PERFORMANCE SUMMARY AND STATE OF AFFAIRS

At Standalone Level:

For the Financial year 2022-23, your company recorded a turnover of Rs.19,011.18 Lacs and earned a net profit of Rs.365.90 Lacs as compared to the previous year's (2021-22) turnover of Rs.18,940.39 Lacs and net profit of Rs.421.45 Lakhs. With the above performance, the EPS for the FY 2022-23, stood at Rs. 2.43 per share as compared to the previous year's EPS of Rs. 2.80 per share.

Revenue Break up of our operational Income for the FY ended 2022-23 is as hereunder:

The income from Transport Services (Household Services and Commercial Services) remained almost flat, as mentioned above, whereas there was a slight dip in the Income from Warehousing services.

At Consolidated Level:

As you are aware, your Company had acquired 100% stake in DRS Cargo Movers Limited during the FY 2021-22 thus making it a Wholly Owned Subsidiary of itself. In view of the said, the consolidated financial performance comprises the financial performance of the Company and that of its wholly owned subsidiary.

For the Financial year 2022-23, your company recorded a turnover of Rs 20,558.20 Lacs and earned a net profit of Rs 419.04 Lacs as compared to the previous year's (2021-22) turnover of Rs 19,089.97 Lakhs and net profit of Rs 463.20 Lakhs. With the above performance, the EPS for the FY 2022-23, stood at Rs. 2.78 per share as compared to the previous year's EPS of Rs. 3.08 per share

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 and applicable Accounting Standards and principles, the audited financial figures of our Wholly owned Subsidiary have been merged and consolidated with that of our Company and the audited consolidated Financial Statements are provided in the Annual Report.

FINANCIAL PERFORMANCE OF DRS CARGO MOVERS LIMITED

TRANSFER TO RESERVES:

We do not propose any amount to be transferred to the Reserves for the current Financial Year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

Save and except as discussed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.

NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the FY ended 31^st March, 2023. However, upon demerger of Warehouse Division of the Company into DRS Cargo Movers Limited, the warehouse related business operations of your Company shall be taken up by the said Company and your Company shall undertake transport related activities only.

DIVIDEND

In view of the ongoing restructuring, which is being implemented post NCLT approval, your Board of Directors have decided to adopt a cautious approach and preserve the reserves within the Company. In this backdrop, the Board of Directors felt it prudent not to recommend any Dividend for the financial year ended 31st March, 2023.

CORPORATE RESTRUCTURING:

As you are aware, your Company and its wholly owned subsidiary, i.e., DRS Cargo Movers Limited had taken up the joint exercise of restructuring and reorganizing their respective business and in this regard a Scheme of Arrangement, contemplating the demerger / transfer of Warehouse Division of your Company, being the Demerged Company, into DRS Cargo Movers Limited, i.e, the Resulting Company, with effect from 01.04.2022, (Appointed Date), was formulated and approved by the respective Board of Directors of both the said Companies. An Application was made to the NSE, seeking its No Objection to the said Scheme. Subsequent upon receipt of No Objection from the NSE, the said Scheme was approved by the members in the NCLT convened Meeting. Subsequently, a joint petition, seeking sanction of the said Scheme, was filed before Hone'Ble NCLT, Hyderabad Bench which was sanctioned vide its Order, dated 17.08.2023, certified copy of which was issued on 27.09.2023.

Other related and ancillary matters:

Pursuant to the said Scheme of Arrangement, DRS Cargo Movers Limited has issued / allotted 75,31,201 equity shares of Rs.10 each in its share capital to the shareholders of your Company, in the ratio of 1:2, i.e, one equity share of Rs.10 each for every two shares held in DRS Dilip Roadlines Limited, whose names appeared in the List of shareholders / beneficial owners as on 15.11.2023, being the Record Date. The entire pre-demerger paid up capital held by your Company in DRS Cargo Movers Limited stands cancelled and extinguished. Further, requisite application(s) are being made by DRS Cargo Movers Limited seeking listing of its securities on the SME segment of NSE ( NSE Emerge).

CAPITAL STRUCTURE:

The capital structure of the Company as on March 31, 2023 stands as mentioned below:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors is duly constituted and has an optimum combination of both executive and non-executive directors.

Executive Directors:

Other Directors:

Key Managerial Personnel (other than mentioned above):

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sugan Chand Sharma(DIN: 07064674), retired by rotation at the previous AGM held on 30.12.2022 and was reappointed thereat.

Mr. Anjani Kumar Agarwal (DIN: 00006982) was reappointed to the office of CEO & Managing Director of the Company by its Board for a period of 3 years, effective 01.10.2022 which was subsequently approved by the members in their AGM held on 30^th December, 2022.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Shamantha Dodla, Director, retires by rotation in the ensuing AGM and being eligible offers herself for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS:

In the opinion of the Board, all the Independent Directors of your Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

All the Independent Directors have given declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of your Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Independent Directors of your company have duly met during the year to discuss the performance of the Non-Independent Directors. Both the independent Directors were present during the meeting.

