Your Board of Directors hereby submits the 17^th (Seventeenth) Annual Report on the Business and Operations of your Company ("the Company" or "Diensten Tech Limited"), along with the Audited Financial Statements and the Auditor's Report thereon, for the financial year ("FY") ended March 31^st, 2024. Further, in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Company has made all the requisite disclosures in this Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

In the previous financial years, particularly in FY 2023-24, your Company demonstrated robust performance, marking significant milestones and achieving results.

This period was pivotal in laying down a solid foundation for future success, as we made substantial strides across key performance indicators.

Our success in FY 2023-24 can be attributed to a combination of strategic initiatives, diligent execution, and a steadfast commitment to excellence.

Throughout this period, we not only achieved our turnover targets but also strengthened our position in the market. Moreover, we made strategic investments in technology, infrastructure, and talent, positioning ourselves for sustained growth and competitiveness in the industry.

Importantly, the strong performance in FY 2023-24 has provided us with valuable insights and lessons that will guide our future endeavours. We have identified areas for improvement, implemented best practices, and refined our strategies to capitalize on emerging trends and opportunities in the market.

As we move forward, we are confident in our ability to build upon the momentum gained in FY 202324 and achieve even greater success in the future. With a solid groundwork in place and a dedicated team driving our vision, we are poised to continue delivering value, innovation, and excellence to all our stakeholders.

FINANCIAL HIGHLIGHTS

The highlights of the Company's financial performance on Standalone basis, for the year ended March 31, 2024, are summarized below:

During the period under review, the Company's operating revenue from providing professional services & Corporate Training Business during the year under review amounted to INR 409,659.33 thousands. This figure represents a substantial increase compared to the revenue generated in the previous financial year, which stood at INR 375,268.56 thousands.

Reasons for Loss in the period ended on March 31,2024

Industry Slowdown and Client Onboarding Challenges: The IT and professional services industry experienced a global slowdown in the first half of FY 2023-24. Our critical clients halted the hiring of new employees, causing a significant decline in fresh onboarding opportunities. This slowdown has significantly impacted our gross additions and put strain to manpower suppliers like us.

Strategic Operational Changes and Leadership Transition: Following a comprehensive review of our operations, DTL made strategic decisions to enhance efficiency and value. This included hiring key employees like Mr. Siva Prasad Nanduri as our CEO. Additionally, we underwent significant changes such as expanding our office space and transitioning to a stronger in-house team starting from June, albeit at increased costs.

Increased Overheads and Future Investment Strategy: As a result of the aforementioned changes, our Selling, General & Administrative overheads (SGA) significantly rose, impacting our bottom line. Despite this, the company views these expenses as necessary investments that will yield benefits in the upcoming financial years, beginning FY 24-25.

The impressive revenue increase highlights the effectiveness of our business strategies, the quality of our offerings, and the strength of our user relationships.

Looking ahead, we remain committed to sustaining this positive momentum and driving continued growth in our professional services & Corporate Training Business segment. We will continue to invest in IT staff Augmentation services across various industries. The Company provides reliable staffing solutions on a contract basis that offer the ability to build client's staff strength without absorbing them full-time to further expand our market presence and deliver exceptional value to our stakeholders.

DECLARATION OF DIVIDEND

In order to align with the strategic needs of the business, no dividends have been recommended for the year under review.

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to the Reserves for the year ended March 31, 2024.

STATE OF THE COMPANY'S AFFAIRS

The Company is in the business of providing professional services & Corporate Training Business during the year under review.

In the Professional Services segment of the business, the Company provides IT staff Augmentation services across various IT based industries. The Company provides reliable staffing solutions on a contract basis that offer the ability to build a client's staff strength without absorbing them full-time. In the Corporate Training segment of the business, the Company focuses on information technology, soft skills/behavioural and domain specific learning solutions. In terms of broad categorization, the Company provides consulting, training, application support, and IT skills & Technology training.

Management is making all their best efforts to ensure profitability & growth of the Company.

The Company has demonstrated significant growth in its financial performance during the reporting financial year. Our revenue has surged to INR INR 409,659.33 Thousands marking a substantial increase compared to the previous year's revenue of INR 375,268.56 Thousands. This remarkable growth can be attributed to various factors including decrease demand for IT professionals has helped us to realize higher revenue per associate per month and improved the gross margin of the Company.

