The Board of Directors has the pleasure in presenting the 40^th
Annual Report and Audited Financial Statements for the Financial
Year ended March 31, 2025, together with the Independent
Auditors' Report.

FINANCIAL RESULTS

We are pleased to report that the past year has been one of
remarkable progress and strong financial performance for our
company. In an evolving economic environment, we remained
focused on executing our strategy, investing in innovation, and
delivering consistent value to our customers and shareholders
alike.

Our financial results reflect the strength and resilience of our
business model. Revenues grew by 21% year-over-year, reaching a
record high of Rs. 3,847 Mn, driven by robust demand across our
core markets and continued operational excellence. Net income
increased by 29% to Rs. 537 Mn, and earnings per share rose to Rs.
369.55, underscoring our ability to generate sustainable
profitability.

Summarized financial results for the year are given below.

PERFORMANCE OF THE COMPANY

The growth was supported by key strategic initiatives, including
launch of SIMPSON products for foundry market, new product
launch in Wheel & Air segment of the business, further expansion

in digital transformation, and continued drive for operational
excellence. These efforts have positioned us well for long-term
success and created a strong foundation for future growth.

We also strengthened our balance sheet and maintained a
disciplined approach to capital allocation. Our investments in tech
transfer and enhancing people capabilities through technical and
leadership trainings have not only enhanced our competitive edge
but also demonstrated our commitment to building lasting
shareholder value.

Our key business of automotive business showed a decent revival
during the financial year. The infrastructure industries growth and
investments such as railways, wind energy, steel, ports and airports
added to the new businesses we received during the year.

As a result, we have outpaced the industry growth, and have
gained significant advantage in the Indian industry.

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

Considering the dividend track record of the Company and based
on the Company's performance during the Current Year 2024-25,
the Board of Directors had declared an Interim Dividend of Rs 100/-
per Equity Share (1000%) totaling to Rs.145.42 Million, which was
paid on March 3, 2025. Considering the strong performance and
healthy cash balance in the Current Year, the Directors have
recommended a Final Dividend of Rs. 100/- per Equity Share of Rs.
10 each (i.e., 1000%), amounting to Rs. 145.42 Million, subject to
approval by the shareholders. Total of the interim and final
dividends paid /to be paid by the Company, if the final dividend is
approved by the shareholders, works out to Rs. 290.84 Million at
54% of payout from the profit after tax for the year.

As provided in the Finance Act 2020, from the Financial Year 2020¬
21 and onwards dividend is being taxed in the hands of recipients.
Information about taxation of dividend is included in AGM Notice.

In terms of Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“the Listing
Regulations"), the Dividend Distribution Policy duly approved by
the Board is available on the website of the Company at
https://www.disagroup.com/-/media/files/shared-pdf-downloads/norican-
corporate/disa-india-financials/3dividenddistributionpolicyjan2022.pdf

Your Board has adhered to this Policy while considering the
Dividend.

RESERVE

The Company has not proposed to transfer any amount to the
general reserve.

SHARE CAPITAL

The Authorized Equity Share Capital of your Company is Rs. 50
Million. The Issued, Subscribed and Paid-up Equity Share Capital of

your Company as on March 31, 2025 stood at Rs. 14.5 Million.

During the year under review, your Company has not issued any
shares with differential voting rights nor granted Stock Options or
Sweat Equity. The Company has also not bought back any of its
shares during the year under review. As on March 31, 2025, no
Directors held shares or convertible instruments of the Company
except the Managing Director who held 1 (one) Equity Share of the
Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ECONOMIC SCENARIO AND OUTLOOK

We are operating in an environment marked by significant global
uncertainty. In this context, we offer our assessment of the current
business landscape and its potential implications.

Domestic Outlook

India's macroeconomic fundamentals remain robust, with no major
shifts compared to the previous year. The Reserve Bank of India
(RBI) has taken proactive policy measures to ensure liquidity and
support economic stability amid global turbulence. Domestically,
demand remains steady, particularly in key sectors such as
automotive and infrastructure. These sectors continue to drive the
India growth story, and our company's strong presence in both
provides a degree of resilience against global headwinds.