COMPOSITION OF BOARD COMMITTEES:

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees were reconstituted in view of changes among Directors.

The compositions of committees of the Board are hereunder:

Stakeholders' Relationship Committee

Corporate Social Responsibility Committee

(Constituted during the FY 2022-23)

Internal Complaints Committee

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. During the year, Board Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, its committees as well as peer evaluation of directors. The exercise was led by the Chairman of Nomination and Remuneration Committee of the Company. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and its committees, experience and competencies, performance of special duties and obligations, governance issues etc. As an outcome of the exercise, it was noted that the Board as a whole is functioning as cohesive body which is well engaged with different perspectives. Further, performance evaluation was also carried out for Ms. Shamantha Dodla, who retires by rotation and being eligible has offered herself for reappointment.

Further, the performance of the Independent Directors was evaluated by the entire Board of Directors and all the Independent Directors fulfill the independence criteria and are independent of the management as set out in the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Director who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee 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.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION, ETC.,

The Policy for selection of Directors including qualifications, positive attributes and independence of a director evaluation mechanism has been revised and adopted by the Board.

The following policies, are attached herewith and marked as Annexure VII and VIII respectively:

a) Policy for selection of Directors including qualifications, positive attributes and independence of a director evaluation mechanism.

b) Remuneration Policy for Directors, Key managerial Personnel and other employees. Further, it is confirmed that the Company has not paid any remuneration to its Non-Executive Directors, apart from the Sitting Fee for each Meeting of the Board / Committee attended by them.

Further, the Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non -Executive Directors of the Company within the overall limits approved by the shareholders, if any.

MEETINGS OF THE BOARD OF DIRECTORS

The meetings of the Board are scheduled at regular intervals to discuss the business performance, policies, strategies and other matters and undertake statutory matters in terms Companies Act and SEBI Listing Regulations.

The Board has duly met 8 times during the Financial Year 2022-23, i.e.; 23^rd May, 2022, 28^th May, 2022, 11^th August,2022, 12^th August, 2022, 28^th September, 2022, 14^th November, 2022, 01^st December, 2022 and 17^th January, 2023.

The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has pan India presence, having branch offices, warehouses and hubs spread in different cities and towns. Keeping the said in view, we have adopted policies and procedures which enables implementation of appropriate internal financial controls across the organization. It ensures orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanism, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures. Internal Financial Controls are an integral part of the Risk Management Process, addressing financial and financial reporting risks. The Internal Financial Controls have been documented, digitized and embedded in the business process. Assurance on the effectiveness of the Internal Financial Controls is obtained through our management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the Internal Auditor during the course of audits. We believe that these systems provide reasonable assurance that our Internal Financial Controls are commensurate with the requirements of our organization.

AUDITORS

Statutory Auditors:

As the members are aware, at the 10th Annual General Meeting (AGM) held on 27.09.2019. M/s Ramanatham & Rao, Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company for a period of 5 years, to hold the office as such till the conclusion of 15th AGM.

Pursuant to the aforesaid, the Statutory Auditors would continue to hold the office as such for the ensuing FY. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors Observation(s):

As far as transfer of amount, pertaining to ongoing project towards CSR, to Special Account is concerned, it may be noted that requisite application has been made to open the Special Account; once it is opened the amount shall be transferred and be utilized towards the ongoing project as and when required. The delay was purely on account of inadvertence and without any malafide intention on the part of anybody concerned. Further, as far as disputed Income Tax matters pending before the Tribunal, being a statement of fact, it does not need any further explanation. The Statutory Auditor's Report does not contain any other qualifications, reservations, adverse remarks or disclaimers.

Internal Auditors:

The Board of Directors, based on the recommendations of the Audit Committee, has reappointed M/s. A Tibrewala & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of the Company, who is submitting its report on quarterly basis.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Anand Kumar C. Kasat, (proprietor Kasat & Associates), Practising Company Secretary, Hyderabad to undertake the secretarial audit of the Company for the FY 2022-23.

The copy of Secretarial Audit Report is attached herewith and marked as Annexure IV.

Secretarial Auditors' Observations:

COST RECORDS:

We confirm that the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 and hence accounts and records related thereto are not required to be made or maintained.

SECRETARIAL STANDARDS:

We confirm that applicable secretarial standards i.e., SS-1 and SS-2 relating to ‘Meeting of the Board of Directors' and ‘General Meetings' respectively, have been duly complied by the Company.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES

There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party which may have a potential conflict with the interest of the Company at large.

