The Board of Directors hereby submits the report of the business and operations of Denta Water and Infra Solutions Limited ("theCompany" or "DWISL"), along with the audited financial statements, for the financial year ended March 31, 2025. The consolidatedperformance of the Company has been referred to wherever required.
Results of our operations and state of affairs:
The Company's standalone and consolidated financial performance for the year under review is presented below:
(in Millions)
Particulars
Standalone
Consolidated
Financial Year2024-25(FY 2025)
Financial Year2023-24(FY 2024)
Revenue from operations
2,032.85
2,385.98
Other income
47.45
30.88
32.39
Total income
2,080.30
2,416.86
2,418.37
Expenses
- Cost of material and services consumed
1,232.74
1,519.78
- Employee Benefits expenses
56.59
36.21
- Finance Cost
3.59
5.02
5.07
- Depreciation and amortisation expenses
5.18
4.85
- Other expenses
66.57
38.61
66.64
Total Expenses
1,364.67
1,604.48
1,364.74
1,604.53
Profit/(Loss) Before Tax
715.63
812.38
715.56
813.84
Current tax
186.66
206.86
208.21
Deferred tax
0.05
0.95
Profit/(Loss) After Tax
528.93
604.57
528.85
604.68
EPS Basic and Diluted
25.83
31.49
Notes:
The above figures are extracted from the audited standaloneand consolidated financial statements of the Company as perthe Indian Accounting Standards (Ind AS).
The Board is pleased to present the operational performanceof the Company for the financial year ended 31st March,2025. During the year, the Company recorded revenue fromoperations of ^2,032.85 million, Notably, the Company achieveda net profit of ^528.93 million after accounting for all expensesand taxes. The management remains optimistic about buildingon this performance and is confident in its ability to furtherenhance revenue and profitability in the coming years. Wesincerely thank our stakeholders for their continued trust andsupport, and we look forward to achieving greater milestonestogether.
The Board of Directors has recommended a final dividend of^2.50 per equity share of face value ^10 each, fully paid-up, forthe financial year 2024-25. This recommendation reflects theCompany's commitment to delivering value to its shareholderswhile maintaining a balanced approach towards growth andfinancial prudence. The dividend is subject to approval by theshareholders at the ensuing Annual General Meeting.
The Company declares and pays dividend in Indian rupees.Companies are required to pay / distribute dividend afterdeducting applicable withholding income taxes. The remittanceof dividends outside India is governed by Indian law on foreignexchange and is also subject to withholding tax at applicablerates.
Recommended by the Board of Directors at its meeting heldon July 22, 2025. The payment is subject to the approval of theshareholders at the ensuing AGM of the Company to be held onAugust 22, 2025. The record date for the purposes of the finaldividend will be August 14, 2025, and payment will be madewithin 30 days.
The Dividend Distribution Policy, in terms of Regulation 43A ofthe Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 ("SEBI ListingRegulations"), is available on the Company's website at https://www.denta.co.in/ .
We do not propose to transfer any amount to the generalreserve on declaration of dividend.
The Company did not undergo any change in the nature of itsbusiness during fiscal 2025.
The Company's IPO received an overwhelming response fromthe investors and the issue was oversubscribed. Consequently,the Equity Shares of your Company listed on the National StockExchange of India Limited ('NSE') and BSE Limited ('BSE'). TheCompany was listed on both the NSE and BSE on January 29,2025. We are pleased to inform you that during the financialyear 2024-25, the Company undertook well-planned andstrategic initiatives to access the capital markets for raisingpublic funds, primarily to meet operational and working capitalrequirements. We remain confident that these developmentswill significantly contribute to advancing our business priorities,enabling long-term growth and financial stability.
1
Gross Proceeds of the Fresh Issue
220.50
2
Less: Offer Expenses in relation to theFresh Issue
25.16
3
Net Proceeds of the Fresh Issue
195.34
4
Amount utilized as per the objects ofthe issue (as on 31.03.2025)
88.03
5
Balance Amount (Pending Utilisation)
133.30
During the financial year 2024-25, there was a change in thepaid-up equity share capital of the Company pursuant to theInitial Public Offering (IPO). The Company issued 75,00,000equity shares of face value ^10 each to the public. As a result,the total paid-up equity share capital of the Company standsat ^267,000,000, comprising 26,700,000 equity shares of ^10each, fully paid-up.