Global Challenges

The global environment remains volatile, shaped by prolonged
geopolitical conflicts, including trade wars and physical wars, that
have persisted for over three years. This level of uncertainty has
not been witnessed in recent decades, excluding the COVID-19
years. The unpredictable actions of major economies continue to
cloud visibility and impact global trade flows. While our direct
exposure to the most affected regions is limited, we are not
entirely insulated from the broader implications of these
developments.

Exports are expected to face significant challenges in the near
term. Although our current exposure to the U.S. market is limited,
the evolving trade dynamics and policy shifts could pose hurdles to
our future export growth plans. The foundry industry in India has
approximately 10-15% of its business linked to exports, and the
ultimate outcome will hinge on the resolution or escalation of
ongoing trade negotiations and geopolitical tensions.

Impact of Geopolitical Tensions

Continued conflicts in Europe and the Middle East, combined with
a broader global economic slowdown, are affecting large
economies and international markets. While our company has no
direct business exposure to conflict zones or to markets under
sanctions such as Russia or Belarus. We are closely monitoring the
situation to mitigate any indirect impact.

Company Outlook

Despite the global challenges, we are cautiously optimistic. The
demand from the domestic automotive and infrastructure sectors
remain stable and is expected to continue into the new financial

year. We are mindful of headwinds such as capacity
underutilization and tight liquidity in the capital goods sector, both
of which are being monitored closely. Nevertheless, we are well-
positioned to respond with agility.

To counterbalance the uncertainty, we continue to explore new
markets and diversify our revenue streams. Our initiatives,
including the expansion into newer geographies, application-
driven product development, and the adoption of digital solutions
through the Norican Group are aligned with our long-term
strategic goals.

We remain vigilant and flexible, ready to take timely actions as the
external environment evolves.

INDUSTRY OUTLOOK AND OPPORTUNITIES

The foundry industry is currently in an exciting phase of
development, fueled by new investments from both global and
local players. A noteworthy trend is the entry of large forging
groups into the sector, acquiring foundries and expressing strong
ambitions to establish a significant presence in the industry. At the
same time, product quality demands are increasing, driven by
Indian companies' aspirations to expand their export footprints
and compete globally.

The overall outlook for the foundry industry remains positive and
growth oriented. The introduction of new U.S. tariffs may further
boost the industry by providing Indian foundries a competitive
edge over neighbouring Asian countries.

End-use industries such as automotive, agriculture, infrastructure,
railways, and general engineering are already showing growth
signs. India currently produces approximately 13 million tonnes of
castings annually, making it the second-largest producer globally
behind China and ahead of the United States. In the short term,
demand is expected to remain steady, with a projected annual
growth rate of 4-5%.

Sector Trends and Opportunities

The automotive sector continues to be the largest consumer of
castings. In FY 2024-25, the automotive industry grew at a
moderate rate of around 4% across all segments. Government-led
infrastructure investments also present significant growth
opportunities for our company. Furthermore, a noticeable shift in
production from China to India, driven by the global "China 1"
strategy, has been undertaken by several multinational
corporations, further enhancing India's attractiveness as a
manufacturing hub.

Competitive Landscape

As the industry becomes more attractive, competition is
intensifying. Chinese players are actively exploring the Indian
market in both the foundry and shot blasting machinery segments.
DISA India is proactively addressing these challenges by enhancing
customer engagement in both the OEM and aftermarket sectors.

Industry Challenges

Despite the positive outlook, the foundry industry faces several

challenges. These include the need for cleaner and sustainable
technologies, difficulty in attracting skilled labour willing to work in
demanding environments, attrition, and the high gestation period
required for greenfield projects to yield returns.

DISA India's Strategic Position

DISA India has consistently demonstrated a deep understanding of
the market environment and continues to take strategic actions to
stay ahead of the competition. The company is introducing
innovative technologies and new machines tailored to the Indian
market.

Our group company, Norican, remains a strong partner, reaffirming
its commitment through significant investments. A new facility
near our existing plant in Tumkur is under development, aimed at
increasing capacity and serving global demand for Norican
technologies. R&D capabilities have also been expanded through
DISA Technologies, with a 30% increase in engineering workforce in
recent years. Our engineers have been trained at global technology
centers across Europe and the U.S.

