To, The Members,

Dhyaani Tile and Marblez Limited,

Ahmedabad.

Your Directors have pleasure in presenting the 8^th Annual Report of the Company with the audited statements of accounts for the year ended 31^st March, 2022.

1 FINANCIAL RESULTS:

( Rs.In Lakhs)

2 STATE THE COMPANY'S AFFAIRS AND OPERATIONS:

Company is engaged in the business of trading of vitrified tiles used primarily for flooring solutions. During the year, your Company had a turnover and earned other income in tune of 2180.21 lakhs as compare to the total revenue of 1,511.33 lakhs recorded for the previous year and the net profit before tax for the current year is 103.42 lakhs compared to profit of 36.53 lakhs as recorded in the previous year.

3 FINANCIAL STATEMENT:

With reference to the MCA Circular dated May 05, 2022 and SEBI Circular Number SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, the hard copy of annual report containing financial statements for the FY 2021-22 and other salient features of all the documents prescribed in Section 136 of the Companies Act, 2013 are not being sent to the shareholders who have not registered their email addresses and the same will be sent to those shareholders who request for the same.

Full version of the Annual Report 2021-22 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors' Report (including Management Discussion & Analysis) is being sent via email to all shareholders who have provided their email address(es).

Full version of Financial Report 2021-22 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual general meeting (AGM).It is also available at the Company`s website (i.e. www.dhyaaniinc.com)

4 CHANGE IN NATURE OF BUSINESS:

During the year under Report, there was no change in the nature of business of the Company.

5 TRANSFER TO RESERVES:

The Board of Directors has carried profit of Rs.76.92 lakhs to reserve account.

6 DIVIDEND:

Your Directors feel it prudent to plough back the profit in the interest of the growth of the Company. Keeping in view the requirement of the funds in future, your Directors have not recommended any dividend for the year ended 31st March, 2022.

7 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no dividend declared in the previous year and hence no amount required to transfer to Investor Education and Protection Fund.

8 FIXED DEPOSITS:

The Company neither has accepted nor invited any deposit from the public, within the meaning of section 73 of the Companies, Act, 2013 and the Rules made thereunder.

9 SHARE CAPITAL:

THE AUTHORIZED SHARE CAPITAL:

During the Year the Authorised Share Capital of the Company has been increased to Rs.1,60,00,000 (Ruppes One Crore Sixty Lakhs) divided into 16,00,000 (Sixteen Lakhs) Equity Shares of Rs. 10 (Ten) from Rs. 5,00,000 (Rupees Five Lakhs) divided into 50,000 (Fifty Thousand) Equity share of Rs.10 (Ten) each through resolution passed in Extra Ordinary General Meeting of the Company held on August 12, 2021.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

As on March 31, 2021, the paid-up Equity Share Capital of the company was 5,00,000 divided into 50,000 Equity Shares of face value of 10/- each.

The Company has allotted 80,000 Equity Shares of face value of Rs. 10/- each for cash at a price of Rs. 95/- (Rupees Ninety Five only) per share, including of premium of Rs. 85/- (Rupees Eighty Five Only) per share for a total consideration of up to Rs. 76,00,000/- (Rupees Seventy Six Lakh Only) to Mr. Chintan Nayanbhai Rajyaguru during the year under the Private Placement basis by the existing Shareholders of the Company after taking shareholder's approval in the Extra-Ordinary General Meeting held on September 07, 2021.

The Company has allotted 9,10,000 Equity Shares of Rs. 10 each during the year under review as Bonus share in the ratio of 7 equity shares of Rs. 10 each for every 1 Equity shares of Rs. 10 each held by the existing Shareholders of the Company after taking shareholder's approval in the Extra-Ordinary General Meeting held on January 06, 2022.

Therefore, as on March 31, 2022 the Paid-up Equity Shares of the Company was Rs.1,52,00,000 (One Crores Fifty Two Lakhs) divided into 15,20,000 (Fifteen Lakhs Twenty Thousand) of Rs.10 (Ten) each.

As on March 31, 2022 the Company has not issued any convertible instruments.

10. LISTING ON BSE SME PLATFORM:

We are pleased to inform you that the Company has made an Initial Public Offer of 4,80,000 Equity Shares of Rs. 10/- each for a consideration of Rs. 51/- per Equity Shares including a share premium of Rs. 41/- per equity Shares vide prospectus dated March 25, 2022. The Company has successfully completed the Initial Public Offer (IPO) pursuant to the applicable SEBI Rules and Regulations. The issue opening date was 31st March, 2022 and the issue closing date was 04th April, 2022. The IPO of the Company received great response from the public and the issue was oversubscribed.

The Company got listed with the SME Platform of BSE Limited on 12th April, 2022. The Equity Shares of the Company as Listed on SME Platform for BSE Limited are on regular and continuous trading.

11. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

The Company got listed with the SME Platform of BSE Limited on 12th April, 2022. The Equity Shares of the Company as Listed on SME Platform for BSE Limited are on regular and continuous trading.

12. CHANGE OF NAME OF THE COMPANY:

During the year the name of the Company has been changed to “DHYAANI TILE AND MARBLEZ PRIVATE LIMITED” from “DHYANI ENTERPRISE PRIVATE LIMITED”.

13. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT

VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no holding, subsidiaries, joint ventures or associate company of the Company. During the financial year ended on 31st March, 2022, the performance and financial position of subsidiaries, associates and joint ventures as per rule 8(1) of the Companies (Accounts) Rules, 2014 is not applicable.

14. DEMATERIALIZATION OF COMPANY'S SHARES:

Your company has provided the facility to its shareholders for dematerialization of their shareholding by entering into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The ISIN number allotted to the company is INE0K5F01014.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive, non-executive and independent Directors including one woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

• Composition of Board/KMP as on 31.03.2022:

All the Directors of the Company have confirmed that they have not disqualified from being appointed a director in terms of section 164 of the Companies Act, 2013

16. EXTRACT OF ANNUAL RETURN:

The Companies (Management and Administration) Amendment Rules, 2020 has done away the requirement of attaching extract of Annual Return in Form MGT-9 to Board's Report. The annual return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.dhyaaniinc.com.

17. SUBSIDIARY, JOINT VENTYRE AND ASSOCIATE COMPANY

The company does not have and subsidiary, holding or Associate Company. The Company has not come into Joint Venture with any other organization.

18. MEETINGS OF BOARD:

Twelve (12) Board Meetings were held, during the financial year 2020-21, details of Board Meeting are as under:

All the meetings of Board of Directors of the Company are scheduled well in advance and the Board meets at least once in a quarter to review the quarterly performance and the financial results. Agenda of the meeting were prepared and all necessary papers were circulated to Members of the Board in advance. All Members of the Board have access to all information of the Company and are free to recommend inclusion of any matter in the Agenda for discussions.

19. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors based on inputs from the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. Also, the Chairman was also evaluated on the key aspects of his role.

In the separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committee and individual director was also discussed.

20. COMMITTEES OF BOARD:

A. AUDIT COMMITTEE:

The Board of Directors has constituted Audit Committee comprising of three directors including two Independent Director and all having financial literacy. The committee was constituted on 13.01.2021 with the following members on the committee:

The committee was reconstituted as on 08.06.2022, due to resignation of members of Board of Director. Re constituted committee members as follow:

The Functioning and terms of reference of the Audit Committee the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 177 and all other applicable provisions of the Companies Act, 2013.

B. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors has constituted Nomination and Remuneration Committee comprising of three directors including two Independent Director and one Non-executive director and all having financial literacy.

The committee was constituted on 13.01.2021 with the following members on the committee:

The committee was reconstituted as on 08.06.2022, due to resignation of members of Board of Director. Re constituted committee members as follow:

The Functioning and terms of reference of the Nomination and Remuneration Committee the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 178 and all other applicable provisions of the Companies Act, 2013.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.dhyaaniinc.com/Home/policies_and_programs

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors has constituted Stakeholder Relationship Committee comprising of three directors including two Independent Director and all directors having financial literacy.

The committee was constituted on 13.01.2021 with the following members on the committee:

The committee was reconstituted as on 08.06.2022, due to resignation of members of Board of Director. Re constituted committee members as follow:

21. MANAGERIAL REMUNERATION

As the Company is listed on the Stock Exchange on 12.04.2022, therefore particulars as required under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2021-22 are not applicable to the Company.

22. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director. The policy is attached as Annexure-I to the report.

The policy is also uploaded on the Company's website at www.dhyaaniinc.com.

23. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature & size of business of the Company

24. DECLARATION BY INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate Company.

(4) Who are or were not related to promoters or Directors in the company, its holding, subsidiary or associate Company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial Year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lacs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which I\he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, Directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

25. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2021-22, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31^st March 2022, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

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 profit and loss account of the Company for that period;

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

d) The Directors have prepared the annual accounts on a going concern basis; and

e) The Directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

26. DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1)

In compliance with Section 178 (1) of the Companies Act, 2013 the Board of Directors do hereby declare that:

a. The Company has proper constitution of the Board of Directors including Independent Directors.

b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of provisions of the Companies Act 2013.

c. The Company has the policy for selection and appointment of independent Directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties.

d. Company pays managerial remuneration to its Managing/Whole Time Director.

e. The Independent Directors are not paid sitting fee for attending Board and other committee meetings held by the Board from time to time.

f. The Company is not paying any commission on net profits to any directors.

