Notes to Accounts of D & H India Ltd.

Mar 31, 2025

During the financial year ended March 31, 2025, the Company completed the closure of its wholly-owned subsidiary based in Dubai. The decision to wind down the subsidiary was taken as part of the Company''s strategic realignment and focus on core geographies. The closure process was finalized in May 2024, including settlement of all outstanding liabilities, disposal of assets, and completion of applicable regulatory requirements in the UAE.The impact of the closure on the Group''s consolidated financial statements for the year ended March 31, 2025, is not material.This transaction does not have a continuing effect on the Group''s operations or financial position going forward.

24.1 Defined Benefit plans :

a. The employees'' gratuity fund scheme managed by Life Insurance Corporation of India for the Company is a defined benefit plan. During the year the company paid Rs. 2.99 Lacs (Pre. Year Rs. 0.53 Lacs ) for future gratuity benefits of the employees of company.

24.2 b.Company has made provision for benefit related to the leave encashment as per the policy of the company.

30 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

31 In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

32 Amortization of lease hold land is being done as per the Ind AS 116 using the modified retrospective method, with the date of initial application on April 01 ,2020

38 |Segment Reporting : Not Applicable

39 These financial statements have been prepared in the format prescribed by the revised Schedule IH(Division II) to the companies Act 2013. Previous period figures have been recasted/ restated to confirm to the current period Figures. Current period figure have been rounded off to the nearest Rs. in Lacs)

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Mar 31, 2024

(G) Provisions, Contingent Liabilities And Contingent Assets

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

Contingent Liabilities are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor disclosed in the financial statement.

(H) Cash Flow Statement

Cash flow are reported using indirect method. The cash flow from operating, financing and investing activities of the company are segregated.

(I) Employees Benefits

Short Term Employee Benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognized as an expense during the period when the employees render the services.

Post-Employment Benefits Defined Contribution Plans

The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid.

Post employment benefits such as Gratuity liability is funded as per group gratuity scheme of Life Insurance of Corporation of India.

(J) Finance Cost

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.

All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred.

(K) Research and Development Expenditure

Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of products are charged to the Statement of Profit and Loss.

(L) Taxation

The tax expense for the period comprises of current tax and deferred income tax. Tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the Other Comprehensive Income or in equity. In which case, the tax is also recognised in Other Comprehensive Income or Equity.

i) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the Income Tax authorities, based on tax rates and laws that are enacted at the Balance sheet date.

ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period.

(M) Foreign Currency Transactions

(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction.

(ii) Monetary items denominated in foreign currencies, if any, at the end of the year are restated at year end rates. Non monetary foreign currency items are carried at cost.

(iii) Any income or expense on account of exchange difference either on settlement or on translation is recognized in the Profit and Loss Account, except in cases where they relate to acquisition of fixed assets, in which case, they are adjusted to the carrying cost of such assets.

(N) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

(O) Government Grants and subsidies

Grants & Subsidies from the government are recognized when there is reasonable assurance that the company will comply with the conditions attached to them, and the grant/subsidy will be received. When the grant or subsidy relates to revenue, it is recognized as income on a systematic basis in the statement of profit and loss over the periods necessary to match them with the related cost. When the grant or subsidy relates to capital assets, it is recognized as deferred income and released to profit & loss a/c on a systematic basis over the periods necessary to match them with the related cost.

(P) Financial Instruments Recognition & Measurement

a) Financial Assets

Financial Assets are recognized when, and only when, the company becomes a party to the contractual provisions of the B11 financial instrument. The company determines the classification of its financial assets at initial recognition

When financial assets are recognized initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss directly attributable transaction cost. Transactions cost of financial assets carried at fair value through profit or loss are expensed in the statement of profit and loss.

b) Financial Liabilities

Financial Liabilities are recognized when, and only when, the company becomes a party to the contractual provisions of the financial instrument. The company determines the classification of its financial liabilities at initial recognition.

When financial liabilities are recognized initially, they are measured at fair value, plus, in the case of financial liabilities not at fair value through profit or loss directly attributable transaction cost Equity Instruments: The Company subsequently measures all equity investments (other than the investment in subsidiaries, joint ventures and associates which are measured at cost) at fair value. Where the Company has elected to present fair value gains and losses on equity investments in other comprehensive income ("FVTOCI"), there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognized in Statement of Profit and Loss as other income when the company''s right to receive payment is Established. At the date of transition to Ind AS, the company has made an irrevocable election to present in Other Comprehensive Income subsequent changes in the fair value of equity investments that are not held for trading.

