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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of D & H India Ltd.

Mar 31, 2025

Your directors take pleasure in presenting their 40^th Annual Report along with the Audited Standalone and Consolidated Financial Statements for the year ended 31^st March 2025.

1. Highlights of Performance

â¢ Consolidated total income for the year was Rs.20,965.52 Lakhs as compared to Rs.15,799.98 Lakhs in the previous year, an increase of 32.69%.

â¢ Consolidated net sales for the year was Rs.20,912.64 Lakhs as compared to Rs.15,782.16 Lakhs in the previous year, an increase of 32.51%;

â¢ Consolidated profit/loss before tax for the year was Rs.755.71 Lakhs as compared to Rs.461.28 Lakhs profit in the previous year;

â¢ Consolidated profit/loss after tax for the year was Rs.515.29 Lakhs as compared to Rs.270.49 Lakhs profit in the previous year.

2. Financial Results (Rs. In Lakhs except EPS)
Particulars	Consolidated		Standalone
Particulars	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Income	20,965.52	15,799.98	20,965.27	15,799.64
Profit before Financial Cost & Depreciation	1,504.53	968.16	1,505.16	969.16
Financial Cost	453.30	299.31	453.21	298.99
Depreciation	295.52	207.57	295.42	207.48
Profit Before Tax (PBT)	755.71	461.28	756.53	462.69
Provision for Tax	240.42	190.79	240.44	190.68
Profit After Tax (PAT)	515.29	270.49	516.09	272.01
Less: Minority Interest	-	-	-	-
Balance brought forward from previous year	1,961.32	1,690.83	1,996.13	1,724.12
Profit available for Appropriations	2,476.61	1,961.32	2,512.22	1,996.13
Earnings Per Share Basic (Rs. 10/- each)	6.40	3.42	6.33	3.43
Earnings Per Share Diluted (Rs. 10/- each)	6.40	3.42	6.33	3.43

Review of Operations /State of Affairs on Standalone Basis:

During the financial year 2024-25, the Company has posted total revenue from operations of Rs.20,912.64 Lakhs as against Rs.15,782.15 Lakhs as compared in the previous financial year 202324 representing an increase in total revenue of 32.51%, the Earnings before Interest, Depreciation and Tax (EBIDTA) has increased to Rs.1505.16 Lakhs as compared to EBIDTA of Rs. 969.16 Lakhs in the corresponding previous financial year. The Net Profit before tax of the Company for the financial year 2024-25 has been increased to Rs.756.53 Lakhs as compared to Rs.462.69 Lakhs during the previous financial year.

The export turnover of the company was recorded Rs.928.19 Lakhs as compared to previous year 91.79. Therefore, the company has expended its export market and there is increase of 911.21% in the export turnover.

Changes in the Memorandum and Articles of Association:

Members of the company at their meeting held on 28^th September, 2024 have altered the following clauses of the Memorandum and Articles of Association:- A new object clause III(A)(3A) was inserted after the existing Object Clause III(A)(3) related to infrastructure Development including mining activities and new ancillary object clause III(B) (28A) after the existing Object Clause (III)(B)(28) related to authority to merge, de-merge u/s 230-232 of the Companies Act, 2013 the Registrar of Companies.

- Clause V of the Memorandum of Association related to Capital clause was amended for increasing the Authorized Share Capital from Rs.1000.00 Lakhs to Rs.2400.00 Lakhs by creation of additional 140.00 Lakhs Equity shares of Rs. 10/- each;

- Altered and adopted a new set of Articles of Association of the company by way of aligning the same as per the provisions of the Companies Act, 2013.

3. Dividend

In order to conserve resources, your Board of directors do not recommend any dividend for the Financial Year 2024-25 (Previous Year 2023-24 Rs. Nil) and proposes retaining the profits for future business requirements of the Company.

4. Share Capital

The paid-up Equity Share Capital of the Company as on 31^st March 2025 was Rs.818.80 Lakhs divided into 81.88 Lakhs equity shares of Rs. 10/- each.

Increase in Authorised Share Capital

Members at their Annual General Meeting held on 28^th Sept., 2024 has increased the Authorised Share Capital from Rs.1000.00 Lakhs divided into 100.00 Lakhs equity shares of Rs.10/- each to Rs.2400.00 Lakhs divided into 240.00 Lakhs equity shares of Rs.10/- each by creation of 140.00 Lakhs equity shares of Rs.10/- each. Consequently, the Authorised Share Capital of the company as on 31^st March, 2025 was Rs.2400.00 Lakhs divided into 240.00 Lakhs Equity shares of Rs. 10/- each.

5. Transfer to Reserves

During the year under review your company has not transferred any amount to the general reserves or any other reserve. Except that, the company has transferred Rs.0.08 Lakhs towards Capital Reserve. (P.Y. Rs. 128.00 Lakhs, towards security premium)

6. Finance

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

7. Public Deposits

S.No.	Particulars	Amt in Rs.
1	Details of Deposits accepted during the year	Nil
2	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4	Deposits not in compliance with law	N.A.
5	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

8. Subsidiaries and Associate

As on 31^st March 2025 Your Company has the following subsidiary company. However, your company is not a subsidiary, associate or joint venture of any other company nor the company having any associate or joint venture company during the period under review:-

No.

Name of the Company

Status as on 1^stApril, 2024

Any change in status

Status as on 31^stMarch, 2025

V & H Fabricators Pvt. Ltd.

Wholly Owned Subsidiary

No Change

Wholly Owned Subsidiary

D & H Middle East FZE

Wholly Owned Subsidiary

The Wholly Owned subsidiary had been wound up on 18^thSept., 2024.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements which form part of this Annual Report.

Statement containing salient features offinancial information of the Subsidiary Company

Statement containing salient features of financial information of the Subsidiary Companies is disclosed in the prescribed Form AOC-1, pursuant to section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure-A". The Statement also provides details of performance and financial position of above-mentioned Companies. On request by the shareholder, the Company shall provide a copy of financial statements in respect of its Subsidiary Company. However, the same is also uploaded on the website of the company www.dnhindia.com.

The consolidated and standalone financial statements are in compliance with the Indian Accounting Standards (IND AS) as applicable to the Company.

9. Director & Key Managerial Personnelâs:

Directors liable to retire by rotation and seeking re-appointment:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Saurabh Vora (DIN:02750484), Whole-time Director of the Company is liable to retire by rotation at the ensuing 40^th Annual General Meeting and being eligible he has offered himself for re-appointment. Your Board recommend passing the necessary resolution as set out in the notice of the forthcoming 40th Annual General Meeting of the Company.

Managing and Whole-time Directors:

As on 31^st March, 2025, the following persons are Managing Director and Whole-time director of the company: -

1) Mr. Harsh Vora (DIN 00149287), was re-appointed as the Managing Director of the Company by passing Special Resolution at the 38^th aGm held on 30/09/2023 for a term of 3 (Three) years w.e.f. 01.10.2023 and he was further designated as the Chairman and Managing Director of the Company.

2) Mr. Saurabh Vora (DIN 02750484), was re-appointed as the Whole-time Director of the Company by passing Special Resolution at the 38^th AGM held on 30/09/2023 for a period of 3 (Three) years w.e.f. 01.10.2023.

However, after closure of the financial year, the Board on the recommendation of the Nomination and Remuneration Committee has appointed Mrs. Atithi Vora from director to Whole-time Director of the company w.e.f. 1^st April, 2025 subject to confirmation of members in the ensuing Annual General Meeting.

Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that all the independent directors meet the criteria of independence as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered with Independent Directorsâ Databank.

The following changes were made in the Independent Directors of the company during the year 2024-25 and till date of this report:

1. Mr. Rajendra Bandi (DIN: 00051441) was appointed as an Additional Director in category of the Non-Executive Independent Director by the Board on 10^th August, 2024 for the first term of 5 (five) consecutive years and he was confirmed by the shareholders in 39^th Annual General Meeting held on 28^th Sept., 2024. The Board is of the opinion that he having integrity, expertise and experience as well as he is registered with the IICA at the time of appointment.

2. Mr. Somendra Sharma (DIN: 10736941) was appointed as an Additional Director in category of the Non-Executive Independent Director by the Board on 23^rd August, 2024 for first term of 5 (five) consecutive years and he was confirmed by the shareholders in 39^th Annual General Meeting held on 28^th Sept., 2024. The Board is of the opinion that he having integrity, expertise and experience as well as he is registered with the IICA at the time of appointment.

3. Mr. Sushil Rawka (DIN: 00156990) Non-Executive Promoter Director has resigned w.e.f. 10^thAugust, 2024 due to his personal reasons;

4. Mr. Balraj Kishore Namdeo (DIN: 06620620) Non-Executive Independent Director has resigned w.e.f. 19^th September, 2024, the reason as stated by him in his resignation letter was due to his own occupation in other activities, Mr. Namdeo was not in position to contribute to the Company;

5. Mr. Sunil Kathariya (DIN: 07155856) Independent Director of the Board has resigned from the Directorship of the Company w.e.f. 10^th December, 2024; the reason as stated by him in his resignation letter was due to his own personal occupancy and there are no other material reasons for his resignation;

6. Mrs. Suhani Doshi (DIN: 09237526) Non- Executive Promoter Director has resigned from the Directorship of the Company w.e.f. 10^th December, 2024 due to her personal reasons;

7. Dr. Niranjan Shastri (DIN: 11101503) was appointed as Additional Director under the category of Non-Executive Independent Director pursuant for a term of 5 (five) consecutive years on the Board of the Company w.e.f. 14^th May, 2025 and your Board of directors recommends passing necessary special resolutions to that effect as set out in the notice of the Annual General Meeting. The Board is of the opinion that all the Independent Directors so appointed by the Board carry integrity, expertise and experience as well as being registered with the portal of IICA at the time of appointment.

8. Mr. Eshanya B. Guppta (DIN: 01727743), Independent Director of the company has ceased to continue his office as the Independent Director of the company due to the completion of his Second and Final term of 5 (Five) consecutive years which was completed on 14^th May, 2025.

Other Key Managerial Personnel

During the year under review, no changes took place in the other KMPâs.

The following are the Key Managerial Personnel (KMPâs) of the Company as on the date of the report:

i) Mr. Harsh Vora (DIN 00149287), Chairman and Managing Director;

ii) Mr. Saurabh Vora (DIN 02754484), Whole-time Director;

iii) Mrs. Atithi Vora (DIN 06899964), Whole-time Director

iv) Mr. Rajesh Songirkar, Chief Financial Officer;

v) Mr. Rajesh Sen, Company Secretary and Compliance Officer.

