డైరెక్టర్ల నివేదిక Dhanuka Infra Realty Ltd.

Mar 31, 2025

Your directors have immense pleasure in presenting the 18th Annual Report on the business and operations
of the Company together with the Audited Standalone and consolidated financial statement and the Auditors''
Report for the financial year ended 31st March, 2025.

• FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the financial year ended March 31, 2025 and its comparison with
previous year is summarized below: (Rs. In ''00)

	Standalone		Consolidated
Particulars	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	3,12,719	2,08,192	4,03,219	2,08,192
Other Income	48,713	58,475	2,15,264	2,61,958
Total Revenues	3,61,432	2,66,667	6,18,483	4,70,150
Cost of Material consumed	83,830	22,046	83,830	25,824
Purchase of Stock in Trade	-	-	-	-
Changes in inventories of finished goods work in progress and stock in trade	33,466	1,02,941	73,962	1,02,941
Employee benefits expense	33,434	24,898	33,435	29,098
Finance cost	67,137	1,05,999	67,137	1,06,004
Depreciation and amortization expense	540	664	10,266	10,355
Other expenses	24,530	26,117	75,789	58,421

Total expenses	2,42,937	2,82,665	3,44,419	3,32,643
Profit before tax	1,18,495	(15,998)	2,74,064	1,37,507
Tax expenses	29807	(3,706)	69,501	35,583
Profit after tax	88,688	(12,292)	2,04,563	1,01,924
Basic earnings Per Share (in Rs.)	1.15	(0.16)	2.64	1.37
Diluted earnings Per Share (in Rs.)	1.15	(0.16)	2.64	1.37

• REVIEW OF BUSINESS OPERATIONS

In FY 2024-25, Dhanuka Realty Limited focused on ongoing development across its residential, commercial,
and infrastructure projects. The Company also expanded its services in land aggregation and design
consultancy, supporting both its own projects and external clients. Improved execution and timely delivery
helped strengthen its position in the Rajasthan real estate market. |

Your Company''s Standalone Total Profit (loss) after tax for the current financial year 2024-25 is Rs. 88.69
Lakhs [profit (loss) after tax for the previous financial year is Rs. (12.29) lakhs].

• STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

Your Directors are optimistic about company''s business and hopeful of better performance with increased
revenue in the coming year. There was no change in the nature of business of Company during the year.

Both Subsidiary companies i.e., Triveni Kripa Buildhome Private Limited and Dhanuka Affordable Housing
Private Limited are real estate development and Construction Companies. Further details of the subsidiaries
are enclosed in Annexure-I.

Triveni Kripa Buildhome Private Limited Profit after tax for the current financial year 2024-25 is Rs. 115.99
lakhs

Dhanuka Affordable Housing Private Limited Profit after tax for the current financial year 2024-25 is Rs.
(0.12) lakhs

• DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances has decided
that it would be prudent, not to recommend any Dividend for the year under review.

• TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of
the Companies Act, 2013 do not apply.

• AMOUNT TRANSFERRED TO RESERVE

Your Company transferred Profit/Loss of Rs. 88.69 lakhs to the Reserve for the year under review.

• SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 12,00,00,000/-(Rupees Twelve Crores only) divided into
1,20,00,000 (One Crore Twenty Lakhs only) equity shares of Rs. 10 each.

The Issued, Subscribed and Paid-Up Capital of the Company as on March 31, 2025 was Rs. 7,74,00,400/-.

a) Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financial year 2024-25 and
therefore details as provided in Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not
applicable on the company.

b) Issue of sweat equity shares

Your Company has not issued sweat equity shares for the financial year 2024-25 and therefore details as
provided in Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the
Company.

c) Issue of employee stock

Your Company has not issued employee stock option for the financial year 2024-25 and therefore details as
provided in Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the
Company.

d) Provision of money by company for purchase of its own shares by employees or by Trustees for the

benefit of employees: N.A. r I P ¦ I m I X \

The Company has no other type of securities except equity shares forming part of paid-up capital.

• DEPOSITORY PARTICIPANT

Your Company’s equity shares are available for dematerialization through National Securities Depository
Limited and Central Depository Services India Limited.

• LISTING ON STOCK EXCHANGE

Dhanuka Realty Limited got its shares listed on the SME Platform of NSE i.e. NSE Emerge on October 18,
2016. The listing fees have been duly paid to the exchange for the financial year 2024-25.

• APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

o During the Financial Year 2024-2025, Mr. Yogesh Dhanuka (DIN: 01437705), was re-appointed as
Chairman and Managing Director of the Company for the period of 3 years w.e.f; 22^nd August,
2024.

o During the Financial Year 2024-2025, Mr. Anil Sharma (DIN: 10169968), Additional Non¬
Executive Director resign from the directorship of the company w.e.f. 06th September, 2024.

o During the Financial Year 2024-25, Mr. Anil Sharma (DIN: 10169968) was appointed as
Additional Non-Executive Director of the company w.e.f. 14^th November, 2024.

o Pursuant to the provisions of Section 203 of the Act, Mr. Yogesh Dhanuka, Managing Director, Mr.
Aditya Malpani, Chief Financial Officer and Mr. Ankit Sain, Company Secretary are the Key
Managerial Personnel (KMP) of the Company as on 31 March 2025.

o During the Financial Year 2024-25, Mr. Ankit Sain (M. No. A-44868) resigned from the post of
Company Secretary & Compliance Officer and 31/03/2025 being his last working day and Ms.
Tanisha Gupta (M. No. A76024) was appointed as Company Secretary & Compliance Officer of the
Company w.e.f; 01/04/2025.

o After the end of Financial Year 2024-25 and upto the date of Board Report Mr. Aditya Malpani
(DIN: 06428810) resigned from the post of CFO on 7^th August, 2025 and in his place Mr. Ankit
Sain (DIN: 10547085) was appointed as CFO. Further, Mr. Anil Sharma (DIN: 10169968) resigned
from the post of Additional Non-Executive Director on 7^th August, 2025 and in his place Mr.
Pushpendra Singh (DIN: 07159002) was appointed as Additional Non-Executive Director on the
same day.

o Pursuant to section 152 of the Act, Mr. Yogesh Dhanuka, Managing Director, is liable to retire by
rotation at the ensuing 18th Annual General Meeting. He is eligible for re-appointment and has
offered himself for the re-appointment as Director of the Company. The Board recommended the
same to the shareholders of the Company for their approval.

• VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements), 2015, the company has vigil mechanism in the form of Whistle Blower Policy for
their Directors and employees to report genuine concerns or grievances to deal with instances of fraud or
mismanagement. During the year under review, the Company has not received any complaint under this
policy. The policy is available on the Company''s website at https://www.dhanukarealty.in.

• POLICY RELATED TO THE APPOINTMENT OF DIRECTORS AND OTHER RELATED MATTER

Company has a policy for the appointment of Directors'' which is managed by the Nomination and
Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013.

The Committee has specified criteria for determining qualifications, positive attributes and other matter for
the specific post on which appointments are made and shall be made in future on the board of the Company.

We affirm that the remuneration paid to the Director''s is as per the terms laid out in the nomination and
remuneration policy of the Company. The policy is available on the Company''s website at
https://www.dhanukarealty.in

• DECLARATION BY THE INDEPENDENT DIRECTORS

During the year under review, the Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and under Rule 6(3) of The Companies (Appointment
and Qualifications of Directors) Rules, 2014 that they are in compliance of sub-rule (1) and sub-rule (2) of
Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and that they have
complied with the Code for Independent Directors prescribed in Schedule-IV of the Act. The Board is of the
opinion that Independent Directors of the Company fulfill the conditions of independence specified in the Act
and that they are independent of the management.

• COMMITTEE FORMED

Company has the following committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationships Committee

The details of all the Committees of the Board along with their composition and meetings held during the year
are as under:

1. AUDIT COMMITTEE

Composition

The Company has constituted an Audit Committee and the constitution of Audit Committee is as per
requirement of section 177 of the Companies Act, 2013 and the Committee act in accordance with the terms of
reference as specified in Section 177 of the Companies Act, 2013 and any other regulatory provisions.

As on 31.03.2025, the Audit Committee comprises of two Non-Executive Independent Directors viz. Mr.
Dheeraj Borad (Chairman) & Mrs. Shraddha Jain (Member), and one Executive Director Mr. Aditya Malpani
(Member).

Meeting and Attendance

Four meetings of Audit Committee were held in 2024-2025 i.e., on 30/05/2024, 19/07/2024, 13/11/2024
and 20/01/2025.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Dheeraj Borad	Independent & Non¬ Executive Director	4	4
Shraddha Jain	Independent & Non¬ Executive Director	4	4
Aditya Malpani	WTD & CFO	4	4

Power of Audit Committee

The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:

1. To investigate any activity within its terms of reference.

2. To seek any information it requires from any employee.

3. To obtain legal or other independent professional advice.

4. To secure the attendance of outsiders with relevant experience and expertise, when considered necessary.
Roles and Responsibility of Audit Committee

The roles and responsibilities of the Committee include:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:

a) Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s
report in terms of clause (c) of sub section 3 of Section 134 and Sub Section(5) of that section of the
Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for
approval.

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue
(public issue, right issues, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or right issue, and making appropriate recommendations
to the Board to take up steps in this matter.

7. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the
internal control systems.

8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.

9. Discussion with internal auditors any significant findings follow up there on.

10. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board.

11. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.

13. Approval of appointment of CFO (i.e. the whole-time Finance Director or any other persons heading the
Finance Director or any other person heading the finance function or discharging that function) after
assessing the qualifications, experience & background, etc. of the candidate.

14. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

15. Any other responsibility or duty specifically assigned by the Board of Directors of the Company from
time to time by way of resolution passed by it in a duly conducted Meeting.

16. Review the Report of Annual Finance Inspection by RBI follow up the status of its compliance by the
management.

2. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board recommends to the Board specific
remuneration package to the executive directors and senior management and Key Managerial Personnel of
the Company including pension right and payment of compensation if any.

Composition

The Nomination and Remuneration Committee of Board was constituted pursuant to the Section 178 of the
Companies Act, 2013.

As on 31.03.2025, the Nomination and Remuneration Committees comprises of two Non-Executive
Independent Directors viz. Mr. Dheeraj Borad (Chairman) and Shraddha Jain (Member) and one Additional
Non-Executive Director viz. Mr. Anil Sharma (Member).

Meeting and Attendance

Three meetings of Nomination and Remuneration Committee were held in 2024-2025 i.e., on 04/09/2024,
14/11/2024 and 31/03/2025.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Dheeraj Borad	Independent & Non¬ Executive Director	3	3
Shraddha Jain	Independent & Non¬ Executive Director	3	3
Anil Sharma	Additional Non¬ Executive Director	3	3

The composition of the Committee was reconstituted vide Board Meeting dated 14/11/2024 as Mr. Anil
Sharma (DIN: 10169968) resigned from the post of Additional Non-Executive Director of the Company on
06/09/2024 resulting in the vacancy in the committee which was refilled on re-appointment of Mr. Anil
Sharma (DIN: 10169968) as Additional Non-Executive Director in the Board Meeting dated 14/11/2024.

