Your directors have pleasure in presenting the Sixteenth Annual Report of the Company on the business and operations of the Company together with the Audited financial accounts for the financial year ended on 31st March, 2024.

(Rs. In lakhs)

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR (OBJECTS, PERFORMANCE)

During the year under review, the Company registered revenue of Rs 9837.95 lacs as against revenue of Rs 14641.48 lacs during the preceding financial year. Our margins and performance were remarkable due to the increase in prices of the final products of the Company. The Company recorded a Net Profit of Rs. 806.96 Lacs in FY 2023-24 on the y-o- y basis as compared to a profit of Rs. 1286.59 Lacs in FY 2022-23. Your directors are optimistic about the company's business and hopeful of better performance with increased revenue in the coming year. There was no change in the nature of the business of the Company.

3. DIVIDEND:

During the period under review, the Board of Directors has not recommended any dividend and proposes to put the reserves for enhancing business.

4. LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with the NSE Platform and in dematerialized form through depositories in order to eliminate all risks associated with physical shares and for ease of portfolio management. The ISIN No. of the Company is INE411Y01011.

5. CHANGE IN NATURE OF BUSINESS

During the Year under review, there is no change in the nature of business.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 123 of the Companies Act, 2013 do not apply.

7. TRANSFER TO RESERVES & SURPLUS

During the period under review, your directors have not transferred any amount to general reserves.

8. CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

9. SHARE CAPITAL & UNCLAIMED SHARES:

• Authorized Share Capital:

Rs. 200,00,00,000/- /- (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 10/- (Rupees Ten only)

During the period under review, the company has increased its Authorised share capital from Rs. 1,40,00,00,000/- (Rupees One Hundred & Forty Crores only) divided into 14,00,00,000 (Fourteen Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 10/- (Rupees Ten only) vide Resolution passed by the members in EOGM dated 31.10.2023.

• Issued, Subscribed and Paid-up Share Capital:

Rs. 1,62,73,61,150/- (Rupees One hundred and sixty-two crores seventy-three lacs sixty-one thousand one hundred and fifty only) divided into 16,27,36,115 (Sixteen Crores Twenty Seven Lacs Thirty-Six Thousand One Hundred and Fifteen only) Equity shares of Rs. 10/- (Rupees Ten only) each.

During the period under review, the company has increased its paid-up share capital from Rs. 10,91,64,6870/- (Rupees one billion, ninety-one million, six hundred forty-six thousand, eight hundred seventy only) divided into 10,91,64,687 (Ten Crore Ninety-One Lakh Sixty-Four Thousand Six Hundred Eighty-Seven only) Equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 1,62,73,61,150 /- (Rupees One Billion Six Hundred Twenty-Seven Million Three Hundred Sixty-One Thousand One Hundred Fifty only) divided into 16, 27, 36,115 (Sixteen Crores Twenty-Seven Lacs Thirty-Six Thousand One Hundred Fifteen only) Equity shares of Rs. 10/- (Rupees Ten only) each by way Preferential issue in the ratio of 1:1 vide Resolution passed by the members in EOGM dated 31.10.2023.

• Issue of Convertible Warrants into Equity Shares through Preferential Issue

The Board has considered and recommended the fund-raising through the preferential issue of convertible Warrants into equity shares, subject to the approval of shareholders. Issuance of 5,35,71,428 (Five Crores Thirty-Five Lakhs Seventy-One Thousand Four Hundred and Twenty-Eight) convertible warrants ('Warrants'), each carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant, at an Issue price of INR 14/- (Indian Rupees Fourteen only) per Warrant aggregating to INR Rs. 74,99,99,992 (Rupees Seventy-Four Crores Ninety-Nine Lakhs Ninety-Nine Thousand Nine Hundred and Ninety-Two Only) under Non- Promoter Category.

