Directors Report of Dhatre Udyog Ltd.

Mar 31, 2025

Your Directors are pleased to present the 30th Annual Report on the business and operations of Dhatre Udyog Limited (Formerly known as Narayani Steels Limited) (“the Company/your Company”) together with the Audited Financial Statements (Standalone and Consolidated) for the year ended 31 March 2025.

1. FINANCIAL HIGHLIGHTS			(Amount (Rs.) in Lakhs)
	Conso	idated	Standalone
Particulars	2024-25	2023-24	2024-25	2023-24
Total Income	14,459.79	21,936.42	14,459.79	21,936.42
Total Expenses	14,220.02	20,379.63	14,220.02	20,379.63
Exceptional Item	-	-	-	-
Profit/(Loss) before tax	239.77	1556.80	239.77	1556.80
Tax Expenses	70	439.23	70	439.23
Profit/(Loss) after tax	169.77	1,117.57	169.77	1,117.57
Earnings Per Equity Share Basic (Rs.)	0.16	1.03	0.16	1.03
Diluted (Rs.)	0.16	1.03	0.16	1.03

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

On consolidated basis, the revenue from operations for FY 2025 was ?14,429.31 Lakhs, lower by 30.54 % over the previous year’s revenue of ? 20,775.99 Lakhs. The profit after tax (PAT) attributable to shareholders for FY 2025 and FY 2024 was ? 169.77 Lakhs and ? 1,117.57 Lakhs respectively.

On a standalone basis, the revenue from operations for FY 2025 was ?14,429.31 Lakhs, lower by 30.54 % over the previous year’s revenue of ? 20,775.99 Lakhs. The profit after tax (PAT) attributable to shareholders for FY 2025 and FY 2024 was ? 169.77 Lakhs and ? 1,117.57 Lakhs respectively.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of business of the Company.

4. SIGNIFICANT AND MATERIAL ORDERS

There were no significant or material orders passed by regulators, courts or tribunals impacting the Company’s operations in future.

5. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2025. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

6. TRANSFER TO RESERVES

Rs.(502.04) Lakhs was transferred to reserves for Financial Year 2024-25.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

8. DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2024-25.

9. SHARE CAPITAL

During the year under review there was change in the authorized share capital of the Company. The Authorized share Capital of the Company as on 31 March 2025 is Rs. 14,00,00,000 divided into 14,00,00,000 Equity Shares of Rs. 1 each fully paid up. The Paid-up Share Capital of the Company as on 31 March 2025 is Rs. 10,89,54,500 divided into 10,89,54,500 Equity Shares of Rs. 1 each fully paid up.

During the year 2023-24, Equity Shares of the Company was sub-divided into 1(one) equity share having face value of ?10/- each into 10 (Ten) equity shares having face value of ?1/- each.

10. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on the main Board of Bombay Stock Exchange Limited. The Annual Listing fees for the year 2025-26 have been paid.

11. CORPORATE OFFICE OF THE COMPANY

The Corporate office of the Company is located at Sy No. 202/30-34 and 38/Part, Modavalasa Village, Denkada Mandal, Vizianagaram-535006 Andhra Pradesh.

12. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has an associate Company namely, Hari Equipments Private Limited as on 31 March 2025.

13. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no amount liable or due to be transferred to Investor Education and Protection Fund (IEPF) during the financial year ended March 31, 2025.

14. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

It has suffered substantial losses in the previous financial year as well as the current financial year ending 31 March 2025. The management of the associate company is exploring the options to raise additional finance to revive the operations.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements ofthe Associate Company in Form AOC-1 is annexed to this Board’s Report as Annexure - I.

15. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013, Annual Report 2024-25. The Consolidated Financial Statements for the Financial Year ended 31 March 2024 forms part of the Annual Report.

16. KEY MANAGERIAL PERSONNEL & DIRECTORS

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination, Remuneration and Compensation Committee of your Company.

Key Managerial Personnel (KMP)

During the year under review, there was change in the Key Managerial Personnel of the Company.

Following are the KMPs of t	he Company in terms of Sec 203 of the Act
Sumit Kumar Agarwal	: Managing Director
Ankita Dutta	: Company Secretary & Compliance Officer
Ankit Gupta	: Chief Financial Officer

Directors

Mr. Ankit Gupta, Director is liable to retire by rotation and being eligible for re-appointment. During the year under review, there was change in Composition of the Board of the Company.

Composition of the Board
Sumit Kumar Agarwal	: Managing Director
Ravi Kumar	: Executive Director
Asit Baran Bhattacharjee	: Independent Director
Ajit Kumar Nath	: Independent Director
Varsha Kedia	: Independent Director
Ankit Gupta1	: Executive Director

''Ankit Gupta was appointed as Additional Director on the Board with effect from 16th July, 2024 subject to approval by members at the Annual General Meeting of the Company held on 30th September, 2024.

None of the directors of the company are disqualified under the provisions of the Companies Act 2013.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, the Board met 6 (Six) times i.e., on 30^th May, 2024, 16^th July,2024, 14^th August, 2024, 5^th September, 2024, 14^th November, 2024 and 14^th February, 2025.