“Exceeding Customer Expectations" continues to be our driving
principle. Our “Full Foundry" concept has been strengthened
further through the introduction of Simpson and digital solutions
such as Monetizer.

Customer-Centric Service Model

We are now in the sixth year of our unique customer engagement
model based on long-term service contracts in the aftermarket
business. This model has successfully enhanced customer
productivity, reduced downtime, and lowered casting costs. Our
robust distributor network ensures timely parts availability and
responsive support. This gives us an unmatched supply chain
advantage in the Indian foundry sector.

Outlook for FY 2025-26

India's GDP growth for FY 2025-26 is projected to be between
6.3% and 6.5%, slightly below the previous year but still indicative
of a strong and expanding market. This reinforces our confidence

and commitment to our business, customers, employees, and
shareholders.

Given the evolving global scenario, agile and strategic responses
are essential. DISA India, with its solid foundation and forward¬
looking strategies, is well-positioned to lead the Indian foundry
industry and expand its influence across the global market.

The Index of Industrial Production (IIP) and Purchasing Managers'
Index (PMI) have historically been good indicators for business
sentiments in capital goods order intake. Movements in IIP and PMI
have been explained in the following charts.

KEY RATIOS

As required by the Listing Regulations, the Company is required to furnish the details of significant changes (i.e., change of 25% or more as
compared to the immediate previous Financial Year) in key financial ratios, along with detailed explanations for the changes.

The Company has identified the following ratios as Key financial ratios:

During the year, there were favorable changes in the above ratios. The increase in profit margin was driven by an increase in volume of OEM
sales. Increase in Debtors turnover ratio is indicative of the high Sales and robust collection.

The details of return on net worth at standalone and consolidated levels are given below:

Return on net worth is computed by dividing the net profit by year end net worth. Increase in Net profit during the year has increased the
return on Net worth.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to comply with Corporate Social
Responsibility (CSR) as a good corporate citizen. The Directors are
pleased to report that your Company is pursuing its efforts to
support the community circles in which it operates. The Company's
CSR program titled “NORICAN Scholarship" has helped in providing
financial assistance to less privileged students up to standard
twelve as well to students seeking diplomas in Engineering.

“NORICAN Scholarship" program has made scholarships available
to students in eight educational institutions in the neighbourhood
of your Company's plant. During the Financial Year, scholarships
were provided to 558 needy students. Directors have the pleasure
to report that your Company has provided scholarships to 4387,
students since inception. In addition, your Company has invested in
infrastructure development for the schools to provide drinking
water, teaching aids and sanitation. Your Company has also
extended scholarships to 50 meritorious Engineering students
through an NGO 'Foundation for Excellence India Trust' and since
inception 592 students have been given the scholarships.

The Company has partnered with National Institute of Advanced
Manufacturing Technology (NIAMT) [Formerly National Institute of
Foundry and Forge Technology (NIFFT)], Ranchi and put in place a
scholarship in the name of “Jan Johansen DISAMATIC Scholarship"
to provide scholarship to 10 top meritorious students to create
future foundry men. During the year, the Company has spent Rs.
0.75 Million towards this scholarship.

The Company has partnered with the That's Eco Foundation
(Registered Trust), Bangalore for plantation of 2000 saplings
during the year. Focus is on forest and sustainable greening using
the options such as wetland, Miyawaki forest (technique pioneered
by Japanese botanist Akira Miyawaki, which helps in growing
dense, native forests), traditional forest, grassland ecology for
plantation.

The Company's policy on Corporate Social Responsibility and
Corporate Social Responsibility projects pursued by the Company
are available on the website of the Company at

https://www.disagroup.com/7media/files/shared-pdf-downloads/norican-

corporate/disa-india-financials/csr_policv_2023Qii7_final.pdf

The composition of CSR Committee, details of the amounts spent
during the current Financial Year and the manner in which the same
was spent are provided in Annexure - A.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee
comprising four Directors, Managing Director and the Chief
Financial Officer. The Committee was reconstituted on February 5,
2025 and March 28, 2025. The details pertaining to the
reconstitution of the Committee is provided in the Corporate
Governance report. The Committee met two times during the year.
This Committee shoulders the responsibility of monitoring and
reviewing the risk management plan and periodical review of the
Risk Management Policy and appraise the Board about risk
assessment and mitigation procedure. It also undertakes to ensure
that Executive Management controls risks by means of properly
designed risk management framework.