• Right Issue

During the year, the Company allotted 3,27,24,687 (Three Crores Twenty-Seven Lakhs Twenty-Four Thousand Six Hundred and Eighty-Seven) fully paid Equity Shares having face value of Rs. 10/- (Rupees Ten only) each at Rs. 15/- (Rupees Fifteen only) including premium of Rs. 5/- (Rupees Five only), on the right basis to existing eligible equity shareholders of the Company.

10. DEPOSITORY PARTICIPANT

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

11. DIRECTOR'S & KEY MANAGERIAL PERSONNEL

The members of the Company's Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/committee meetings are pre- scheduled and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board's/Committee's approval is taken by passing resolutions through circulation or by calling Board/Board Committee meetings at short notice, as permitted by law.

In accordance with the provisions of section 149, 152, 203 & Article 105 to 110 of Article of Association of the Company and other applicable provisions of the Companies Act, 2013, one third of the of Directors who are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Consequently Mr. Sonu Sharma, Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends their reappointment for the consideration of Members of the Company at the ensuing Annual General Meeting.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the appointment/ reappointment of Directors are also included in the Notice.

The board of directors of the company duly constituted during the year and apart from above there were changes made in the composition of Board of Directors during the year.

Following are the Directors and KMP as of 31.03.2024.

During the Year there were changes in the composition of the Board of Directors:

1. Mr. Ankit Kumar Sharma Company Secretary & Compliance Officer has resigned from company w.e.f. 31.07.2023.

2. Mrs. Dolly Sharma Company Secretary & Compliance Officer appointed w.e.f 25.10.2023.

3. Mr. Bharu appointed as an Additional Director in Executive Category w.e.f. 01.01.2024 and has resigned from the company w.e.f. 14.02.2024.

4. Mr. Sonu Sharma has changed the designation from Non-Executive to Executive category w.e.f. 01.01.2024. Further after the closure of the financial year:

1. Nishant Gautam appointed as an Executive Director Non-Independent Director w.e.f. 01.04.2024.

2. Mrs. Nishu Goyal Chief Financial Officer (CFO) has resigned from the company w.e.f. 08.05.2024 and has again appointed as CFO w.e.f. 07.06.2024

3. Ms. Sanjeeda Dagar has resigned from the post of Non-Executive Independent Director w.e.f. 25.06.2024.

4. Ms. Bano appointed as a Non-Executive Independent Director w.e.f. 23.07.2024.

L2. MEETINGS OF THE BOARD AND ITS COMMITTEES, ATTENDANCE AND CONSTITUTION OF VARIOUS COMMITTEES

During the financial year, thirteen (13) Board meetings were convened and duly held. The intervening gap between the said meetings was in accordance with the provisions of the Act, relevant Rules made thereunder, Secretarial Standards issued by the Institute of Company Secretaries of India, and provisions of the Listing Regulations. The details of meetings of the Board and Committees of the Board held during the year, attendance of Directors thereat and other details of various Committees of the Board are given in the Report on Corporate Governance, forming part of this Report.

L3. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. All Directors and Senior Management Personnel of the Company have affirmed compliance with the

Company's Code of Conduct for the financial year ended March 31, 2024 in accordance with Regulation 17(5) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. The Company has posted the Code of Conduct for Directors and Senior Management on the company's website www.debockgroup.com under Investors link. Code of Conduct for Prohibition of Insider trading

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information. The Policy is available on the website of the Company www.debockgroup.com under the Investors link.

ITS COMMITTEES AND OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non- Independent Directors. These meetings were intended to obtain Directors' inputs on effectiveness of the Board/Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

While Independent directors in their separate meeting have carried out to assess the performance of Chairman and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by

the entire Board. The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

15. RETIRE BY ROTATION

In pursuant to Section 152(6) of the Companies Act 2013, Mr. Mukesh Manveer is liable to retire by rotation at the ensuing Annual General Meeting.

16. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

17. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The Company has received declarations from all the Independent Directors of the Company confirming that:

• They have complied with Code of Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

• They meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations;

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs.

• In terms of Regulation 25(8) of the SEBI Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

• In terms of Regulation 25(9) of the SEBI Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the SEBI Listing Regulations by the Independent Directors of the Company.

