The Board of Directors hereby submits the Report on the business and operations of Denta Water and Infra Solutions Limited
("the Company" or "DWISL"), together with the audited standalone and consolidated financial statements, for the financial year
ended March 31, 2026 (”FY 2025-26” or "FY 2026”). The consolidated performance of the Company has been referred to wherever
applicable.

1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS

The Company''s standalone and consolidated financial performance for the year under review is presented below:

The above figures are extracted from the audited standalone and consolidated financial statements of the Company prepared
in accordance with the applicable Indian Accounting Standards (Ind AS).

2. COMPANY''S PERFORMANCE

The Board is pleased to present the operational
performance of the Company for the financial year ended
March 31, 2026. During the year, the Company recorded
revenue from operations of ''2,503.79 million and profit
after tax of ''609.00 million. The Company continued
to focus on water infrastructure, water revitalisation,
groundwater recharging and related infrastructure
activities.

The Company''s business involves end-to-end solutions
in water revitalisation, groundwater recharging
and infrastructure development, including water
infrastructure management, recycled-water recharge and
civil engineering projects. The Company''s mission and
business positioning emphasise sustainable engineering
practices and responsible use and replenishment of
natural resources.

The Management Discussion and Analysis forming part
of this Annual Report provides further discussion on the
industry, business performance, risks, opportunities and
outlook.

2A. BUSINESS OVERVIEW AND INDUSTRY POSITION

DentaWaterandInfraSolutionsLimitedisacivilengineering
contractor focused on water revitalisation, groundwater
recharging and related infrastructure development. The
Company undertakes design, installation, commissioning
and, where applicable, operation and maintenance of
water management infrastructure. Its areas of expertise
include groundwater recharge using recycled water, water
infrastructure management, lift irrigation and related civil
engineering activities, along with selected projects in
railways and highways. The Company''s business model
is project-driven and requires disciplined execution,

engineering capability, procurement management,
quality control and compliance with contractual and
statutory requirements.

2B. OPERATIONAL FOCUS AND BUSINESS
OUTLOOK

During FY 2025-26, the Company continued to focus
on timely execution of its water infrastructure and civil
engineering projects, efficient deployment of resources,
working-capital discipline and strengthening of its
project execution capabilities. The Company believes
that continued focus on water security, groundwater
recharge, reuse of treated water, irrigation efficiency
and supporting infrastructure provides opportunities for
specialised engineering and infrastructure companies.
The Company intends to pursue opportunities
selectively, with emphasis on project viability, execution
capability, financial discipline, quality and long-term
stakeholder value.

3. DIVIDEND

The Board of Directors has recommended a final
dividend of ''2.50 per equity share of face value of ''10
each, fully paid-up, for FY 2025-26. The recommendation
is subject to approval of the Members at the ensuing
Annual General Meeting.

The dividend, if approved by the Members, will be
paid in accordance with applicable provisions of the
Companies Act, 2013 and the rules made thereunder.
The Board recommended the dividend at its meeting
held on August 13, 2026. The AGM is scheduled to be held
on September 24, 2026. The record date for the purpose
of thefinal dividend is September 16, 2026, and payment
shall be made within the statutory period.

The Dividend Distribution Policy adopted by the Company
pursuant to applicable SEBI Listing Regulations is
available on the Company''s website.

4. TRANSFERTORESERVES

The Company does not propose to transfer any amount
to the General Reserve out of the profits for FY 2025-26.

5. MATERIAL CHANGES AND
COMMITMENTS

There were no material changes and commitments
affecting the financial position of the Company between
the end of FY 2025-26 and the date of this Report, other
than those disclosed elsewhere in this Annual Report.

6. CHANGES IN THE NATURE OF BUSINESS

There was no change in the nature of business of the
Company during FY 2025-26.

7. UTILISATION OF IPO PROCEEDS

The Company was listed on the stock exchanges in
January 2025. The utilisation of the proceeds of the fresh
issue as at March 31, 2026 was as follows:

The Company confirms that the IPO proceeds were
utilised for the objects stated in the offer document,
subject to the disclosures made in the Monitoring Agency
reports and stock exchange filings. Any deviation or
variation, if applicable, shall be disclosed in accordance
with applicable SEBI requirements.

8. SHARECAPITAL

During FY 2025-26, there was no change in the paid-up
equity share capital of the Company. The paid-up equity
share capital as at March 31, 2026 stood at ''267,000,000
comprising 26,700,000 equity shares of ''10 each, fully
paid-up.

9. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013
read with the applicable rules, the Annual Return of the
Company for FY 2025-26 is placed on the website of the
Company and may be accessed at www.denta.co.in.

10. CORPORATE POLICIES

The Company has adopted and maintains various
policies and codes under the Companies Act, 2013 and
SEBI Listing Regulations, as applicable. The policies are
reviewed and updated from time to time by the Board
and its Committees. The Company''s website currently
provides access to, inter alia, the Board Diversity Policy,
Code of Conduct Policy, CSR Policy, Materiality Policy,
POSH Policy, Succession Plan, Terms and Conditions of
Appointment of Independent Directors, Vigil Mechanism
Policy, Board Evaluation Policy, Code on Prevention of
Insider Trading, Familiarisation Programme, Preservation
of Records Policy, Archival Policy, Dividend Distribution
Policy, Material Related Party Transaction Policy, Policy
on Disclosure of Material Events and Information, and
Occupational Workplace Health & Safety Policy- https://
denta.co.in/policies/

11. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

The Consolidated Financial Statements of the Company

for FY 2025-26 have been prepared in accordance with the
applicable provisions of the Companies Act, 2013 and Ind
AS and form part of this Annual Report.

• The particulars of subsidiaries, associates and joint
ventures, wherever applicable, are provided in the
prescribed Form A0C-1 annexed to this Report.

• No entity became or ceased to be a subsidiary,
associate or joint venture during the year.

• The highlights of the performance and contribution
of subsidiaries, associates and joint ventures to the
overall performance of the Company are provided in
Annexure2 and the relevant notes to the consolidated
financial statements.

12. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties during
FY 2025-26 were undertaken in the ordinary course of
business and, where applicable, on an arm''s length basis
and in compliance with the Companies Act, 2013 and the
SEBI Listing Regulations.

