Dear Members,

Your Directors have pleasure in presenting the 35th (Thirty Fifth) Board's Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31,2026.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31,2026 is summarized below:

Note: The previous year figures have been regrouped/ reclassified wherever necessary.

STATE OF THE COMPANY'S AFFAIRS

India's foodservice industry continues to exhibit strong structural growth, supported by favourable macroeconomic and demographic trends, including rising incomes, rapid urbanisation, and a young, aspirational population. The industry is transitioning from an unorganised base to a more structured and branded ecosystem, with organised players steadily gaining share. While full-service restaurants remain relevant for experiential dining, there is a clear shift toward convenience-oriented formats such as delivery, takeaway and cloud kitchens. Advancements in technology and expansion into non-metro cities are unlocking new demand avenues, improving operational efficiency, and broadening the industry's addressable market.

The Company continues to benefit from strong structural growth drivers underpinning India's Quick Service Restaurant (QSR) industry and is well positioned to deliver sustainable long-term growth. Anchored by a balanced portfolio of global and homegrown brands, robust operational capabilities, diversified formats, and a clearly defined strategy to evolve into a "House of Brands" platform, the Company has established a strong foundation. Supported by strategic investments and ongoing transformation initiatives, it is poised to further consolidate its leadership position in India while expanding its presence in high-potential international markets.

During the financial year, the Company acquired Sky Gate Hospitality Private Limited, home to fast-growing brands such as Biryani by Kilo and Goila Butter Chicken, marking its entry into the sizable and underpenetrated Indian cuisine segment, helping reduce dependence on global QSR formats. In January 2026, the Company announced a proposed merger with Sapphire Foods India Limited, with the combined entity expected to operate over 3,000 stores globally and generate approximately USD 1 billion in annual revenues, positioning it among the largest franchise platforms for global QSR brands in India. The merger is expected to unlock synergies across procurement, supply chain, brand expansion and capital allocation. The Company also advanced its strategic transition towards a multi-brand, multi-format platform by securing franchise rights for emerging international brands such as New York Fries and Sanook Kitchen and expanding into new categories such as youth-focused snacking and Thai cuisine, while aligning with the growing "food-on-the-go" trend.

Operationally, the Company maintained steady momentum through consistent store additions, improved contributions from international markets, and successful turnaround of underperforming segments. The Company has also achieved profitability milestones in recently acquired brands well ahead of planned timelines, reflecting disciplined execution. Its focus remains on enhancing store economics, driving same-store sales growth, and improving margins through efficiency-led initiatives.

Against the backdrop of a structurally strong and evolving industry, the Company remains well-positioned to sustain long-term growth, supported by its robust performance, strategic initiatives, and continued focus on digital capabilities, scalable expansion, and diversified offerings, enabling it to capitalise on emerging opportunities and deliver sustainable value creation.

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

In view of losses, your Directors have not recommended any dividend on equity shares for the year under review. The Company has in place a Dividend Distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI Listing Regulations"] and the same is available on the website of the Company i.e. https://www.dil-rjcorp.com/wp-content/ uploads/2021/08/Dividend-Distribution-Policy.pdf.

SHARE CAPITAL Authorized Share Capital:

During the year under review, the shareholders of the Company vide their special resolution passed by way of Postal Ballot dated March 8, 2026, approved re-classification of the authorised share capital of the Company and consequential amendments to the Capital Clause of the Memorandum of Association ("MOA") of the Company. Upon re-classification, the Authorised Share Capital of the Company stands at T 5,67,50,00,000/- (Rupees Five Hundred

Sixty Seven Crore and Fifty Lakh only) divided into 4,67,50,00,000 equity shares of T 1/- each and 10,00,000 Preference Shares of T 1,000/- each.

Issued, Subscribed and Paid-up Share Capital:

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from T 120.63 crore comprising 1,20,62,66,378 equity shares of the face value of T 1/- each to T 123.29 crore comprising 1,23,29,39,791 equity shares of the face value of T 1/- each pursuant to (a) allotment of 2,37,18,413 equity shares having face value of T 1/- each, at an issue price of T 176.78/- per equity share (including premium of T 175.78/-) aggregating to ~ T 419.3 crore, to discharge part consideration for the acquisition of ~ 80.72% equity stake, on fully diluted basis, in Sky Gate Hospitality Private Limited ("Sky Gate") along with its subsidiaries, on a preferential basis ("Preferential Issue") , in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Act and other applicable laws; and (b) allotment of 29,55,000 equity shares having face value of T 1/- each under the Employees Stock Option Scheme 2021 ("ESOP Scheme 2021").