When the equity investment is derecognized, the cumulative gain or loss recognized in other comprehensive income is reclassified from Other Comprehensive Income to Retained Earnings directly.

Determination of Fair Value: The fair value of a financial instrument on initial recognition is normally the transaction price (fair value of the consideration given or received). Subsequent to initial Recognition, the company determines the fair value of financial instruments that are quoted in the active markets using the quoted bid prices(financial assets held) or quoted ask price(financial liabilities held). Costs of certain unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range. These investments in equity instruments are not held for trading. Instead, they are held for medium or long term strategic purpose. Upon the application of Ind AS 109, the group has chosen to designate these investments in equity instruments as at FVTOCI as the directors believes this provides a more meaningful presentation for medium or long term strategic investments, than reflecting changes in fair value immediately in profit or loss.

(Q) Leases:

The Company’s lease asset classes primarily consist of leases for Land. The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or

contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset. At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and leases of low value assets. For these short-term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease. The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made. A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The re -measurement normally also adjusts the leased assets. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

(R) Cash and cash equivalents

The Company considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an in significant risk of change in value, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

(S) Investment

Non Current Investment in subsidiaries are measured at cost less impairment loss, if any. Current Investment is subsequently measured at fair value through other comprehensive income

See Significant Accounting Policies & Notes 1-42 are an integral part of these financial statements. for and on behalf of M/s Devpura Navlakha & Co.

Chartered Accountants FRN-121975W

(CA Pramodkumar Devpura) (Harsh Vora) (Atithi Vora)

Partner Managing Director Director

M.No. 033342 DIN: 00149287 DIN: 06899964

(Rajesh Sen) (Rajesh Songirkar) Pl_ace: I_nd_ore Company Secretary Chief Financial Officer

Date: 28.05.2024 FCS: 7689

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Mar 31, 2023

(G) Provisions, Contingent Liabilities And Contingent Assets

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

Contingent Liabilities are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor disclosed in the financial statement.

(H) Cash Flow Statement

Cash flow are reported using indirect method. The cash flow from operating, financing and investing activities of the company are segregated.

(I) Employees Benefits

Short Term Employee Benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognized as an expense during the period when the employees render the services.

Post-Employment Benefits Defined Contribution Plans

The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid.

Post employment benefits such as Gratuity liability is funded as per group gratuity scheme of Life Insurance of Corporation of India.

(J) Finance Cost

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.

All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred.

(K) Research and Development Expenditure

Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of products are charged to the Statement of Profit and Loss.

(L) Taxation

The tax expense for the period comprises of current tax and deferred income tax. Tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the Other Comprehensive Income or in equity. In which case, the tax is also recognised in Other Comprehensive Income or Equity.

i) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the Income Tax authorities, based on tax rates and laws that are enacted at the Balance sheet date.

ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period.

(M) Foreign Currency Transactions

(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction.

(ii) Monetary items denominated in foreign currencies, if any, at the end of the year are restated at year end rates. Non monetary foreign currency items are carried at cost.

(iii) Any income or expense on account of exchange difference either on settlement or on translation is recognized in the Profit and Loss Account, except in cases where they relate to acquisition of fixed assets, in which case, they are adjusted to the carrying cost of such assets.

(N) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

(O) Government Grants and subsidies

Grants & Subsidies from the government are recognized when there is reasonable assurance that the company will comply with the conditions attached to them, and the grant/subsidy will be received. When the grant or subsidy relates to revenue, it is recognized as income on a systematic basis in the statement of profit and loss over the periods necessary to match them with the related cost. When the grant or subsidy relates to capital assets, it is recognized as deferred income and released to profit & loss a/c on a systematic basis over the periods necessary to match them with the related cost.

