Destiny Logistics & Infra Ltd

DEAR MEMBERS,

Your Directors are pleased to present the 14^th Annual Report on the business and operations of Destiny Logistics & Infra Limited ("the Company/ your Company") together with the Audited Financial Statements for the Financial Year ended 31^st March 2025.

1. FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year under review along with previous year figures is given hereunder:

(Amount in Lakh)

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

The Company has reported standalone revenue of Rs. 6817.35 Lakhs for the current year as compared to Rs. 5,789.09 Lakh in the previous year resulting into increase in revenue approx. by 18% from previous year.

The net profit for the year under amounted to Rs. 258.64 Lakhs in the current year as compared to Rs. 212.30 Lakh in the previous year resulting into increase in net profit approx. by 22% from previous year.

3. DIVIDEND:

Keeping in view the fund requirement of the company and to conserve the resources, your Board do not recommend any dividend for Financial Year 2024-25.

4. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, no change took place in the nature of business and the company is carrying on the objects as per the Memorandum of Association.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to the date of the report.

6. TRANSFER TO RESERVES

There were no transfer to reserve during the period under review.

7. CAPITAL STRUCTURE:

(i) Authorized Share Capital

During the financial year 2024-25, the authorized share capital of the Company was increased to Rs. 25,00,00,000/- (Rupees Twenty- Five Crore Only) from Rs. 16,00,00,000/-(Rupees Sixteen Crore Only) based on approval of the members in the last AGM held on 27^th September 2024. The authorized capital of the Company stood increased to Rs. 25,00,00,000/- (Rupees Twenty- Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten only).

(ii) Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company as on 31^st March 2025 was Rs. 15,38,80,000/- (Rupees Fifteen Crore Thirty-Eight Lakh Eighty Thousand only), divided into 1,53,88,000 (One Crore Fifty-Three Lakh Eighty-Eight Thousand) equity shares of Rs. 10/- each.

Company during the last financial year (2023-24) has issued 96 Lakh warrants convertible into equal number of equity shares. Each warrant was issued at Rs. 33 and on conversion, each equity shares of Rs. 10 were issued at premium of Rs. 23. During the period under review none of the warrants were not converted into equity shares.

The Companies paid up capital at the end of the financial year 2024-25 was Rs. 15,38,80,000/- (Rupees Fifteen Crore Thirty-Eight Lakh Eighty Thousand only), divided into 1,53,88,000 (One Crore Fifty-Three Lakh Eighty-Eight Thousand) equity shares of Rs. 10/- each.

(iii) Equity shares with differential voting rights and sweat equity shares

During the financial year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Act.

8. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on the EMERGE SME Platform of National Stock Exchange Limited. The Annual Listing fees for the year 2024-25 have been paid.

9. REGISTERED OFFICE OF THE COMPANY:

Company continues to have the same registered office at 375, Dakshindari Road, Parganas North, Kolkata West Bengal -700048. Earlier Company has taken corporate office, however, same has been shifted to the registered office.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to Investor Education and Protection Fund (IEPF) during the financial year ended 31^st March 2025.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination, Remuneration and Compensation Committee of your Company.

Composition of the Board

Company has appropriate mix of executive, non-executive and independent directors. The total strength of the Board during the financial year 2024-25 comprised of seven (7) directors. Independent and Women Directors are appointed as per Section 149 Companies Act, 2013. The maximum tenure of the independent directors is in compliance with the Companies Act, 2013 ("Act"). All the Independent Directors have confirmed that they meet the criteria of Independence as mentioned under regulation 16(1)(b) of the SEBI Listing Regulations and Section 149 of the Act.

The present strength of the Board reflects judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company.

The following is the present composition of our Board and their number of Directorships in other companies:

PD- Promoter Director; ED- Executive Director; NED-Non-Executive Director; ID- Independent Director

* Resigned and relieved w.e.f. 31^st July 2025

** The directorship does not include directorship in Private Limited, Private Limited which are subsidiary of Public Limited, Section 8 Companies and Companies incorporated outside India.

***Membership/Chairmanship of only Audit Committee/Stakeholders' Relationship Committee has been considered.

Key Managerial Personnel (KMP)

The following change took place in Key Managerial Personnels during the year:

Following are the present KMPs of the Company in terms of Section 203 of the Act:

Directors

During the year under review, the Board inducted following Independent Directors as per approval at the Annual General Meeting for the last financial year:

Composition of the Board:

Following is the present composition of the Board:

Changes in the Board Members after the end of financial year:

Following changes occurred in the Board Members from the end of the financial year:

(i) Mr. Mithilesh Kumar Jha, Executive Director was relieved from the board w.e.f. 31^st July 2025.