There were no material changes and commitments affectingthe financial position of the Company between the end of thefinancial year and the date of this report, other than thosedisclosed elsewhere in this report.
The Management Discussion and Analysis of your Company'sperformance is enclosed as a separate report forming part ofAnnexure to this Annual Report.
During the year under review, the Company's borrowingfacilities were evaluated by CARE Ratings Limited. The creditrating assigned i.e BBB reflects the Company's financial strength,operational performance, and overall creditworthiness.The rationale for the assigned rating, along with detailedinformation, is available on the official website of CARE Ratingsat www.careedge.in
Pursuant to the provisions of Section 134(3) (a) and Section92(3) of the Act read with Rule 12 of the Companies(Management and Administration) Rules, 2014, the extract ofthe Annual Return of the Company for the Financial Year 31stMarch, 2025 is uploaded on the website of the Company andcan be accessed at www.denta.co.in.
The Board of Directors of the Company has formulatedvarious statutory policies and codes as mandated under theCompanies Act, 2013 and SEBI Regulations, from time to time.These policies are periodically reviewed and updated by theBoard and its Committees to ensure alignment with the latestregulatory amendments and best governance practices. Theupdated versions of these policies and codes are available onthe Company's website at www.denta.co.in.
The Consolidated Financial Statements of the Company forthe financial year ended March 31, 2025 are prepared incompliance with the applicable provisions of the Act includingIndian Accounting Standards specified under Section 133 of theAct. The audited consolidated financial statements togetherwith the Auditors' Report thereon forms part of this AnnualReport. Pursuant to the provisions of Section 136 of the Act, thefinancial statements of the Subsidiaries, Associates and JointVenture entities of the Company are available for inspectionby the Members at the Registered Office of the Company. YourCompany shall provide a copy of the financial statements ofits Associate Firm's to the Members upon their request. Thedetails of Subsidiaries, Joint Ventures & Associates are providedas Annexure to this Board Report
All transactions entered into with Related Parties by theCompany, during the year under review, were in the ordinarycourse of business and at arm's length basis and in accordancewith the provisions of the Act and the SEBI LODR. There wereno materially significant Related Party Transactions enteredinto by the Company with the Promoters, the Directors, theKey Managerial Personnel or other designated persons whichmay have a potential conflict with the interest of the Companyat large.
The details of the same are given in the notes to the FinancialStatements. The Related Party Transactions were placed beforethe Audit Committee for their review, consideration andapproval / recommendation and then placed before the Boardfor suitable noting / approval. Amended Policy on Materialityof Related Party Transactions and on dealing with RelatedParty Transactions is available on the Company's website www.denta.co.in.
The details as required to be provided under Section 134(3)(h) of the Act, in the prescribed Form AOC-2 are enclosed asAnnexure to the Board's report.
Pursuant to the provisions of the Companies Act, 2013 andthe SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company has adopted a VigilMechanism Policy (Whistle Blower Policy) to provide a secureand confidential channel for its Directors, employees, businessassociates, and other stakeholders to report genuine concernsregarding unethical practices, suspected fraud, or any violationof the Company's Code of Conduct, without fear of retaliation.
The Vigil Mechanism ensures transparency and accountabilityby offering dedicated contact details for reporting concerns.
The functioning of this mechanism is periodically reviewed andoverseen by the Audit Committee of the Board.
The Vigil Mechanism Policy is available on the Company'swebsite at www.denta.co.in.
Your Company has adopted and implemented a Policy onPrevention of Sexual Harassment at Workplace in accordancewith the provisions of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013("POSH Act") and the Rules framed thereunder. The policyaims to foster a safe, inclusive, respectful, and equitable workenvironment, and underscores the Company's commitment toa 'Zero Tolerance' stance toward any form of sexual harassment.
The Internal Complaints Committee (ICC), constituted as perthe requirements of the POSH Act, is responsible for redressalof complaints relating to sexual harassment, if any, in a timelyand confidential manner.
