Directors Report of Dhanlaxmi Crop Science Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 20th Annual Report together with Audited Financial Statement for the year ended 31st March, 2025.

1.	FINANCIAL RESULTS		(Rs. in Lakhs]
	Particulars	2024-25	2023-24
	Revenue from Operation	12930.05	6371.03
	Other Income	32. 30	4.04
	Total Income	12962.34	6375.08
	Profit before Finance Costs, Depreciation and Taxation	1265.33	692.04
	Financial Cost	68.52	24.92
	Depreciation and Amortization Expenses	23.94	23.06
	Profit/(Loss) before Tax	1172.87	644.06
	Provision for Tax
	Income Tax	298.21	170.00
	Differed Tax	2.32	(0.99)
	Short/(Excess) Provision of Earlier Year	4.38	7.24
	Net Profit/(Loss) after Tax	867.97	467.82

2. REVIEW OF OPERATION

Your directors are pleased to inform you that the revenue from the operation of the Company for the year under review increased by 102.95% to Rs. 12930.05 Lakhs as against Rs. 6371.03 Lakhs in the previous year. During the year under review, the Company has earned net profit of Rs. 867.97 Lakhs as against the net profit of Rs. 467.82 Lakhs in the previous year. Barring unforeseen circumstances, your Directors are hopeful of achieving better financial performance in the coming years.

3. DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

4. TRANSFER OF RESERVES

The Company did not transfer any sum to general reserves for the year ending 31st March 2025.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there were no changes in the nature of the business of the Company.

6. DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year under review.

7. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution

B. Issued, Subscribed and Paid-up Share Capital:

During the year under review, issued, subscribed and paid up share capital of the Company was increased from Rs. 9,00,00,000/- to Rs. 16,32,80,000/-divided into 1,63,28,000 Equity Shares of Re. 10/-each, pursuant to issue and allotment of 30,00,000 new bonus equity shares of Rs. 10/- each to the existing shareholders of the Company and Issue and allotment of 43,28,000 equity shares of Rs. 10/-each pursuant to the Initial Public Offering (IPO) by way of fresh issuance of its equity shares at an offer price of Rs. 55/- per equity share.

C. Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

D. Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

E. Bonus Shares

Your Company has issues and allotted 30,00,000 equity shares Bonus Shares during the year under

Policy, setting out the parameters for the declaration and distribution of dividends. The Policy is available on the website of the Company at https://dhanlaxmiseeds.com/investor_cat/policies/

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

9. FINANCE

In the month of April, 2024 ICICI Bank has sanctioned to the Company additional working capital upto Rs. 8.29 Crores over & above existing credit facilities.

10. INITIAL PUBLIC ISSUE (IPO)

During the year under review, the Company had successfully come out with the SME Initial Public Offering (IPO). The Public issue consisted of a fresh Issuance of 43,28,000 Equity Shares of face value of Rs. 10/- each fully paid up for cash at price of Rs. 55/- per share (including a premium of Rs. 45/- per shares aggregating to Rs. 23.80 Crores which was opened for subscription on Monday, 9th December, 2024, and closed on Wednesday, 11th December, 2024. After completion of IPO, the paid-up share capital of the Company increased to Rs. 16,32,80,000/- consisting of 1,63,28,000/- fully paid-up equity shares of Rs. 10/- each.

Utilization of IPO Proceeds

The Proceeds from the IPO Net off issue related expenses is Rs. 224.63 Lakhs. The Break-up of IPO proceeds is a under: (? in Lakhs
Sr. No.	Particulars	Estimated Amount (as per the Offer Document)	Actual	Pending to Utilized
01	Funding working capital requirements of the Company.	2005.77	995.86	1009.91
02	Issue Expense	224.63	224.63	Nil
03	General Corporate Purpose	150.00	150.00	Nil
	Total	2380.40	1370.49	1009.91

The funds raised by the company through Initial Public Offer are utilized for the purpose for which the amount is raised as mentioned in the prospectus and there was no deviation or variation in the Utilization of IPO Fund.

11. LISTING WITH STOCK EXCHANGE

The equity shares of the Company were listed on National Stock Exchange of India Ltd. (NSE Emerge) on 16th December, 2024. The Company has paid the applicable listing fees to the Stock Exchange till date.

12. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate Company.

13. SHARE CAPITAL OF THE COMPANY

A. Authorized Share Capital

During the year under review, the Authorized Share Capital of the Company increased from Rs.

14.00. 00.000 (Rupees Fourteen Crores Only) to Rs.

18.00. 00.000/- (Rupees Eighteen Crores Only).

review.

F. Employees Stock Option Plan

Your Company has not issued any shares under any Stock Option Scheme to the employees.

14. BOARD OF DIRECTORS & COMMITTEES

I. Composition of the Board of Directors

The Board of the Company is carefully structured to achieve an optimal balance, consisting of Executive and Non-Executive Directors, including One (1) Women Independent Director. This composition adheres strictly to the current provisions of the Act and the Listing Regulations ensuring compliance with governance standards. The Composition of Directors and their other Directorships/Committee Memberships in other Companies are as follows:

None of the Directors hold directorship in private limited companies, foreign companies and companies incorporated under Section 8 of the Companies Act, 2013.

II. MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at least once in every quarter, in compliance of applicable laws, to discuss and decide on, inter-alia, business strategies/policies and review the financial performance of the Company and its subsidiaries and other items on agenda. Additional meetings are held from time to time as and when necessary.

The notice of each Board Meeting is given in writing to each Director of the Company. The agenda along with the relevant notes and other material information are sent to each Director in advance and in exceptional cases tabled at the meeting. Also, the Board meetings of the Company have been held with proper compliance with the provisions of Companies Act, 2013, Listing Regulations and Secretarial Standards, as applicable thereon.

Ninteen (19) Board Meetings were held during the financial year 2024-25 on 01-04-2024, 02-04-2024, 26-04-2024, 13-05-2024, 05-06-2024, 13-06-2024, 02-07-2024, 16-07-2024, 27-07-2024, 31-07-2024, 05-08-2024, 15-11-2024, 1811-2024, 28-11-2024, 02-12-2024, 06-12-2024, 11-12-2024, 12-12-2024 and 29-03-2025. The necessary quorum was present at all the meetings. The agenda papers were circulated well in advance of each meeting of the Board of Directors.