(P) Financial Instruments Recognition & Measurement

a) Financial Assets

Financial Assets are recognized when, and only when, the company becomes a party to the contractual provisions of the B11 financial instrument. The company determines the classification of its financial assets at initial recognition

When financial assets are recognized initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss directly attributable transaction cost. Transactions cost of financial assets carried at fair value through profit or loss are expensed in the statement of profit and loss.

b) Financial Liabilities

Financial Liabilities are recognized when, and only when, the company becomes a party to the contractual provisions of the financial instrument. The company determines the classification of its financial liabilities at initial recognition.

When financial liabilities are recognized initially, they are measured at fair value, plus, in the case of financial liabilities not at fair value through profit or loss directly attributable transaction cost Equity Instruments: The Company subsequently measures all equity investments (other than the investment in subsidiaries, joint ventures and associates which are measured at cost) at fair value. Where the Company has elected to present fair value gains and losses on equity investments in other comprehensive income ("FVTOCI"), there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognized in Statement of Profit and Loss as other income when the company''s right to receive payment is Established. At the date of transition to Ind AS, the company has made an irrevocable election to present in Other Comprehensive Income subsequent changes in the fair value of equity investments that are not held for trading.

When the equity investment is derecognized, the cumulative gain or loss recognized in other comprehensive income is reclassified from Other Comprehensive Income to Retained Earnings directly.

Determination of Fair Value: The fair value of a financial instrument on initial recognition is normally the transaction price (fair value of the consideration given or received). Subsequent to initial Recognition, the company determines the fair value of financial instruments that are quoted in the active markets using the quoted bid prices(financial assets held) or quoted ask price(financial liabilities held). Costs of certain unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range. These investments in equity instruments are not held for trading. Instead, they are held for medium or long term strategic purpose. Upon the application of Ind AS 109, the group has chosen to designate these investments in equity instruments as at FVTOCI as the directors believes this provides a more meaningful presentation for medium or long term strategic investments, than reflecting changes in fair value immediately in profit or loss.

(Q) Leases:

The Company’s lease asset classes primarily consist of leases for Land. The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset. At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and leases of low value assets. For these short-term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease. The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made. A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The re -measurement normally also adjusts the leased assets. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

(R) Cash and cash equivalents

The Company considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an in significant risk of change in value, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

(S) Investment

Non Current Investment in subsidiaries are measured at cost less impairment loss, if any. Current Investment is subsequently measured at fair value through other comprehensive income

39 These financial statements have been prepared in the format prescribed by the revised Schedule III(Division II) to the companies Act 2013. Previous period figures have been recasted/ restated to confirm to the current period Figures. Current period figure have been rounded off to the nearest Rs. in Lacs)

As per our report of even date attached

for and on behalf of M/s Devpura Navlakha & Co. For and on behalf of the Board

Chartered Accountants

FRN-121975W

(CA Pramodkumar Devpura) (Harsh Vora) (Sushil Rawka)

Partner Managing Director Director

M.No. 033342 DIN: 00149287 DIN: 00156990

Place: Indore

D_at_e: 23.05.2023 (Rajesh Sen) (Rajesh Songirkar)

Company Secretary Chief Financial Officer FCS: 7689

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Mar 31, 2015

1) General information

D & H India Limited is engaged in Manufacturing business primarily dealing in Welding Electrodes & Consumables, C02 Wire, M Core Wire, Flux Powder, Flux cored Wire, Stainless Steel Wire & other similar activities. The company has manufacturing plants in India and sells primarily in India.

The company is a public limited company incorporated and domiciled in India and has its registered office at Mumbai, Maharastra, India. Its shares are listed on the Bombay Stock Exchange Ltd. (BSE).

2. Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

3. Nil Equity Shares were issued in the last 5 years under the Employee Stock Options Plan as consideration for services rendered by employees.

4. Capital Reserves Includes Capital subsidy received from DIG as per terms & agreement for the period from 17.03.2011 to 16.03.2016.

5 Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.

6. Working capital limit are secured by hypothecation of present and future stock of raw materials, stock- inprocess, finished goods, stores and spares (not relating to plant and machinery), book debts. & Personal Guarantee of Mr. Harsh Vora& Mr. Madhusudan Jain.

7. Unsecured Loan Taken from Directors are from thier owned fund & Maximum tenure of repayment is within six month.

8. In the absence of information from suppliers of their status being small scale/ ancillary undertakings amount overdue and interest payable there on cannot be quantified.