10. Remuneration and Nomination Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee (NRC) framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPâs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company https://dnhindia.com/policies/remuneration-policy-for-non-executive-directors/. The details of the same are also covered in Corporate Governance Report forming part of this Annual Report.)

11. Board Meeting and Committees of the Board:

11.1 Number of meetings of the Board:

During the financial year, Nine (9) Board meetings were convened. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the prescribed period under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

11.2 Committees of the Board

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following 3 (Three) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee (NRC)

The Compositions of the Committee as well as number of meetings held, and other details are given in the Corporate Governance Report annexed with the Board report.

12. Particulars of Loans, Guarantees or Investments by Company

During the period under review, your company has not provided any loans, guarantees, or made any investment or provided any security in terms of provisions of section 186 of the Companies Act, 2013. The details of Loans given, Guarantees provided and Investment made are given in the notes to the Financial Statements. Hence no further disclosure is being given here to avoid repetition.

13. Whistle Blower Policy/ Vigil Mechanism

The Company has established a Vigil Mechanism that enables the directors and employees to report genuine concerns. The Vigil Mechanism provides for -

A. Adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. Direct access to the Chairperson of the Audit Committee of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism/Whistle Blower Policy of the Company are made available on the companyâs website https://dnhindia.com/policies/whistleblower/and have also been provided as âAnnexure-Bâ of part of this Board report.

During the year under review no case was reported to the Whistle Blower or by the designated officer under the Vigil Mechanism.

14. Transfer of Amounts to Investor Education and Protection Fund

The details related to dividend remains unpaid unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF are available on the Companyâs website at https://dnhindia.com/investor-relation/shareholder-information/.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

There is no outstanding unpaid divided amount which remains unpaid dividend or resulting shares with the Company which needs to be transferred to IEPF.

15. Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure-Câ.

16. Particulars of Remuneration of Employees

The particulars of the remuneration to the directors pursuant to the section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration to the Managerial Personnel) Rules 2014 are enclosed as âAnnexure-Dâ.

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of Rs. 8.50 Lakhs per month or Rs. 102.00 Lakhs per annum for the part of the year detailed as below:

Name & Designation of Employee	Mr. Harsh Vora Managing Director	Mr. Saurabh Vora Whole-time Director
Remuneration Received	Rs. 144.00 Lakh	Rs. 120.00 Lakh
Nature of employment	Contractual	Contractual
Qualification & Experience of the Employee	B. Com and More than 41 yearsâ experience in the field of Companyâs product,	B. Tech and 18 yearsâ experience in the industry and Industrial Management.
Date of commencement of employment	06/12/1990	01/10/2014
Age	63 years	38 years
Past Employment Details	-	-
% of the Equity shares held by the Employee in the Company	10,99,745 equity shares of Rs. 10/- each (13.43%)	14,01,100 equity shares of Rs. 10/- each (17.11%)
Name of Director or Manager of the Company, relative of such Employee	Mr. Saurabh Vora, Mrs. and Mrs. Atithi Vora	Mr. Harsh Vora, and Mrs. Atithi Vora

17. Risk Management & Internal Financial Control and Its Adequacy

The Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact the attainment of short and long-term business goals of your company. The risk management framework is aligned with strategic planning, deployment and

capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

The Internal Financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transaction with proper authorization and ensuring compliances with corporate policies.

18. Annual evaluation by the Board

The Board of directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the SEBI (LODR) Regulation 2015.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the SEBI.

The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

19. Directorâs Responsibility Statement

Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm: -

a) That in the preparation of the annual financial statements for the year ended 31^st March 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That the Directors have selected such accounting policies and applied them consistently and have made judgment 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 ended 31^st March 2025 and of the profit of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Auditors and Auditorâs Report & Comments on the Observations by the Auditors

Statutory Auditors Appointment and their Report

The term of 5 (five) consecutive years of M/s Devpura Navlakha & Co., Chartered Accountants, (FRN 121975W) Statutory Auditors of the Company will be completed at the conclusion of ensuing 40^th Annual General Meeting (AGM). Accordingly, in terms of provisions of section 139 of the Companies Act, 2013 the Audit Committee and Board recommends the appointment of , M/s ABN & Co., Chartered Accountants (FRN.004447C), Indore as Statutory Auditors of the Company to hold office of the Auditors for a first term of 5 consecutive years from the conclusion of 40^th AGM till the conclusion of 45^th Annual General Meeting to be held in the year 2030 in place of the existing retiring auditor M/s Devpura Navlakha & Co., Chartered Accountants, (FRN 121975W) on such remuneration as may be mutually decided by the Audit Committee and agreeable to the Auditors. As required under Regulation 33(1)(d) of the SEBI (LODR) Regulation, 2015, the proposed auditor has

confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2024-25 referred to in the Auditorâs Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

Cost Records and Auditors Appointment and their Report

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013. In pursuance of section 148 of the Companies Act, 2013, your Board had appointed M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) to conduct the Audit for the financial year 2024-25. The Company is in process to file the Cost Audit Report for the year 2024-25 to the Central Government.

On the recommendation of the Audit Committee, the Board has appointed M/s P.D. Modh & Associates, Cost Accountant Ahmedabad (Registration No. 101004) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2025-26. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, your Board recommends the remuneration payable to M/s P.D. Modh & Associates, Cost Accountant Ahmedabad (Registration No. 101004) for the financial year 2025-26 for the ratification by the Members in the ensuing Annual General Meeting.

Secretarial Auditors Appointment and their Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s D.K.Jain & Co., Practicing Company Secretaries (FRN: S2003MP064600; C.P. No.2382; Peer Review No. 6672/2025) Indore for conducting Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended 31^st March 2025 in Form MR-3 is attached as âAnnexure Eâ and forms part of this Report. The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments Further, the Board of directors of the Company on the recommendation of the Audit Committee, at its meeting held on 14^th May, 2025 has recommended the members to approve the appointment of M/s D.K.Jain & Co., Practicing Company Secretaries (FRN: S2003MP064600; C.P. No. 2382; Peer Review No. 6672/2025) to conduct the Secretarial Audit for the consecutive term of 5 (five) years from the conclusion of the 40^th AGM till the conclusion of the 45^th AGM to be held in the calendar year 2030. The Secretarial Auditor confirmed that their appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI (LODR) Regulations.

21. Management Discussion and Analysis Report

The Management Discussion and Analysis Report covering the matters listed in Reg. 34(2)(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, for the year under review is given as a separate Report in the Annual Report.

22. Corporate Governance

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance is attached in which the following Certificates are given: -

1) Certificate from Mr. Harsh Vora, Managing Director and Mr. Rajesh Songirkar, Chief Financial Officer, pursuant to provisions of the SEBI (LODR) Regulations, 2015 for the year under review was placed before the Board of Directors of the Company at its meeting held on 29^th May, 2025;

2) Auditorâs Certificate for the Corporate Governance.

3) Certificate from M/s Ritesh Gupta & Co., Practicing Company Secretary, Indore stating that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry Corporate Affairs.

23. CSR Initiatives

In view of the paid-up capital, profits and turnover of your company, The Company was not required to undertake any CSR activities or incur any CSR expenditure during the year 2024-25. Hence, the Annual Report on CSR for the year ended on 31^st March, 2025 is not applicable.

Your Board would like to inform the members that, the Profit of the company for the year ended 31st March, 2025 is more than the limit prescribed under section 135 of the Companies Act, 2013 and the company will be required to undertake CSR in the year 2025-26.

The company is not required to constitute CSR Committee. However, the company has prepared and implemented the CSR Policy and the same is also hosted on the website of the company at https://www.dnhindia.com/policies.html.

24. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 for the year ended 31^st March, 2025 is hosted on http://www.dnhindia.com. is provided through the following link https://dnhindia.com/investor-relation/shareholder-information/. The same shall be filed to Registrar of Companies after holding of AGM on 13 ^th August 2025.

25. Related Party Transactions

All related party transactions that were entered during the financial year under review were on arm''s length basis and in the ordinary course of the business. Thus, disclosures in Form AOC-2 in terms of section 134 of the Companies Act, 2013 are not required. There were no material significant Related Party Transactions made by the Company during the year that require shareholders'' approval under Regulation 23 of the Listing Regulations or under section 188 of the Companies Act, 2013.

All Related Party Transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or the need for them cannot be foreseen in advance.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website. Disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 is hosted on the website of the Company at https://dnhindia.com/policies/policv-on-related-partv-transactions/.

26. Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The summary of complaints received and disposed during the financial year is as follows:_

Total Complaints outstanding as of 01/04/2024	New complaints received during the year 2024-25	Complaints Disposed during the year 2024-25	Total Complaints outstanding as of 31/03/2025	Total number of Complaints pending for more than 90 days
0	0	0	0	0

27. Economic Scenario and Outlook

The fast economic growth appears to have and a gradual increase in economic activity is expected in 2025. The medium term to long term growth prospects looks positive in view of the Governmentâs determination to bring in reforms. For the year 2025-26, the economy is expected to grow at a higher rate than in 2024-25. The long-term prospects for the economy are optimistic.

With regard to contractor safety, the two key focus areas identified were:

â¢ Facility Management for the contractorsâ employees

The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc.

â¢ Equipment, Tools & Material Management.

The Equipment, Tools & Material Management program ensured that the tools used by the contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Companyâs objectives to ensure âZero Harmâ.

29. Human Resources

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical / functional capabilities in order to meet future talent requirement.

The Companyâs HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the industry.

During the year under review, the following Human Resources initiatives received greater focus:

â¢ Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

â¢ Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

â¢ Industrial Relations: The Companyâs Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

30. Significant and material orders passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators/Courts of law which have impact on the going concern status of the Company and its future operations.

31. Enhancing Shareholders Value

Your Company believes that its members are the most important stakeholders. Accordingly, your Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. Material changes and commitments affecting the financial position of the company after closure of the financial year.

There is no material change and commitments affecting the financial position of the Company after closure of the financial year and before the approval of this report.

33. Proposed Amalgamation of V & H Infra Private Limited.

The Board of directors at their meeting held on 23^rd December, 2024 has approved the Draft Scheme of Amalgamation of V & H Infra Private Limited (Transferor Company) with D & H India Limited (Transferee Company) and pursuant to Reg. 37 of the SEBI (LODR) Regulations, 2015, the company has submitted an application to BSE Limited for obtaining No Observation Letter on 16^th January, 2025. BSE Limited has provided their Observation Letter vide their Letter no: DCS/AMAL/NB/R37/3705/2025-26 on dated 17^th July, 2025. The appointed date for amalgamation is 1st April, 2024. The company is in process to to file an application to Honâble NCLT, Mumbai

Bench for further process. The relevant details and a copy of the draft scheme is available at the weblink of the company https://dnhindia.com/investor-relation/scheme-of-amalgamation/.