During the financial year 2024-25, no complaints of sexualharassment were received by the Company. An Annual Reportcontaining the details of any such complaints, if received anddisposed of, is maintained as per the statutory requirements.
The POSH policy is available on the Company's website and canalso be accessed by employees as required.
Your Company undertakes complex water infrastructureprojects, including the lifting and pumping of secondary treatedwater from available sources to designated ridge points for thereplenishment of tanks. These initiatives contribute significantlyto the improvement of groundwater levels and agriculturalproductivity. The Company also assumes responsibility for theOperation and Maintenance (O&M) of such projects, includinglift irrigation systems, typically for a period of five years post¬commissioning.
At Denta, risk management is viewed as a core componentof enterprise governance. We believe it should be seamlesslyembedded within the overall management framework andintegrated with key business functions such as finance,strategy, internal controls, procurement, business continuityplanning, human resources, and compliance. Our approach toEnterprise Risk Management (ERM) is holistic and structured,guided by clearly defined frameworks and processes initiatedat the Board level.
The objective of the Risk Management Policy is to systematicallyidentify, assess, and mitigate potential risks that may impactthe achievement of the Company's objectives. The Policy isperiodically reviewed and updated by the Board of Directorsto ensure its effectiveness and relevance in a dynamic businessenvironment.
While pursuing its corporate mission and strategic goals, theCompany remains mindful of the inherent risks associated withits operations. The infrastructure and civil construction sectoris inherently high-risk, with challenges such as cost pressures,tight execution timelines, regulatory uncertainties, andenvironmental factors. The Company operates under stringenttime and cost constraints, where project delays may lead tosignificant cost overruns and reputational risk.
The Risk Management Policy aims to strike an optimalbalance between leveraging the Company's strengths andopportunities, while addressing and mitigating identifiedand potential threats. This proactive approach enables theCompany to sustain growth, protect stakeholder value, andmaintain operational resilience.
Our corporate governance practices are a reflection of our valuesystem encompassing our culture, policies, and relationshipswith our stakeholders. Integrity and transparency are key toour corporate governance practices to ensure that we gain andretain the trust of our stakeholders at all times. Our Corporategovernance report for fiscal 2025 forms part of Annexure tothis Integrated Annual Report.
Your Company, being professionally managed, functions underthe overall supervision and guidance of the Board of Directors.As on 31st March, 2025, the Board comprised six (6) Directors,including two Executive Directors, one Non-Independent Non¬Executive Woman Director, and three Independent Directors.
Subsequent to the year-end and up to the date of this report,there have been changes in the composition of the Board.Three additional Directors have been appointed, including anExecutive Chairman, an Executive Woman Director, and oneIndependent Director.
Further, one of the existing Woman Directors has tendered herresignation. The Board places on record its appreciation for thevaluable contributions made by the outgoing Director duringher tenure.
As on March 31, 2025, the Board of Directors of the Companycomprised six Directors, reflecting a balanced mix of Executiveand Non-Executive members, including Independent Directorsand a Woman Director. The composition is in compliance withthe provisions of the Companies Act, 2013 and SEBI (LODR)Regulations, 2015.
The composition of the Board is as follows:
Mr. Manish Jayasheel Shetty - Managing DirectorMr.Sujith Rajashekar Tumkur - Whole Time DirectorMs. Nista Udayakumar Shetty - Non - Executive DirectorMr. Rudraiah Narendra Babu - Independent DirectorMr. Gopalakrishna kumaraswamy - Independent DirectorMr. Pradeep Nanjunde Gowda - Independent DirectorKey Managerial Personnel (KMP)
The Key Managerial Personnel (KMP) of your Company as perSection 203 of the Act, during the financial year ended March31,2025 are as follows:
a) Mr. Manish J Shetty- Managing Director;
b) Mr. Sujit T R- Whole time Director and CFO;
f) Ms. Sujatha G - Company Secretary and ComplianceOfficer.
As on March 31, 2025, the Board had 4 committees: AuditCommittee, Corporate Social Responsibility Committee,Nomination and Remuneration Committee, StakeholdersRelationship Committee.