18. FINANCE & ACCOUNTS

Your Company prepares its Financial Statements in accordance with the Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued there under and other accounting principles generally accepted in India. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner. The form and substance of transactions reasonably present the Company's State of affairs, profits and cash flows for the year ended March 31, 2024. The Company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024. The Company has neither revised the financial statements nor the report of Board of Directors.

19. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATES COMPANY

The Company does not have any Subsidiary/Joint Venture/Associates Company.

20. CONSOLIDATED FINANCIAL STATEMENTS

Since the Company has no Subsidiary, Associate or Joint Venture and therefore question of Consolidated Financial Statements does not arise.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2024 as Annexure "A".

22. CORPORATE GOVERNANCE

Corporate Governance is evolved by not only ensuring compliance with regulatory requirements but also by being responsive and responsible to the needs of stakeholders with rewarding environment. Your Company believes that best Corporate Governance practices are critical to enhance and retain investor trust.

We, at Debock, believe that good and effective Corporate Governance is critical to achieve corporate vision and mission of the organization; it is more of an organizational culture than a mere adherence to rules and regulations. Law are alone cannot bring changes and transformation, and voluntary compliance both in form and in substance plays an important role in developing good Corporate Governance.

By virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are applicable to the company. Hence, Corporate Governance Report form a part of this Board Report and has been marked separately as "Corporate Governance Report".

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), with respect to Directors' Responsibility Statement, your directors confirm that:

i. To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013.

ii. In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

iii. 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 & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2024 and of the Profit of the Company for the year ended on that date.

iv. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity.

v. The Directors have prepared the Annual Accounts of the Company on a going concern basis.

vi. The Directors have laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and

vii. The Directors have devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively.

a. Statutory Auditors: -

M/s Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W) were appointed by the shareholders at the Eleventh Annual General Meeting held on 30th September, 2019, for five financial years to hold office till the conclusion of the 16th Annual General Meeting of the company.

Hence, the term of the said Statutory Auditors shall expire at the 16th Annual General Meeting of the company to be held in the year 2024 as per the provisions of Section 139 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013, it is proposed to appoint M/s MAPSS & Co., Chartered Accountants (FRN: 012796C), as Joint Statutory Auditors of the Company. M/s MAPSS & Co. will hold office for a period of five consecutive financial years, commencing from the conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting of the Company.

The auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board of Directors, after considering the qualifications and experience of M/s MAPSS & Co., is of the opinion that their appointment as Joint Statutory Auditors will be in the best interest of the Company.

b. Independent Auditor's Report: - There were certain observations and remarks raised by the Auditors of the Company. There are observations of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self- explanatory.

Auditor Remarks:

Capital work-in-progress aggregating to Rs. 386.37 Lakhs as of March 31, 2024, we did not receive the tax invoices, status of works completed / pending and appropriate supporting documents in relation to amount spent under this head. As a result of these issues, we were unable to determine whether any adjustments might have been necessary in respect of recorded or unrecorded assets and the resultant impact on the financial results.

Board Remarks:

The Company has undertaken extensive infrastructural projects, and the completion status and supporting documents are maintained diligently. While some invoices and documentation might have been delayed due to administrative processes and third-party coordination, the management assures that all expenditures have been duly authorized and accounted for. We are in the process of consolidating all relevant documentation, which will be made available for review shortly. We are confident that all expenditures are legitimate and accurately reflected in our financial records.

Auditor Remarks:

Long term Loans aggregating to Rs. 9271.22 Lakhs as on March 31, 2024 given to related parties disclosed under the head "Non-current Loans". The said loans have been given to 2 related parties.

In this regard, the Company has not complied with the provision of Sections 177, 185, 186, 188 and 189 of the Companies Act, 2013.

Further the notes to the financial results do not adequately disclose the nature and terms of theses related party transactions, nor do they provide sufficient details about the potential impact on the Company's financial position and results of operations. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and elements making up the financial results.