34. Details of Fraud

There are no instances of fraud reported by the Auditors to the Central Government which need to be disclosed as per requirement of the provisions of section 134(3)(ca) of the Companies Act, 2013 during the year 2024-25.

35. Change in business.

During the year under review, there was no change in the nature of business of the Company except that, the company has altered the Main Object Clause by addition of new objects related to Infrastructure Development including mining activity. However, the company has not commenced its commercial activities related to mining.

36. Provision of Voting by Electronic Means.

Your Company is providing E-voting facility as per section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM, and no physical meeting will be held, and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility are provided with the notice of the Meeting.

37. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company''s shares and sharing Unpublished Price Sensitive Information (âUPSIâ). The Code covers Companyâs obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companyâs website at https://www.dnhindia.com.

38. Statement related to compliance of The Maternity Benefit Act 1961

The company is in compliance with all the applicable provisions and regulations set forth in the Maternity Benefit Act, 1961. The company is committed to upholding the rights and welfare of our female employees, ensuring they receive all the benefits and protections mandated by this important legislation including their hygiene, etc.

39. Internal Control and their adequacy

The Board of directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Statutory Auditors, in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance to the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors.

The Board has implemented systems to ensure compliance of all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliances of applicable laws and regulations.

40. General.

Your directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) to employees of the Company.

b) Neither the Managing Director nor the Whole-time Director receive any remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report.

e) Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares, de-mergers and split and has not failed to implement or complete the Corporate Action within prescribed timelines.

f) There were no revisions in the Financial Statement and Boardâs Report.

g) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

h) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement during the period under review.

i) There are no voting rights exercised by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

41. Acknowledgments

Your directors thank the various Central and State Government Departments, Organizations SEBI BSE and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Mar 31, 2024

The Directors take pleasure in presenting their 39^th Annual Report along with the Audited Standalone and Consolidated financial statements for the year ended 31^st March 2024.

1. Highlights of Performance

â¢ Consolidated income for the year was Rs.15,799.98 Lakh as compared to Rs.13,885.93 Lakh in the previous year, an increase of 13.78%.

â¢ Consolidated net sales for the year was Rs.15,782.16 Lakh as compared to Rs.13,869.20 Lakh in the previous year, an increase of 13.79%;

â¢ Consolidated profit/loss before tax for the year was Rs.461.28 Lakh as compared to Rs.571.04 Lakh profit in the previous year;

â¢ Consolidated profit/loss after tax for the year was Rs.270.49 Lakh as compared to Rs.421.99 Lakh profit in the previous year.

2. Financial Results (Rs. Tn Lakhs except EPS)

Particulars	Consolidated		Standalone
Particulars	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations (Net) & other income	15799.98	13885.93	15799.64	13871.45
Profit before Financial Cost & Depreciation	968.16	952.85	969.16	948.72
Financial Cost	299.31	207.31	298.99	207.30
Depreciation	207.57	174.50	207.48	174.40
Profit Before Tax (PBT)	461.28	571.04	462.69	567.02
Provision for Tax	190.78	149.05	190.68	149.41
Profit After Tax (PAT)	270.49	421.99	272.01	417.61
Less: Minority Tnterest	-	-	-	-
Balance brought forward from previous year	1690.83	1268.84	1724.12	1306.50
Profit available for Appropriations	1961.32	1690.83	1996.13	1724.12
Earnings Per Share Basic	3.42	5.68	3.43	5.50
Earnings Per Share Diluted	3.42	5.68	3.43	5.37

Review of Operations /State of Affairs on Standalone Basis:

During the financial year 2023-24, the Company has posted total revenue from operations of Rs. 15782.15 lakhs as against Rs. 13859.75 lakhs in the previous financial year 2022-23 representing an increase in total revenue of 13.87%.

During the year ended on March 31, 2024, the Earnings before Interest, Depreciation and Tax (EBTDTA) has been increased to Rs. 968.16 lakhs as against the EBTDTA of Rs. 952.85 lakhs in the corresponding previous financial year.

The Net Profit before tax of the Company for the financial year 2023-24 has been decreased to Rs. 461.28 lakhs as compared to Rs. 571.04 lakhs during the previous financial year.

Proposed alteration in the Memorandum and Articles of Association:

Your Board of directors at their meeting held on 10^th August, 2024 has proposed to alter the Main Object Clause by insertion of new object clause TTT(A)(3A) after the existing Object Clause TTT(A)(3) related to infrastructure Development including mining activities and new ancillary object clause TTT(B)(28A) after the existing object Clause (TTT)(B)(28) of the Memorandum of Association of the company and seeking consent of the members by way of Special Resolution proposed in the ensuing Annual General Meeting. Necessary details are provided in Ttem no. 8 of the notice of AGM.

Further, the existing Articles of Association of the company is not aligned as per the provisions of the Companies Act, 2013 and the Board at their meeting held on 10^th August, 2024 has considered the matter and recommended to approve the special resolution for substitution of the existing Articles of Association by adoption of new set of Articles of Association. Necessary details of the same are already provided in Ttem no. 9 of the notice of AGM.

3. Dividend

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2023-24 (Previous Year 2022-23 Rs. Nil) and proposes to retain the profits for future requirements of the Company.

4. Share Capital

The paid-up Equity Share Capital as on 31^st March 2024 was Rs.818.80 Lakh divided into 81.88 Lakh equity shares of Rs. 10/- each.

Pursuant to special resolution passed by the members of the company at their 37^th Annual General Meeting held on 30^th Sept., 2022 for issuance of 7,88,000 warrants of Rs. 42/- each convertible into 7,88,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share per warrant.

Your Company has already made allotment 3,88,000 equity shares pursuant to option exercised by the warrant holder for conversion of 3,88,000 warrants in the year 2022-23 and the remaining

4.00. 000 warrants were also converted into equity shares of Rs. 10/- on 23^rd May 2023 on exercising his option for conversion of warrants into equity shares. The company has also obtained necessary Listing and Trading Approval from BSE Ltd.

Increase in Authorised Share capital

Your Board at their meeting held on 10^th August, 2024 has approved the matter related to increase in Authorised Share Capital from Rs.10.00 Crores divided into 1,00,00,000 equity shares of Rs. 10/-each to Rs.24.00 Crores divided into 2,40,00,000 equity shares of Rs.10/- each by creation of

1.40.00. 000 equity shares of Rs.10/- each and approved the matter related to substitution of the existing clause V of the Memorandum of Association of the company and the Board is seeking consent of the members by way of Special Resolution proposed at the ensuing Annual General Meeting. Necessary details provided in Item no. 7 of the notice of AGM.

5. Transfer of profits to reserves

During the year under review your company has not transferred any amount to the general reserves or any other reserve. However, pursuant to conversion of 4,00,000 warrants into 4,00,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share, the company has transferred Rs.128.00 Lakhs as Security Premium. (P.Y. Rs.124.16 Lakhs)

6. Finance

7. Public Deposits

Your Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no unclaimed deposits as on 31^st March, 2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules

marlp* thr''rr* nnrlf^r

S.No.	Particulars	Amt in Rs.
1	Details of Deposits accepted during the year	Nil
2	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4	Deposits not in compliance with law	N.A.
5	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

8. Subsidiaries and Associate

As on 31^st March 2024 Your Company has the following companies as its Subsidiaries. However, your company is not a subsidiary, associate or joint venture of any other company nor the company is having any associate or ioint venture company during the period under review-

No.

Name of the Company

Status as on 1^st April, 2023

Any change in status

Status as on 31^st March, 2024

V & H Fabricators Pvt. Ltd.

Wholly Owned Subsidiary

No Change

Wholly Owned Subsidiary

D & H Middle East

Incorporated on

Wholly Owned

FZE

5^th May, 2023

Subsidiary

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements which forms part of this Annual Report.

The Board of Directors at their meeting held on 22^nd Feb., 2024 has passed resolution for closure of the D & H Middle East FZE the Wholly Owned Foreign Subsidiary company has also initiated to process for closure of the company, however, necessary closure order/certificate is awaited from the concerning authorities.

Statement containing salient features offinancial information of the Subsidiary Company Statement containing salient features of financial information of the Subsidiary Companies is disclosed in the prescribed Form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure-A". The Statement also provides details of performance and financial position of above-mentioned Companies. On request by the shareholder, the Company shall provide a copy of financial statements in respect of its Subsidiary Company. However, the same is also uploaded on the website of the company www.dnhindia.com.

The consolidated and standalone financial statements are in compliance with the applicable Indian Accounting Standards (IND AS) to the Company.

9. Director & Key Managerial Personnelâs:

Executive Directors and KMPs:

The Company has adequate Key Managerial Personnelâs as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There has been no change in the key managerial personnelâs during the year under review.

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directorsâ Databank maintained by the IICA as per requirement of the Companies Act, 2013.

Directors liable to retire by rotation and seeking re-appointment:

Mrs. Suhani Doshi (DIN- 09237526) and Mrs. Atithi Vora (DIN: 06899964), Non-Executive Promoter Director are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers themselves for re-appointment. Your directors recommend passing necessary resolution as proposed in the Item No. 2 & 3 of the Notice.

Non-Executive Director (Independent Director) seeking appointment:

Two consecutive term of five years of Mr. Eshanya B. Guppta & Mr. Sunil Kathariya Non-Executive Independent Directors are going to be completed on 14^th May, 2025. As per section 149(10) of the Companies Act, 2013 existing Independent Directors cannot continue beyond the two terms. Therefore, your company needs to appoint further Independent Directors.

Pursuant to Sections 149, 152, 161 read with Schedule IV and other applicable provisions of the Act, Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI(LODR) Regulations, 2015 and upon recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 10^th August, 2024 has appointed Mr. Rajendra Bandi (DIN: 00051441) and in the further meeting of Nomination and Remuneration committee followed by the Board Meeting held on 23^rd August, 2024 has also appointed Mr. Somendra Sharma (DIN: 10736941) as an additional Director in the category of Non-Executive Independent Directors of the Company w.e.f. 10^th August, 2024 and 23^rd August, 2024 respectively for a First Term of 5 (Five) consecutive years till 9^th August, 2029 and 22^nd August, 2029 respectively subject to confirmation of their appointment by the shareholders at the ensuing AGM. Company has received consent from in Form DIR-2 and confirmation of non-disqualification in Form DIR-8 along with declaration of independency as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 from Mr. Rajendra Bandi (DIN: 00051441) and Mr. Somendra Sharma (DIN: 10736941). Further, they are also registered in the database maintained by the IICA and are eligible to being appointed as the Independent Director of the company.

