Directors Report of Dollex Agrotech Ltd.

Mar 31, 2025

The Board of Directors are pleased to Present the Twelfth Board''s Report, along with Audited Financial
Statements for the Fiscal Year endedMarch 31, 2025. This report highlights our financial performance,
Key strategic initiatives.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s Financial Performance for the financial year ended on 31^st March, 2025 under review
along with previous year figures are given hereunder:

Particulars			31.03.2025	31.03.2024
Revenue from operations			23743.05	13,549.20
Other Income			2.65	16.67
Total Income			23,745.69	13,565.87
Cost of Material Consumed			11,467.37	7,787.93
Purchase of Traded Goods			7,343.53	9,498.50
Changes in Inventories			1,633.01	-6,151.00
Depreciation & Amortization expenses			251.78	282.77
Finance Cost			333.80	320.63
Other Expenses			1,666.67	1,015.85
Total Expenses			22,696.16	12,754.67
Profit before exceptional & Extraordinary items			1,049.53	811.20
Exceptional & Extraordinary items			-	-
Profit/(Loss) before tax			1,049.53	811.20
Tax Expenses :
Current Tax			224.69	132.50
Deferred Tax Liability			-27.85	-23.12
Earlier year taxes			24.58	-
Profit /(Loss) for the Period			221.42	109.38
Other Comprehensive Income			-	-
Total Comprehensive Income for the Period			828.11	701.82

2. OPERATING PERFORMANCE

The Company received total income of Rs. 23,745.69 Lakhs for the year ended 31^st March, 2025 as
against Rs. 13,565.87 Lakhs for the Previous year. The EBITDA for the year under review stood at Rs.
1,049.53 Lakhs as compared to Rs.811.20 Lakhs for the Previous year. The Company has earned a Net
profit after tax of Rs. 828.11 Lakhs as compared to net profit of Rs.701.82 Lakhs for the previous
year.

3. TRANSFER TO RESERVE

The Profit after Tax for the year has been carried as balance in Profit and Loss account along with
accumulation of opening Balance and the same has been shown under the head "Other equity" under
Shareholder''s Fund in the Balance sheet as on 31^st March, 2025. The Company has not transferred any
amount to the reserves separately.

4. DEPOSITS

During the reporting period, our Company has not accepted any deposits, falling within the meaning
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. DIVIDEND

The Company has not declared the Dividend during the financial year ended 31^st March, 2025.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid /
unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is
mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF)
established by the Central Government.

The provisions of above section are not applicable to the Company since no dividend was lying in
unpaid dividend account.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

We do not propose to transfer any amount to general reserve.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the reporting period there were no changes in the nature of the business of the Company.

9. REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ Arrangements /Transactions entered by the Company during the Financial Year 2024¬
2025 with Related Parties were in the ordinary course of Business and on arm''s length basis. During
the year under review, the company has entered into any contract/arrangement /transactions with
related Parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions entered into by the Company were in the ordinary course of
business and were on an arm''s length basis, Form AOC- 2 forms part of this Board Report in
Annexure-1.

Your directors draw the attention of the Members to the Financial Statement which sets out related
Party Disclosures.

11. COPY OF ANNUAL RETURN

Pursuant to Section 92(3) of the companies Act, 2013, copy of the Annual Returns of the company in
Form MGT-7 is placed on website of the Company and is accessible at the web link: www.dollex.in.

12. SHARE CAPITAL

During the financial year 2024-25, the Authorised Share Capital of the Company as on March 31, 2025,
was ?40,00,00,000 (Rupees Forty Crores Only) divided into 4,00,00,000 (Four Crores) Equity Shares
of ?10/- (Rupees Ten Only) each.

The Issued, Subscribed and Paid-up Share Capital of the Company stood at ?24,96,80,000 (Rupees
Twenty-Four Crores Ninety-Six Lakhs Eighty Thousand Only) divided into 2,49,68,000 (Two Crores
Forty-Nine Lakhs Sixty-Eight Thousand) Equity Shares of ?10/- each.

Further, as per the Letter of Offer dated May 13, 2025, the Company issued up to 1,49,80,800 Equity
Shares, fully paid-up, having a face value of ?10/- each at a price of ?33/- per Equity Share (including
a premium of ?23/- per Equity Share) on a rights basis to the equity shareholders of the Company.

Consequently, the Issued, Subscribed and Paid-up Share Capital of the Company increased to
?39,94,88,000 (Rupees Thirty-Nine Crores Ninety-Four Lakhs Eighty-Eight Thousand Only) divided
into 3,99,48,800 (Three Crores Ninety-Nine Lakhs Forty-Eight Thousand Eight Hundred) Equity
Shares of ?10/- each.

13. INTERNAL FINANCIAL CONTROL

The internal financial control systems are commensurate with the nature of business and size and
complexity of operations of the company. The Audit Committee periodically evaluates the adequacy
and effectiveness of the Company''s internal financial control systems and monitors the
implementation of recommendations made by the committee.

