Directors Report of DMR Engineering Ltd.

Mar 31, 2025

Your directors are pleased to present the 16^th Annual Report on the business and operations
of DMR Hydroengineering & Infrastructure Limited (hereinafter referred to as the
“Company”) along with the audited financial statements for the financial year ended March
31, 2025.

1. FINANCIAL SUMMARY

The financial performance of the Company is summarized below:

	Particulars	For the financial year ended 31.03.2025	For the financial year ended 31.03.2024
I	Revenue from Operations	1046.85	702.14
II	Other Income	32.96	34.21
III	Total Revenue (I II)	1079.81	736.35
IV	Total expenses (IV)	858.57	529.57
V	Profit before tax (III-IV)	221.24	206.77
VI	Tax Expense
	1 Current Tax	52.16	55.39
	2 Deferred Tax	(1.52)	(3.06)
	Total Tax Expense (VI)	50.64	52.33
VII	Profit/(Loss) for the period (V-VI)	170.59	154.44
VIII	Earnings per equity share
	(1) Basic	4.43	4.08
	(2) Diluted	4.43	4.08

2. REVIEW OF OPERATIONS AND PERFORMANCE

As of March 31, 2025, the Company witnessed a growth of 49.09% in its revenue from
operations i.e., from Rs. 702.14 Lakhs in the previous financial year 2023-24 to Rs.
1046.85 Lakhs during the financial year 2024-25 and the net profit of the Company grew
by 10.46% from Rs. 154.44 Lakhs in the previous financial year 2023-24 i.e., to Rs.
170.59 Lakhs in the financial year 2024-25.

3. DIVIDEND

The Board of Directors in its meeting held on Monday, July 14, 2025, has recommended
to the shareholders a final dividend of Rs. 0.13/- per equity share for the financial year
2024-25. The final dividend, if declared as above, would entail a total outflow of approx.
Rs. 5,18,555/-. The dividend payment is subject to approval of members at the ensuing
16^h Annual General Meeting.

4. TRANSFER TO RESERVES

The Board of Directors proposed to transfer rest of the amount after paying dividend to
the reserves.

5. CHANGES IN SHARE CAPITAL
AUTHORIZED SHARE CAPITAL

During the year under review, the authorized share capital of the Company was Rs.
11,00,00,000/- (Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten
Lakh only) Equity Shares of Rs. 10/- (Rupees Ten) each.

PAID-UP SHARE CAPITAL

During the year under review, the Company offered, issued and allotted up to 1,89,685
(One Lakh Eighty-Nine Thousand Six Hundred Eighty-Five only) equity shares (‘Rights
Equity Shares’), having face value of Rs. 10/- (Rupees Ten only) each fully paid-up
(“Equity Shares”) at a price of Rs. 140 (Rupees One Hundred Forty only) (‘Issue Price’)
per equity share including a premium of Rs. 130 (Rupees One Hundred Thirty only) per
equity share for an amount aggregating up to Rs. 2,65,55,900 (Rupees Two Crore Sixty-
Five Lakh Fifty-Five Thousand Nine Hundred only) on a Right Basis (‘Right Issue’) to
the eligible shareholders and/or renounces of the Company in the ratio of 1 Rights Shares
for every 20 equity shares held by such eligible shareholders as on the Record Date.

During the year under review, the Company had received payment in full from all the
proposed allottees in respect of the issue of 5500 Stock Options convertible into 5500
equity shares of the Company having face value of Rs. 10/- (Rupees Ten Only) each fully
paid-up (“Equity Shares”) for cash consideration at a price of Rs. 45/- each (Rupees
Forty-Five only) including, at a premium of Rs. 35/- (Rupees Thirty-Five only) per equity
share aggregating to Rs. 247,500/- (Rupees Two Lakhs Forty-Seven Thousand Five
Hundred only) ranking pari passu with the existing Equity shares, to the eligible
employees pursuant to the ESOP Grant I under DMR Employees Stock Option Plan
2023 (“Plan” or “Scheme”) in the Company.

The paid-up equity share capital as on March 31, 2025, was Rs. 3,98,88,850 (Rupees
Three Crore Ninety-Eight Lakh Eighty-Eight Thousand Eight Hundred Fifty only)
divided into 39,88,885 (Rupees Thirty-Nine Lakh Eighty-Eight Thousand Eight Hundred
Eighty-Five only) fully paid-up equity shares having face value of Rs. 10/- (Rupee Ten
only) each.

6. EMPLOYEE STOCK OPTION PLAN (ESOP)

Your Company has instituted DMR Employees Stock Option Plan 2023 (“Plan” or
“Scheme”), in order to reward, attract, motivate and retain its employees, existing or
future, for their performance and for their contribution to the growth and profitability of
the Company.

The Nomination and Remuneration Committee administers these plans. The stock option
plans are in compliance with the Securities and Exchange Board of India (Share Based
Employee Benefit and Sweat Equity) Regulations, 2021, there have been no material
changes to these plans during the financial year. Disclosures on various plans, details of
options granted, shares allotted upon exercise, etc. as required under these regulations are
available on the Company’s website at https://dmrengineering.net/other-disclosures/ No
employee was issued stock options during the year equal to or exceeding 1% of the issued
capital of the Company at the time of grant.