All the insurable assets of the Company are deemed to have been
adequately insured.

Risk Management Policy is hosted on the Company's website at
https://www.disagroup.com/7media/files/shared-pdf-downloads/norican-
corporate/disa-india-financials/4riskmanagementpolicyjan2022.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a Whistle Blower Policy for vigil
mechanism which is available in the website of the Company at
https://www.disagroup.com/7media/files/shared-pdf-downloads/norican-
corporate/disa-india-financials/2whistleblowerpolicyian2022.pdf
Complaints raised, if any, are dealt with as per this policy. No
complaints have been received during the year 2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year, the Board has appointed Ms. Malvieka Joshi (DIN:
03393195), Mr. Ranjan Sen (DIN: 06872411) and Ms. Vidya
Viswanathan (DIN: 06978067) as Additional Directors in the
capacity of Independent Directors of the Company. Ms. Deepa
Agar Hingorani (DIN: 00206310) ceased to the Chairperson and
Independent Director of the Company at the close of business
hours on February 11, 2025 upon completion of her tenure.
Thereafter, the Board based on the recommendation of the
Nomination and Remuneration Committee appointed Ms. Deepa
Agar Hingorani (DIN: 00206310) as the Non-Executive Non-

Independent Director and Chairperson of the Company with effect
from March 28, 2025. Requisite approvals from the Members for
aforementioned appointments as per the Listing Regulations were
obtained vide postal ballot notice dated March 28, 2025 on May 2,
2025.

Mr. Micheal Declan Guerin (DIN: 09055549) resigned from the
position of Non-Executive Director with effect from the close of
business hours on February 5, 2025.

None of the Directors is disqualified from being appointed as such
under the provision of Section 164 of the Companies Act, 2013.

In terms of the provisions of the Companies Act, 2013, and the
Articles of Association of the Company, Mr. Anders Wilhjelm (DIN:
08507772), retires at the forthcoming Annual General Meeting and
being eligible, offers himself for re-appointment.

The Independent Directors, including those appointed during the
year, have maintained the highest standards of integrity in their
dealings with the Company. They also possess the requisite
expertise and experience (including Proficiency) necessary for
acting as Independent Directors of the Company. Annual
Declarations received for the year 2024-25 contain affirmations
regarding registrations in the data bank.

The Company has three Key Managerial Persons (KMP), Mr. Lokesh
Saxena, Managing Director, Ms. Vidya Jayant, Chief Financial
Officer and Ms. Shrithee M S, Company Secretary & Compliance
Officer. Mr. Amar Nath Mohanty, Chief Financial Officer retired
from the services of the Company at the close of business hours on
April 22, 2024 and Ms. Vidya Jayant was appointed as the Chief
Financial Officer effective from April 23, 2024. Ms. Shrithee M S,
Company Secretary & Compliance Officer resigned from the office
at close of business hours on April 29, 2024 and was again
appointed as the Company Secretary & Compliance Officer
effective from May 23, 2024.

The Remuneration Policy of the Company for appointment and
remuneration of the Directors, Key Managerial Personnel and
Senior Executives of the Company and other related information
have been provided in the Corporate Governance Report which
forms part of this report.

Policy on appointment and remuneration of Directors and KMPs is
available in the website of the Company at

https://www.disagroup.com/-/media/files/shared-pdf-downloads/norican-
corporate/disa-india-financials/remuneration-policy-final-05032 5.pdf

INDEPENDENT DIRECTORS

Declarations under Section 149(7) of the Companies Act, 2013 have
been received from all the Independent Directors of the Company
confirming that they meet the criteria of independence as provided
in Sub-Section 6 of Section 149 of the Companies Act, 2013 and as
per the Listing Regulations.

The Board has evaluated the Independent Directors and confirms
that they have fulfilled the independence criteria as specified in the
Listing Regulations and their independence from the management.
Further, in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014, as amended, Independent Directors of the Company have
included their names in the data bank of Independent Directors
and complied with the requirements of passing proficiency test, as
applicable.