Scope of Nomination and Remuneration Committee

a) Formation of the criteria for determining qualifications, positive attributes and independence of a director
and recommended by the board a policy, relating to the remuneration of the directors, key managerial
personnel and other employees:

b) Formulation of criteria for evaluation of Independent Director of the Board,

c) Devising a policy on Board diversity.

d) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment and
removal. The Company shall disclose the remuneration policy and evaluation in its annual report.

Performance evaluation criteria for Independent Director''s:

The performance evaluation criteria laid down for the Independent Directors covers their attendance and
contribution at Board/Committee meetings, adherence to ethical standards and code of conduct of the
Company, inter-personal relations with other Directors, meaningful and constructive contribution and inputs
in the Board/ Committee meetings, etc.

3. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board was constituted to oversee redressal of shareholder
and investor grievances, and, inter alia, approves sub-division / consolidation / issue of duplicate share
certificates, transmission of shares and issue & allotment of shares upon exercise of Options under the
Company''s Employee Stock Option Schemes.

a) Composition

As on 31.03.2025, Stakeholders Relationship Committee comprises of two Non-Executive Independent
Director viz. Mr. Dheeraj Borad (Chairman) and Mrs. Shraddha Jain (Member) and one Executive Director i.e;
Yogesh Dhanuka (Member).

b) Meeting and Attendance

Four meetings of Stakeholder Relationship committee were held in 2024-2025 i.e., on 06/05/2024,
17/07/2024, 11/11/2024, and 20/01/2025.

Members	Categories	Meetings held during the tenure of Directors	Meetings attended
Dheeraj Borad	Non-Executive & Independent Director	4	4
Shraddha Jain	Non-Executive & Independent Director	4	4
Yogesh Dhanuka	Executive Director	4	4

• INFORMATION ABOUT SUBSIDIARY/IV/ASSOCIATE COMPANY

Details of the Companies which have become its Subsidiary/ JV/ Associate Company.

S.No	Name	Status Subsidiary/ JV/ Associate Company	Date of becoming Subsidiary/ JV/ Associate Company	Date of ceasing as Subsidiary/ JV/ Associate Company
1.	Triveni Kripa Buildhome Private Limited	Wholly Owned Subsidiary	20 July, 2016	N.A.
2.	Dhanuka Affordable Housing Private Limited	Wholly Owned Subsidiary	18 December, 2017	N.A.

• ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, read with Companies (Management & Administration)
Rules, 2014, the Annual Return of the Company is available on the website of the Company at link
https://www.dhanukarealty.in.

• NUMBER OF BOARD MEETING HELD DURING THE YEAR

The details of the Eight meeting of the Board held during the year are as under:

Sr. No.	No. of Board Meetings	Date on which the Board Meetings were held	Total Strength of Board	No. of Directors present
1.	BM/2024-2025/01	17/04/2024	5	5
2.	BM/2024-2025/02	30/05/2024	5	5
3.	BM/2024-2025/03	17/07/2024	5	5
4.	BM/2024-2025/04	06/09/2024	5	5
5.	BM/2024-2025/05	14/11/2024	4	4
6.	BM/2024-2025/06	08/01/2025	5	5
7.	BM/2024-2025/07	18/03/2025	5	5
8.	BM/2024-2025/08	31/03/2025	5	5

• BOARD EVALUATION

In terms of provisions of the Companies Act, 2013 Nomination cum Remuneration Committee of the Board of
Directors of the Company specified the manner for effective evaluation of performance of Board, its
Committees and Individual Directors. Based on the same, the Board carried out annual evaluation of its own
performance, performance of its Committees, Individual Directors including Independent Directors during
the year. Company had adopted the evaluation parameters as suggested by the Institute of Company
Secretaries of India and Securities and Exchange Board of India with suitable changes from Company''s
perspective. The performance of the Board was evaluated by the Board on the basis of criteria such as Board
composition and structure, effectiveness of Board processes, information flow to Board, functioning of the
Board, etc. The performance of Committees was evaluated by the Board on the basis of criteria such as
composition of Committees, effectiveness of Committee working, independence, etc. The Board evaluated the
performance of individual Director on the basis of criteria such as attendance and contribution of Director at
Board/Committee Meetings, adherence to ethical standards and code of conduct of the Company, inter¬
personal relations with other Directors, meaningful and constructive contribution and inputs in the Board/
Committee meetings, etc.

For the above evaluation, the Board members completed questionnaires providing feedback on different
parameters as already stated above including on performance of Board / Committees / Directors,
engagement levels, independence of judgment and other criteria. This is followed with review and
discussions at the level of Board. The results of evaluation showed high level of commitment and engagement
of Board, its various committees and working directors.

In a separate meeting of the Independent Directors, performance evaluation of Non- Independent Directors,
the Board as a whole and performance evaluation of Chairman was carried out, taking into account the views
of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board
which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the
said meeting.

The Independent Directors well appreciated the functioning of the Board of Directors, Working Directors as
well as Committee of the Board. They were also highly satisfied with leadership role played by the Chairman.

• AUDITORS AND AUDIT REPORT

i) STATUTORY AUDITORS

In terms of Section 139 of the Companies Act,2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, M/s Ajay Kumar Vijayvergia & Associates having FRN: 003833C has been
appointed as Statutory Auditor of the Company from the conclusion of 15^th Annual General Meeting till the
conclusion of 20^th Annual General Meeting of the Company.

There are no qualifications or adverse remarks in the Auditors'' Report which require any
clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further
explanation.

PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

During the period under review, no frauds were reported by the auditors of the company under section
143(12) of the Companies Act, 2013.

ii) SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the company has appointed, M/s. Mahendra Khandelwal & Co., Practicing
Company Secretaries, Jaipur (Membership no. 6266) & (CP No 4459) as a Secretarial Auditors of the Company.