The attendance record of each Director at the Board Meetings held during the year 2024-25 and at the last Annual General Meeting is as follows:

criteria laid down, and recommend to the Board their appointment and removal.

The composition of the Committee as of 31st March, 2025 was Mrs. Tejalben Bankimchandra Patel, as Chairman and Mr. Pankajkumar Narshinbhai Patel and Mr. Ashokkumar Amritlal Kateshia its members. The Company Secretary acts as the Secretary of the committee.

III. COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees to effectively deliberate its duties:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

i. Audit Committee

Audit Committee of the Board is entrusted with the powers and the role that are in accordance with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee, inter alia, include overseeing financial reporting processes, reviewing yearly financial results, reviewing with the management the financial statements and adequacy of internal control systems, reviewing the adequacy of internal control function, discussions with the Internal and Statutory Auditors about the scope of audit including the observations of Auditors and discussion with them on any significant findings.

All the members of the Audit Committee are financially literate. As at 31st March, 2025, Mr. Pankajkumar Narshinbhai Patel and a Master in Business Administration as an expert in the fields of Finance, General Management and business processes, is the Chairman of the Audit Committee with Mrs. Tejalben Bankimchandra Patel and Mr. Meet Kamleshkumar Patel, as its member. The Company Secretary acts as the Secretary of the Committee.

ii. Nomination and Remuneration Committee

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors.

The role includes formulation of criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy relating to the remuneration for the

Directors, Key Managerial Personnel and Senior Management Personnel; formulation of criteria for evaluation of Independent Directors and the Board; devising a policy on Board''s diversity; and identification of persons who are qualified to become directors and who may be appointed in senior management in accordance with the

iii. Stakeholders Relationship and Grievance Committee

As of 31st March 2025, the Stakeholders Relationship and Grievance Committee comprises of Mrs. Tejalben Bankimchandra Patel, as Chairman and Mr. Pankajkumar Narshinbhai Patel and Mr. Alpeshbhai Jayantibhai Patel as its members. The Company Secretary acts as the Compliance Officer and Secretary of the Committee.

The Committee is entrusted with the power to approve the share transfers, issue of duplicate share certificates, issue of new share certificates upon consolidation of shares, split of shares and also to resolve the grievances of members including complaints relating to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Directors retiring by rotation

In accordance with Section 152 of the Companies Act, 2013, Mr. Kamleshkumar Jayantilal Patel (DIN: 02500717), retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. Brief details of the Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the Listing Regulations are provided in the Notice of the AGM.

II. Change in Key Managerial Personnel

Mrs. Pooja Vimal Dave, has been appointed as a Chief Financial Officer of the Company w.e.f. 2nd July, 2024 and Mrs. Chhayaben Ankitkumar Pujara, has been appointed as a Company Secretary & Compliance officer of the Company w.e.f. 2nd July, 2024.

III. Key Managerial Personal

The Key Managerial Persons of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act, 2013 as on 31st March, 2025 are as follows:

IV. Declaration By Independent Directors

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.Further there has been no change in the circumstances which may affect their status as Independent Director during the year under review.

V. Separate Meeting for Independent Directors

Regulation 25(3) of Listing Regulation and Section 149(8) of the Act read with Schedule IV of the Act the Independent Directors of the Company met once in a financial year without the presence of Executive Directors and Management Personnel. Such meeting reviews the performance of Non-Independent Directors and the Board as a whole, reviews the performance of Chairman of the Board, access the quality, quantity and timeliness of the flow of information between management and the Board that is necessary to effectively and reasonably perform its duties. A meeting of Independent Directors was held on 29-03-2025.

VI. Statement Regarding Integrity, Expertise and Experience of Independent Directors

In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields. As per the recent amendments of the Companies Act, 2013 the online proficiency self-assessment test to be conducted by Indian Institute of Corporate Affairs is exempted for the Independent Directors who have served a Company in such capacity for a total year not less than three years. Accordingly, the Company''s Independent Directors have already passed the online proficiency self-assessment test.

VII. Performance Evaluation of the Board, Its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year under review the annual performance evaluation of the Board, it''s Committees and each Director has been carried out.

VIII. Familiarization Program

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors'' Familiarization Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, factory visit, amendments in law and Company''s codes & policies. The Policy for Familiarization Programs for Independent Directors is available on the Company''s website and can be accessed through https://dhanlaxmiseeds.com/investor_cat/policies/

16. CODE OF CONDUCT

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company''s website at https://dhanlaxmiseeds.com/investor_cat/policies/

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.

17. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON-DISQUALIFICATION OF DIRECTORS

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company has received a certificate from M/s. Vasant Patel & Associates, Company Secretary in Practice and the Secretarial Auditor of the Company, 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 Securities and Exchange Board of India ("SEBI") or by the Ministry of Corporate Affairs or by any such statutory authority for the financial year ended on March 31, 2025. The said certificate is forming part of this Annual Report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans or guarantees or provided security (ies) and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/ transaction entered by the Company during the financial year with related parties were in its ordinary the course of business and on an arm''s length basis All related party transactions were placed before the Audit Committee/Board for approval. During the year, the Company had not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Company has formulated a policy on related party transactions which is also available on Company''s website at https://dhanlaxmiseeds. com/investor_cat/policies/.

The Particulars of contracts/arrangements/ transactions entered by the company with the related party during the financial year under review, in terms of provisions of section 188 of the companies act, 2013 and rules made there under in Form AOC-2 is given in "Annexure-A" attached to this report and forms part of this report.

20. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

a) Conservation of Energy

Your Company is taking utmost care to conserve energy wherever possible.

b) Technology Absorption

During the year under review, there was no technology absorption.

c) Foreign Exchange Earnings and Outgo

During the year, your Company has neither earned foreign exchange nor outgo.

22. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationships with its employees at all levels. Your directors place on records their appreciation for the significant contribution made by the employees through their competence, hardworking, sustained efforts, co-operation, and support.