The above allotted equity shares rank pari-passu in all respects with the existing equity shares of the Company, including dividend and/ or any corporate benefits declared by the Company from time-to- time.

During the year under review, the Company has also allotted 3,00,000 Non-convertible Redeemable Preference Shares of T 1,000/- each at par, on a private placement basis for an aggregate amount of T 30 crore, to the promoter/ founder of Sky Gate, to discharge the part consideration towards the acquisition of additional equity stake in Sky Gate.

EMPLOYEES STOCK OPTION SCHEME

Your Company has ESOP Scheme 2021 that is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time ("SEBI ESOP Regulations") and there has been no change to the ESOP Scheme 2021 during the year under review.

A certificate from Secretarial Auditor of the Company i.e. M/s. Sanjay Grover & Associates, Company Secretaries, has been received confirming that the ESOP Scheme 2021, has been implemented in compliance with the SEBI ESOP Regulations and in accordance with resolutions passed by the shareholders of the Company. A copy of the certificate is available on the website of the Company i.e. https://dil-rjcorp.com/annual-general-meeting/.

The Statutory disclosures as mandated pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI ESOP Regulations, are available on the website of the Company i.e. https://dil-rjcorp.com/annual-general- meeting/.

HOLDING COMPANY

RJ Corp Limited continued to be the holding company and held 57.98% of the paid-up equity share capital of the Company as of March 31, 2026. The Promoter(s)/ Promoter Group, including RJ Corp Limited, held 61.36% of the paid-up equity share capital of the Company as of March 31, 2026.

SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

On June 10, 2025, the Company acquired ~ 80.72% equity stake, on fully diluted basis, in Sky Gate. Hence, Sky Gate along with its subsidiaries namely Blackvelvet Hospitality Private Limited, Say Chefs Eatery Private Limited and Peanutbutter and Jelly Private Limited ("Peanutbutter") became subsidiaries of the Company. Subsequently, the Company acquired the remaining equity stake in Sky Gate from the Promoters/ Founders of Sky Gate, accordingly, Sky Gate became a wholly-owned subsidiary of the Company w.e.f. March 7, 2026.

Further, during the year under review, Sky Gate sold its entire 51% equity stake held in Peanutbutter, consequent to which Peanutbutter ceased to be a subsidiary of Sky Gate and a step-down subsidiary of the Company w.e.f. January 8, 2026.

As on March 31, 2026, your Company has following subsidiaries:

- Devyani International (Nepal) Private Limited, wholly-owned subsidiary;

- RV Enterprizes Pte. Ltd., subsidiary;

o Devyani International (Nigeria) Limited, step-down subsidiary;

- Devyani RK Private Limited, subsidiary;

- Devyani International DMCC, subsidiary;

o White Snow Company Limited, step-down subsidiary;

o Blackbriar Co., Ltd., step-down subsidiary;

o Yellow Palm Co., Ltd., step-down subsidiary;

o Restaurants Development Co., Ltd., step-down subsidiary;

- Devyani PVR INOX Private Limited, subsidiary;

- Sky Gate Hospitality Private Limited, wholly-owned subsidiary;

o Blackvelvet Hospitality Private Limited, wholly-owned subsidiary; and

o Say Chefs Eatery Private Limited, wholly-owned subsidiary.

Your Company did not have any Associate/ Joint Venture as defined under the provisions of the Act.

In compliance with the provisions of Section 129 of the Act and the SEBI Listing Regulations, the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Indian Accounting Standards ("Ind AS") and form part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries/ Joint Ventures/ Associates of the Company (including their performance and financial position) in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the Consolidated Financial Statements. The highlights of the performance of Subsidiaries/ Joint Ventures/ Associates and their contribution to the overall performance of the Company are included as part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at https://dil-rjcorp.com/dil/financial-information/. Financial Statements of the aforesaid subsidiary companies are also kept open for inspection by the Members at the Registered Office of the Company on all working days up to the date of Annual General Meeting ("AGM") between 11:00 A.M. to 02:00 P.M. and also during the AGM as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office.

MATERIAL UNLISTED SUBSIDIARY(IES)

In terms of the provisions of the SEBI Listing Regulations, your Company has a ‘Policy for Determination of Material Subsidiary and Governance of Subsidiaries' and the same is available on website of the Company i.e. https://www.dil-rjcorp.com/wp-content/ uploads/2021/06/Policy-on-Material-Subsidiary.pdf.