Your Board have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possesses relevant expertise and experience and their continued association as director will be of immense benefit and in the best interest of the Company.

Therefore, your Board recommends passing of necessary special resolution to that effect as set out in the Item No. 5 and 6 of notice of the Annual General Meeting.

Change in directors after closure of the Financial Year and Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors:

After closure of the Financial Year 31^st March, 2024, the following changes took place in the Board of Directors:-

1) Resignation of Mr. Sushil Ratanlal Rawka (DIN: 00156990) Non-Executive Promoter director of the company w.e.f. 10^th August, 2024 due to his personal reasons;

2) Subject to confirmation of members in their ensuing General Meeting, appointment of Mr. Rajendra Bandi (DIN: 00051441) as an Additional Director designated as Non-Executive Independent Director of the company for a first term of 5 (Five) Consecutive years w.e.f. 10^thAugust, 2024 not liable to retire by rotation and the Board is of the opinion that all the Independent Directors so appointed by the Board carry integrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment;

3) Subject to confirmation of members in their ensuing General Meeting, appointment of Mr. Somendra Sharma (DIN: 10736941) as an Additional Director designated as Non-Executive Independent Director of the company for a first term of 5 (Five) Consecutive years w.e.f. 23^rdAugust, 2024 not liable to retire by rotation and the Board is of the opinion that all the Independent Directors so appointed by the Board carry integrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment.

10. Remuneration and Nomination Policy

11. Board Meeting and Committees of the Board:

11.1 Number of meetings of the Board:

During the financial year, Five (5) Board meetings were convened. The details of which are given in the Corporate Governance report. The intervening gap between the meetings was within the prescribed period under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

11.2 Committees of the Board

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following 3 (Three) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee (NRC)

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

12. Particulars of Loans, Guarantees or Investments by Company

During the period under review, your company has not provided any loans, guarantees, or provided any security in terms of provisions of section 186 of the Companies Act, 2013. However, the company has made an investment of Rs.11.63 Lakhs in D & H Middle East FZE (Foreign Wholly-

Owned Subsidiary Company). Relevant Details are available in the relevant Notes in the Financial Statements and are not reproduced here in order to avoid duplicacy.

The Investment made by the company are within the limits as provided in section 186 of the Companies Act, 2013. In addition to the above, the company has a policy of providing advances against salary or otherwise to employees of the company.

13. Whistle Blower Policy/ Vigil Mechanism

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. Adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. Direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism / Whistle Blower Policy of the Company are made available on the companyâs website https://dnhindia.com/policies/whistleblower/ and have also been provided as âAnnexure-Bâ of part of this Board report.

During the year under review no disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

14. Transfer of Amounts to Investor Education and Protection Fund

The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF are available on the Companyâs website at https://dnhindia.com/investor-relation/shareholder-information/.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

There is no outstanding unpaid divided amount which remains unpaid with the Company.

15. Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure-Câ.

16. Particulars of Remuneration of Employees

Name & Designation of Employee Mr. Harsh Vora Mr. Saurabh Vora

Managing Director Whole-time Director

Remuneration Received Rs. 144.07 Lakh Rs. 120.00 Lakh

Nature of employment Contractual Contractual

Qualification & Experience of the B. Com and More than 39 B. Tech and 16 yearsâ

Employee yearsâ experience in the field experience in the industry

of Companyâs product, and Industrial Management.

Date of commencement of employment 06/12/1990 01/10/2014

Age 62 years 37 years

Past Employment Details

% of the Equity shares held by the 10,99,745 equity shares of Rs. 14,01,100 equity shares of Employee in the Company 10/- each (13.43%) Rs. 10/- each (17.11%)

Name of Director or Manager of the Mr. Saurabh Vora, Mrs. Mr. Harsh Vora, Mrs. Suhani

Company, relative of such Employee Suhani Doshi and Mrs. Atithi Doshi and Mrs. Atithi Vora

Vora

1 7. Risk Management & Internal Financial Control and Its Adequacy

The Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short and long-term business goals of your

company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

18. Annual evaluation by the Board

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the SEBI (LODR) Regulation 2015.

The performance of the board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the SEBI.

19. Directorâs Responsibility Statement

Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm: -

a) That in the preparation of the annual financial statements for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That the Directors have selected such accounting policies and applied them consistently and have made judgment 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 ended 31^st March 2024 and of the profit of the Company for that period;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Auditors and Auditorâs Report & Comments on the Observations by the Auditors Statutory Auditors Appointment and their Report

The Company''s Auditors, M/s Devpura Navlakha & Co., Chartered Accountants, (FRN 121975W) were appointed for a term of Five years at the AGM of the Company held on 30^th September 2020. Your Board is pleased to inform you that there are no such observations made by the Auditors in their report for the year 2023-24 which needs any explanation by the Board.

Cost Records and Auditors Appointment and their Report

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013, your Directors had appointed M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) to conduct the Audit for the financial year 2023-24. The Company is in process to file the Cost Audit Report for the year 2023-24 to the Central Government.

On the recommendation of the Audit Committee, the Board has re-appointed M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2024-25. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, your Board recommends the remuneration payable to M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) for the financial year 2024-25 for the ratification by the Members in the ensuing Annual General Meeting.

Secretarial Auditors Appointment and their Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D K Jain & Co., (FRN No. I1995MP067500; FCS 3565: CP 2382) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year 2023-24 is annexed herewith as âAnnexure Eâ. The Company has re-appointed M/s D K Jain & Co., as the Secretarial Auditor for the year 2024-25.

There is no observation in the Secretarial Audit Report, which needs no comments by the Board of Directors of the company.

21. Management Discussion and Analysis Report

22. Corporate Governance

2) Auditorâs Certificate in the Corporate Governance.

23. CSR Initiatives

In view of the profit of D & H India Limited during immediately preceding three financial years, the company is required to undertake Corporate Social Responsibility (CSR) activities during the year 2023-24 as per provisions of the section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, the company has undertaken activities in the areas of Education as covered in the Schedule VII of the Companies Act, 2013.

The Company was required to spend Rs.4.67 lakhs based of the average qualifying net profits of the last three financial years on CSR activities on projects in FY 2023-24. During the year under review, the Company has spent Rs. 4.67 lakhs on CSR activities within the prescribed time limit.

The Annual Report on CSR containing the composition of the CSR & Sustainability Committee, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in âAnnexure -Fâ attached to this Report. The CSR Policy may be accessed on the Companyâs website at the link https:// www.dnhindia.com/policies.html.

The Company is not required to have CSR Committee as such, the Board is responsible to implements of the CSR activities.

Your Board informs that, in the F.Y. 2023-24, the net profit of the company of Rs.462.69 Lakhs which is below the threshold limit as prescribed under section 135(1) of the Companies Act, 2013 and the company is not falling under the other threshold limits as prescribed under section 135(1) of the companies Act, 2013. Therefore, your company is not required to undertake any CSR activities in the F.Y. 2024-25.

24. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 for the year ended 31^st March, 2024 is hosted on http://www.dnhindia.com. is provided through the following link https: //dnhindia.com/wp-content/uploads/2024/08/File-No .16. -MGT-7 -as-on-

31.03.2024.pdf. The same shall be filed to Registrar of Companies after holding of AGM on 28^thSeptember 2024.

25. Related Party Transactions

26. Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards sexual harassment at workplace. It has a well - defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal Committee is in place to redress complaints received regarding sexual harassment. The Company has not received any complaint of sexual harassment during the financial year 2023-2024.

27. Economic Scenario and Outlook

The fast economic growth appears to have and a gradual increase in economic activity is expected in 2024. The medium term to long term growth prospects looks positive in view of the Governmentâs determination to bring in reforms. For the year 2024-25, the economy is expected to grow at a higher rate than in 2023-24. The long-term prospects for the economy are optimistic.

28. Occupational Health & Safety (OH&S)

With regard to contractor safety, the two key focus areas identified were:

â¢ Facility Management for the contractorsâ employees

The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc.

â¢ Equipment, Tools & Material Management.

29. Human Resources

During the year under review, the following Human Resources initiatives received greater focus:

platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

â¢ Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

30. Significant and material orders passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators/Courts of law which have impact on the going concern status of the Company and its future operations.

31. Enhancing Shareholders Value

32. Material changes and commitments affecting the financial position of the company after closure of the financial year.

There is no material change and commitments affecting the financial position of the Company occurred after closure of the financial year and before approval of this report. However, the Board of Directors at their meeting held on 10^th August, 2024 has passed the resolution for alteration in the Main Object Clause by addition on new business activity related to Infrastructure Development including mining activity and subsequent alteration in the Memorandum of Association is proposed for the approval of members in their Annual General Meeting held on 28^th Sept., 2024.

33. Details of Fraud

There are no instances of fraud reported by the Auditors to the Central Government which needs to be disclosed as per requirement of the provisions of section 134(3)(ca) of the Companies Act, 2013 during the year 2023-24.

34. Change in business.

During the year under review, there was no change in the nature of business of the Company. However, the Board of directors at their meeting held on 10^th August, 2024 has passed the resolution for alteration in the Main Object Clause by addition on new business activity related to Infrastructure Development including mining activity and subsequent alteration in the Memorandum of Association is proposed for the approval of members in their Annual General Meeting held on 28^th Sept., 2024.

35. Provision of Voting by Electronic Means.

Your Company is providing E-voting facility as per section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM, and no physical meeting will be held, and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility are provided with the notice of the Meeting.

36. General.

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

c. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

d. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its company or its subsidiary.

e. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

f. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split, declaration and payment of dividend and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company issued 4,00,000 equity shares of Rs. 10/- each pursuant to conversion of warrants during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI ICDR Regulations, 2018;

g. There were no revisions in the Financial Statement and Boardâs Report.

h. The company is not required to have risk management Committee; however, the Audit Committee will frame, implement and monitor the risk management plan for the Company.

37. Acknowledgments

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Harsh Vora Atithi Vora

Place: Indore Managing Director Director

Date: 23^rd August 2024 DIN 00149287 DIN 06899964

Mar 31, 2023

The Directors take pleasure in presenting their 38^th Annual Report along with the Audited Standalone and Consolidated financial statements for the year ended 31^st March 2023.

1. Highlights of Performance

â¢ Consolidated income for the year was Rs. 13,885.93 Lakh as compared to Rs. 9,123.94 Lakh in the previous year, an increase of 52.19%.