Board Remarks:

The loans extended to related parties are integral to our strategic business alliances and growth initiatives. We have ensured that all transactions are backed by formal agreements and approved by the Board. While there may have been administrative oversights in documentation, we are committed to addressing these and ensuring full compliance with statutory requirements. Detailed disclosures will be enhanced in future financial statements to provide complete transparency.

Auditor Remarks:

Loans to Other Parties aggregating to Rs. 87.50 Lakhs as on March 31, 2024 disclosed under the head "Non-Current Loans", during the audit we did not receive the confirmation and adequate supporting documents in this regard. As a result of the issue, we were unable to obtain sufficient appropriate audit evidence regarding the recoverability of the above loans. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and resultant impacts on the financial results.

Board Remarks:

The loans to other parties were extended based on thorough due diligence and formal agreements. While there have been delays in obtaining confirmations and supporting documents, efforts are being made to rectify this. We maintain that these loans are recoverable and legitimate, and we will provide the necessary documentation as soon as possible.

Auditor Remarks:

Capital advances aggregating to Rs. 4845.26 lakhs as on March 31, 2024 disclosed under the head "Other Noncurrent assets". Out of this, an amount of Rs. 1185.25 were given to the related party whose name were strike off as per the Ministry of Corporate Affairs (MCA) records.

Further, as per the explanation and information available to us, these advances were given for the purchase of Lands however as on March 31, 2024, neither the lands have been purchased nor any confirmations were received from the parties. Further, no impairment assessments have been conducted in regards to these advances.

In case of advance of Rs. 1185.25 lakhs to related party whose name was strike off as per the MCA, the Company has not provided a provision for doubtful against such advances and consequently the profit for the year and noncurrent assets as on March 31, 2024 are overstated to that extent.

Further in case of other capital advance of Rs. 3660.00 Lakhs, we were unable to obtain sufficient appropriate audit evidence regarding the recoverability of this advance. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and the resultant impacts on the financial results.

Board Remarks:

Regarding the remaining Rs. 3660.00 lakhs for other capital advances, delays in land acquisition were due to extended negotiations and regulatory processes, but confirmations are expected shortly. We are compiling necessary audit evidence and engaging third-party consultants to validate these advances. A detailed impairment review is being conducted to ensure compliance with Ind AS and accurate financial reporting.

The management is committed to resolving these issues with transparency and will provide updates in the forthcoming financial statements, ensuring any necessary adjustments are accurately reflected.

Auditor Remarks:

Development cost capitalized aggregating to Rs. 115.73 Lakhs as on March 31, 2024 disclosed under the head "Other Non-current Assets", as per the information and explanation available to us, these costs have been incurred for revenue generation to the Company however these developments have not generated any income/ revenue from the date of its capitalization.

Further, no impairment assessments have been conducted to determine the fair value of these developments in accordance with the Ind AS. As a result of these issues, we were unable to obtain sufficient appropriate audit evidence regarding the recoverability of costs incurred. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and the resultant impacts on the financial results.

Board Remarks:

The management acknowledges the auditor's concerns regarding the development costs capitalized, aggregating to Rs. 115.73 Lakhs as on March 31, 2024, disclosed under "Other Non-current Assets." These costs were incurred with the expectation of generating future revenue for the company, although no income has been realized from these developments to date. The company has been strategically investing in these projects, anticipating long-term benefits and market readiness. While formal impairment assessments in accordance with Ind AS were delayed, initial internal evaluations indicated no immediate impairment. We are now conducting comprehensive impairment assessments to accurately determine the fair value and recoverability of these costs. The management is committed to ensuring compliance with accounting standards and will reflect any necessary adjustments in the forthcoming financial statements.

Auditor Remarks:

Advances against expenses and advances for development of Land given during the year aggregating to Rs. 75.33 Lakhs disclosed under the head "Other Current assets", during the course of our audit we did not receive any confirmation and adequate supporting evidences in respect of these advances. These advances lack sufficient evidence of their legitimacy and recoverability. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and the resultant impacts on the financial results.

