Disa India Ltd

The Board of Directors has the pleasure in presenting the 39th Annual Report and Audited Financial Statements for the Financial Year ended March 31, 2024, together with the Independent Auditors' Report.

FINANCIAL RESULTS

Your Company has achieved the highest Revenue from Operations of Rs. 3,191.5 Million for the year 2023-24 with an increase of 26.4% over previous year 2022-23 as the Company bounced back post pandemic driven by a buoyant economy and strong macroeconomic indicators. Pro t After Tax for the year also grew by a whopping 46.2% to Rs. 415.4 Million from the previous year due to strong margins.

Summarized financial results for the year are given below.

(Rs. Million)

PERFORMANCE OF THE COMPANY

The best ever Revenue from Operations for the Financial Year 2023-24 of Rs 3,191.5 Million was achieved driven by a strong order backlog at the beginning of the year, increased exports, strong After Marker sales and exploring new markets. The Company's focus during the year continued to be on strong supply chain management, to contain prices, control discretionary expenses and conservation of cash. The Company has continued to expand its sales and market activities in overseas market in Middle East, Africa and CIS countries.

Strong margins were achieved as the Company was able to mitigate the impact of rises in input materials and increase in logistics costs through increases in selling price, advanced buying strategy and increases in aftermarket parts revenue.

The employees of the Company remain partners in the growth story of the Company as they have shown exemplary commitment to take the Company to new heights.

In contrast to the ups and downs witnessed last year, the automotive sector saw a healthy revival in 2023-24 aided by a recovery in economic activities and increased mobility. This along with the infrastructure industries like Railways, Renewable Energy, Steel, Cement, Airports, Ports and Exports were on a growth trajectory. In this scenario, the Company continued to maintain its market share in key businesses.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the Financial Year.

DIVIDEND

Considering the dividend track record of the Company and based on the Company's performance during the current year 2023-24, the Board of Directors had declared an Interim Dividend of Rs.100/- per Equity Share (1000%) totaling to Rs. 145.42 Million, which was paid on March 4, 2024. Considering the strong performance and healthy cash balance in the current year, the Directors have recommended a Final Dividend of Rs. 100/- per Equity Share of Rs. 10 each (i.e., 1000%), amounting to Rs. 145.42 Million, subject to approval by the shareholders. Total of the interim and final dividends paid /to be paid by the Company, if the final dividend is approved by the shareholders, works out to Rs. 290.84 Million at 70% of payout from the profit after tax for the year. As provided in the Finance Act 2020, from the Financial Year 2020-21 and onwards dividend is being taxed in the hands of recipients. Information about taxation of dividend is included in AGM Notice. In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company at https://www.disagroup.com/-/media/ les/shared-pdf-downloads/norican-corporate/disa-india-nancials/3dividenddistributionpolicyjan2022.pdf

RESERVE

The Company has not proposed to transfer any amount to the general reserve.

SHARE CAPITAL

The Authorized Equity Share Capital of your Company is Rs. 50 Million. The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2024 stood at Rs. 14.5 Million.

During the year under review, your Company has not issued any shares with differential voting rights nor granted Stock Options or Sweat Equity. The Company has also not bought back any of its shares during the year under review. As on March 31, 2024, no Directors held shares or convertible instruments of the Company except the Managing Director who held 1 (one) Equity Share of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ECONOMIC SCENARIO AND OUTLOOK

The geopolitical situation continues to be very uncertain in view of the European and Middle East wars. The global slowdown is another phenomenon which has impacted major markets and big economies. Since we do business in export markets, we are not immune to having an impact arising out of these situations. Your company does not have a direct business exposure to the war zone and is not impacted by restrictions on both Russia and Belarus. The Company continues to watch these developments and their impact on its business quite rigorously.

We have seen a resurgent demand for automobiles and infrastructure development sectors in the last Financial Year and it may continue in the new Financial Year as well. The continuity of interest rates over the last quarters has impacted on the pace of growth of the capital goods sector. There is a slight underutilization of current capacities and liquidity continues to be an issue. However, your Company is well equipped to take suitable measures to respond to the ever-changing external environment from time to time. Your Company continues to explore new geographies, new applications of its products and newer revenue streams including its Norican digital initiatives to overcome such challenges in the long term.

INDUSTRY OUTLOOK AND OPPORTUNITIES

In the light of strong impetus and focus on manufacturing industry in the Indian market, the foundry industry has further assumed importance more than ever before. This focus not only remain domestic, but also exports in view of automotive customers sourcing components for the global products from Indian foundries.