â¢ Consolidated net sales for the year was Rs. 13,869.20 Lakh as compared to Rs. 9,073.38 Lakh in the previous year, an increase of 52.86%;

â¢ Consolidated profit/loss before tax for the year was Rs. 571.04 Lakh as compared to Rs. 225.16 Lakh profit in the previous year;

â¢ Consolidated profit/loss after tax for the year was Rs. 421.99 Lakh as compared to Rs. 240.03 Lakh profit in the previous year.

2. Financial Results (Rs. Tn Lakhs except EPS)

Particulars	Consolidated		Standalone
Particulars	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from Operations (Net) & other income	13885.93	9123.94	13871.45	9122.72
Profit before Financial Cost & Depreciation	952.85	528.88	948.72	528.13
Financial Cost	207.31	142.26	207.30	141.47
Depreciation	174.50	161.46	174.40	159.91
Profit Before Tax (PBT)	571.04	225.16	567.02	226.75
Provision for Tax	149.05	(14.88)	149.41	(14.83)
Profit After Tax (PAT)	421.99	240.03	417.61	241.58
Less: Minority Interest	-	-	-	-
Balance brought forward from previous year	1268.84	1023.56	1306.50	1059.69
Profit available for Appropriations	1690.83	1268.84	1724.12	1306.50
Earnings Per Share Basic	5.56	2.99	5.50	3.01
Earnings Per Share Diluted	5.43	2.99	5.37	3.01

Review of Operations /State of Affairs:

During the financial year 2022-23, the Company has posted total revenue from operations of Rs. 13859.74 lakhs as against Rs. 9073.38 lakhs in the previous financial year 2021-22 representing an increase in total revenue of 52.75%.

During the year ended on March 31, 2023, the Earnings before Interest, Depreciation and Tax (EBTDTA) has been increased to Rs. 948.72 lakhs as against the EBTDTA of Rs. 582.13 lakhs in the corresponding previous financial year.

The Net Profit before tax of the Company for the financial year 2022-23 has been increased to Rs. 567.02 lakhs as compared to Rs. 226.75 lakhs during the previous financial year.

3. Dividend

Tn order to conserve resources, your directors do not recommend any dividend for the Financial Year 2022-23 (Previous Year 2021-22 Rs. Nil) and proposes to retain the profits for future requirements of the Company.

4. Share Capital

The paid-up Equity Share Capital as on 31^st March 2023 was Rs. 778.80 Lakh divided into 77.88 Lakh equity shares of Rs. 10/- each.

The members of the company at their 37^th Annual General Meeting have passed the resolution for given authority to Board of directors for issuance of 7,88,000 warrants of Rs. 42/- convertible into Equity share of Rs. 10/- (Rupees Ten Only) at a premium of Rs. 32/- per share of the company for every warrant in proportion of 1 share for 1 warrant to the promoter of the Company (âWarrant holder/ Proposed Allotteeâ) on preferential basis convertible within a period of 18 months from the date of issue of the warrants.

The Board of Directors at their meeting held on 12^th October, 2022 has made preferential allotment of 7,88,000 Warrants of Rs. 42/- each convertible into 1 (One) Equity Share of Rs.10/- each at a premium of Rs. 32/- for every warrant to the promoter. On 29^th October, 2022 the Company has converted and allotted 3,88,000 warrants into 3,88,000 equity shares of Rs.10/- each at a premium of Rs.32/- on excising his option for conversion of warrants into equity shares. The company has also received Listing Approval and Trading Approval from BSE Ltd for the aforesaid shares. Consequently, after the allotment of above stated shares, the Paid-up Capital has been increased from Rs.740 Lakhs divided into 74 Lakhs equity shares of Rs. 10/- each to Rs.778.8 Lakhs divided into 77.88 Lakhs equity shares of Rs. 10/- each.

After closing of the financial year 2022-23 on 23^rd May 2023 the Company has further converted and allotted 4,00,000 warrants into 4,00,000 equity shares of Rs.10/- each at a premium of Rs.32/- per share on exercising his option for conversion of warrants into equity shares. The company has also received Listing Approval and Trading Approval from BSE Ltd.

Consequently, after the allotment of above stated shares, the Paid-up Capital has been increased from Rs.778.80 Lakhs divided into 77.88 Lakhs equity shares of Rs. 10/- each to Rs.818.80 Lakhs divided into 81.88 Lakhs equity shares of Rs. 10/- each as on the date of this Board Report.

5. Transfer of profits to reserves

During the year under review your company has not transferred any amount to the general reserves or any other reserve. However, pursuant to conversion of 3,88,000 warrants into 3,88,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share, the company has transferred Rs.124.16 Lakhs as Security Premium. (Previous year Nil)

6. Finance

Further, the company has also issued 7,88,000 convertible warrants after receipt of upfront amount of Rs. 10.50 per warrants aggregating Rs. 82.74 Lakhs (Rupees Eighty Two Lakhs Seventy Four Thousand Only) and further at the time of allotment of 3,88,000 equity shares of Rs. 10/- each upon conversion of 3,88,000 warrants, the company has received Rs.31.50 per shares aggregating Rs. 122.22 Lakhs aggregating Rs. 204.96 Lakhs which is utilized as per the terms of the issue.

7. Public Deposits

Your Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no unclaimed deposits as on 31^st March, 2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S.No.	Particulars	Amt in Rs.
1	Details of Deposits accepted during the year	Nil
2	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4	Deposits not in compliance with law	N.A.
5	NCLT/ NCLAT orders w r t depositors for extension of time and penalty imposed	N A

8. Subsidiaries & Associates

As on 31^st March 2023 Your Company has following companies as its Subsidiaries and Associate. Further, your company is not a subsidiary, associate or joint venture of any other company during the period under review: -

No.

Name of the Company

Status as on 1^st April, 2022

Any change in status

Status as on 31^s2023

March,

V & H Fabricators Pvt. Ltd.

Wholly Owned Subsidiary

No Change

Wholly

Subsidiary

Owned

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of your Company which forms part of this Annual Report.

After closing of the financial year, the company has incorporated one foreign wholly owned subsidiary in the name and style of D & H MIDDLE EAST FZE in Dubai, UAE which was incorporated on 5^th May, 2023 for the purpose of Business of General Trading.

Statement containing salient features of financial information of the Subsidiary Company and Associate

Statement containing salient features of financial information of the Subsidiary Company and Associate is disclosed in the prescribed form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure-A". The Statement also provides details of performance and financial position of above mentioned Companies. On request by the shareholder, the Company shall provide a copy of financial statements in respect of its Subsidiary Company.

The consolidated and standalone financial statements are in compliance with the applicable Indian Accounting Standards (IND AS) to the Company.

9. Director & Key Managerial Personnelâs:

Board Independence

Our definition of âIndependenceâ of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. The Company is having following 3 (Three) Independent directors;

1. Shri Eshanya Guppta

2. Shri Balraj Kishore Namdeo

3. Shri Sunil Kathariya

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall be eligible for re-appointment for 2^nd Term on passing of a special resolution by the Company and shall not be liable to retire by rotation.

Declaration of independence by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria during the year 201819 as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Independent Directors seeking re-appointment

Pursuant to the provision of section 149(10) of the Companies Act, 2013 a first term of 5 (five) consecutive years on the Board of the Company of Shri Balraj Kishore Namdeo (DIN 06620620) as Independent Director will be completed on 31^st March, 2024.

However, he is eligible for re-appointment on passing of special resolution for a second term of five consecutive years. Therefore, the Board in their meeting held on 12^th August, 2023 upon the recommendation of the Nomination and Remuneration Committee has recommended his reappointment w.e.f. 1^st April, 2024 to 31^st March, 2029. Your Board of directors recommends to pass necessary special resolutions to that effect as set out in the notice of the Annual General Meeting. Executive Directors seeking re-appointment

Pursuant to the provisions of section 197 read with Schedule V of the Companies Act, 2013, the existing term of Shri Harsh Vora as the Managing Director and Shri Saurabh Vora as the Whole-time Director of the company will be completed on 30^th Sept., 2023 and on the recommendation of the Nomination and Remuneration Committee and further approval of Board of Directors of the company, the Board has proposed and recommend to pass the matter related to re-appointment of Shri Harsh Vora as the Managing Director and Shri Saurabh Vora as the Whole-time Director for a further term of 3 (Three) years w.e.f. 1^st October, 2023 as per the details and terms and conditions as set out in the notice of AGM.

Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Harsh Vora (DIN: 00149287), Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel

Mr. Harsh Vora, Managing Director; Mr. Saurabh Vora, Whole-time Director, Mr. Rajesh Songirkar, Chief Financial Officer and CS Rajesh Sen; have been categorized as the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

10. Remuneration and Nomination Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee (NRC) framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPâs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link:-http://www.dnhindia. com The details of the same are also covered in Corporate Governance Report forming part of this Annual Report.)

11. Board Meeting and Committees of the Board:

11.1 Number of meetings of the Board:

During the financial year, Nine (9) Board meetings were convened. The details of which are given in the corporate Governance report. The intervening gap between the meetings was within the prescribed period under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

11.2 Committees of the Board

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following 3 (Three) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee (NRC)

12. Particulars of Loans, Guarantees or Investments by Company

During the period under review, your company has not provided any loans, guarantees, or provided any security or made any fresh investment in any other Body Corporate in terms of provisions of section 186 of the Companies Act, 2013 except that the company has made investment details as specified in the relevant Notes in the Financial Statements.

13. Whistle Blower Policy/ Vigil Mechanism

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. Adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. Direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism / Whistle Blower Policy of the Company are made available on the companyâs website http://www.dnhindia.com and have also been provided as âAnnexure-Bâ of part of this Board report.

During the year under review no disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

14. Transfer of Amounts to Investor Education and Protection Fund

An amount of Rs.2,14,284/- in respect of unpaid/unclaimed dividend declared for the FY 2014-2015 as well as 43,997 equity shares of face value of Rs.10/- each, in respect of unpaid/unclaimed

dividend declared in FY 2014-2015, was transferred, and credited to the IEPF during the year. The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

Your Board would like to inform the members that the company is no outstanding unpaid divided amount which remains unpaid for a period of more than 7 (Seven) consecutive years.