Board Remarks:

Furthermore, we are taking corrective measures to ensure that all advances are legitimate and recoverable. Should we find any discrepancies, appropriate adjustments will be made in the financial records to reflect the true state of our assets.

Auditor Remarks:

Based on the information and explanation provided to us, during the year ended March 31, 2024, the Company has allotted 3,27,24,687 equity shares under Right Issue at a price of Rs. 15 per share (Including premium of Rs. 5 per share) aggregating to Rs. 4908.70 Lakh. However, as required u/s 62 of the Companies Act, 2013, the Company has not provided the details of utilization of the funds received from the issue as mentioned in the prospectus. Also, the company has not disclosed the utilization of the funds as required in its financial statement. Consequently, were unable to determine whether any adjustments might have been necessary in respect of recorded liabilities and the elements making the financial results.

Board Remarks:

The management is dedicated to ensuring transparency, compliance, and accuracy in financial reporting, taking all necessary steps to rectify this issue and prevent future occurrences.

Auditor Remarks:

Statutory Liabilities in relation to Tax Deducted at Source (TDS) and Tax Collected at Source (TCS) aggregating to Rs. 54.80 lakhs outstanding as on March 31, 2024, these liabilities were pending for payment since March 2022. Further adequate interest on such outstanding neither paid not provided in financials. As a result, and pending litigations, we were unable to determine whether any adjustments might have been necessary in respect of recorded liabilities and the resultant impacts on the financial results.

Board Remarks:

The delay in payments was primarily due to unforeseen financial constraints and administrative challenges, which we are addressing through a phased action plan prioritizing compliance. For the financial year 2023-24, we confirm that TDS has been deposited, except on sales and purchases, pending settlement of disputes between the parties involved. We assure stakeholders that these outstanding liabilities will be duly deposited once the ongoing disputes are resolved.

Auditor Remarks:

Current Tax Liabilities aggregating to Rs. 1142.66 lakhs as on March 31, 2024, the details of income tax provisions are as under:

The Company has not deposited the above amounts to the Income Tax Department. Further interest payable on the above liabilities were not recognized in the financial results. These matters are under litigation with Income Tax Departments and consequently pending litigations, we were unable to determine whether any adjustments might have been necessary in respect of recorded/unrecorded liabilities and the elements making the financial results.

Board Remarks:

In conclusion, while we navigate through the current litigation concerning tax liabilities, we are committed to resolving these matters in a manner that upholds compliance, enhances transparency, and safeguards our financial integrity. Our proactive measures aim to minimize risks and maintain stakeholder trust in our financial reporting and management practices.

Auditor Remarks:

As stated in note 5 to the financial results, Basic and Diluted EPS, the Company has not calculated the diluted EPS giving impact of the right issue and issue of share warrants and as such cannot be commented upon by us;

Board Remarks:

The management acknowledges the auditor's observation concerning the calculation of Basic and Diluted Earnings per Share (EPS) as noted in our financial results' Note 5. Specifically, we recognize the auditor's concern that the diluted EPS, considering the impact of the right issue and issuance of share warrants, was not computed and disclosed as required. We emphasize our commitment to adhering to all regulatory and accounting standards, ensuring comprehensive and accurate financial reporting that meets stakeholder expectations.

c. Cost Auditors: -

The Central Government has not prescribed maintenance of cost record for the business activity in which the Company is engaged; therefore, the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Amendment Rules, 2014 are not applicable to the Company.

d. Secretarial Auditor: -

In terms of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the has appointed, M/s. V Verma and Company, Practicing Company Secretaries, Thane (Membership no. 44643) & (CP No 16887) as a Secretarial Auditors of the Company who conducted the Secretarial Audit for the period 2023-24. There are certain observations and remarks made by Secretarial Auditors of the Company by the Secretarial Auditor in the Secretarial Audit Report. The report of the Secretarial Auditors is enclosed as Annexure to this report.

e. Internal Auditor: -

M/s Sanjay Promod and Associates, Chartered Accountants (Membership Number: 076121) were appointed as Internal Auditor of the Company to conduct Internal Audit of the company for the financial year 2023-24 as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and the reports of the Internal Auditors are reviewed by the Audit Committee from time to time.