INITIAL PUBLIC OFFER AND LISTING OF SHARES AT STOCK EXCHANGE

The Company has planned to raise funds from the Primary Market to shore up its Working Capital Requirements and General Corporate Purposes including Repayment of Outstanding BTA Dues, in this regard, the Company has proposed to raise the funds through Initial Public Offer ("IPO") on the SME EMERGE Platform of National Stock Exchange (NSE).Consequently, during the year under review, the Company has received In-Principal approval from National Stock Exchange (NSE) and completed Initial Public Offering (IPO) and allotment of 22,08,000 equity shares by respective applicants in various categories for the face value of Rs.10 each at securities premium of Rs. 90/- per share. Pursuant to the IPO, the equity shares of the Company are listed on Emerge Platform of SME-National Stock Exchange of India Limited (NSE) with effect from July 03, 2024.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes affecting the affairs of the Company which occurred between the end of the financial year on March 31, 2024, of the Company to which the Financial Statement relates and date of this report.

STATUTORY AUDITORS:

The shareholders of the Company at AGM held on September 26th, 2022, appointed M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, (Firm Registration No.001478N) who are subjected to peer review process of Institute of Chartered Accountant of India as the Statutory Auditors of the Company for five consecutive years till the conclusion of 20th Annual General Meeting of the Company.

The Auditors report for the financial year 2023-24 does not contain any qualification, reservation or adverse marks.

COMMENT ON AUDITORS REPORT

The comments made by S.R. Dinodia & Co. LLP, Chartered Accountants, (Firm Registration No.001478N), Statutory Auditors, in their audit report read with the notes forming part of the Financial Statements are self-explanatory and as such do not require any clarification by the directors.

REPORTING OF FRAUD BY THE AUDITORS

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors has not reported any incident of fraud which are committed against the Company by officers or employees of the Company.

INTERNAL AUDITORS:

M/s. Finexpert Consultants LLP, has been appointed as Internal Auditor of the Company for FY 2023-2024 in terms of the provisions of Section 138 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company's Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations.

SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Renumeration of Managerial Personnel) Rules, 2014 inter-alia requires every listed Company is required to annex with its Board's report, a Secretarial Audit Report in Form No. MR-3 given by a Company Secretary in Practice.

The Board of Directors of the Company has appointed M/s Prachi Bansal and Associates, Company Secretaries, to conduct the Secretarial Audit and his Report on Company's Secretarial Audit is appended to this Report as Annexure-1.

SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE• Authorized Capital

As on 31^st March 2024, the Authorized Share Capital of the Company is INR 10,00,00,000 comprising 10,00,000 Equity shares of INR 10 each ranking pari-passu in all respect with the existing Equity shares of the Company.

During the year under review, there is no change in the Authorized Share Capital of your Company.

• Issued, Subscribed and Paid-up Capital

As on March 31, 2024, the issued, subscribed and paid-up equity share capital stands at INR 6,05,26,460 comprising 60,52,646 Equity shares of INR 10 each ranking pari-passu in all respect with the existing equity shares of the Company.

During the year under review, your Company has not issued and allotted Shares.

The Company has only one class of equity shares with a face value of INR 10 each, ranking pari-passu.

CHANGE IN NATURE OF BUSINESS

During the Financial Year 2023-24, there was no change in the nature of Company's business. DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATES

Your company does not have any unlisted/listed subsidiary company, Joint Venture or any Associate Company, pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules,2014, therefore, no requirement of attachment of Form AOC-1. Further no Company became or ceased to be subsidiary, joint venture or associate company during the year under review.

PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits from the public/shareholders of the Company pursuant to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, no amount on account of principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2024.

CORPORATE GOVERNANCE REPORT

The Corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of Sub- regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("Listing Regulations") are not applicable to the Company. However, the Company consistently strives to ensure that the best corporate governance practices are adopted and followed in its functioning and administration.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The MD&A Report is presented in a separate Section and forms an integral part of this Annual Report inter-alia covering details of the overall industry structure, economic development, performance and state of affairs of the Company Business, risk management systems and other material developments during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

An active and informed Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders' value and growth.

The Board provides strategic guidance and direction to the Company to help achieve its vision, long-term strategic objectives and to protect the interest of the stakeholders. As on March 31, 2024, the Board was comprised of 07 (Seven) Director's as mentioned in Table below:

MEETINGS OF THE BOARD

The Board meets at least four times in a year, with a maximum time gap of 120 days between any two meetings, to discuss and review the quarterly results and other items of the agenda. The Board also meets and conducts additional meetings as and when required and thought fit. The dates for the Board Meetings are decided in advance and timely communicated to the Directors.