16. Particulars of Remuneration of Employees

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of Rs. 8.50 Lakhs p.m. or Rs. 102.00 Lakhs p.a. for the part of the year detailed as below:

Name & Designation of Employee	Mr. Harsh Vora Managing Director	Mr. Saurabh Vora Whole-time Director
Remuneration Received	Rs. 100.07 Lakh	Rs. 81.57 Lakh
Nature of employment	Contractual	Contractual
Qualification & Experience of the Employee	B. Com and More than 38 yearsâ experience in the field of Companyâs product,	B. Tech and 15 yearsâ experience in the industry and Industrial Management.
Date of commencement of employment	06/12/1990	01/10/2014
Age	61 years	36 years
Past Employment Details	-	-
% of the Equity shares held by the Employee in the Company	10,99,745 equity shares of Rs. 10/- each (13.43%)	14,01,100 equity shares of Rs. 10/- each (17.11%)
Name of Director or Manager of the Company, relative of such Employee	Mr. Saurabh Vora, Mrs. Suhani Doshi and Mrs. Atithi Vora	Mr. Harsh Vora, Mrs. Suhani Doshi and Mrs. Atithi Vora

1 7. Risk Management & Internal Financial Control and Its Adequacy

The Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short and long-term business goals of your company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

18. Annual evaluation by the Board

19. Directorâs Responsibility Statement

Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm : -

a) that in the preparation of the annual financial statements for the year ended 31^st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment 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 ended 31^st March 2023 and of the profit of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Auditors and Auditorâs Report & Comments on the Observations by the Auditors Statutory Auditors Appointment and their Report

The Company''s Auditors, M/s Devpura Navlakha & Co., Chartered Accountants, (FRN 121975W) were appointed for a term of Five years at the AGM of the Company held on 30^th September 2020. Your Board is pleased to inform that there are no such observations made by the Auditors in their report for the year 2022-23 which needs any explanation by the Board.

Cost Records and Auditors Appointment and their Report

Pursuant to provisions of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records are maintained by the Company in respect of its manufacturing activity however, the same are not required to be audited during the year 2022-23.

In view of the turnover during the year ended 31^st March, 2023, the Cost Audit shall be applicable for the year 2023-24 therefore, your directors on the recommendation of the Audit Committee, had appointed M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) Cost Auditors to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of Rs.1,25,000/- (plus GST). As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in General Meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s Vinod Bhatt and Associates, Cost Auditors is included in Item No. 8 of the Notice of the 38^thAnnual General Meeting.

Secretarial Auditors Appointment and their Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D K Jain & Co., (FCS 3565: CP 2382) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year 2022-23 is annexed herewith as âAnnexure Eâ. The Company has re-appointed M/s D K Jain & Co., as the Secretarial Auditor for the year 2023-24.

There is one observation in the Secretarial Audit Report which needs comments by the Board of Directors of the company, which is as follows:-

Secretarial Auditor Comment/Observation	Board of Directors comments
The company has not obtained Special Contingency Insurance Policy as required under Para 5 of SEBI	The risk category is not defined by the Insurance Service Providers. Once the product category will list,

Circular No. SEBI/HO/MIRSD/MIRSD RTAMB/P/

we will

take

aforesaid policy. However,

after

the

CIR/ 2022/ 70 dated 25^th May, 2022

closure

of the financial year, the company

has

obtained

renilirem

the ent of

same and has complied the Circular

with

the

21. Management Discussion and Analysis Report

The Management Discussion and Analysis Report covering the matters listed in Reg. 34(2) (e) read with Schedule V of the SEBI (LODR) Regulations, 2015, for the year under review is given as a separate Report in the Annual Report.

22. Corporate Governance

2) Auditorâs Certificate on the Corporate Governance.

23. CSR Initiatives

In view of the paid-up capital, profits and turnover of your company, The Company was not required to undertake any CSR expenditure during the year 2022-23.

Your Board would like to inform the members that, the Profit of the company for the year ended 31^stMarch, 2023 is more than the limit prescribed under section 135 of the Companies Act, 2013 and the company is required to undertake CSR in the year 2023-24.

The company is required to spend Rs. 4.67 Lakhs as a CSR during the F.Y. 2023-24. Pursuant to section 135(9) of the Companies Act, 2013, the company is not required to constitute CSR Committee. However, the company has prepared and implemented the CSR Policy and the same is also hosted on the website of the company at https://www.dnhindia.com/policies.html.

24. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 for the year ended 31^st March, 2023 is hosted on http://www.dnhindia.com. is provided through the following link https://www.dnhindia.com/PDFs/Annual Return N/Form MGT 7 as on 31 03 2023.pdf. The same shall be filed to Registrar of Companies pursuant to AGM to be held on 30^th September 2023.

25. Related Party Transactions

All related party transactions that were entered during the financial year under review were on arm''s length basis and in the ordinary course of the business. Thus, disclosures in Form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required. There were no material significant Related Party Transactions made by the Company during the year that require shareholders'' approval under Regulation 23 of the Listing Regulations or under section 188 of the Companies Act, 2013.

26. Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Committee is in place to redress complaints received regarding sexual harassment. The Company has not received any complaint of sexual harassment during the financial year 2022-2023.

27. Economic Scenario and Outlook

The fast economic growth appears to have and a gradual increase in economic activity is expected in 2023. The medium term to long term growth prospects looks positive in view of the Governmentâs determination to bring in reforms. For the year 2023-24, the economy is expected to grow at a higher rate than in 2022-23. The long-term prospects for the economy are optimistic.

28. Occupational Health & Safety (OH&S)

With regard to contractor safety, the two key focus areas identified were:

â¢ Facility Management for the contractorsâ employees

The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc.

â¢ Equipment, Tools & Material Management.

29. Human Resources

During the year under review, the following Human Resources initiatives received greater focus:

â¢ Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

30. Significant and material orders passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators/Courts of law which have impact on the going concern status of the Company and its future operations.

31. Enhancing Shareholders Value

32. Material changes and commitments affecting the financial position of the company after closure of the financial year.

Following are the material changes and commitments which may affect the financial position of the company occurred after closure of the financial year and before approval of this report are as follows:-

1) The company has allotted 4,00,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share pursuant to request received from promoter for conversion of 4,00,000 warrants of Rs. 42/- each on 23^rd May, 2023 and the company has received a sum of Rs. 126.00 Lakhs for which the company received listing and trading approval from BSE Limited as per the requirement of SEBI (ICDR) Regulations, 2018;

2) The company has incorporated one foreign wholly owned subsidiary in the name and style of D & H MIDDLE EAST FZE in Dubai, UAE which was incorporated on 5^th May, 2023 which was incorporated for the purpose of Business of General Trading.

Except above, there is no material changes and commitments affecting the financial position of the Company occurred after closure of the financial year and before approval of this report

33. Details of Fraud

34. Change in business.

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

35. Provision of Voting by Electronic Means.

Your Company is providing E-voting facility as per section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM, and no physical meeting will be held, and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility are provided with the notice of the Meeting.

36. General.

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

c. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

d. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from it company or its subsidiary.

e. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

f. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split, declaration and payment of dividend and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has issued and allotted 7,88,000 convertible warrants into 7,88,000 equity shares of the company and further 3,88,000 equity shares of Rs. 10/- each pursuant to conversion of warrants during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI ICDR Regulations;

g. There were no revisions in the Financial Statement and Boardâs Report.

h. The company is not required to have risk management Committee; however, the Audit Committee will frame, implement and monitor the risk management plan for the Company.

37. Acknowledgments

For and on behalf of the Board

Harsh Vora Sushil Rawka

Place: Indore Managing Director Director

Date: 12^th August 2023 DIN 00149287 DIN 00156990

Mar 31, 2015

DEAR MEMBERS,

The Directors take pleasure in presenting the 30th Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. HIGHLIGHTS OF PERFORMANCE

* Consolidated income for the year was Rs.6701.40 Lakhs as compared to Rs.7074.62 Lakhs in the previous year a decline of 5.57%;

* Consolidated net sales for the year was Rs.6626.43 Lakhs as compared to Rs.7053.88 Lakhs in the previous year, a decline of6.45%;

* Consolidated profit before tax for the year was Rs.161.22 Lakhs as compared to Rs.302.78 Lakhs in the previous year;

* Consolidated Profit after tax for the year was Rs.118.10 Lakhs as compared to Rs.196.01 Lakhs in 2014.

2. FINANCIAL RESULTS (Rs.ln Lakhs)

Particulars Consolidated Stand Alone

Particulars Consolidated

31.03.2015 31.03.2014

Revenue from Operations (Net) 6701.40 7074.62 and other income

Profit before Financial Cost 429.88 483.46 & Depreciation

Financial Cost 97.46 70.42

Depreciation 171.20 110.26

Adjustment related to Fixed 32.27 - Assets (Net of Deferred Tax)

Profit Before Tax (PBT) 161.22 302.78

Provision for Tax 43.12 106.77

Profit After Tax (PAT) 118.10 196.01

Less: Minority Interest 0.02 -

Balance brought forward 1042.99 940.27 from previous year

Profit available for Appropriations 1161.07 1136.28

Appropriations:

Proposed Final Equity Dividend 37.00 37.00

Tax on Equity Dividends 7.53 6.29

General Reserve 30.00 50.00

Surplus carried to the next 1054.27 1042.99 year's account

Particulars Standalone

31.03.2015 31.03.2014

Revenue from Operations (Net) 6558.78 6909.55 and other income

Profit before Financial Cost 419.29 468.25 & Depreciation

Financial Cost 97.12 69.56

Depreciation 161.73 103.66

Adjustment related to Fixed 32.17 - Assets (Net of Deferred Tax)

Profit Before Tax (PBT) 160.44 295.02

Provision for Tax 42.78 104.23

Profit After Tax (PAT) 117.66 190.79

Less: Minority Interest - -

Balance brought forward 1037.42 939.91 from previous year

Profit available for Appropriations 1155.08 1130.70

Appropriations:

Proposed Final Equity Dividend 37.00 37.00

Tax on Equity Dividends 7.53 6.29

General Reserve 30.00 50.00

Surplus carried to the next 1048.38 1037.41 year's account

3. DIVIDEND

Your directors are pleased to recommend a dividend of Re. 0.50 per share (5%) of Rs.10/- each absorbing a sum of Rs. 44.53 Lacs. (Previous year Re. 0.50 per share (5%) of Rs. 10/- each). The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 7,40,00,000/- divided into 74,00,000 equity shares of Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4.1 Transferto reserves

During the year under review your company has transferred Rs. 30,00,000/-to the general reserves. (Previous year Rs. 50,00,000/-)

5. FINANCE

Cash and cash equivalent as at31stMarch, 2015 was Rs.97.12 Lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

5.1 DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31 st March, 2015. Further that it has not accepted any deposit in violation of the provisions of the Chapter V of the Companies Act, 2013.