BOARD COMMENT ON SECRETARIAL AUDIT REPORT:

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the
Secretarial Auditor in their Secretarial Auditors'' Report. The report of the Secretarial Auditors is enclosed as
Annexure II to this report.

iii) INTERNAL AUDITOR

In terms of Section-138 of the Companies Act, 2013, the company has appointed M/s. Bafna and Associates,
Chartered Accountants, (FRN 024274C) as Internal Auditors of the Company and they have completed the
internal audit as per the scope defined by the Audit Committee.

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, Management Discussion and Analysis Report forms part of this Annual Report.

• RISK MANAGEMENT POLICY

The Company has in place a Risk Management framework to identify, evaluate and monitor business risks and
challenges across the Company, that seek to minimise the adverse impact on business objectives and
capitalise on opportunities. The Company''s success as an organisation largely depends on its ability to identify
such opportunities and leverage them while mitigating the risks that arise while conducting its business. The
Company has also framed, developed and implemented a Risk Management policy to identify the various
business risks. This framework seeks to create transparency, minimise adverse impact on business objectives
and enhance the Company''s competitive advantage. The risk management policy defines the risk management
approach across the enterprise at various levels, including documentation and reporting.

• NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES. IOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There are no company which have ceased to be subsidiary and/or associate of the company during the
financial year 2024-25.

• DIRECTOR’S RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 read with
Section 134(5) of the Companies Act, 2013, shall state that—

(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 had 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 period;

(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 were 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.

• CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

A) Conservation of energy

(i) the steps taken or impact on conservation of energy;	The Company''s operations are not energy intensive and as such involve low energy consumption. Company''s operation does not consume significant amount of energy during the year under review. However, the Company uses energy for its office equipment such as computers, lighting and utilities at its work premises. Therefore, ongoing process of awareness at regular intervals is given to concern operational personnel on opportunity of energy conservation and their benefits
(ii) the steps taken by the company for utilizing alternate sources of energy;
(iii) the capital investment on energy conservation equipments;

B) Technology Absorption

(i) the efforts made towards technology absorption;	Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year 2024-2025.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.

C) Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March, 2025 is as follows:

Particulars	31st March 2025	31st March 2024
Foreign Exchange Earnings	--	--
Foreign Exchange Outgo	--	--

• MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Subsequent to the end of financial year and upto the date of this Report date, the company converted its loan
of Rs. 4,50,00,000/- (Four Crore Fifty Lacs Only) into 18,00,000 (Eighteen Lacs only) equity shares of the
company having face value of Rs. 10/- each issued at a price of Rs. 25/- each (including a premium of Rs.
15/- each) and as a result of this conversion the paid-up share capital of the company increased from
77400400 to 95400400.

Company also reduced its credit facility with Indian Bank from ^1173 lakhs to ^157.50 lakhs This move
reflects the Company''s ongoing efforts to improve its financial stability and decrease its dependence on
borrowed funds.

• CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions of section 135 of the Companies Act, 2013 read with the relevant rules and guidelines are not so
far applicable to the company.

• SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of
gender, caste, creed or social class of the employees and for that the company has adopted a Policy on
prevention, prohibition, and redressal of sexual harassment at workplace as per the requirement of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made
thereunder. However company has not received any complaint during the year.

• PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis
and in the ordinary course of business. During the year, the Company has not entered into any contract,
arrangement and transaction with related parties which could be considered material. Details of the Related
Parties disclosures (transactions) are provided in the accompanying financial statements and disclosed in
Form No. AOC-2. (Annexure III)

• PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided at (Annexure - IV).

• PARTICULARS OF LOAN. GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT. 2013

The Company has not given any loan or guarantee and made Investments covered under provision of Section
186 of the Companies Act, 2013.

• DEPOSITS

During the reporting period the Company has not accepted any deposit falling within the ambit of Section 73
of the Companies Act, 2013 read-with the Companies (Acceptance of Deposits) Rules, 2014, as amended from
time to time. Further, the Company has not accepted any deposit in earlier years, as such question of unpaid
or unclaimed deposit and default in repayment thereof, does not arise.

Further, the Company has accepted the amount from its Directors by way of unsecured loan and a declaration to
that effect pursuant to the provisions of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014
has been taken from concerned director from time to time. Details of the Loan taken from Directors are as follows:

Sr. No.	Name	Amount outstanding as on 31/03/2025
1.	Yogesh Dhanuka	41466760

• DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURT/TRIBUNALS

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and company''s operations in future.

• ADEQUACY OF INTERNAL FINANCIAL CONTROL

Company has put in place adequate internal control systems with reference to the Financial Statements
commensurate with its size of operations. The Company evaluates the adequacy and effectiveness of internal
financial control systems periodically.

• COMPLIANCE WITH SECRETARIAL STANDARDS

Company has complied with all the Secretarial Standards issued by Institute of Companies Secretaries of
India (ICSI).

• THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the period under review, the Company has not made any applications and there are no proceedings
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

• THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement of disclosure of 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 is not applicable during the period under review.

A DISCLOSURE. AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT. 2013. IS REQUIRED
BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED.

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of
the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not
so made and maintained.

• ACKNOWLEDGEMENT

Your Directors wish to express their appreciation to the continued and kind co-operation received from the
Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your
Directors also wish to place on record their deep sense of appreciation for the committed service of the
Executives, staff and Workers of the Company. We look forward for the continued support of every
stakeholder in the future.