A detailed note on the composition of the Board and itscommittees is provided in the Corporate governance report,which forms part of this Integrated Annual Report.
All Independent Directors of your Company have confirmedthat they meet the "Independence criteria" laid down underthe Section 149(6) of the Act and Regulation 16(1)(b) of SEBILODR. In addition, they continue to maintain their directorshipwithin the prescribed maximum limits as prescribed under theSEBI LODR. The Independent Directors provided necessarydeclarations/disclosures to the Company in this regard.
During the Financial Year 2024-25, 12 (Twelve) number ofBoard meetings were held and the details of same are givenin the Corporate Governance Report forming part of thisAnnual Report. The intervening gap between consecutivemeetings was not more than one hundred and twenty (120)days as prescribed by the Companies Act, 2013 and applicableprovisions.
Pursuant to the requirements of Schedule IV to the CompaniesAct, 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, separate Meetings of theIndependent Directors of the Company was also held on January16, 2025 without the presence of Non- Independent Directorsand members of the management, to inter alia review theperformance of Non-Independent Directors and the Board asa whole, taking into account the views of Executive Directors,Non-Executive Non-Independent Director and also to assessthe quality, quantity and timeliness of flow of informationbetween the Company Management and the Board.
During the financial year 2024-25, there was no appointmentof new Independent Directors to the Board. However,subsequent to the year-end and up to the date of this report,one Independent Director has been appointed.
In accordance with the provisions of Section 150(1) of theCompanies Act, 2013 and the relevant rules, the Board hastaken note of the declarations submitted by all IndependentDirectors confirming compliance with the prescribed eligibilityand proficiency requirements. Where applicable, theproficiency of Independent Directors has been ascertainedthrough the online self-assessment test conducted by theIndian Institute of Corporate Affairs (IICA).
In accordance with the provisions of Section 134(3)(p) of theCompanies Act, 2013 read with Rule 8(4) of the Companies(Accounts) Rules, 2014 and Regulation 17(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015, the Board carried out an annual performance evaluationof itself, its Committees, and individual Directors.
The performance evaluation of Independent Directors wasconducted by the Board without the participation of therespective Director being evaluated. In a separate meeting ofIndependent Directors, the performance of Non-IndependentDirectors, the Board as a whole reviewed.
The evaluation process involved a comprehensive assessmentof various aspects, including the structure and composition ofthe Board, its culture, functioning, decision-making processes,and effectiveness in discharging governance responsibilities.Committee evaluations focused on parameters such ascomposition, frequency and effectiveness of meetings, and thequality of recommendations made to the Board.
Individual Directors were assessed based on their levelof preparedness, active participation, and meaningfulcontributions during meetings.
Independent Directors were evaluated collectively by theentire Board, based on criteria such as integrity, professionalexpertise, engagement, and adherence to ethical standards.The Board of Directors has expressed satisfaction with theoverall performance evaluation process and its outcomes.
As part of the Familiarisation Programme, the Companyconducts regular sessions and seminars for its Directors to keepthem informed about the latest developments in the industry,regulatory landscape, and the Company's business processesand strategy. These programmes cover a wide range of topics,including legal and regulatory updates, governance practices,risk management, operational procedures, and quarterlyfinancial performance, among others.
At the time of their appointment, each Director is issued aformal letter outlining their roles, responsibilities, duties, andthe expectations of the Board. Directors are also given fullaccess to interact with Key Managerial Personnel and SeniorManagement, enabling them to gain deeper insight into theCompany's operations. They are provided with all relevantdocuments and information they may require to discharge theirresponsibilities effectively and to develop a comprehensiveunderstanding of the Company's business model and strategicdirection.
Mr. Manish Jayasheel Shetty (DIN: 09075221) was appointed asthe Managing Director of the Company for a period of two years,effective from September 21st 2023 . As his current tenureis nearing completion, and based on the recommendation ofthe Nomination and Remuneration Committee, the Board ofDirectors, at its meeting held on July 22, 2025, has proposed tore-appoint Mr. Manish Jayasheel Shetty as Managing Directorfor a further period of three years, effective from August 22,2025, subject to the approval of the shareholders.