Matter for consideration at Annual General Meeting:

(i) Mrs. Sweta Chaurasia, Independent Director is completing her first term of five years as an independent director on 22^nd August 2026 and his re-appointment for second term of five years is proposed in the ensuing AGM.

(ii) Mr. Shir Sagar Pandey, Independent Director is completing his first term of five years as an independent director on 22^nd August 2026 and his re-appointment for second term of five years is proposed in the ensuing AGM.

(iii) Mrs. Rekha Bhagat, Managing Director of the Company, whose term will expire 22^nd August 2026. A resolution seeking approval of the shareholders for her re-appointment as Managing Director forms part of the Notice of the AGM.

(iv) Nomination and Remuneration Committee has duly recommended appointment / reappointment of directors after considering their profile and disclosures.

(v) None of the directors are disqualified under Section 164 of the Companies Act, 2013. Company has obtained a certificate to that extent and same is attached with the Board Report.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board of Directors met twelve (12) times. The maximum interval between any two meetings did not exceed 120 days. The required quorum was present in all the Meetings.

The Board of Directors met twelve (12) times during the financial year under review. Board

Meetings were held on 15^th April 2024, 16^th May 2024, 30^th May 2024, 29^th June 2024, 7^th August

2024, 2^nd September 2024, 12^th September 2024, 11^th November 2024, 12^th November 2024, 26^th

November 2024, 5^th February 2025 and 17^th March 2025.

Details of the attendance of the Directors at the Board meetings held during the year are as follows:

* Resigned and relieved w.e.f. 31^st July 2025

13. DEPOSITS:

During the year under review, your Company has not invited nor accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 hence the requirement for furnishing of details of deposits which are not in Compliance with the Chapter V of the Companies Act, 2013 is not applicable. All exempted deposit are provided in the financial statement elsewhere which are largely the borrowings and share warrants money apart from other advances.

14. DETAILS OF SUBSIDIARY/ASSOCIATE/ JOINT VENTURE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31^st March, 2025. Hence a statement to be annexed to this Board Report in form AOC-1 is not applicable.

15. COMMITTEES OF THE BOARD:

Company had three Committees of the Board namely Audit Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee during the last financial year. Further, to reduce the meetings of the Board, Board has constituted Finance and Legal Committee to take up matter related to funding including borrowing and matter related to the legal and finance and to facilitate faster and easy decision making.

Audit Committee:

The constitution, composition and functioning of the Audit Committee also meets with the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

Constitution, composition and attendance of the Audit Committee is as below:

Terms & Reference of Audit Committee:

• oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

o matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

o changes, if any, in accounting policies and practices and reasons for the same; o major accounting entries involving estimates based on the exercise of judgment by management;

o significant adjustments made in the financial statements arising out of audit findings;

o compliance with listing and other legal requirements relating to financial statements;

o disclosure of any related party transactions; o modified opinion(s) in the draft audit report;

• reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the draft prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

• reviewing and monitoring the auditor's independence and performance, and

• effectiveness of audit process;

• approval or any subsequent modification of transactions of the company with related parties;

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the listed entity, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• discussion with internal auditors of any significant findings and follow up there on;

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

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

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

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

• reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

• monitoring the end use of funds raised through public offers and related matters.

• carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information:

• management discussion and analysis of financial condition and results of operations;

• statement of significant related party transactions (as defined by the audit committee), submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory auditors;

• internal audit reports relating to internal control weaknesses; and

• the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

• statement of deviations: (a) half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the draft prospectus/notice in terms of Regulation 32(7).

Nomination and Remuneration Committee:

The Constitution, Composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Constitution, composition and attendance of the Nomination and Remuneration Committee is as below:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior management employees. The details of the same are given on the website of the Company i.e., www.dssl.ind.in.

Terms & Reference of Nomination and Remuneration Committee:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

• To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• To recommend to the Board all remuneration, in whatever form, payable to senior management.

Stakeholders' Relationship Committee:

The Constitution, Composition and functioning of the Stakeholder's Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Constitution, composition and attendance of the Stakeholder's Relationship Committee is as below:

Terms & Reference of Stakeholder's Relationship Committee:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

• Review of measures taken for effective exercise of voting rights by shareholders;

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

• To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time."

16. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section

149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in

Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

17. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 17^th March 2025, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

18. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:

Details of loans given, investments made or guarantees given or security provided as per the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

19. WEBSITE

https://destinyinfra.in/ is the website of the Company. All the requisite details, policies are placed on the website of the Company.

20. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant to an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

21. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

The Company has in place a process for familiarization of newly appointed directors with respect to their respective duties and departments. The highlights of the Familiarization Programme is available on the Company's

website at: https://destinyinfra.in/wp-content/uploads/2021/12/Familarization-Programme-for-Independent-Directors.pdf

22. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented separately as Annexure I forming part of the Annual Report attached herewith.

23. GENERAL SHAREHOLDER INFORMATION:

a. Information about Fourteenth (14^th) Annual General Meeting:

Date & Time: Saturday, 27^th September 2025 at 1.00 P.M.

Through Video Conference (VC)/ Other Audio Visual Means (OAVM) Facility Will be deemed to be held at Registered office of the Company.

b. Financial Year

The financial year of the Company commences with 1^st April every year and ends with 31^st March in the succeeding year. The half yearly results are declared as per in compliance to SEBI (LODR) Regulations, 2015.

c. Date of Book Closure

The Register of Members and Share Transfer Books shall be closed for 14^th Annual General Meeting from 21^st September 2025 to 27^th September 2025.

d. Dividend payment date

To conserve the resources, your Board don't propose to pay any dividend for the financial year 2024-25.

e. Listing on Stock Exchanges

The Equity shares of the Company are listed on EMERGE Platform of National Stock Exchange Limited. The Annual Listing fees for the year 2024-25 have been paid.

f. Registrars and Share Transfer Agents

M/s Cameo Corporate Services Limited,

"Subramanian Building"

No. 1, Club House Road,

Chennai 600 002, Tamil Nadu Email: Cameo@cameoindia.com

g. Share Transfer Process:

The Company's shares are traded on the stock exchange only in electronic mode. Shares in physical form are processed by the Registrar and transfer agents M/s Cameo Corporate Services Limited only after getting approval from shareholders committee. MCA and SEBI has laid down restriction in physical share transfer.

h. Address for Investor Correspondence:

Destiny Logistics & Infra Limited

375, Dakshindari Road, Parganas North, Kolkata, West Bengal, India, 700048

Phone: +91 424 2284077

Contact No. 033-40087463

Email: info@destinyinfra.in

Website: www.destinyinfra.in

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Board. Further, during the financial year under review, in terms of Section 188 and Section 134 of the Act read with rules thereunder, all contracts/arrangements/ transactions entered into by the Company with its related parties were on arm's length basis and not material. All the related party transactions are approved by the Audit Committee and Board of Directors. The disclosure in Form AOC - 2 is attached as Annexure II to this report.

Details of the related party transaction are provided in audited financial statement at note 31 of financials and may be treated as part of the Board Report.

25. FORMAL ANNUAL EVALUATION:

The Board of Directors is committed to get carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. Based on the criteria the exercise of evaluation was carriedout through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Managing Director and the Non- Independent Directors was carried out by the Independent Directors.

26. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Board's Report as Annexure - III.

27. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors'Responsibility Statement, the Board of Directors of the Company hereby confirms:

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2025 and Profit and Loss Account of the Company for that period;

(!!!) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the annual accounts for the Financial Year ended 31^st March 2025 on a going concern basis;

(v) That 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

(v!) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of the Companies Act 2013 was not applicable during the period under review.

29. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the https://destinyinfra.in/company-policies/.

30. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3) (M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014:

Company is not an industrial enterprise and hence do not have specific disclosure to be made. Disclosures regarding activities undertaken by the company in accordance with the provisions of section 134 of the Companies Act, 2013 read with Companies (Accounts) rules, 2014 are provided here under:

A. Conservation of energy:

(!) The Steps taken or impact on Conservation of energy:

The Company has adopted strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extend of wastage as far as possible. The day to day consumption is monitored and efforts are made to save energy.

(ii) Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

(iii) The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipments.

B. Technology absorption:

The Company uses the latest technology. No details are available in field of business to be included in the report.

C. Foreign Exchange earnings and outgo:

(i) Foreign Exchange Earnings: NIL

(ii) Foreign Exchange Outgo: NIL

31. CORPORATE GOVERNANCE REPORT:

By virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 ("LODR") the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.