23. CORPORATE SOCIAL RESPONSIBILITY

As per General Circular No. 14/2021 date 25th August, 2021, where the amount required to be spent by a company on CSR does not exceed Fifty Lakhs rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee in such cases, shall be discharged by the Board of Directors of the company and as per MCA Notification date 20th September, 2022 "Provided further that a company having any amount in its Unspent Corporate Social Responsibility Account as per sub-section (6) of section 135 shall constitute a CSR Committee and comply with the provisions contained in sub-sections (2) to (6) of the said section.";. The company had not falls under both the provisions as mentioned and therefore company did not Comprise CSR Committee. The Board of Directors of the company monitoring the CSR initiatives of the Company. The CSR policy is available on your Company''s website https://dhanlaxmiseeds.com/investor_cat/policies/. The Annual Report on CSR activities is annexed to this Report as Annexure - B.

24. ANNUAL RETURN

The Annual Return for Financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Company''s website www.dhanlaxmiseeds.com

25. RISK MANAGEMENT POLICY

The Company has developed a suitable Risk Management Policy to identify the various possible risks associated with the business. The risk management policy is being reviewed from time to time to enhance control mechanisms for risk evaluation and mitigation and the risk management process. The policy is available on the website of the Company at https://dhanlaxmiseeds.com/investor_cat/policies/.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.

27. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review there were no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company.

28. DIRECTOR RESPONSIBILITY STATEMENT

In terms of provisions of section 134 (5) of the companies Act, 2013 your Directors confirm: -

a) That in the preparation of the annual accounts for the year ended 31st March, 2025; the applicable Accounting Standards had been followed and there are no material departures;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year ended 31st March, 2025;

c) That the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a "going concern" basis;

e) The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

29. AUDITORS AND THEIR REPORT

I. STATUTORY AUDITORS:

M/s. KARMA & CO. LLP, Chartered Accountants, (Firm''s Registrations No.127544W/W100376), were appointed as statutory auditors of the Company in the 19th Annual General meeting (AGM) held on 30th September, 2024 to hold office for a term of five years from the conclusion of the 19th Annual General Meeting until the conclusion of the 24th Annual General Meeting of the Company to be held in the year 2029. The Auditor''s Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark. There is no offence of fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

II. SECRETARIAL AUDITORS AND REPORT

Pursuant to provision of Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with circulars issued thereunder from time to time and section 204 and other applicable provisions of the Companies Act 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended or re-enacted from time to time) and based on the recommendation of the Audit Committee, M/s. Vasant Patel & Associates, Practicing Company Secretaries (CP No. 3848, Peer

Review Certificate No. 1567/2021), be and is hereby appointed as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed to this Report as "Annexure-C". The Secretarial report contains the following remark:-

a) There were few instances of delay in filing of forms with the Ministry of Corporate Affairs which were filled with additional fees.

b) The company has not filed e-Form MSME-1 with Registrar of Companies for the half year ended 31st March, 2025.

Comments of the Board on the remarks given by Secretarial Auditors:-

a) There were few instances of delay in filing of forms due to technical glitches at MCA website, however the said forms were filed with additional fees.

b) The said e-Form MSME-1 for the half year ended 31st March, 2025 was not filed with Registrar of Companies due to oversight without malafide intention and the same will be taken care in future.

III. COST AUDITORS AND REPORT

The Cost Audit pursuant to section 148 of the Companies Act, 2013 is not applicable.

IV. INTERNAL AUDITORS

During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder, the Board of Directors of your Company has been appointed M/s. A. H. Trivedi & Associates, Chartered Accountant (F.R.N. No.: 137715W) as an Internal Auditors of the Company for the financial year 2024-25.

30. FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

32. INSURANCE

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The Company has constituted an Internal Complaint Committee, known as Anti Sexual Harassment Committee, to address the concerns and complaints of sexual harassment and to recommend appropriate action. Pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 disclosure indicating the compliant under the act are as under:-

1. The number of sexual harassment complaints received during the year: Nil

2. The number of such complaints disposed of during the year: Nil

3. The number of cases pending for a period exceeding ninety days: Nil

34. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

Your company remains committed to fostering an inclusive and supportive work environment that upholds the

rights and welfare of its women employees in accordance with applicable laws. Your Company complies with the applicable provisions of the Maternity Benefit Act, 1961.

35. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulations 34(2) of the SEBI (LODR) regulations, 2015, a detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

36. CORPORATE GOVERNANCE REPORT

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on EMERGE Platform of National Stock Exchange of India Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

37. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

38. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in Annexure - D of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company during working hours. Any shareholder interested in obtaining a copy of the same may write to [email protected].

39. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is available on the website of the Company at https://dhanlaxmiseeds.com/investor_ cat/policies/.

40. WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables directors and employees to disclose their concerns and grievances on Unethical Behaviour and Improper/ Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith.

The Vigil Mechanism is available on the website of the Company at https://dhanlaxmiseeds.com/investor_cat/ policies/

41. PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company''s Shares. The policy is available on the website of the Company at https://dhanlaxmiseeds.com/investor_cat/policies/

42. WEBSITE:

Your Company has its fully functional website www.dhanlaxmiseeds.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors'' interest / knowledge has been duly presented on the website of the Company.

43. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances during the year under review: -

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Application/proceedings pending under the Insolvency and Bankruptcy Code, 2016.

• One-time settlement with any Bank or Financial Institution.

44. CAUTIONARY STATEMENT

Statements in this ''Board''s Report'' & ''Management Discussion and Analysis'' describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Company''s principle markets, changes in the Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

45. APPRECIATION

The Board acknowledges with thanks the support given by suppliers, customers, Bankers, Government Authorities, Shareholders and Employees of the Company at all levels and looks forward to their continued support.