The transactions were placed before the Audit Committee
and the Board in accordance with the applicable approval
framework. The Company has a Policy on Materiality of
Related Party Transactions and on dealing with Related
Party Transactions, which is available on its website.

The particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Act, in the
prescribed Form A0C-2, are annexed to this Report as
Annexure 3.

The details of related party transactions are also disclosed
in the notes to the financial statements.

13. VIGILMECHANISM/WHISTLEBLOWER
POLICY

The Company has established a Vigil Mechanism/Whistle
Blower Policy pursuant to the applicable provisions of the
Companies Act, 2013 and SEBI Listing Regulations. The
mechanism provides a secure and confidential channel
for Directors, employees, business associates and
other stakeholders to raise genuine concerns regarding
unethical conduct, suspected fraud or violations of the
Company''s Code of Conduct, without fear of retaliation.

The Vigil Mechanism is overseen by the Audit Committee.
The policy provides, in exceptional cases, for access to
the Chairperson of the Audit Committee. The policy is
available on the Company''s website.

14. PREVENTION OF SEXUAL HARASSMENT
ATWORKPLACE

The Company has adopted and implemented a Policy

on Prevention of Sexual Harassment at Workplace in
accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules made thereunder. The Company has
constituted an Internal Complaints Committee as required
under applicable law.

The Company remains committed to maintaining a safe,
inclusive and respectful workplace.

15. MATERNITY BENEFIT ACT, 1961

Pursuant to the applicable requirements of the Companies
(Accounts) Rules, 2014, the Company confirms that it has
complied with the provisions of the Maternity Benefit
Act, 1961, to the extent applicable to the Company and its
eligible employees during FY 2025-26.

16. RISKMANAGEMENT

The Company undertakes complex water infrastructure
projects, including lifting and pumping of secondary
treated water from available sources to designated ridge
points for replenishment of tanks, together with operation
and maintenance of such projects, including lift irrigation
systems. These projects contribute to groundwater
replenishment and agricultural productivity. Risk
management is therefore an integral part of enterprise
governance.

The Company''s risk management framework is designed
to identify, assess, prioritise and mitigate risks that may
affect the achievement of its objectives. The framework
is integrated with finance, strategy, internal controls,
procurement, business continuity, human resources and
compliance functions and is overseen at Board level.

The Company''s key business risks include project
execution and schedule risk, cost escalation, working-
capital requirements, regulatory and statutory approval
risk, environmental and safety risks, contractor/
subcontractor performance, client and counterparty risk,
weather-related disruption and contractual/performance
guarantee obligations. These risks are particularly
relevant to the Company''s water infrastructure,
groundwater recharge, lift irrigation, water conveyance
and related civil infrastructure projects. The Company
seeks to mitigate these risks through project controls,
contractual safeguards, internal controls, monitoring

mechanisms and periodic review by management and the
Board/its committees, as applicable.

The Company has a Risk Management Policy, which is
reviewed and updated from time to time.

PROJECT QUALITY, HEALTH AND SAFETY

Quality and safety remain important aspects of the
Company''s project execution activities. The Company
seeks to execute projects in accordance with contractual
specifications, technical standards, statutory
requirements and project-specific safety procedures.
Project teams monitor quality, construction practices,
material specifications, engineering requirements
and safety parameters, while the Company promotes
safe working practices and compliance with applicable
occupational health and safety requirements.

SUSTAINABLE WATER INFRASTRUCTURE

Sustainability is closely connected with the Company''s
principal business activities. Its focus on water
revitalisation, groundwater recharge and utilisation of
treated/recycled water supports more efficient use and
replenishment of water resources. The Company seeks to
incorporate appropriate engineering practices, resource
efficiency and environmental compliance into project
execution while balancing project requirements, cost,
quality and long-term operational considerations.

17. CORPORATE GOVERNANCE

The Company''s corporate governance philosophy is based
on integrity, transparency, accountability and responsible
conduct. The Corporate Governance Report for FY 2025¬
26 forms part of this Annual Report and contains the
disclosures required under the applicable SEBI Listing
Regulations.

18. BOARD OF DIRECTORS

As at March 31, 2026, the Board comprised eight Directors,
including four Executive Directors and four Non-Executive
Independent Directors, including a Woman Director.

The Company confirms that the composition of the
Board is in accordance with the applicable provisions of
the Companies Act, 2013 and SEBI Listing Regulations,
subject to the disclosures contained in the Corporate
Governance Report.

19. CHANGESINDIRECTORSANDKEY
MANAGERIAL PERSONNEL DURING THE
YEAR

During FY 2025-26, Ms. Nista U. Shetty, Non-Executive
Director and member of the CSR Committee, resigned
from the Board with effect from May 28, 2025 due to
her other commitments. Consequent to the change, the
CSR Committee was reconstituted and Ms. H. M. Hema,
Executive Director, was inducted as a member. The other
appointments, resignations and changes in designation
of Directors and Key Managerial Personnel during the year
are reflected in the statutory records, Board minutes and
applicable disclosures made by the Company.

20. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company for FY 2025¬
26, as applicable under Section 203 of the Companies Act,
2013, are:

21. COMMITTEESOFTHEBOARD

As at March 31, 2026, the Company had the following
Committees of the Board:

• Audit Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The detailed composition, meetings and terms of
reference of the Committees are provided in the Corporate
Governance Report forming part of this Annual Report.

22. DECLARATION BY INDEPENDENT
DIRECTORS

All Independent Directors of the Company have confirmed
that they meet the criteria of independence prescribed
under Section 149(6) of the Companies Act, 2013 and the
applicable SEBI Listing Regulations and have furnished
the requisite declarations and disclosures to the Company.

The Independent Directors have also confirmed that
they are not aware of any circumstance or situation
which exists or may reasonably be anticipated to impair
or impact their ability to discharge their duties with an
objective and independent judgment.

The Company has received the necessary declarations
regarding eligibility and proficiency in accordance with
applicable law.

23. BOARDMEETINGS

During FY 2025-26, 6 (Six) Board Meetings were held. The
intervening gap between two consecutive meetings was
within the prescribed statutory limit. The details of the
meetings and attendance of Directors are provided in the
Corporate Governance Report.