BY ORDER OF BOARD OF DIRECTORS
FOR DHANUKA REALTY LIMITED

YOGESH DHANUKA ADITYA MALPANI

DIN: 01437705 DIN:06428810

(MANAGING DIRECTOR) (WHOLE-TIME DIRECTOR & CFO)

PLACE: JAIPUR
DATE: 06/09/2025

---

Mar 31, 2024

Your Directors have immense pleasure in presenting the 17th Annual Report on the business
and operations of the Company together with the Audited Standalone and consolidated
financial statement and the Auditors'' Report for the financial year ended 31st March, 2024.

> FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the financial year ended March 31, 2024 and its
comparison with previous year is summarized below:

(Rs. Tn ''00)

	Stanc	alone	Conso	idated
Particulars	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	1,46,010	2,21,180	1,46,010	2,21,180
Other Income	1,20,657	3,361	3,24,140	1,50,421
Total Revenues	2,66,667	2,24,541	4,70,150	3,71,601
Cost of Material consumed	22,046	2,41,513	25,824	2,45,129
Purchase of Stock in Trade	-	-	-	-
Changes in inventories of finished goods work in progress and stock in trade	1,02,941	(18,730)	1,02,941	(18,730)
Employee benefits expense	24,898	47,937	29,098	55,888
Finance cost	1,05,999	1,05,016	1,06,004	1,05,358
Depreciation and amortization expense	664	832	10,355	10,401
Other expenses	26,117	49,213	58,421	84,120
Total expenses	2,82,665	4,25,781	3,32,643	4,82,166
Profit before tax	(15,998)	(2,01,240)	1,37,507	(1,10,565)
Tax expenses	(3,706)	(49,844)	35,583	(27,023)
Profit for the year	(12,292)	(1,51,396)	1,01,924	(83,542)
Basic earnings Per Share (in Rs.)	(0.16)	(1.95)	1.37	(1.13)

Diluted earnings Per Share (in Rs.)

(0.16)

(1.95)

1.37

(1.13)

^ REVIEW OF BUSINESS OPERATIONS

Your Company is a real estate development and construction company primarily focusing on
development of residential apartments in Jaipur and has taken a project for the construction of
boundary walls of Gail India Ltd.

Your Company''s Standalone Total Profit (loss) after tax for the current financial year 2023-24
is Rs. (12.29) lakhs [profit (loss) after tax for the previous financial year is Rs. (151.39) lakhs].

> STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

Your Directors are optimistic about company''s business and hopeful of better performance with
increased revenue in the coming year. There was no change in the nature of business of
Company during the year.

Both Subsidiary companies i.e., Triveni Kripa Buildhome Private limited and Dhanuka
Affordable Housing Private limited are real estate development and Construction Companies.
Further details of the subsidiaries are enclosed in Annexure-I.

(Rs. In ’00)

Triveni Kripa Buildhome Private Limited Profit after tax for the current financial year 2023-24
is Rs. 114.13 lakhs

Dhanuka Affordable Housing Private Limited Profit after tax for the current financial year 2023¬
24 is Rs.0.07 lakhs.

> DIVIDEND

The Board of Directors of your company, after considering holistically the relevant
circumstances has decided that it would be prudent, not to recommend any Dividend for the
year under review.

> TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of
Section 125 of the Companies Act, 2013 do not apply.

> AMOUNT TRANSFERRED TO RESERVE

Your Company transferred Profit/Loss of Rs. (12.29) lakhs to the Reserve for the year under
review.

> SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 8,00,00,000/-(Rupees Eight Crores only)
divided into 80,00,000 (Eighty lakhs) equity shares of Rs. 10 each.

The Issued, Subscribed and Paid-Up Capital of the Company as on March 31, 2024 was Rs.
7,74,00,400/-.

a) Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financial year 2023¬
24 and therefore details as provided in rule 4(4) of Companies (Share Capital and Debentures)
Rules, 2014 is not applicable on the company.

b) Issue of sweat equity shares

Your Company has not issued sweat equity shares for the financial year 2023-24 and therefore
details as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 is
not applicable on the Company.

c) Issue of employee stock

Your Company has not issued employee stock option for the financial year 2023-24 and
therefore details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules,
2014 is not applicable on the Company.

d) Provision of money by company for purchase of its own shares by employees or by
Trustees for the benefit of employees: N.A.

The Company has no other type of securities except equity shares forming part of paid-up
capital.

> DEPOSITORY PARTICIPANT

Your Company''s equity shares are available for dematerialization through National Securities
Depository Limited and Central Depository Services India Limited.

> LISTING ON STOCK EXCHANGE

Dhanuka Realty Limited got its shares listed on the SME Platform of NSE i.e. NSE Emerge on
October 18, 2016. The listing fees have been duly paid to the exchange for the financial year
2023-24.

> APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

• During the Financial Year 2023-2024, Mr. Pushpendra Singh (DIN: 07159002),
Additional Non-Executive Director resign from the directorship of the company w.e.f.
30th May 2023.

• During the Financial Year 2023-2024, Mr. Siraj Mirza (DIN: 09195191), Non-Executive
Director resign from the directorship of the company w.e.f. 11th August, 2023.

• During the Financial Year 2023-24, Mr. Aditya Malpani (DIN: - 06428810) was appointed
as Whole-Time Director of the company w.e.f. 30^th September, 2023.

• During the Financial Year 2023-2024, Mr. Anil Sharma (DIN:10169968) was appointed
as Additional Non-Executive Director of the company w.e.f. 11^th November, 2023.

• Pursuant to section 152 of the Act, Mr. Aditya Malpani, Executive Director, is liable to
retire by rotation at the ensuing 17th Annual General Meeting. He is eligible for re¬
appointment and has offered himself for the re-appointment as Director of the Company.
The Board recommended the same to the shareholders of the Company for their
approval.

