డైరెక్టర్ల నివేదిక DJ Mediaprint & Logistics Ltd.

Mar 31, 2026

The Board of Directors pleased to present the Annual Report of DJ Mediaprint & Logistics Limited ("the Company" or "DJML"), together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2026.

The Directors take pleasure in reporting that the Company continued to strengthen its operational capabilities and business performance during the year under review while maintaining its commitment to sound corporate governance, regulatory compliance, and stakeholder value creation.

I. FINANCIAL PERFORMANCE

The Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other applicable provisions of the Act. The corresponding figures for the financial year ended March 31, 2026 are also fully compliant with the applicable Ind AS requirements.

A summary of the Company''s financial performance for the financial year ended March 31,2026 as compared with the previous financial year is presented below:

(INR. in lakhs)
Particulars	For the Year ended March 31, 2026	For the Year ended March 31, 2025
Revenue from Operations (Net)	11,636.49	7806.69
Other Income	28.90	22.44
Total Revenue	11,665.39	7,829.13
Total Expenditure	10,343.44	7,024.22

Profit before Depreciation/ Amortization, Interest and Tax	2,291.24	1,727.02
Tax Expenses	318.20	150.00
Profit after exceptional item and Tax	1,003.75	654.91
Earnings per equity share: Basic and Diluted (Rs. 10/- each)	Basic 2.92 Diluted 3.07	Basic 2.02 Diluted 2.59

a. Overview of Performance

The Financial Year under review marked another significant milestone in the Company''s growth journey, driven by strong operational execution and a customercentric business approach. During the year, the Company achieved a turnover of Rs. 11,636.49 lakhs, as against Rs. 7,806.69 lakhs in the previous financial year, reflecting sustained business momentum. EBITDA also registered healthy growth, increasing from Rs. 1,727.02 lakhs to Rs. 2,291.24 lakhs.

The Company''s profitability improved considerably during the year. Profit Before Tax (PBT) grew by 64.23 %, rising from Rs. 804.92 lakhs to '' 1,321.95 lakhs, while Profit After Tax (PAT) increased by 53.27 %, reaching '' 1,003.75 lakhs compared with Rs. 654.91 lakhs in the previous year.

This performance was supported by the continued expansion of the Company''s core business segments, including Printing, Mailing Services, Logistics, Scanning & Digitization, Record Management Solutions, and Newspaper Advertisement Services. The Board of Directors acknowledges the contribution of these verticals in

strengthening the Company''s market position and driving sustainable growth.

As on March 31, 2026, the Company''s total debt stood at '' 26.43 crores, compared to '' 16.39 crores as on March 31, 2025. In line with its long-term growth strategy, the Company is evaluating opportunities to strengthen its capital base and raise long-term funds to support future expansion and business diversification.

The Company''s consistent performance reflects its ability to build enduring customer relationships, expand its client base, and maintain high service standards. At the same time, disciplined cost management, process optimization, and operational efficiencies have contributed to improved margins and enhanced profitability.

The Company remains committed to ensuring employee safety, operational resilience, and uninterrupted customer service through proactive planning and effective risk management practices. Looking ahead, the management will continue to focus on technology adoption, productivity enhancement, process excellence, and talent development to create long-term value for all stakeholders and sustain its growth trajectory.

The Annual Audited Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 ("the Act") and are prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations").

The Annual Audited Financial Statements of the Company are prepared on a going-concern basis.

b. Cash Flow Statement:

The Cash Flow Statement for the financial year ended March 31,2026 forms part of the Financial Statements and is annexed to the Balance Sheet.

c. Dividend

The Board of Directors, at its meeting held on June 20, 2026, has recommended a dividend of Rs. 0.15 per Equity Share of face value Rs. 10 each, aggregating to Rs. 51,56,677.65 (subject to deduction of tax at source in accordance with the provisions of Section 194 of the Income-tax Act, 1961) for the financial year ended March 31,2026.

The proposed dividend is subject to the approval of the Members at the ensuing 17^th Annual General Meeting ("AGM") of the Company. Upon approval, the dividend shall be paid to those Members whose names appear in the Register of Members and/ or the records of the Depositories as on Monday, July 06, 2026, being the Record Date fixed for determining the entitlement of Members to receive the dividend.

d. Transfer to Reserves:

The Company proposes to transfer Rs. 104.88 Lakhs to the General Reserve Account during the financial year ended March 31,2026.

II. FINANCE

a. Working Capital Management

Your Company continues to maintain a strong focus on the efficient management of its working capital. Trade receivables, inventories, and other working capital

components are closely monitored and managed through well-defined control mechanisms and periodic reviews. Continuous monitoring and prudent financial discipline have enabled the Company to optimize resource utilization, maintain adequate liquidity, and support its operational and growth requirements effectively.

b. Deposits

During the financial year under review, the Company has not accepted any deposits from the public falling within the ambit of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no disclosure is required in respect of public deposits.

c. Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes forming part of the Financial Statements and form an integral part of this Annual Report.

III. EQUITY SHARE CAPITAL

a. Authorised Share Capital

The Authorized Share Capital of the Company as on March 31, 2026 stood at Rs. 50,00,00,000 (Rupees Fifty Crores Only), divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- each.

b. Issued Subscribed & Paid Up Capital:

During the year, the Issued, Subscribed and Paid-up Share Capital of the Company increased from Rs. 32,48,35,200 (Rupees

Thirty-Two Crores Forty-Eight Lakhs Thirty-Five Thousand Two Hundred Only) to Rs. 34,37,78,510 (Rupees Thirty-Four Crores Thirty-Seven Lakhs Seventy-Eight Thousand Five Hundred and Ten Only) pursuant to the conversion of 18,94,331 warrants into Equity Shares

IV. JOINT VENTURES/ ASSOCIATE/ SUBSIDIARIES

DJ Mediaprint & Logistics Limited acquired a 51% stake in Sai Links, a Partnership Firm, with effect from January 22, 2025, thereby making it a Subsidiary of the Company. The Financial Statements of the Subsidiary are available on the website of the Company and may also be provided to the Members upon request.

As on March 31, 2026, the Company had one Subsidiary, namely Sai Links, and did not have any Associate Company or Joint Venture within the meaning of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable Indian Accounting Standards (Ind AS), the Consolidated Financial Statements of the Company, incorporating the financial results of its Subsidiary, Sai Links, forms a part of this Annual Report. The Consolidated Financial Statements have been duly audited by the Statutory Auditors of the Company.

V. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, containing a detailed review of the Company''s operations, performance, state of affairs, and future outlook, forms an integral part of this Annual Report.

VI. DIRECTORS:

Composition

The composition of the Board of Directors of the Company is in compliance with the provisions of Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board comprises an optimum combination of Executive and NonExecutive Directors, including the requisite number of Independent Directors and one Independent Woman Director, thereby ensuring a balanced and effective governance framework.

As on March 31, 2026, the Board of Directors consisted of Eight (8) Directors, comprising one Chairman & Managing Director, two NonExecutive Directors, two Whole-time Directors, and three Independent Directors, including one Woman Independent Director. The composition of the Board is in conformity with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations.

a. Appointment/Re-appointment

Managing Director & Whole Time Directors -

There were no changes in the above during the year under review.

b. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Company, Mr. Devadas Alva (DIN: 06902537), NonExecutive Director, retires by rotation at the ensuing Annual General Meeting (''AGM'') and being eligible, offers himself for reappointment.

Your Directors recommend the re-appointment of Mr. Devadas Alva (DIN: 06902537) as a Non-Executive Director of the Company.

c. Directors

Mr. Navinchandra Rama Sanil (DIN: 08648083) was re-appointed as an Independent Director for a second term of 5 (five) years with effect from June 18, 2025 and Ms. Vedika Mahesh Patil (DIN: 11149988) was appointed as Independent Director of the Company for first term of 5 consecutive years w.e.f. June 18, 2025. The Board is of the opinion that Mr. Navinchandra Rama Sanil and Ms. Vedika Mahesh Patil possess the requisite integrity, expertise, experience, proficiency, and knowledge required to effectively discharge their duties and responsibilities as Independent Directors of the Company.

During the year, Ms. Nirmala Patwa, Independent Director of the Company, tendered her resignation due to prior commitments and consequently ceased to be an Independent Director of the Company with effect from June 18, 2025. The Board places on record its sincere appreciation for her valuable guidance, support, and contributions during her tenure as a Director of the Company.

d. Declaration given by the Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have further confirmed that they are not aware of any circumstance or

situation that exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with objective and independent judgment and that they remain independent of the Management.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. They have also confirmed their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), in compliance with the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Based on the declarations and disclosures received, the Board is of the opinion that all the Independent Directors possess the requisite integrity, expertise, experience, proficiency, and qualifications and continue to fulfil the conditions of independence as specified under the Companies Act, 2013 and the SEBI Listing Regulations. The Board is satisfied that the Independent Directors are capable of discharging their duties and responsibilities effectively and independently.