Details on terms of appointment of Independent Directors and the
familiarization program have been displayed on website of the
Company at https://www.disagroup.com/-/media/files/shared-pdf-
downloads/norican-corporate/disa-india-financials/familiarisation-
program-for-independent-directors--15042025.pdf

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year, six (6) Meetings of the Board of Directors
were held, as per the Companies Act, 2013 and the Listing
Regulations. The details of the Meetings are furnished in the
Corporate Governance Report.

The Meetings of the Board are held at regular intervals with a time
gap of not more than 120 days between two consecutive Meetings.
The Agenda of the Meetings were circulated to Directors in
advance. Minutes of the Meetings of the Board of Directors were
circulated amongst the Directors for their perusal.

BOARD EVALUATION

Pursuant to the requirements of the Companies Act, 2013 and the
Listing Regulations, the Board of Directors has carried out an
annual evaluation of its own performance, its Committees and of
individual Directors.

Further, the Independent Directors, at their exclusive Meeting held
on February 5, 2025, reviewed the performance of the Board, its
Chairman and Non-Independent Directors and other items as
stipulated under the Listing Regulations. The Independent
Directors have also declared their independence. The Nomination
and Remuneration Committee has reviewed the existing criteria for
evaluation of performance of the Independent Directors and the
Board and reviewed the existing policy of remuneration of
Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, the Board hereby submits its responsibility
Statement: -

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

b) the Directors 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 at
the end of the Financial Year and of the profit and loss of
the Company for that year;

c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going
concern basis;

e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating
effectively.

INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System, commensurate with
the size, scale and complexity of its operations. Internal Controls in
the Company have been designed to further the interest of all its
stakeholders by providing an environment which is facilitative to
conduct its operations and to take care of, inter alia, financial and
operational risks with emphasis on integrity and ethics as a part of
work culture.

The scope and authority of the Internal Audit (IA) is defined every
year by the Audit Committee. To maintain its objectivity and
independence, the Internal Auditors report to Chairman of the
Audit Committee and the Board. The Internal Auditors monitor and
evaluate the efficacy and adequacy of internal control system in
the Company and its compliance with accounting procedures,
financial reporting and policies at all locations of the Company.
Based on the report of internal audit, process owners undertake
corrective action in their respective areas and thereby strengthen
the controls. Any significant audit observations and corrective
actions thereon are presented to the Audit Committee and the
Board. No major internal control weakness was identified during
the year. The Company also has a well-functioning Whistle Blower
Policy in place.

The Board has appointed Protiviti India Member Private Limited to
continue as the Internal Auditors of your Company for the Financial
Year 2025-26.

DEPOSITS

Your Company has neither accepted nor renewed any Deposits
from the public within the meaning of the Companies Act, 2013,
and hence, no amount of principal or interest was outstanding on

the date of the Balance Sheet and also on the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

Your Company has one Wholly Owned Subsidiary “Bhadra Castalloy
Private Limited".

The Audited Financial Results of the Wholly Owned Subsidiary for
the Financial Year ended March 31, 2025, are consolidated with the
Financial Results of the Company for the Financial Year. Revenue
from operations and net loss of the Subsidiary Company were Rs.
92.3 Million and Rs. 33.2 Million respectively.

Consolidated Revenue from Operations of the Company for the
year was Rs. 3,903.4 Million as against Rs. 3,285.5 Million in the
previous year, with an increase of 18.8%.

The operations of the Subsidiary were closed from February 28,
2025 as its business was no longer in alignment with the core
business of the Group company operations. Intimation to Stock
Exchange was also made in regard to the same.

A statement relating to Subsidiary Company in Annexure-B in
Form AOC-1 is part of this report.

Your Company did not have any Joint Venture or Associate
Company at the end of the Financial Year.

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered into, during the
Financial Year were in the ordinary course of business, on arm's
length basis and were as per prior omnibus approvals of the Audit
Committee; where needed. The Company has obtained post facto
approvals of the Audit Committee. There are no materially
significant Related Party Transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the
interest of the Company at large.