The observations and suggestions of the Internal Auditors are reviewed and necessary corrective/preventive actions are taken in consultation with the Audit Committee.

25. REPORTING OF FRAUD BY AUDITORS

During the Financial year 2023-24, the Statutory Auditors has 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 apart from one on January 26, 2024, FIR No. 0036 was filed against the following individuals under various sections of the Indian Penal Code, 1860, for financial misconduct occurring from January 1, 2023, to November 30, 2023:

• Mr. Abhishek Khandelwal

• Mr. Aman Khandelwal

• Ms. Najiya Bano

• Mr. Sharavan Sharma

• Mr. Ankit Sharma

• Mr. Mosin

I. Detailed Overview of the Allegations:

1. Section 420 (Cheating): Mr. Abhishek Khandelwal and Mr. Sharavan Sharma, in their roles as accountants, used

a forged authorization letter, allegedly from the company, to deposit taxes including Income Tax and GST into their personal accounts rather than the company's official accounts. This fraudulent act led to a significant misappropriation of funds intended for company expenses.

2. Section 406 (Criminal Breach of Trust): The accused breached their fiduciary duties by misappropriating company funds. Specifically, ^1,49,00,000 was unlawfully transferred from the chairman's wife's personal account to personal accounts of the accused at Punjab National Bank and HDFC Bank, constituting a criminal breach of trust.

3. Section 467 (Forgery of Valuable Security): The accused engaged in forgery by creating counterfeit income tax challans and falsifying audit statements. These forged documents facilitated the diversion of substantial company funds into personal accounts, primarily benefiting Mr. Abhishek Khandelwal and his associates.

4. Section 468 (Forgery for Purpose of Cheating): The accused fabricated a duplicate company cheque book and manipulated their mobile and email records in banking systems, with the assistance of Mr. Giriraj Sharma. These fraudulent activities were aimed at deceiving financial institutions and executing unauthorized transactions.

5. Section 471 (Using Forged Document as Genuine): Forged documents, including fabricated authorization letters, income tax challans, and signatures on company cheques, were used as genuine. These documents were presented to banks and stakeholders, leading to unauthorized transactions and financial loss.

6. Section 120(B) (Criminal Conspiracy): The accused conspired to commit financial fraud by orchestrating deceit, forgery, and misappropriation. This collective effort led to substantial financial losses and reputational damage to the company.

II. Discovery and Consequences:

The irregularities were discovered when clients reported non-receipt of payments expected from the company. This led to an internal investigation that confirmed patterns of financial misconduct by the accused individuals. The findings revealed unauthorized transfers, forged documents, and substantial misappropriation of funds, significantly affecting the company's operations, financial stability, and reputation.

III. Admission of Guilt and Impact:

Upon being confronted with the evidence, the accused admitted their involvement in the fraudulent activities. They acknowledged the severe impact their actions had on the company, including substantial financial losses and reputational harm. Their admissions led to the immediate filing of FIR No. 0036 under Section 190(1) of the Code of Criminal Procedure, 1973, to seek legal redress.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization.

27. RISK MANAGEMENT

In today's economic environment, Risk Management is a very important part of business. The aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Business Risk Evaluation and Management is an on-going process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the company. Your Company has identified the following risks:

A. Price Risk

Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also, by focusing on new value-added products helps in lowering the impact of price fluctuation in finished goods.

B. Interest Rate Risk

Any increase in interest rate can affect the finance cost. Your Company's dependency on interest bearing debt is reasonably low therefore risk on account of any unforeseen hike in interest rate is very nominal.

C. Human Resource Risk

Your Company's ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

D. Competition Risk

The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands, your Company plans to mitigate the risks so involved.