Further, none of the Directors of the Company has been debarred or disqualified from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India (SEBI) or any other statutory or regulatory authority.

e. Key Managerial Personnel (KMPs)

In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2025-26 are as follows:

Sr. No	Name of the KMP''S	Designation
1.	Dinesh Muddu Kotian	Promoter, Chairman & Managing Director
2.	Deepak Pandurang Bhojane	Whole Time Director
3.	Deepak Dattaram Salvi	Whole Time Director
4.	Dhanraj Dayanand Kunder	Chief Financial Officer
5.	Khushboo Mahesh Lalji	Company Secretary & Compliance Officer

There are no changes in the Key Managerial Personnel of the Company during the Year under review.

f. Board Effectiveness:

The Company believes that an informed and engaged Board is essential for effective corporate governance. Accordingly, the Directors are provided with adequate opportunities to familiarize themselves with the Company, its business operations, management, industry dynamics, and regulatory environment.

Upon their appointment, Directors undergo an induction and familiarization process designed to provide an understanding of the Company''s business model, organizational structure, operations, strategic objectives, and governance framework. Independent Directors are formally apprised of their roles, responsibilities, rights, and duties through a Letter of Appointment and various orientation programmes. Site visits and interactions with the Senior Management team are also organized to provide practical insights into the Company''s operations and business processes.

The Whole-time Directors, Chief Financial Officer, and Senior Management Personnel

periodically make presentations to the Board covering operational performance, business strategies, industry developments, financial performance, risk management, regulatory updates, and other significant matters. These presentations enable Directors to gain a deeper understanding of the Company''s business environment and facilitate informed decision-making.

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a ''Familiarization Programme for Independent Directors'' ("Familiarization Policy") to familiarize Independent Directors with the Company, its business operations, industry landscape, and their roles, rights, and responsibilities.

The Familiarization Policy is available on the Company''s website at: https://www. djcorp.in/images/Familarisation%20 programme%20of%20ID.pdf

The Familiarization Programme is aimed at enhancing the effectiveness of Independent Directors by keeping them abreast of the Company''s operations, business model, governance practices, and the regulatory framework applicable to the Company.

g. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the performance of individual Directors, and that of its Committees.

A separate meeting of the Independent Directors was held during the year, wherein the performance of the Non-Independent Directors, the Board as a whole, the Chairman, Managing Director, and Wholetime Directors was evaluated. The evaluation was carried out after considering the views of the Executive Directors and Non-Executive Directors.

The Board evaluation process was conducted through a structured assessment framework covering various aspects such as composition of the Board and Committees, effectiveness of Board processes, quality of participation in discussions, strategic guidance, governance practices, and contribution of individual Directors.

The Board expressed satisfaction with the performance and effectiveness of the Board, its Committees, and individual Directors. The detailed manner in which the annual performance evaluation has been carried out is set out in the Corporate Governance Report, which forms an integral part of this Annual Report.

h. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has adopted a Nomination and Remuneration Policy for the appointment and remuneration of Directors, Key Managerial Personnel ("KMPs"), and Senior Management Personnel.

The Policy lays down the guiding principles relating to the appointment, evaluation, remuneration, and succession planning of Directors, KMPs, and Senior Management Personnel. It also sets out the criteria for determining qualifications, positive attributes, integrity, expertise, experience, and independence of Directors, in addition to ensuring that remuneration is aligned with the Company''s business objectives and industry practices.

The Nomination and Remuneration Policy is available on the website of the Company at: https://www.djcorp.in/images/ Nomination%20and%20remuneration%20 Policy.pdf

The Board believes that the Policy provides an effective framework for attracting, retaining, and motivating qualified individuals who can contribute meaningfully to the growth and governance of the Company.

VII. MEETINGS OF THE BOARD

During the financial year 2025-26, 7(seven) Board meetings were convened.

The details relating to the meetings of the Board and its Committees, including attendance of Directors, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The intervening gap between any two Board Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

VIII. COMMITTEES OF BOARD:

a. Audit Committee

During the financial year 2025-26, 5(Five) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report,

forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

b. Nomination and Remuneration Committee:

During the financial year 2025-26, 2(two) Nomination and Remuneration Committee meetings were convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

c. Stakeholders'' Relationship Committee:

During the financial year 2025-26, 1(one) Stakeholders'' Relationship Committee meeting was convened. The composition of the Stakeholders'' Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

d. Corporate Social Responsibility Committee

During the financial year 2025-26, 2(two) Corporate Social Responsibility Committee meetings were convened. The composition of the Corporate Social Responsibility Committee is given in the Corporate Governance Report, forming part of this Annual Report.

IX. PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS

All Related Party Transactions were placed before and approved by the Audit Committee and the Board of Directors, as applicable. Prior approval of the Audit Committee was obtained for all Related Party Transactions in accordance with Regulation 23(2) of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

Further, the Audit Committee had granted omnibus approval for Related Party Transactions of repetitive nature in accordance with Regulation 23(3) of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013. Details of such transactions were placed before the Audit Committee on a quarterly basis for its review.

During the year under review, the Company did not enter into any material Related Party Transaction requiring approval of the Members under the SEBI Listing Regulations. Further, there were no contracts, arrangements, or transactions with Related Parties that attracted the provisions of Section 188 of the Companies Act, 2013 and were required to be reported in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company.

The details of Related Party Transactions are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, as approved by the Board of Directors, is available on the Company''s website at: https://www.djcorp.in/pages/POLICY%20 QN%20RELATED%20PARTY%20TRANSACTIQNS. pdf

X. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has established and maintained a robust framework of Internal Financial Controls (IFC) commensurate with the nature, size, scale, and complexity of its operations. These controls

are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company has implemented well-defined policies, procedures, and monitoring mechanisms to ensure the integrity and transparency of its financial reporting processes. Periodic reviews and audits are conducted to evaluate the adequacy and effectiveness of these controls and to identify opportunities for continuous improvement.

During the financial year under review, the Statutory Auditors evaluated the Company''s Internal Financial Controls over Financial Reporting in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). Based on their examination, the Auditors have expressed an unmodified opinion confirming that the Company has, in all material respects, an adequate internal financial control system over financial reporting and that such controls were operating effectively as at March 31,2026.

The Internal Audit function operates independently and reports directly to the Audit Committee of the Board, which comprises a majority of Independent Directors. The Audit Committee regularly reviews audit findings, risk management practices, and the effectiveness of internal control systems to ensure transparency, accountability, and sound governance.

The Company has also established an appropriate delegation of authority framework and segregation of duties, thereby creating

effective checks and balances across key business processes. During the year, neither the Internal Auditors nor the Statutory Auditors reported any material weakness, significant deficiency, or adverse observation relating to the Company''s internal control framework.

Recognizing that a strong internal control environment is fundamental to sustainable growth, the Company remains committed to continuously strengthening and enhancing its control mechanisms in line with evolving business requirements, regulatory expectations, and industry best practices.

XI. AUDITORS AND AUDITORS'' REPORT:

a) Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,

2014, as amended from time to time, M/s. ADV & Associates, Chartered Accountants (Firm Registration No. 128045W), were re-appointed as the Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the 15^th Annual General Meeting (AGM) until the conclusion of the 20^th AGM of the Company to be held for the financial year 2029-30, at such remuneration as may be determined by the Board of Directors.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under Section 141 of the Companies Act, 2013 and are not disqualified from continuing as Auditors of the Company. Further, in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Statutory Auditors have confirmed

that they have undergone the Peer Review process conducted by the Institute of Chartered Accountants of India (ICAI) and hold a valid Peer Review Certificate issued by the Peer Review Board of ICAI.

The Audit Reports issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 are unmodified and do not contain any qualification, reservation, adverse remark, or disclaimer. The Auditors'' Reports form an integral part of this Annual Report.

The Notes forming part of the Standalone and Consolidated Financial Statements are self-explanatory and, therefore, do not call for any further comments or explanations from the Board.

b) Secretarial Auditor & their Report

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 Board of Directors appointed M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five years commencing from the financial year 202526 up to the financial year ending March 31, 2030, on such remuneration as may be determined by the Board from time to time.

The Secretarial Audit Report for the financial year ended March 31, 2026 forms part of this Annual Report and is annexed herewith as Annexure I. The Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2026 from M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries.

The Annual Secretarial Compliance Report confirms compliance by the Company with all applicable provisions of the SEBI Listing Regulations and the circulars and guidelines issued thereunder. The said Report has been duly submitted to the Stock Exchanges within the prescribed statutory timelines

c) Internal Auditor

The Company has established an adequate and effective Internal Audit framework commensurate with the nature, size, and complexity of its operations. The Internal Audit function provides independent and objective assurance to the Audit Committee and the Board of Directors regarding the adequacy, effectiveness, and efficiency of the Company''s internal control systems, risk management processes, and governance framework.

The Board of Directors has appointed M/s. JKS&Co., Chartered Accountants (Firm Registration No. 159727W) as the Internal Auditors of the Company for the financial year 2025-26. The Internal Auditors function independently and report directly to the Chairman of the Audit Committee.

The Internal Audit process focuses on evaluating the adequacy and effectiveness of internal controls, adherence to established policies and procedures, compliance with

applicable laws and regulations, and the reliability of operational and financial reporting systems.

The Audit Committee regularly reviews the findings and recommendations of the Internal Auditors and monitors the timely implementation of corrective actions, thereby ensuring continuous strengthening of the Company''s internal control environment.

d) Cost Auditor

The provisions relating to maintenance of cost records and conduct of cost audit as prescribed under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company. Accordingly, the Company is not required to maintain such cost records or appoint a Cost Auditor for the financial year under review.

XII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are set out in Annexure III to this Report and form an integral part hereof.

