DJ Mediaprint & Logistics Ltd Directors Report

Dear Members,

The Board of Directors (“Board”) are pleased to present the Companys Fifteenth (15th) Annual Report on business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the year ended March 31, 2024.

I. FINANCIAL PERFORMANCE

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (“Act”) read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31, 2024 and March 31, 2023 are Ind AS compliant.

The financial highlights of your Company for the year ended March 31, 2024 are summarized as follows: (INR. in lakhs)

Particulars	For the	For the
	Year ended	Year ended
	31.03.2024	31.03.2023
Revenue from	5701.10	5055.36
Operations (Net)
Other Income	20.92	17.84
Total Revenue	5725.02	5073.19
Total Expenditure	5094.29	4615.01
Profit Before Tax	630.73	458.19
Tax Expenses	126.78	125.38
Profit After Tax	503.95	332.81
Earnings per share ()	4.65	3.07

a. Overview of Performance

During the Financial Year under review, the Company showcased an impressive performance, achieving a robust turnover of a total revenue of Rs. 5725.02 lakhs, a increase from Rs. 5073.19 lakhs significant in the corresponding previous financial year. The EBIDTA margin, as a percentage of sales, also demonstrated strength, with EBITDA growing from Rs. 852.30 lakhs in the previous year to Rs. 1406.71 lakhs in the year under review.

Net profit (before tax) exhibited a phenomenal growth rate of 37.66 %, soaring from Rs. 458.19 lakhs in the previous year to Rs. 630.73 lakhs in the year under review. Meanwhile, net profit (after tax) marked an impressive growth rate of 51.42%, rising from Rs. 332.81 lakhs to Rs. 503.95 lakhs. The Board of Directors commend the robust growth in the operations of the Company, particularly in its diverse segments including

Printing, Mailing, Logistics, Scanning, Record Management, and Newspaper Advertisement.

As of 31st March, 2024, the total debt of the Company stood at Rs. 15.46 crores, compared to Rs. 10.88 crores in March 2023. The Company is strategically planning to augment long-term funds to further expand and diversify its business in due course. The Companys success can be attributed to its ability to attract new customers while strengthening its relationships with existing ones, resulting in the remarkable growth in sales. Moreover, stringent control over costs and process wastage has led to the achievement of healthy margins. Timely and proactive measures were taken to ensure the safety of employees, operational continuity, and uninterrupted services to customers. Moving forward, the management is committed to continuing its focus on cost reduction and enhancing productivity to navigate through these uncertain and challenging times successfully.

b. Cash Flow Statement

The Cash Flow statement for the year 2023-2024 is attached to the Balance Sheet.

c. Dividend

Your Directors at its meeting held on June 18, 2024 are pleased to recommend a dividend of Re. 0.20/- per equity share amounting to Rs.21.66 Lakhs subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961) for the financial year ended March 31, 2024, subject to the approval of the members at the forthcoming 15th Annual General Meeting (AGM) of the Company. The dividend is payable to those shareholders whose names appear in the Register of Members as on Saturday, 06th July, 2024.

d. Transfer to Reserves:

The Company proposes to transfer Rs. 50.40 Lakhs to the General Reserve Account during the financial year ended 31 st March, 2024.

II. FINANCE

a. Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

b. Deposits

In terms of sections 73 and 74 of the Act read with relevant Rules, your Company has not accepted any fixed deposits during the year under review.

c. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the financial statements

III. SUBSIDIARIES

As on March 31, 2024, the Company had no subsidiary, Joint Venture and Associate companies. Further, no company ceased to be the Companys subsidiary, joint venture or associate company during the period under review.

IV. MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual Report under the head ‘Management Discussion and Analysis.

V. DIRECTORS

a. Appointment/Re-appointment Managing Director & Whole Time Directors

There were no changes in the composition of the Board of Directors and Key Managerial Personnel during the year under review.

b. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (‘the Act) and the Articles of Association of the Company, Mr. Devadas Alva (DIN: 06902537), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting (‘AGM) and being eligible, offers himself for re-appointment Your Directors recommend the reappointment of Mr. Devadas Alva (DIN: 06902537), Non-Executive Director a Director of the Company.

c. Directors

There were no changes in the composition of the Board of Directors during the year under review.

d. Declaration given by the Independent Directors

All the Independent Directors have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and

DJ Mediaprint & Logistics Limited

Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company are persons of integrity, having relevant expertise, experience (including proficiency). During the year 2023-24 a separate meeting of Independent Director was held on February 14, 2024 without the presence of Executive