All the Related Party Transactions were placed before the Audit
Committee as well as the Board for approval. Prior omnibus
approval of the Audit Committee was obtained on an yearly basis
for the transactions which are of a foreseen and repetitive nature.
The transactions entered into pursuant to the omnibus approval so
granted are reviewed and a statement giving details of all Related
Party Transactions is placed before the Audit Committee and the
Board of Directors for their noting/approval on quarterly basis. The
details of all Related Party Transactions are disclosed in the SI. No.
39 of the Notes forming part of the Financial Statements.

None of the Directors has any pecuniary relationships or
transactions vis-a-vis the Company.

Form for disclosure of particulars of contracts/arrangements
entered into by the Company with related parties are given in
Annexure - C in Form AOC-2 is part of this report.

The Policy on Related Party Transactions as approved by the Board
is uploaded on the Company's website and the details of all the
Related Party Transactions are disclosed in the financials. The
Policy is available on the website of the Company at
https://www.disagroup.com/-/media/files/shared-pdf-downloads/norican-
corporate/disa-india-financials/related-party-transaction/related-party-
transactions-policv-final-05Q225.pdf

GROUP COMPANIES

Persons constituting Group coming within the definition of
“Group" as defined in the Competition Act, 2002 includes the
following:

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END
OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments between the
end of the Financial Year and the date of the report, which affects
the financial position of the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN, OR SECURITY PROVIDED BY THE
COMPANY

Your Company had made an investment of Rs. 44 Mn in the Equity
Share Capital of its Wholly Owned Subsidiary Company, Bhadra
Castalloy Private Limited during the year 2015-16. It had extended
interest-bearing intercompany demand loan of Rs. 26 Mn in the
year 2016-17 for the purpose of financing the purchase
considerations paid for acquisition of the foundry by the Subsidiary
of which Rs. 8.5 Mn has been repaid in the year 2022-23 and the
remaining Rs. 17.5 Mn has been repaid in the year 2024-25. The
above Investment in equity, loan extended and guarantees given
are well within the limits prescribed under the provisions of Section
186 of the Companies Act, 2013.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014 Messrs.
S.R. Batliboi & Associates LLP, Chartered Accountants (Firm
Registration No. 101049W/E300004) were appointed as Statutory
Auditors of the Company for a term of 5 years, to hold office from
the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM.

During the year, the Statutory Auditors have confirmed that they
satisfy the independence criteria as per Companies Act, 2013 and
Code of ethics issued by the Institute of Chartered Accountants of
India.

COST AUDITORS

The Cost accounts and records as required to be maintained under
Section 148 (1) of the Act are duly made and maintained by the
Company.

Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the
cost records maintained by the Company in respect of its activity
are required to be audited. Your Board has, in its Meeting held on
May 23, 2024, based on the recommendation of the Audit
Committee, appointed Messrs. Rao, Murthy & Associates,
Bengaluru as Cost Auditors of the Company for the Financial Year
ended March 31, 2025.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act,
2013, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company had appointed
Mr. Vijayakrishna KT, Practising Company Secretary to undertake

the Secretarial Audit of the Company for the Financial Year ended
March 31, 2025. The Report of the Secretarial Auditor is annexed in
Annexure - D.

Further, Pursuant to the amended provisions of Regulation 24A of
the SEBI Listing Regulations and Section 204 of the Act, read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee and the
Board of Directors have approved the appointment and
remuneration of Messrs. GDR & Partners LLP, Company Secretaries
(ICSI Firm Regn. No.:L2024KR016500) (Peer review Certificate No.
6014/2024), as the Secretarial Auditors of the Company for a term
of five (5) consecutive years, effective from April 1, 2025 till March
31, 2030. The Board has recommended his appointment for
approval of the Members at the ensuing Annual General Meeting
(AGM).

A brief profile and other relevant details of Messrs. GDR & Partners
LLP, Company Secretaries are provided in the Notice convening the
ensuing AGM.

Messrs. GDR & Partners LLP, Company Secretaries have consented
to act as the Secretarial Auditor of the Company and confirmed
that his appointment, if approved, would be within the limits
prescribed under the Companies Act, 2013 and the Listing
Regulations.

