexure to this report.

PARTICULARS OF EMPLOYEES

No employees were covered under the purview of section 217 (2A) of the Companies Act 1956 read with Companies particulars of Employee's Rule, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Disclosure of particulars with respect to provisions of Section 217 (1 ) (e) of the Companies Act ,1956 and also required by the Companies (Disclosure Particulars in the Report of Board of Directors) Rules 1988 for the year ended 31st March 2012 do not apply to the company.

Disclosure u/s 217 (1)(e)

COMPLIANCE CERTIFICATE

Certificate from practicing company secretary as required under section 383A of the Act is annexed to this report.

Annexure-A

DIRECTORS RESPONSIBLY STATEMENT

As per the Companies (Amendment) Act 2000, the Directors have to give their responsibility statement, which is as follows.

(a) That in the preparation of annual accounts, the applicable accounting standards had been flowed along with proper explanation relating to material departures.

(b) That the Directors had 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 loss of the Company.

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act to safeguarding the assets of the Company and for preventing and detecting other frauds and irregularities.

(d) That the Directors prepared the annual accounts on a going concern basis.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH COMPANY'S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted the Code of Conduct for its Non-Executive Directors. The Code of Conduct copies can be availed from Company.

I confirm that the Company has in respect of the financial year ended 31st March 2012 received from the Management Personnel of the Company and the Members of the Board a declaration of compliance with the code of conduct as applicable to them.

Discussion on financial performance with respect to operational performance - Please refer to director's report

ACKNOWLEDGEMENTS

The Company is grateful for the cooperation and assistance extended by the government and also wish to place on record their thanks and appreciation to the Employees for their hard work and dedication.

By order of the Board

Chennai T. Padam Dugar

31.07.2012 Whole Time Director

The Directors have great pleasure in presenting the 18th Annual Report along with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

The Company has restructured its business operations and constructions.

A. SUMMARY OF FINANCIAL RESULTS

Rs.in Lakhs

Year Ended Year Ended

31.03.2010 31.03.2009

Profit /(Loss (Before Depreciation and Tax) 1.82 6.55

Less Depreciation 0.51 0.61 Profit /(Loss)

Before Tax 1.31 -7.16

Less : Direct Taxes Paid 0.00 0.12

Net Profit/(Loss) 1.31 -7.28 Balance Brought

Forward -298.46 -299.77

Amount available for appropriation

APPROPRIATION

Proposed Dividend

Dividend Tax -

Transfer to General Reserve -

Balance Carried to Balance Sheet -298.46 -299.77

BUSINESS PERFORMANCE

The overall turnover of the company for the period under review was Rs.6.00 Lakhs. As required under corporate governance, the management discussion and analysis report reflects Company has several plans to improve the turnover and profitability.

DIVIDEND

No Dividend is being recommended for the year ended 31.03.2010.

DIRECTORS

Sri., N.Tarachand Dugar , Promoter Director retires by rotation and being eligible, offers himself for re appointment.

AUDITORS

M/S Krishnakumar & Associates , Chartered Accountants , Chennai , retiring Auditors being eligible for reappointment are proposed to be reappointed to hold office up to the conclusion of the next Annual General Meeting .

PUBLIC DEPOSIT

The Directors hereby report that the company has not accepted any deposit during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report forms part of the Director’s statement and is included as an annexure to this report.

PARTICULARS OF EMPLOYEES

No employees were covered under the purview of

section 217 (2A) of the Companies Act 1956 read with Companies particulars of Employee’s Rule, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Disclosure of particulars with respect to provisions of Section 217 (1) (e) of the Companies Act ,1956 and also required by the Companies (Disclosure Particulars in the Report of Board of Directors) Rules 1988 for the year ended 31st March 2010 do not apply to the company.

Annexure-A

DIRECTORS RESPONSIBILY STATEMENT

As per the Companies Act 1956, the Directors have to give their responsibility statement, which is as follows.

(i) That in the preparation of annual accounts, the applicable accounting standards had been flowed along with proper explanation relating to material departures.

(ii) That the Directors had 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 loss of the Company.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act to safeguarding the assets of the Company and for preventing and detecting other frauds and irregularities.

(iv) That the Directors prepared the annual accounts on a going concern basis.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH COMPANY’S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted the Code of Conduct for its Non-Executive Directors. The Code of Conduct copies can be availed from Company.

I confirm that the Company has in respect of the financial year ended 31st March 2010 received from the Management Personnel of the Company and the Members of the Board a declaration of compliance with the code of conduct as applicable to them.

ACKNOWLEDGEMENTS

The Company is grateful for the cooperation and assistance extended by the government and also wish to place on record their thanks and appreciation to the Employees for their hard work and dedication.

By order of the Board

Chennai T.Padam Dugar

31.07.2010 Whole Time Director