Directors or management representatives and the following matters were discussed: • the performance of non-Independent directors and the Board as a whole; • the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and • assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board and reasonably perform to effectively their duties.

e. Key Managerial Personnel (KMPs)

In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2023-24 are as follows:

Sr. No	Name of the KMPS	Designation
1.	Dinesh Muddu	Promoter, Chairman
	Kotian	& Managing Director
2.	Deepak Pandurang	Whole Time Director
	Bhojane
3.	Deepak Dattaram	Whole Time Director
	Salvi
4.	Dhanraj Dayanand	Chief Financial
	Kunder
5.	Khushboo Mahesh	Company Secretary &
	Lalji	Compliance Officer

There are no changes in the Key Managerial Personnel of the Company during the Year under review.

. f. Board Effectiveness:

Independent Directors Familiarization Policy

Pursuant to Regulation 25(7) of the SEBI

Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ‘Familiarization Programme for Independent Directors (“Familiarization Policy”). The Familiarization Policy is available on the website of the Company at the weblink: https://www. djcorp.in/images/Familarisation%20 programme%20of%20ID.pdf The Familiarization Policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc

. g. Board Evaluation

The evaluation of all directors, committees of the Board, Chairman and the Board as a whole was carried out by the Board itself, as per the provisions of the Act and SEBI Listing Regulations. The evaluation was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process has been explained in the Corporate Governance Report. h. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Companys website at the weblink: https://www.djcorp.in/images/ Nomination%20and%20remuneration%20 Policy.pdf The policy contains, inter-alia, principles governing Directors, KMPs, Senior Management Personnel appointment and remuneration, including criteria for determiningqualifications,positive attributes, independence of Directors, etc.

VI. MEETINGS OF THE BOARD

During the financial year 2023-24, 6(six) Board meetings were convened.

The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

VII. COMMITTEES OF BOARD a. Audit Committee

During the financial year 2023-24, 6(six) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report, forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review. b. Nomination and Remuneration Committee:

During the financial year 2023-24, 1(one) Nomination and Remuneration Committee meeting was convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

c. Stakeholders Relationship Committee:

During the financial year 2023-24, 1(one) Stakeholders Relationship Committee meeting was convened. The composition of the Stakeholders Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

d. Familiarization Program

Your Company has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, includingsignificantaspects of the Industry and its future outlook.

VIII.PARTICULARS OF CONTRACTS WITH RELATED

PARTIES / RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction (“RPT”) Policy. All related party transactions (“RPT”) entered into during the financial year 2023-24 were in accordance with the Companys RPT

Policy and on an arms length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

The Information on transactions entered with the related parties pursuant to Section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with

DJ Mediaprint & Logistics Limited

related parties entered into by the Company with related parties in the prescribed in Form

AOC2 for the financial year 2023-24 is enclosed to this report as “Annexure I”.

Your Company did not enter into any material RPTs during the year under review. During the year under review, the Board reviewed the RPT

Policy and made relevant changes to bring it in line with the amendments under the SEBI Listing Regulations.

The RPT Policy as approved by the Board is uploaded on the Companys website and is available at the weblink: https://www.djcorp. in/pages/POLICY%20ON%20RELATED%20 PARTY%20TRANSACTIONS.pdf

IX. INTERNAL FINANCIAL CONTROLS AND THEIR

ADEQUACY

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee

Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

X. AUDITORS AND AUDITORS REPORT a) Statutory Auditors & their Report

The Companys Statutory Auditors, M/s. ADV

& Associates., Chartered Accountants (firms registration no: 128045W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 10^th Annual General Meeting held on September 30, 2019 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, [including any statutory modification(s) amendment(s) thereto or re-enactment(s) thereof, for the time being in force] pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company at their meeting held on Tuesday, 18th June, 2024, M/s. ADV & Associates., Chartered Accountants (firms registration no: 128045W) , subject to the approval of the shareholders of the company at the ensuing

AGM be re-appointed as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from conclusion of the 15th Annual General Meeting until the conclusion of the 20thAnnual General Meeting of the Company, to be held for the financial year 2028-29, at such remuneration as may be determined by the Board of Directors.” The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018.