27. STATUTORY AUDITORS:

M/s. J Singh & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company for period of Five years from the conclusion of the 6^th Annual General Meeting till the conclusion of the 11^th Annual general Meeting of the Company.

The Report given by the Statutory Auditors on the financial statement for the financial year ending on 31^st March, 2022 of the Company is part of this Report. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, if any, and needs no further explanation.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE

REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

29. SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014, the Board of Directors appointed CS Kunal Bajaj, proprietor of Kunal Bajaj & Associates, (Membership No. 11398, CP No. 16849) to conduct Secretarial Audit of the Company for Financial Year 2020-21. The Report of the Secretarial Audit Report is set out in an annexure as to this report.

With regard to observations of the Secretarial Auditor for non-compliances of various provisions of the Companies Act, 2013 and Listing Regulation, it is stated that the Company is not having major operations and the management of the Company is striving hard to operative effectively and taking steps to make necessary compliances under the Companies Act, 2013 and Listing Regulation.

In connection, with the auditors' observation in the Secretarial Audit Report, the explanation / clarifications of the Board of Directors are as under:

30. DISCLOSURE WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

Under Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. The Company does not fall under Maintenance and audit of cost records and accordingly maintenance cost records and audit provisions are not applicable to the Company.

31. DISCLOSURE ON FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

There were no offences involving an instance of fraud reported by the Auditors of the Company under sub-section (12) of Section 143 of the Act other than those which are reportable to the Central Government for the year ended March 31, 2019.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loan, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

33. RELATED PARTY TRANSACTIONS:

All the transactions entered into with related parties as defined under the Companies Act, 2013 and the Listing Regulation, if any, during the year were on an arm's length price basis and in the ordinary course of business. Such transactions have been approved by the Audit Committee. The Board of Directors of the Company has formulated the Policy on Related Party Transactions. During the Financial Year 2021-22, the Company did not have any material pecuniary relationship or transactions with Non-Executive Directors. In the preparation of financial statements, the Company has followed the Accounting Standards. The significant accounting policies which are applied have been set out in the Notes to Financial Statements. The Board has received disclosures from Key Managerial Personnel, relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.

34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not dealing in any production/ manufacturing activity; hence this clause is not applicable.

35. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange (Also the Company was not listed on any platform as on 31st March, 2022). The Company being a company listed on BSE SME Platform, preparation of corporate governance report is not applicable.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Listing Obligation and Disclosure Requirement Regulation, 2015 of the SEBI, Management Discussion and Analysis Report are annexed herewith and form part of this Report.

37. CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE:

The provisions for Corporate Social Responsibility Committee and Corporate Social Responsibility activities are not applicable to the Company.

38. ESTABLISHMENT OF VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has adopted a Whistle-Blower Policy/ Vigil mechanism, which provides a formal mechanism for all employees of the Company to make protected disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. Disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. During the year under review, no employee of the Company has been denied access to the Audit Committee.

39. INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met on 31.03.2022, inter alia to discuss:

i) Evaluation of Performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman and / or Managing Director of the Company, taking into views of Executive and Non-executive Directors. iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

40. RISK MANAGEMENT POLICY:

The Board reviews the risks associated with the Company every year while considering the business plan. Considering the size of the Company and its activities, it is felt that the development and implementation of a Risk management policy is not relevant to the Company and in the opinion of the Board there are no risks which may threaten the existence of the Company.

41. IND AS

The financial statements have been prepared in accordance with Ind AS prescribed under the Companies Act, 2013 as amended from time to time and other relevant provisions of the Act.

42. SECRETARIAL STANDRAD OF ICSI

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

43. SHARES

A. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C. PREFERENTIAL ALLOTMENT:

The Company has allotted 80,000 Equity Shares of face value of Rs. 10/- each for cash at a price of Rs. 95/- (Rupees Ninety Five only) per share, including of premium of Rs. 85/- (Rupees JEy Five Only) per share for a total consideration of up to Rs. 76,00,000/- (Rupees Seventy Six Lakh Only) to Mr. Chintan Nayan bhai Rajyaguru during the year under the Private Placement basis by the existing Shareholders of the Company after taking shareholder's approval in the Extra-Ordinary General Meeting held on September 07, 2021.

D. BONUS SHARES

The Company has allotted 9,10,000 Equity Shares of Rs. 10 each during the year under review as Bonus share in the ratio of 7 equity shares of Rs. 10 each for every 1 Equity shares of Rs. 10 each held by the existing Shareholders of the Company after taking shareholder's approval in the Extra-Ordinary General Meeting held on January 06, 2022.

E. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

44. SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2021-22, no complaints were received by the Company related to sexual harassment.

45. APPRECIATION:

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable support and co-operation received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.