Pursuant to the requirements of the SEBI (Share Based Employee Benefit and Sweat
Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of the
Company confirming that the Plan has been implemented in accordance with the said
Regulations and in accordance with the resolution passed by the Company in the General
Meeting.

7. LISTING OF SHARES

During the year under review, the Company has been paid the annual listing fees to BSE
Limited for the financial year 2024-25.

8. SUBSIDIARIES COMPANIES

As of March 31, 2025, your Company had a wholly-owned subsidiary namely “DMR
Consulting USA Inc.” in Cupertino, United States of America and two subsidiary
companies viz., DM Consulting Engineers Private Limited (“DM Consulting”) and DM
Gates and Penstocks Private Limited (“DM Gates and Penstocks”), Faridabad, Haryana,
India. The statement under Section 129(3) of the Companies Act, 2013 in respect of the
subsidiaries in Form AOC-1 is annexed and marked as Annexure-I. The Consolidated
Accounts of your Company duly audited by the Statutory Auditors are presented as part
of this Report.

The financial statements together with related information and other reports of the
subsidiaries are available on the website at https://www.dmrengineering.net/financial-
statement-of-subsidiaries/

9. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of your Company during the Period
under review.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors of your
Company, to the best of their knowledge, belief and ability and explanations obtained by
them, state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025,
the applicable accounting standards have been followed and there are no material
departures from the prescribed accounting standards;

b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of your Company at the end of the financial
year 2024-25 and of the profit and loss of your Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of your Company and for preventing and detecting fraud and other
irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

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

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2025, the Board of the Company was duly constituted with 6 (Six)

Directors comprising of 1 (One) Managing Director, 2 (Two) Whole-Time Directors, 1

(One) Non-Executive Director and 2 (Two) Independent Directors. During the Period

under review, there were following changes in the Board of Directors of the Company:

i. Mr. Surajit Dutta (DIN: 06687032) was liable to retire by rotation under the
provision of the Companies Act, 2013, and the Board has not recommended his
re-appointment. As a result, Mr. Dutta’s has retired from his position as Director,
effective from August 23, 2024.

ii. Mr. Shyam Lal Kapil (DIN: 10249705), Non-executive Director has vide his
resignation letter dated August 29, 2024 resigned from the Board of the Company
with effect from the closing hours of August 29, 2024, on account of his
increasing professional commitments and time constraints.

iii. Mr. Dahyalal Bansilal Prajapati (DIN: 09592327), Independent Director has vide
his resignation letter dated March 11, 2025, resigned from the Board and
Committees of the Company, with effect from the closing hours of March 11,
2025, on account of his increasing other professional commitments.

Further, the following changes have taken place in the Board of Directors of the

Company post the financial year 2024-25.

1. The Board of Directors of the Company in its meeting held on July 14, 2025 has re¬
appointed Mr. Subhash Chander Mittal (DIN: 02861072) as a Managing Director of
the Company, for a period of 5 years, with effect from October 01, 2025, subject to
the approval of the shareholders of the Company in the upcoming Annual General
Meeting of the Company.

2. The Board of Directors of the Company in its meeting held on July 14, 2025 has re¬
appointed Mrs. Neelam Mittal, (DIN: 02861064) as a Whole-time Director of the
Company, for a period of 5 years, with effect from October 01, 2025, subject to the
approval of the shareholders of the Company in the upcoming Annual General
Meeting of the Company.

3. The Board of Directors of the Company in its meeting held on July 14, 2025 has also
approved the change in designation of Mr. Krishan Kumar Gupta (DIN: 10249694)
from Whole-time Director to Non-executive Director of the Company, with effect
from July 14, 2025 subject to the approval of the shareholders in the upcoming
Annual General Meeting of the Company.

4. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Bangam Prasad Rao (DIN: 09335571), was liable to
retire by rotation under the provision of the Companies Act, 2013, and the Board has
not recommended his re-appointment. As a result, Mr. Rao has retired from his
position as Director, effective from July 14, 2025.

In terms of Section 203 of the Companies Act 2013, the following are the Key
Managerial Personnel of the Company:

i. Mr. Subhash Chander Mittal, Chairman and Managing Director;

ii. Mrs. Neelam Mittal, Whole-time Director;

iii. Mr. Bal Mukund Kumar, Chief Financial Officer;

iv. Mr. Ravinder Kumar Bhatia, Company Secretary and Compliance Officer;

v. Mr. Divay Mittal, Executive-vice President and Key Managerial Personnel.

12. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of your Company have submitted their declarations
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act, read with rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and are not disqualified from continuing as Independent Directors
of your Company.

Further, all the Independent Directors of your Company have complied with the
requirement of inclusion of their names in the Databank of Independent Directors
maintained by Indian Institute of Corporate Affairs.