The proposal for his re-appointment forms part of the Noticeof the ensuing Annual General Meeting for the shareholders'consideration and approval.
In accordance with the provisions of the Companies Act, 2013and the Articles of Association of the Company, Mr. Sujith T R(DIN: 07637371), Director of the Company, retires by rotationat the ensuing Annual General Meeting and, being eligible, hasoffered himself for re-appointment.
The proposal for his re-appointment forms part of the Noticeconvening the Annual General Meeting scheduled to be heldon August 22, 2025, for your consideration and approval.
The Company has in place an adequate and effective internalfinancial control system commensurate with its size, scale, andcomplexity of operations, in compliance with the requirementsof the Companies Act, 2013. The key highlights are as follows:
1. The internal financial controls are designed toensure the orderly and efficient conduct of business,including adherence to policies, safeguarding of assets,prevention and detection of frauds and errors, accuracyand completeness of accounting records, and timelypreparation of reliable financial information.
2. The Audit Committee of the Board periodically reviewsthe internal audit plan, evaluates significant findings,and provides its observations and recommendations toboth the Internal Auditors and Statutory Auditors tostrengthen the control framework.
3. The internal controls were tested during the year and nomaterial weaknesses were reported. The systems havebeen found to be adequate and operating effectively.
4. The Company continues its efforts to automate andstrengthen internal controls, thereby enhancing theirefficiency and reliability.
5. The Company follows robust accounting policies in linewith the Indian Accounting Standards (Ind AS) as notifiedunder Section 133 of the Companies Act, 2013, read withthe Companies (Indian Accounting Standards) Rules, 2015,and as per Generally Accepted Accounting Principles(GAAP) in India.
Your Company has established a robust internal control systemdesigned to identify, assess, and mitigate various businessand operational risks. This control environment is supportedby well-documented policies, standard operating procedures,and clearly defined authority matrices to ensure consistency,reliability, and accountability across the organization.
The internal control framework is adequate and commensuratewith the size and complexity of the Company's operations. Itis designed to provide reasonable assurance regarding the
following key areas:
1. Achievement of the Company's strategic and operationalobjectives;
2. Efficiency and effectiveness of business processes;
3. Prevention and timely detection of frauds and errors;
4. Protection and safeguarding of assets from unauthorizeduse or disposition;
5. Compliance with applicable laws, regulations, and internalpolicies;
6. Accuracy and reliability of financial reporting anddisclosures.
The internal audit function, supported by both internaland external resources, conducts regular and independentreviews of various processes, systems, and controls. The AuditCommittee of the Board reviews the audit findings, monitorsthe implementation of audit recommendations, and ensuresthat necessary corrective actions are taken promptly.
The Company remains committed to continual improvementin its internal control and audit systems, including increasedautomation and process refinement to strengthen governanceand risk management.
The financial statements of the Company for the financial yearended March 31, 2025 have been prepared in accordance withthe Indian Accounting Standards (Ind AS) as notified underSection 133 of the Companies Act, 2013, read with Rule 3 ofthe Companies (Indian Accounting Standards) Rules, 2015and relevant amendments issued thereafter. The financialstatements follow the accrual basis of accounting, except forcertain financial instruments which are measured at fair value,and defined benefit liabilities/(assets), which are recognized atthe present value of the defined benefit obligation less the fairvalue of plan assets. The statements have also been preparedin accordance with the provisions of the Companies Act, 2013and guidelines issued by the Securities and Exchange Board ofIndia (SEBI). Accounting policies have been applied consistently,except where new or revised standards have been adopted,necessitating a change in accounting policy.
• In the preparation of the annual accounts for the financialyear ended March 31, 2025, the applicable accountingstandards have been followed and there are no materialdepartures.
• The accounting policies selected have been appliedconsistently, and judgments and estimates made arereasonable and prudent so as to give a true and fair view
of the state of affairs of the Company and the profit for theyear under review.
• Proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing anddetecting fraud and other irregularities.
• The annual accounts have been prepared on a goingconcern basis.
• The Directors have laid down internal financial controlsto be followed by the Company and such controls areadequate and operating effectively.