The directors of the Board and Chief Financial Officer discuss the items to be included in the Board agenda.

The details of meetings of the Board, during the FY 2023-24 has been provided and are given in Annexure -II hereto and forms part of this Board Report.

RETIREMENT BY ROTATION:

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Sanjay Jain (DIN: 01014176) will be retired by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

The Board recommends his re-appointment for the approval of the members in the forthcoming 17^th Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director as per provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

Further, In the opinion of Board, the Independent Directors also possess the attributes of Integrity, Expertise and experience as required under Rule 8(5) (iiia) of Company (Account) Rules, 2014.

The Company has also received from them, a declaration of compliance that they have registered themselves with the databank of Independent Directors as maintained by Indian Institute of Corporate Affairs.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV to the Companies Act, 2013 a separate meeting of the Independent Directors of the Company was held on 29^th March 2024 to discuss the agenda items as prescribed under the applicable laws. The said meeting was attended by all Independent Directors of the Company.

COMPOSITION OF COMMITTEES:AUDIT COMMITTEE

The Board of Directors of the Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder the terms of reference of the Audit Committee has been approved by the Board of Directors.

As on March 31, 2024, the Audit Committee was comprised of 03 (Three) Directors as mentioned in table below:

All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary of the Company acts as the secretary to the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel, and other employees.

As on March 31, 2024, the Nomination and Renumeration Committee was comprised of 03 (Three) Directors as mentioned in table below:

All the recommendations made by the Nomination & Remuneration Committee were accepted by the Board. The Company Secretary of the Company acts as the secretary to the Nomination & Remuneration Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee oversees the performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.

The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial

Public Offer, status of refund account, conversion of partly paid sharesinto fully paid shares, rematerialization and dematerialization of shares and transfer of shares of the Company.

As on March 31, 2024, the Stakeholder Relationship Committee was comprised of 03 (Three) Directors as mentioned in table below:

BOARD EVALUATION:

The Companies Act, 2013 mandates that the Board shall monitor and review the Board evaluation

i.e., evaluation of the performance of: (i) the Board as a whole, (ii) individual directors (including independent directors and Chairperson) and (iii) various Committees of the Board. The Performance evaluation was carried out by the Nomination and Remuneration Committee based on the "Annual Evaluation Framework" prepared by the Committee.

The framework includes the evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

• Peer evaluation

In compliance with the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the period under review. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance, practices, participation in the long-term strategic planning and the fulfillment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year 202324 with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions,

However in Compliance of the provisions of the Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014, the particulars of Contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 are mentioned in Form AOC-2 in Annexure- III

A Policy on Related Party Transactions, (as amended), specifying the manner and criteria of entering said transactions, has been formulated and the same is available on the website of the Company.

REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members and related matters are put up on the website of the Company.

The Nomination and Remuneration Policy may be accessed on the Company's website at www.dienstentech.com

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism which is overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The policy as approved by the Board is uploaded on the Company's website at www.dienstentech.com

CREDIT RATING:

Your Company has not obtained Credit Rating from any Agency during the year under Review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo.

(A) Conservation of Energy

Your Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this front. The energy conservation measures have been implemented at all the areas of offices where it is feasible & special efforts are being put on undertaking specific energy conservation methods given below thereby minimizing energy consumption & economize the energy bills.

The Company has designed its facilities keeping in view the objective of minimum energy losses.

During the year, several significant energy conservation initiatives have been undertaken, including:

• Continual replacement of existing fixtures with energy-efficient LED lights.

• Replacement of outdated air conditioning chillers with energy-efficient alternatives.

• Installation of automatic tube cleaning systems on chillers to enhance efficiency.

• Maximizing the use of natural light for illumination wherever feasible.

• Cultivating a work culture that emphasizes the importance of switching off unnecessary lights.

These measures underscore our proactive approach to energy conservation and signify our dedication to reducing our environmental footprint while simultaneously optimizing operational efficiency.

(B) Technology absorption

At Diensten Tech Limited, innovation isn't just a buzzword; it's ingrained in our DNA. We firmly believe in the power of innovation and its ability to transform not only services but also our entire business landscape. Throughout the FY 2023-24, we have passionately pursued innovation, applying it to every facet of our operations.