Based on the Consolidated Financial Statements as on March 31, 2026, your Company has two material unlisted subsidiaries i.e. Devyani International DMCC and Restaurants Development Co., Ltd.

RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. The policy is available on the website of the Company i.e. https://www.dil-rjcorp.com/wp- content/uploads/2021/06/Policy-on-Related-Party-Transactions. pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions.

All contracts/ arrangements/ transactions, as defined in Section 188 of the Act, entered into by the Company during the Financial Year 2025-26 with related parties were in the ordinary course of business and on arm's length basis. Further, the Company has not entered into material contracts/ arrangements/ transactions with related parties in terms of the provisions of the Act read with Rules made thereunder. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for the Financial Year 2025-26 and hence, does not form part of this report.

For details on related party transactions, members may refer to the notes of the Standalone Financial Statement.

REGISTERED OFFICE

During the year under review, the shareholders of the Company vide their resolution passed by Postal Ballot dated February 6, 2026 had approved the shifting of registered office of the Company from ‘National Capital Territory of Delhi' to the ‘State of Haryana', subject to requisite approvals. Subsequently, the Hon'ble Regional Director (Northern Region), Ministry of Corporate Affairs, vide its order dated March 20, 2026, approved the shifting of registered office and the same was taken on record by the Registrar of Companies, Haryana. Accordingly, the registered office of the Company is now situated at: Plot No. 18, Sector - 35, Gurugram - 122004, Haryana. Pursuant to the change of registered office from ‘National Capital Territory of Delhi' to the ‘State of Haryana', the Corporate Identification Number (CIN) of the Company changed from L15135DL1991PLC046758 to L15135HR1991PLC143853.

SCHEME OF AMALGAMATION/ ARRANGEMENT

During the year under review, the Board of Directors of your Company with a view to consolidate the KFC and Pizza Hut QSR operations into a single entity in India, excluding captive markets such as airports and railway stations, had approved a Scheme of Arrangement involving Sapphire Foods India Limited ("SFIL"/ "Transferor Company"), a company listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE"), Devyani International Limited ("DIL"/ "Transferee Company"/ "the Company") and their respective shareholders, pursuant to Sections 230 to 232 and other applicable provisions of the Act ("Scheme SFIL"). The Appointed Date of the Scheme SFIL is opening hours of April 1,2026. Upon the Scheme SFIL becoming effective and in consideration of the amalgamation, the Transferee Company shall issue and allot 177 (One Hundred Seventy Seven) fully paid up equity shares of T 1/- each of the Transferee Company for every 100 (One Hundred) fully paid up equity shares of T 2/- each held by shareholders of the Transferor Company. The Scheme SFIL is subject to receipt of requisite regulatory approvals. The Company has filed an application in terms of Regulation 37 of the SEBI Listing Regulations to obtain ‘No Objection Letter' and the application is pending for approval.

Further, during the year under review, the Board of Directors of your Company had also approved a Scheme of Amalgamation involving merger/ amalgamation of Sky Gate, Blackvelvet Hospitality Private Limited, Say Chefs Eatery Private Limited, wholly-owned subsidiaries (hereinafter collectively referred to as ‘Transferor Companies') with and into DIL and their respective shareholders, pursuant to Sections 230 to 232 and other applicable provisions of the Act ("Scheme WOS") . The Appointed Date of the Scheme WOS is opening hours of April 1, 2025. In terms of Regulation 37(6) of the SEBI Listing Regulations, the Company had filed the Scheme WOS along with requisite documents with NSE and BSE and had filed the First Motion Application with the Hon'ble National Company Law Tribunal at Chandigarh Bench ("NCLT"). The Scheme WOS is pending before the Hon'ble NCLT for approval. Post sanction of the Scheme WOS, no shares would be issued by the Company, since the Transferor Companies are direct and/ or indirect wholly-owned subsidiaries of the Company.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Particulars of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

Directors

Ater a long and a very successful tenure with the Company, Mr. Virag Joshi, Whole-time Director (President & CEO) (DIN: 01821240) of the Company superannuated from the wholetime services of the Company w.e.f. close of business hours of March 31, 2026, and thereafter, he continues as a Non-executive Director of the Company and provides strategic advisory services as and when required. The Board placed on record its deep appreciation and gratitude to Mr. Joshi for his commitment, dedication, exemplary services and contributions in the growth and expansion of the Company.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on February 4, 2026, approved the elevation of Mr. Manish Dawar (DIN: 00319476), Whole-time Director of the Company, and designated him as ‘President & Group Chief Executive Officer' of the Company, w.e.f. April 1, 2026.