XIII. CORPORATE GOVERNANCE

In compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), a detailed Report on Corporate Governance forms an integral part of this Annual Report.

The Company is committed to maintaining the highest standards of corporate governance and has complied with the requirements prescribed under the SEBI Listing Regulations. A certificate from M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, is annexed to this Report as Annexure IV.

The said certificate forms part of the Annual Report and confirms that the Company has complied with the applicable corporate governance requirements during the financial year ended March 31, 2026.

XIV. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company believes that sustainable business growth is intrinsically linked to the well-being of the communities and environment in which it operates. As a responsible corporate citizen, the Company remains committed to contributing towards social development, environmental sustainability, and inclusive growth through its Corporate Social Responsibility ("CSR") initiatives.

The CSR Policy of the Company reflects its commitment to creating long-term value for society and promoting sustainable development beyond its business objectives. The Company undertakes CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

CSR Committee

The CSR Committee of the Board has been constituted in compliance with the provisions of the Companies Act, 2013 and comprises the following members as on March 31,2026:

Sr. No.	Name	Designation	Category
1	Mr. Dinesh Kotian	Managing Director	Chairperson
2	Mr. Deepak Bhojane	Whole-Time Director	Member
3	Ms. Vedika Mahesh Patil (appointed w.e.f 18.06.2025	Independent Director	Member
4	Ms. Nirmala Patwa (resigned w.e.f 18.06.2025)	Independent Director	Member

The Company Secretary acts as the Secretary to the CSR Committee.

The terms of reference of the CSR Committee are set out in the Corporate Governance Report forming part of this Annual Report. A detailed report on the CSR initiatives undertaken by the Company during the financial year 2025-26, along with the prescribed disclosures relating to CSR expenditure, forms part of this Board''s Report as Annexure II.

CSR Policy

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Board of Directors, based on the recommendations of the Corporate Social Responsibility (CSR) Committee, has adopted a comprehensive CSR Policy.

The CSR Policy lays down the guiding principles, objectives, governance framework, focus areas, and implementation mechanisms for undertaking CSR activities and projects. The Policy also outlines the manner in which the Company plans, executes, monitors, and reports its CSR initiatives in accordance with the applicable statutory requirements.

The CSR Policy is aimed at creating sustainable value for society by supporting initiatives in areas

such as education, healthcare, environmental sustainability, community development, and other activities as may be prescribed under Schedule VII of the Companies Act, 2013.

The CSR Policy, including an overview of the CSR projects and programmes approved by the Board and their implementation framework, is available on the Company''s website and can be accessed at the following link: https://www. djcorp.in/pages/Amended-CSR-Policy-DIML.pdf

CSR Spend

During the financial year under review, the Company spent Rs. 13,55,000/- (Rupees Thirteen Lakhs Fifty Five Thousand Only) towards Corporate Social Responsibility (CSR) activities in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto.

The CSR expenditure was incurred on projects and activities approved by the CSR Committee and the Board of Directors and implemented in line with the Company''s CSR Policy.

There was no unspent CSR amount as on March 31, 2026, and the Company has fully complied with its CSR obligations for the financial year under review.

Details of the CSR activities undertaken and expenditure incurred during the year are provided in the Annual Report on CSR Activities annexed to this Board''s Report as Annexure II.

Impact Assessment of CSR Projects:

The Company''s average CSR obligation during the three immediately preceding financial years does not exceed the threshold prescribed under Rule 8(3)(a) of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the Company is not required to undertake an Impact Assessment of its CSR projects through an independent agency.

Nevertheless, as part of its commitment to effective implementation and monitoring of CSR initiatives, the Company undertakes periodic internal reviews and assessments of its CSR projects and programmes. Such evaluations may include situational analyses, need assessment studies, project visits, progress reviews, beneficiary feedback, and social audits, wherever considered appropriate.

These monitoring mechanisms enable the Company to assess the effectiveness, sustainability, and social impact of its CSR initiatives and ensure that the intended objectives of the projects are achieved in a transparent and accountable manner.

Annual Report on CSR

The Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2025-26, containing the disclosures prescribed under the Companies Act, 2013 and the salient features of the CSR Policy of the Company, is annexed as Annexure II to this Board''s Report and forms an integral part of the Annual Report.

V. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism in accordance with the provisions of the Companies Act, 2013, the rules framed thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism is implemented through the Company''s Whistle Blower Policy, which provides a formal mechanism for Directors, employees, and other stakeholders to report genuine concerns regarding unethical conduct, actual or suspected fraud, violations of the Company''s Code of Conduct, regulatory non-compliance, misconduct, impropriety, or any other wrongful acts.

The Policy also covers reporting of concerns relating to actual or suspected leakage of Unpublished Price Sensitive Information (UPSI), retaliation against employees or Directors, and other matters that may adversely affect the interests of the Company and its stakeholders.

The Whistle Blower Policy provides adequate safeguards against victimization of individuals who report concerns in good faith and ensures confidentiality and protection of the whistle blower. The mechanism also provides direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Audit Committee oversees the implementation and effectiveness of the Vigil Mechanism and periodically reviews complaints received, if any, and the actions taken thereon. During the financial year under review, no person was denied access to the Audit Committee.

The Whistle Blower Policy is available on the Company''s website and can be accessed at: https://www.djcorp.in/pages/Whistle%20 Blower%20Policy-%20Vigil%20Mechanism.pdf

No complaint or concern was received under the Vigil Mechanism / Whistle Blower Policy during the financial year ended March 31, 2026.

XVI. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe, secure, and inclusive work environment that upholds the dignity and respect of every individual. In line with this commitment, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

> Internal Complaints Committee (ICC):

The Company has constituted an Internal Complaints Committee (ICC) to address and resolve complaints relating to sexual harassment at the workplace in a fair, impartial, and timely manner. The Committee is chaired by a senior female employee and includes an external member possessing the requisite expertise and experience as prescribed under the POSH Act.

The ICC is responsible for creating awareness, conducting inquiries, and ensuring compliance with the provisions of the POSH Act. The Board of Directors is periodically apprised of the functioning of the Committee and matters arising therefrom, if any.

> Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company follows a zero-tolerance approach towards any form of sexual harassment and is committed to fostering a workplace culture based on mutual respect and equal opportunity. The Policy is applicable to all employees and covers workplace interactions, including remote and work-from-home arrangements.

To promote awareness and sensitivity on the subject, the Company conducts periodic training and awareness programmes for employees and encourages a culture of respect, dignity, and accountability across the organization.

Pursuant to the requirements of the POSH Act, the details of complaints relating to sexual harassment during the financial year ended March 31,2026 are as follows:

Particulars	Number
Complaints pending at
the beginning of the financial year	Nil
Complaints received during the financial year	Nil
Complaints disposed of during the financial year	Nil
Complaints pending at
the end of the financial year	Nil

The Company confirms that no case of sexual harassment was reported during the financial year under review.

XVII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the financial year ended March 31, 2026, no significant or material orders were passed by any regulator, court, tribunal, or statutory authority that would have an impact on the going concern status of the Company and its future operations.

XVIII. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31,2026 has been placed on the website of the Company and is available at www.djcorp.in.

XIX. PARTICULARS OF EMPLOYEES

The 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 annexed to this Report as Annexure V.

The statement containing particulars of employees as required under Rules 5(2) and 5(3) of the aforesaid Rules forms part of this Board''s Report. However, in accordance with the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 read with the second proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report and Financial Statements are being sent to the Members excluding the aforesaid statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

XX. COMPLIANCE OF ACCOUNTING STANDARDS

The Financial Statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) prescribed under Sections 129 and 133 of the Companies Act, 2013 read with the relevant rules framed thereunder.

The Company has complied with all applicable Accounting Standards and disclosure requirements prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable regulatory provisions. Adequate disclosures have been made in the Financial Statements to ensure transparency, consistency, and compliance with the applicable accounting and reporting framework.

XXI. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, namely SS-1 and SS-2, issued by the Institute of Company Secretaries of India (ICSI), relating to Board Meetings and General Meetings.

XXII. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

a. in the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures;

b. appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of its profit for the year then ended;

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

d. the annual financial statements have been prepared on a going concern basis;

e. adequate internal financial controls have been laid down and such controls were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of

all applicable laws and such systems were adequate and operating effectively.

XXIII. REPORTING OF FRAUDS BY AUDITORS

During the financial year under review,neither the Statutory Auditors nor the Secretarial Auditors reported any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

XXIV. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report, other than those arising in the ordinary course of business.

XXV. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions relating to Business Responsibility and Sustainability Reporting (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the financial year under review.

XXVI. RISK MANAGEMENT POLICY

The provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the constitution of a Risk Management Committee are not applicable to the Company. Nevertheless, in compliance with Regulation 17(9) of the SEBI Listing Regulations, the Company has established a comprehensive Risk Management Framework to identify, evaluate, monitor, and mitigate risks that may impact its business operations and strategic objectives.

The Risk Management Framework is designed to:

• Identify and assess key business risks arising from internal and external factors;

• Develop appropriate mitigation strategies and risk response mechanisms;

• Establish a structured and effective risk management process across the organization;

• Ensure compliance with applicable laws, regulations, and industry best practices; and

• Support business continuity, sustainable growth, operational efficiency, and financial stability.