---

Mar 31, 2024

Your Directors have pleasure to present their 38^th Annual Report on the business and operations of the Company
together with the audited statements of accounts for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Company''s financial results for the year under review along with previous year''s figures are given
hereunder:

(Amount in Rs.)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	1,85,47,13,074	1,96,60,38,495
Other Income	6,93,94,868	9,36,50,856
Total Income	1,92,41,07,942	2,05,96,89,351
Total Expenses before finance cost, depreciation and tax	1,79,60,97,452	1,88,57,74,272
Finance Costs	97,35,700	86,32,730
Depreciation & Amortization Expense	26,03,335	30,00,776
Profits before exceptional and extraordinary items and tax	11,56,71,455	16,22,81,573
Exceptional Items/Prior Period Items	(34,499)	1,27,12,926
Profit Before Tax	11,56,36,956	17,49,94,499
Less: Tax Expenses	3,02,35,250	4,42,53,882
Net Profit After Tax	8,54,01,706	13,07,40,617

2. REVIEW OF OPERATIONS:

During the year under review, your Company has earned a Net Profit of Rs. 8,54,01,706/- when compared
to Net Profit of Rs. 13,07,40,617/- in the previous year. Net profit before taxation earned during the year
under review amounted to Rs. 11,56,36,956/- as against Rs. 17,49,94,499/- in the previous year.

3. DIVIDEND

The Board has recommended a dividend of Rs. 1.50/- per Equity Share of 10.00/- each (i.e., 15% of face
value) for the year ended March 31, 2025. This payment is subject to your approval at the ensuing 38^th
Annual General Meeting of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall,
accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has approved and adopted the Dividend Distribution Policy and the same is available on
the Company''s website https://dhanroto.com/investors/.

4. RESERVES:

The Company proposes to transfer Rs. 8,54,01,706/- to retained earnings for the Financial Year 2024-25.
With this addition, the total Reserves & Surplus (including Capital Reserve, Central Subsidy, Investment

Allowance Reserve, Revaluation surplus & Retained Earnings) as on March 31,2025 is Rs.49,10,83,335 /-
as against the Paid-up Capital of Rs.7,80,06,000/-.

5. DIRECTORS:

Mr. Keshav Inani, Whole Time Director of the company retires at this Annual General Meeting and being
eligible, seeks reappointment. The Board recommended his appointment.

Mr. Rajkumar Inani, Whole Time Director and Ms. Natasha Inani, Non-Executive Director of the Company
resigned from their designation w.e.f. 01/04/2024 and the same was noted at the Board meeting held on 30^th
March, 2024.

The second term of Mr. Shyamsundar Jakhotia, Mr. K.N. Prasad and Mr. Simanth Roy Chowdhury as
Independent Directors of the Company was upto 31^st March, 2024. Therefore, the said Directors ceased to
be the Directors of the Company from 01^st April, 2024.

Mr. Vivek Baheti, Mr. Dhanraj Soni and Ms. Anushree Athasniya were appointed as Additional Independent
Directors of the Company w.e.f 01/04/2024 and the same were regularized at Annual General Meeting held
on 29^th June, 2024.

Apart from above, there were no other changes in the composition of the board during the year under
review.

6. INDEPENDENT DIRECTORS (DECLARATION OF INDEPENDENT DIRECTOR)

The Company has received necessary declaration from each independent director under section 149(7) of
the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the
Companies Act, 2013.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The names of the Directors on the Board, their attendance at Board Meetings held during the year is given
below:

Details of Board Meetings
Date of Board Meeting	Narayan Inani	Anirudh Inani	Keshav Inani	Dhanraj soni	Vivek baheti	Anushree Atasniya
21-05-2024	Yes	Yes	Yes	Yes	Yes	Yes
03-06-2024	Yes	Yes	Yes	Yes	Yes	Yes
29-07-2024	Yes	Yes	Yes	Yes	Yes	Yes
12-08-2024	Yes	Yes	Yes	Yes	Yes	Yes
09-09-2024	Yes	Yes	Yes	Yes	Yes	Yes
08-10-2024	Yes	Yes	No	Yes	Yes	Yes
07-11-2024	Yes	Yes	Yes	Yes	Yes	Yes
10-02-2025	Yes	Yes	Yes	Yes	Yes	Yes
11-03-2025	Yes	Yes	Yes	Yes	Yes	Yes
27-03-2025	Yes	Yes	Yes	Yes	Yes	Yes
28-03-2025	Yes	Yes	Yes	Yes	Yes	Yes
Total No. of meetings attended	11	11	10	11	11	11

8. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits
its responsibility Statement:—

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

b) The directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors, had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively - Internal financial control means the policies
and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business
including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of
reliable financial information.

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

9. STATUTORYAUDITORS

M/s G. D. Upadhyay & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors for a
period of 5 years at the Annual General Meeting held on 29/09/2022 and holds office till the conclusion of
40^th Annual general meeting to be held in the year 2027.

Further the Auditors'' Report is unmodified i.e. it does not contain any qualification, reservation or adverse
remark. The Auditor''s Report is enclosed with the financial statements in this annual report.

10. SECRETARIAL AUDITOR:

M/s. Baheti Gupta & Co., Company Secretaries, were appointed at the Board Meeting held on 21^st May,
2024 to conduct the secretarial audit of the Company for financial year 2024-25, as required under section
205 of the Companies Act, 2013 and rules made thereunder.

The Secretarial audit report for financial year 2024-25 forms part of the Annual Report as ‘ANNEXURE-A'' to
the Boards Report. Further the Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.

As per the regulation 24(1) A M/s Baheti Gupta & Co., Company Secretaries, Hyderabad are proposed for
the appointment as secretarial auditor for a period of 5 years at the ensuing Annual General Meeting to be
held on 19/09/2025 who shall hold office till the conclusion of the Annual general meeting to be held in the
year 2030.

11. INTERNAL AUDITORS:

M/s. M. Jhawar & Associates., Chartered Accountants, performs the duties of internal auditors of the
company and their report is reviewed by the Audit committee from time to time.

12. COST AUDIT:

The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the
Companies Act, 2013 for any of the goods dealt in by the Company.

13. ANNUAL RETURN:

The copy of the Annual Return as on 31^st March, 2025 pursuant to the provisions of Section 92 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the
company and the same can be accessed at https://www.dhanroto.com.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

15. LOANS, GUARANTEES, INVESTMENTS MADE OR SECURITIES PROVIDED:

The details of the loans given by the company and investments made pursuant to section 186 of the
Companies Act, 2013 are disclosed in the financial statements as required under the provisions of the
Companies Act, 2013. Further the Company has not given any guarantee or provided security during the
year under review.

