Market

Director's Report

You can view full text of the latest Director's Report for the company.

DIRECTORS' REPORT

Denta Water and Infra Solutions Ltd.

GO
Market Cap. ( ₹ in Cr. ) 902.33 P/BV 4.60 Book Value ( ₹ ) 73.39
52 Week High/Low ( ₹ ) 381/251 FV/ML 10/1 P/E(X) 17.06
Book Closure 14/08/2025 EPS ( ₹ ) 19.81 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors hereby submits the report of the business and operations of Denta Water and Infra Solutions Limited ("the
Company" or "DWISL"), along with the audited financial statements, for the financial year ended March 31, 2025. The consolidated
performance of the Company has been referred to wherever required.

Results of our operations and state of affairs:

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

(in Millions)

Particulars

Standalone

Consolidated

Financial Year
2024-25
(FY 2025)

Financial Year
2023-24
(FY 2024)

Financial Year
2024-25
(FY 2025)

Financial Year
2023-24
(FY 2024)

Revenue from operations

2,032.85

2,385.98

2,032.85

2,385.98

Other income

47.45

30.88

47.45

32.39

Total income

2,080.30

2,416.86

2,080.30

2,418.37

Expenses

- Cost of material and services consumed

1,232.74

1,519.78

1,232.74

1,519.78

- Employee Benefits expenses

56.59

36.21

56.59

36.21

- Finance Cost

3.59

5.02

3.59

5.07

- Depreciation and amortisation expenses

5.18

4.85

5.18

4.85

- Other expenses

66.57

38.61

66.64

38.61

Total Expenses

1,364.67

1,604.48

1,364.74

1,604.53

Profit/(Loss) Before Tax

715.63

812.38

715.56

813.84

Current tax

186.66

206.86

186.66

208.21

Deferred tax

0.05

0.95

0.05

0.95

Profit/(Loss) After Tax

528.93

604.57

528.85

604.68

EPS Basic and Diluted

25.83

31.49

25.83

31.49

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

1

Gross Proceeds of the Fresh Issue

220.50

2

Less: Offer Expenses in relation to the
Fresh Issue

25.16

3

Net Proceeds of the Fresh Issue

195.34

4

Amount utilized as per the objects of
the issue (as on 31.03.2025)

88.03

5

Balance Amount (Pending Utilisation)

133.30

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:
giri@integratedindia.in/ dentaipo@integratedindia.in

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