Your Directors have pleasure in presenting their 42^nd Annual Report and the Audited Financial
Statement for the Financial Year ended March 31, 2024.

STATE OF COMPANY'S AFFAIRS & BUSINESS OPERATIONS

During the current financial year, the net revenue from operations of your Company was 87,09,113.68.

During the year under review, the company recorded a Net Profit of Rs. 2,33,309.72 against Net profit
of Rs. 3,69,219.90 during the previous year.

DIVIDEND:

The Company does not propose to declare dividend for the financial year ended March 31, 2024 and
wishes to plough back the profits for the further expansion activities of the Company.

EXPLANATION TO AUDITOR'S REMARK

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts
and accounting policies are self-explanatory and do not calls for any further comment.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

There is no holding, subsidiary & Associates Company as on financial year ended March 31, 2024.
EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31, 2024 as provided under sub-section (3) of
Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 is
available on the company's website: www.dalmiaindustry.in.

SHARE CAPITAL

During the year under review, there was no change in the capital structure of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details pertaining to loans, guarantees or investments are provided in the notes to the Financial
Statements.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

No material events have occurred after the financial year ended March 31, 2024 of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER
THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:-

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the
Companies Act, 2013 along with Rules made there-under other than those which are reportable to the
Central Government.

SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND
COMPANY'S OPERATIONS

1) Classified the Company as Shell Company:-

SEBI vide Circular No. SEBI/HO/ISD/OW/P/2017/18183 dated August 7, 2017 has classified the
Company as Shell Company. SEBI has also passed an Interim order against the Company vide order No
WTM/MPB/ISD/41/2017 dated September 26,2017 in lieu of which the Company has filed reply to
SEBI on January 25, 2018 clarifying the issues raised by the SEBI and the matter is pending as on the
date.

2) Non-compliance with the Regulation 76 of SEBI (Depository and Participant)Regulation, 2018:-

BSE Limited &Metropolitan Stock Exchange of India Limited (MSEI) have freeze the Promoter
Shareholding and transferred the Scrip of the Company to Z Group.

3) Suspension of Trading in securities of the Company:-

The trading in securities of the Company have been suspended by BSE Limited and MSEI due to non¬
payment of Annual Listing Fees w.e.f March 01, 2020.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters provided
under sub-section (3) of Section 178, is published on the website of the Company viz.,
www. dalmiaindustry. in

DIRECTORS:

During the year under review, the Board consists of 4 (Four) Directors and none of the Directors are
disqualified.

LIST OF DIRECTORS PRESENT ON THE BOARD AS ON DATE:

* Resigned on April 26, 2023.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the directors'
responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable
Accounting standards had been followed along with proper explanation relating to the material

departures;

(b) the directors of the Company 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, as at March 31, 2024 and loss of the Company for the
year ended March 31,2024.

(c) the directors of the Company had taken proper and sufficient care for the maintenance of proper
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 directors of the Company had prepared the accounts of the Company for the financial year
ended March 31, 2024 on a going concern basis and;

(e) the directors of the Company had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be an internal risks as
well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and
other related issue can affect our operations and profitability. However the Company is well aware of
the above risks and as part of business strategy has formulated a Risk Management Policy.

The Risk Policy approved by the Board, clearly lays down the roles and responsibilities of the various
functions in relation to risk management covering a range of responsibilities, from the strategic to the
operational. These role definitions, inter alia, provide the foundation for your Company's Risk
Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation
of appropriate risk management procedures, their effective implementation across the Company and
independent monitoring and reporting by Internal Audit. Backed by strong internal control systems, the
Company is in the process of implementing the current Risk Management Framework that consists of
the following key elements: ¹

The combination of policies and processes as outlined above is expected to adequately address the
various risks associated with your Company's businesses.