The Board periodically reviews the risk management framework and is satisfied that adequate systems are in place for identifying, monitoring, and managing material risks faced by the Company.

XXVII. CODE OF CONDUCT FOR DIRECTORS AND KMPs

In compliance with Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a Code of Conduct applicable to all Directors and Senior Management Personnel of the Company.

The Code lays down the standards of ethical conduct, integrity, transparency, and accountability expected from the Directors and Senior Management in the discharge of their duties and responsibilities.

During the financial year 2025-26, all the Directors and Senior Management Personnel of the Company have affirmed compliance with the

Code of Conduct. A declaration confirming such compliance, signed by the Managing Director, forms part of the Corporate Governance Report included in this Annual Report.

The Code of Conduct is available on the Company''s website at: https://www.djcorp.in/ index.php?action=policies

XXVIII. OTHER DISCLOSURES

The Board confirms that no disclosure or reporting is required in respect of the following matters, as the relevant provisions were either not applicable to the Company or no transaction/ event occurred during the financial year under review:

1. The Company has not issued any equity shares with differential rights as to dividend, voting, or otherwise, pursuant to Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

2. The Company has not issued any shares, including sweat equity shares, to its employees under any scheme in terms of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

3. The Company has not granted any stock options or issued equity shares under any Employee Stock Option Scheme (ESOP) as contemplated under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

4. Neither the Managing Director nor the Wholetime Directors received any remuneration or commission from the Subsidiary Company during the financial year.

5. The Company has not formulated any scheme for provision of money for the purchase of its own shares by employees

or by trustees for the benefit of employees under Section 67(3) of the Companies Act, 2013.

6. There was no revision of the Financial Statements or the Board''s Report during the financial year under review.

7. There was no change in the nature of business of the Company during the financial year.

8. No application was made, nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 as on March 31,2026.

9. The requirement to disclose details of the difference between the valuation carried out at the time of a one-time settlement and the valuation while availing loans from Banks or Financial Institutions is not applicable to the Company.

10. The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

XXIX. ACKNOWLEDGEMENTS

Your Directors wish to place on record their

sincere appreciation for the continued support,

co-operation, and assistance received from customers, shareholders, bankers, financial institutions, Government and regulatory authorities, business associates, vendors, and other stakeholders during the financial year under review.

The Directors also express their gratitude to all employees of the Company for their dedication, commitment, and valuable contributions towards the growth and success of the Company. Their continued efforts and professionalism have played a significant role in strengthening the Company''s performance and capabilities.

The Board further acknowledges with gratitude the trust, confidence, and continued support extended by the Company''s shareholders and looks forward to their continued patronage in the years ahead.

---

Mar 31, 2025

The Board of Directors of DJ Mediaprint & Logistics Limited ("The Company" or "DJML'') are pleased to present their Report along with the Audited Financial Statements of the Company for the financial year ended March 31,2025

I. FINANCIAL PERFORMANCE

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31, 2025 and March 31, 2024 are Ind AS compliant.

The Company''s financial performance during the year ended March 31,2025 compared to the previous financial year is summarized below:

(? in lakhs)
Particulars	For the Year ended March 31, 2025	For the Year ended March 31,2024
Revenue from Operations (Net)	7806.69	5704.10
Other Income	22.44	20.92
Total Revenue	7,829.13	5,725.02
Total Expenditure	7,024.22	5094.29
Profit before Depreciation/ Amortization, Interest and Tax	1727.02	1406.71
Tax Expenses	150.00	126.78
Profit after exceptional item and Tax	654.91	503.95
Earnings per equity share: Basic and Diluted ('' 10/- each)	Basic 2.02 Diluted 2.59	Basic 4.65 Diluted 4.65

a. Overview of Performance

During the Financial Year under review, the Company delivered an impressive performance, achieving a robust turnover of '' 7806.69 lakhs, a significant increase from '' 5704.10 lakhs in the previous financial year. The EBITDA margin demonstrated strength, growing from '' 1406.71 lakhs to '' 1727.02 lakhs.

Net profit (before tax) exhibited a phenomenal growth rate of 27.62%, soaring from '' 630.73 lakhs in the previous year to '' 804.92 lakhs in the year under review. Meanwhile, net profit (after tax) marked an impressive growth rate of 29.96%, rising from '' 503.95 lakhs to '' 654.91 lakhs.

The Board of Directors commends the robust growth in operations, particularly in Printing, Mailing, Logistics, Scanning, Record Management, and Newspaper Advertisement.

As of March 31, 2025, the total debt of the Company stood at '' 1639.30 lakhs, compared to '' 1546.18 lakhs in March 31, 2024. The Company is strategically planning to augment long-term funds to further expand and diversify its business in due course.

The Company''s success can be attributed to its strategic approach to customer relationship management, which has enabled it to attract new customers while strengthening relationships with existing ones, driving

remarkable sales growth. Additionally, stringent cost control and process optimization have led to healthy margins. The Company prioritizes employee safety, operational continuity, and uninterrupted customer services, taking timely and proactive measures to ensure these aspects.

Moving forward, the management remains committed to cost reduction and productivity enhancement, leveraging technology, streamlining processes and investing in people to drive business growth and navigate uncertain times successfully.

The Annual Audited Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 ("the Act") and are prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations").

The Annual Audited Financial Statements of the Company are prepared on a going-concern basis.

b. Cash Flow Statement:

The Cash Flow statement for the year 20242025 is attached to the Balance Sheet.

c. Dividend

Your Directors at its meeting held on June 18, 2025 are pleased to recommend a dividend of '' 0.10/- per equity share amounting to '' 32,48,352 (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961) for the financial year ended March 31, 2025, subject to the approval of the members at the forthcoming 16^th Annual General Meeting (AGM) of the Company. The dividend is payable to those shareholders whose names appear in the Register of Members as on Wednesday, July 16, 2025.

d. Transfer to Reserves:

The Company proposes to transfer '' 65.49 Lakhs to the General Reserve Account during the financial year ended March 31, 2025.

II. FINANCE

Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

a. Deposits

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

b. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the financial statements.

III. EQUITY SHARE CAPITAL

a. Increase in the Authorised Share Capital

The Company''s Authorised Capital was increased from '' 15,00,00,000 ( Rupees Fifteen Crores only)divided into 1,50,00,000 (One Crore Fifty lakhs) Equity Shares of '' 10/- (Rupees Ten Only) to '' 50,00,00,000 ( Rupees Fifty Crores only) divided into 5,00,00,000 ( Five Crore) Equity Shares of '' 10/- (Rupees Ten Only). The same was approved by the Members at the 15^th Annual General Meeting of the Company held on July 13, 2024.

b. Issue and allotment of Bonus Shares:

The Company issued 2, 16,55,680 (Two crores, Sixteen lakhs, Fifty Five Thousand, Six Hundred and Eighty) equity shares as bonus shares in the ratio of 2:1 (i.e. Two fully paid equity shares for every One fully paid equity shares already held)

The same was approved by the Members at the 15^th Annual General Meeting of the Company held on July 13, 2024 and the said bonus shares were allotted on August 10, 2024.

c. Issued Subscribed & Paid Up Capital:

The Issued, Subscribed and Paid Up Capital of the Company increased from to '' 10,82,78,400 (Rupees Ten Crores, Eighty Two Lakhs, Seventy Eight Thousand, Four Hundred) to '' 32,48,35,200 (Rupees Thirty Two Crores, Fourty Eight Lakhs, Thirty Five Thousand Two Hundred) consequent to the issue of 2,16,55,680 (Two crores, Sixteen lakhs, Fifty Five Thousand, Six Hundred and Eighty) Bonus shares during the year under review.

d. Issue Of Convertible Equity Share Warrants

The Issue of Convertible Equity Share Warrants were approved by the Shareholders with requisite majority on October 06, 2024 through Postal Ballot (remote e-voting) dated September 06, 2024, results of which were declared on October 08, 2024. Subsequently, 82, 33,359 Convertible Equity Share Warrants at an issue price of Rs 114/- on Preferential Basis were allotted on January 02, 2025.

IV. ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION:

The Authorised Capital of the Company was increased from '' 15,00,00,000 ( Rupees Fifteen Crores only)divided into 1,50,00,000 (One Crore Fifty lakhs) Equity Shares of '' 10/- (Rupees Ten Only) to '' 50,00,00,000 ( Rupees Fifty Crores only) divided into 5,00,00,000 ( Five Crore) Equity Shares of '' 10/-(Rupees Ten Only) .The same was approved by the Members at the 15^th Annual General Meeting of the Company held on July 13, 2024, thus resulting in an amendment to Clause V of the Memorandum of Association.

V. JOINT VENTURES/ ASSOCIATE/ SUBSIDIARIES

DJ Mediaprint & Logistics Limited acquired 51% stake in Sai Links, a Partnership Firm, effective January 22, 2025. The Financial Statements of the

Subsidiary Company are placed on the website of the Company and will be provided to the Members on request.

As on March 31,2025 the company does not have any Joint Venture and Associate companies.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Subsidiary Sai Links, duly audited by the Statutory Auditors are attached to the financials.

VI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual Report under the head ''Management Discussion and Analysis''.

VII. DIRECTORS:

Composition

In compliance with the provisions of regulation 17(1 )(a) of the SEBI Listing Regulations, the board of directors shall have an optimum combination of Executive and Non-Executive Directors with at least one Independent Woman Director and not less than fifty per cent of the Board of Directors shall be Non-Executive Directors.

