Dhani Services Ltd

Dear Shareholders,

Your Directors are pleased to present the Twenty Ninth Annual Report of the Company alongwith the audited statement of accounts for the financial year ended March 31, 2024.

Over the past year, we have strategically invested in various projects to diversify our portfolio, and align with market trends. Our real estate initiatives began as a response to the growing demand for diverse real estate investments, the potential for sustainable long-term growth and recognizing the need to adapt to changing market conditions and consumer preferences.

The primary objectives of our real estate initiatives are:

- To achieve a balanced and diversified portfolio that mitigates risk

- To generate consistent and robust revenue streams

- To enhance shareholder value through strategic investments

- To contribute to community development and sustainability Looking ahead, we are committed to:

- Continuing our focus on high-growth areas and sectors

- Enhancing our sustainability efforts to meet regulatory and societal expectations

- Exploring new investment opportunities in emerging markets.

- Leveraging technology to improve efficiency and tenant satisfaction

We remain confident that our strategic approach to real estate investments will continue to drive growth and create long-term value for our shareholders.

We thank you for your continued support and confidence in our vision. Our real estate initiatives are a testament to our commitment to innovation, sustainability, and strategic growth.

FINANCIAL HIGHLIGHTS (STANDALONE)

The financial highlights of the Company, for the financial year ended March 31, 2024, are as under:

The total revenue of the Company during the financial year ended March 31, 2024 stood at Rs. 9,541.91 lakh with a net loss of Rs. 1,438.01 lakh. The Company proposes to retain the entire amount of Rs. 22,281.17 lakh in the statement of profit & loss. The consolidated revenue of the Company stood at Rs. 47,933.60 lakh and the consolidated net loss after tax stood at Rs. 37,394.28 lakh.

DIVIDEND

The Company has not declared any dividend during the financial year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with applicable provisions under the Companies Act, 2013 and regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations') and in terms of Board authorisations dated June 18, 2023 and August 11, 2023, the shareholders of the Company on September 14, 2023, through Postal Ballot, have approved the appointment of Mr. Gurbans Singh (DIN: 06667127) as Whole-time Director & Key Managerial Personnel designated as Executive Chairman of the Company, for a period of 5 years w.e.f. June 18, 2023, re-appointment of Ms. Swati Jain (DIN: 09784228) as NonExecutive Independent Director of the Company for second consecutive term of 2 years effective from November 11, 2023 and appointment of Mr. Prem Prakash Mirdha (DIN: 01352748) as Non-Executive Independent Director of the Company for a period of 2 years w.e.f. August 11, 2023. The existing term of Mr. Aishwarya Katoch (DIN: 00557488) as Non-Executive Independent Director of the Company is upto December 31, 2024. On the recommendation of the Nomination & Remuneration Committee, the Board of directors of the Company in its meeting held on August 9, 2024 has re-appointed Mr. Katoch as Non-Executive Independent Director of the Company for second consecutive term of 2 years effective from January 1, 2025.

All the Independent Directors have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act, and in Regulation 16(1)(b) of SEBI LODR Regulations. The brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas, terms of appointment, names of companies in which they hold directorships, memberships/ chairmanships of Board Committees, along with names of listed entities from which they have resigned in the past three years, are provided in the Notice convening the 29th Annual General Meeting of the Company.

To ensure the continuity of guidance, vast experience, knowledge and managerial skills, on the recommendation of the Nomination & Remuneration Committee the Board has re-appointed Mr. Divyesh B. Shah (DIN: 00010933) as Whole Time Director & Key Managerial Personnel of the Company, designated as CEO, for a period of 3 years w.e.f. April 1, 2024 to March 31, 2027.

In compliance with the applicable regulatory provisions, the Board has recommended the re-appointment of Mr. Amit Ajit Gandhi (DIN: 07606699), who retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment as director.

During the financial year 2023-24 and upto the date of this report, the following changes have also taken place in the Board:

(a) Mr. Sameer Gehlaut (DIN: 00060783), who had moved to the role of Non-Executive Chairman of the Company w.e.f. March 31, 2023, had resigned due to his personal reasons and other commitments w.e.f. June 17, 2023;

(b) On completion of tenure, Dr. Narendra Damodar Jadhav (DIN: 02435444) has ceased to be Non-Executive Independent Director of the Company w.e.f. August 22, 2023; and

(c) In compliance with applicable provisions under the Companies Act, 2013 and regulation 17(1C) of the SEBI LODR Regulations, the re-appointment of Mr. Divyesh B. Shah (DIN: 00010933) as Whole Time Director & Key Managerial Personnel of the Company, designated as CEO, for a period of 3 years w.e.f. April 1, 2024 to March 31, 2027 has been approved by the shareholders of the Company on June 20, 2024, through Postal Ballot.

SHARE CAPITAL

During the financial year 2023-24, and upto the date of this report, the Company has not raised any share capital. The paid up share capital of the Company is Rs. 121,62,96,148.40 divided into 60,32,59,386 fully paid up equity shares of face value Rs. 2/- each and 88,88,524 partly paid-up equity shares of face value of Rs. 2 each, paid up Rs. 1.10 each (PPS). Voting rights in respect of PPS are proportionate to the amount paid-up thereon.

ESOP/SAR SCHEMES

During the year under review there was no variation in the terms of the options granted under any of the ESOP/SAR schemes and all the schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations").

The disclosures required to be made under SBEB Regulations and the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, in respect of all existing ESOP Schemes/SARs of the Company have been placed on the website of the Company www.dhani.com.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The fully paid up Equity Shares (ISIN: INE274G01010) and partly paid up Rights Equity Shares (ISIN: IN9274G01034) of the Company continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2024-25 have been paid. In view of very low number of outstanding GDRs vis-a-vis very thin volume of trading in GDR's, during the year under review, the Company got the GDRs delisted from Luxembourg Stock Exchange.

SCHEME OF ARRANGEMENT

In line with the long term business objectives of the Company to further accelerate the scaling up of the operations and to provide synergy of consolidated business operations and management and to streamline the operations of the Company and /or its identified subsidiaries to have a simplified and streamlined holding structure with pooled resources, the Board of Directors of the Company, has approved the composite Scheme of Arrangement inter-alia involving Amalgamation of the Company along with its certain subsidiary companies with and into Yaari Digital Integrated Services Limited ("Amalgamated Company" / "Resulting Company "Yaari") and subsequent automatic dissolution of Amalgamating Companies.

Under the proposed Scheme subsidiaries of the Company getting amalgamating with Yaari are Savren Medicare Limited, Auxesia Soft Solutions Limited, Gyansagar Buildtech Limited, Pushpanjli Finsolutions Limited, Devata Tradelink Limited, Evinos Developers Limited, Milky Way Buildcon Limited, Indiabulls Consumer Products Limited, Indiabulls Infra Resources Limited, Jwala Technology Systems Private Limited, Mabon Properties Limited and Juventus Estate Limited.

The Scheme is subject to all applicable statutory and regulatory approvals, including approval from the stock exchanges, SEBI, shareholders and creditors of the company and the jurisdictional bench of the NCLT. Post filing the Scheme with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), the Company has received the Observation Letters from BSE and NSE on March 1, 2024 and March 4, 2024, respectively. Hon'ble Competition Commission of India (CCI) has approved the Scheme on December 19, 2023 and detailed Order of CCI has also been received. First motion application has been filed with Hon'ble National Company Law Tribunal, Chandigarh on April 10, 2024.

Upon the Scheme coming into effect, the fully paid-up equity shares of Yaari will be issued to the shareholders of the Company, basis the swap ratio as mentioned in the scheme i.e.

"294 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each fully paid-up"

"162 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each partly paid-up. The paid-up value of partly paid-up share is 55% i.e. INR 1.1. The exchange ratio has been computed in proportion to paid up value."

CHANGE IN REGISTERED OFFICE OF THE COMPANY

Pursuant to shareholders' authorization through postal ballot dated May 25, 2023 and on receipt of certificate of registration from the office of Registrar of Companies, the Registered Office of the Company has been shifted, w.e.f. May 1, 2024, from NCT of Delhi at '1/1E, First Floor, East Patel Nagar, New Delhi-110008' to the State of Haryana at '5th Floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurgaon-122016.