A separate meeting of the Independent Directors was
held on February 12, 2026, without the presence of Non¬
Independent Directors and members of management, to
review the performance of Non-Independent Directors
and the Board as a whole and to assess the quality,
quantity and timeliness of the flow of information between
management and the Board.

24. BOARD''S OPINION ON INTEGRITY,
EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS

During FY 2025-26, one Independent Director was
appointed to the Board. The Board considered the
declarations furnished by the Independent Directors
regarding eligibility, integrity, expertise, experience
and proficiency in accordance with the Companies Act,
2013 and applicable rules. Where applicable, proficiency
requirements were considered with reference to the
online self-assessment test administered by the Indian
Institute of Corporate Affairs.

25. BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013,
Rule 8 of the Companies (Accounts) Rules, 2014 and the
applicable SEBI Listing Regulations, the Board carried out
an annual performance evaluation of the Board as a whole,
its Committees, individual Directors and the Independent
Directors.

The evaluation covered, among other matters, the
composition and diversity of the Board, quality of
deliberations, effectiveness of decision-making,
preparedness and participation of Directors, discharge

of responsibilities, effectiveness of Committees and the
quality, quantity and timeliness of information provided to
the Board.

The performance evaluation of the Independent Directors
was undertaken by the Board without participation of the
respective Director being evaluated. The Independent
Directors, in their separate meeting, reviewed the
performance of Non-Independent Directors, the
Chairperson and the Board as a whole and assessed
the quality, quantity and timeliness of information flow
between management and the Board.

The Board is satisfied with the outcome of the evaluation
process and the effectiveness of the Board and its
Committees.

26. FAMILIARISATION PROGRAMME

The Company conducts familiarisation programmes for
Directors to keep them informed about the Company''s
business, industry developments, regulatory changes,
governance practices, risk management, operational
matters and financial performance. Newly appointed
Directors are provided with information regarding
their roles, responsibilities and duties and are given
opportunities to interact with Key Managerial Personnel
and senior management.

The details of the familiarisation programme are available
on the Company''s website.

27. DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Manish Jayasheel Shetty (DIN: 09075221), Managing
Director of the Company, retires by rotation at the
ensuing Annual General Meeting and, being eligible, has
offered himself for re-appointment. The proposal for
his re-appointment forms part of the Notice convening
the Annual General Meeting scheduled to be held on
September 24, 2026.

28. INTERNAL FINANCIAL CONTROLS AND
INTERNAL AUDIT

The Company has in place an adequate internal financial
control system commensurate with its size, scale and
complexity of operations. The controls are designed to
provide reasonable assurance regarding the orderly and
efficient conduct of business, safeguarding of assets,
prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely
preparation of reliable financial information.

The Audit Committee periodically reviews the internal
audit plan, significant findings and implementation of
corrective actions. The internal audit function, supported

by in-house resources and external expertise, conducts
independent reviews of processes, systems and controls.
During FY 2025-26, the internal controls were tested
and no material weakness was reported. The Company
continues to strengthen its controls through automation
and process improvements.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the
Directors confirm that:

• in the preparation of the annual accounts for FY
2025-26, the applicable accounting standards have
been followed and there are no material departures
therefrom;

• the accounting policies selected have been applied
consistently and the judgments and estimates made
are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company and of
the profit and cash flows for the year;

• proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

• the annual accounts have been prepared on a going
concern basis;

• proper internal financial controls were laid down and
such internal financial controls are adequate and
were operating effectively; and

• proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and such systems were adequate and operating
effectively.

30. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility Committee in accordance with Section 135
of the Companies Act, 2013. As at March 31, 2026, the CSR
Committee comprised Mr. R. Narendra Babu, Brigadier
(Retd.) Gopalakrishna Kumaraswamy and Ms. H. M. Hema.

Following the resignation of Ms. Nista Shetty, Director and
member of the CSR Committee, with effect from May 28,
2025, the Board reconstituted the CSR Committee and
inducted Ms. H. M. Hema as a member.

The Company''s CSR initiatives primarily focus on
education and community development. During FY 2025¬
26, the Company implemented the project "Providing
Infrastructure Facilities, Refurbishing, Restoration &
Renovation of Government Pre-Graduation College (High

School Division), Santhebachahalli, K.R. Pete Taluk,
Mandya District”. The initiative was undertaken with the
objective of improving educational infrastructure and
creating a safer and more conducive learning environment
for students.

The Company allocated an amount equivalent to 2% of the
average net profits of the three immediately preceding
financial years, calculated in accordance with Section 198
of the Act, for CSR activities in accordance with its CSR
Policy and Annual Action Plan.

There was no unspent CSR amount requiring transfer
under Section 135(6) of the Companies Act, 2013 for FY
2025-26.

The Annual Report on CSR Activities is annexed to this
Report as Annexure 5.

31. AUDITORS

31.1 StatutoryAuditors

M/s Maheshwari & Co., Chartered Accountants, the
Statutory Auditors of the Company, have submitted the
Independent Auditors'' Reports on the standalone and
consolidated financial statements for FY 2025-26, which
form part of this Annual Report.

The Auditors'' Reports do not contain any qualification,
reservation, adverse remark or disclaimer requiring
explanation or comments by the Board.

31.2Frauds Reported by Auditors

During FY 2025-26, there were no frauds reported by the
Statutory Auditors under Section 143(12) of the Companies
Act, 2013.

31.3Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013, M/s
Girish G R & Associates, Practising Cost Accountants
(Membership No. 40207), were appointed as Cost Auditors
for conducting the audit of cost records for FY 2025-26, as
applicable. The cost audit report is being completed/filed
within the prescribed statutory timeline.

The remuneration of the Cost Auditor for FY 2026-27, if
subject to ratification by Members, will be placed before
the Members at the ensuing Annual General Meeting in
accordance with applicable law.

The Company maintains cost records as applicable under
Section 148(1) of the Companies Act, 2013.

31.4Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI Listing Regulations, based on
the recommendation of the Audit Committee, the Board
of Directors at its meeting held on May 28, 2025 approved/

recommended the appointment of M/s R. N. Bhat and
Associates, Practising Company Secretaries, Bengaluru,
as Secretarial Auditor of the Company for a term of five
consecutive financial years from FY 2025-26 to FY 2029¬
30, approval of the Members has been duly obtained at the
AGM held on August 22,2025, wherever applicable.