Moreover, our dedication to innovation extends beyond development in our services. We continuously seek ways to enhance our quality standards, ensuring that each service that bears our name exceeds expectations. This relentless pursuit of excellence drives us to constantly refine and improve our processes, making them more efficient, streamlined, and effective.

In essence, innovation is not just a goal for us; it's a mindset that permeates every aspect of our organization. By embracing innovation wholeheartedly, we position ourselves at the forefront of our industry, ready to tackle challenges, seize opportunities, and shape the future of our business.

Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations

b) Reduced dependence on external sources for technology

c) Cost reduction

d) Greater precision

(C) Foreign exchange Earnings and Outgo

Information about the foreign exchange earnings and outgo, as required to be given under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:

RESEARCH & DEVELOPMENT

The Expenditure incurred on R&D is Nil. The future plan of action of your Company is to concentrate its focus on Research & Development activities associated with the Company's business.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. The company is not falling under the purview of said section during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

As per Section 134(5) of the Act, your Directors, to the best of their knowledge and belief confirm that:

(i) In the preparation of annual accounts for the FY ended on March 31, 2024, the applicable accounting standards 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 are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31,2024, and of the profit or loss of the Company for the FY ended on March 31,2024.

(iii) 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 the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis and

(v) 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.

RISK MANAGEMENT POLICY

At your Company, we place a paramount emphasis on risk management to safeguard our operations and ensure sustainable growth. We have established a robust system of risk management that encompasses various dimensions including operational, financial, strategic, and regulatory risks. This comprehensive approach enables us to identify potential risks proactively and effectively mitigate them.

The responsibility for overseeing the entire risk management process rests with the Board of Directors. They are actively involved in assessing and addressing risks, aligning the risk management framework with the Company's overarching objectives. This approach ensures that risk management is integrated into our business strategy, enabling us to seize opportunities while mitigating potential threats.

While the Board is confident that none of the risks faced by the Company poses an existential threat, we remain vigilant, particularly in the areas relevant to our operations.

To mitigate risks, we maintain a proactive stance, staying abreast of regulatory developments and legal trends. Additionally, we prioritize compliance with applicable laws and regulations, investing in compliance measures to navigate potential legal or regulatory challenges effectively.

Our proactive approach to risk management underscores our commitment to maintaining the resilience and sustainability of our operations. By continuously monitoring and addressing risks, we strive to protect our stakeholders' interests and uphold the integrity of our business.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 was omitted pursuant to Companies (Amendment) Act 2017 w.e.f. 5th March, 2021. Accordingly, the extract of Annual Return in Form MGT-9 is not attached with the Board Report. The copy of Annual Return can be accessed at Company's website at www.dienstentech.com.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There is no any instance of Loan Given, Investment Made, Guarantee Given and Securities Provided under Section 186 of the Companies Act, 2013 during the period under review.

VARIOUS POLICIES/ CRITERIA/ PROGRAMS

In compliance with Companies Act, 2013 and rules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s at its respective meetings held on the 19th October, 2022, have duly reviewed and amended the following Policies/ Criteria/Programs, and, the same are available on the website of the Company under the head policies & code of conduct (Diensten Tech limited) Criteria and Policies)

1. Policy on Preservation of Documents.

2. Code of Conduct to regulate Monitor and Report Insider Trading.

3. Board Diversity Policy.

4. Policy on Related Party Transactions.

5. Policy for determining material Subsidiary.

6. Dividend Policy and philosophy

7. Criteria of making payment to Non-Executive Directors of the Company.

8. Materiality policy under SEBI ICDR Regulations.

9. Nomination and Renumeration policy.

10. Code of Conduct for Board of Directors (Including Independent Directors) and Senior Management personnel.

11. Whistle Blower Policy.

12. Policy for Familiarization Program for Independent Directors.

13. Policy on materiality of events under SEBI LODR

14. POSH Policy.

15. Terms and conditions for appointment of independent Directors.

16. Materiality policy amended version 2

INTERNAL COMMITTEE (IC)

Diensten Tech Limited goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

Towards this, the Company had set up and constituted the Internal Committee (IC) pursuant to Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 in the year 2022 which completes nearly 2 years of enabling a positive and safe work environment for our employees. The Internal Committee (IC) was constituted and the Company has a policy for prevention of sexual harassment at workplace of the Company.