The overall outlook for the foundry industry stays stable with growth orientation, due to growth in the end customer industries such as automotive, agriculture, infrastructure, railways & general engineering. India continues to produce approximately 12.5 + million ton of castings per annum and is positioned as a second highest producer in the world after China followed by US in the 3rd position. The industry has seen an average growth rate of 4-5% in India. Automotive is the biggest casting consumer in the market and industry has seen a growth in all segments except for tractors and trucks in the year 2023/24. A speedy investment by government on the infrastructure focusing on low-cost housing, railways, roads, airport, ports has added to stability on the demand side. This has helped the foundries to plan their production processes better and built-in mechanism to improve the quality of the end casting. We are also seeing customers who have taken advantage on the economic infrastructure in India to move from neighboring countries in India.

The Competition has been heating up, with new entrants aspiring to take a share of this growing industry. Global players are not shying away from taking a share in the Indian market by investments in India through acquisitions. Large forging companies in India have made acquisitions in the foundry industry to add up to the competitive environment.

The challenges in this industry are arising as the demand for cleaner technology, access to finance, high interest rates, the need for continuous innovation and upgradation, availability of skilled workforce and compliance with international quality standards and regulations.

Technological advancements in the foundry industry continue to be on the top of the agenda for major players. Your Company offers a strong technological advantage by bringing in global technologies to the Indian market on ongoing basis. Your Company has a strong manufacturing base, with a unique workforce of qualified and experienced engineers, project managers and application experts to meet the ever changing and intricate demand from customers. A close working relationship with the global technological centers in Norican group, DISA India for the last Four decades has been at the forefront with “Exceeding Customers Expectations” approach. DISA India holds a major share in the Indian foundry industry and has also made inroad by setting up new foundries across Middle East and CIS countries. Our “Full Foundry” approach brings a unique advantage to the customers. The digital solution offered in “Monitizer” is helping to make foundries digitally ready for the future. DISA India has created a unique model of engaging with customers on “Long term service contracts” thereby effecting positive outputs, reduction in downtimes and overall cost reduction per KG of castings. Our Aftermarket product offerings near to the customers production lines, through distributors is unmatched in the industry. We now have relevant stocks with our distributors' warehouse to create supply chain ef ciency for the end customers.

The GDP estimates for the Financial Year 2024-25 stay positive at 6.5 to 7 % and India remain the highest growing major economy of the world. Although we do not see any visible signs of downturn, we are keeping a cautious growth direction owing to the Geo- political issues across the world.

The Index of Industrial Production (IIP) and Purchasing Managers' Index (PMI) have historically been good indicators for business sentiments in capital goods order intake. Movements in IIP and PMI have been explained in the following charts.

The Index of Industrial Production (IIP):

Manufacturing PMI:

SOURCE: TRADINGECONOMICS.COM

MARKET DEVELOPMENT

While your Company has delivered well in the Financial Year 2023-24, the threat of uncertainties unfolded by the current geopolitical issues, continues to impact the markets globally.

Full Foundry Solution from your Company has seen a positive impact in way to go to the market not only in India but the export business as well. We have completed a full foundry in Qatar and in the process of building a new one at Uzbekistan. The Company's exports to major markets with the help of the group continue to create new business opportunities.

Norican digital “Monitizer” is offered as a part of our standard OEM solution and has been accepted well by the customers. Our continuous endeavor to digitize the installed base has also received a positive response from the market.

We have strengthened the aftermarket distribution channel by holding parts near to the point of consumption.

Our 5 distributors, with stocks in 9 locations, have created a benchmark in the industry on supply chain efficiency. We have received appreciation regarding the availability and faster delivery services to the end customers.

As a part of your Company's commitment to SBTi (Science Based Targets initiative) to reduce carbon footprint, Tumkur plant has started to draw renewable power from a wind farm since March 2024.