The Secretarial Audit Report in Form MR-3 for FY 2025-26
forms part of this Report as Annexure 6. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer requiring
explanation or comments by the Board.

31.5lnternal Auditors

The Company has established an internal audit framework
comprising in-house resources through its Corporate
Assurance Department and external expertise from M/s S
P M L & Associates, Chartered Accountants. The Internal
Auditors report to the Audit Committee and present their
observations and recommendations periodically.

32. PARTICULARS OF EMPLOYEES AND
REMUNERATION DISCLOSURES

The disclosures required under Section 197 of the

Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014- there is no directors or employee who
receives one crore and two lakh rupees in the financial
year.

33. CONSERVATION OF ENERGY

Pursuant to Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, the Company has undertaken measures
for conservation of energy in its project execution and
operational activities. These include the use of energy-
efficient pumps and pumping systems, monitoring and
control systems for efficient operation of equipment, and
appropriate operating and maintenance practices. The
Company also promotes awareness among employees
and project personnel regarding efficient use of energy,
optimum operation of equipment, preventive maintenance
and avoidance of unnecessary energy consumption.

Capital investment on energy
conservation equipment

34. TECHNOLOGY ABSORPTION

The Company continues to evaluate and adopt
technologies relevant to water infrastructure, water and
wastewater treatment and groundwater recharge based
on project requirements, technical feasibility and lifecycle
efficiency. The Company has experience with CAMUS
(Continuous Advanced Mite Utilizing System), NEBR
(Natural Endogenous Bio Reactor) and SBR (Sequencing
Batch Reactor). These technologies support efficient
treatment and resource optimisation, with certain
technologies designed to reduce land requirements,
sludge generation and energy demand.

35. FOREIGN EXCHANGE EARNINGS AND
OUTGO

During FY 2025-26, the Company''s foreign exchange
earnings and outgo were as follows:

36. DEPOSITS

The Company has not accepted any deposits within the
meaning of Sections 73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules,
2014 during FY 2025-26.

37. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and approved by the Central Government under
Section 118(10) of the Companies Act, 2013.

38. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed
by regulators, courts or tribunals impacting the going
concern status of the Company and its operations in
future during FY 2025-26.

There was no instance of one-time settlement with any
bank or financial institution during the year. Accordingly,
the disclosure relating to the difference between the
amount at the time of one-time settlement and the
valuation while obtaining loans from banks/financial
institutions is not applicable.

39. INSOLVENCY AND BANKRUPTCY CODE,
2016

During FY 2025-26, no application was made and no
proceeding was pending against the Company under the
Insolvency and Bankruptcy Code, 2016 as at March 31,
2026.

40. LOANS, GUARANTEES AND INVESTMENTS
UNDERSECTION 186

During FY 2025-26, the Company made loans/issued
guarantees and made investments subject to the

provisions of Section 186 of the Companies Act, 2013. The
principal transactions reported by the Company are set
out below:

The Company has complied with the applicable provisions
of Section 186 of the Companies Act, 2013, including
applicable approvals and limits. The relevant transactions
are disclosed in the financial statements and records of
the Company.

41. LOANS FROM DIRECTORS

The Company did not have any loan from Directors during
FY 2025-26.

42. DEMATERIALISATION / DEPOSITORY
SYSTEM

The equity shares of the Company are available for trading
in dematerialised form through the depository system. As
at March 31, 2026, the paid-up equity share capital was
held in dematerialised form through National Securities
Depository Limited (NSDL) and Central Depository
Services(lndia) Limited (CDSL), through the Registrar and
Transfer Agent.

43. REGISTRAR AND TRANSFER AGENT

The Company has appointed Integrated Registry
Management Services Private Limited, having its
registered office at No. 30, Ramana Residency, 4th Cross,
Sampige Road, Malleswaram, Bengaluru - 560003, as
its Registrar and Transfer Agent for handling investor-
related services including transfer, transmission,
dematerialisation, rematerialisation, dividend distribution
and other allied services.

Investor grievance e-mail: [email protected] /
[email protected]. SEBI Registration No.:
INR000000544.

44. COMPLIANCE WITH APPLICABLE LAWS

The Company has systems and procedures in place to
monitor compliance with applicable laws, rules and
regulations. The Board and its Committees periodically
review significant compliance matters through the
governance and reporting framework of the Company.

45. OTHER DISCLOSURES

The Company has not issued any sweat equity shares

46. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere
appreciation and gratitude to the Banks, Financial
Institutions, Lenders, Joint Venture Partners, Business
Associates, Customers, Government of India, State
Governments, regulatory and statutory authorities,
investors, shareholders, corporations, municipalities
and all other stakeholders for their continued support,
guidance and cooperation.

The Board also acknowledges and appreciates the

Notes:

The above figures are extracted from the audited standalone
and consolidated financial statements of the Company as per
the Indian Accounting Standards (Ind AS).

Company''s Performance

The Board is pleased to present the operational performance
of the Company for the financial year ended 31st March,
2025. During the year, the Company recorded revenue from
operations of ^2,032.85 million, Notably, the Company achieved
a net profit of ^528.93 million after accounting for all expenses
and taxes. The management remains optimistic about building
on this performance and is confident in its ability to further
enhance revenue and profitability in the coming years. We
sincerely thank our stakeholders for their continued trust and
support, and we look forward to achieving greater milestones
together.

Dividend:

The Company recommended / declared dividend as
under:

The Board of Directors has recommended a final dividend of
^2.50 per equity share of face value ^10 each, fully paid-up, for
the financial year 2024-25. This recommendation reflects the
Company''s commitment to delivering value to its shareholders
while maintaining a balanced approach towards growth and
financial prudence. The dividend is subject to approval by the
shareholders at the ensuing Annual General Meeting.

Note:

The Company declares and pays dividend in Indian rupees.
Companies are required to pay / distribute dividend after
deducting applicable withholding income taxes. The remittance
of dividends outside India is governed by Indian law on foreign
exchange and is also subject to withholding tax at applicable
rates.