5.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

In addition to the above, the Company has given advance against salary or otherwise to employees of the Company as per the terms of appointment and the Company's policy on which no interest were charged.

6. ECONOMIC SCENARIO AND OUTLOOK

The low economic growth appears to have bottomed out and a gradual increase in economic activity is expected in 2015. The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms. For the year 2015, the economy is expected to grow at a higher rate than in 2014. The long term prospect for the economy is optimistic.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the paid up capital, profits and turnover of the company during the previous three years, the Company does not fall under the provisions of the section 135 of the Companies Act, 2013 and the rules made their under.

8. OCCUPATIONAL HEALTH & SAFETY (OH&S)

With regard to contractor safety, two key areas of focus identified were Facility Management for the contractors' employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure 'Zero Harm'.

9. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry.

During the year under review, the following Human Resources initiatives received greaterfocus:

* Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

* Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

* Industrial Relations: The Company's Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

10. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Companywww.dnhindia.com

12. AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDIARIES

Pursuant to the Rule 9(5)(iv) of the Companies (Accounts) Rules, 2014 the following particulars being submitted to the Companies become Subsidiary, Associates or ceased pursuant to the provisions of section 2(6) of the CompaniesAct,2013.

Name of the Position as on Date on which Date on which other Company 1st April, 2014 become as a ceased asa Associate Associate

V & H Fabricators Wholly Owned 07.07.2012 - Pvt. Ltd. Subsidiary

Commonwealth Subsidiary - - Mining Pvt. Ltd.

Name of the Reasons Remarks other Company

V & H Fabricators Entire shareholding - Pvt. Ltd. with the Company with Nominee of Harsh Vora

Commonwealth holding 50% of - Mining Pvt. Ltd. share capital

As on 31st March, 2015, the Company Commonwealth Mining Pvt. Ltd. is not carrying any business activities. The Company does not have joint venture Company at the beginning or any time during the year 2014-15.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary company is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.dnhindia.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.dnhindia.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company's registered office.

13. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONALS

13.1 Independent Directors

At the Annual General Meeting (AGM)ofthe Company held on 30th Sept, 2014, the Members of the Company had re-appointed the existing independent directors Shri Basant Singh Johari, (DIN 00155715) Shri Jagdish Chand Kapur (DIN 00155290) and Shri Surjit Singh (DIN 00654215) as Independent Directors under the Companies Act, 2013 for a period of 5 years upto 31st March 2019. The Company has further appointed Shri Eshanya B Guppta (DIN 01727743) and Shri Sunil Kathariya (DIN 07155856) in the category of Independent Director by the Board at their meeting held on 15th May, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

13.2 Executive directors and Key Managerial Personnel's

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Shri Harsh Vora (DIN 00149287) as Managing Director for a further period of three yearw.e.f. 29lh October, 2014 and Shri Saurabh Vora (DIN 02750484) & Mrs. Atithi Vora (DIN 06899964) as Whole Time Directors for a period of three yearw.e.f. 1sl October, 2014

The Company is already having Shri Harsh Vora as the Managing Director and Shri Madhusudan Jain as the Whole-time director being the Key Managerial Personnel's of the Company.

The Board has approved the re-designation of Shri Rajesh Sen, Company Secretary of the Company as a Company Secretary and Key Managerial Person of the Company and Shri Sanat Kumar Jain, General Manager Finance of the Company as a Chief Financial Officer (CFO) and Key Managerial Person of the Company w.e.f. 1st April, 2014.

13.3 Directors seeking re-appointment

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Shri Sushil Rawka (DIN 00156990) retires by rotation and is eligible for re-appointment.

Shri Eshanya B Guppta (DIN: 01727743) and Shri Sunil Kathariya (DIN: 07155856) were appointed by the Board as an additional directors in the category of the Independent director at their meeting held on 15th May, 2015 and the Company has received a notice as required under section 160 of the Companies Act, 2013 for proposal to appoint them at the Annual General Meeting in the category of the Independent Directors of the Company.

Shri Madhusudan Jain, Whole-time directors, whose term is being over on 23rd January, 2016 has been re- appointed by the Board upon the recommendation of the Remuneration and Nomination Committee of the Board for a further tenure of 3 years w.e.f. 24th January, 2016, subject to the approval of the Central Government.

Your directors recommend to pass necessary resolution as set out in the Item No. 5 to 7 of the notice of the annual general meeting.

13.4 Directors ceased during the year

Shri Vimal Lunia and Shri Nirmal Lunia, the Directors have resigned from the Board w.e.f. 12th August 2014 due to pre- occupation. Your directors place on record their appreciation for the valuable Services rendered by them to the Company.

14. BOARD OF DIRECTORS, REMUNERATION POLICY AND THEIR MEETINGS

14.1 Number of meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Indore, at the Head Office of the Company. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4 (Four) times in financial year 2014-15 viz., on 30th May, 2014,12thAugust, 2014,8th Nov., 2014 and 2nd Feb., 2015. The maximum interval between any two meetings did not exceed 120 days.

14.2 Board independence

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:-

14.3 Company's policy on Directors' appointment and remuneration

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure E to this Report and hosted at the website of the Company at www.dnhindia.com.

14.4 Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. Amember of the Board will not participate in the discussion of his/her evaluation.

15. DIRECTORS'RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31 "2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has the following five Committees as follows:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Risk management Committee

(e) Independent Director Committee

(f) Internal Committee for (Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 redressal of complaint at the workplace

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the CEO & MD and the CFO. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The particulars of the related party transactions have been given in the FormAOC-2 and attached with this Report as an Annexure F.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. A disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 being enclosed as Annexure F with the Board's Report and hosted at the website of the Companyatwww.dnhindia.com.

18. SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

19. AUDITORS

19.1 Statutory Auditors Appointment

The Company's Auditors, M/sABN & Co., Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting of the Company held on 30th September, 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3) (g) of the Companies Act, 2013 and the Rules framed thereunder for ratification for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board

19.2 Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is not required to be audited. But your Directors had, on the recommendation of the Audit Committee, appointed M/s Vijay P. Joshi & Associates, Cost Accountants audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs. 45,000/-.

19.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D K Jain & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

20. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

21. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

21.1. CEO & CFO certification

Certificate from Shri Harsh Vora, Managing Director and Mr. Sanat Kumar Jain, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 30th May, 2015.

A copy of the certificate on the financial statements for the financial year ended March, 31,2015 is annexed along with this Report as Annexure A.

22. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure C".

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report a copy of the annexure may write to the Company Secretary at the Company's registered office.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure D".

26. PARTICULARS OF REMUNERATION OF EMPLOYEES

The applicable information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 in respect of the employees are as under.

S. Name and Age Designation Remuneration No. (Amount in Rs.)

1 Harsh Vora Managing 89,33,533/- (53 Year) Director

2. Madhusudan Jain Whole Time 83,71,706/- (49 Year) Director

S. Name and Age Qualification Experience No. (in years)

1 Harsh Vora B.Com 30 (53 Year)

2. Madhusudan Jain Mechanical 25 (49 Year)

S. Name and Age Date of Previous No. joining employment

1 Harsh Vora 06.12.1990 Nil (53 Year)

2. Madhusudan Jain 24.01.2004 Nil (49 Year) Engineer

The particulars of the remuneration to the directors pursuant to the section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration to the Managerial Personnel) Rules 2014 are enclosed as Annexure E.

27. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

28. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and otherfactors such as litigation and industrial relations.

For and on behalf of the Board

Place: Indore Harsh Vora SushilRawka Date: 13lhAugust, 2015 Managing Director Director DIN 00149287 DIN00156990

Mar 31, 2014

The Members

The directors have pleasure in presenting Twenty Ninth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

OPERATIONAL PERFORMANCE

The operational performance of the Company for the period under review is as below: -

Year ended Year ended 31.03.2014 31.03.2013 (Rs. in lacs) (Rs. in lacs)

Gross Sales and other Income 7726.16 7664.61

Profit before Interest & Depreciation 472.67 543.71

Interest and Financial Charges 69.56 60.08

Depreciation 103.66 90.83

Net Profit for the year 295.02 387.18

Provision for Income tax (Current) 104.23 128.17

Balance carried from previous year 939.91 823.91

Profit available for appropriation 1130.70 1082.89

Provision for dividend & Dividend distribution tax 43.29 43.00

Transfer to General Reserve 50.00 100.00

Balance carried to Balance sheet 1037.42 939.89

The sales performance of the Company has shown improvement over the last year. The cost effective measures have also contributed to the improved performance in terms of profitability, inspite of significant increase in the cost of raw materials

DIVIDEND

Your directors are pleased to recommend a dividend of 5 % (Re. 0.50 per share) absorbing a sum of Rs 43.29 Lacs. Previous year 5 % Re. 0.50 per share) The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date

EXPORT

Your company has chalked out a plan to grow in the export market. This segment of the business is expected to grow at a faster rate, in the coming years.

EXPANSION

Company is in the process of expanding its capacity and is also entering into allied business. The Company had already taken steps for the purpose of expansion and diversification and for this funds have been arranged through internal sources.

DIRECTORS

Shri Sushil Rawka, Shri Surjit Singh, Shri Basant Singh Johari, and Shri J.C. Kapur, Independent Directors although not liable to retire by rotation at the ensuing Annual General Meeting, however in view of the requirement of section 149 of the Companies Act, 2013 the Company has received notice from the members under section 160 of the Companies Act, 2013 for their appointment as the independent directors of the Company for a term of five years upto 31st March, 2019. and being eligible offer themselves for the re-appointment. The Company has also received declarations from Shri Basant Singh Johari, Shri Surjit Singh and Shri Jagdish Chand Kapur that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

In the opinion of the Board, Shri Basant Singh Johari, Surjit Singh and Jagdish Chand Kapur fulfill the conditions for appointment as Independent Directors as specified in the Act and the Listing Agreement. Shri Basant Singh Johari, Shri Surjit Singh and Shri Jagdish Chand Kapur are independent of the management.

The Company has also received notice from the members under section 160 of the Companies Act, 2013 for their appointment of Mrs. Atithi Vora as the Women Director and Shri Saurabh Vora as a director of the Company we.f 1st Oct., 2014.

Upon the recommendation of the Nomination and Remuneration Committee, the Board further proposes to appoint Mrs. Atithi Vora and Shri Saurabh Vora as the Whole-time Directors of the Company we.f 1st Oct., 2014 for a period of 3 years. And on the expiration of the existing tenure also proposes the re-appointment of Shri Harsh Vora as the managing director of the company for a period of three years we.f 29.10.2014.