• Proper systems have been devised to ensure compliancewith the provisions of all applicable laws, and such systemsare adequate and operating effectively.
The Company has constituted a Corporate Social Responsibility(CSR) Committee in compliance with the provisions of Section135 of the Companies Act, 2013. As on March 31, 2025, the CSRCommittee comprised the following Directors:
1. Mr. R Narendra Babu
2. Brigadier (Retd.) Gopalakrishna Kumaraswamy
3. Ms. Nista U Shetty
As a responsible corporate citizen, the Company is committedto contributing to the nation's sustainable and inclusive growth.The Company's CSR initiatives primarily focus on promotingeducation, in line with its vision of building a better and moreequitable society.
Subsequent to the year-end, due to the resignation of Ms.Nista U Shetty, Director and Member of the CSR Committee,with effect from July 8, 2025, the Board of Directors, by passingcircular resolution reconstituted the CSR Committee. Ms. HemaH. M, Executive Director of the Company, was inducted as amember of the Committee in accordance with the applicableprovisions of the Act.
The Annual Report on CSR activities undertaken by theCompany during the financial year 2024-25, as required underthe Companies (Corporate Social Responsibility Policy) Rules,2014, is annexed to this Report as Annexure. The CSR Policy ofthe Company is available on the website and can be accessedat www.denta.co.in.
In terms of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules, 2014, asamended from time to time ("CSR Rules") and in accordancewith CSR Policy and in accordance with the Annual Action
Plan, your Company allocated an amount equivalent to 2% ofthe average net profits (calculated as per Section 198 of theAct) of its three (3) immediately preceding financial years forimplementation of CSR activities.
Pursuant to the provisions of Section 135(6) of the CompaniesAct, 2013, there was no unspent amount for the FY 2024-25pertaining to ongoing projects which has to be transferred to aseparate bank on or by April 30, 2025.
Further, during the year, your Company implemented thefollowing CSR projects:
a) "Providing Infrastructure Facilities, Refurbishing, Restoration& Renovation of Government Pre-Graduation College (HighSchool Division), Santhebachahalli, K.R.Pete Taluk, MandyaDistrict"
The details of the aforesaid projects are covered in the annualreport on our CSR activities forming part of this Board's Report.
The CSR Committee of the Board has been constantly reviewingthe projects and gives directions to expedite implementation ofthe projects undertaken.
The Statutory Auditors of the Company i.e Maheshwari & Cohave submitted Independent Auditors' reports for FY 2024-25and is forming part of this Annual Report. The Auditor's Reporton Standalone and Consolidated Financial Statements of theCompany for the financial year ended March 31, 2025, doesnot contain any qualification, reservation or adverse remark.
Pursuant to the provisions of the Section 148(1) of the Act, GirishG R & Associates,Practicing Cost Accountant (MembershipNo.40207) was appointed as the Cost Auditor of the Company,for conducting the audit of cost records for the FY 2024-25.The audit of cost records is in progress and report by the CostAuditor will be filed with the Authority within the prescribedtime. A proposal for ratification of remuneration of the CostAuditors for the FY 2025-26 will be placed before the Membersof the Company at the ensuing AGM. The cost records, asapplicable to the Company are maintained in accordance withthe Section 148(1) of the Act
The Board of Directors had appointed R.N Bhat and AssociatesPracticing Company Secretaries, Bengaluru as the SecretarialAuditors of the Company for the FY 2024-25. The SecretarialAudit Report was placed before the Board and it does notcontain any qualification, reservation or adverse remark. The
Report of the Secretarial Auditors is enclosed as Annexure tothe Board's Report. Your Board has on May 28, 2025, appointedR.N Bhat and Associates Practicing Company Secretaries,Bengaluru as the Secretarial Auditors of the Company the boardalso proposes and recommended the Secretarial auditor to beappointed in the ensuing annual General Meeting for a periodof Five Consecutive years to conduct the secretarial Audit fromFY 2025-26 to financial year 2029-30.
Your Company has established a robust Internal Auditframework comprising both in-house resources through itsCorporate Assurance Department and external expertise fromM/s S P M L & Associates, Chartered Accountants. The InternalAudit function is designed to provide independent, objectiveassurance and consulting services aimed at adding value andenhancing the efficiency and effectiveness of the Company'soperations.