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key
areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the
Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

BOARD COMMITTEES:

The Company has the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

BOARD INDEPENDENCE:

Our definition of 'Independence' of Directors is derived from SEBI (LODR), Regulations, 2015 and
Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the
Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent in terms of Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015 and Section 149(6) of the Companies Act, 2013

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is
committed to fulfill its social responsibility as a good corporate citizen. The Companies Act, 2013,
pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate
Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain
class or classes of Companies. However, our Company does not fall under the requisite criteria and thus
the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of Dalmia Industrial Development Limited is committed to maintain the highest
standard of honesty, openness and accountability and recognize that employees have important role to
play in achieving the goal.

The Company's Whistleblower Policy encourages Directors and employees to bring to the Company's
attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the
conduct that could adversely impact the Company's operations, business performance and / or
reputation. The Policy provides that the Company investigates such incidents, when reported, in an
impartial manner and takes appropriate action to ensure that the requisite standards of professional
and ethical conduct are always upheld. It is the Company's Policy to ensure that no employee is
victimized or harassed for bringing such incidents to the attention of the Company. The practice of the
Whistleblower Policy is overseen by the Board of Directors and no employee has been denied access to
the Committee. The Whistleblower Policy is available on the Company's website
www.dalmiaindustry.in.

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent
business governance that freedom of management should be exercised within a framework of
appropriate checks and balances. The Company remains committed to ensuring an effective internal
control environment that inter alia provides assurance on orderly and efficient conduct of operations,
security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting
records and the timely preparation of reliable financial information.

The Company's independent and Internal Audit processes, both at the Business and Corporate levels,
provide assurance on the adequacy and effectiveness of internal controls, compliance with operating
systems, internal policies and regulatory requirements. The Financial Statements of the Company are
prepared on the basis of the Significant Accounting Policies that are carefully selected by management
and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual &
Standard Operating Procedures (SOPs) that have been established for individual units/ areas of
operations.

The Company has in place adequate internal financial controls with reference to the Financial
Statements. Such controls have been tested during the year and no reportable material weakness in the
design or operation was observed. Nonetheless the Company recognizes that any internal financial
control framework, no matter how well designed, has inherent limitations and accordingly, regular
audit and review processes ensure that such systems are reinforced on an ongoing basis. The Company
is in process of appointing an internal auditor to oversee the internal audit mechanism and the same
will be done at the earliest.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review, the Company has complied with all the
applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and
'General Meetings' respectively (including any modifications or amendments thereto) issued by the
Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report for the year under review, as required under Regulation
34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report
as Annexure II.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There was NIL Related Party Transaction as required to be disclosed in compliance with the Accounting
Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India (ICAI).

CORPORATE GOVERNANCE:

The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this
Annual Report as Annexure III.

NO. OF MEETINGS OF THE BOARD:

The intervening gap between any two meetings was within the period prescribed by the Companies Act,
2013. The maximum interval between any two meetings did not exceed 120 days as prescribed under
the Companies Act, 2013.

The Board of Directors met 06 (Six) times during the financial year i.e. on 30/05/2023, 14/08/2023,
29/08/2023, 07/11/2023, 08/12/2023 and 14/02/2024.

The details of Directors attendance in the Board Meeting is stated below:

* appointed w.e.f. December 08,2023
DECLARATION BY 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 27 of SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015.

BOARD EVALUATION

Regulation 27 of SEBI (Listing and Obligation Requirement) Regulations, 2015 mandates that the Board
shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a
formal annual evaluation needs to be made by the Board of its own performance and that of its
committees and individual directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The Board approved the
evaluation results as collated by the nomination and remuneration committee.

AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

STATUTORYAUDITOR

M/s. Ghosh and Ghosh, Chartered Accountants, were appointed as the Statutory Auditors of the
Company at the 39^th Annual General Meeting (AGM) until the conclusion of the AGM to be held in FY
2026 of the Company.

The Auditor's Report do not contain any qualifications, reservations, adverse remarks or disclaimer.
SECRETARIAL AUDITOR & SECRETARIAL AUDITORS' REPORT

M/s Shivam Sharma & Associates, Practicing Company Secretaries, Mumbai was appointed to conduct
the Secretarial Audit of the Company for the financial year 2023-2024, as required under Section 204 of
the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2023-24 forms part
of the Annual Report as “ANNEXURE I” to the Board Report.