KEY RATIOS

As required by the Listing Regulations, the Company is required to furnish the details of significant changes (i.e., change of 25% or more as compared to the immediate previous Financial Year) in key financial ratios, along with detailed explanations for the changes. The Company has identified the following ratios as key financial ratios:

During the year, there were favorable changes in the above ratios. The increase in profit margin was driven by an increase in volume of OEM sales. Increase in Debtors turnover ratio is indicative of the high Sales and robust collection. The details of return on net worth at standalone and consolidated levels are given below:

Return on net worth is computed by dividing the net profit by year end net worth. Increase in Net profit during the year has increased the return on Net worth.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to comply with Corporate Social Responsibility (CSR) as a good corporate citizen. The Directors are pleased to report that your Company is pursuing its efforts to support the community circles in which it operates. The Company's CSR program titled “NORICAN Scholarship” has helped in providing financial assistance to less privileged students up to standard twelve as well to students seeking diplomas in Engineering. “NORICAN Scholarship” program has made scholarships available to students in eight educational institutions in the neighbourhood of your Company's plant. During the Financial Year, scholarships were provided to 518 needy students. Directors have the pleasure to report that your Company has provided scholarships to 3,829 students since inception. In addition, your Company has invested in infrastructure development for the schools to provide drinking water, teaching aids and sanitation. Your Company has also extended scholarships to 50 meritorious Engineering students through an NGO 'Foundation for Excellence India Trust' and since inception 542 students have been given the scholarships. The Company has partnered with National Institute of Advanced Manufacturing Technology (NIAMT) [Formerly National Institute of Foundry and Forge Technology (NIFFT)], Ranchi and put in place a scholarship in the name of “Jan Johansen DISAMATIC Scholarship” to provide scholarship to 5 top meritorious students every year to create future foundry men. During the year, the Company has spent Rs. 0.4 Million towards this scholarship.

The Company has partnered with the That's Eco Foundation (Registered Trust), Bangalore for plantation of 1000 saplings during the year. Focus is on forest and sustainable greening using the options such as wetland, Miyawaki forest (technique pioneered by Japanese botanist Akira Miyawaki, which helps in growing dense, native forests), traditional forest, grassland ecology for plantation. The Company's policy on Corporate Social Responsibility and Corporate Social Responsibility projects pursued by the Company are available on the website of the Company at https://www.disagroup.com/-/media/ les/shared-pdf-downloads/norican-corporate/disa-india-nancials/csr_policy_20230117_final.pdf

The Composition of CSR Committee, details of the amounts spent during the current Financial Year and the manner in which it was spent are provided in Annexure - A.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee comprising three Directors, Managing Director and the Chief Financial Officer. The Committee met two times during the year. This Committee shoulders the responsibility of monitoring and reviewing the risk management plan and periodical review of the Risk Management Policy and appraise the Board about risk assessment and mitigation procedure. It also undertakes to ensure that Executive Management controls risks by means of properly designed risk management framework.

All the insurable assets of the Company are deemed to have been adequately insured.

Risk Management Policy is hosted on the Company's website at https://www.disagroup.com/-/media/files/shared-pdf-downloads/norican-corporate/disa-india-financials/4riskmanagementpolicyjan2022.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a Whistle Blower Policy for vigil mechanism which is available in the website of the Company at https://www.disagroup.com/-/media/les/shared-pdf-downloads/norican-corporate/disa-india-financials/2whistleblowerpolicyjan2022.pdf Complaints raised, if any, are dealt with as per this policy. No complaints have been received during the year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

There has been no change in the constitution of Board during the year under review. The Members approved the re-appointment of Mr. Lokesh Saxena (DIN: 07823712) at the 38th Annual General Meeting of the Company for a period of three years effective from June 21, 2023 to June 20, 2026. None of the Directors is disqualified from being appointed as such under the provision of Section 164 of the Companies Act, 2013.

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Ulla Hartvig Plathe Tonnesen (DIN: 08507796), retires at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

The Independent Directors, Ms. Deepa Hingorani and Mr. Bhagya Chandra Rao have maintained the highest standards of integrity in their dealings with the Company. They also possess the requisite expertise and experience (including Proficiency) necessary for acting as Independent Directors of the Company. Annual Declarations received from both for the year 2023-24 contain af rmations regarding registrations in the data bank.

The Company has three Key Managerial Personnel (KMP), Mr. Lokesh Saxena, Managing Director, Ms. Vidya Jayant, Chief Financial Officer and Ms. Shrithee M S, Company Secretary & Compliance Officer. Mr. Amar Nath Mohanty, Chief Financial Officer retired from the services of the Company at the close of business hours on April 22, 2024 and Ms. Vidya Jayant was appointed as the Chief Financial Officer effective from April 23, 2024. Ms. Shrithee M S, Company Secretary & Compliance Officer resigned from the office at close of business hours on April 29, 2024 and was again appointed as the Company Secretary & Compliance Officer effective from May 23, 2024.

The Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company and other related information have been provided in the Corporate Governance Report which forms part of this report.

Policy on appointment and remuneration of Directors and KMPs is available in the website of the Company at https://www.disagroup.com/-/media/ les/shared-pdf-downloads/norican-corporate/disa-india-financials/2024_dilfiremuneration_policy.pdf

INDEPENDENT DIRECTORS

Declarations under Section 149(7) of the Companies Act, 2013 have been received from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Companies Act, 2013 and as per the Listing Regulations.

The Board has evaluated the Independent Directors and confirms that Ms. Deepa Hingorani and Mr. Bhagya Chandra Rao have fulfilled the independence criteria as specified in the Listing Regulations and their independence from the management. Details on terms of appointment of Independent Directors and the familiarization program have been displayed on website of the Company at https://www.disagroup.com/-/media/ les/shared-pdf-downloads/norican-corporate/disa-india-financials/2024_familiarisation_program_for_independent_directors_29052024.pdf

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year, four (4) Meetings of the Board of Directors were held, as per the Companies Act, 2013 and the Listing Regulations. The details of the Meetings are furnished in the Corporate Governance Report.

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. The Agenda of the Meetings were circulated to Directors in advance. Minutes of the Meetings of the Board of Directors were circulated amongst the Directors for their perusal.

BOARD EVALUATION

Pursuant to the requirements of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees and of individual Directors. Further, the Independent Directors, at their exclusive Meeting held on February 2, 2024, reviewed the performance of the Board, its Chairman and Non-Independent Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence. The Nomination and Remuneration Committee has reviewed the existing criteria for evaluation of performance of the Independent Directors and the Board and reviewed the existing policy of remuneration of Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: -

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that year;

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

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

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Internal Controls in the Company have been designed to further the interest of all its stakeholders by providing an environment which is facilitative to conduct its operations and to take care of, inter alia, financial and operational risks with emphasis on integrity and ethics as a part of work culture.

The scope and authority of the Internal Audit (IA) is defined every year by the Audit Committee. To maintain its objectivity and independence, the Internal Auditors report to Chairman of the Audit Committee and the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company and its compliance with accounting procedures, financial reporting and policies at all locations of the Company. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Any significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board. No major internal control weakness was identified during the year. The Company also has a well-functioning Whistle Blower Policy in place.

The Board has appointed Protiviti India Member Private Limited to continue as the Internal Auditors of your Company for the Financial Year 2024-25.

DEPOSITS

Your Company has neither accepted nor renewed any Deposits from the public within the meaning of the Companies Act, 2013, and hence, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has one Wholly Owned Subsidiary “Bhadra Castalloy Private Limited”.

The performance of Subsidiary during the Financial Year 2023-24, being the eighth year of operations, has been quite satisfactory. The Audited Financial Results of the Wholly Owned Subsidiary for the Financial Year ended March 31, 2024, are consolidated with the Financial Results of the Company for the Financial Year. Revenue from operations and Pro t after tax of the Subsidiary Company were Rs. 125.4 Million and Rs. 13.4 Million respectively. Revenue from operations for the year was higher by 1.7% and Pro t after tax was 0.7% lower as compared to previous year.

Consolidated Revenue from Operations of the Company for the year was Rs. 3,285.5 Million as against Rs.2,619.0Million in the previous year, with an increase of 25.4%.

A statement relating to Subsidiary Company in Annexure - B in Form AOC-1 is part of this report.

Your Company did not have any Joint Venture or Associate Company at the end of the Financial Year.

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered into, during the Financial Year were in the ordinary course of business, on arm's length basis and were as per prior omnibus approvals of the Audit Committee; where needed. The Company has obtained post facto approvals of the Audit Committee. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All the Related Party Transactions were placed before the Audit Committee as well as the Board for approval. Prior omnibus approval of the Audit Committee was obtained on an yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their noting/approval on quarterly basis. The details of all Related Party Transactions are disclosed in the SI. No. 37 of the Notes forming part of the Financial Statements.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties are given in Annexure - C in Form AOC-2 is part of this report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and the details of all the Related Party Transactions are disclosed in the financials. The Policy is available on the website of the Company at https://www.disagroup.com/-/media/ les/shared-pdf-downloads/norican-corporate/disa-india-financials/5dilpolicyonrpt2022.pdf