Decisions made by the IC, a senior woman employee is the presiding officer over every case. All the members of the IC are women. The role of the IC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment. The details of sexual harassment complaints that were filed, disposed of and pending during the financial year are provided in this Board Report.

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

The Company strongly believes in providing a safe and harassment free workplace for every individual working in Diensten Tech Limited through various interventions, policy and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition & Redressed of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressed) Act 2013 & the Rules there under for prevention and Redressed of Complaints of sexual harassment at workplace.

The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment.

The Company has complied with the provisions relating to constitution of Internal Committee (IC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is an IC duly constituted at the Company's Registered Office, which is responsible for redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy.

Further Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability etc. (permanent, temporary, contractual and trainees) as well as any women visiting the Company's premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free from Sexual harassment whether physical, verbal or psychological.

During the calendar year 2024, Diensten Tech Limited have the following details to report:

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operation during the year under review.

PARTICULARS OF EMPLOYEES:

In terms of the provisions Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said rules shall be provided on request of members on sonia.vaid@ikdtl.com.

In terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days and Members interested in obtaining such information may write to the Company Secretary on Mail Id: sonia.vaid@ikdtl.com and the same will be furnished on request.

HUMAN RESOURCE

The employees of the Company have been its key asset and primary contributors in driving the mission of the Company. We believe that sustainable growth can only be achieved by focusing on the well-being of its employees and empowering them with knowledge and values.

The Company puts in best efforts to keep employees motivated by encouraging collaboration on issues relevant to employee, encouraging honest and genuine feedback and providing them the right opportunities in order to develop leadership and to encourage them to work together to achieve the vision of the Company as one team.

Further, during the financial year 2023-24 the Company has implemented new HR Policies for Employees:

1. Attendance and Leave Policy:

This policy outlines guidelines regarding employee attendance, leave entitlements, procedures for requesting leave, eligibility, accrual and usage of leaves and consequences for non-compliance.

2. Workplace Conduct:

The Workplace Conduct sets forth the ethical standards and behavioral expectations for all employees, ensuring a positive work environment.

3. Compensation and Benefits:

This policy delineates Compensation and Benefits for Employees that will be provided in accordance with the applicable laws and regulations and based on the Job classification, assignment duration and client requirement.

4. Health and Insurance:

DTL Provides Group Mediclaim Covergae (GMC) to all full-time and their dependents as well as coverage under Group Personal Accident (GPA) and Workmen Compensation (WC) Policy.

CORPORATE GOVERNANCE & SECRETARIAL STANDARDS & COMPLIANCE SYSTEM

Your Company strives to attain high standards of corporate governance while interacting with all the stakeholders. The increasing diversity of the investing community render corporate governance a vital issue for investors. Your Company believes that timely disclosures, transparent accounting policies and a strong and efficient Management go a long way in maintaining good corporate governance, preserving shareholders trust and maximizing long-term corporate value.

In pursuit of corporate goals, your Company accords high importance to transparency, accountability and integrity in its dealings. Our philosophy for Corporate Governance is driven towards welfare of all the Stakeholders and the Board of Directors remainscommitted towards this end. In addition, your Company has duly followed all applicable Secretarial Standards issued by Institute of Company Secretaries of India from time to time.

In addition, your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

LOAN FROM DIRECTORS OR DIRECTORS RELATIVE

During the financial year under review, the Company has not borrowed any amount(s) from Directors or their relatives.

STATUTORY DISCLOSURES

Your Board Members state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Buy-back of shares.

5. No settlements have been done with banks or financial institutions.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

As the Company has not done any one-time settlement during the year under review hence no disclosure is required.

INDUSTRIAL RELATIONS:

Industrial relations remain peaceful and cordial during the period under review. Your company regards its employees as its core strength and thus undertakes requisite changes in various policies from time to time for their welfare.

COST RECORD AND/OR COST AUDIT

The Maintenance of Cost Record and its Audit under Section 148 of the Companies Act, 2013 and read with The Companies (Cost Records and Audit) Amendment Rules, 2014, is not applicable to the Company during the financial year.

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the co-operation and assistance received from the Central Government, State Governments and all other Government agencies and encouragement they have extended to the Company.

The Directors also thank the Shareholders, Financial Institutions, Banks/ other Lenders, Customers, Vendors and other Stakeholders for their confidence in the Company and its Management and look forward for their continuous support.

The Board wishes to place on record its appreciation for the dedication and commitment of the Company's employees at all levels which has continued to be our major strength.