The Auditors of the Company have also opined that "the Company has in all material respects an
adequate internal financial control systems over financial reporting and such internal financial
controls over financial reporting were operating effectively as at 31^st March, 2025. Further the
Certificate of Compliance from the Executive Director and Chief Financial Officer annexed to this
report confirms the adequacy of the internal control systems and procedures of the company.

14.STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF
THE COMPANIES (APPOINTMENT & REMUNERATION) RULES,

Disclosure pertaining to remuneration and other details as required under Section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in “Annexure-II" to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the
Accounts are being sent to all the members of the Company, excluding the information required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in
obtaining such information may write to the Company Secretary at the Registered Office. The said
information is also available for inspection at the Registered Office during working hours up to the
date of the ensuing Annual General Meeting.

15. Directors&Key Managerial Personnel

A. None of the Directors of the Company are disqualified under the provisions of Section 164(2) of
the Companies Act, 2013.

B. Changes in Directors and Key Managerial Personnel

During the year under review, there were change in Directors and Key Managerial Personnel of the
Company during the financial year 2024-2025.

Following changes took place in the Board of Directors and Key Managerial Personnel before the Date
of this Report.

> Mr. Manish Joshi (DIN : 07762530) was appointed as a Non-Executive Independent Director of
the company w.e.f July 01, 2022 and resigned from the company on May 22, 2025 due to her pre
- occupied Schedule.

> Mr. KhusroNisar (DIN : 00446545) was appointed as a Non Executive Director of the Company
w.e.f. April 01, 2022 and resigned from the Company on June 23, 2025 due to her personal
commitments and pre-occupied schedule.

> Mr. Vijai Singh Bharaktiya (DIN: 00017285) was appointed as a Non - Executive Independent
Director of the Company w.e.f. June 01, 2022 and resigned from the Company on July 24, 2025
due to health issues and personal commitments.

> Mr. Praveen Kumar Jain (DIN : 08036512) was appointed as an Additional Non - Executive

Independent Director of the Company w.e.f. August 13, 2025, subject to approval of
shareholders of the company .

> Mr. Anis Khan was appointed as a Chief Executive Officer (CEO) of the Company w.e.f.
August 13, 2025, subject to approval of Shareholders of the Company.

C. Declaration by an Independent Director(s), Re- Appointment & Meeting

Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the Company has received
the declarations from all the independent directors confirming the fact that they all are meeting the
eligibility criteria as stated in Section 149(6) of the Companies Act, 2013.

As required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of
the held at least 1 (one) meeting in a year, without the presence of Non-Independent Directors. The
Independent Directors met once, i.e, on Wednesday, January 15, 2025. The Meeting was conducted
without the presence of the Chairman, Executive Directors and any other Managerial Personnel.

The Independent Directors, inter alia, discussed, and reviewed performance of Non-Independent
Directors, the Board as a whole, Chairman of the Company, and assessed the quality, quantity and
timeliness of flow of information between the Companies management and the Board that is
necessary for the Board to perform its duties effectively and reasonably.

D. FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013, the Board has carried
out an annual performance evaluation of its own performance, the directors individually as well as
the evaluation of its Committees. A structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering various aspects of the Board''s functioning
such as adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors were carried out by the
Independent Directors who also reviewed the performance of the Secretarial Department. The
Directors expressed their satisfaction with the evaluation process.

E. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA
FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES.

In line with the principles of transparency and consistency, your Company has adopted the following
policies which, inter alia includes criteria for determining qualifications, positive attributes and
independence of a director.

The policy of the Company on directors'' appointment and remuneration, as required under sub¬
section (3) of Section 178 of the Companies Act, 2013, is available on Company''s website
atwww.dollex.in

F. STATEMENT OF DIRECTOR''S RESPONSIBILITIES

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards (IND AS) have been
followed along with proper explanation relating to material departures.

(ii) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 profit or loss of the
Company for that period.

(iii) The directors 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.

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

(v) The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such system was adequate and operating effectively.

16. MEETING OF BOARD OF DIRECTORS

During the Financial year 2024-25, the Board of Directors met 8 times on May 30, 2024, July 29, 2024,
September 03, 2024, September 13, 2024, November 13, 2024,January 06, 2025, January 30,
2025&March 17, 2025.

Maximum time gap between two consecutive meetings did not exceed 120 Days.

17. COMPOSITION OF BOARD OF DIRECTORS& CATEGORY

In compliance with the provisions of Companies Act, 2013 as amended from time to time (hereinafter
referred to as "the Act") and Regulation 17 of Listing Regulations, the board has optimum
combination of Executive and Non - Executive Directors. All the Non - Executive Directors are
eminent professionals and bring the wealth of their professional expertise and experience to the
management of the Company.

	Name of Directors		DIN	Category
1	Mr. Mehmood Khan		00069224	Managing Director
2	Mrs. Munni Khan		00027334	Whole Time Director
3	Mr. KhusroNisar (upto 23.06.2025)		00446545	Non-Executive Director
4	Mr. Manish Joshi (upto 22.05.2025)		07762530	Independent Director
5	Mrs. RuchiSogani		02805170	Independent Director
6	Mr. Vijai Singh Bharaktiya 24.07.2025)	(upto	00017285	Independent Director
7	Mr. Praveen Kumar Jain 13.08.2025)	(w.e.f	08036512	Additional - Independent Director

18. INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 15.01.2025, inter alia, to:

a. Evaluate the performance of non - independent director and the Board as whole,

b. Evaluate the performance of chairperson of the Company taking into account the views of
Executive and Non - Executive Directors of the company, and

c. Evaluate the Quality, Quantity and timeliness of flow of information between the
management and the Board.

All Independent Directors were present at the meeting.

19. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, Nomination and Remuneration Committee of
the Board carried out an annual evaluation of every director''s performance. Pursuant to the
provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 the Board evaluated the performance of
Independent Directors. The Independent Directors in a separate meeting reviewed the performance of
Non- Independent Directors, performance of Board as a whole and performance of the Chairman.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY:

There is no material changes and commitment affecting financial position of the Company occurred
between the end of the financial year of the company to which the financial statements relate and the
date of the report;

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of
the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of
the Companies Act, 2013.

22. STATUTORY AUDITORAND THEIR REPORT

M/s S N Gadiya&Co_vChartered Accountants, (ICAI Firm Registration Number: 0020252C) was
appointed as Statutory Auditors of the Company and shall continue to be Statutory Auditors till the
conclusion of the 15^th Annual General Meeting of the Company.

The reports given by the Auditors on the Standalone Financial Statements of the Company for the
year ended 31st March, 2025, form part of this Annual Report and there is no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section
143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section
134 (3) (ca) of the Companies Act, 2013.

23. SECRETARIAL AUDITOR AND THFTR REPORT

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section
204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors have approved and recommended the appointment of
M/s. VikasVerma& Associates, Peer Reviewed Firm of Company Secretaries in Practice as Secretarial
Auditors of the Company for a term of up to 5 (Five) consecutive years to hold office from the
conclusion of ensuing AGM till the conclusion of 17th AGM of the Company to be held in the Year
2030, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of
M/s. VikasVerma& Associates, Company Secretaries in Practice, are separately disclosed in the
Notice of ensuing AGM. M/s. VikasVerma& Associates have given their consent to act as Secretarial

Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within
the prescribed limits under the Act & Rules made thereunder and SEBI (LODR) Regulations.

They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

The Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualification,
reservation or adverse remark and is attached to this report as (Annexure - III). Further, the
Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

24. COST AUDITOR

In terms of the Provisions of Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of
the Audit Committee, has re-appointed M/^s- M.P. Turakhia& Associates, Cost Accountants as Cost
Auditor of the Company , for the financial year ending 31^st March, 2026, on a remuneration
mentioned in the Notice convening the 12^th Annual General Meeting for conducting the audit of the
cost records maintained by the Company. A certificate from M/s. M.P. Turakhia& Associates, Cost
Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if
made would be in accordance with the limits specified under Section 141 of the Act and Rules framed
thereunder. A resolution seeking Member''s approval for remuneration payable to Cost Auditors
forms part of the Notice of the 12^th Annual General Meeting of the Company and same is
recommended for your consideration.

The Company will file the cost audit report for the Financial Year ended March 31, 2025, with the
Central Government before the due date. The Company has made and maintained requisite Cost
accounts and records as required to be maintained as specified by the Central Government under Sub
Section (1) of Section 148 of the Companies Act, 2013.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year ended under review, as stipulated
under Regulation 34(2)(e) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 is presented separately and forms part of this Annual Report. (Annexure - IV)

26. VIGIL MECHANISM

The Company has formulated a Vigil Mechanism for directors and employees to report their genuine
concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013. The Audit Committee
oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against
victimization of director(s), employee(s) or any other person who avail the mechanism and also
provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional
cases. The policy on Vigil Mechanism may be accessed on the Company''s website www.dollex.in.

27. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company is in the process of acquiring Hindustan Tankers Private Limited as a subsidiary under
the Insolvency and Bankruptcy Code (IBC). The acquisition process has been initiated with the
National Company Law Tribunal (NCLT).

As part of this process, we have paid the acquisition amount to the NCLT. However, no capital has
been infused, and ownership has not yet been confirmed at this stage.

28. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

Particulars of loan given, investment made, guarantees given and security provided under Section
186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place a policy on Anti Sexual harassment in line with the requirements of
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.Internal

Complaints Committee has been setup to redress complaints received regarding sexual harassment.
All employees (permanent, Contractual, temporary, trainees) are covered under this policy.

The Company is committed to providing a safe and conducive work environment to all of its
employees and associates.

No complaints have been received during the year under review.

30. RISK MANAGEMENT

The Company is taking every care for minimizing the risk involved in the manufacturing process of
the unit, business of dealers and agents and Investment Business. Our Company believes that
managing helps in maximizing returns. Responsible staff is employed to take every care to minimize
the risk factor in the factory. Our company does not have any separate Risk Management Policy as
the unit run by it is small in size and the elements of risk threatening the company''s existence is
almost negligible.

31. CORPORATE GOVERNANCE

The Company has a rich legacy of ethical governance practices and is committed to implement sound
corporate governance practices with a view to bring about transparency in its operations and
maximize shareholder value. A Report on Corporate Governance along with a Certificate from the
Independent Auditors of the Company regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report.(Annexure- V)

32. BOARD COMMITTEE

The Board of Directors ("Board") of the Company is carefully structured to achieve an optimal
balance, consisting of executive and non-executive directors, including an Independent Woman
Director. This composition adheres strictly to the current provisions of the Companies Act and the
SEBI (LODR) Regulations, 2015 ensuring compliance with governance standards.

The Board epitomizes a blend of professionalism, knowledge, and experience, contributing
significantly to the strategic direction of the Company. Our Independent Directors are particularly
noted for their professional integrity, as well as their extensive expertise and experience, which are
invaluable to our leadership framework.

The Board is proactive in providing strategic guidance and fulfills its fiduciary responsibilities with a
steadfast commitment to safeguarding the interests of the Company and its stakeholders .

In compliance with the applicable provisions of the Companies Act, 2013, the Board has established
the following committees to ensure rigorous governance and effective oversight of the Company''s
operations.

The Company has constituted different Board level committees in accordance with the requirements
of Companies Act, 2013. Currently the board has constituted three Committees.

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

1. AUDIT COMMITTEE

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the
Company''s internal controls and financial reporting process. The Composition, quorum, powers, role
and scope are in accordance with Section 177 of the Companies Act read with Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements), Regulation, 2015.

The composition of the Audit Committee for the financial year 2024-25, incorporating all changes up
to the date of filing of this report, is as under:

Sr. No.	Name of Director	Category of Director	Position
1	Mr. Vijai Singh Bharaktiya (Resigned w.e.f. 24.07.2025)	Independent Director	Chairman
2	Mrs. RuchiSogani	Independent Director	Member
3	Mr. Mehmood Khan	Managing Director	Member
4	Mr. Praveen Kumar Jain (Appointed w.e.f. 13.08.2025)	Additional Independent Director	Chairman

The Details of the Audit Committee is given in the Corporate Governance Report which forms the
integral part of this Annual Report.

2. NOMINATION AND REMUNERATION COMMITTEE

The powers, roles, and terms of reference of the Nomination and Remuneration Committee cover the
areas as contemplated under Regulation 19 of the Listing Regulations and Section 178 of the Companies
Act, 2013.

The composition of the Nomination & Remuneration Committee for the financial year 2024-25,
incorporating all changes up to the date of filing of this report, is as under:

Sr. No.	Name of the Director	Category of Director	Position
1	Mrs. RuchiSogani	Independent Director	Chairperson
2	Mr. Vijai Singh Bharaktiya (Resigned w.e.f. 24.07.2025)	Independent Director	Member
3	Mr. KhusroNisar( Resigned w.e.f. 23.06.2025)	Non Executive Director	Member
4	Mr. Mehmood Khan	Managing Director	Member
5	Mr. Praveen Kumar Jain (Appointed w.e.f. 13.08.2025)	Additional Non Executive Director	Member

The Details of the Nomination and Remuneration Committee is given in the Corporate Governance
Report which forms the integral part of this Annual Report.

3. STAKEHOLDER RELATIONSHIP COMMITTEE

In terms of Section 178 of the Companies Act 2013Act, Stakeholder Relationship Committee

The composition of the Stakeholder Relationship Committee for the financial year 2024-25,
incorporating all changes up to the date of filing of this report, is as under:

Sr. No.	Name of the Director	Category of Directorship	Position
1	Mr. Manish Joshi (Resigned w.e.f. 22.05.2025)	Independent Director	Chairperson
2	Mrs. MunniKhan	Whole Time Director	Member
3	Mr. Mehmood Khan	Managing Director	Member
4	Mrs. RuchiSogani (Appointed w.e.f. 13.08.2025)	Independent Director	Chairperson

The Details of the Stakeholder Relationship Committee is given in the Corporate Governance Report
which forms the integral part of this Annual Report.

33. Complaints& Share Transfer:

During the year ended March 31, 2025 no complaints we arereceived. No complaints were pending at
the beginning or at theend of the year.

34. CORPORATE SOCIAL RESPONSIBILITY

The Brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year in the format prescribed in the
Companies (CSR Policy) Rules, 2014 are set out in "Annexure - VI" of this Report

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

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, the particulars in the respect of conservation of energy, technology absorption
and foreign exchange earning & Outgo are furnished in "Annexure- VII"and form a part of this report.

36. SECRETARIAL STANDARDS

During the year under review, your company has complied with the applicable standards issued by the
Institute of Company Secretaries of India.

37. LISTING OF SECURITIES:

The Company is listed on the NSE Limited and is regular in paying the annual listing fee to the Stock
Exchange

38. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORTING (BRSR)

Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual
Report for the top 100 listed entities. In view of the requirements specified, the company is not
mandated for the providing the BRSR and hence do not form part of this Report.

39. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

40. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and certain designated employees of the Company. The Code
requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the trading window is
closed. The Board is responsible for implementation of the Code. All Board Directors and the
designated employees have confirmed compliance with the Code.

41. WEBSITE OF THE COMPANY:

Your Company maintains a website www.dollex.in where detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 have been provided.

42ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation to the wholehearted help and co-operation the
Company has received from the business associates, partners, vendors, clients, government authorities,
bankers of the company.

The Relations between the management and the staff were cordial during the period under review.

The Company also wishes to put on record its appreciation for the work done by the staff. Your
directors appreciate and value the trust imposed upon them by the members of the Company.

By Order of the Board

For DollexAgrotech Limited

Sd/- Sd/-

Munni Khan Mehmood Khan

Whole Time Director Managing Director

DIN: 00027334 DIN:00069224

Date: 05.09.2025
Place: Indore

---

Mar 31, 2024

Your Board of Directors are pleased to present the Eleventh - Directors Report of Dollex Agrotech Limited together with the Audited Financial Statements for the Financial year ended 31^st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s Financial Performance for the financial year ended on 31^st March, 2024 under review along with previous year figures are given hereunder:

(Rs in Lakhs.)
Particulars					31.03.2024	31.03.2023
Revenue from operations					13,549.20	11,044.97
Other Income					16.67	10.47
Total Income					13,565.87	11,055.44
Depreciation & Amortization expenses					282.77	251.61
Finance Cost					320.63	243.90
Other Expenses					12151.27	9,763.42
Total Expenses					12,754.67	10,258.93
Profit before exceptional & Extraordinary items					811.21	796.51
Exceptional & Extraordinary items					-	-
Profit/(Loss) before tax					811.21	796.51
Tax Expenses :
Current Tax					132.50	194.33
Deferred Tax Liability					-23.12	-8.30
Profit /(Loss) for the Period					701.82	610.49
Other Comprehensive Income					-	-
Total Comprehensive Income for the Period					701.82	610.49

2. OPERATING PERFORMANCE

The Company received total income of Rs. 13,565.87 Lakhs for the year ended 31^st March, 2024 as against Rs. 11,055.44Lakhs for the Previous year. The EBITDA for the year under review stood at Rs. 811.21Lakhs as compared to Rs.796.51 Lakhs for the Previous year. The Company has earned a Net profit after tax of Rs. 701.82 Lakhs as compared to net profit of Rs.610.49 Lakhs for the previous year.

3. TRANSFER TO RESERVE

The Profit after Tax for the year has been carried as balance in Profit and Loss account along with accumulation of opening Balance and the same has been shown under the head “Other equity" under Shareholder’s Fund in the Balance sheet as on 31^st March, 2024. The Company has not transferred any amount to the reserves separately.

4. DMDEND

The Company has not declared the Dividend during the financial year ended 31^st March, 2024.

5. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ Arrangements /Transactions entered by the Company during the Financial Year 2023-2024 with Related Parties were in the ordinary course of Business and on arm’s length basis. During the year under review, the company has entered into any contract/arrangement /transactions with related

Parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, Form AOC- 2 forms part of this Board Report in Annexure- I.

Your directors draw the attention of the Members to the Financial Statement which sets out related Party Disclosures.

6. COPY OF ANNUAL RETURN

Pursuant to Section 92(3) of the companies Act, 2013, copy of the Annual Returns of the company in Form MGT-7 is placed on website of the Company and is accessible at the web link: www.dollex.in.

7. SHARE CAPITAL

During the financial year, the Authorised Share Capital of the Company increased from 25,00,00,000/-(Twenty-Five Crore) to Rs. 40,00,00,000/-(FortyCrore) Divided into 4,00,00,000 (Four Crore) Equity Share of Rs. 10/-(Ten Each).

The Issued, Subscribed and Paid-up Share Capital of the Company Rs. 24,96,80,000 (Twenty-Four Crore Ninety-Six Lakhs Eighty Thousand) Divided into 2,49,68,000(Two Crore Forty NineLakh Sixty Eight thousand) Equity Share of Rs. 10/- (Ten Each).

8. INTERNAL FINANCIAL CONTROL

The internal financial control systems are commensurate with the nature of business and size and complexity of operations of the company. The Audit Committee periodically evaluates the adequacy and effectiveness of the Company''s internal financial control systems and monitors the implementation of recommendations made by the committee.

The Auditors of the Company have also opined that “the Company has in all material respects an adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2024. Further the Certificate of Compliance from the Executive Director and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the company.

9.STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES,

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure-II" to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing Annual General Meeting.

10. Directors & Key Managerial Personnel

A None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act,2013.

B. Changes in Directors and Key Managerial Personnel

During the year under review, there were change in Directors and Key Managerial Personnel of the Company during the financial year 2023-2024.

> Ms. Kalyani Bhatjiwale (Mem. No. - A35720) was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 01.07.2022 and resigned from the Company on 12.05.2023 due to her pre-occupied Schedule. And thereafter to fill the vacancy Ms. Siddhi Banthiya (Mem No. A71520) is hereby appointed as Company Secretary & Compliance Officer of the Company w.e.f 12.05.2023.

Declaration by an Independent Directors), Re- Appointment & Meeting

Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the Company has received the declarations from all the independent directors confirming the fact that they all are meeting the eligibility criteria as stated in Section 149(6) of the Companies Act, 2013.

As required under Schedule IV to the Act(Code for Independent Directors) and Regulation 25 (3) of the held at least 1 (one) meeting in a year, without the presence of Non-Independent Directors. The Independent Directors met once, i.e, on Wednesday, January 10, 2024. The Meeting was conducted without the presence of the Chairman, Executive Directors and any other Managerial Personnel.

The Independent Directors, inter alia, discussed, and reviewed performance of Non-Independent Directors, the Board as a whole, Chairman of the Company, and assessed the quality, quantity and timeliness of flow of information between the Companies management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

D.FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

E Policy on Director’s Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director, Key managerial Personnel and other employees.

In line with the principles of transparency and consistency, your Company has adopted the following policies which, inter alia includes criteria for determining qualifications, positive attributes and independence of a director.

The policy of the Company on directors'' appointment and remuneration, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on Company''s website at www.dollex.in

F. Statement of Director’s Responsibilities

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards (IND AS) have been followed along with proper explanation relating to material departures.

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for that period.

(iii) The directors 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.

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

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

11.MEETING OF BOARD OF DIRECTORS

During the Financial year 2023-24, the Board of Directors met 8 times on April 24, 2023, May 12, 2023, May 30, 2023, September 04, 2023, September 22, 2023, November 10, 2023, February 19, 2024 & March 18, 2024.

Maximum time gap between two consecutive meetings did not exceed 120 Days.

The Compositions of the Board Meetings, attendance at the Board Meetings held during the financial year 2023-24 under review and at the last Annual General meeting, number of Directorship in other companies, Membership/ Chairmanships of the Committees and their shareholding as on March 31, 2024 in the Company are as follows.

Name of Director	DIN	Category	No . of Boar d Meet ings held durin g the year	No. of Board Meetin gs attende d during the year	Attendan ce at last AGM (28.09.20 23)	*Directorsh ips (including this entity)	**Committee Position (including this entity)		Shareholding (Equity Shares of FV of Rs.10/-each)
							Chair perso n	Membe r
Mr. Mehmoo d Khan	00069 224	MD	8	8	V	1		2	70,40,000
Mrs. Munni Khan	00027 334	WTD & ED	8	8	V	1		1	70,00,000
Mr. Vijai Singh Bharakti ya	000172 85	NED & ID	8	8	V	3	1	1
Mrs. Ruchi Sogani	028051 70	NED & ID	8	8	V	3	1	2
Mr. Manish Joshi	077625 30	NED & ID	8	8	V	6	3	2
Mr. Khusro Nisar	00446 545	NED	8	8	V	1	-	1	10,000

{P- Promoter, NED- Non Executive Director, ID- Independent Director ,MD- Managing Director, WTD-

Whole Time Director & ED- Executive Director}

Note:

*Excludes Directorship in Private Limited Companies, foreign Companies and Companies Under Section 8 of the Companies Act, 2013.

**Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee in all Indian Public Limited Companies have been considered for the committee positions.

**There is no inter-se relationship between the Directors.

12. COMPOSITION OF BOARD OF DIRECTORS& CATEGORY

In compliance with the provisions of Companies Act, 2013 as amended from time to time (hereinafter referred to as “the Act”) and Regulation 17 of Listing Regulations, the board has optimum combination of Executive and Non - Executive Directors. All the Non - Executive Directors are eminent professionals and bring the wealth of their professional expertise and experience to the management of the Company.

	Name of Directors	DIN	Category
1	Mr. Mehmood Khan	00069224	Managing Director
2	Mrs. Munni Khan	00027334	Whole Time Director
3	Mr. KhusroNisar	00446545	Non-Executive Director
4	Mr. Manish Joshi	07762530	Independent Director
5	Mrs. RuchiSogani	02805170	Independent Director
6	Mr. Vijai Singh Bharaktiya	00017285	Independent Director
Composition and Category of Directors are given in Table: 1

12. INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 10.01.2024, inter alia, to:

a. Evaluate the performance of non - independent director and the Board as whole,

b. Evaluate the performance of chairperson of the Company taking into account the views of Executive and Non - Executive Directors of the company, and

c. Evaluate the Quality, Quantity and timeliness of flow of information between the management and the Board.

All Independent Directors were present at the meeting.

13. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, Nomination and Remuneration Committee of the Board carried out an annual evaluation of every director''s performance. Pursuant to the provisions of Schedule IV to the Companies Act, 3013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board evaluated the performance of Independent Directors. The Independent Directors in a separate meeting reviewed the performance of NonIndependent Directors, performance of Board as a whole and performance of the Chairman.

14. STATUTORY AUDITORAND THEIR REPORT

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (accounts), Rules, 2014, M/s. S N Gadiya & Co., Chartered Accountants, (ICAI Firm No. 0020252C) was appointed as Statutory Auditors of the Company at 10^th Annual General Meeting of the Company held on 28^th September, 2023, for a term of 5(five) consecutive Years till the Conclusion of 15^th Annual General Meeting.

The Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as statutory auditors.

M/s. S.N.Gadiya & Co., Chartered Accountants, have carried out the statutory audit of the Financial Statements of the Company for the financial year ended March 31, 2024. The Notes to Financial Statement referred in Auditors Report are self-explanatory. There are no qualifications, reservations, adverse remarks or disclaimer given by the Statutory Auditors in their report and therefore it does not call for any comments under Section 134 of the Companies Act, 2013. The Auditor''s Report is annexed with the Financial Statement forming part of this annual report.

15. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. VikasVerma and Associates, Company Secretaries (FRN P2012DE081400), as a Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended March, 31, 2024. The Secretarial Audit Report is appended to this report as Annexure III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

16. COST AUDITOR

In terms of the Provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s. M.P. Turakhia & Associates, Cost Accountants as Cost Auditor of the Company , for the financial year ending 31^st March, 2025, on a remuneration mentioned in the Notice convening the 11^th Annual General Meeting for conducting the audit of the cost records maintained by the Company. A certificate from M/s. M.P. Turakhia& Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Member''s approval for remuneration payable to Cost Auditors forms part of the Notice of the 11^th Annual General Meeting of the Company and same is recommended for your consideration.

Cost Audit Report for the year ended 31^st March 2023 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31^st March 2024, the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors. The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under Sub Section (1) of Section 148 of the Companies Act, 2013.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year ended under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented separately and forms part of this Annual Report.

18. VIGIL MECHANISM

The Company has formulated a Vigil Mechanism for directors and employees to report their genuine concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against victimization of director(s), employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The policy on Vigil Mechanism may be accessed on the Company''s website www.dollex.in.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the reporting period, the company successfully acquired Hindustan Tankers Private Limited (HTPL) through the Corporate Insolvency Resolution Process (CIRP). HTPL is now a subsidiary of our company. Although HTPL has not commenced operations yet.

20. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place a policy on Anti Sexual harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Internal

Complaints Committee has been setup to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

No complaints have been received during the year under review.

22. CORPORATE GOVERNANCE

The Company being listed on the NSE Emerge Platform is exempted from provisions of Corporate Governance as per Regulation 15 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.Hence no Corporate Governance report is disclosed in this Annual Report. It is pertinent to mention that the Company Follows majority of the provisions of the Corporate Governance voluntarily.

23. BOARD COMMITTEE

The Company has constituted different Board level committees in accordance with the requirements of Companies Act, 2013. Currently the board has constituted three Committees.

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

The details of the Committee along with their composition, number of meetings and attendance at the meetings are mentioned below.

1. AUDIT COMMITTEE

Audit Committee of the Board of Directors [“the Audit Committee is entrusted with the responsibility to supervise the Company''s internal controls and financial reporting process. The Composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act. All the members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Accounts, etc. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

Meetings and Attendance, Composition, Chairperson and name of Members as on March 31, 2024.

During the Financial year 2023-2024, the Audit Committee met Five (5) times i.e on 12.05.2023, 30.05.2023, 04.09.2023, 10.11.2023 and 19.02.2024. The Maximum Gap between two meetings was not more than 120 Days.