9. Other Paybles Includes Statutory Liabilities .Advance received from customers & Security Deposits from Dealer.

10. Other Short term provisions includes the diff. of excise duty on opening & closing stock of finished goods.

11. During the Year company commences production at Durg (Chhattisgarh). Hence Capital Work In Progress Converted into Fixed Assets

12. Intangible Assets underdevelopment include SAP under development.

13. Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II. Accordingly the unamortised carrying value is being depreciated over the remaining useful lives. The written down value of Fixed Assets whose lives have expired as at 1st April 2014 have been adjusted net of tax, in the opening balance of Profit and Loss Account amounting to Rs. 3216888

14. Fixed Deposit maintained by the company with bank, which can be withdrawn by the company at any point of time.

15. 'Other Loans and advances includes Advance to Vendors / Service Providers.

16. As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below:

a) Short Term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages, and short term compensated absences, etc. are recognized in the period in which the employee renders the related services.

b) Long Term Benefits Defined Contribution Plans :

The Employee State Insurance Scheme and Contributory Provident Fund administered by Provident Fund Commissioner are defined contribution plans. The Company's contribution paid/payable under the schemes is recognized as expense in the profit and loss account during the period in which the employee renders the related service.

Employers Contribution to Provident fund & ESI 46,45,667 40,61,684

Defined Benefit plans :

a. The employees' gratuity fund scheme managed by Life Insurance Corporation of India for the Company is a defined benefit plan. During the year company paid amount Rs. 358319/- for future gratuity benefits of the employees of company.

b. Benefit related to the Leave Encashment company made provision amounting Rs. 886185/- as per the policy of the company.

17. Interest expenses is net of Interest Subsidy received from DIG Dhar for Ghatabillod Unit amounting to Rs. C.Y.561025 /- P.Y. 250297/-

18. The Excise duty related to the difference between the closing stock and opening stock Rs.(10,33,596)/- (Previous Year Rs. (69,09,789/-) has been shown in other manufacturing expenses and excise duty related to sales amounting to Rs.8,43,54,388/- .(Pr.Yr. Rs.8,16,60,741/-) has been reduced from gross sales.

19. Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, the Company has compiled the required information is as under

Subsidiary Company

V & H Fabricators Pvt. Ltd.(Wholly Owned)

Commonwealth Mining Private Limited Key Managerial Persons

Shri Harsh Kumar Vora (Managing Director)

Shri Madhusudan Jain (Whole Time Director)

Shri Saurabh Vora (Whole Time Director w.e.f 01/10/2014)

Smt. Atithi Vora (Whole Time Director w.e.f 01/10/2014)

Shri Sanat Jain (Chief Financial Officer)

Shri Rajesh Sen ( Company Secretary)

Enterprises Over which Key Managerial Person are able to Exercise Significant Influence

Vora Wires Industries (India) Limited Corna Infra Limited

V & H Infra Pvt. Ltd.

Relative Of Key Managerial Person

Shri Saurabh Vora

Smt. Atithi Vora

20. Various items included under the head Current Assets, Loan & Advances, as well as Current liabilities are subject to confirmation / reconciliation.

21. In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

22. Amortization of lease hold land is not being done as the same is on perpetual lease.

23. Segment Reporting

a) Business Segment:

The Company is mainly engaged in the business of welding consumables. All other activities of the Company revolve around the main business and as such there is no separate reportable business ' segment.

b) Geographical Segment:

Since all the operations of the Company are conducted within India as such there is no separate reportable geographical segment.

24. Contingent Liabilities & Commitments(To the Extent not provided for)

i Guarantees given on behalf of the company - 3,15,400

ii CST Demand (in appeal) 22,94,412 19,04,426

iii Entry Tax Demand (in appeal) 65,224 4,00,987

Total 23,59,636 26,20,813

25. Some of the cases are pending before the Hon'ble courts but management believes that the ultimate outcome of these proceedings will not have a material adverse effects on the Company's financial position and results of operation.

26. These financial statements have been prepared in the format prescribed by the revised Schedule III to the companies Act 2013. Previous period figures have been recasted/ restated to confirm to the current period Figures have been rounded off to the nearest Rupee.