Details of the attendance of the Directors at the Board meetings held during the year ended 31st March 2025 are as follows:
Name of the Director	Number of Board Meetings
	Held	Attended
Sumit Kumar Agarwal	6	6
Asit Baran Bhattacharjee	6	6
Ajit Kumar Nath	6	6
Ravi Kumar	6	1
Varsha Kedia	6	3
Ankit Gupta	6	1

18. DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby confirms:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Directors have 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 as on 31 March 2025 and Profit and Loss Account of the Company for that period;

c) that the Directors have 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) that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March 2025 on a going concern basis;

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

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

19. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS Audit Committee

The Audit Committee comprises of following Directors:
	Name of the Director	Position	Designation on Board
	Asit Baran Bhattacharjee	Chairman	Independent Director
	Ajit Kumar Nath	Member	Independent Director
	Varsha Kedia	Member	Independent Director

During the period, the Audit Committee met 4 (Four) times on 30 May 2024, 14 August 2024, 4 September 2024, 14 November 2024 and 14 February 2025.

Details of the attendance of the Audit Committee held during the year ended 31 March 2025 are

as follows: Name of the Director Number of Audit Committee Meetings Held Attended
Asit Baran Bhattacharjee		4			4
Ajit Kumar Nath		4			4
Varsha Kedia		4			3
Nomination, Remuneration and Compensation Committee The Nomination, Remuneration and Compensation Committee comprises of the following Directors:
Name of the Director			Position	Designation on Board
Asit Baran Bhattacharjee			Chairman	Independent Director
Ajit Kumar Nath			Member	Independent Director
Varsha Kedia			Member	Independent Director
During the period the Nomination, Remuneration and Compensation Committee met 1 (One) time on 16 July 2024. Details of the attendance of the Nomination and Remuneration Committee held during the year ended 31 March 2025 are as follows:
Name of the Director		Number of Nomination and Remuneration Committee Meetings
		Held Attended
Asit Baran Bhattacharjee		1			1
Ajit Kumar Nath		1			1
Varsha Kedia		1			1
Stakeholders Relationship Committee The Stakeholders Relationship Committee comprises of following Directors
Name of the Director	Position			Designation on Board
Asit Baran Bhattacharjee	Chairman			Independent Director
Ajit Kumar Nath	Member			Independent Director
Varsha Kedia	Member			Independent Director
During the period the Stakeholders Relationship Committee met 1 (One) time on 14 February 2025 Details of the attendance of the Stakeholders Relationship Committee held during the year ended 31 March 2025 are as follows:
Name of the Director		Number of Stakeholders Relationship Committee Meetings
		Held Attended
Asit Baran Bhattacharjee		1			1
Ajit Kumar Nath		1			1
Varsha Kedia		1			1

The Brief description of the terms of reference of Audit Committee, Nomination and Remuneration Committee and Stakeholder’s relationship committee is part of corporate governance report forming part of this report.

20. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 10 March 2025, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and NonExecutive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

22. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company has in place a process for familiarization of newly appointed directors with respect to their respective duties and departments. The highlights of the Familiarization Programme are explained in the Corporate Governance Report forming part of this Annual Report and are also available on the Company''s website at : https://dhatre.com/familization-programme/

23. FORMAL ANNUAL EVALUATION

The Board of Directors is committed to get carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director.

24. RISK MANAGEMENT POLICY OF THE COMPANY

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has in place a proper system for Risk Management, assessment and minimization of risk. Risk Management is the identification and identification and assessment of risk. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Board members are informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company

25. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantee and investments are given in Note no. 5 to the Financial Statements attached.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31 March 2025 in prescribed Form AOC-2 is appended to this Report as Annexure - II.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is https://dhatre.com/wp-content/uploads/2023/08/Policy-on-Related-Party-T ransactions-2.pdf

27. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Board’s Report as Annexure - IV.

28. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the web-link:https://dhatre.com/annual-return-under-section-92-of-companies-act-2013/

29. CORPORATE SOCIAL RESPONSIBILITY

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Company’s website and can be accessed through the link: https://dhatre.com/policies/ There has been no change in the policy during the year under review.

The average net profit of the Company made during the three immediately preceding financial years was Rs. 8,44,31,215 and the total CSR obligation for the year was Rs. 16,88,624.

Annual Report on CSR activities as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith and marked as Annexure-III.

30. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3) (M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

Disclosures regarding activities undertaken by the company in accordance with the provisions of section 134 ofthe Companies Act, 2013 read with Companies (Accounts) rules, 2014 are provided here under:

A. Conservation of energy:

(i) The Steps taken or impact on Conservation of energy:

The Company has adopted strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extend of wastage as far as possible. The day-to-day consumption is monitored and efforts are made to save energy.

(ii) Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

(iii) The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipment.

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo:

(i) Foreign Exchange Earnings: NIL

(ii) Foreign Exchange Outgo: NIL

(iii) Advance to Supplier: NIL

31. MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013

Maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the companies act, 2013, is required by the company and accordingly such accounts and records are made and maintain.

32. AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONS