Director's Report

The Members,

Deem Roll-Tech Limited

Your Directors have pleasure in presenting the 21st Annual Report of the business and operations of your company Deem Roll-Tech Limited accompanied with audited financial statements for the financial year 2023-24 ended 31st March, 2024.

Financial Highlights

Your company's financial performance for the financial year 2023-24 ended 31st March, 2024 is summarized below.

Amount [Rs. in Lakhs]

Performance Review

Your company is having 3 Units -2 in Gujarat at Chhatral and Ganeshpura and 1 in West Bengal at Hooghly- with total production capacity of 6,600 MT finished rolls per year. Your company has over the period developed base of loyal customers of reputed rolling mills both in India and abroad, as the company is not only supplying best quality rolls but also has been offering the holistic package to them so that they get optimum results. During the year under review, the production of 6203.70 MT and capacity utilization of 94% has been achieved as compared to the production of 6107.71 MT and capacity utilization of 92.54 % achieved in the previous year. During the year under review total revenue of Rs. 10,143.36 lakhs have been achieved as compared to total revenue of Rs. 10,451.65 lakhs achieved in the previous year. During the year under review net profit after tax of Rs. 781.25 lakhs have been achieved as compared to net profit after tax of Rs.707.94 lakhs achieved in the previous year. Also, during the year under review the company has achieved exports turnover of Rs.1,759.33 lakhs, which is 17.34 % of the total revenue.

Expansion Project

The expansion project at Ganeshpura Unit for manufacturing of flat product rolls is under implementation on the land of approx. 4,142 sq. meters. The construction of factory shed of 3,500 sq. meters, office building, utilities etc. are under progress and orders for almost all machineries are placed. It is expected that after completion of the project and the trial runs the commercial production will commence from 1^st April , 2025. Dividend

Owing to the growing business needs and the necessity to plough back the profits in the business, your Directors do not recommend dividend for the year under report.

Transfer of unclaimed dividend to Investor Education Fund

During the year under review, pursuant to the provisions of Section 124 and Section 125 [2] of the Companies Act,2013, no amount is required to be transferred to the Investor Education and Protection Fund, as of the company has not declared dividend any time in the earlier financial years.

Transfer to Reserves

Your Directors have decided to retain the entire amount of net profits for the year under review, in the Profit and Loss Account.

Changes in the nature of business

During the year under review and upto the date of this report, there is no change in the business of the company and it continues to carry on the business of manufacturing of steel and alloy rolls.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and upto the date of this report except the increase in the authorized share capital, issue and allotment of equity shares on preferential basis by private placement and initial public offering of equity shares as described hereinbelow.

Authorized Share Capital

During the year under review, approval was accorded the members by special resolution at the extra-ordinary general meeting held on 9^th May, 2023, for increase in the authorized share capital of the company from Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs. 10/- each to Rs.9,00,00,000/-divided into 90,00,000 equity shares of Rs.10/- each by amendment in Clause V of the Memorandum of Association of the company.

Bonus Issue

During the year under review, as approved by the members by special resolutions at the extra-ordinary general meeting held on 30^th June, 2023, 44,54,032 equity shares of Rs.10/- each were issued and allotted as bonus shares to those members, whose names were appearing in the register of members on the record date i.e. 4^th July,2023, in the ration of 322:100 [i.e. 322 fully paid bonus equity shares for 100 equity shares held] by capitalizing Rs. 4,45,40,320/- from the balance of the share premium account.

Private Placement

During the year under review, after approval by the members by special resolutions at the extra-ordinary general meeting held on 29^th January, 2024, 2,32,000 equity shares of Rs.10/- at the premium of Rs.119/- per equity share i.e. at the issue price of Rs.129/- per equity share were issued and allotted on 3^rd February,2024 on preferential basis by private placement.

Initial Public Offering

The initial public offering [the issue] of the equity shares of the company offering 22,68,000 equity shares of Rs.10/- each at the issue price of Rs.129/- per equity share [i.e. at the premium of Rs.119/- per equity share], aggregating to Rs.2925.72 lakhs was opened for 3 days from 20^th February, 2024 to 22^nd February, 2024. The objects of the issue were funding capital expenditure towards project for expansion of the existing manufacturing facility at the Ganeshpura Unit, funding of the additional working capital requirements and general corporate purposes. The issue had received overwhelming response from the investors and was oversubscribed 256.55 times. The 22,68,000 equity shares were issued and allotted to the successful applications on 23^rd February, 2024.

Listing on National Stock Exchange of India Limited - EMERGE Platform

Post the initial public offering of the equity shares as above, total 83,37,273 equity shares of the company were listed on the National Stock Exchange of India Limited EMERGE Platform-NSE EMERGE- and trading had commenced w.e.f. 27^th February, 2024. The Stock Code is: DEEM and the ISIN is INE586O01011.

Paid up Share Capital

As on 31^st March, 2024 and on the date of this report, the paid-up share capital of the company is Rs. 8,33,72,720/- divided into divided into 83,37,272 equity shares of Rs.10/- each.

Statement of deviations in utilization funds of the initial public offering.

As per the provisions of the Regulation 32[1][a]and [b] of the SEBI [Listing Obligations and Disclosuress Requirement] Regulation 2015, the statement of deviations in the utilization of the proceeds of the initial public offering upto 31^st March, 2024 was reviewed by the Audit Committee at the Meeting held on 27^th May, 2024 and required information was filed with the National Stock Exchange of India Limited. It is stated as that the procedure of initial public offering and listing of company was completed on 27^th February, 2024, the funds of the initial public offering were received in March,2024, therefore the funds could not be utilized as per original allocation. It is stated that against the original allocation, upto 31^st March, 2024 [i] an amount of Rs.7.06 crores towards funding capital expenditure of expansion project and Rs. 0.77 crores towards general corporate purposes could not be utilized whereas [ii] full amount of allocation of an amount of Rs.1.50 towards funding of the working capital requirements could be utilized.

Auditors and their Reports Statutory Auditors

During the year under review, at the twentieth annual general meeting held on 22^nd June, 2023, pursuant to the recommendations of the Audit Committee and the Board of Directors , the members had by ordinary resolution appointed, S N Shah & Associates, Chartered Accountants [Firm Registration No.109782W] as the Statutory Auditors of the company for 5 years from the financial year 2023-24 to the financial year 2027-28 and to hold office from the conclusion of the twentieth annual general meeting till the conclusion of the twenty-fifth annual general meeting in place of Jaymal Thakore & Co., Chartered Accountants [ Firm Registration No. 104098W] whose first term of appointment for five years had ended on the conclusion of the twentieth annual general meeting. The Statutory Auditors' Report for the year under review i.e. financial year , does not contain any qualifications, reservations or adverse remarks. Further, in terms of Section 143 of the Companies Act,2013 read with Companies [Audit & Auditors] Rules, 2014, as amended, no fraud has been reported by the Statutory Auditors of the Company, where they have reasons to believe that an offence involving fraud is being or has been committed against the company by its officers or employees.

Cost Audit

During the year under review, as required under the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 [the Act] read with the Companies [Audit and Auditors] Rules, 2014 [the Rules], the Board had appointed M/s M I Prajapati & Associates, Cost Accountants [FRN101450] as the Cost Auditor for conducting the cost audit of the records of the company for the financial year 2023-24 ending 31^st March, 2024. The members had at the twentieth annual general meeting held on 22^nd June, 2023, ratified the remuneration of the Cost Auditor fixed by the Board. During the current year, as required under the provisions of Section 148 and other applicable provisions of the Act and the Rules, the Board have appointed M/s M I Prajapati & Associates, Cost Accountants [FRN101450] as the Cost Auditor for conducting the cost audit of the records of the company for the financial year 2024-25 ending 31^st March, 2025. The members are approached at the twenty-first annual general meeting convened on 19^th September,2024 for the ratification of the remuneration of the Cost Auditor fixed by the Board.

Internal Audit

During the year under review, as per the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, the Board had appointed SNDK & Associates LLP, Chartered Accountants having experience and adequate manpower, as the Internal Auditors for the financial year 2023-24 ended 31^st March, 2024 and the quarterly reports given by them were considered and reviewed by the Audit Committee. During the current year, the Board has, as per the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, appointed SNDK & Associates LLP, Chartered Accountants having experience and adequate manpower, as the Internal Auditors for the financial year 2024-25 ended 31^st March, 2025 and the quarterly reports given by them will be considered and reviewed by the Audit Committee.

Secretarial Auditor

During the current year, as required under the provisions of Section 204 [1] of the Companies Act, 2013 [the Act] and the Rules made thereunder the Board had appointed M/s Utkarsh Shah and Co., Practicing Company Secretary, as the Secretarial Auditor for the secretarial audit for the financial year 2023-24 ended 31^st March, 2024. The Secretarial Audit Report given by M/s M/s Utkarsh Shah and Co., Practicing Company Secretary is attached herewith as Annexure-1. It is informed that the report does not contain any qualification, reservation or adverse remarks or disclaimer, that may call for any explanation under Section 134 of the Act from the Board.

Board of Directors, Committees, Key Managerial Personnel and Senior Management Personnel Board of Directors

During the year under review and on the date of this report, the composition of Board of Directors of the company is in compliance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the Articles of Association of the company as also the applicable provisions, if any, of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015, as amended.

During the year under review, the Board had at their meeting held on 14^th July, 2024, appointed Mr. Jaydev Ramesh Betai, Non-Executive Director as Chairman of the Board in place of Mrs. Geeta Chowdhury, Independent Director. During the year under review, Mr. Dev Jyotiprasad Bhattacharya Son of Mr. Jyoti Prasad Bhattacharya, Managing Director & CEO was, subject to approval by special resolutions by the members at the twentieth annual general meeting appointed as the Whole-Time Director for 5 years w.e.f. 25^th April,2023, by the Board at meeting held on 25^th April, 2023. The members had at the twentieth annual general meeting held on 22^nd June, 2023 accorded approval by special resolutions to the appointment of Mr. Dev Jyotiprasad Bhattacharya as the Whole-Time Director for 5 years w.e.f. 25^th April, 2023.

Independent Directors

It is reported that during the year under review, the members had at the extra-ordinary general meeting held on 24^th July,2023, resolved by special resolutions to reappoint Mrs. Geeta Chowdhury and Mr. Nihar Kanti Bandyopadhyay, Independent Directors for the second and final term of five years from 4^th September,2023 to 3^rd September, 2028.

It is reported that both Mrs. Geeta Chowdhury and Mr. Nihar Kanti Bandyopadhyay, Independent Directors [ the Independent Directors]- have given declaration that [a] they meet the criteria of independence as laid down under Section 149[6] of the Companies Act, 2013 [the Act] and Regulation 25[8] read with Regulation 16[1] [b] of the SEBI [Listing Obligations and Disclosures Requirements] Regulations , 2015, as amended and [b] they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. It is also reported that in the opinion of the Board the Independent Directors are independent of the management and there has been no change in the circumstances affecting their status as Independent Directors of the company.

Disclosures by Directors

It is reported that during the year under review, the Directors have submitted notices of interest under Section 184[1] of the Companies Act,2013 [the Act] and intimation under Section 164[2] of the Act. It is further reported that, none of the Directors of the company is serving as a Whole-Time Director in any other listed company and the number of their directorships is within the limits laid down under Section 165 of the Act.

Director retiring by rotation

At the ensuing twenty-first annual general meeting, pursuant to the provisions of Section 152 [6] of the Companies Act, 2013 and the applicable provisions of the Articles of Association of the company, Mr. Jaydev Ramesh Betai, Director [DIN: 08218474] retires by rotation and being eligible has offered himself for reappointment. The proposal for consideration by the members for reappointment of Mr. Jaydev Ramesh Betai as Director retiring by rotation is included as ordinary business in the notice dated 9^th August, 2024 convening the twenty-first annual general meeting.