• Pursuant to the provisions of Section 203 of the Act, Mr. Yogesh Dhanuka, Managing
Director, Mr. Aditya Malpani, Chief Financial Officer and Mr. Ankit Sain, Company
Secretary are the Key Managerial Personnel (KMP) of the Company as on 31 March 2024.

> VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements), 2015, the company has vigil mechanism in the form
of Whistle Blower Policy for their Directors and employees to report genuine concerns or
grievances to deal with instances of fraud or mismanagement. During the year under review,
the Company has not received any complaint under this policy. The policy is available on the
Company''s website at https://www.dhanukarealty.in.

> POLICY RELATED TO THE APPOINTMENT OF DIRECTORS AND OTHER RELATED
MATTER

Company has a policy for the appointment of Directors'' which is managed by the Nomination
and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013.

The Committee has specified criteria for determining qualifications, positive attributes and
other matter for the specific post on which appointments are made and shall be made in future
on the board of the Company.

We affirm that the remuneration paid to the Director''s is as per the terms laid out in the
nomination and remuneration policy of the Company. The policy is available on the Company''s
website at .https://www.dhanukarealty.in

> DECLARATION BY THE INDEPENDENT DIRECTORS

During the year under review, the Company has received necessary declaration from each
Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the
criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and under
Rule 6(3) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 that
they are in compliance of sub-rule (1) and sub-rule (2) of Rule 6 of The Companies
(Appointment and Qualifications of Directors) Rules, 2014 and that they have complied with
the Code for Independent Directors prescribed in Schedule-IV of the Act. The Board is of the
opinion that Independent Directors of the Company fulfill the conditions of independence
specified in the Act and that they are independent of the management.

> COMMITTEE FORMED

Company has the following committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationships Committee

The details of all the Committees of the Board along with their composition and meetings held
during the year are as under:

1. AUDIT COMMITTEE

Composition

The Company has constituted an Audit Committee and the constitution of Audit Committee is
as per requirement of section 177 of the Companies Act, 2013 and the Committee act in
accordance with the terms of reference as specified in section 177 of the Companies Act, 2013
and any other regulatory provisions.

As on 31.03.2024, the Audit Committee comprises of two Non-Executive Independent Directors
viz. Mr. Dheeraj Borad (Chairman) & Mrs. Shraddha Jain (Member), and one Executive Director
Mr. Aditya Malpani (Member).

Meeting and Attendance

Four meetings of Audit Committee were held in 2023-2024 i.e., on 24/05/2023, 02/08/2023,
27/10/2023 and 10/01/2024.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Dheeraj Borad	Independent & Non¬ Executive Director	4	4

Shraddha Jain	Independent & Non-	4	4
	Executive Director
Aditya Malpani	WTD & CFO	4	4

*The composition of the Committee was reconstituted vide Board Meeting dated 10/10/2022
through which Mr. Yogesh Dhanuka (Executive Director) was replaced by Mr. Aditya Malpani
(Executive Director) and Mrs. Shraddha Jain (Non-Executive & Independent Director) was
appointed as member of the committee to fulfill the requirement.

Power of Audit Committee

The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:

1. To investigate any activity within its terms of reference.

2. To seek any information it requires from any employee.

3. To obtain legal or other independent professional advice.

4. To secure the attendance of outsiders with relevant experience and expertise, when
considered necessary.

Roles and Responsibility of Audit Committee

The roles and responsibilities of the Committee include:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.

4. Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to:

a) Matters required to be included in the Director''s Responsibility Statement to be included in
the Board''s report in terms of clause (c) of sub section 3 of section 134 and Sub Section(5) of
that section of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by
management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to
the board for approval.

6. Reviewing, with the management, the statement of uses/application of funds raised through
an issue (public issue, right issues, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or right
issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing, with the management, performance of statutory and internal auditors, and
adequacy of the internal control systems.

8. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.

9. Discussion with internal auditors any significant findings follow up there on.

10. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board.

11. Discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors.

13. Approval of appointment of CFO (i.e. the whole-time Finance Director or any other persons
heading the Finance Director or any other person heading the finance function or discharging
that function) after assessing the qualifications, experience & background, etc. of the candidate.

14. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

15. Any other responsibility or duty specifically assigned by the Board of Directors of the
Company from time to time by way of resolution passed by it in a duly conducted Meeting.

16. Review the Report of Annual Finance Inspection by RBI follow up the status of its
compliance by the management.

2. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board recommends to the Board specific
remuneration package to the executive directors and senior management and Key Managerial
Personnel of the Company including pension right and payment of compensation if any.

Composition

The Nomination and Remuneration Committee of Board was constituted pursuant to the
Section 178 of the Companies Act, 2013.

As on 31.03.2024, the Nomination and Remuneration Committees comprises of two Non¬
Executive Independent Directors viz. Mr. Dheeraj Borad (Chairman) and Shraddha Jain
(Member) and one Additional Non-Executive Director viz. Mr. Anil Sharma (Member).

Meeting and Attendance

Two meetings of Nomination and Remuneration Committee were held in 2023-2024 i.e., on
30/05/2023 and 04/08/2023.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Dheeraj Borad	Independent & Non¬ Executive Director	2	2
Siraj Mirza	Non-Executive Director	2	2
Shraddha Jain	Independent & Non¬ Executive Director	2	2
Anil Sharma	Additional Non¬ Executive Director	0	0

The composition of the Committee was reconstituted vide Board Meeting dated 11/11/2023
through which Mr. Anil Sharma (Additional Non-Executive Director) was appointed as member
of the committee to fulfill the requirement.