However, details as required to be provided in Corporate Governance Report has been provided to the extent it is followed by the Company in Annexure-IV.

32. NON-DISQUALIFICATION OF DIRECTORS:

A certificate obtained from Gouri Shanker Mishra, Partner BGSMISHRA & Associates, Company Secretaries LLP certifying that none of the directors are disqualified is attached as Annexure V.

33. RISK MANAGEMENT POLICY OF THE COMPANY:

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has in place a proper system for Risk Management, assessment and minimization of risk. Risk Management is the identification and identification and assessment of risk. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. Audit Committee reviews the risk management.

The Board members are informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.

34. AUDITORS, AUDIT QUALIFICATION AND BOARD'S EXPLANATION:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/S Bijan Ghosh & Associates, Chartered Accountants, Firm Registration No. 323214E were appointed as Statutory Auditor of the Company in the 5^th Annual General Meeting for a term of 5 years commencing from conclusion of the 5^th Annual General Meeting upto the 10^th Annual General Meeting of the Company to be held in calendar year 2026.

The Auditors have confirmed their eligibility within the meaning of provisions of Section 139 of the companies Act, 2013.

No qualification has been provided in the Statutory Auditors Report.

Internal Auditor

The Company has appointed M/s Neha D Jain & Co, Chartered Accountants as the Internal Auditor of the Company for the F.Y. 2025-26 to conduct the Internal Audit of the Company in their Board Meeting held on 17^th March 2025.

Secretarial Auditors Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of your Company has appointed Mr. V P Rajeev, Company Secretary as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2024-25 in accordance with the provisions of Section 204 of the Companies Act, 2013.

The Secretarial Audit report in the prescribed Form MR-3 for the financial year 2024-25 issued by the auditor is enclosed as Annexure VI to this report.

No qualifications has been made in the Secretarial Audit Report, however, certain observation has been made which are self- explanatory, however, we will like to inform the shareholders that these were un-intentional and arose in peculiar circumstances as below:

1. Company has belatedly filed certain e-Forms;

2. Company has belatedly filed the e-form SH-7 for increase in authorized capital and hence company has paid interest on the fees as per the applicable provision.

Cost Auditor:

The provisions of Cost Audit Record and Cost Audit as prescribed under Section 148 of the Act and the rules framed thereunder are applicable to the extent of maintenance of cost record.

35. COMPANIES (AUDITOR'S REPORT) ORDER, 2020:

The provisions of CARO is applicable and required reporting has been made by the statutory auditor as part of the audit report. The report as provided is self- explanatory.

36. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended 31^st March 2025, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

The disclosure related to Board Meeting has been elsewhere provided in the Annual Report. Last Annual General Meeting of the Company was held on 27^th September 2024.

39. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy. The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. The Policy of vigil mechanism may be accessed on the Company's website at the weblink: https://destinyinfra.in/wp-content/uploads/2021/12/Policy-on-Vigil-Mechanism.pdf

40. PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. During the year under review, there has been due compliance with the said code.

41. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. Details of the same are given in the website of the Company at https://destinyinfra.in/wp-content/uploads/2021/12/Code-of- Conduct-for-Directors-and-Senior-Management.pdf

42. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

43. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

44. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company lays emphasis on commitment towards its human capital and recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

45. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to provide a safe and healthy work environment for the well-being of all our Stakeholders. The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. The Company strives to maintain and use efficiently limited natural resources as well as focus on maintaining the health and well-being of every person.

46. LISTING OF SHARES:

The Equity Shares of the Company are listed on the EMERGE Platform of National Stock Exchange Limited. The Annual Listing fees for the year 2024-25 have been paid.

47. PREVENTION OF SEXUAL HARASSMENT:

Your Company has framed a Policy of prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All women who are associated with the Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. During the financial year 2024-25, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as on 31^st March 2025. Details of the same are given on the website of the Company at https://destinvinfra.in/wp-content/uploads/2021/12/Policy-on-Sexual-Harassment.pdf

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR

No application for insolvency has been made by or against the company and hence on proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

The Company has not made any settlementduring the year.

50. MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of Maternity Benefit Act, 1961 during the period under review.

51. ACKNOWLEDGEMENT:

Your Directors wishes to express its gratitude and places on record its sincere appreciation for the commitment and efforts put in by all the employees. And also record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.