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Mar 31, 2014

1) General information

D & H India Limited is engaged in Manufacturing business primarily dealing in Welding Electrodes & Consumables, CO2 Wire, M Core Wire, Flux Powder, Flux cored Wire & other similar activities. The company has manufacturing plants in India and sells primarily in India. The Company is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956 Its shares are listed on the Bombay Stock Exchange (BSE).

1.2 Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2.1 Nature of Security and terms of repayment for secured borrowings

Nature of Security

a) Term Loan From HDFC Bank amounting Rs. 50/-Lakhs (Previous Year 200/- Lakhs)is secured by way of Hypothecation by First and exclusive charges of Plant & Machinery. & Copllateral security by way of first mortgage of industrial property situated at village: Sejwaya, Gram Ghatabillod, District Dhar & Personal Guarantee of Mr. Harsh Vora & Mr. Madhusudan Jain.

Terms of Repayment

Repayble in 60 Month installment of

Rs. 112617/-@ BR 2.55% starting

from 07/05/2014

b) Vehicle Loans from HDFC Bank amounting to Rs. 9/- Lakhs (Previous Year Two vehicle loan amounting Rs. 16.25/- Lakhs) is secured against respective Vehicles. & Personal Guarantee of Mr. Harsh Vora.

Repayble in 36 Month installment of

Rs. 29570/- 11.25% starting from

08.11.11 respectively

c) Vehicle Loan from State Bank Of India amountingRs. 10/- Lakhs is secured against respective Vehicles.& Personal Guarantee of Mr. Harsh Vora & Mr. Madhusudan Jain.

Repayble in 36 Month installment of

Rs. 33000/-@11.25% starting from

04/11/2011

d) Working Capital Term Loan From HDFC Bank amounting Rs. 500/- Lakhs (Previous Year 400/- Lakhs) is secured by way of Hypothecation by First and exclusive charges of Plant & Machinery. & Copllateral security by way of first mortgage of industrial property situated at village: Sejwaya, Gram Ghatabillod, District Dhar & Personal Guarantee of Mr. Harsh Vora & Mr. Madhusudan Jain.

Repayble in 36 Month installment of

Rs. 15,65,656/- @ BR 2.55%

starting from 03/08/2012

6 Deferred Tax Liability (Net)

Deferred Tax Liability on timing difference on account of difference between written down value of fixed assets

2.1 As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below :

a) Short Term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages, and short term compensated absences, etc. are recognized in the period in which the employee renders the related services.

3 Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, the Company has compiled the required information is as under :-

Associates

Vora Wires Industries (India) Limited

International Steel

Corna Infra Limited (Earlier Known as "Good Creation Investment

& Finance Limited)

Commonwealth Mining Pvt. Ltd.

V & H Infra Pvt. Ltd.

Subsidiary Company

V & H Fabricators Pvt. Ltd. Key Managerial Persons

Shri Harsh Kumar Vora (Managing Director)

Shri Madhusudan Jain (Whole Time Director)

Shri V. S Bhate (Director- For the part of the year)

Transactions with related Parties

Nature of Transactions Associates/Key Management Persons

Associates/Key Management Persons

4 Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

5 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

6 In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

7 Amortization of lease hold land is not being done as the same is on perpetual lease.

8 Segment Reporting

a) Business Segment :

The Company is mainly engaged in the business of welding consumables. All other activities of the Company revolve around the main business and as such there is no separate reportable business segment.

b) Geographical Segment:

Since all the operations of the Company are conducted within India as such there is no separate reportable geographical segment.

9 Contingent Liabilities & Commitments

As at As at 31.03.2014 30.03.2013 Rupes Rupes

i Guarantees given on behalf of the company 3,15,400 6,34,760

ii CST Demand (in appeal) 19,04,426 37,04,484

iii Entry Tax Demand (in appeal) 4,00,987 52,84,665

Total 26,20,813 96,23,909

10 These financial statements have been prepared in the format prescribed by the revised Schedule VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current period. Figures have been rounded off to the nearest Rupee.

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Mar 31, 2013

1) General information

D & H India Limited is engaged in Manufacturing business primarily dealing in Welding Consumables, CO2 Wire, M Core Wire, Flux Powder, Flux cored Wire & other similar activities. The company has manufacturing plants in India and sells primarily in India. The Company is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on the Bombay Stock Exchange (BSE).