GROUP COMPANIES

Persons constituting Group coming within the definition of “Group” as defined in the Competition Act, 2002 includes the following:

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments between the end of the Financial Year and the date of the report, which affects the financial position of the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN, OR SECURITY PROVIDED BY THE COMPANY

Your Company has made an investment of Rs. 44 Million in the Equity Share Capital of its Wholly Owned Subsidiary Company, Bhadra Castalloy Private Limited during the year 2015-16. It has extended interest-bearing intercompany demand loan of Rs. 26 Million in the year 2016-17 for the purpose of financing the purchase considerations paid for acquisition of the foundry by the Subsidiary of which Rs. 8.5 Million has been repaid in the year 2022-23.The Company had also given a Corporate Guarantee of Rs. 35 Million to Kotak Mahindra Bank on behalf of its subsidiary for providing banking facilities. The above Investment in equity, loan extended and guarantees given are well within the limits prescribed under the provisions of Section 186 of the Companies Act, 2013.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 Messrs. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) were appointed as Statutory Auditors of the Company for a term of 5 years, to hold office from the conclusion of the 38th AGM till the conclusion of the 43rdAGM. During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria as per Companies Act, 2013 and Code of ethics issued by the Institute of Chartered Accountants of India.

COST AUDITORS

The Cost accounts and records as required to be maintained under Section 148 (1) of the Act are duly made and maintained by the Company.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of its activity are required to be audited. Your Board has, in its Meeting held on May 25, 2023, based on the recommendation of the Audit Committee, appointed Messrs. Rao, Murthy & Associates, Bengaluru as Cost Auditors of the Company for the Financial Year ended March 31, 2024.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Practising Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024. The Report of the Secretarial Auditor is annexed in

Annexure -D.

EXPLANATION BY BOARD ON ADVERSE COMMENTS BY AUDITORS

There were no adverse comments by the Auditors of the Company and hence, no explanations are provided.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Companies Act, 2013.

CORPORATE GOVERNANCE

As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V(E) of the Listing Regulations from Mr. Vijayakrishna KT, Practising Company Secretary, regarding compliance of conditions of Corporate Governance are given in Annexure - E and Annexure - F respectively, forming part of this report. As required by SEBI (LODR)(Amendment) Regulations, 2018, 'Annual Secretarial Compliance Report' issued by Mr. Vijayakrishna KT, Practising Company Secretary for the Financial Year ended March 31, 2024 will be led with BSE within the due date of May 30, 2024.

Further, in compliance with the Listing Regulations, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines. As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Audit of the Company and periodically reporting their findings on systems, procedures and management practices.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The 'Business Responsibility and Sustainability Report' (BRSR) of your Company for the Financial Year ended March 31, 2024 as given in Annexure - G forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets. The Company has a three-year long-term agreement with the workmen effective from October 1, 2021 to September 30, 2024.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure - H which forms part of this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company at https://www.disagroup.com/en-in/investor-relations/financial-reports/extract-of-annual-return.

MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF

COMPANY

There were no orders passed by any Court or Regulator or Tribunal during the year under review which impacts the going concern status of the Company.

REMUNERATION POLICY

The Nomination and Remuneration Policy, inter-alia, provides for criteria and qualifications for appointment of Director, Key Managerial Personnel and Senior Management, Board diversity, remuneration to Directors, Key Managerial Personnel, etc. The Policy can be accessed at the following link: https://www.disagroup.com/-/media/ les/shared-pdf-downloads/norican-corporate/disa-india- nancials/2024_dilfiremuneration_policy.pdf

PARTICULARS OF EMPLOYEES

During the year, there were two employees who received remuneration exceeding Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs Only) per annum and/or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand Only) per month. The details are as under:

There were no employees posted and working in a country outside India, not being Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the details are not required to be circulated to the Members and not required to be attached to this Annual Report. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under 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, is provided in a separate Annexure - I forming part of this report. Further, the report and the accounts are being sent to the Members excluding the particulars of top ten employees. In terms of Section 136 of the Companies

Act, 2013 particulars of top ten employees is open for electronic inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

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

The Company has in place a Gender-Neutral Policy on Zero Tolerance towards Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2023-24. No. of complaints received: Nil.

No. of complaints disposed off: Nil. OTHER DISCLOSURES

a) Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year.

b) During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016. c) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions.

ACKNOWLEDGEMENT

Your Directors place on record the appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, the Government of Karnataka, Company's Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

For and on behalf of the Board of Directors