16. 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. All Related Party Transactions were placed before the Audit
Committee and also the Board for approval. Detailed information about the related party transactions is
enclosed in form AOC-2 as Annexure-B

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the
Company at https://dhanroto.com/investors/.

17. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

18. LISTING ARRANGEMENTS:

Company''s shares are presently listed on The Bombay Stock Exchange Limited & other details are listed
below:

Stock Exchange Name	The BSE Limited
Scrip Code	521216
Scrip Name	DHANROTO
ISIN	INE220C01012

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

As required by the provisions of Companies Act, 2013, the relevant information pertaining to conservation
of energy, technology absorption and foreign exchange earnings and outgo are given under:

A. Conservation of Energy:

Adequate measures have been taken to reduce energy consumption, wherever possible. There were no
additional investments made for the conservation of energy during the period under review.

B. Research and Development (R&D):

a) Specific areas in which R&D has been carried out by the company: NIL

b) Benefits derived as a result of the above R&D: NIL

c) Future plans of action: NIL

d) Expenditure on R&D: NIL

II) Technology Absorption, Adaptation and Innovation:

a) Technology Imported: NIL

b) Year of Import: NIL

c) Has the technology been fully absorbed: NIL

d) Technical collaborator: NIL

C. Foreign Exchange Earnings and Outgo:

Particulars	2024-25 Amount (Rs.)	2023-24 Amount (Rs.)
Earnings:	3,80,40,939	5,83,51,438
Outgo:	1,72,49,42,276	1,71,57,87,222

20. PARTICULARS OF EMPLOYEES:

There is no employee who if employed throughout the financial year, was in receipt of remuneration for that
year which, in the aggregate, was not less than One Crore and Two Lakhs rupees or if employed for a part
of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the
aggregate, was not less than Eight lakh and Fifty thousand rupees per month or if employed throughout the
financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the
case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole¬
time director or manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company and thus consequently no information is required to be
provided in this regard in accordance with the provisions of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 of the Companies Act, 2013.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company has effective ‘internal financial controls'' that ensure an orderly and efficient conduct of its
business, including adherence to company''s policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of
reliable financial information.

There are adequate controls relating to strategic, operational, environmental and quality related
aspects too.

While these controls have been effective through-out the year, these are reviewed on a periodic basis for
any changes/ modifications to align to business needs.

22. SIGNIFICANT AND 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.

23. TRANSFER OF UNCLAIMED DIVIDEND FUND:

The Company has transferred unclaimed dividend to the separate bank account as per the provisions of
Section 125(2) of the Companies Act, 2013.

24. MATERIAL CHANGES AND COMMITMENT IF ANY:

There are no material changes and commitments affecting financial position of the company during the
year under review.

25. BUSINESS RISK MANAGEMENT POLICY:

Global events have challenged nearly every company, leading to a rethink of assumptions and adaption of
strategies to a new operating environment that involves managing major risks with a renewed focus on the
safety of people.

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management
(ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Audit
Committee shall evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and
setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be
responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Audit
Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems,
recommend improvements if needed, discuss with external consultants, Internal Auditors to test the
adequacy and effectiveness of the Risk Management System.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The common risks inter alia are:
Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and
expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

26. CORPORATE SOCIAL RESPONSIBILITY:

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure- C which forms part of this Report.

27. CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated
under Chapter IV of the Listing Regulations. A report on Corporate Governance as required under the
Listing Regulations is provided in Annexure - D which forms part of the Report. A Certificate from M/s
Baheti Gupta Co, Practicing Company Secretaries regarding compliance with the conditions stipulated in
the Listing Regulations forms part of the Corporate Governance Report.

28. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and according to SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of
its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholder committee.

Policy:

1. The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate
skills, knowledge and experience required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience that are relevant for the Company''s
operations.

2. In evaluating the suitability of individual Board member the Nomination and Remuneration Committee may
take into account factors, such as:

• General understanding of the company''s business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

2.1 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the
Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors and senior management
personnel;

• shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other
association of individuals including his shareholding at the first meeting of the Board in every financial year
and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the companies Act, 2013.

3. Criteria of independence

3.1. The Nomination & Remuneration Committee shall assess the independence of Directors at time of
appointment/ re appointment and the Board shall assess the same annually. The Board shall re-assess
determinations of independence when any new interest or relationships are disclosed by a Director.

3.2. The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013
and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3. The Independent Director shall abide by the “Code for Independent Directors “as specified in Schedule IV
to the Companies Act, 2013.

4. Other directorships/ committee memberships

4.1 The Board members are expected to have adequate time and expertise and experience to contribute to
effective Board performance. Accordingly, members should voluntarily limit their directorships in other
listed public limited companies in such a way that it does not interfere with their role as director of the
company. The Nomination and Remuneration Committee shall take into account the nature of and the time
involved in a directory service on other Boards, in evaluating the suitability of the individual Director and
making its recommendations to the Board.

4.2 None of the Director of the Company is holding Directorship in other company in excess of the limits
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Further the membership and chairmanship held by the Directors in different committees
of the Board across all the companies is within the limits prescribed therein.

4.3 The details of the Directors, Committee members and chairmanships is given in clause 7 above of this
report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company
always endeavors to create and provide an environment that is free from discrimination and harassment
including sexual harassment.

The Directors further states that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. AUDIT COMMITTEE: (CONSTITUTED IN TERMS OF SECTION 177 OF THE COMPANIES ACT, 2013
READ WITH REGULATION 18 OF SEBI LODR REGULATIONS, 2015) & VIGIL MECHANISM.