2 Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

3 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

4 In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

5 In the absence of information from suppliers of their status being small scale/ ancillary undertakings amount overdue and interest payable there on cannot be quantified.

6 Amortization of lease hold land is not being done as the same is on perpetual lease.

7 Segment Reporting

a) Business Segment :

The Company is mainly engaged in the business of welding consumables. All other activities of the Company revolve around the main business and as such there is no separate reportable business segment.

b) Geographical Segment:

Since all the operations of the Company are conducted within India as such there is no separate reportable geographical segment.

2 Contingent Liabilities & Commitments

i Guarantees given on behalf of the company 6,34,760 11,72,936

ii CST Demand (in appeal) 37,04,484 25,12,172

iii Entry Tax Demand (in appeal) 52,84,665 52,84,665

Total 96,23,909 89,69,773

8 These financial statements have been prepared in the format prescribed by the revised Schedule VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current period. Figures have been rounded off to the nearest Rupee.

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Mar 31, 2012

1) General information

D & H India Limited is engaged in Manufacturing business primarily dealing in Welding Consumables, CO2 Wire, M Core Wire, Flux Powder, Flux cored Wire & other similar activities. The company has manufacturing plants in India and sells primarily in India. The Company is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on the Bombay Stock Exchange (BSE).

2.1 Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2.2 Nil Equity Shares were issued in the last 5 years under the Employee Stock Options Plan as consideration for services rendered by employees.

2.3 Covertible Warrants : The Company has issued and allotted 36,40,400 (Thirty Six Lacs Forty Thousand Four Hundred) Convertible Warrants on 5th April, 2010 at a price of Rs.22.00 each to the promoter and non-promoter bodies corporate on preferential basis. The Holders are entitled to exercise their option to convert the same into fully paid up Equity shares of Rs.10.00 each at a premium of Rs. 12.00 per share at any time within a period of 18 months from the date of allotment. The application money i.e Rs. 5.50 per warrant, in respect of 23,90,400 & 12,50,000 convertible warrants have been received before 31.03.2010 & on 05.04.2010 respectively.

The Company has converted 5,80,400 & 4,60,000 Convertible Warrants of Rs.22.00 (Rupees Twenty Two Only), into equal number of fully paid Equity Shares of Rs.10.00 (Rupees Ten only ) each at a premium of Rs.12.00 ( Rupees Twelve only) each on 28th March,2011 & 4th October,2011 Respectively.

3.1 Capital Reserves Includes Capital subsidy received from DIC as per terms & agreement for the period from 17.03.2011 to 16.03.2016.

3.2 During the year company forfeited 26,00,000 convertible warrant as per the terms & condition of agreement & Board resolution. forfeited warrants issued at 5.5/-per warrant application money and balance amount not paid by the warrant holders so the amount forfeited & transferred to the capital reserve account.

4.1 Working capital limit are secured by hypothecation of present and future stock of raw materials, stock- inprocess,finished goods, stores and spares (not relating to plant and machinery), book debts. & Personal Guarantee of Mr. Harsh Vora & Mr. Madhusudan Jain.

5.1 Other Payables Includes Statutory Liabilities ,Advance received from customers & Interest Payable to the related parties.

6.1 Other Short term provisions includes the diff. of excise duty on opening & closing stock of finished goods.(also refer note no.30)

7.1 As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below

a) Short Term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages, and short term compensated absences, etc. are recognized in the period in which the employee renders the related services.

b) Long Term Benefits Defined Contribution Plans :

The Employee State Insurance Scheme and Contributory Provident Fund administered by Provident Fund Commissioner are defined contribution plans. The Company's contribution paid/payable under the schemes is recognized as expense in the profit and loss account during the period in which the employee renders the related service.

Defined Benefit plans :

a. The employees' gratuity fund scheme managed by Life Insurance Corporation of India for the Company is a defined benefit plan.During the year company paid amount Rs. 2490210/- for future gratuity benefits of the employees of company

b. Benefit related to the Leave Encashment company made provision amounting Rs. 501516/- as per the policy of the company.

8.1 The Excise duty related to the difference between the closing stock and opening stock Rs.8,86,143/-(Previous Year Rs. 7,57,556/-) has been shown in other manufacturing expenses and excise duty related to sales amounting to Rs.6,84,43,945/- .(Pr.Yr. Rs.5,70,42,366/-) has been reduced from gross sales.