Reappointment of Mr. Jyoti Prasad Bhattacharya [DIN: 00340485] as the Managing Director & CEO

Your Directors have, at their meeting held on 9^th August, 2024 , under Section 197, Section 198, Section 203 and Schedule V and other applicable provisions of the Companies Act,2013 [the Act], as amended , Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, as amended, the applicable provisions, if any, of the SEBI [ Listing Obligations and Disclosures Requirements] Regulations, 2015 [the SEBI LODR], as amended , the applicable provisions of the Articles of Association of the company and as recommended by the Nomination and Remuneration Committee and subject to the approval of the members at the ensuing twenty-first annual general by special resolution, accorded their approval for the reappointment of Mr. Jyoti Prasad Bhattacharya as the Managing Director & CEO of the company for a term of 5 years w.e.f. 1^st October, 2024. The requisite proposal for reappointment of Mr. Jyoti Prasad Bhattacharya as the Managing Director & CEO by the members by special resolution is included as special business in the notice dated 9^th August, 2024 convening the twenty-first annual general meeting. The remuneration and other terms and conditions of reappointment of Mr. Jyoti Prasad Bhattacharya and other required information are given in detail in the explanatory statement under Section 102 of the Act and Regulation 36 [3] of the SEBI LODR attached to the notice dated 9^th August, 2024 for convening the twenty-first annual general meeting.

Revision in the remuneration of Mr. Dev Jyotiprasad Bhattacharya [DIN: 09842191] Whole Time -Director

Your Directors have at their meeting held on 9^th August, 2024 , under Section 197, Section 198, Section 203 and Schedule V and other applicable provisions of the Companies Act,2013 [the Act] , as amended , Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, as amended, the applicable provisions, if any, of the SEBI [ Listing Obligations and Disclosures Requirements] Regulations, 2015 [the SEBI LODR] , as amended, the applicable provisions of the Articles of Association of the company and as recommended by the Nomination and Remuneration Committee and subject the approval of the members at the ensuing twenty-first annual general by special resolution, keeping view the increased work-load and prevailing industry trends accorded their approval for the revision w.e.f. 1^st August, 2024 , in the remuneration of Mr. Dev Jyotiprasad Bhattacharya Whole-Time to Rs. 2 lakhs per month [inclusive of salary, dearness allowance, other allowances, commission]. The requisite proposal for the revision in the remuneration of Mr. Dev

Jyotiprasad Bhattacharya, Whole-Time Director, by the members by special resolution is included as special business in the notice dated 9^th August,2024 convening the twenty-first annual general meeting. The required details and information of the proposal are given in detail in the explanatory statement under Section 102 of the Act and Regulation 36 [3] of the SEBI LODR attached to the notice dated 9^th August, 2024 for convening the twenty-first annual general meeting.

Appointments and changes in the Key Managerial Personnel

It is reported that during the year under review:

[a] Mr. Janak Navinchandra Gajjar was appointed as the Chief Financial Officer w.e.f. 23^rd May, 2023.

[b] Ms. Sweta Talreja appointed as the Company Secretary and Compliance Office w.e.f. 1^st July,2023 had resigned from the services of the company w.e.f. 30^th November, 2023. [c] Ms. Alka Kumari was appointed as the Company Secretary w.e.f. 1^st December, 2023 and as the Compliance Officer w.e.f. 7^th December, 2023. It is further reported that from the close of the year under review and upto the date of this report there are no changes in the Key Managerial Personnel.

Meetings of the Board of Directors

During the year under review, 15 meetings of the Board of Directors were held on 25^th April,2023, 23^rd May,2023,26^th June,2023, 4^th July,2023, 14^th July,2023 , 31^st July,2023, 28^th August,2023, 11^th September, 2023 , 7^th December, 2023, 23^rd December,2023, 2^nd January, 2024 , 13^th January, 2024, 23^rd January,2024, 13^th February,2024 and 21^st March, 2024 and the intervening gap between the meetings was within the period prescribed under Section 173 of the Companies Act, 2013. The details of attendance of the Directors at the meetings are as under.

During the year under review, one meeting of the Independent Directors was held on 21^st March, 2024.

Audit Committee

The constitution of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act,2013 read with Rule 6 of the Companies [Meetings of the Board and its Powers] Rules, 2014 and Regulation 18 of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015 and other applicable guidelines. The Members of the Audit Committee are possessing financial / accounting expertise / exposure. The Company Secretary and Compliance Officer is to act as the Secretary of the Audit Committee. During the year under review, 7 meetings of the Audit Committee were held on 23^rd May,2023, 28^th August,2023, 7^th December,23^rd December, 2023, 2^nd January,2024, 13^th January,2024 and 21^st March,2024. The composition of the Audit Committee and the details of the meetings held and attended by the Members are as under.

Nomination and Remuneration Committee

The constitution of the Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies [Meetings of the Board and its Powers] Rules, 2014 and Regulation 19 of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015 and other applicable guidlines. The Company Secretary and Compliance Officer is to act as the Secretary of the Nomination and Remuneration Committee. During the year under review, 5 meetings of the Nomination & Remuneration Committee were held on 25^th April,2023, 23^rd May,2023, 4^th July,2023, 14^th July,2023 and 21^st March,2024. The composition of the Nomination and Remuneration Committee and the details of the meetings held and attended by the Members are as under.

Stakeholders' Relations Committee

During the year under review, the Board had constituted the Stakeholders Relationship Committee, as per the provisions of the Section 178 [5] of the Companies Act, 2013 and Regulation 20 the SEBI [Listing Obligations and Disclosures Requirements] Regulations,2015 and other applicable guidelines. The Company Secretary and Compliance Officer is to act as the Secretary of the Stakeholders' Relations Committee. During the year under review, 1 meetings of the Stakeholders Relations Committee was held on 21^st March, 2024. The composition of the Stakeholders' Relations Committee and the details of the meetings held and attended by the Members are as under.

IPO Committee

During the year under review, the Board had constituted the IPO Committee for taking various decisions in respect of the initial public offering. The Company Secretary and Compliance Officer is to act as the Secretary of the IPO Committee. During the year under review, 9 meetings of the IPO Committee were held on 19^th July,2023, 29^th December,2023, 11^th January,2024, 15^th January,2024, 24^th January,2024, 3^rd February,2023, 6^th February,2024 and 23^rd February,2024 and 28^th February,2024.

The composition of the IPO Committee and the details of the meetings held and attended by the Members are as under.

CSR Committee

During the year under review, the Board had constituted the CSR Committee as per the provisions of the Section 135 of the Companies Act, 2013 and the Companies [Corporate Social Responsibility Policy] Rules,2014. During the year under review, 2 meetings of the CSR Committee were held on 10^th August, 2023 and 21^st March, 2024.

The composition of the CSR Committee and the details of the meetings held and attended by the Members are as under.

Management Committee

During the year under review, the Board had at their meeting held in the last quarter of 2024, for taking decisions on various administrative matters, constituted the Management Committee as below.

is

During the year under review, no meeting of the Management Committee was held.

General Meetings

It is reported that during the year under review, twentieth annual general meeting of the members was held on 22^nd June, 2023. It is further reported that during the year under review, five extra-ordinary general meetings of the members were held on 17^th April, 2023, 9^th May, 2023, 30^th June,2023, 24^th July, 2023 and 25^th January, 2024.

Performance Evaluation

Pursuant to the provisions of Section 134 [3] [p] and other applicable provisions of the of the Companies Act, 2013 and applicable provisions of the SEBI [Listing Obligations and Disclosuress Requirements] 2015, , the Board has carried the evaluation of its own performance, Board Committees, performance of the Chairman and the Individual Directors on the basis of various criteria provided in the Performance Evaluation Policy as adopted by the Board, which is placed on the website of the company at www.deemrolls.com

Nomination and Remuneration Policy

As required under the provisions of Section 178 [3][e] of the Companies Act,2013 and the Rules made thereunder , the Nomination and Remuneration Policy is adopted by the Board and is is posted on the website of the company at www.deemrolls.com.

Code of Conduct

The Board has laid down Code of Conduct for the Directors and the Senior Management Personnel [the SMPs] of the company. It is reported that all the Directors and the SMPs have affirmed their compliance with the Code of Conduct. The Code of Conduct is posted on the website of the company at www.deemrolls.com.

Prevention of Insider Trading

The Board has adopted the Code Conduct for Prohibition of Insider Trading [the Code] with a view to regulate trading in the equity shares of the company by the Directors and designated employees of the company. The Code requires pre-clearance for dealing in the company's equity shares and prohibits the purchase or sale of the company's equity shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. All the Directors and the designated employees have confirmed compliance with the Code. The Code has been posted on the website of the company at www.deemrolls.com/investors

Vigil Mechanism and Whistle Blower Policy

The company has Vigil Mechanism Whistle Blower Policy in line with the provisions of the Section 177 [9] of the Companies Act, 2013. This policy establishes a vigil mechanism for the Directors and employees to report their genuine concerns for actual or suspected fraud or violation of the company's code of conduct. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy is posted on the website of the company at www.deemrolls.com

Codes and policies in adherence to the SEBI [Listing Obligations and Disclosuress Requirements] Regulations, 2015

The Board has formulated various codes and policies mandated under various provisions of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015, as amended, which are placed on the company's website mandated formulation of certain policies for all the listed companies. All the policies are available on the company's website at www.deemrolls.com

CSR Initiatives

The CSR Policy approved by the Board is placed at Annexure-2 to this Report. The Annual Report on the CSR Activities as prescribed under Section 135 of the Act and the Companies [Corporate Social Responsibility] Rules, 2014 in Form CSR 2 is placed at Annexure-3 to this Report. The CSR Policy and the details of CSR projects/activities approved by the CSR Committee and undertaken during the year under review are disclosed on the website of the company- www.deemrolls.com.

Particulars of loans, guarantees or investments

The details of loans, guarantees or investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the audited financial statements for the year under review.

Related Party Arrangements / Transactions

During the year under review, the transactions entered into with the related party, as per the provisions of Section 2 [76] and Section 188 of the Companies Act,2013 [the Act] and Rule 15 of the Companies [Meetings of Board and its Powers] Rules, 2014 [the Rules] , were in the ordinary course of business, on arm's length basis and were in the interest of the company and the proposal was presented before the Board with all the details and specifying the nature, value and terms and conditions of the transactions and recommendations of the Audit Committee and was approved by them. Also, the members had at the twentieth annual general meeting held on 22^nd June, 2023 approved the arrangements along with the terms and conditions, for entering into transactions with the related party. As required under the provisions of Section 134 [3] [h] of the Act read with Rule 8 [2] of the Companies [Accounts] Rules, 2014, the information regarding the transactions with the related party are given in Form No. AOC-2 in Annexure- 4 to this Report. Also, the during the year under review, the Board had at their meeting held on 21^st March, 2024, as per the provisions of Section 2 [76] and Section 188 of the Act and Rule 15 of the Rules, the applicable provisions, if any of the SEBI [Listing Obligations and Disclosures Requirements Regulations], 2015, as amended, the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and the recommendations of the Audit Committee, approved the proposal for entering into transactions with the related party for the current financial year i.e. the financial year 2024-25 ending 31^st March, 2025 on the terms and conditions which make the transactions in the ordinary course of business, on arm's length basis and will be in the interest of the company. It is reported that, as resolved by the Board, the members at the ensuing twenty-first annual general meeting are approached for approval by ordinary resolution for entering into transactions with the related party on the terms and conditions stipulated by the Board and that the requisite proposal is included as special business in the notice dated 9^th August,2024 convening the twenty-first annual general meeting. It is stated that the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as approved by the Board has been uploaded on the company's website www.deemrolls.com.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year under review, as required under Section 134 [3][m] of the Companies Act,2013 read with Rule 8[3] of Companies [Accounts] Rules, 2014 are given in Annexure-5 to this Report.

Risk Management and Insurance

Your company has put in place a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them. The Risk Management Policy approved by the Board, is placed on the website of the company www.deemrolls.com. It is further It is reported that all the immovable and movable assets of the company are adequately insured.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134 [3] [c] read with Section 134 [5] of the Companies Act, 2013 [the Act] your Directors confirm that: [a] in preparation of the annual financial statements for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures [b] the Directors have selected such accounting policies and applied them constantly 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 2023-24 ended 31^st March, 2024 and of the profit of the company for that period [c] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company as also for preventing and detecting frauds and other irregularities [d] the Directors have prepared financial statements for the financial year ended 31^st March, 2024 on a going concern basis [e] the Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Internal Controls

Your company has adequate and efficient internal control systems, commensurate with the type and size of its operations are further supplemented by internal audits regularly carried out by the internal auditors and review of their reports by the audit committee as also review by the management from time to time. Your company has put in place proper internal control systems which provide protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal financial controls with reference to financial statements as designed and implemented by the company which are adequate and commensurate with size, scale and complexities of its operations. During the year under review, no material or serious observation has been received from the internal auditors of the company for inefficiency or inadequacy of such controls.

Corporate Governance Report

It is reported that pursuant to Regulation 15 [2] of SEBI [Listing Obligation and Disclosures Requirements] Regulation, 2015, as amended, the provisions of corporate governance report are not applicable to the company as it is listed to on the SME Emerge Platform of the National Stock Exchange of India Limited. Hence, corporate governance report is not required to be prepared by the company.

Management and Discussion Analysis Report

In compliance with the provisions of the Regulation 34 [2] and Schedule V of the SEBI [ Listing Obligations and Disclosures Requirements] Regulations, 2015 as amended, the Management Discussion and Analysis Report is annexed herewith as Annexure-6.

Annual Return

Pursuant to the provisions of Section 92 [3] and Section 134 [3] [a] of the Companies Act 2013, as amended, read with Rule 12 of the Companies [Management and Administration] Rules, 2014, as amended , the draft Annual Return for the Financial Year 2023-24 is available on the website of the company at www.deemrolls.com.

Segment-wise Reporting

The company is operating into single reportable segment only.

Disclosures of Accounting Treatment

The financial results for the year under review i.e. the financial year 2023-24, have been prepared in accordance with the Companies [Indian Accounting Standards] Rules, 2015 [Ind AS] prescribed under Section 133 of the Companies Act,2013 read with the rules as applicable and other recognized accounting policies and practices to the extent applicable.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review the company does not have any subsidiary, joint venture or associate company. Therefore, company is not required to prepare the consolidated financial statements as required under the provisions of Section 129 [3] of the Companies Act,2013 and the Rules made thereunder.

Fixed Deposits

It is reported that during earlier years or during the year under review and up to the date of this report , the company has neither invited nor accepted deposits from the public or the members within the preview of Section 73 of the Companies Act, 2013 [the Act] read with the Companies [Acceptance of Deposits] Rules, 2014, [the Rules] and therefore, details mentioned in Rule 8 [5] [v] and [vi] of the Companies [Accounts] Rules , 2014 are not required to be given. It is reported that during the financial year 2015-16 , as stipulated by the consortium of banks for sanction of financial assistance , the company had received total unsecured loans of Rs.45 lakhs from the Managing Director & CEO who is also Promoter of the company and his Wife. The unsecured loans received are covered under Rule 2[1] [c] [xiii] of the Rules and therefore are not deposits within the perview of Section 73 of the Act. The balance of the said unsecured loans at the end of the year under review i.e. on 31^st March, 2024 and upto the date of this report is Rs.45 lakhs.

Secretarial Standards

It is reported that during the year under review, the applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been complied. Website

As per Regulation 46 of SEBI [Listing Obligations and Disclosures Requirements] Regulations 2015, as amended, the company has maintained a functional website -www.deemrolls.com and all the information, details, documents and codes and policies as mandated are placed on the website.