EXPLANATION BY BOARD ON ADVERSE COMMENTS BY
AUDITORS

There were no adverse comments by the Auditors of the Company
and hence, no explanations are provided.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditor, Cost Auditor
and Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees to the
Audit Committee and / or Board under section 143(12) of the Act.

CORPORATE GOVERNANCE

As required under Regulation 34 (3) read with Schedule V (C) of the
Listing Regulations, a report on Corporate Governance and the
certificate as required under Schedule V (E) of the Listing
Regulations from Mr. Vijayakrishna KT, Practising Company
Secretary, regarding compliance of conditions of Corporate
Governance are given in Annexure - E and Annexure - F
respectively, forming part of this report.

As required by SEBI (LODR)(Amendment) Regulations, 2018,
'Annual Secretarial Compliance Report' issued by Mr. Vijayakrishna
KT, Practising Company Secretary for the Financial Year ended
March 31, 2025 will be filed with BSE within the due date of May 30,
2025.

Further, in compliance with the Listing Regulations, your Board has
adhered to the Corporate Governance Code. All the requisite
Committees are functioning in line with the guidelines.

As reported earlier, a reputed firm of independent Chartered
Accountants has been carrying out the responsibilities of Internal
Audit of the Company and periodically reporting their findings on
systems, procedures and management practices.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The 'Business Responsibility and Sustainability Report' (BRSR) of
your Company for the Financial Year ended March 31, 2025 as given
in Annexure - G forms part of this Annual Report as required under
Regulation 34(2)^) of the Listing Regulations.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/
INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive, which have
helped your Company to achieve production targets. The Company
has a three-year long-term agreement with the workmen effective
from October 01, 2021 to September 30, 2024. The revised charter
of demands given by the union is under negotiation and pending
for finalization for the period effective from October 1, 2024 to
September 30, 2027.

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

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is attached as Annexure - H
which forms part of this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and the
Companies (Management and Administration) Rules, 2014, a copy
of the annual return is placed on the website of the Company at
https://www.disagroup.com/en-in/investor-relations/financials/extract-
of-annual-return

MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR
TRIBUNALS IMPACTING GOING CONCERN STATUS OF THE
COMPANY

There were no orders passed by any Court or Regulator or Tribunal
during the year under review which impacts the going concern
status of the Company.

REMUNERATION POLICY

The Nomination and Remuneration Policy, inter-alia, provides for
criteria and qualifications for appointment of Director, Key
Managerial Personnel and Senior Management, Board diversity,
remuneration to Directors, Key Managerial Personnel, etc. The
Policy can be accessed at the following link:

https://www.disagroup.com/-/media/files/shared-pdf-downloads/norican-

corporate/disa-india-financials/remuneration-policv-final-05Q325.pdf

PARTICULARS OF EMPLOYEES

Disclosures pertaining to the remuneration of employees and other
details as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in
a separate Annexure - I forming part of this report. Further, the
report and the accounts are being sent to the Members excluding
the particulars of top ten employees. In terms of Section 136 of the
Companies Act, 2013 particulars of top ten employees is open for
electronic inspection at the Registered Office of the Company. Any
Member interested in obtaining a copy of the same may write to
the Company Secretary.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has in place a Gender-Neutral Policy on Zero
Tolerance towards Sexual Harassment at Workplace 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 up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy.

The following is a summary of sexual harassment complaints
received and disposed off during the Financial Year 2024-25.

OTHER DISCLOSURES

a) Your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India during the year.

b) During the financial year, neither any application nor any
proceeding is initiated against the Company under the
Insolvency and Bankruptcy Code, 2016.

c) The Company has not made any one-time settlement for
loans taken from the Banks or Financial Institutions.

ACKNOWLEDGEMENT

Your Directors place on record the appreciation for valuable
contribution made by employees at all levels, active support and
encouragement received from the Government of India, the
Government of Karnataka, Company's Bankers, Customers,
Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the
Shareholders and gratefully acknowledge with a firm belief that
the support and trust will continue in the future also.

For and on behalf of the Board of Directors
Deepa Hingorani

Date: May 21, 2025

Chairperson

^{Place: Singapore} di N: 0 0206310