Further, in the opinion of Board of Directors, the Independent Directors of the Company
are the persons of integrity and possess relevant expertise and experience (including the
proficiency).

13. POLICY ON REMUNERATION OF DIRECTORS, KMPS, AND OTHER
EMPLOYEES

The remuneration paid to the Directors, KMPs and employees of the Company is in
accordance with its Nomination and Remuneration Policy formulated under Section 178
of the Act.

The Remuneration Policy of the Company has been formulated to create a high-
performance culture in the Company. It enables the Company to attract, retain and
motivate employees to achieve results. Our Business Model promotes customer centricity
and requires employee mobility to address project needs. This Policy sets out the guiding
principles for the Nomination and Remuneration Committee for recommending to the
Board the remuneration of the directors, KMPs and other employees of the Company.

The Remuneration Policy duly approved by the Board of Directors, is uploaded on the
website of the Company. The web link to the Remuneration Policy is as under:
https://www.dmrengineering.net/pdf/policies/Remuneration-Policy DMR-1.pdf

14. NUMBER OF BOARD MEETINGS & COMMITTEE MEETINGS

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business strategies/policies
and review the financial performance of the Company, apart from other statutory matters
as required to be deliberated and approved by the Board. The notice and detailed agenda
along with the relevant notes and other material information are sent in advance
separately to each Director.

During the Period under Review, the Board of Directors met 6 times i.e. on April 25.
2024, July 01, 2024, August 23, 2024, October 15, 2024, December 09, 2024 and March
24, 2025.

All the meetings were held with a gap of less than 120 days.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, the Company has constituted the
Audit Committee. The Committee inter alia reviews the Financial Statements before they
are placed before the Board, related party transactions, the internal control system, reports
of Internal Auditor and compliance of various Regulations.

As on March 31, 2025, the Committee consisted of Mrs. Rachana Agrawal, Independent
Director, Mr. Dahyalal Bansilal Prajapati, Independent Director, Ms. Anita Goyal,
Independent Director of the Company. Mrs. Rachana Agrawal acted as the Chairperson of
the Committee.

During the Period under Review, the Audit Committee met 5 times i.e. on April 25, 2024,
August 23, 2024, October 15, 2024, December 09, 2024 and March 24, 2025.

Due to change in the Board structure of the Company post March 31, 2025, the
Committee constitution has also changed and the same may be accessed under the head
‘Corporate Information’ forming part of the Annual report.

NOMINATION AND REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, the Company has constituted the
Nomination & Remuneration Committee. The Committee inter alia identifies persons
who are qualified to become directors and who may be appointed in the senior
management.

As of March 31, 2025, the Committee consisted of Mr. Dahyalal Bansilal Prajapati,
Independent Director, Mr. Subhash Chander Mittal, Chairman and Managing Director,
Mrs. Rachana Agrawal, Independent Director, Mr. Bangam Prasad Rao, Non-eceutive
Director of the Company. Mr. Dahyalal Bansilal Prajapati acted as the Chairperson of the
Committee.

During the Period under Review, the Nomination & Remuneration Committee met 5
times i.e. on April 25, 2024, August 23, 2024, December 03, 2024, January 31, 2025 and
March 24, 2025.

Due to change in the Board structure of the Company post March 31, 2025, the
Committee constitution has also changed and the same may be accessed under the head
‘Corporate Information’ forming part of the Annual report.

STAKEHOLDER RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, the Company has constituted the
Stakeholders’ Relationship Committee. The Committee inter alia reviews the grievance
of the security holders of the Company and redressal thereof.

As of March 31, 2023, the Committee consisted of Ms. Anita Goyal, Independent
Director, Mr. Subhash Chander Mittal, Chairman and Managing Director, Mr. Krishan
Kumar Gupta, Whole-time Director of the Company. Ms. Anita Goyal acted as the
Chairperson of the Committee.

During the Period under Review, one (1) meeting of the Stakeholders’ Relationship
Committee was held on March 24, 2025.

Due to change in the Board structure of the Company post March 31, 2025, the
Committee constitution has also changed and the same may be accessed under the head
‘Corporate Information’ forming part of the Annual report.

15. PERFORMANCE EVALUATION

The Nomination and Remuneration Committee in its meeting held on January 31, 2025
had also carried out evaluation of performance of the Board, its committees and
individual directors.

Further, the Board of Directors in its meeting held on April 25, 2025 carried out the
performance evaluation of independent directors, and the individual directors of the
Company which excluded the Director being evaluated.

Further, pursuant to the provisions of the Act, the Independent Directors in their meeting
held on March 24, 2025 had evaluated the performance of Non-Independent Directors,
Chairperson of the Company after considering the views of the Executive and Non¬
Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of
flow of information between the Company’s Management and the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

16. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Corporate Social Responsibility are not
applicable to the Company.

17. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down adequate Internal Financial Controls which ensure
compliance with various policies, practices and statutes in keeping with the organization’s
pace of growth and increasing complexity of operations for orderly and efficient conduct
of its business.