Pursuant to the Company's Policy, the Related Party Transactions, if any are placed before the Audit Committee and the Board for its respective approval.

The details of related party transactions which were entered into during the previous year's/ current Financial Year are provided at Note No. 32 forming part of the Notes to Financial Statements.

As per Section 134(3)(h) of the Companies act, 2013, the particulars of related party transactions as referred to in Section 188(1) of the Companies Act, 2013 have been disclosed in Form No. AOC 2 which is appended as Annexure II to this Report.

Further, disclosure as required pursuant to Regulation 34(3) read with Schedule V thereto is disclosed elsewhere in this Report. Further, remuneration paid to Mr. Anjani Kumar Agarwal, who holds 17.69 % equity shares in the Company is disclosed elsewhere in this Report. Further, there are no other fresh transactions to be reported pursuant to the said Regulation.

INSURANCE

All properties and insurable interests of the Company have been fully insured.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

Not applicable (As there were no instances of one-time settlement with the Banks or financial institutions during the year under review)

ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT -7 along with attachments is placed on the website of the Company www.drsindia.inand may be accessed at https://www.drsindia.in/Annual-Return-2022-23.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formalized the process and institutionalized ‘Whistle Blower Policy' within the Company. In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets and other resources, to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the vigil mechanism are provided in the Annexure IX to this Report.

FIXED DEPOSITS

Your Company has neither accepted nor repaid any deposits during the FY ended 31st March, 2023. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2023. Hence, there are no details to be provided pursuant to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

We have a Risk Management Department in place whose primary role is to identify potential risks, develop compatible Risk Management Systems and framework or modify the existing ones to make the same adaptable and to mitigate the risk appropriately.

We have been following the principle of risk minimization vis a vis our business needs and the industry norms.

The Department has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company's enterprise-wide risk management framework and (b) overseeing that all the risks that the organization faces such as financial, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and ensuring that there is an adequate risk management mechanism in place capable of addressing those risks. Further, it is entrusted with the additional task of evaluating pandemic related risks on real time basis keeping in view the impact thereof and the means of redressal.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES :

As you are aware, during the FY 2021-22, your Company acquired 100% stake in DRS Cargo Movers Limited, with an intent to leverage the common business opportunities, thereby making it as its Wholly Owned Subsidiary. However, as discussed elsewhere in this Report, consequent upon the Scheme of Arrangement becoming effective and cancellation of the entire pre scheme share capital held by your Company in the said WOS, the said inter se relationship between the Companies does not exist as on date of this report. Notwithstanding the said, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Subsidiary in the prescribed format AOC- 1 is provided as Annexure - I to this Report. The statement also provides the details of performance, financial position of the said subsidiary. Further, your Company undertakes that the Annual Accounts of the subsidiary Company and the related detailed information will be made available to the shareholders of the Company and to the shareholders of the subsidiary company seeking such information at any point of time. Further, the Annual Accounts of the subsidiary Company shall also be kept for inspection by any shareholder at our Registered office and that of the subsidiary Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statement and related information of the Company and audited accounts of the subsidiary, are available on our website https://www.drsindia.in.

The policy on material subsidiaries as per SEBI (LODR) Regulations, 2015 as approved / reviewed by the Board is uploaded on the website of the Company and may be accessed at https://www.drsindia.in/policies.html

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES , JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company does not have any Joint Ventures / Associate Companies during the year under review. Further, save and except as aforesaid, there was no change the list of subsidiary / wholly owned subsidiary during the year under review.

TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Not Applicable

Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations Related Party Disclosure as per Schedule V of the Listing Regulations

Note :

Consequent upon the Scheme of Arrangement becoming effective, DRS Cargo Movers Limited does not stand as Wholly owned Subsidiary of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure V to this Report.

CORPORATE GOVERNANCE

The Company follows highest standards of Corporate Governance practices in its day-to-day conduct. Good Corporate Governance practices instills a culture of transparency, accountability and disclosure. Further, in view of the fact that your Company is a SME listed entity, no separate disclosures are being made as prescribed under para-C of Schedule V to SEBI (LODR) Regulations, 2015.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Since the Company does not have any of its shares in the demat suspense account or unclaimed suspense account, there are no disclosures to be made as prescribed under para-F of Schedule V to SEBI (LODR) Regulations, 2015.

DISPATCH OF ANNUAL REPORTS

In compliance with the applicable provisions, we shall dispatch the Annual Report for the FY 2022-23 in electronic format to all our members whose e-mail addresses are registered and updated with our Registrar & Transfer Agents. To all the other members, the Annual Report will be sent in physical format.

LISTING & TRADING

Our Equity Shares are listed on NSE Emerge (SME platform of NSE India Limited, Mumbai). The listing fee for the financial year 2023-24 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2022-23. Series : SM

Symbol: DRSDILIP ISIN : INE02CV01017

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is annexed herewith and marked as Annexure VI (i).