Subsequently, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on May 15, 2026, re-appointed Mr. Manish Dawar as a Whole-time Director of the Company, designated as ‘President & Group Chief Executive Officer' of the Company, liable to retire by rotation, for a period of up to 3 (Three) years w.e.f. February 17, 2027 and the re-appointment is subject to the approval of the Shareholders of the Company at the ensuing AGM.

In compliance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Raj Gandhi (DIN: 00003649) and Mr. Manish Dawar (DIN: 00319476), Directors, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The resolution(s) seeking members' approval for their re-appointment form part of the Notice of 35th AGM. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends their re-appointment.

Brief resume and other details of the Directors seeking reappointment at the ensuing AGM, as stipulated under Secretarial Standard-2 issued by the Council of the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are separately disclosed in the Notice of 35th AGM.

Key Managerial Personnel

During the year under review, there was no change in Key Managerial Personnel of the Company.

As at March 31, 2026, Mr. Virag Joshi, Whole-time Director (President & Chief Executive Officer), Mr. Manish Dawar, Wholetime Director & Chief Financial Officer and Mr. Pankaj Virmani, Company Secretary and Compliance Officer, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on February 4, 2026, approved the appointment of Mr. Anupam Kumar as Chief Financial Officer of the Company w.e.f. April 1,2026. Accordingly, Mr. Kumar is also designated as a Key Managerial Personnel of the Company w.e.f. April 1, 2026, in accordance with the provisions of Section 203 of the Act.

Consequent to the aforesaid changes, effective April 1, 2026, the Key Managerial Personnel of the Company comprise Mr. Manish Dawar, Whole-time Director (President & Group Chief Executive Officer), Mr. Anupam Kumar, Chief Financial Officer and Mr. Pankaj Virmani, Company Secretary and Compliance Officer in accordance with the provisions of Section 203 of the Act.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/ COMMITTEE POSITIONS

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and none of the Directors served as an Independent Director in more than seven listed entities as on March 31,2026. Further, no Wholetime Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2026, have been made by the Directors and have been reported in the Corporate Governance Report and form part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. Based on the aforesaid declarations received from Independent Directors, the Board of Directors confirms that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

A certificate from M/s. Sanjay Grover & Associates, Company Secretaries, that none of the Directors on the Board of the Company had been debarred or disqualified by Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority from being appointed or continuing as Directors of companies, forms part of the Annual Report.

BOARD MEETINGS

The number of meetings of the Board including composition are set-out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and the SEBI Listing Regulations.

BOARD COMMITTEES

The Board has constituted an Audit, Risk Management and Ethics Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, CSR & ESG Committee, in terms of the requirements of the Act read with the Rules made thereunder and/ or the SEBI Listing Regulations. The number of meetings of the Committees of the Board including composition are set-out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of the SEBI Listing Regulations.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act read with Rules made thereunder and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually, including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and Committees of the Board of Directors.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. The Board is responsible to monitor and review the evaluation framework.

Further, in compliance with Schedule IV to the Act and Regulation 25(4) of the SEBI Listing Regulations, Independent Directors have also evaluated the performance of Non-Independent Directors,

Chairman and Board as a whole, at a separate meeting of Independent Directors held on March 31,2026.

REMUNERATION POLICY

Your Company has in place Remuneration Policy for Directors, Key Managerial Personnel (KMPs), Senior Management and other Employees of the Company in terms of the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of the SEBI Listing Regulations. The Policy is available on the website of the Company i.e. https://www.dil-rjcorp.com/wp- content/uploads/2021/08/Remuneration-Policy.pdf. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board's Report pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure - A.

A statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. However, in terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at companysecretary@dil-rjcorp.com. None of the employees listed in the said Annexure are related to any Director of the Company.

STATUTORY AUDITORS AND AUDITORS' REPORTS

The Members at their 34th AGM held on July 28, 2025, had re-appointed Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013) as Joint Statutory Auditors of the Company to hold office for a second term of 5 (Five) consecutive years from the conclusion of 34th AGM till the conclusion of 39th AGM of the Company to be held in the year 2030.

Further, O P Bagla & Co LLP, Chartered Accountants (Firm Registration Number: 000018N/N500091) were appointed as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 31st AGM held on June 28, 2022 till the conclusion of 36th AGM of the Company to be held in the year 2027.

The Joint Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and that they hold a valid certificate issued by the Peer Review Board of Institute of Chartered Accountants of India.

The Reports of Joint Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year 2025-26 do not contain any qualification, reservation, adverse remarks or disclaimer and form part of the Annual Report.