The adequacy and effectiveness of internal financial controls of the Company has been
regularly evaluated with regard to the following:

i. Systems have been laid to ensure that all transactions are executed in accordance
with management''s general and specific authorization. There are well-laid
manuals for such general or specific authorization.

ii. Systems and procedures exist to ensure that all transactions are recorded as
necessary to permit preparation of Financial Statements in conformity with
Generally Accepted Accounting Principles or any other criteria applicable to such
statements, and to maintain accountability for aspects and the timely preparation
of reliable financial information.

iii. Access to assets is permitted only in accordance with management''s general and
specific authorization. No assets of the Company are allowed to be used for
personal purposes, except in accordance with terms of employment or except as
specifically permitted.

iv. The existing assets of the Company are verified/checked at reasonable intervals
and appropriate action is taken with respect to differences, if any.

v. Proper systems are in place for prevention and detection of frauds and errors and
for ensuring adherence to the Company’s policies.

18. DEPOSITS

During the year under review, the Company did not invite or accept any deposits from the
public in terms of Chapter V of the Act. There was no default in repayment of deposits or
payment of interest thereon during the year under review.

Further, the details of exempted deposits accepted by the Company during the year under
review, has been provided in the financial statements of the Company.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES UNDER SECTION 188 OF THE ACT

All related party transactions that were entered into during the year under review, were on
arm’s length basis and in the ordinary course of business. No materially significant
related party transactions which required the approval of members, were entered into by
the Company during the Period under review. Further, all related party transactions
entered into by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered into by the Company with related
parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules
framed thereunder, in the Form No. AOC-2 is annexed and marked as Annexure-II.

20. LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Details of loans, guarantees and investment covered under the provisions of section 186
of the Companies Act, 2013 read with the rules framed thereunder, as amended from time
to time, are given in the notes to the financial statements. The Company has complied
with the requirements of the aforementioned section of the Act, and read with the rules
framed thereunder, as amended from time to time.

21. STATUTORY AUDITORS

The Statutory Auditors have submitted their Report on the Financial Statements for the
financial year ended March 31, 2025, which forms part of this Report. The Statutory
Audit Report does not contain any qualification, qualification, reservation or adverse
remark. The Auditor’s Report read together with the notes to Accounts is self-explanatory
and therefore, in the opinion of the Directors, do not call for any further explanation.

22. SECRETARIAL AUDITOR

The Board of Directors of the Company at its meeting held on April 25, 2025 had
appointed M/s Dilip Swarnkar & Associates, Practicing Company Secretaries, Mumbai
(Firm Unique Code S2022MH892300) as Secretarial Auditors of the Company for
conducting the Secretarial Audit of the financial year ended March 31, 2025.

The Secretarial Auditors have submitted their report to the Board of Directors and the
same is annexed and marked as Annexure-III.

The Secretarial Audit Report does not contain any qualification, qualification, reservation
or adverse remark. Further, the Secretarial Audit Report is self-explanatory and therefore,
in the opinion of the Directors, do not call for any further explanation.

23. INTERNAL AUDITOR

The periodic reports of the said internal auditors are regularly placed before the Audit
Committee along with the comments of the management on the action taken to correct
any observed deficiencies on the working of the various departments.

24. PARTICULARS OF EMPLOYEES AND REMUNERATION UNDER SECTION
197(12) OF THE COMPANIES ACT, 2013

The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed and marked as Annexure-IV.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information with respect to energy conservation, technology absorption and foreign
earnings and outgo is annexed and marked as Annexure-V.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2024-25, as required
under Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is annexed and
marked as Annexure-VI.

27. MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost accounting records as specified under
Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014.

28. VIGIL MECHANISM & WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act, the Company has framed a ‘Whistle
Blower Policy’ to establish Vigil Mechanism for directors and employees to report
genuine concerns within the Company. This policy provides a process to disclose
information, confidentially and without fear of reprisal or victimization, where there is
reason to believe that there has been serious malpractice, fraud, impropriety, abuse or
wrong doing within the Company. The Company ensures that no personnel have been
denied access to the Chairperson of the Audit Committee.

The Policy is available on the website of the Company at

https://dmrengineering.net/pdf/policies/4.-Whistle-Blower-Policy DMR.pdf

29. RISK MANAGEMENT

The Company has put in place a risk management policy in order to inter alia ensure the
proper risk identification, evaluation, assessment, prioritization, treatment, mitigation, and
monitoring. Further the risk management policy also provides a demarcation the role of
the Board of Directors, and Audit Committee for the purpose effective Risk Management.

The Company follows a practice of identification of various risks pertaining to different
businesses and functions of the Company, which may threaten its existence from time to
time.

Major risks elements associated with the businesses and functions of the Company have
been identified and are being addressed systematically through mitigating actions on a
continuing basis.

The Audit Committee under the supervision of the Board, periodically review and
monitor the steps taken by the Company to mitigate the identified risks elements.

30. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/
UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any shares in the demat suspense account or unclaimed
suspense account.

31. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of
the Companies Act, 2013 to the Audit Committee or the Board of Directors during the
year under review.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF YOUR COMPANY SINCE THE CLOSE OF FINANCIAL YEAR
ENDED MARCH 31, 2025 AND TO THE DATE OF THIS REPORT

There have been no other material changes and commitments affecting the financial
position of the Company since the close of financial year ended March 31, 2025 and to
the date of this report.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the
Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Act.

34. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company for
the financial year ended March 31, 2025 is available on the website of the Company at
https://dmrengineering.net/annual-report/

The signed Annual Return shall be available on the website of the Company after the
same is filed with the Registrar of Companies.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the year under review, there were no significant and material orders passed by any
regulator/court/tribunal impacting the going concern status and the Company’s operations
in future.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company is committed to creating a safe and healthy work environment, where every
employee, customer and other individual are treated with respect and are able to work
without fear of discrimination, prejudice, gender bias or any form of harassment at
workplace.

The Company has in place an Anti-Sexual harassment Policy in line with the
requirements of the Sexual harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.

Your directors state that during the year under review, there were no cases filed pursuant
to the Sexual harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no such instance during the year under review.

38. 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

There was no such instance during the year under review.

39. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic
copy of the Notice of 16th Annual General Meeting of the Company including the Annual
Report for the Financial year 2024-25 are being sent to all Members whose e-mail
addresses are registered with the Company / Depository Participant(s).

40. APPRECIATION AND ACKNOWLEDGEMENTS

Your Board of Directors places on record its sincere thanks, appreciation and heartfelt
gratitude for the continuing support of banks, vendors, clients, investors, Central
Government, State Governments and other regulatory authorities who have
wholeheartedly supported the Company in its prolific journey over more than 16 years.

Your directors wish to place on record its deep sense of appreciation for the committed
services by all the employees of the Company.

For and on behalf of the Board of Directors of
DMR Hydroengineering and Infrastructures Limited

Sd/- Sd/-

Subhash Chander Mittal Neelam Mittal

Chairman & Managing Director Whole-time Director

DIN: 02861072 DIN: 02861064

Place: Faridabad
Date: 14.07.2025

---

Mar 31, 2024

Your directors are pleased to present the 15^th Annual Report on the business and operations of DMR Hydroengineering and Infrastructure Limited (hereinafter referred to as the “Company”) along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company is summarized below:

(Amount in Lakhs)

	Particulars	For the year	For the year
		ended 31.03.2024	ended 31.03.2023
I	Revenue from Operations	702.14	437.73
II	Other Income	34.21	8.99
III	Total Revenue (I II)	736.35	446.72
IV	Total expenses (IV)	529.85	344.51
V	Profit before tax (III-IV)	206.49	102.21
VI	Tax Expense
	1 Current Tax	55.39	23.18
	2 Deferred Tax	(3.06)	2.01
	Total Tax Expense (VI)	52.33	25.20
VII	Profit/(Loss) for the period (V-VI)	154.17	77.01
VIII	Earnings per equity share
	(1) Basic	4.08	2.07
	(2) Diluted	4.08	2.07

2. OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

During the Financial year 2023-24, the Company witnessed a growth of 60.40% in its revenue from operations i.e., from Rs. 437.73 Lakhs in the previous year to Rs. 702.14 Lakhs in the current year. Further, the net profit of the Company grew by 100.19% i.e., from Rs. 77.01 Lakhs in the previous year to Rs. 154.17 Lakhs in the current year.

The overall performance of the Company during financial year 2023-24, reinforces the effectiveness of the initiatives undertaken by the Company’s Management leveraging better business opportunities.

3. DIVIDEND

The Board of Directors in its meeting held on August 23, 2024, has recommended to the shareholders a final dividend of Rs. 0.12/- per equity share for the financial year 2023-24.

The final dividend, if declared as above, would entail a total outflow of approx. Rs. 4,55,244. The dividend payment is subject to approval of members at the ensuing 15^h Annual General Meeting.

4. TRANSFER TO RESERVES

The Board of Directors proposed to transfer rest of the amount after paying dividend to the reserves.

5. CHANGES IN SHARE CAPITAL AUTHORIZED SHARE CAPITAL

During the period under review, the authorized share capital of the Company was increased from Rs. 4,00,00,000/- (Rupees Four Crore only) divided into 40,00,000 (Forty Lakhs only) Equity Shares of Rs.10/- (Rupees Ten) each to Rs. 11,00,00,000/- (Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakh only) Equity Shares of Rs. 10/- (Rupees Ten) each at the 14^th Annual General Meeting held on Friday, September 08, 2023.

PAID-UP SHARE CAPITAL

At the same AGM, the Company had issued, offered and allotted the 67,500 (Sixty-Seven Thousand Five Hundred Only) having face value of INR 10/- (Rupee Ten Only) each fully paid-up (“Equity Shares”) for cash consideration at a price of Rs. 70.18/- (Rupees Seventy and Paisa Eighteen only) per equity share including, at a premium of INR 60.18 (Rupees Sixty and Paisa Eighteen only) per equity share aggregating to INR 47,37,150/-(Rupees Forty-Seven Lakh Thirty-Seven Thousand One Hundred Fifty Only) ranking pari passu with the existing Equity shares, to the selected persons, by way of a preferential issue on a private placement basis (“Preferential issue”). The paid-up equity share capital as on March 31, 2024, was 3,79,37,000/- (Rupees Three Core Seventy-Nine Lakh Thirty-Seven Thousand only) consisting of 37,93,700 (Thirty-Seven Lakh Ninety-Three Thousand Seven Hundred only) equity shares of 10/- (Rupee Ten) each.