As on March 31, 2025, the Board of the Company consists of Eight (8) Directors comprising of One Chairman and Managing Director, Two NonExecutive Directors, Two Whole -Time Directors, and Three Independent Directors including One Women Independent Director.

a. Appointment/Re-appointment

Managing Director & Whole Time Directors -

There were no changes in the above during the year under review.

e. Key Managerial Personnel (KMPs) In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2024-25 are as follows:
Sr. No	Name of the KMP''S	Designation
1.	Dinesh Muddu Kotian	Promoter, Chairman & Managing Director
2.	Deepak Pandurang Bhojane	Whole Time Director
3.	Deepak Dattaram Salvi	Whole Time Director
4.	Dhanraj Dayanand Kunder	Chief Financial Officer
5.	Khushboo Mahesh Lalji	Company Secretary & Compliance Officer
There are no changes in the Key Managerial Personnel of the Company during the Year under review.

b. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Company, Mr. Dwarka Prasad Gattani (DIN: 06865570), NonExecutive Director, retires by rotation at the ensuing Annual General Meeting (''AGM'') and being eligible, offers himself for re-appointment.

Your Directors recommend the re-appointment of Mr. Dwarka Prasad Gattani (DIN: 06865570), Non-Executive Director a Director of the Company.

c. Directors

Mr. Ganesh Nathuram Dhonde(DIN : 10664920) and Ms. Nirmala Patwa (DIN:10664922) were appointed as Independent Directors of the Company for first term of 5 consecutive years w.e.f. June 18, 2024. The Board is of the opinion that Mr. Ganesh Nathuram Dhonde and Ms. Nirmala Patwa hold high integrity, have expertise and experience required for the role of Independent Directors in the Company. Ms. Deeksha Devadiga and Mr. Purushottam Mahadeo Dalvi Independent Directors of the Company, resigned due to prior commitments and consequently they ceased to be the Independent Directors of the Company w.e.f June 18, 2024.

d. Declaration given by the Independent Directors

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation

16(1 )(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have also confirmed their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Further, the Board, after taking these declarations/disclosures on record and acknowledging the veracity of the same, opines that the Independent Directors of the Company strictly adheres to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, none of the Directors are debarred from holding office as Director by virtue of any order of SEBI or any other competent authority.

f. Board Effectiveness:

Independent Directors'' Familiarization Program and Policy

The Directors are provided with comprehensive opportunities to familiarize themselves with the Company, its Management, and operations through various initiatives. Upon joining the Board, Directors undergo induction and familiarization programs, including site visits, to gain insights into the Company''s workings. Independent Directors are formally apprised of their roles, responsibilities, and terms of engagement through a letter of appointment. The Whole-Time Director and CFO provide an overview of operations, Company values, and commitments, while also introducing Directors to the organization structure, Board procedures, and management strategies. Quarterly updates are provided on Board Committee roles, responsibilities, and meetings, and Senior Management presents industry outlook, financial highlights, and regulatory updates at Board Meetings, facilitating Director Interaction and keeping them informed of Company developments.

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ''Familiarization Programme

for Independent Directors'' ("Familiarization Policy"). The Familiarization Policy is available on the website of the Company at the weblink: https://www.djcorp.in/images/ Familarisation%20programme%20of%20ID.pdf

The Familiarization Policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

g. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual directors and its committees. In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairperson & Whole-time Director and Managing Director of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.

h. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Company''s website at the weblink: https://www. djcorp.in/images/Nomination%20and%20 remuneration%20Policy.pdf

The policy contains, inter-alia, principles governing Directors'', KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

VIII. MEETINGS OF THE BOARD

During the financial year 2024-25, 6(six) Board meetings were convened.

The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

IX. COMMITTEES OF BOARD:a. Audit Committee

During the financial year 2024-25, 6(six) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report, forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

b. Nomination and Remuneration Committee:

During the financial year 2024-25, 2(two) Nomination and Remuneration Committee meetings were convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

c. Stakeholders'' Relationship Committee:

During the financial year 2024-25, 1(one) Stakeholders'' Relationship Committee meeting was convened. The composition of the Stakeholders'' Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

d. Corporate Social Responsibility Committee

During the financial year 2024-25, 2(two) Corporate Social Responsibility Committee meetings were convened. The composition of the Corporate Social Responsibility Committee is given in the Corporate Governance Report, forming part of this Annual Report.

X. PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year 2024-25 with related parties were in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. All such transactions were approved by the Audit Committee and the Board, from time to time and the same are disclosed in the financial statements of your Company for the financial year under review. The Company had obtained prior approval of the Audit Committee for all the related party transactions during the Financial Year 2024-25 as envisaged in Regulation 23(2) of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

Further, the Audit Committee had given prior omnibus approval under Regulation 23(3) of the SEBI Listing Regulations and provisions of Section 177 of the Companies Act, 2013, for related party transactions that are foreseen and of repetitive nature during the period under review and the required disclosures were made to the Committee on quarterly basis.

The Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions or which is required to be reported in Form No. AOC-2 in terms of Section

134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board of Directors of the Company can be viewed on the website of the Company through the link: https://www.djcorp.in/ pages/PQLICY%20QN%20RELATED%20PARTY%20 TRANSACTIONS.pdf

XI. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has established robust internal financial controls that are commensurate with its size, scale, and complexity of operations. These controls are designed to ensure the accuracy, reliability, and transparency of financial reporting. To reinforce these systems, regular audits and review processes are conducted, ensuring their effectiveness and relevance.

The Company''s Auditors have audited and assessed the Internal Financial Controls during the financial year under review, in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the assessment, no material weaknesses were observed in the effectiveness of internal control systems, and no deficiencies in design or operation were noted.

The Statutory Auditors have examined the internal financial controls and submitted an unmodified opinion on the adequacy and operating effectiveness of internal controls over financial reporting for the financial year ended March 31, 2025. This opinion underscores the Company''s commitment to maintaining strong internal controls.

The Internal Auditor reports to the Audit Committee, which comprises Independent Directors, ensuring objectivity and transparency in the audit process. The Company has also implemented a delegation of authority framework, which creates effective checks and balances to prevent gaps. Notably, no letters of internal control weaknesses were issued by the Internal Auditor or Statutory Auditors during the financial year.

Your Company recognizes that strengthening internal controls is an ongoing process. It is committed to continuously adapting its internal controls to changing business needs and environment, ensuring they remain effective and relevant. This commitment reflects the Company''s dedication to maintaining a robust system of internal controls that supports its operations and financial reporting.

XII. AUDITORS AND AUDITORS'' REPORT:

a) Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. ADV & Associates., Chartered Accountants (FRN: 128045W) were appointed as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years from conclusion of the 15^th Annual General Meeting until the conclusion of the 20^th Annual General Meeting of the Company, to be held for the financial year 202930, at such remuneration as may be determined by the Board of Directors.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013. Further, as required under the relevant regulation of SEBI Listing Regulations, the Statutory Auditors had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.

The Auditors'' Report on the Financial Statements, both Standalone and Consolidated for the financial year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks and forms part of Annual Report.

The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.

b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Abbas Jawadwala & Associates, Practicing

The internal audit approach verifies compliance with the operational and system related procedures and controls. Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

d) Cost Auditor

The provisions of Cost Audit and maintenance of cost records as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, are not applicable to the Company and hence such accounts and records are not required to be maintained by the Company.

XIII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earning & outgo is given in Annexure III forms part of this report.

XIV. CORPORATE GOVERNANCE

In accordance with provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), a detailed report on Corporate Governance is included in the Annual Report. M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified that your Company is in compliance with the requirements of Corporate Governance in terms of Listing Regulations and their Compliance Certificate on Corporate Governance is annexed to the Report "Annexure IV".

XV. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company believes that as a responsible corporate citizen, it has a duty towards the society, environment, and the country where it operates. The Company''s sense of responsibility (which goes beyond just complying with operational and business statutes) towards the community and environment, both ecological and social, in which it operates is known as corporate social responsibility.

CSR Committee

The CSR Committee of the Board is constituted in compliance with the provisions of the Act read with the applicable rules made thereunder.

The CSR Committee of the Company comprises of 3 (Three) Directors as on March 31, 2025 as detailed hereunder.

Sr. No	Name	Designation	Category
1	Mr. Dinesh Kotian	Managing Director	Chairperson
2	Mr. Deepak Bhojane	Whole- Time Director	Member
3	Ms. Nirmala Patwa	Independent Director	Member

Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2024-25 and the Secretarial Audit Report is annexed herewith as ''Annexure I''. There is no reservation, qualification or adverse remark in their Report.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report from M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, for the financial year ended March 31, 2025, confirming compliance of the applicable SEBI Listing Regulations and circulars/ guidelines issued thereunder, by the Company. The said Report has been submitted to the Stock Exchanges within the prescribed statutory timelines.

At their meeting held on June 18, 2025 Board of Directors have approved the appointment of M/s. Abbas Jawadwala & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company on such remuneration as decided by the Board and the Secretarial Auditors to hold office for a period of five years from the F.Y. 202526 upto the F.Y. ended 2029-30, subject to approval of shareholders at the 16^th Annual General Meeting.

c) Internal Auditor

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company''s processes.