M/s. ADV & Associates., Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3) (g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments. b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Ekta Agrawal & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed to this report as “Annexure II”. The Secretarial Audit Report is self-explanatory and thus does not require any further comments. The Secretarial Audit Report does not contain n, reservation, adverse remark qualificatio any or disclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

In addition to the above and pursuant to SEBI circular dated February 8, 2019, a report on Secretarial Compliance for the financial year 2023-24 has been submitted to the Bombay Stock Exchange & National Stock Exchange of India Limited. c) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed M/s J K S & CO. (Firm Registration No.159727W and Firm PAN-AATFJ6179N) Chartered Accountants as the Internal Auditors of the Company for the financial year ended 2024-25. M/s J K S & CO. Chartered Accountants have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2024 - 25. d) Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review

XI. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details regarding ‘energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

a) Conservation of Energy

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been furnished considering the nature of activities under taken by the Company during the year under review. But the Company continues to strengthen its energy conservation efforts. The company always looks out for energy efficient measures for operations, and value conservation of energy through usage of latest technologies for quality of services. Although the equipments used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments purchased by the Company are strictly adhere to environmental standards, and they make optimum utilization of energy.

DJ Mediaprint & Logistics Limited

b) Research and Development (R&D)

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of technology absorption have not been furnished considering the nature of activities under taken by the Company during the year under review.

c) Technology absorption adaptation and innovation

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

d) Foreign Exchange Earnings and Outgo:

Amount (Rs. in lakhs)

Total Foreign Exchange Inflow	Nil
Total Foreign Exchange outflow	Nil

XII. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this report as “Annexure III”.

The Company is in full compliance with the requirements and disclosures made in this regard. TherequisiteCertificatefrom M/s. Ekta Agrawal & Associates, Company Secretaries, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors Report.

XIII.CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year in review, as our Companys Profit After Tax (PAT) has surpassed Rs. 5 Crores, it is incumbent upon us to adhere to the stipulations outlined in Section 135 of the Act and its corresponding regulations. Accordingly, the formation of a Corporate Social Responsibility Committee (CSR Committee) and the drafting of a comprehensive CSR Policy become imperative. These measures are pivotal in delineating a structured framework for the execution of Corporate Social Responsibility (CSR) activities aligned with Schedule VII of the Act. Despite this obligation, our Company is yet to establish the CSR Committee and formulate the requisite CSR Policy. We recognize the significance of these actions in fulfilling our social obligations and are committed to expediting the process to ensure effective implementation of CSR initiatives that contribute meaningfully to societal welfare.

XIV.VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Companys Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companys website at the weblink: https:// www.djcorp.in/pages/Whistle%20Blower%20 Policy-%20Vigil%20Mechanism.pdf

XV. PREVENTION OF SEXUAL HARASSMENT AT

WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ‘Internal Complaints

Committee to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.

XVI.SIGNIFICANT AND MATERIAL ORDERS PASSED

BY REGULATORS OR COURTS or material orders There are no significant passed by any Regulators / Courts which would impact the going concern status of the Company and its future operations.

XVII.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, a copy of the Annual Return of the Company for the financial year ended March 31, 2024 has been uploaded on the website of the Company and can be accessed at www.djcorp.in

XVIII.INFORMATION PURSUANT TO SECTION

197(12) OF THE ACT

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Companies Remuneration Rules”), in respect of employees of the Company, is provided herewith as “Annexure IV” and forms part of the Directors Report. However, as per the second proviso clause to Rule 5(3) of the Companies Remuneration Rules, the statement pertaining to details of top 10 (ten) employees in terms of remuneration shall be made available to any shareholder on a specific request made by him/her in writing before the AGM date.

XIX. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

XX. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

XXI.DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the followingstatementandconfirmthat; a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year March 31, 2024 and of the profit and loss of the Company for the financial year ended March 31, 2024; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; e. the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

DJ Mediaprint & Logistics Limited

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate.

XXII. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

XXIII.MATERIAL CHANGES AFFECTING THE

FINANCIAL POSITION OF THE COMPAN

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

XXIV. CHANGE IN THE NATURE OF COMPANYS

BUSINESS

There has been no change in the nature of business of the Company.

XXV.RISK MANAGEMENT POLICY

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business. The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Companys risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

XXVI. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review. Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the

Company at all levels, who have contributed significantly towards the Companys performance and for enhancing its inherent strength. Your

Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

For DJ Mediaprint & Logistics Limited

Sd/-

Dinesh Kotian

Chairman & Managing Director

DIN: 01919855

Place: Mumbai

Date: June 18, 2024