6. DISCLOSURES WITH RESPECT TO EMPLOYEE STOCK OPTION SCHEME

During the period under review, in order to reward, attract, motivate and retain its employees, existing or future, in or outside India, for their performance and for their contribution to the growth and profitability of the Company, it was proposed to carry out the “DMR Employees Stock Option Plan 2023 (“Plan” or “Scheme”) in the Company.

Pursuant to the provisions of Section 62(1)(b) of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are attached as Annexure I and Annexure II.

Pursuant to Regulation 13 of SEBI (SBEB & Sweat Equity Shares) Regulations, 2021, the Secretarial Auditor of Company i.e. Dilip Swarnkar & Associates has issued compliance Certificate dated 02nd September, 2024 confirming that the DMR

Hydroengineering & Infrastructures Limited Employee Stock Option Plan 2023 is in compliance with the SEBI (SBEB & Sweat Equity Shares) Regulations, 2021.

In this regard, the Board of Directors and Nomination and Remuneration Committee designated as Compensation Committee in accordance with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”), at their respective meetings held on Saturday, February 04, 2023 had approved the Scheme. Subsequently, the members of the Company in their 14^th Annual General Meeting dated September 08, 2023 had also approved the same. The Company filed an application with BSE Limited on October 07, 2023, to obtain In-principle approval for implementing the Scheme. The Company received In-principle approval for 2,00,000 equity shares of Rs. 10 each/- to be issued under DMR ESOP Plan 2023 from BSE Limited on October 17, 2023.

7. LISTING OF SHARES

During the period under review, the Company has been paid the annual listing fees to BSE Limited for the financial year 2023-24.

8. SUBSIDIARIES COMPANIES

As on March 31, 2024, your Company has a wholly-owned subsidiary namely “DMR Consulting Inc.” in Delaware, United States of America. The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiaries in Form AOC-1 is attached as Annexure-III.

Further, during the period under review, the Board of Directors of the Company at its meeting held on April 29, 2023 has inter alia approved the strategic investment in DM Consulting Engineers Private Limited (“DM Consulting”) by subscribing to the equity shares equivalent to 49% of the issued and paid-up share capital of DM Consulting. Accordingly, post the allotment the equity shares allotted through Private Placement and thereafter, Rights Issue, the Company’s shareholding was remaining the same i.e. 49% of the total shareholding of DM Consulting as on March 31, 2024. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report.

The financial statements together with related information and other reports of the subsidiaries are available on the website at https://dmrengineering.net/financial-results/

9. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of your Company during the Period under review.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the prescribed accounting standards;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company at the end of the financial year 2023-24 and of the profit and loss of your Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

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

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board of the Company was duly constituted with 9 (Nine)

Directors comprising of 1 (One) Managing Director, 2 (Two) Whole-Time Director, 3

(Three) Non-Executive Director and 3 (Three) Independent Directors. During the Period

under review, there were following changes in the Board of Directors of the Company:

i. The Board of Directors of the Company has appointed Ms. Anita Goyal (DIN: 10249700), as an additional director in the capacity of Independent Director w.e.f July 25, 2023. Her appointment was approved by the shareholders in the 14^th Annual General Meeting held on September 08, 2023 for a term of 5 (five) consecutive years with effect from July 25, 2023 till July 24, 2028. In the opinion of the Board, Ms. Anita Goyal, Independent Director is person of integrity and have the relevant expertise, experience and proficiency as required under the Act.

ii. The Board of Directors of the Company has appointed Mr. Shyam Lal Kapil (DIN: 10249705), as an additional director in the capacity of Whole-time Director w.e.f July 25, 2023. His appointment was approved by the shareholders in the 14^th Annual General Meeting held on September 08, 2023 for a period of 3 years, with effect from July 25, 2023.

iii. The Board of Directors of the Company has appointed Mr. Krishan Kumar Gupta (DIN: 10249694), as an additional director in the capacity of Whole-time Director w.e.f July 25, 2023. His appointment was approved by the shareholders in the 14^th Annual General Meeting held on September 08, 2023 for a period of 3 years, with effect from July 25, 2023.

iv. The Board of Directors of the Company in its meeting held on January 19, 2024 has also approved the change in designation of Mr. Shyam Lal Kapil (DIN: 10249705) from Whole-time Director to Non-executive Director of the Company, with effect from February 01, 2024 subject to the approval of the shareholders in the upcoming Annual General Meeting of the Company.

v. The office of Mr. Bangam Prasad Rao (DIN: 09335571) Director was retired by rotation and was re-appointed by the members as a Non-executive Director of the Company in the 14th Annual General Meeting held on September 08, 2023.