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, we do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) (i)& (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e.Rs.8.5 lakhs per month or Rs.1.02 Crores per annum

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31st March, 2023 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are annexed herewith and marked as Annexure - VI (ii), which includes details of employee who was in receipt of remuneration in excess of that drawn by the Managing Director or Whole Time Director of the company pursuant to Rule 5(2)(iii) of the said Rules

LOANS, GUARANTEES OR INVESTMENTS

Except as stated below, we have not given any loan or made investment or given guarantee or provided security as contemplated under Section 186 of the Act. The advances made by the Company to other Companies in the group are not in the nature of loan but advances made in the regular course of business.

Details of Investments:

During the year under review, the Company, in order to optimally utilize the idle funds, has made following new investments in quoted / unquoted securities of various companies / mutual funds. The details are hereunder:

For the sake of brevity, the details may be referred at Note 12 (Non Current Investments) of the attached Standalone Financial Statements.

Further, the entire investment held by your Company amounting to Rs.23.69 lacs, comprising 11,84,300 equity shares of Rs.10 each in the share capital of DRS Cargo Movers Limited (Wholly owned subsidiary) stands cancelled by virtue of the Scheme of Arrangement, as discussed elsewhere in this Report.

Details of Loans (outstanding as on 31.03.2023):

Name of the Company: DRS Cargo Movers Limited (Wholly owned subsidiary) Amount of Loan : Rs.989.44 Lakhs Rate of Interest : 9%

Other loans : 510.32 lacs

Guarantee / Security : Nil

DEMATERIALIZATION OF SHARES

Except 48 Shares, which are held in Physical mode, the entire share capital of our Company is held in dematerialized mode as on 31st March, 2023.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same;

ii. 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 profits of the company for the period; iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report for the FY 2022-23

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

We strongly support the rights of all our employees to work in harassment free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 (‘'POSH Act”) and the Rules made thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Further, we have in place a committee under the name and style “Internal Complaints Committee” in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. The said Committee was reconstituted during the year under review. The revised composition of the said Committee is provided elsewhere in this Report.

We further confirm that during the year under review, there were no cases filed pursuant the said Act.

CORPORATE SOCIAL RESPONSIBILITY

As the members are aware, 2022-23 was the maiden year, wherein the provisions related to CSR got applicable to the Company. Despite the said, most of the compliances prescribed under the provisions of Section 135 of the Companies Act, 2013 were fulfilled. CSR Committee was duly constituted and a CSR Policy was formulated based on the recommendation of the said Committee. The Committee, in line with the Policy, also identified various areas for the purpose of CSR and recommended the same to the Board. Further, your Company undertook various philanthropic activities, predominantly in the areas of Child Education, women empowerment and healthcare. However, in view of lack of formal approach, the CSR Activities could not be synchronized with the amount spend thereon; thus the same could not be reported in the manner laid under Section 135 of the Companies Act, 2013.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 your Company was required to spend an amount of Rs.8.22 lacs towards CSR Activities. Pursuant to the said, the Committee shortlisted few projects and programs, short term and long term, which would fall in sync with the activities prescribed under Schedule VII of the Companies Act, 2013. Further, in order to overcome the said lacuna, the Company undertook an ongoing project for the unspent CSR obligation. Requisite application has been made to open the Special Account with ICICI Bank, MG Road Branch, Rani Gunj, Secunderabad; once it is opened the amount shall be transferred and be utilized towards the ongoing project in a phased manner as per the requirements of the project, as provided under Section 135 (6) of the Companies Act, 2013.

The Policy on Corporate Social Responsibility (CSR) forming part of Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as ‘Annexure X' to this report.

Composition of CSR Committee:

Meetings of CSR committee were held on 12.08.2022 and 17.01.2023 and all the committee members attended the same.

The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as ‘Annexure X' to this report.

Your Company has adopted a CSR Policy containing the activities to be undertaken by the Company. The CSR policy of the Company may be accessed at https://www.drsindia.in/csr.html

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

The particulars as prescribed pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided in Annexure III to this Report.

ACKNOWLEDGEMENTS AND APPRECIATIONS

At the outset, the Board of Directors and the management extend their hearty gratitude to all the employees, workers, drivers and support staff at all levels, who, have worked relentlessly for the growth of the Company. It was purely owing to their efforts that the Company feels bolstered to handle any challenge that it may have to face in the near future. Further, we wish to express our sincere appreciation towards all our customers, suppliers, banks, financial institutions, advisors, Government of India and Government Departments, concerned State Governments and other authorities for their sustained support and co-operation.

We also take on record the confidence and cooperation extended by our shareholders and other stakeholders.