A. AUDIT COMMITTEE

The Company has constituted a qualified and independent Audit Committee which acts as a link between
the management, external and internal auditors and the Board of Directors of the Company. The primary
objective of the Committee is to monitor and provide effective supervision of the management''s financial
reporting process with a view to ensuring accurate, timely and proper disclosure and transparency, integrity
and quality of financial reporting. The Committee adheres to the Companies Act, 2013 in terms of quorum
for its meetings, functioning, role and powers as also those set out in the. The functions of the committee
include:

• Overseeing the company''s financial reporting process and disclosure of its financial information to ensure
that the financial statements are correct, sufficient and credible;

• Recommendation of appointment and removal of external auditor, fixation of audit fee and also approval for
payment for any other services;

• Review of adequacy of internal audit function, including the reporting structure, coverage and frequency of
internal audit;

• Review of the company''s financial and risk management policies;

• Review of the financial reporting system and internal control systems;

• Approve quarterly, half yearly and annual financial results including major accounting entries involving
exercise of judgment by the management;

• Representation by the Statutory Auditors to the management in regard to any internal control weaknesses
observed by them during the course of their audit and the action taken by the management thereon;

• Discussions with Statutory and Internal Auditors on matters related to their area of audit;

• Management Discussion & Analysis of the company''s operations;

• Review of significant related party transactions;

• Review of implementation of the Fraud Risk Management Policy and the Fraud Risk Assessment Reports;

• Recommendation for appointment of Statutory Auditors and their remuneration;

The Committee consists of qualified and Independent Non-Executive Directors. All the Members on the
Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of
finance, accounting practices and internal controls.

The Committee members met four times during the financial year 2024-25:

The Managing Director and Executive Directors of the company as well as the Internal and Statutory Auditors of
the company, attend Committee meetings to brief the Members. The Committee also invites Business and
Departmental Heads, to discuss matters concerning their business / departments, as and when it deems
necessary.

The composition of the Audit Committee and the details of meetings attended by its members are given below:
The Audit Committee met Four times during the year on 21-05-2024, 12-08-2024, 07-11-2024 and 09-02-2025.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Vivek baheti	Chairperson	Non-Executive - Independent Director	4	4
Narayan Inani	Member	Executive Director	4	4
Anushree Atasniya	Member	Non-Executive - Independent Director	4	4

B. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there under and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the
Company''s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company
to report genuine concerns, to provide for adequate safeguards against victimization of persons who use
such mechanism and make provision for direct access to the Chairman of the Audit Committee.

31. NOMINATION AND REMUNERATION COMMITTEE: (CONSTITUTED IN TERMS OF SECTION 178 OF
THE COMPANIES ACT, 2013 READ WITH REGULATION 19 OF SEBI LODR REGULATIONS, 2015).

The “Nomination and Remuneration Committee” is governed by a Charter duly approved by the Board of
Directors of the Company and in compliance with Section 178 of Companies Act, 2013, and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The remuneration policy as adopted by the company envisages payment of remuneration according to
qualification, experience and performance at different levels of the organization. The Directors as well as
those rendering clerical, administrative and professional services are suitably remunerated according to
the industry norms.

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on
certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior
Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key
Managerial Personnel and Senior Management Employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain
criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and
Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract,
retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and
meets appropriate performance benchmarks and that the remuneration involves a balance between fixed
and incentive pay reflecting short term and long term objectives of the Company.

A. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE YEAR:

The Nomination and Remuneration Committee met one time during the year on 09-02-2025.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Vivek Baheti	Chairperson	Non-Executive Director (Independent)	1	1
Dhanraj Soni	Member	Non-Executive Director(Independent)	1	1
Anushree Atasniya	Member	Non-Executive Director(Independent)	1	1

32. STAKEHOLDER’S RELATIONSHIP COMMITTEE: (Constituted in terms of Section 178 of the
Companies Act, 2013 read with Regulation 20 of SEBI LODR Regulations, 2015).

The Company has constituted a Stakeholders'' Relationship Committee in compliance with Section 178 of
the Companies Act, 2013 and the SEBI (Listing Obligations and disclosure Requirements) Regulations,
2015 to deal with various matters relating to:

• Approve / refuse / reject registration of transfer / transmission / transposition of shares.

• Authorize:

(i) Issue of duplicate share certificates and issue of share certificates after split / consolidation /
dematerialization of shareholding.

(ii) Printing of Share Certificates.

(iii) Affixation of Common Seal of the Company on Share Certificates.

(iv) Directors / Managers / Officers / Signatories for signing / endorsing Share Certificates.

(v) Necessary applications / corporate actions to Stock Exchanges and Depositories arising out of and
incidental to the exercise of options by the employees.

• Monitoring expeditious redressal of investors'' grievances.

• Non-receipt of Annual Report and declared dividend.

• All other matters related to shares.

A. Composition:

The composition of the Stakeholders'' Relationship Committee and the details of meetings attended by its
members are given below:

The Stakeholders'' Relationship Committee met Three times during the year on 13-09-2024, 03-10-2024
and 01-02-2025

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Anushree Atasniya	Chairperson	Non-Executive - Independent Director	3	3
Dhanraj Soni	Member	Non-Executive - Independent Director	3	3
Keshav Inani	Member	Executive Director	3	3

33. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR
2024-25

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission.	NIL
Complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange/ SCORE and so on	NIL
Number of complaints resolved	NA
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2025	NA
Complaints pending as on March 31, 2025	NIL
Number of Share transfers pending for approval, as on March 31, 2025	NIL

34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

a) Industry Structure and Developments:

The Company is mainly engaged in Trading Activity in the line of Textiles, Paper and Wood Pulp. The
Company has established itself in Paper and Wood Pulp market.

b) Opportunities and threats:

The Company feels happy to inform that it has established itself in the Indian Wood Pulp Market. Giving
timely and excellent services Company has established dedicated customers whose base is steadily
improving. However, the Wood Pulp market fluctuates according to international rates which effect margins
and being a trader, the company is very much dependent on buyers and sellers for its growth.

The Pulp and Paper industry is important for several reasons. The opportunities for the paper and pulp
industries are resource efficiency and bio-economy. The continuous improvements in technology can
further reduce environmental impacts and optimize the use of resources.