Further, the following changes have taken place in the Board of Directors of the Company post the financial year 2023-24.

1. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Surajit Dutta (DIN: 06687032) was liable to retire by rotation under the provision of the Companies Act, 2013, and the Board has not recommended his re-appointment. As a result, Mr. Dutta’s has retired from his position as Director, effective from August 23, 2024.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

i. Mr. Subhash Chander Mittal, Chairman and Managing Director

ii. Ms. Neelam Mittal, Whole Time Director

iii. Mr. Bal Mukund Kumar, Chief Financial Officer

iv. Mr. Ravinder Kumar Bhatia, Company Secretary and Compliance Officer

v. Mr. Divay Mittal, Executive-vice President and Key Managerial Personnel (w.e.f February 01, 2024)

12. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of your Company have submitted their declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and are not disqualified from continuing as Independent Directors of your Company.

Further, all the Independent Directors of your Company have complied with the requirement of inclusion of their names in the Databank of Independent Directors maintained by Indian Institute of Corporate Affairs.

Further, in the opinion of Board of Directors, the Independent Directors of the Company are the persons of integrity and possess relevant expertise and experience (including the proficiency).

13. POLICY ON REMUNERATION OF DIRECTORS, KMPS, AND OTHER EMPLOYEES

The remuneration paid to the Directors, KMPs and employees of the Company is in accordance with its Nomination and Remuneration Policy formulated under Section 178 of the Act.

The Remuneration Policy of the Company has been formulated to create a high-performance culture in the Company. It enables the Company to attract, retain and motivate employees to achieve results. Our Business Model promotes customer centricity and requires employee mobility to address project needs. This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, KMPs and other employees of the Company.

The Remuneration Policy duly approved by the Board of Directors, is uploaded on the website of the Company. The web link to the Remuneration Policy is as under: http://www.dmrengineering.net/demo2/wp-content/uploads/2022/07/Remuneration-Policy.pdf

14. NUMBER OF BOARD MEETINGS & COMMITTEE MEETINGS BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company, apart from other statutory matters as required to be deliberated and approved by the Board. The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director.

During the Period under Review, the Board of Directors met 5 times i.e. on April 29. 2023, July 25, 2023, August 12, 2023, October 16, 2023 and January 19, 2024.

All the meetings were held with a gap of less than 120 days.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, the Company has constituted the Audit Committee. The Committee inter alia reviews the Financial Statements before they are placed before the Board, related party transactions, the internal control system, reports of Internal Auditor and compliance of various Regulations.

As on March 31, 2024, the Committee consisted of Ms. Rachana Agrawal, Independent Director, Mr. Dahyalal Bansilal Prajapati, Independent Director, Mr. Surajit Dutta, Nonexecutive Director of the Company. Ms. Rachana Agrawal acted as the Chairperson of the Committee.

During the Period under Review, the Audit Committee met 4 times i.e. on April 29. 2023, July 25, 2023, October 16, 2023 and January 02, 2024.

Due to change in the Board structure of the Company post March 31, 2024, the Committee constitution has also changed and the same may be accessed under the head ‘Corporate Information’ forming part of the Annual report.

NOMINATION AND REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, the Company has constituted the Nomination & Remuneration Committee. The Committee inter alia identifies persons who are qualified to become directors and who may be appointed in the senior management.

As on March 31, 2024, the Committee consisted of Mr. Dahyalal Bansilal Prajapati, Independent Director, Mr. Subhash Chander Mittal, Chairman and Managing Director, Ms. Rachana Agrawal, Independent Director of the Company. Mr. Dahyalal Bansilal Prajapati acted as the Chairperson of the Committee.

During the Period under Review, the Nomination & Remuneration Committee met 5 times i.e. on April 29. 2023, July 25, 2023, October 16, 2023, December 01, 2023 and January 02, 2024.

Due to change in the Board structure of the Company post March 31, 2024, the Committee constitution has also changed and the same may be accessed under the head ‘Corporate Information’ forming part of the Annual report.

STAKEHOLDER RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, the Company has constituted the Stakeholders’ Relationship Committee. The Committee inter alia reviews the grievance of the security holders of the Company and redressal thereof.

As on March 31, 2023, the Committee consisted of Mr. Dahyalal Bansilal Prajapati, Independent Director, Mr. Surajit Dutta, Non-executive Director, Mr. Subhash Chander Mittal, Chairman and Managing Director of the Company. Mr. Dahyalal Bansilal Prajapati acted as the Chairperson of the Committee.

During the Period under Review, one (1) meeting of the Stakeholders’ Relationship Committee was held on March 20, 2024.

Due to change in the Board structure of the Company post March 31, 2024, the Committee constitution has also changed and the same may be accessed under the head ‘Corporate Information’ forming part of the Annual report.

15. PERFORMANCE EVALUATION

The Nomination and Remuneration Committee in its meeting held on January 02, 2024 had also carried out evaluation of performance of the Board, its committees and individual directors.