The Board has appointed M/s J K S & CO. (Firm Registration No.159727W), Chartered Accountants as the Internal Auditor of the Company for the Financial Year 2024-25. The Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which covers, inter-alia, corporate, core business operations, as well as support functions and is reviewed and approved by the Audit Committee.

Company Secretary of the Company acts as the Secretary to the CSR Committee.

The terms of reference of CSR committee has been disclosed in the Corporate Governance section of Annual Report and a detailed breakup of expenditure carried out on CSR activities has been disclosed in the Corporate Social Responsibility Report attached as Annexure II of the Board''s Report.

CSR Policy

On the recommendation of the CSR Committee, the Board of Directors have adopted and formulated comprehensive Corporate Social Responsibility policy, which sets out the objective, areas, activities and the manner in which the expenditure on CSR obligation would be carried out by the Company.

The CSR Policy including a brief overview of the projects or programs approved by the Board is uploaded on the Company website and can be accessed through the weblink: https://www.djcorp. in/pages/Amended-CSR-Policy-DJML.pdf

CSR Spend

During the financial year under review, the Company has spent '' 11.31 Lakhs towards CSR activities as stipulated under Schedule VII. There is no unspent CSR expenditure as on March 31, 2025.

Impact Assessment of CSR Projects

The Company''s average CSR obligation in the three immediately preceding financial years does not exceed ''10 crores. Hence, the Company is not required to undertake impact assessment, through an independent agency in terms of Rule 8(3)(a) of the Companies (Corporate Social Responsibility)

Rules, 2014.

However, in line with the CSR Policy, the Company voluntarily conducts internal assessments, situational analysis, need assessment surveys, project visits or social audits etc. to monitor and evaluate the CSR projects of the Company.

Annual Report on CSR

Annual Report on CSR for the financial year 202425 including the salient features of the CSR Policy adopted by the Company is annexed as Annexure II of this report and forms part of the Annual Report.

XVI VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Act, the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Company''s Whistle Blower Policy. The Whistle Blower Policy provides a mechanism for the Directors, employees and all the stakeholders of the Company to report their genuine concerns and provides adequate safeguard against victimization to those who use such mechanism.

Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct Policy, actual or suspected fraud, any other malpractice, impropriety or wrong doings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company etc.

Further, the mechanism adopted by the Company

encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. Further, no personnel have been denied access to the Audit Committee during the financial year under review.

The Whistle Blower Policy is available on the Company''s website at the weblink: https://www. djcorp.in/pages/Whistle%20Blower%20Policy-%20 Vigil%20Mechanism.pdf

There was no instance of such reporting received during the financial year ended March 31,2025.

XVII.PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

• Internal Complaints Committee (ICC):

The Company has instituted an Internal Complaints Committee (ICC) to redress and manage sexual harassment complaints in a timely manner. The Committee is chaired by a female employee employed at a senior level amongst the employees and has an external senior representative who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/ framework and on certain incidents, if any.

• Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual harassment and is committed to providing a safe environment for all. The Company''s policy is inclusive, irrespective of the gender or sexual orientation of an individual. It also includes situations around work from home scenarios. To create awareness on this sensitive and important topic, training/ awareness programs are conducted throughout the year to create sensitivity towards ensuring a respectable workplace. Pursuant to the POSH Act, the details regarding the number of complaints received, disposed, and pending

during the financial year, pertaining to incidents under the above framework/ law are as follows:
Particulars	Numbers
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of complaints those remaining unresolved at the end of the financial year	Nil

XVIII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant or material orders passed by any Regulators / Courts which would impact the going concern status of the Company and its future operations.

XIX. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31, 2025 has been uploaded on the website of the Company and can be accessed at www.djcorp.in

XX. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V to this Report. The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section

136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company

XXI. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

XXII. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

XXIII. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the following statement and confirm 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 March 31,2025 and of the profit and loss of the Company for the financial year ended March 31,2025;

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.

XXIV. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

XXV. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY::

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

XXVI. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated in Regulation 34(2)(f) of the SEBI Listing Regulations, the top one thousand listed entities based on market capitalization shall report Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as may be specified by the Board. During the year under review this report is not applicable to our Company.

XXVII. RISK MANAGEMENT POLICY

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework

9) The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable for the financial year.

XXX. Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

XXXI. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business. The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Company''s risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

XXVIII. CODE OF CONDUCT FOR DIRECTORS AND KMPs

The Board of Directors of the Company has adopted the Code of Conduct for its Directors and Senior Management Personnel of the Company in compliance with Regulation 17(5) of the SEBI Listing Regulations. For the financial year 2024-25, all Board members and Senior Management personnel of the Company have affirmed the compliance with the code as applicable to them and a declaration to this effect signed by the Chief Executive Officer and forms part of the Corporate Governance Report. The Company''s Code of Conduct for Directors and Senior Management is hosted on the website of the Company at https://www.djcorp. in/pages/Code of Conduct Directors Senior Management Personnel.pdf. The Declaration signed by the Managing Director stating that members of the board and senior management personnel have affirmed the compliance vide Code of Conduct of the board and senior management is attached to the report on corporate governance.

XXIX. OTHER DISCLOSURES

The Board states that no disclosure or reporting is

required in respect of the following items as there

were no transactions on these items during the

financial year:

1) As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

2) As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

3) As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the Employees Stock Option Schemes;

4) Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from its subsidiary;

5) Since the Company has not formulated any scheme of provision of money for the purchase of own shares by employees or by the trustee for the benefit of the employees in terms of Section 67(3) of the Act, no disclosures are required to be made;

6) There was no revision of financial statements and the Board''s Report of the Company during financial year;

7) There has been no change in the nature of

business of the Company;

8) No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial along with their status as at the end of the financial year is not applicable; and

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

---

Mar 31, 2024

The Board of Directors ("Board") are pleased to present the Company''s Fifteenth (15^th) Annual Report on business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the year ended March 31, 2024.

I. FINANCIAL PERFORMANCE

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31, 2024 and March 31, 2023 are Ind AS compliant.

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

(INR. in lakhs]
Particulars	For the Year ended 31.03.2024	For the Year ended 31.03.2023
Revenue from Operations (Net)	5701.10	5055.36
Other Income	20.92	17.84
Total Revenue	5725.02	5073.19
Total Expenditure	5094.29	4615.01
Profit Before Tax	630.73	458.19
Tax Expenses	126.78	125.38
Profit After Tax	503.95	332.81
Earnings per share (?)	4.65	3.07

a. Overview of Performance

During the Financial Year under review, the Company showcased an impressive performance, achieving a robust turnover of a total revenue of Rs. 5725.02 lakhs, a significant increase from Rs. 5073.19 lakhs in the corresponding previous financial year. The EBIDTA margin, as a percentage of sales, also demonstrated strength, with EBITDA growing from Rs. 852.30 lakhs in the

previous year to Rs. 1406.71 lakhs in the year under review.

Net profit (before tax) exhibited a phenomenal growth rate of 37.66 %, soaring from Rs. 458.19 lakhs in the previous year to Rs. 630.73 lakhs in the year under review. Meanwhile, net profit (after tax) marked an impressive growth rate of 51.42%, rising from Rs. 332.81 lakhs to Rs. 503.95 lakhs.

The Board of Directors commend the robust growth in the operations of the Company, particularly in its diverse segments including Printing, Mailing, Logistics, Scanning, Record Management, and Newspaper Advertisement.

As of 31^st March, 2024, the total debt of the Company stood at Rs. 15.46 crores, compared to Rs. 10.88 crores in March 2023. The Company is strategically planning to augment long-term funds to further expand and diversify its business in due course.

The Company''s success can be attributed to its ability to attract new customers while strengthening its relationships with existing ones, resulting in the remarkable growth in sales. Moreover, stringent control over costs and process wastage has led to the achievement of healthy margins. Timely and proactive measures were taken to ensure the safety of employees, operational continuity, and uninterrupted services to customers.

Moving forward, the management is committed to continuing its focus on cost reduction and enhancing productivity to navigate through these uncertain and challenging times successfully.

b. Cash Flow Statement

The Cash Flow statement for the year 2023-2024 is attached to the Balance Sheet.

c. Dividend

Your Directors at its meeting held on June 18, 2024 are pleased to recommend a dividend

of Re. 0.20/- per equity share amounting to Rs.21.66 Lakhs subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961) for the financial year ended March 31, 2024, subject to the approval of the members at the forthcoming 15^th Annual General Meeting (AGM) of the Company. The dividend is payable to those shareholders whose names appear in the Register of Members as on Saturday, 06^th July, 2024.

d. Transfer to Reserves:

The Company proposes to transfer Rs. 50.40 Lakhs to the General Reserve Account during the financial year ended 31^st March, 2024.

II. FINANCE

a. Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

b. Deposits

In terms of sections 73 and 74 of the Act read with relevant Rules, your Company has not accepted any fixed deposits during the year under review.

c. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the financial statements

III. SUBSIDIARIES

As on March 31, 2024, the Company had no subsidiary, Joint Venture and Associate companies. Further, no company ceased to be the Company''s subsidiary, joint venture or associate company during the period under review.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual Report under the head ''Management Discussion and Analysis''.