Recommended by the Board of Directors at its meeting held
on July 22, 2025. The payment is subject to the approval of the
shareholders at the ensuing AGM of the Company to be held on
August 22, 2025. The record date for the purposes of the final
dividend will be August 14, 2025, and payment will be made
within 30 days.

The 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"), is available on the Company''s website at https://
www.denta.co.in/ .

Transfer to reserves

We do not propose to transfer any amount to the general
reserve on declaration of dividend.

Changes in the nature of business

The Company did not undergo any change in the nature of its
business during fiscal 2025.

After the closure of the Last Annual General Meeting
up to the present date, some milestone events have
taken place:

The Company''s IPO received an overwhelming response from
the investors and the issue was oversubscribed. Consequently,
the Equity Shares of your Company listed on the National Stock
Exchange of India Limited (''NSE'') and BSE Limited (''BSE''). The
Company was listed on both the NSE and BSE on January 29,
2025. We are pleased to inform you that during the financial
year 2024-25, the Company undertook well-planned and
strategic initiatives to access the capital markets for raising
public funds, primarily to meet operational and working capital
requirements. We remain confident that these developments
will significantly contribute to advancing our business priorities,
enabling long-term growth and financial stability.

The details of the utilisation of fund as on March 31,
2025 are given below:

Si Particulars Amount

Share Capital and Finance

Equity Share Capital:

During the financial year 2024-25, there was a change in the
paid-up equity share capital of the Company pursuant to the
Initial Public Offering (IPO). The Company issued 75,00,000
equity shares of face value ^10 each to the public. As a result,
the total paid-up equity share capital of the Company stands
at ^267,000,000, comprising 26,700,000 equity shares of ^10
each, fully paid-up.

Material Changes and Commitments

There were 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, other than those
disclosed elsewhere in this report.

Management Discussion and Analysis

The Management Discussion and Analysis of your Company''s
performance is enclosed as a separate report forming part of
Annexure to this Annual Report.

Credit Rating

During the year under review, the Company''s borrowing
facilities were evaluated by CARE Ratings Limited. The credit
rating assigned i.e BBB reflects the Company''s financial strength,
operational performance, and overall creditworthiness.
The rationale for the assigned rating, along with detailed
information, is available on the official website of CARE Ratings
at www.careedge.in

Annual Return

Pursuant to the provisions of Section 134(3) (a) and Section
92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the extract of
the Annual Return of the Company for the Financial Year 31st
March, 2025 is uploaded on the website of the Company and
can be accessed at www.denta.co.in.

Corporate Policies

The Board of Directors of the Company has formulated
various statutory policies and codes as mandated under the
Companies Act, 2013 and SEBI Regulations, from time to time.
These policies are periodically reviewed and updated by the
Board and its Committees to ensure alignment with the latest
regulatory amendments and best governance practices. The
updated versions of these policies and codes are available on
the Company''s website at www.denta.co.in.

Subsidiaries, Joint Ventures & Associates- Consolidated
Financial Statements

The Consolidated Financial Statements of the Company for
the financial year ended March 31, 2025 are prepared in
compliance with the applicable provisions of the Act including
Indian Accounting Standards specified under Section 133 of the
Act. The audited consolidated financial statements together
with the Auditors'' Report thereon forms part of this Annual
Report. Pursuant to the provisions of Section 136 of the Act, the
financial statements of the Subsidiaries, Associates and Joint
Venture entities of the Company are available for inspection
by the Members at the Registered Office of the Company. Your
Company shall provide a copy of the financial statements of
its Associate Firm''s to the Members upon their request. The
details of Subsidiaries, Joint Ventures & Associates are provided
as Annexure to this Board Report

Related Party Transactions

All transactions entered into with Related Parties by the
Company, during the year under review, were in the ordinary
course of business and at arm''s length basis and in accordance
with the provisions of the Act and the SEBI LODR. There were
no materially significant Related Party Transactions entered
into by the Company with the Promoters, the Directors, the
Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company
at large.

The details of the same are given in the notes to the Financial
Statements. The Related Party Transactions were placed before
the Audit Committee for their review, consideration and
approval / recommendation and then placed before the Board
for suitable noting / approval. Amended Policy on Materiality
of Related Party Transactions and on dealing with Related
Party 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 as
Annexure to the Board''s report.

Whistle Blower Policy / Vigil Mechanism

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Vigil
Mechanism Policy (Whistle Blower Policy) to provide a secure
and confidential channel for its Directors, employees, business
associates, and other stakeholders to report genuine concerns
regarding unethical practices, suspected fraud, or any violation
of the Company''s Code of Conduct, without fear of retaliation.

The Vigil Mechanism ensures transparency and accountability
by offering dedicated contact details for reporting concerns.

The functioning of this mechanism is periodically reviewed and
overseen by the Audit Committee of the Board.

The Vigil Mechanism Policy is available on the Company''s
website at www.denta.co.in.

Policy on Prevention of Sexual Harassment at
Workplace

Your Company has adopted and implemented a Policy on
Prevention of Sexual Harassment at Workplace in accordance
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act") and the Rules framed thereunder. The policy
aims to foster a safe, inclusive, respectful, and equitable work
environment, and underscores the Company''s commitment to
a ''Zero Tolerance'' stance toward any form of sexual harassment.

The Internal Complaints Committee (ICC), constituted as per
the requirements of the POSH Act, is responsible for redressal
of complaints relating to sexual harassment, if any, in a timely
and confidential manner.

During the financial year 2024-25, no complaints of sexual
harassment were received by the Company. An Annual Report
containing the details of any such complaints, if received and
disposed of, is maintained as per the statutory requirements.

The POSH policy is available on the Company''s website and can
also be accessed by employees as required.

Statement Concerning Development and
Implementation of Risk Management Policy of the
Company:

Your Company undertakes complex water infrastructure
projects, including the lifting and pumping of secondary treated
water from available sources to designated ridge points for the
replenishment of tanks. These initiatives contribute significantly
to the improvement of groundwater levels and agricultural
productivity. The Company also assumes responsibility for the
Operation and Maintenance (O&M) of such projects, including
lift irrigation systems, typically for a period of five years post¬
commissioning.