Scope of Nomination and Remuneration Committee

a) Formation of the criteria for determining qualifications, positive attributes and
independence of a director and recommended by the board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees:

b) Formulation of criteria for evaluation of Independent Director of the Board,

c) Devising a policy on Board diversity.

d) Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board
their appointment and removal. The Company shall disclose the remuneration policy and
evaluation in its annual report.

Performance evaluation criteria for Independent Director''s:

The performance evaluation criteria laid down for the Independent Directors covers their
attendance and contribution at Board/Committee meetings, adherence to ethical standards and
code of conduct of the Company, inter-personal relations with other Directors, meaningful and
constructive contribution and inputs in the Board/ Committee meetings, etc.

3. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board was constituted to oversee redressal of
shareholder and investor grievances, and, inter alia, approves sub-division / consolidation /
issue of duplicate share certificates, transmission of shares and issue & allotment of shares upon
exercise of Options under the Company''s Employee Stock Option Schemes.

a) Composition

As on 31.03.2024, Stakeholders Relationship Committee comprises of two Non-Executive
Independent Director viz. Mr. Dheeraj Borad (Chairman) and Mrs. Shraddha Jain (Member) and
one Executive Director i.e; Yogesh Dhanuka (Member).

b) . Meeting and Attendance

Four meetings of Stakeholder Relationship committee were held in 2023-2024 i.e., on
18/04/2023, 14/07/2023, 10/10/2023, and 11/01/2024.

Members	Categories	Meetings held during the tenure of Directors	Meetings attended
Dheeraj Borad	Non-Executive & Independent Director	4	4
Shraddha Jain	Non-Executive & Independent Director	4	4
Yogesh Dhanuka	Executive Director	4	4

* The composition of the Committee was reconstituted vide Board Meeting dated 10/10/2022
through which Mrs. Shraddha Jain (Independent Director) was appointed as member of the
committee to fulfill the requirement.

> INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

Details of the Companies which have become its Subsidiary/ JV/ Associate Company.

		Status	Date of becoming	Date of ceasing as
S.No	Name	Subsidiary/ JV/	Subsidiary/ JV/	Subsidiary/ JV/
		Associate	Associate	Associate
		Company	Company	Company

1.	Triveni Kripa Buildhome Private Limited	Wholly Owned Subsidiary	20 July, 2016	N.A.
2.	Dhanuka Affordable Housing Private Limited (Formerly Known as Shri Shyam Realmart Private Limited)	Wholly Owned Subsidiary	18 December, 2017	N.A.

> ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, read with Companies (Management &
Administration) Rules, 2014, the Annual Return of the Company is available on the website of
the Company at link https://www.dhanukarealty.in.

> NUMBER OF BOARD MEETING HELD DURING THE YEAR

The details of the Ten meeting of the Board held during the year are as under:

Sr. No.	No. of Board Meetings	Date on which the Board Meetings were held	Total Strength of Board	No. of Directors present
1.	BM/2023-2024/01	13/04/2023	6	6
2.	BM/2023-2024/02	01/05/2023	6	6
3.	BM/2023-2024/03	30/05/2023	6	6
4.	BM/2023-2024/04	06/07/2023	5	5
5.	BM/2023-2024/05	11/08/2023	5	5
6.	BM/2023-2024/06	06/09/2023	4	4
7.	BM/2023-2024/07	16/10/2023	4	4
8.	BM/2023-2024/08	11/11/2023	4	4
9.	BM/2023-2024/09	10/01/2024	5	5
10.	BM/2023-2024/10	03/02/2024	5	5

> BOARD EVALUATION

In terms of provisions of the Companies Act, 2013 Nomination cum Remuneration Committee
of the Board of Directors of the Company specified the manner for effective evaluation of
performance of Board, its Committees and Individual Directors. Based on the same, the Board
carried out annual evaluation of its own performance, performance of its Committees,
Individual Directors including Independent Directors during the year. Company had adopted
the evaluation parameters as suggested by the Institute of Company Secretaries of India and
Securities and Exchange Board of India with suitable changes from Company''s perspective. The
performance of the Board was evaluated by the Board on the basis of criteria such as Board
composition and structure, effectiveness of Board processes, information flow to Board,
functioning of the Board, etc. The performance of Committees was evaluated by the Board on

the basis of criteria such as composition of Committees, effectiveness of Committee working,
independence, etc. The Board evaluated the performance of individual Director on the basis of
criteria such as attendance and contribution of Director at Board/Committee Meetings,
adherence to ethical standards and code of conduct of the Company, inter-personal relations
with other Directors, meaningful and constructive contribution and inputs in the Board/
Committee meetings, etc.

For the above evaluation, the Board members completed questionnaires providing feedback on
different parameters as already stated above including on performance of Board / Committees
/ Directors, engagement levels, independence of judgment and other criteria. This is followed
with review and discussions at the level of Board. The results of evaluation showed high level
of commitment and engagement of Board, its various committees and working directors.

In a separate meeting of the Independent Directors, performance evaluation of Non¬
Independent Directors, the Board as a whole and performance evaluation of Chairman was
carried out, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management
and the Board which is necessary for the Board to effectively and reasonably perform their
duties were also evaluated in the said meeting.

The Independent Directors well appreciated the functioning of the Board of Directors, Working
Directors as well as Committee of the Board. They were also highly satisfied with leadership
role played by the Chairman.

> AUDITORS AND AUDIT REPORT

i) STATUTORY AUDITORS

In terms of Section 139 of the Companies Act,2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, M/s Ajay Kumar Vijayvergia & Associates
having FRN: 003833C has been appointed as Statutory Auditor of the Company from the
conclusion of 15^th Annual General Meeting till the conclusion of 20^th Annual General Meeting of
the Company.

There are no qualifications or adverse remarks in the Auditors'' Report which require any
clarification/explanation. The Notes on financial statements are self-explanatory, and needs no
further explanation.

PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

During the period under review, no frauds were reported by the auditors of the company under
section 143(12) of the Companies Act, 2013.

ii) SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the company has appointed, M/s.
Mahendra Khandelwal & Co., Practicing Company Secretaries, Jaipur (Membership no. 6266) &
(CP No 4459) as a Secretarial Auditors of the Company.

BOARD COMMENT ON SECRETARIAL AUDIT REPORT:

There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Secretarial Auditor in their Secretarial Auditors'' Report. The report of the
Secretarial Auditors is enclosed as Annexure II to this report.

iii) INTERNAL AUDITOR

In terms of Section-138 of the Companies Act, 2013, the company has appointed M/s. Bafna and
Associates, Chartered Accountants, (FRN 024274C) as Internal Auditor of the Company and he
has completed the internal audit as per the scope defined by the Audit Committee.

> MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, Management Discussion and Analysis forms part of this
Annual Report.

> RISK MANAGEMENT POLICY

The Company has in place a Risk Management framework to identify, evaluate and monitor
business risks and challenges across the Company, that seek to minimise the adverse impact on
business objectives and capitalise on opportunities. The Company''s success as an organisation
largely depends on its ability to identify such opportunities and leverage them while mitigating
the risks that arise while conducting its business. The Company has also framed, developed and
implemented a Risk Management policy to identify the various business risks. This framework
seeks to create transparency, minimise adverse impact on business objectives and enhance the
Company''s competitive advantage. The risk management policy defines the risk management
approach across the enterprise at various levels, including documentation and reporting.

^ NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES.
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There are no company which have ceased to be subsidiary and/or associate of the company
during the financial year 2023-24.

> DIRECTOR’S RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section
134 read with Section 134(5) of the Companies Act, 2013, shall state that—

(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 had 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 period;

(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 were 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.

> CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

A) Conservation of energy

(i) the steps taken or impact on conservation of energy;	The Company''s operations are not energy intensive and as such involve low energy consumption. Company''s operation does not consume significant amount of energy during the year under review. However, the Company uses energy for its office equipment such as computers, lighting and utilities at its work premises. Therefore, ongoing process of awareness at regular intervals is given to concern operational personnel on opportunity of energy conservation and their benefits
(ii) the steps taken by the company for utilizing alternate sources of energy;
(iii) the capital investment on energy conservation equipments;

B) Technology Absorption

(i) the efforts made towards technology absorption;	Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year 2023-2024.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and
Development.

C) Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March, 2024
is as follows:

Particulars	31st March 2024	31st March 2023
Foreign Exchange Earnings	--	--
Foreign Exchange Outgo	--	--

> MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which have occurred after the closure
of the year till the date of this report, affecting the financial position of the Company.

> CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions of section 135 of the companies Act, 2013 read with the
relevant rules and guidelines are not so far applicable to the company.

> SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide and promote a safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees.

> PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm''s
length basis and in the ordinary course of business. During the year, the Company has not
entered into any contract, arrangement and transaction with related parties which could be
considered material. Details of the Related Parties disclosures (transactions) are provided in
the accompanying financial statements and disclosed in Form No. AOC-2. (Annexure III)

> PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided at (Annexure - IV).

> PARTICULARS OF LOAN. GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT. 2013

The Company has not given any loan or guarantee and made Investments covered under
provision of Section 186 of the Companies Act, 2013.

> DEPOSITS

During the reporting period the Company has not accepted any deposit falling within the ambit
of Section 73 of the Companies Act, 2013 read-with the Companies (Acceptance of Deposits)
Rules, 2014, as amended from time to time. Further, the Company has not accepted any deposit
in earlier years, as such question of unpaid or unclaimed deposit and default in repayment
thereof, does not arise.

Further, the Company has accepted the amount from its Directors by way of unsecured loan and
a declaration to that effect pursuant to the provisions of Rule 2(1)(c)(viii) of the Companies
(Acceptance of Deposits) Rules, 2014 has been taken from concerned director from time to time.
Details of the Loan taken from Directors are as follows:

Sr. No.	Name	Amount outstanding as on 31/03/2024
1.	Yogesh Dhanuka	2,03,53,882

> DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURT/TRIBUNALS

No significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and company''s operations in future.

> ADEQUACY OF INTERNAL FINANCIAL CONTROL

Company has put in place adequate internal control systems with reference to the Financial
Statements commensurate with its size of operations. The Company evaluates the adequacy and
effectiveness of internal financial control systems periodically.

> COMPLIANCE WITH SECRETARIAL STANDARDS

Company has complied with all the Secretarial Standards issued by Institute of Companies
Secretaries of India (ICSI) .

> THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the period under review, the Company has not made any applications and there are no
proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

> THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

The requirement of disclosure of 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 is not applicable during the period under
review.

> A DISCLOSURE. AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED
BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE
COMPANIES ACT. 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH
ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED.

Maintenance of cost records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013, is not required by the Company and accordingly such
accounts and records are not so made and maintained.

> ACKNOWLEDGMENT

Your Directors wish to express their appreciation to the continued and kind co-operation
received from the Banks, Government Authorities, Customers, Vendors and Shareholders
during the year under review. Your Directors also wish to place on record their deep sense of
appreciation for the committed service of the Executives, staff and Workers of the Company. We
look forward for the continued support of every stakeholder in the future.

BY ORDER OF BOARD OF DIRECTORS
FOR DHANUKA REALTY LIMITED

Sd- Sd-

Yogesh Dhanuka Aditya Malpani

DIN: 01437705 DIN:06428810

(Managing Director (Whole-Time Director

& Chairman) & CFO)

Place: Jaipur
Date: 06/09/2024