The Indian paper sector is now being crushed by a lack of waste cuttings or waste paper, high costs for pulp,
fibre, newsprint, container issues, such as rising freight charges, rising coal, chemicals and other inputs
rates and lastly due to ongoing trade wars in the world. During the year under review, the international
market for wood pulp was highly fluctuating.

c) Outlook:

In the Business support services your company is participating in the Tenders called by the Government,
Semi-government and private companies. In the Business support Service sector the company is
receiving regular work, not only from its existing clients but is also exploring opportunities from new clients.
In the Financial Sector the share market was very volatile and hence your company taking adequate
measures to ensure proper investment decision.

d) Segment wise or product wise reporting

The Company is engaged in only one segment and trades in the wood pulp. Performance of the Company is
satisfactory due to the down turn in international markets largely affected by the events such as war like
situations in countries and sluggish economic growth. Further it is envisaged that there will be improvement
in the coming years and international markets will revive.

e) Risk and Concerns:

Wood Pulp rates fluctuate according to international market and being a trader, Company is dependent on
its buyers and suppliers. The Company is exposed to stiff competition and foreign currency fluctuations in
its operation. Commodity export market has good scope however, Company has to compete and supply
goods at international prices. Government policies on commodity export keep on changing based on local
production/consumption pattern.

f) Internal Control system and their adequacy:

The Company has a proper and adequate system of internal control proportionate to its size and volume of
business. The internal control system of the Company is designed to ensure that the financial and other
records are reliable for preparing financial statements and other data for maintaining accountability of
assets.

g) Discussion on Financial Performance with respect to Operational Performance:

The Financial Statements are prepared under the historical cost convention in accordance with Indian
generally accepted accounting principles and the provisions of Indian Companies Act, 2013. All Income
and Expenditure having a material bearing on the Financial Statements are recognized on accrual basis.
The Management has taken utmost care for the integrity and the objectivity of these Financial Statements,
as well as for various estimates and judgments used therein.

h) Material developments in Human Resources/Industrial Relations front, including number of people
involved:

The Company continues to maintain excellent relationship with its buyers and sellers. Relationship with the
staff is quite cordial and supportive for continuous human resource development.

i) Details of significant changes in following key financial ratios as compared to the immediately
previous financial year:

S.No.	Particulars	2023-24	2024-25	% Change	Remarks for variation
i)	Inventory Turnover	524.35	31.14	-94.06%	Working Capital Management Deteriorated
ii)	Interest Coverage Ratio	220.79	186.75	-15.42%	Performance of the Company deteriorated due to higher finance Cost
iii)	Debtors Turnover	6.53	7.15	9.52%	Ratio improved leading to shorter payments cycle.
iv)	Current Ratio	2.44	2.51	2.93%	Increase in liquid assets relative to its short-term liabilities
v)	Debt Equity Ratio	0.02	0.12	372.21%	Less financial stability for the business due to increase in borrowings
vi)	Operating Profit Margin (%)	8.80	8.58	-2.49%	Decrease in profits are due to increase in expenses
vii)	Net Profit Margin (%)	0.07	0.05	-30.76%	Decrease in profits are due to increase in expenses

j) Changes in return on Net Worth as compared to the immediately previous financial year is (67.34%)
Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections,
estimates, expectations may be “forward-looking statements” within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied. Important factors that
could make a difference to the Company''s operations include economic conditions affecting demand/supply and
price conditions in the domestic and international markets in which the Company operates, changes in the
Government regulations, tax laws and other statues and other incidental factor.

35. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES

The Company has Nomination and Remuneration Committee consisting of Mr. Vivek Baheti as
Chairperson, Mr. Dhanraj Soni and Mrs. Anushree Atasniya as members. The remuneration and sitting
fees paid to the Board members are based on the recommendation of Nomination and Remuneration
Committee.

Policy:

1. Remuneration to Executive Director and key managerial personnel

1.1 The Board on the recommendation of the Nomination and Remuneration (NR) Committee shall review and
approve the remuneration payable to the Executive Director of the company within the overall limit
approved by the shareholders.

1.2 The Board on the recommendation of the Nomination and Remuneration Committee shall also review and
approve the remuneration payable to the key managerial personnel of the company.

1.3 The remuneration structure to the Executive Director and key managerial personnel shall include Basic pay
and Perquisites and Allowances

1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the Nomination and
Remuneration Committee and Annual performance Bonus may be approved by the committee based on
the achievement against the Annual plan and Objectives.

2. Remuneration to Non - Executive Directors

2.1 Presently the Company''s policy on remuneration does not provide for remuneration to non-executive
Directors except for payment of sitting fees for attending the meetings of the Board.

2.2. Further the Executive Directors are not paid any sitting fees for attending meetings of the Board.

3. Remuneration to other employees

3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies
as well as their roles and responsibilities in the organization. Individual remuneration shall be determined
within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority,
experience and prevailing remuneration levels for equivalent jobs.

Remuneration to Directors:

The remuneration and perks paid during the year to Mr. Narayan Inani, Managing Director is Rs. 36,00,000/-, Mr.

Anirudh Inani, Whole time Director is Rs. 36,00,000/- and Mr. Keshav Inani, Whole time Director is Rs.

36,00,000/-

Sitting Fees:

Details of Sitting Fees paid to Non- Executive Directors are as under:

Non- Executive Directors	Sitting Fees (Rs)
Mr. Dhanraj Soni	22000
Mrs. Anushree Atasniya	22000
Mr. Vivek Baheti	22000

36. SECRETARIAL STANDARDS

The company is in compliance with all the Secretarial Standards as issued by the Institute of Company
Secretaries of India and notified by the Ministry of Corporate Affairs.

37. INDEPENDENT DIRECTORS’ MEETING:

As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate
meeting of the Independent Directors of the Company (without the attendance of Non-Independent
Directors) was held on 10/02/2025 to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as whole;

2. Evaluation of the quality, content and timelines of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent
Directors of the Company were present at the meeting. As required under Regulation 34(3) read with
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company
regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the
company, nature of the industry in which the company operates, business model of the company etc.

The meeting also reviewed and evaluated the performance of non-independent directors. The Company
has 3 non-independent directors namely:

i. ) Mr. Narayan Inani - Managing Director cum CFO

ii. ) Mr. Anirudh Inani - Whole Time Director cum Chairman

iii. ) Mr. Keshav Inani - Whole Time Director cum CEO

The meeting recognized the significant contribution made by Mr. Narayan Inani as Managing Director in directing
the Company towards the success path. The meeting also reviewed and evaluated the performance of the Board
as whole in terms of the following aspects:

• Preparedness for Board/Committee meetings

• Attendance at the Board/Committee meetings

• Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and
disinvestments.