At Denta, risk management is viewed as a core component
of enterprise governance. We believe it should be seamlessly
embedded within the overall management framework and
integrated with key business functions such as finance,
strategy, internal controls, procurement, business continuity
planning, human resources, and compliance. Our approach to
Enterprise Risk Management (ERM) is holistic and structured,
guided by clearly defined frameworks and processes initiated
at the Board level.

The objective of the Risk Management Policy is to systematically
identify, assess, and mitigate potential risks that may impact
the achievement of the Company''s objectives. The Policy is
periodically reviewed and updated by the Board of Directors
to ensure its effectiveness and relevance in a dynamic business
environment.

Business Environment - Risks and Concerns:

While pursuing its corporate mission and strategic goals, the
Company remains mindful of the inherent risks associated with
its operations. The infrastructure and civil construction sector
is inherently high-risk, with challenges such as cost pressures,
tight execution timelines, regulatory uncertainties, and
environmental factors. The Company operates under stringent
time and cost constraints, where project delays may lead to
significant cost overruns and reputational risk.

The Risk Management Policy aims to strike an optimal
balance between leveraging the Company''s strengths and
opportunities, while addressing and mitigating identified
and potential threats. This proactive approach enables the
Company to sustain growth, protect stakeholder value, and
maintain operational resilience.

Corporate governance

Our corporate governance philosophy

Our corporate governance practices are a reflection of our value
system encompassing our culture, policies, and relationships
with our stakeholders. Integrity and transparency are key to
our corporate governance practices to ensure that we gain and
retain the trust of our stakeholders at all times. Our Corporate
governance report for fiscal 2025 forms part of Annexure to
this Integrated Annual Report.

Board of Directors

Your Company, being professionally managed, functions under
the 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 an
Executive Chairman, an Executive Woman Director, and one
Independent Director.

Further, one of the existing Woman Directors has tendered her
resignation. The Board places on record its appreciation for the
valuable contributions made by the outgoing Director during
her tenure.

Composition of the Board as on March 31, 2025:

As on March 31, 2025, the Board of Directors of the Company
comprised six Directors, reflecting a balanced mix of Executive
and Non-Executive members, including Independent Directors
and a Woman Director. The composition is in compliance with
the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

The composition of the Board is as follows:

Mr. Manish Jayasheel Shetty - Managing Director
Mr.Sujith Rajashekar Tumkur - Whole Time Director
Ms. Nista Udayakumar Shetty - Non - Executive Director
Mr. Rudraiah Narendra Babu - Independent Director
Mr. Gopalakrishna kumaraswamy - Independent Director
Mr. Pradeep Nanjunde Gowda - Independent Director
Key Managerial Personnel (KMP)

The Key Managerial Personnel (KMP) of your Company as per
Section 203 of the Act, during the financial year ended March
31,2025 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 Compliance
Officer.

Committees of the Board

As on March 31, 2025, the Board had 4 committees: Audit
Committee, Corporate Social Responsibility Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship Committee.

A detailed note on the composition of the Board and its
committees is provided in the Corporate governance report,
which forms part of this Integrated Annual Report.

Declaration of Independence by the
Independent Directors

All Independent Directors of your Company have confirmed
that they meet the "Independence criteria" laid down under
the Section 149(6) of the Act and Regulation 16(1)(b) of SEBI
LODR. In addition, they continue to maintain their directorship
within the prescribed maximum limits as prescribed under the
SEBI LODR. The Independent Directors provided necessary
declarations/disclosures to the Company in this regard.

Number of Meetings of the Board

During the Financial Year 2024-25, 12 (Twelve) number of
Board meetings were held and the details of same are given
in the Corporate Governance Report forming part of this
Annual Report. The intervening gap between consecutive
meetings was not more than one hundred and twenty (120)
days as prescribed by the Companies Act, 2013 and applicable
provisions.

Pursuant to the requirements of Schedule IV to the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, separate Meetings of the
Independent Directors of the Company was also held on January
16, 2025 without the presence of Non- Independent Directors
and members of the management, to inter alia review the
performance of Non-Independent Directors and the Board as
a whole, taking into account the views of Executive Directors,
Non-Executive Non-Independent Director and also to assess
the quality, quantity and timeliness of flow of information
between the Company Management and the Board.

Board''s Opinion on Integrity, Expertise and Experience
(Including the Proficiency) of the Independent
Directors Appointed During the Year

During the financial year 2024-25, there was no appointment
of 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 the
Companies Act, 2013 and the relevant rules, the Board has
taken note of the declarations submitted by all Independent
Directors confirming compliance with the prescribed eligibility
and proficiency requirements. Where applicable, the
proficiency of Independent Directors has been ascertained
through the online self-assessment test conducted by the
Indian Institute of Corporate Affairs (IICA).

Board Evaluation

In accordance with the provisions of Section 134(3)(p) of the
Companies 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 evaluation
of itself, its Committees, and individual Directors.

The performance evaluation of Independent Directors was
conducted by the Board without the participation of the
respective Director being evaluated. In a separate meeting of
Independent Directors, the performance of Non-Independent
Directors, the Board as a whole reviewed.

The evaluation process involved a comprehensive assessment
of various aspects, including the structure and composition of
the Board, its culture, functioning, decision-making processes,
and effectiveness in discharging governance responsibilities.
Committee evaluations focused on parameters such as
composition, frequency and effectiveness of meetings, and the
quality of recommendations made to the Board.

Individual Directors were assessed based on their level
of preparedness, active participation, and meaningful
contributions during meetings.

Independent Directors were evaluated collectively by the
entire Board, based on criteria such as integrity, professional
expertise, engagement, and adherence to ethical standards.
The Board of Directors has expressed satisfaction with the
overall performance evaluation process and its outcomes.

Familiarisation Programme

As part of the Familiarisation Programme, the Company
conducts regular sessions and seminars for its Directors to keep
them informed about the latest developments in the industry,
regulatory landscape, and the Company''s business processes
and strategy. These programmes cover a wide range of topics,
including legal and regulatory updates, governance practices,
risk management, operational procedures, and quarterly
financial performance, among others.

At the time of their appointment, each Director is issued a
formal letter outlining their roles, responsibilities, duties, and
the expectations of the Board. Directors are also given full
access to interact with Key Managerial Personnel and Senior
Management, enabling them to gain deeper insight into the
Company''s operations. They are provided with all relevant
documents and information they may require to discharge their
responsibilities effectively and to develop a comprehensive
understanding of the Company''s business model and strategic
direction.