The Board of Directors recommends their appointments and to pass necessary respective resolutions as set out in the notice of the annual general meeting. Mr. Vimal Lunia and Mr. Nirmal Lunia have resigned from the Directorship of the Company on 12th August, 2014. Mr. Vimal Lunia and Mr. Nirmal Lunia were Directors of the Company since September 20, 2003. Your Directors place on record the valuable guidance, support and advice extended by Mr. Vimal Lunia and Mr. Nirmal Lunia during his tenure as Directors.

CORPORATE GOVERNANCE

Report on Corporate Governance is enclosed and is forming part of the Directors'' Report. A certificate from the Statutory Auditors of the Company regarding Compliance of the conditions of the Corporate Governance is attached to this report.

FIXED DEPOSITS

Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under and there were no outstanding deposits as art 31st March, 2014..

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the

Companies Act, 1956 your directors confirm that: -

(Iin the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for that period;

(iii) 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 your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of Conservation of Energy and Technology Absorption under provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given as Annexure to this report.

Foreign Exchange earning was 10.50 Lacs and the outgo was Rs. 422.29 Lacs during the Year.

AUDITORS

M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and who being eligible offer themselves for re-appointment. The Company has received letters from M/s ABN & Co. to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)((g) of the Companies Act, 2013 and that he is not disqualified for re- appointment. The Board recommends their re- appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s ABN & Co., Chartered Accountants (ICAI Firm Registration No. 004447C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Thirty Two AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the Board on the recommendations of the Audit Committee.

AUDITOR''S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is attached herewith. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies 2013 read with the Companies (Appointment and Qualification of Managerial Personal) Rules, 2014, the company has appointed M/s D. K. Jain & Co., Company Secretaries as the Secretarial Auditors for the year 2014- 15.

COST AUDITORS

The Company has appointed to Vijay P. Joshi & Associates Cost Accountants; as a cost auditors for conducting the audit of cost records of the Company for the financial year 2013-14. The Company is in process for filing of the Cost Audit Report within the stipulated time. Pursuant to the Cost Audit Rules, 2014, now the Company is out of purview of the Cost Audit requirement for the year 2014- 15.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

ACKNOWLEDGMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

FOR AND ON BEHALF OF THE BOARD

HARSH VORA MANAGING DIRECTOR DIN 00149287

PLACE: INDORE SUSHIL RAWKA 12 AT August, 2014 DIRECTOR DIN : 00156990

Mar 31, 2013

To The Members

The directors have pleasure in presenting Twenty Eighth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

OPERATIONAL PERFORMANCE

The operational performance of the Company for the period under review is as below: -

Year ended Year ended 31.03.2013 31.03.2012 (Rs. in lacs) (Rs. in lacs)

Gross Sales and Other Income 7664.61 7279.44

Profit before Interest & Depreciation 543.71 467.12

Interest and Financial Charges 60.08 24.58

Depreciation 90.83 87.47

Net Profit for the year 287.18 355.07

Provision for Income tax

(Current) 128.17 115.86

Balance carried from previous year 823.91 677.70

Profit available for appropriation 1082.89 916.91

Provision for dividend & Dividend distribution tax 43.00 43.00

Transfer to

General Reserve 100.00 50.00

Balance carried to

Balance sheet 939.89 823.91

The sales performance of the Company has shown improvement over the last year. The cost effective measures have also contributed to the improved performance in terms of profitability, inspite of significant increase in the cost of raw materials.

DIVIDEND

Your directors are pleased to recommend a dividend of 5% (Re. 0.50 per share) absorbing a sum of Rs 37.00 Lacs. The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date.

EXPORT

Your company has chalked out a plan to grow in the export market. This segment of the business is expected to grow at a faster rate, in the coming years.

EXPANSION

Company is in the process of expanding its capacity and is also entering into allied business. The Company had already taken steps for the purpose of expansion and diversification and for this funds have been arranged through internal sources.

DIRECTORS

Mr. Basant Singh Johari and Mr. Nirmal Lunia, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for the re-appointment. The Board of Directors recommends their re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance is enclosed and is forming part of the Directors'' Report. A certificate from the Statutory Auditors of the Company regarding Compliance of the conditions of the Corporate Governance is attached to this report.

FIXED DEPOSITS

Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under.

DIRECTOR''S RESPONSIBILITY STATEMENT In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: - (I) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for that period;

(iii) 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 your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AND

FOREIGN EXCHANGE

Details of Conservation of Energy and Technology Absorption under provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given as Annexure to this report.

Foreign Exchange earning was 96.73 Lacs and the outgo was Rs.231.04 Lacs during the Year.

AUDITORS

M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and who being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITOR''S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is attached herewith.

PARTICULARS OF EMPLOYEES

There is no information to be given in terms of section 217 (2A) of the Companies Act, 1956 read with the rules framed there under.

ACKNOWLEDGMENT

The Directors thank the customers, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Concerned State Governments and other Government Departments and Government Agencies for their cooperation. FOR AND ON BEHALF OF THE BOARD

HARSH VORA MANAGING DIRECTOR

VASUDEO S. BHATE

TECHNICAL DIRECTOR

PLACE: INDORE

DATE : 27th May, 2013

Mar 31, 2012

The directors have pleasure in presenting Twenty Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

OPERATIONAL PERFORMANCE

The operational performance of the Company for the period under review is as below: -

Year ended Year ended 31.03.2012 31.03.2011 (Rs. in lacs) (Rs. in lacs)

Gross Sales and

other Income 7279.44 6163.87

Profit before Interest

& Depreciation 467.12 325.56

Interest and

Financial Charges 24.58 22.70

Depreciation 87.47 69.21

Net Profit for the year 355.07 233.65

Provision for Income tax

(Current) 115.86 76.20

Balance carried from

previous year 677.70 611.59

Profit available for

appropriation 916.91 768.16

Provision for dividend &

Dividend distribution tax 43.00 40.46

Transfer to

General Reserve 50.00 50.00

Balance carried to

Balance sheet 823.91 677.70

The sales performance of the Company has shown improvement over the last year. The cost effective measures have also contributed to the improved performance in terms of profitability, inspite of significant increase in the cost of raw materials.

DIVIDEND

Your directors are pleased to recommend a dividend of 5 % (Re. 0.50 per share) absorbing a sum of Rs 37.00 Lacs. The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date.

EXPORT

Your company has chalked out a plan to grow in the export market. This segment of the business is expected to grow at a faster rate, in the coming years.

EXPANSION

Company is in the process of expanding its capacity and is also entering into allied business. The Company had already taken steps for the purpose of expansion and diversification and for this funds have been arranged through internal sources.

DIRECTORS

Mr. J.C. Kapur and Mr. Nirmal Lunia, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for the re- appointment. The Board of Directors recommends their re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance is enclosed and is forming part of the Directors' Report. A certificate from the Statutory Auditors of the Company regarding Compliance of the conditions of the Corporate Governance is attached to this report.

FIXED DEPOSITS

Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: - (I) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for that period;

(iii) 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 your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of Conservation of Energy and Technology Absorption under provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given as Annexure to this report.

Foreign Exchange earning was 68.21 Lacs and the outgo was Rs.127.06 Lacs during the Year.

AUDITORS

M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and who being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITOR'S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is attached herewith.

PARTICULARS OF EMPLOYEES

There is no information to be given in terms of section 217 (2A) of the Companies Act, 1956 read with the rules framed there under.

ACKNOWLEDGMENT

The Directors thank the customers, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Concerned State Governments and other Government Departments and Government Agencies for their cooperation.

FOR AND ON BEHALF OF THE BOARD HARSH VORA MANAGING DIRECTOR VASUDEO S. BHATE TECHNICAL DIRECTOR PLACE: INDORE

DATE : 11th August, 2012

Mar 31, 2010

The directors have pleasure in presenting Twenty Fifth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

OPERATIONAL PERFORMANCE

The operational performance of the Company for the period under review is as below: -

Year ended Year ended

31.03.2010 31.03.2009

(Rs. in lacs) (Rs. in lacs)

Gross Sales and other Income 5658.64 5454.40

Profit before Interest & Depreciation 307.50 458.08

Interest and Financial Charges 12.96 39.23

Depreciation 53.31 45.82

Net Profit for the year 241.23 373.03

Provision for Income tax (Current) 76.75 120.00

Balance carried from previous year 539.66 467.20

Profit available for appropriation 698.67 708.21

Provision for dividend & Dividend distribution tax 37.08 68.55

Transfer to General Reserve 50.00 100.00

Balance carried to Balance sheet 611.59 539.66

The sales performance of the Company has shown improvement over the last year. However the profit of the Company has been adversely affected, mainly on account of substantial increase in the prices of raw material.

DIVIDEND

Your directors are pleased to recommend a dividend of 5 % (Re. 0.50 per share) absorbing a sum of Rs 31.80 Lacs. The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date.

EXPORT

Your company has chalked out a plan to grow in the export market. This segment of the business is expected to grow at a faster rate, in the coming years.

EXPANSION

Company is in the process of expanding its capacity and is also entering into allied business. The Company had already taken steps for the purpose of expansion and diversification and for this funds have been arranged through internal sources.

DIRECTORS

Mr. Basant Singh Johari and Mr. Surjit Singh, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for the re-appointment. The Board of Directors recommends their re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance is enclosed and is forming part of the Directors Report. A certificate from the Statutory Auditors of the Company regarding Compliance of the conditions of the Corporate Governance is attached to this report.

FIXED DEPOSITS

Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: -

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed

along with proper explanation relating to material departures; (ii) the Directors had selected such accounting policies and applied them consistently and made

judgments and estimates that they are reasonable and prudent so as to give a true and fair view of the

state of affairs of your Company at the end of financial year and of the profit of your Company for

that period; (iii) 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 your Company

and for preventing and detecting fraud and other irregularities; (iv) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of Conservation of Energy and Technology Absorption under provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given as Annexure to this report.

Foreign Exchange earning was Rs. 5.27 Lacs and the outgo was Rs.105.98 Lacs during the Year.

AUDITORS

M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and who being eligible offer themselves for re- appointment. The Board recommends their re-appointment.

AUDITORS REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is attached herewith.

PARTICULARS OF EMPLOYEES

Particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forming part of the Directors report for the year ended 31st March, 2010 is given in Annexure ÃC

ACKNOWLEDGMENT

The Directors thank the customers, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Concerned State Governments and other Government Departments and Government Agencies for their cooperation.

FOR AND ON BEHALF OF THE BOARD

PLACE : INDORE HARSH KUMAR VORA VASUDEO S. BHATE

DATE : 17th August, 2010 MANAGING DIRECTOR TECHNICAL DIRECTOR

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