• Monitoring the effectiveness of the company''s governance practices

• Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective
in the Board.

• Ensuring the integrity of the company''s accounting and financial reporting systems, including the
independent audit and that appropriate systems of control are in place, in particular, systems for financial
and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and
circulation of the agenda of the meeting with the relevant notes thereon.

38. SHARE CAPITAL

A. RIGHTS ISSUE OF SHARES

No shares were issued on rights basis during the year under review.

B. PREFERENTIAL ALLOTMENT OF SHARES ON PRIVATE PLACEMENT BASIS

No Preferential allotment of shares on private placement basis was made during the year under review.

C. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES

There was a bonus issue this year of Rs. 3,90,03,000 (Rupees Three Crores Ninety Lakhs and Three
Thousand only) consisting of 39,00,300 Equity Shares of Rs. 10 each.

The Bonus Equity Shares were issued out of retained earnings of the Company after obtaining the approval
of the Shareholders at the Extra Ordinary General Meeting of the Company held on 11th day of
March,2025, on 1:1 ratio i.e. 1 (One) New fully paid-up equity share of Rs. 10/- (Rupees Ten Only) each for
every 1 (one) existing fully paid-up equity share of Rs.10/- (Rupees Ten Only) each, to the eligible equity
shareholders of the Company as on record date.

F. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with differential voting rights during the financial year
under review.

39. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:

The information given pursuant to Section 197 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is given below:

Name of the Director	Remuneration of the F.Y.2024- 25	Remuneration of the F.Y. 2023-2024	% increase in the Remuneration in 2025 as compared to 2024	Ratio of Remuneration to MRE
Narayan Inani, Managing Director cum CFO	36,00,000	33,50,000	7.46%	1.11
Keshav Inani, Whole Time Director cum CEO	36,00,000	32,50,000	10.77%	1.11
Anirudh Inani, Whole Time Director	36,00,000	33,50,000	7.46%	1.11
Pooja Gadhia, Company Secretary	6,50,000	5,85,000	11.11%	0.2

*Note: The comparative details of remuneration of Mr. Rajkumar Inani and Ms. Natasha Inani for the f/y 2023-24
and 2024-25 is not disclosed in the above table as they have resigned as Directors of the Company w.e.f. 01^st
April, 2024.

OTHER DISCLOSURES:

The total numbers of permanent employees of the company are Nine (9).

The total remuneration paid to Directors was Rs. 108.00 Lakhs against the net profits of the company after tax
amounting to Rs. 854.02 Lakhs.

There was 10.16% increase in the median remuneration of employees in the current financial year.

Average percentage increase made in the salaries of employees other than managerial personnel in the financial
year i.e., 2024-25 was 22.16% and also there was 7.46% increase in managerial remuneration for the Financial
Year 2024-25. While calculating the percentage increase in the Managerial remuneration, the remuneration paid
to Mr. Keshav Inani for the part of the financial year 2023-24 is not considered.

Change in remuneration, if any, of the Managing Director, Whole Time Director and Executive Director is decided
based on the individual performance, inflation, prevailing industry trends and benchmarks.

Non-Executive Directors and Independent Directors are paid sitting fees only for the meetings of the Board
attended by them. Further no sitting fees are paid for attending the meetings of the committees of the Board.

There is no employee receiving any remuneration in excess of remuneration paid to any Director. Further the
remuneration payable to Directors is as per the remuneration policy of the Board of Directors as recommended
by Nomination and Remuneration Committee.

Further as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 a statement showing the names of the top ten employees in terms of remuneration drawn is as under:

Name	Designation	Remuneration	Nature of Employment	Qualification and Experience	Date of Commencement of Employment	Age	Last Employment	% of equity shares held
Sangita Inani	Sales Executive	32,50,000	Permanent unless otherwise agreed	Graduate	1-4-2009	51	Anirudh Marketing	2%
Divya Inani	Purchase Executive	32,50,000	Permanent unless otherwise agreed	Graduate	1-4-2009	58	Karmang hat Securities (P) Ltd	2.34%
Srinidhi Inani	Digital Marketing and IT Upkeep	32,50,000	Permanent unless otherwise agreed	Graduate	1-1-2022	30	Social Beat	0.24%
Vasundhar a Inani	Marketing Executive	32,50,000	Permanent unless otherwise agreed	Graduate	01-07-2021	25	Vanhuesen and Tetra Minds Marketing	2%
Natasha Inani	Chief Information Officer	32,50,000	Permanent unless otherwise agreed	Grad uate	01-04-2024	42	Shrimannan rayan Enterprises (P) Limited	3.48%
Pooja Gadhia	Company Secretary Cum Compliance Officer	6,50,000	Permanent unless otherwise agreed	Company Secretary	01-03-2022	30	Basai Steels and Power Private Limited	0%

Relationship of Employee with the Director or Manager of the company.

Sangita Inani Spouse of Mr. Narayan Inani, Managing Director of the Company.

Divya Inani Mother of Mr. Keshav Inani, Whole Time Director of the Company
Srinidhi Inani wife of Mr. Keshav Inani, Whole Time Director of the Company
Vasundhara Inani Daughter of Mr. Narayan Inani, Managing Director of the Company.

Natasha Inani Wife of Mr. Anirudh Inani, Whole Time Director of the Company
Pooja Gadhia not a relative of the Directors of the Company

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company hereby discloses the details of unpaid/unclaimed dividend and the
respective share thereof as follows:

Aggregate No. of Shareholders and the outstanding shares in the suspense	NA
account at the beginning of the year.
No. of shareholders who approached the Company for transfer of shares from	NA
suspense account during the year.
No. of shareholders to whom shares were transferred from suspense account	NA
during the year.
Aggregate No. of Shareholders and the outstanding shares in the suspense	NA
account at the end of the year.

41. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities during
the year under review. Your Directors also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.

By Order of the Board of Directors
For DHANALAXMI ROTO SPINNERS LIMITED

Sd /- Sd/-

Narayan Inani Anirudh Inani

Pl_ace: Thi_mmap_ur Managing Director cum CFO Whole Time Director

Date: 19/08/2025 (DIN: 00525403) (DIN: 02253588)