Re-appointment of Managing Director

Mr. Manish Jayasheel Shetty (DIN: 09075221) was appointed as
the Managing Director of the Company for a period of two years,
effective from September 21st 2023 . As his current tenure
is nearing completion, and based on the recommendation of
the Nomination and Remuneration Committee, the Board of
Directors, at its meeting held on July 22, 2025, has proposed to
re-appoint Mr. Manish Jayasheel Shetty as Managing Director
for 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 Notice
of the ensuing Annual General Meeting for the shareholders''
consideration and approval.

Re-appointment of Director retiring by Rotation

In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Sujith T R
(DIN: 07637371), Director of the Company, retires by rotation
at the ensuing Annual General Meeting and, being eligible, has
offered himself for re-appointment.

The proposal for his re-appointment forms part of the Notice
convening the Annual General Meeting scheduled to be held
on August 22, 2025, for your consideration and approval.

Internal Control Over Financial Reporting

The Company has in place an adequate and effective internal
financial control system commensurate with its size, scale, and
complexity of operations, in compliance with the requirements
of the Companies Act, 2013. The key highlights are as follows:

1. The internal financial controls are designed to
ensure the orderly and efficient conduct of business,
including adherence to policies, safeguarding of assets,
prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely
preparation of reliable financial information.

2. The Audit Committee of the Board periodically reviews
the internal audit plan, evaluates significant findings,
and provides its observations and recommendations to
both the Internal Auditors and Statutory Auditors to
strengthen the control framework.

3. The internal controls were tested during the year and no
material weaknesses were reported. The systems have
been found to be adequate and operating effectively.

4. The Company continues its efforts to automate and
strengthen internal controls, thereby enhancing their
efficiency and reliability.

5. The Company follows robust accounting policies in line
with the Indian Accounting Standards (Ind AS) as notified
under Section 133 of the Companies Act, 2013, read with
the Companies (Indian Accounting Standards) Rules, 2015,
and as per Generally Accepted Accounting Principles
(GAAP) in India.

Internal Control / Audit & Its Adequacy

Your Company has established a robust internal control system
designed to identify, assess, and mitigate various business
and operational risks. This control environment is supported
by 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 commensurate
with the size and complexity of the Company''s operations. It
is designed to provide reasonable assurance regarding the

following key areas:

1. Achievement of the Company''s strategic and operational
objectives;

2. Efficiency and effectiveness of business processes;

3. Prevention and timely detection of frauds and errors;

4. Protection and safeguarding of assets from unauthorized
use or disposition;

5. Compliance with applicable laws, regulations, and internal
policies;

6. Accuracy and reliability of financial reporting and
disclosures.

The internal audit function, supported by both internal
and external resources, conducts regular and independent
reviews of various processes, systems, and controls. The Audit
Committee of the Board reviews the audit findings, monitors
the implementation of audit recommendations, and ensures
that necessary corrective actions are taken promptly.

The Company remains committed to continual improvement
in its internal control and audit systems, including increased
automation and process refinement to strengthen governance
and risk management.

Directors'' Responsibility Statement

The financial statements of the Company for the financial year
ended March 31, 2025 have been prepared in accordance with
the Indian Accounting Standards (Ind AS) as notified under
Section 133 of the Companies Act, 2013, read with Rule 3 of
the Companies (Indian Accounting Standards) Rules, 2015
and relevant amendments issued thereafter. The financial
statements follow the accrual basis of accounting, except for
certain financial instruments which are measured at fair value,
and defined benefit liabilities/(assets), which are recognized at
the present value of the defined benefit obligation less the fair
value of plan assets. The statements have also been prepared
in accordance with the provisions of the Companies Act, 2013
and guidelines issued by the Securities and Exchange Board of
India (SEBI). Accounting policies have been applied consistently,
except where new or revised standards have been adopted,
necessitating a change in accounting policy.

The Directors hereby confirm that:

• In the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed and there are no material
departures.

• The accounting policies selected have been applied
consistently, and judgments and estimates made are
reasonable and prudent so as to give a true and fair view

of the state of affairs of the Company and the profit for the
year under review.

• Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities.

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

• The Directors have laid down internal financial controls
to be followed by the Company and such controls are
adequate and operating effectively.

• Proper systems have been devised to ensure compliance
with the provisions of all applicable laws, and such systems
are adequate and operating effectively.

Corporate Social Responsibility (CSR)

The Company has constituted a Corporate Social Responsibility
(CSR) Committee in compliance with the provisions of Section
135 of the Companies Act, 2013. As on March 31, 2025, the CSR
Committee 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 committed
to contributing to the nation''s sustainable and inclusive growth.
The Company''s CSR initiatives primarily focus on promoting
education, in line with its vision of building a better and more
equitable 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 passing
circular resolution reconstituted the CSR Committee. Ms. Hema
H. M, Executive Director of the Company, was inducted as a
member of the Committee in accordance with the applicable
provisions of the Act.

The Annual Report on CSR activities undertaken by the
Company during the financial year 2024-25, as required under
the Companies (Corporate Social Responsibility Policy) Rules,
2014, is annexed to this Report as Annexure. The CSR Policy of
the Company is available on the website and can be accessed
at www.denta.co.in.

In terms of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as
amended from time to time ("CSR Rules") and in accordance
with CSR Policy and in accordance with the Annual Action

Plan, your Company allocated an amount equivalent to 2% of
the average net profits (calculated as per Section 198 of the
Act) of its three (3) immediately preceding financial years for
implementation of CSR activities.

Pursuant to the provisions of Section 135(6) of the Companies
Act, 2013, there was no unspent amount for the FY 2024-25
pertaining to ongoing projects which has to be transferred to a
separate bank on or by April 30, 2025.

Further, during the year, your Company implemented the
following CSR projects:

a) "Providing Infrastructure Facilities, Refurbishing, Restoration
& Renovation of Government Pre-Graduation College (High
School Division), Santhebachahalli, K.R.Pete Taluk, Mandya
District"

The details of the aforesaid projects are covered in the annual
report on our CSR activities forming part of this Board''s Report.