V. DIRECTORSa. Appointment/Re-appointment Managing Director & Whole Time Directors

There were no changes in the composition of the Board of Directors and Key Managerial Personnel during the year under review.

b. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Company, Mr. Devadas Alva (DIN: 06902537), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting (''AGM'') and being eligible, offers himself for re-appointment.

Your Directors recommend the reappointment of Mr. Devadas Alva (DIN: 06902537), Non-Executive Director a Director of the Company.

c. Directors

There were no changes in the composition of the Board of Directors during the year under review.

d. Declaration given by the Independent Directors

All the Independent Directors have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and

Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company are persons of integrity, having relevant expertise, experience (including proficiency).

During the year 2023-24 a separate meeting of Independent Director was held on February 14, 2024 without the presence of Executive Directors or management representatives and the following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e. Key Managerial Personnel (KMPs)

In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2023-24 are as follows:

Sr. No	Name of the KMP''S	Designation
1.	Dinesh Muddu Kotian	Promoter, Chairman & Managing Director
2.	Deepak Pandurang Bhojane	Whole Time Director
3.	Deepak Dattaram Salvi	Whole Time Director
4.	Dhanraj Dayanand Kunder	Chief Financial Officer
5.	Khushboo Mahesh Lalji	Company Secretary & Compliance Officer

There are no changes in the Key Managerial Personnel of the Company during the Year under review.

f. Board Effectiveness:

Independent Directors'' Familiarization Policy

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy tofamiliarizethe IndependentDirectors about the Company titled ''Familiarization Programme for Independent Directors'' ("Familiarization Policy"). The Familiarization Policy is available on the website of the Company at the weblink: https://www. djcorp.in/images/Familarisation%20 programme%20of%20ID.pdf

The Familiarization Policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

g. Board Evaluation

The evaluation of all directors, committees of the Board, Chairman and the Board as a

whole was carried out by the Board itself, as per the provisions of the Act and SEBI Listing Regulations. The evaluation was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process has been explained in the Corporate Governance Report.

h. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Company''s website at the weblink: https://www.djcorp.in/images/ Nomination%20and%20remuneration%20 Policy.pdf

The policy contains, inter-alia, principles governing Directors'', KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

VI. MEETINGS OF THE BOARD

During the financial year 2023-24, 6(six) Board meetings were convened.

The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

VII. COMMITTEES OF BOARDa. Audit Committee

During the financial year 2023-24, 6(six) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report, forming part of this Annual Report. The Board has accepted all recommendations of

the Audit Committee during the year under review.

b. Nomination and Remuneration Committee:

During the financial year 2023-24, 1(one) Nomination and Remuneration Committee meeting was convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

c. Stakeholders'' Relationship Committee:

During the financial year 2023-24, 1(one) Stakeholders'' Relationship Committee meeting was convened. The composition of the Stakeholders'' Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

d. Familiarization Program

Your Company has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook.

VIII.PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2023-24 were in accordance with the Company''s RPT Policy and on an arms'' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

The Information on transactions entered with the related parties pursuant to Section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with

related parties entered into by the Company with related parties in the prescribed in Form AOC2 for the financial year 2023-24 is enclosed to this report as "Annexure I".

Your Company did not enter into any material RPTs during the year under review. During the year under review, the Board reviewed the RPT Policy and made relevant changes to bring it in line with the amendments under the SEBI Listing Regulations.

The RPT Policy as approved by the Board is uploaded on the Company''s website and is available at the weblink: https://www.djcorp. in/pages/POLICY%20ON%20RELATED%20 PARTY%20TRANSACTIONS.pdf

IX. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are

no observations of Statutory Auditors as well as Internal Auditors.

X. AUDITORS AND AUDITORS'' REPORT

a) Statutory Auditors & their Report

The Company''s Statutory Auditors, M/s. ADV & Associates., Chartered Accountants (firms'' registration no: 128045W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 10^th Annual General Meeting held on September 30, 2019 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company at their meeting held on Tuesday, 18^th June, 2024, M/s. ADV & Associates., Chartered Accountants (firms'' registration no: 128045W) , subject to the approval of the shareholders of the company at the ensuing AGM be re-appointed as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from conclusion of the 15^th Annual General Meeting until the conclusion of the 20^thAnnual General Meeting of the Company, to be held for the financial year 2028-29, at such remuneration as may be determined by the Board of Directors."

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018.

M/s. ADV & Associates., Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3) (g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Ekta Agrawal & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed to this report as "Annexure II". The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

In addition to the above and pursuant to SEBI circular dated February 8, 2019, a report on Secretarial Compliance for the financial year 2023-24 has been submitted to the Bombay Stock Exchange & National Stock Exchange of India Limited.

c) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed M/s J K S & CO. (Firm Registration No.159727W and Firm PAN-AATFJ6179N) Chartered Accountants as

the Internal Auditors of the Company for the financial year ended 2024-25. M/s J K S & CO. Chartered Accountants have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2024 - 25.

d) Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review

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

The details regarding ''energy conservation, technology absorption and foreign exchange earnings and outgo'' as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

a) Conservation of Energy

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been furnished considering the nature of activities under taken by the Company during the year under review. But the Company continues to strengthen its energy conservation efforts. The company always looks out for energy efficient measures for operations, and value conservation of energy through usage of latest technologies for quality of services. Although the equipments used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments purchased by the Company are strictly adhere to environmental standards, and they make optimum utilization of energy.

b) Research and Development (R&D)

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of technology absorption have not been furnished considering the nature of activities under taken by the Company during the year under review.

c) Technology absorption adaptation and innovation

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

d) Foreign Exchange Earnings and Outgo:

Amount (Rs. in lakhs)
Total Foreign Exchange Inflow	Nil
Total Foreign Exchange outflow	Nil

XII. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this report as "Annexure III". The Company is in full compliance with the requirements and disclosures made in this regard. The requisite Certificate from M/s. Ekta Agrawal & Associates, Company Secretaries, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors'' Report.

XIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year in review, as our Company''s Profit After Tax (PAT) has surpassed Rs. 5 Crores, it is incumbent upon us to adhere to the stipulations outlined in Section 135 of the Act and

its corresponding regulations. Accordingly, the formation of a Corporate Social Responsibility Committee (CSR Committee) and the drafting of a comprehensive CSR Policy become imperative. These measures are pivotal in delineating a structured framework for the execution of Corporate Social Responsibility (CSR) activities aligned with Schedule VII of the Act. Despite this obligation, our Company is yet to establish the CSR Committee and formulate the requisite CSR Policy. We recognize the significance of these actions in fulfilling our social obligations and are committed to expediting the process to ensure effective implementation of CSR initiatives that contribute meaningfully to societal welfare.

XIV. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the weblink: https:// www.djcorp.in/pages/Whistle%20Blower%20 Policy-%20Vigil%20Mechanism.pdf

XV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ''Internal Complaints

Committee'' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.

XVI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant or material orders passed by any Regulators / Courts which would impact the going concern status of the Company and its future operations.

XVII. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31, 2024 has been uploaded on the website of the Company and can be accessed at www.djcorp.in

XVIII. INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Companies Remuneration Rules"), in respect of employees of the Company, is provided herewith as "Annexure IV" and forms part of the Directors'' Report. However, as per the second proviso clause to Rule 5(3) of the Companies Remuneration Rules, the statement pertaining to details of top 10 (ten) employees in terms of remuneration shall be made available to any shareholder on a specific request made by him/her in writing before the AGM date.

XIX. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly

adopted pursuant to the provisions of Sections 129 and 133 of the Act.

XX. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

XXI. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the following statement and confirm 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 March 31, 2024 and of the profit and loss of the Company for the financial year ended March 31, 2024;

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.

XXII. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

XXIII. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPAN

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

XXIV. CHANGE IN THE NATURE OF COMPANY''S BUSINESS

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

XXV. RISK MANAGEMENT POLICY

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business. The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Company''s risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

XXVI. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

---

Mar 31, 2023

The Board of Directors ("Board”) are pleased to present the Company''s Fourteenth (14^th) Annual Report on business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the year ended March 31, 2023.

1 FINANCIAL PERFORMANCE

The equity shares of the Company are listed and admitted to dealings on the Main Board of Bombay Stock Exchange ("BSE”) and National Stock Exchange ("NSE”) (Capital Market Segment) pursuant to migration from the BSE SME Platform w.e.f. December 05, 2022. Therefore, the financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS”) notified under Section 133 of the Companies Act, 2013 ("Act”) read with the Companies (Accounts) Rules, 2014

The financial highlights of your Company for the year ended March 31, 2023 are summarized as follows:

('' in lakhs.
Particulars	For the	For the
	Year ended	Year ended
	31.03.2023	31.03.2022
Total Income	5073.19	4749.01
EBITDA	852.30	662.40
Less: Depreciation	261.63	129.09
EBIT	590.67	533.31
Less: Finance Cost	132.48	112.09
Profit before exceptional items and tax	458.19	421.22
Less: Exceptional items	-	-
Profit Before Tax	458.19	421.22
Less: Tax	125.38	120.59
Profit after Tax	332.81	300.62

a. Overview of Performance

During the Financial Year under review, the Company delivered a healthy performance achieving a robust turnover a total revenue '' 5073.19 lakhs as against '' 4749.01 lakhs in the corresponding previous financial year. The EBIDTA margin as a percentage of sales, has

been a healthy EBITDA grew from '' 662.40 lakhs in the previous year to '' 852.30 lakhs in year under review. Net profit (before tax) grew at phenomenal growth rate of 8.78% i.e. from '' 421.22 lakhs in the previous year to '' 458.19 lakhs in the year under review. Net profit (after tax) marked a growth rate of 10.71% i.e. from '' 300.62lakhs to '' 3,3281 lakhs.