STATEMENT OF DEVIATION(S) OR VARIATION(S) PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

On the utilization of proceeds of Rights Issue of the Company, there was no deviation from the Objects stated in the Letter of Offer for Company's Rights Issue.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI LODR REGULATIONS

The information required to be disclosed pursuant to Section 134 and Section 197 of the Act read with the relevant rules (to the extent applicable) and SEBI LODR Regulations, not elsewhere mentioned in this Report, are given in "Annexure A" forming part of this Report.

(a) Statutory Auditors

In compliance with the applicable regulatory provisions, the existing term of M/s Sharp & Tannan Associates, Chartered Accountants (Firm Registration Number 109983W), as the Statutory Auditors of the Company shall come to an end at the conclusion of the ensuing Annual General Meeting of the Company. The Board places on record its appreciation for the services rendered by M/s Sharp & Tannan Associates as the Statutory Auditors of the Company.

In terms of applicable provisions, the Board, on the proposal of the Audit Committee, has recommended for the appointment of M/s Hem Sandeep & Co., Chartered Accountants (Registration No. 009907N), as the Statutory Auditors of the Company for a term of 3 years from the conclusion of ensuing 29th Annual General Meeting until the conclusion of 32nd Annual General Meeting of the Company to be held in the calendar year 2027. Consent and certificate u/s 139 of the Companies Act, 2013 have been obtained from M/s Hem Sandeep & Co., Chartered Accountants, to the effect that their appointment, if made, shall be in accordance with the applicable provisions of the Act and the Rules issued thereunder. As required under the SEBI LODR Regulations, M/s Hem Sandeep & Co., Chartered Accountants, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Notes to the Accounts referred to in the Auditors' Report are self - explanatory and therefore do not call for any further explanation. No frauds have been reported by the Auditors of the Company in terms of Section 143(12) of the Act.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Company has appointed M/s Sukesh & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year 2023-24. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2023-24, is annexed as "Annexure 1" and forming part of this Report. The Secretarial Audit Report is self-explanatory and therefore do not call for any further explanation.

The Secretarial Compliance Report as prescribed by SEBI is annexed as "Annexure 2" and forming part of this Report.

The Secretarial Audit Report of material subsidiary companies, namely, Dhani Loans and Services Limited, Indiabulls Asset Reconstruction Company Limited, Dhani Healthcare Limited, Indiabulls Distribution Services Limited and Dhani Stocks Limited are annexed as "Annexure 3", "Annexure 4", "Annexure 5", "Annexure 6" and "Annexure 7", respectively.

(c) Cost Records

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Act.

CORPORATE SOCIAL RESPONSIBILITY

The Company firmly believes that for an organisation to succeed in long term, it is imperative to keep the overall well-being of the society at the core of its values and purpose. Our main objective in this regard is to do meaningful work with measurable output and maximum impact on the society. The Company's vision is to contribute towards a society where quality healthcare, education and livelihood opportunities converge to create an equitable future for all families and communities. Corporate Social Responsibility is not mere an obligation for us but we yearn to transform Bharat into a stronger and healthier nation.

Mata Krishnawanti Memorial Educational Society (MKMES) is the CSR arm of the Company and drives its various social engagement initiatives. As the Social Development arm, MKMES assesses the pressing needs of the marginalized communities and delivers tailor-made solutions aimed at improving overall living standards of the communities it works with.

During the FY 2023-24, the Company had paid an amount of Rs. 17.90 lacs being 2% of average net profits of the Company for three immediately preceding financial years, to MKMES towards effectuation and implementation of CSR activities for FY 2023-24, on the promotion of Education, on ongoing project basis.

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken CSR projects in the area of Promoting Education including programs for employment enhancing vocational skills, as per its CSR Policy (available on Company's website) https://www.dhani.com/services/wp-content/uploads/2020/12/csr-policy-isl_1564987829.pdf and the details are contained in the Annual Report on CSR Activities given in "Annexure 8", forming part of this Report. The project is in accordance with Schedule VII of the Act read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI LODR Regulations, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Business Responsibility and Sustainability Report (BRSR) is uploaded on the website of the Company https://www.dhani.com/services/wp-content/uploads/2024/08/BRSR-Report-FY23-24_DSL. pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

a) that in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2024 and of the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.