Significant/material orders passed by the Regulators/ Courts/ Tribunals

It is reported that during the year under review and upto the date of this report, no significant/material orders have been passed by the Regulators/ Courts/ Tribunals which impact the going concern status of the company or company's operations in future.

Disclosures as required under various provisions of the Companies Act, 2013 and the Rules made thereunder

The following Disclosures are made as required under various provisions of the Companies Act, 2013 [the Act] and the Rules made thereunder. [1] During the year under review, the company has availed financial assistance from State Bank of India and an NBSC and as per the terms of their sanctions charge on the company's assets has been created. [2] During the year under review, there have been no proceedings initiated against the company under Prohibition of Benami Property Transactions Act, 1988, as amended [formerly the Benami Transactions [Prohibition] Act, 1988] and the rules made thereunder. [3] During the year under review, the company does not have any transactions with the companies struck off under Section 248 of the Act or Section 560 of the Companies Act, 1956. [4] The company has filed its annual return and audited financial statements in Form MGT 7 and Form AOC 4 XBRL respectively with the Registrar of Companies, Gujarat. [5] There have been no instances of any revision in the Board's Report or the financial statement, hence Disclosures under Section 131 [1] of the Act is not required to be made. [6] The Company has not issued any shares to any employee, under any specific scheme, and hence, Disclosuress under Section 67 [3] Act are not required to be made. [7] The Company has not paid any commission to any of its Directors and hence, provision of Disclosures of commission paid to any Director as mentioned in Section 197 [14] of the Act is not applicable. [8] The Company has not issued [a] any share with differential voting rights [b] sweat equity shares [c] shares under any employee stock option scheme and hence no Disclosuress are required to be made as per the Companies [Share Capital and Debentures] Rules, 2014. [9] No application made and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016, during the year under review and upto the date of this report. [10] There are no instances of any One Time Settlement with any Bank, and therefore, details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions, are not required to be given. [11] The company has not purchased its own shares nor has given loans to any entity or individuals or employees for purchase of company's shares [12] In the paid-up share capital of the company, no shares have been held in trust for the benefits of employees, where the voting rights are not exercised directly by the employee and [13] The company has not issued any type of preference shares, debentures, bonds or warrants.

Postal Ballot

During the year under review, no postal ballot was conducted by the company.

Registrar and Transfer Agent

Bigshare Services Private Limited [SEBI Registration No. INR000001385], having their office S/6-2, 6th Floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri [East] Mumbai - 400093, are the Registrar and Share Transfer Agents of the company.

Disclosures under Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal] Act, 2013

The company has zero tolerance towards sexual harassment at the work place and has adopted the Policy on Prevention of Sexual Harassment at Work Place, in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal] Act, 2013 and the Rules made thereunder, which is placed on the website of the company www.deemrolls.com It is reported that at the beginning of the year under review, no complaint of sexual harassment was pending and no such complaint was received during the year.

Certificate under Regulation 17[8] of SEBI [Listing Regulations and Disclosuress Requiremtns] Requlations , 2015

The Certificate under Regulation 17 [8] of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015 is placed at Annexure-7 to this report.

Disclosuress relating to remuneration of Directors, Key Managerial Personnel and particulars of employees: The information required under Section 197 [12] of the Companies Act, 2013 read with Rule 5[1] Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 in respect of Directors, Key Managerial Personnel and employees are given in Annexure 8 annexed herewith.

Human Resources and Industrial Relations

The company has well trained workforce for various areas of its activities. The industrial relations in the company's plants and offices have been cordial throughout the year under report.

Acknowledgements

Your Directors wish to express their appreciation for the continued co-operation and support received during the year under report, from customers, vendors, business associates, government authorities, investors, State Bank of India, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services [India] Limited and Bigshare Services Private Limited. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the officers , staff and workers of the company. Your Directors look forward for the continued support of every stakeholders in the future.