Sr. no.	Name of Director	Category of Director	Position	Audit Committee Meeting(s)
				Held	Attended
1	Mr. Vijai Singh Bharaktiya	Independent Director	Chairman	5	5
2	Mrs. Ruchi Sogani	Independent Director	Member	5	5
3	Mr. Mehmood Khan	Managing Director	Member	5	5

The Committee also reviews the observations of the Internal and Statutory Auditors, along with the comments and action taken thereon by the Management and invites senior executives to its Meetings as necessary.

2.NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, the Nomination and Remuneration Committee was formed on 12^thMay, 2023.The Nomination and Remuneration Committee comprises of Two Independent Directors namely Ms. Ruchi Sogani & Mr. Vijai Singh Bharaktiya and one Non-Executive Director Mr. Khusro Nisar.

Meetings and Attendance, Composition, Chairperson and name of Members as on March 31, 2024. During the Financial Year 2023-24, the Nomination and Remuneration Committee Met Once in a Year i.e 12.05.2023.

Sr. no.	Name of the Director	Category Directorship		of	Position	Nomination Remuneration Committee Meetings
						Held	Attended
1	Mrs. RuchiSogani	Independent	Director		Chairperson	1	1
2	Mr. Vijai Singh Bharaktiya	Independent Director			Member	1	1
3	Mr. Khusro Nisar	Non Executive Director			Member	1	1

Performance Evaluation Criteria for Independent Directors:

The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company''s business, understanding of industryand global trends etc.

The manner in which the annual performance evaluation is doneby the Board including the criteria for the same is discussed in detail in Directors Report.

3.STAKEHOLDER RELATIONSHIP COMMITTEE

In terms of Section 178 of the Companies Act 2013Act, Stakeholder Relationship Committee was constituted on 12^thMay, 2023, to oversee the matters relating to redressal of Stakeholder complaints pertaining to Issue of Duplicate Shares, Transfer of Shares, Non-Receipt of Annual Report, Non-Receipt of Annual Report, Non-Receipt of Declared Dividends etc.

The Stakeholder Relationship Committee Comprises of Director Mr. Manish Joshi as an Independent Director and Two Executive Director Mr. Mehmood Khan & Mrs. Munni Khan. Terms of Reference and Powers of the Committee is provided.

Meetings and Attendance, Composition, Chairperson and name of Members as on March 31, 2024.During the Financial Year 2023-24, the Stakeholder Relationship Committee met once in a year i.e 12.05.2023.

Sr. No.	Name of the Director	Category of Directorship	Position	Nomination Remuneration Committee Meetings
				Held	Attended
1	Mr. Manish Joshi	Independent Director	Chairperson	1	1
2	Mrs. Munni Khan	Whole Time Director	Member	1	1
3	Mr. Mehmood Khan	Managing Director	Member	1	1

24. Complaints& Share Transfer:

During the year ended March 31, 2024 no complaints we are received. No complaints were pending at the beginning or at the end of the year.

25. CORPORATE SOCIAL RESPONSIBILITY

The Brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in “Annexure - IV of this Report

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

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars in the respect of conservation of energy, technology absorption and foreign exchange earning & Outgo are furnished in Annexure- V and form a part of this report.

27. SECRETARIAL STANDARDS

During the year under review, your company has complied with the applicable standards issued by the Institute of Company Secretaries of India.

28. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

29. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The

Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

30. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company''s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases

31. GENERAL

Your Directors state that no Disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Issue of Equity Shares with Differential rights as to dividend, voting or otherwise.

b. Issue of Shares (including sweat Equity Shares) to Directors and employees of the Company under any scheme.

c. Details relating to Employee''s Stock option Scheme.

d. Revision of Financial Statements & Board Report

e. Buyback of Shares

f. The Company does not have scheme for provision of money for purchase of its own shares by employees or by trustee for the benefit of employees.

g. Purchase by Company of its own shares or giving of loans for such purchase.

h. There is no change in the nature of business of the Company.

i. There is no material change or commitment affecting the financial position of the Company, occurred between the end of the financial year and the date of this report.

j. The Company has not accepted deposits within the meaning of Section 73 or section 76 of the Companies Act, 2013.

k. No remuneration was paid to Non-Executive Directors except sitting Fees.

l. No Significant and material order is passed by the regulators or courts or Tribunals impacting the going concern status and Company''s operations in future.

m. No fraud has been reported by the Auditors to the Audit Committee of the Board.

n. No case of Child Labour, forced labour, involuntary labour, sexual harassment and Discriminatory employment was reported in the financial year 2023-24.

o. Shares in held in trust for the Benefit of employees.

p. Issue of Debentures/Warrants.

q. Transfer to Investor Education and Protection Funds(IEPF).

r. Disclosure about the application made or any proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of the financial year.

32.ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation to the wholehearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, bankers of the company.

The Relations between the management and the staff were cordial during the period under review.

The Company also wishes to put on record its appreciation for the work done by the staff. Your directors appreciate and value the trust imposed upon them by the members of the Company.