COST AUDIT & COST RECORDS

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance of Cost Records were not applicable on the Company during Financial Year 2025-26.

SECRETARIAL AUDITORS

The Members at their 34th AGM held on July 28, 2025, had appointed M/s. Sanjay Grover & Associates, Company Secretaries (Firm Registration Number: P2001DE052900) as Secretarial Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 34th AGM till the conclusion of 39th AGM of the Company to be held in the year 2030.

The Secretarial Auditors have confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company and that they hold a valid certificate issued by the Peer Review Board of Institute of Company Secretaries of India.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 is attached to this report as Annexure - B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers.

The Company has no material unlisted subsidiaries incorporated in India which need to undertake Secretarial Audit, in terms of Regulation 24A of the SEBI Listing Regulations.

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

The Company has in place anti-sexual harassment policy on ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace' in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH") and Rules made thereunder and the same is available on the website of the Company i.e. https://dil-rjcorp.com/ policies/. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at workplaces in accordance with the POSH. The Internal Complaint Committee ("ICC") constituted in compliance with the POSH ensures a free and fair enquiry process with clear timelines for resolution.

At the beginning of the year under review, five complaints were pending with the ICC and during the year eleven complaint(s) were received. The ICC disposed off sixteen complaints and no complaint was pending as at March 31, 2026. Out of the complaint(s), two case(s)/ complaint(s) were pending for more than ninety days. In the said cases, the complainant(s) were internal employee(s) of the Company, while the respondent(s) were employed by external organization(s). Hence, the Internal Committee of the respective respondent's employer conducted the inquiry and proceedings in accordance with the provisions of the POSH. Consequently, inter-organizational coordination and procedural dependencies contributed to an extended resolution timeline.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/ dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report.

The Vigil Mechanism Policy is available on the Company's website at https://www.dil-rjcorp.com/wp-content/uploads/2022/03/VigN- Mechanism-Policy-DIL.pdf.

RISK MANAGEMENT

Pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, shall constitute a Risk Management Committee. The Audit, Risk Management and Ethics Committee of the Board of Directors also performs the role of Risk Management Committee and inter-alia monitors and reviews the risk management plan, risk mitigation measures, cyber security and such other functions as per the terms of reference and as may be assigned by the Board from time to time.

The Company has a Risk Management Policy for identification and evaluation of business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate Internal Financial Controls commensurate with the nature, size and complexities of operations. The reports on Internal Financial Controls issued by Walker Chandiok & Co LLP, Chartered Accountants and O P Bagla & Co LLP, Chartered Accountants, Joint Statutory Auditors of the Company are annexed to the Auditors' Report on the Financial Statements of the Company and do not contain any reportable weakness of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has a Corporate Social Responsibility ("CSR") Policy which is available on the Company's website at https://www. dil-rjcorp.com/wp-content/uploads/2022/12/Corporate-Social- Responsibility-Policy.pdf. In terms of Section 135 of the Act, a CSR Committee has been constituted.

Annual Report on CSR activities for the Financial Year 2025-26 as required under Section 134 and 135 of the Act read with Rules made thereunder is attached to this report as Annexure - C.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

(i) in the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they 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 your Company as at March 31,2026 and of the Loss of the Company for the period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) t hey have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the Financial Year 2025-26 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued by SEBI, forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set-out by SEBI. The report on Corporate Governance as stipulated under the SEBI Listing Regulations is attached to this report as Annexure - E. The certificate from M/s. Sanjay Grover & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance is also attached to the Corporate Governance Report.

LISTING

The Equity Shares of the Company are listed on NSE and BSE having nation-wide trading terminals. Annual Listing Fee for the Financial Year 2026-27 has been paid to NSE and BSE.

ANNUAL RETURN

The Annual Return of the Company in terms of Section 92(3) and 134(3)(a) of the Act is available on website of the Company at https://dil-rjcorp.com/corporate-govemance/.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statement.

REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

GENERAL

Your Directors confirm that no disclosure or reporting is required in respect of the following matters/ events as no such matter/ event has taken place during the year under review:

1. I ssue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

3. Issue of Sweat Equity Shares.

4. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial 2025-26.

5. No instance of one-time settlement with any bank or financial institution.

6. No material changes and commitments have occurred after the closure of the Financial Year 2025-26 till the date of this Report, which would affect the financial position of your Company.

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

ACKNOWLEDGEMENTS

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company's resources for sustainable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities, Banks/ Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been critical for the Company's success. Your Directors look forward to their continued support in future.