Further, the Board of Directors in its meeting held on January 19, 2024 carried out the performance evaluation of independent directors, and the individual directors of the Company which excluded the Director being evaluated.

Further, pursuant to the provisions of the Act, the Independent Directors in their meeting held on March 20, 2024 had evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and NonExecutive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

16. CORPORATE SOCIAL RESPONSIBILITY

During the period under review, the provisions of Corporate Social Responsibility are not applicable to the Company.

17. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down adequate Internal Financial Controls which ensure compliance with various policies, practices and statutes in keeping with the organization’s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.

The adequacy and effectiveness of internal financial controls of the Company has been regularly evaluated with regard to the following:

i. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

ii. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

iii. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

iv. The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

v. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company’s policies.

18. DEPOSITS

During the Period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Act. There was no default in repayment of deposits or payment of interest thereon during the year under review.

Further, the details of exempted deposits accepted by the Company during the Period under review, has been provided in the financial statements of the Company.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT

All related party transactions that were entered into during the Period under review, were on arm’s length basis and in the ordinary course of business. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-IV.

20. LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investment covered under the provisions of section 186 of the Companies Act, 2013 read with the rules framed thereunder, as amended from time to time, are given in the notes to the financial statements. The Company has complied with the requirements of the aforementioned section of the Act, and read with the rules framed thereunder, as amended from time to time.

21. STATUTORY AUDITORS

The Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended March 31, 2024, which forms part of this Report. The Statutory Audit Report does not contain any qualification, qualification, reservation or adverse remark. The Auditor’s Report read together with the notes to Accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

22. SECRETARIAL AUDITOR

The Board of Directors of the Company at its meeting held on April 25, 2024 had appointed M/s Dilip Swarnkar & Associates, Practicing Company Secretaries, Mumbai (Firm Unique Code S2022MH892300) as Secretarial Auditors of the Company for conducting the Secretarial Audit of the financial year ended March 31, 2024.

The Secretarial Auditors have submitted their report to the Board of Directors and the same is annexed herewith and marked as Annexure-V.

The Secretarial Audit Report does not contain any qualification, qualification, reservation or adverse remark. Further, the Secretarial Audit Report is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

23. INTERNAL AUDITOR

The Board of Directors in its meeting held on February 04, 2023 had appointed Mr. Ravinder Kumar Bhatia, Company Secretary & Compliance Officer of the Company as Internal Auditors for the financial year 2022-23 and 2023-24 to conduct the internal audit of the various areas of operations and records of the Company.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

24. PARTICULARS OF EMPLOYEES AND REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-VI.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information with respect to energy conservation, technology absorption and foreign earnings and outgo is annexed herewith as Annexure-VII.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2023-24, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report and marked as Annexure-VIII.

27. MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

28. VIGIL MECHANISM & WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act, the Company has framed a ‘Whistle Blower Policy’ to establish Vigil Mechanism for directors and employees to report genuine concerns within the Company. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Chairperson of the Audit Committee.

The Policy is available on the website of the Company at

http://www.dmrengineering.net/demo2/wp-content/uploads/2022/07/Whistle-Blower-

Policy.pdf

29. RISK MANAGEMENT

The Company has put in place a risk management policy in order to inter alia ensure the proper risk identification, evaluation, assessment, prioritization, treatment, mitigation, and

monitoring. Further the risk management policy also provides a demarcation the role of the Board of Directors, and Audit Committee for the purpose effective Risk Management.

The Company follows a practice of identification of various risks pertaining to different businesses and functions of the Company, which may threaten its existence from time to time.

Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis.

The Audit Committee under the supervision of the Board, periodically review and monitor the steps taken by the Company to mitigate the identified risks elements.

30. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any shares in the demat suspense account or unclaimed suspense account.

31. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors during the Period under review.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY SINCE THE CLOSE OF FINANCIAL YEAR ENDED MARCH 31, 2024 AND TO THE DATE OF THIS REPORT

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2024 and to the date of this report.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

34. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended March 31, 2024 is available on the website of the Company at www.dmrengineering.net

The signed Annual Return shall be available on the website of the Company after the same is filed with the Registrar of Companies.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Company’s operations in future.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to creating a safe and healthy work environment, where every employee, customer and other individual are treated with respect and are able to work without fear of discrimination, prejudice, gender bias or any form of harassment at workplace.

The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no such instance during the Period under review.

38. 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

There was no such instance during the Period under review.

39. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 14th Annual General Meeting of the Company including the Annual Report for the Financial year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

40. APPRECIATION AND ACKNOWLEDGEMENTS

Your Board of Directors places on record its sincere thanks, appreciation and heartfelt gratitude for the continuing support of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities who have wholeheartedly supported the Company in its prolific journey over more than 15 years.

Your Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors of DMR Hydroengineering and Infrastructures Limited

Sd/- Sd/-

Subhash Chander Mittal Neelam Mittal

Chairman & Managing Director Whole-time Director

DIN: 02861072 DIN: 02861064

Place: Faridabad Date: 23.08.2024