The CSR Committee of the Board has been constantly reviewing
the projects and gives directions to expedite implementation of
the projects undertaken.

Audit reports and auditors

Statutory Auditors

The Statutory Auditors of the Company i.e Maheshwari & Co
have submitted Independent Auditors'' reports for FY 2024-25
and is forming part of this Annual Report. The Auditor''s Report
on Standalone and Consolidated Financial Statements of the
Company for the financial year ended March 31, 2025, does
not contain any qualification, reservation or adverse remark.

Cost Auditor

Pursuant to the provisions of the Section 148(1) of the Act, Girish
G R & Associates,Practicing Cost Accountant (Membership
No.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 Cost
Auditor will be filed with the Authority within the prescribed
time. A proposal for ratification of remuneration of the Cost
Auditors for the FY 2025-26 will be placed before the Members
of the Company at the ensuing AGM. The cost records, as
applicable to the Company are maintained in accordance with
the Section 148(1) of the Act

Secretarial Auditors

The Board of Directors had appointed R.N Bhat and Associates
Practicing Company Secretaries, Bengaluru as the Secretarial
Auditors of the Company for the FY 2024-25. The Secretarial
Audit Report was placed before the Board and it does not
contain any qualification, reservation or adverse remark. The

Report of the Secretarial Auditors is enclosed as Annexure to
the Board''s Report. Your Board has on May 28, 2025, appointed
R.N Bhat and Associates Practicing Company Secretaries,
Bengaluru as the Secretarial Auditors of the Company the board
also proposes and recommended the Secretarial auditor to be
appointed in the ensuing annual General Meeting for a period
of Five Consecutive years to conduct the secretarial Audit from
FY 2025-26 to financial year 2029-30.

Internal Auditors

Your Company has established a robust Internal Audit
framework comprising both in-house resources through its
Corporate Assurance Department and external expertise from
M/s S P M L & Associates, Chartered Accountants. The Internal
Audit function is designed to provide independent, objective
assurance and consulting services aimed at adding value and
enhancing the efficiency and effectiveness of the Company''s
operations.

The Internal Auditors report directly to the Audit Committee
and make detailed presentations at its meetings, covering key
business areas and control environments as required by the
Committee from time to time. The Internal Audit activities
are conducted jointly by M/s S P M L & Associates, Chartered
Accountants, and the Corporate Assurance Department,
ensuring a comprehensive and systematic approach to risk
management and internal controls.

During the year under review, no instances of fraud have been
reported by the Internal Auditors to the Audit Committee or
the Board of Directors under Section 143(12) of the Companies
Act, 2013 and the rules made thereunder.

Particulars of Energy Conservation and
Technology Absorption:

(A) Conservation of energy

Pursuant to Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules,
2014, the Company has undertaken various initiatives to
conserve energy and adopt advanced technologies in its
operations. 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 operational
processes, including the use of energy-saving pumps,
smart monitoring systems.

(i) The steps taken or impact on conservation of
energy: Encouraging employees to turn off lights and
electronics when not in use, taking the stairs when
possible.

(ii) (ii) The capital investment on energy conservation
equipment: NA

(B) Technology absorption-

The Company is also committed to technological
advancement and has made continued efforts towards
the absorption and adaptation of modern technologies
relevant to its business. These initiatives have contributed
to operational efficiency, improved service delivery, and
cost effectiveness.

(C) Foreign exchange earnings and Outgo

During the financial year under review, the Company''s
foreign exchange earnings and outgo were as follows:

• Foreign Exchange Earnings: R Nil

• Foreign Exchange Outgo: ^2,54,460/-

Other Disclosures

Deposits:

Your Company has not accepted any deposit within the meaning
of Sections 73 and 74 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being
in force), during the year under review.

Secretarial Standards:

The Company has complied with applicable Secretarial
Standards issued by the ICSI.

Significant and Material Orders Passed by the
Regulators or Courts or Tribunals Impacting the Going
Concern Status And Company''s Operations In Future

a. There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company''s operations in future.

b. There was no instance of one-time settlement with any
bank or financial institution.

Insolvency And Bankruptcy Code, 2016

There is no Corporate Insolvency Resolution Process initiated
under the Insolvency and Bankruptcy Code, 2016 (IBC).

Particulars of Loans, Guarantees or Investments Made
Under Section 186 of The Companies Act, 2013:

There were no loans, guarantees made by the Company under
Section 186 of the Companies Act, 2013 during the year under
review.

During the year, the Company has made investments in Debt
Mutual Funds and Other MF amounting to ^1,86,53,308.46, in
compliance with Section 186 of the Companies Act, 2013."

Loans from Directors of the Company:

The Company does not have any loan during the year.
Depository System

Your Company''s shares are tradable through electronic mode
only. As on the financial year ended March 31, 2025, the total
paid-up capital as mentioned above are held in dematerialized
mode connected with both the depositories viz. the National
Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) through the Registrar and
Transfer Agent (RTA) for the equity shares.

Registrar and Transfer Agent (RTA)

The Company has appointed INTEGRATED REGISTRY
MANAGEMENT SERVICES PRIVATE LIMITED having its
registered office at Integrated Registry Management
Services Private Limited, No 30 Ramana Residency,4th Cross
Sampige Road, Malleswaram, Bengaluru 560 003, Telephone:
080-23460815/816/817/818, Investor grievance e-mail:
[email protected]/ [email protected]

Website: www.integratedindia.in. SEBI registration number:
INR000000544], as its Registrar and Transfer Agent (RTA) for
handling all investor-related services including share transfers,
transmission, dematerialization, rematerialization, dividend

distribution, and other allied activities. Shareholders are
requested to correspond directly with the RTA for all queries
relating to their shareholding.

Acknowledgements

The Board of Directors places on record its sincere appreciation
and 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 for
their continued support, guidance, and cooperation extended
to the Company.

The Board also acknowledges and deeply appreciates the
commitment, dedication, and hard work of the employees
at all levels, who continue to be the driving force behind the
Company''s performance and grow.

For DENTA WATER AND INFRA SOLUTIONS LIMITED
C Mruthyunjaya Swamy Manish Jayasheel Shetty

Swamy Chairman and Managing Director

Executive Director DIN: 09075221

DIN:11064809