E. Compliance Risk

Any default can attract penal provisions. Your Company regularly monitors and reviews the changes in regulatory framework through various legal compliance management tools to avoid any such compliance related risk.

F. Industrial Safety, Employee Health and Safety Risk

The industry is labour intensive and is exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

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

The Board of Directors, in its meeting held on June 28, 2024, reviewed and approved a significant transaction impacting the financial position of the Company. Specifically, the Board sanctioned the Scheme of Amalgamation between DEBOCK VENTURES LIMITED (formerly known as Star success Buildcon Private Limited) (the "Transferor Company") and DEBOCK INDUSTRIES LIMITED (formerly known as Debock Sales and Marketing Limited) (the "Transferee Company").

This Scheme encompasses the amalgamation of the Transferor Company with the Transferee Company, including their respective secured and unsecured creditors and shareholders, in accordance with the provisions of Sections 230 to 232 and other applicable sections of the Companies Act, 2013, along with the relevant rules made thereunder. As part of the Scheme of Amalgamation, the shareholders of DEBOCK VENTURES LIMITED will be allotted equity shares of DEBOCK INDUSTRIES LIMITED based on the following Share Exchange Ratio:

"270 (Two Hundred Seventy) equity shares of Debock Industries Limited, each with a face value of INR10, fully paid up, shall be issued to the shareholders of Debock Ventures Limited for every 1 (One) equity share held by them in Debock Ventures Limited, each with a face value of INR 10, fully paid up."

Apart from the above, no other material changes or commitments have occurred between the end of the financial year and the date of this report that would significantly affect the financial position of the Company.

29. 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 are no significant and material order passed by the Regulators/ court that would impact the status of the company and its future operations during the year under review.

However, on 23 August 2024, the Company received a significant interim ex-parte order from the Securities and Exchange Board of India (SEBI), documented under reference WTM/AB/CFID/CFID-SEC4/30708/2024-25, dated August 23, 2024 against (1) Debock Industries Limited (2) Mukesh Manveer Singh (3) Sunil Kalot and (4) Priyanka Sharma.

The order was issued under Sections 11(1), 11(4), and 11B of the Securities and Exchange Board of India Act, 1992, and includes the following directions:

• Restrictions on Key Personnel: Notice 2 is restrained from holding the position of a director or a Key Managerial Personnel in any listed company, other than Debock Industries Limited, or any SEBI-registered intermediary until further orders.

• Trading Restrictions: Noticees 1 to 4 are restrained from buying, selling, or dealing in securities or accessing the capital market, either directly or indirectly, until further orders. Noticees with open positions in exchange-traded derivative contracts as of the date of the order are permitted to close out or square off such positions within three months or at the expiry of such contracts, whichever is earlier. They are also allowed to settle pay-in and pay-out obligations for transactions executed before the close of trading on the date of the order.

• Impounding of Unlawful Gains: An amount of ^89,24,39,132, representing alleged total unlawful gains from the activities of Noticees 2, 3, and 4, has been impounded. Noticees 2, 3, and 4 are directed to credit this amount to an interest-bearing Escrow Account created specifically for this purpose in a nationalized bank within 15 days from the date of service of the order. The Escrow Account will have a lien in favor of SEBI, and funds will not be released without SEBI's permission.

• Repatriation of Rights Issue Funds: Noticees 1 and 2 are directed to return the complete rights issue funds, excluding the amounts directed to be impounded by Notice 4, back to the Company.

• Bank and Depository Restrictions: Banks where Noticees 2, 3, and 4 hold accounts are directed to ensure that no debits are made without SEBI's permission, except for transferring funds to the Escrow Account. Similarly, depositories are instructed not to permit debits from demat accounts without SEBI's permission, although credits may be allowed.

• Asset Disposal Restrictions: Noticees 2, 3, and 4 are prohibited from disposing of or alienating any of their assets, properties, or securities until the unlawful gains are credited to the Escrow Account, except with prior permission from SEBI.