The Board of Directors commend the strong growth in the operations of the Company. The Company operates in the multiple segments mainly comprising of Printing, Mailing, Logistics, Scanning, Record Management & Newspaper Advertisement.

Total debt of the Company as at 31^st March, 2023 stood at '' 10.88 crores vis-a-vis from '' 5.23 crores in March 2022. The Company will look forward to augment the long term funds for expanding and diversifying the business in due course.

Your Company has been able to add new customers and strengthen its share of business in existing customers, which resulted in a growth of sales as mentioned above. Additionally, the Company has been able to keep a tight control on costs and process wastage, which resulted in achievement of healthy margins. Your Company took timely and proactive measures to ensure the safety of its employees, operations and uninterrupted services to its customers.

Your company''s management shall endeavor to continue to focus on cutting costs and concentrate on better productivity so as to overcome these uncertain and difficult times.

b. Cash Flow Statement:

The Cash Flow statement for the year 2022-2023 is attached to the Balance Sheet.

c. Dividend

Your Directors at its meeting held on 26^th May, 2023 are pleased to recommend a dividend of '' 0.15/- per equity share amounting to '' 16.24 Lakhs (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961) for the financial year ended March 31, 2023, subject to the approval of the members at the forthcoming 14^th Annual General Meeting (AGM) of the Company. The dividend is payable to those shareholders whose names appear in the Register of Members as on Thursday, 15^th June, 2023.

d. Transfer to Reserves:

The Company proposes to transfer ''34.21 Lakhs to the General Reserve Account during the financial year ended March 31, 2023.

II. FINANCE

a. Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

b. Deposits

In terms of sections 73 and 74 of the Act read with relevant Rules, your Company has not accepted any fixed deposits during the year under review.

c. Particulars of Loans, Guarantees and Investments Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the financial statements

III. SUBSIDIARIES

As on March 31, 2023, the Company had no subsidiary, Joint Venture and Associate companies. Further, no company ceased to be the Company''s subsidiary, joint venture or associate company during the period under review.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual Report under the head ''Management Discussion and Analysis''.

V. DIRECTORS:

a. Appointment/Re-appointment

Managing Director & Whole Time Directors -

There were no changes in the composition of the Board of Directors and Key Managerial Personnel during the year under review.

b. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Company, Mr. Dwarka Prasad Gattani (DIN: 06865570), NonExecutive Director, retires by rotation at the ensuing Annual General Meeting (''AGM'') and

being eligible, offers himself for re-appointment. Your Directors recommend the re-appointment of Mr. Dwarka Prasad Gattani (DIN: 06865570), Non-Executive Director a Director of the Company.

c. Directors

There were no changes in the composition of the Board of Directors during the year under review.

d. Declaration given by the Independent Directors

All the Independent Directors have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company are persons of integrity, having relevant expertise, experience (including proficiency).

During the year 2022-23 a separate meeting of Independent Director was held on February 13, 2023 without the presence of Executive Directors or management representatives and the following matters were discussed:

• Review the performance of Non-Independent Directors of the Company, except Chairman;

• Review the performance of the Board as a whole;

• Review the performance of the Chairman of the Company

e. Key Managerial Personnel (KMPs)

In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2022-23 are as follows:

Sr. No	Name of the KMP’S	Designation
1.	Dinesh Muddu Kotian	Promoter, Chairman & Managing Director
2.	Deepak Pandurang Bhojane	Whole Time Director
3.	Deepak Dattaram Salvi	Whole Time Director
4.	Dhanraj Dayanand Kunder	Chief Financial Officer
5.	Khushboo Mahesh Lalji	Company Secretary & Compliance Officer

There are no changes in the Key Managerial Personnel of the Company during the Year under review.

f. Board Effectiveness:

Independent Directors’ Familiarization Policy

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ''Familiarization Programme for Independent Directors'' ("Familiarization Policy”). The Familiarization Policy is available on the website of the Company at the weblink: https:// www.djcorp.in/images/Familarisation%20 programme%20of%20ID.pdf The Familiarization Policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

g. Board Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations , the Board has carried out an evaluation of (i) its own performance, (ii) each director''s performance individually, and (iii) the performance of its Committees. The manner of evaluation has been explained in the Corporate Governance Report forming part of this Annual Report.

h. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Company''s website

at the weblink: https://www.djcorp.in/images/ Nomination%20and%20remuneration%20Policy.pdf The policy contains, inter-alia, principles governing Directors'', KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

VI. MEETINGS OF THE BOARD

During the financial year 2022-23, 6(six) Board meetings were convened.

The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

VII. COMMITTEES OF BOARD:

a. Audit Committee

During the financial year 2022-23, 6(six) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report, forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

b. Nomination and Remuneration Committee:

During the financial year 2022-23, 1(one) Nomination and Remuneration Committee meeting was convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

c. Stakeholders’ Relationship Committee:

During the financial year 2022-23, 1(one) Stakeholders'' Relationship Committee meeting was convened. The composition of the Stakeholders'' Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

d. Familiarization Program

Your Company has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook.

VIII. PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction (“RPT”) Policy. All related party transactions (“RPT”) entered into during the financial year 2022-23 were in accordance with the Company''s RPT Policy and on an arms'' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

The Information on transactions entered with the related parties pursuant to Section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed in Form AOC2 for the financial year 2022-23 is enclosed to this report as "Annexure I”.

Your Company did not enter into any material RPTs during the year under review. The RPT Policy as approved by the Board is uploaded on the Company''s website and is available at the weblink: https://www. djcorp.in/pages/POLICY%20ON%20RELATED%20 PARTY%20TRANSACTIONS.pdf

IX. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Act introduced regulations with focus on control and compliance requirements, in light of which, the Company has laid down internal financial controls across various processes prevalent in the organization. These controls have been established at the entity as well as process level and are designed to ensure compliance to internal control requirements, regulatory compliance and enable appropriate recording of financial and operational information. The Company has reviewed the effectiveness of its internal financial controls by adopting a systematic approach to assess the design and its operating effectiveness. During the financial year 2022-23, such controls were tested and no reportable material weakness in the design or operation was observed. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

X. AUDITORS AND AUDITORS’ REPORT:

a) Statutory Auditors & their Report

The Company''s Statutory Auditors, M/s. ADV & Associates., Chartered Accountants (firms'' registration no: 128045W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 10^th Annual General Meeting held on September 30, 2019 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018.

M/s. ADV & Associates., Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Ekata Agrawal & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2023.

The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed to this report as "Annexure II”. The Secretarial Audit Report is self-explanatory and thus does not require any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India. In addition to the above and pursuant to SEBI circular dated

February 8, 2019, a report on Secretarial Compliance for the financial year 2022-23 has been submitted to Bombay Stock Exchange Limited & National Stock Exchange of India Limited.

c) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Hardik Shethiya & Associates, Chartered Accountants bearing Firm Registration Number: 154908W as the Internal Auditors of the Company for the financial year ended 2023-24. M/s Hardik Shethiya & Associates, Chartered Accountants have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2023 - 24.

d) Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review

XI. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding ''energy conservation, technology absorption and foreign exchange earnings and outgo'' as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

a) Conservation of Energy

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been furnished considering the nature of activities undertaken by the Company during the year under review. But the Company continues to strengthen its energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services. Although the equipments used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

b) Research and Development (R&D)

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

c) Technology absorption adaptation and innovation

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

d) Foreign Exchange Earnings and Outgo:

Amount ('' in lakhs)
Total Foreign Exchange Inflow	Nil
Total Foreign Exchange outflow	Nil

XII. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this report as "Annexure III”. The Company is in full compliance with the requirements and disclosures made in this regard. The requisite Certificate from M/s. Ekata Agrawal & Associates, Company Secretaries in Practice, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors'' Report.

XIII. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under Section 135 (1) of the Companies Act, 2013.

XIV. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the weblink: https://www. djcorp.in/pages/Whistle%20Blower%20Policy-%20 Vigil%20Mechanism.pdf

XV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ''Internal Complaints Committee'' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2022-23.

XVI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant or material orders passed by any Regulators / Courts which would impact the going concern status of the Company and its future operations.

XVII. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31, 2023 has been uploaded on the website of the Company and can be accessed at www.djcorp.in

XVIII. INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is provided herewith as "Annexure IV” and forms part of this Report. However, as per the proviso to Rule 5, the Directors'' Report and the Financial Statements for the financial year ended March 31, 2023 are being sent to the members, excluding the statement giving particulars of employees under Section 197(12).

XIX. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

XX. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

XXI. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the following statement and confirm 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.

XXII. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

XXIII. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

XXIV. CHANGE IN THE NATURE OF COMPANY’S BUSINESS

There has been no change in the nature of business of the Company

XXV. RISK MANAGEMENT POLICY

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business.

The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Company''s risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability

XXVI. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board For DJ Mediaprint & Logistics Limited

Sd/-

Dinesh Kotian Chairman & Managing Director DIN:01919855

Date: 26.05.2023 Place: Mumbai