The Internal Auditors report directly to the Audit Committeeand make detailed presentations at its meetings, covering keybusiness areas and control environments as required by theCommittee from time to time. The Internal Audit activitiesare conducted jointly by M/s S P M L & Associates, CharteredAccountants, and the Corporate Assurance Department,ensuring a comprehensive and systematic approach to riskmanagement and internal controls.
During the year under review, no instances of fraud have beenreported by the Internal Auditors to the Audit Committee orthe Board of Directors under Section 143(12) of the CompaniesAct, 2013 and the rules made thereunder.
Pursuant to Section 134(3)(m) of the Companies Act, 2013read with Rule 8(3) of the Companies (Accounts) Rules,2014, the Company has undertaken various initiatives toconserve energy and adopt advanced technologies in itsoperations. As a water infrastructure solutions company,we are inherently focused on sustainable practices.During the year, we continued to implement energy-efficient systems in our project execution and operationalprocesses, including the use of energy-saving pumps,smart monitoring systems.
(i) The steps taken or impact on conservation ofenergy: Encouraging employees to turn off lights andelectronics when not in use, taking the stairs whenpossible.
(ii) (ii) The capital investment on energy conservationequipment: NA
The Company is also committed to technologicaladvancement and has made continued efforts towardsthe absorption and adaptation of modern technologiesrelevant to its business. These initiatives have contributedto operational efficiency, improved service delivery, andcost effectiveness.
During the financial year under review, the Company'sforeign exchange earnings and outgo were as follows:
• Foreign Exchange Earnings: R Nil
• Foreign Exchange Outgo: ^2,54,460/-
Your Company has not accepted any deposit within the meaningof Sections 73 and 74 of the Act, read with the Companies(Acceptance of Deposits) Rules, 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time beingin force), during the year under review.
The Company has complied with applicable SecretarialStandards issued by the ICSI.
a. There are no significant and material orders passed bythe regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.
b. There was no instance of one-time settlement with anybank or financial institution.
There is no Corporate Insolvency Resolution Process initiatedunder the Insolvency and Bankruptcy Code, 2016 (IBC).
There were no loans, guarantees made by the Company underSection 186 of the Companies Act, 2013 during the year underreview.
During the year, the Company has made investments in DebtMutual Funds and Other MF amounting to ^1,86,53,308.46, incompliance with Section 186 of the Companies Act, 2013."
The Company does not have any loan during the year.Depository System
Your Company's shares are tradable through electronic modeonly. As on the financial year ended March 31, 2025, the totalpaid-up capital as mentioned above are held in dematerializedmode connected with both the depositories viz. the NationalSecurities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) through the Registrar andTransfer Agent (RTA) for the equity shares.
The Company has appointed INTEGRATED REGISTRYMANAGEMENT SERVICES PRIVATE LIMITED having itsregistered office at Integrated Registry ManagementServices Private Limited, No 30 Ramana Residency,4th CrossSampige Road, Malleswaram, Bengaluru 560 003, Telephone:080-23460815/816/817/818, Investor grievance e-mail:giri@integratedindia.in/ dentaipo@integratedindia.in
Website: www.integratedindia.in. SEBI registration number:INR000000544], as its Registrar and Transfer Agent (RTA) forhandling all investor-related services including share transfers,transmission, dematerialization, rematerialization, dividend
distribution, and other allied activities. Shareholders arerequested to correspond directly with the RTA for all queriesrelating to their shareholding.
The Board of Directors places on record its sincere appreciationand gratitude to the Banks, Financial Institutions, Lenders,Joint Venture Partners, Business Associates, Customers,the Government of India, various State Governments,Regulatory and Statutory Authorities, Investors, Shareholders,Corporations, Municipalities, and all other stakeholders fortheir continued support, guidance, and cooperation extendedto the Company.
The Board also acknowledges and deeply appreciates thecommitment, dedication, and hard work of the employeesat all levels, who continue to be the driving force behind theCompany's performance and grow.
Swamy Chairman and Managing Director
Executive Director DIN: 09075221
DIN:11064809