DEPOSITS

The Company has not accepted any deposits within the meaning of Chapter V of The Companies Act,
2013 during the year under review. No deposit remained unpaid or unclaimed as at the end of the year
and accordingly there has been no default in repayment of deposits or payment of interest thereon
during the year.

COST AUDIT

Cost Audit is not applicable to the Company during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH&DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Energy conservation measures taken: Nil

(b) Additional investments and proposals if any, being implemented for reduction of consumption of
energy: Nil

(c) Impact of the measures at (a) and(b)above: Nil for reduction of energy consumption and consequent
impact on the cost of production of goods

(d) T otal energy consumption and energy consumption: Nil per unit of production

FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY

A. Power and fuel consumption: Nil

B. Consumption per unit of production: Nil

FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY
ABSORPTION ETC.,

I Research and Development: Nil

II Technology Absorption, Adaptation and: Nil Innovation
FOREIGN EXCHANGE EARNINGS AND OUTGO

ANTI SEXUAL HARASSMENT POLICY

The Company is committed to provide a protective environment at workplace for all its women
employees. To ensure that every woman employee is treated with dignity and respect and as mandated
under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013”.The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An
Internal Committee has been set up to redress the complaints received regarding sexual harassment at
workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the
current financial year.

Number of Complaints received: Nil
Number of Complaints disposed off: Nil

FAMILIARIZATION PROGRAMME

The Company has established a Familiarization Programme for Independent Directors.

As per Reg 25(7) of SEBI (LODR) in which the Board briefed him about the following points:

a) Nature of the industry in which the Company operates

b) Bus iness model of the Company

c) Roles, rights, responsibilities of independent directors

d) Any other relevant information

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are made available at the registered office of the Company. The members desirous of obtaining
the same may write to the Whole time Director at the registered office of the Company.

ACKNOWLEDGEMENTS

Your directors express their appreciation for the sincere co-operation and assistance of Central and
State Government authorities, bankers, suppliers, customers and business associates. Your directors
also wish to place on record their deep sense of appreciation for the committed services by your
company's employees. Your directors acknowledge with gratitude the encouragement and support
extended by our valued shareholders.

CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis may contain certain statements describing
the Company's objectives, expectations or forecasts that appear to be forward-looking within the
meaning of applicable securities laws and regulations while actual outcomes may differ materially from
what is expressed herein. The Company is not obliged to update any such forward-looking statements.
Some important factors that could influence the Company's operations comprise economic
developments, pricing and demand and supply conditions in global and domestic markets, changes in
government regulations, tax laws, litigation and industrial relations.

Date: September 05, 2024 By Order of the Board Place

Place: Kolkata For DALMIA INDUSTRIAL DEVELOPMENT LTD

Regd. Office: 2A, Ganesh Chandra Sd/-

Avenue 9th Floor, Room No: 8E Raj Mohta

Kolkata WB 700013 IN Whole Time Director

niN-03575770

1

The Corporate Risk Management policy facilitates the identification and prioritization of strategic
and operational risks, development of appropriate mitigation strategies and conducts periodic
reviews of the progress on the management of identified risks

• A combination of risk policy and unit wise evolved procedures brings robustness to the process of
ensuring that business risks are effectively addressed.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in
businesses with unique / relatively high risk profiles.

• A strong and independent Internal Audit function at the corporate level carries out risk focused
audits across all businesses, enabling identification of areas where risk management processes may
need to be strengthened. The Board of Directors reviews Internal Audit findings, and provides
strategic guidance on internal controls. The Board of Directors closely monitors the internal control
environment within the Company including implementation of the action plans emerging out of
internal audit findings.

• At the Business level, Internal Audit Department personnel continuously verify compliance with
laid down policies and procedures, and help plug control gaps by assisting operating management
in the formulation of control procedures for new areas of operation.

• The periodical planning exercise requires all units to clearly identify their top risks and set out a
mitigation plan with agreed timelines and accountability. Top Management and Unit heads confirm
periodically that all relevant risks have been identified, assessed, evaluated and that appropriate
mitigation systems have been implemented.