• Inventory of Assets: Noticees 2, 3, and 4 are required to provide a comprehensive inventory of all their movable and immovable assets, including any interests, investments, or charges on such assets, details of all bank accounts, demat accounts, physical shareholdings, mutual fund investments, and substantial or controlling interests in other companies within 15 working days from the date of service of the order.

This interim order is in effect until further notice and reflects SEBI's regulatory actions concerning alleged fraudulent activities. The Board is closely monitoring the situation and will continue to cooperate with SEBI to ensure compliance and address any further requirements or orders. The Company remains committed to maintaining transparency and adhering to all regulatory directives.

30. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

31. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014

During the period under review the company has accepted some unsecured loan from its directors which was not covered under the definition of deposits and the required declaration from the director and relative of director, as

the case may be, duly received by the company that the amount given by them is not acquired by borrowing or accepting loan or deposits from others. The details of monies accepted are as under:

No deposit.

32. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) OF MANAGERIAL PERSON, RULE 2014 OF THE COMPANIES ACT, 2013: -

None of the Employee is in receipt of remuneration in excess of limits prescribed under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, i.e. The Company has not employed any employee for any post that has paid remuneration in excess of Rs.1,02,00,000/- per annum or in excess of Rs.8,50,000/-per month.

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on Arm's Length Basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under. Disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 and its rules in the Annexure to the Directors report.

Related party transactions have been disclosed under significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm's length basis or fair value.

35. ENVIRONMENT AND SAFETY

Your Company is driven by principles of sustainability incorporating environment, employees and society aspects in all our activities. We are focused on employee well-being, developing safe and efficient products, minimizing environmental impact of our operations and products and minimizing the impact of our operations on society. Your Company is conscious of the importance of environmentally clean and safe operations and ensure of all concerned, compliances, environmental regulations and preservation of natural resources.

36. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is applicable on your company for the Financial Year 2023-24. A detailed report on the same is annexed with the board report and marked as "Annexure B".

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

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed

38. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations. The Audit Committee gives valuable suggestions from time to time for improvement of the company's business processes, systems and internal controls. All efforts are being made to make the internal control systems more effective.

39. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the have approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Objective, Role of Committee, Appointment and removal of directors/KMP/ Senior Management, Terms & tenure, Evaluation, Policy for Remuneration to Directors/ KMP/ Senior Management Personnel etc.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure and forms part of this Report.

40. HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

At Debock, we consider our employees as the most valuable resource and ensure strategic alignment of Human Resource practices to business priorities and objectives. Our constant Endeavor is to invest in people and people processes to improve human capital for the organization and service delivery to our customers. Attracting, developing and retaining the right talent will continue to be a key strategic imperative and the organization continues its undivided attention towards that. We would like to take this opportunity to express appreciation for the hard work and commitment of the employees of the Company and look forward to their continued contribution.

Employees' well-being and safety is of paramount importance to us. Creating a safe and healthy work environment is the most material issue in our operations. The focus is to continuously improve our health and safety performance. All our employees are provided with relevant personal protective equipment according to the nature of work handled. They are also imparted relevant training on safety and handling of hazardous materials.

41. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to www.debockgroup.com.

42. INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance sexual harassment at workplace. The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Internal Complaint Committee of the Company has not received any complaint of Sexual Harassment during the financial year under review.

The following is a summary of Sexual Harassment complaints received and disposed off during the year 2023-24: No. of Complaints received: NIL No of complaints disposed of: NIL

43. ANNUAL RETURN

As required under Section 92 (3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return is put up on the Company's website and can be accessed at http://debockgroup.com/Investors.

44. DEMATERIALISATION OF SHARES

As now, your Company is listed from 5th June, 2018, the shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on today, 100% of the share capital stands dematerialized.

45. INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

46. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

47. CAUTIONARY STATEMENT

Statements in this report, describing the Company's objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Other laws & regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

48. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

iii. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

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

v. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

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

ACKNOWLEDGEMENT

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication. The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.