9 Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, the Company has compiled the required information is as under :

1 Associates

Vora Wires Industries (India) Limited International Steel

Good Creation Investment & finance limited

V & H Fabricators Pvt. Ltd.

Commonwealth Mining Pvt. Ltd.

Smt. Suchita Kakrecha

Key Managerial Persons

Shri Harsh Kumar Vora (Managing Director)

Shri V.S. Bhate (Director-Technical)

Shri Madhusudan Jain (Whole Time Director)

10 Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

11 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

12 In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

13 In the absence of information from suppliers of their status being small scale/ ancillary undertakings amount overdue and interest payable there on cannot be quantified.

14 Amortization of lease hold land is not being done as the same is on perpetual lease.

15 Segment Reporting

a) Business Segment :

The Company is mainly engaged in the business of welding consumables. All other activities of the Company revolve around the main business and as such there is no separate reportable business segment.

b) Geographical Segment:

Since all the operations of the Company are conducted within India as such there is no separate reportable geographical segment.

16 Contingent Liabilities & Commitments

I Guarantees given on

behalf of the company 11,72,936 1,49,366

ii CST Demand (in appeal) 25,12,172 25,65,551

iii Entry Tax Demand (in appeal) 52,84,665 53,54,842

Total 89,69,773 80,69,759

17 These financial statements have been prepared in the format prescribed by the revised Schedule VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current period. Figures have been rounded off to the nearest Rupee

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Mar 31, 2010

01. Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

02. Previous year figures are regrouped and rearranged wherever found necessary to make them comparable. Figures have been rounded off to the nearest Rupee.

03. Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

04. In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

05. In the absence of information from suppliers of their status being small scale/ ancillary undertakings amount overdue and interest payable there on cannot be quantified.

06. Debtors outstanding exceeding six month is Nil (Pr.Yr. Rs. Twenty Five lacs) against for the sale of shares to a Company in which directors are interested.

07. Loans and Advances includes Rs 57,00,960/-(Pr. Yr.Nil) for advance to Firms/ Companies in which Directors are interested.

08. Amortization of lease hold land is not being done as the same is on perpetual lease.

09. The Excise duty related to the difference between the closing stock and opening stock Rs.(4,18,280/-) [Previous Year Rs.16,02,953/-] has been shown in other manufacturing expenses and excise duty related to sales amounting to Rs.4,39,55,392/- .(Pr.Yr. Rs.5,98,49,949/-) has been reduced from gross sales.

10. The Break- up of deferred tax assets and liabilities into major components at the year end is as under:

11. Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, the Company has compiled the required information is as under :-

Associates : VoraWires Industries (India) Limited

International Steel

Ennar Star Trade Limited

Good Creation Inv.& Fin.Ltd.

V & H Fabricators Pvt.Ltd.

Key Managerial Persons : Shri Harsh Kumar Vora - Managing Director

Shri V . S. Bhate - Director - Technical

Shri Madhusudan Jain - Whole Time Director

12. CONTINGENT LIABILITIES

a) Guarantees given on behalf of the 4,07,456 6,85,034 Company

b) Central Sales Tax demand (in Apeal) 9,32,648 0

c) Entry Tax demand (in Apeal) 3,59,447 0



13. PREFERENCIAL ALLOTMENT OF EQUITY SHARES AND CONVERTIBLE WARRANTS

The Company has converted 5,00,000 (Five Lacs) Convertible Warrants of Rs.22.00 (Rupees Twenty Two Only), into equal number of fully paid Equity Shares of Rs.10.00 (Rupees Ten only ) each at a premium of Rs.12.00 ( Rupees Twelve only) each on 5th October,2009 and 29th March, 2010 respectively.

The Company has issued and allotted 36,40,400 (Thirty Six Lacs Forty Thousand Four Hundred) Convertible Warrants on 5th April, 2010 at a price of Rs.22.00 each to the promoter and non- promoter bodies corporate on preferential basis. The Holders are entitled to exercise their option to convert the same into fully paid up Equity shares of Rs.10.00 each at a premium of Rs. 12.00 per share at any time within a period of 18 months from the date of allotment. The application money i.e Rs. 5.50 per warrant, in respect of 23,90,400 convertible warrants have been received before 31.03.2010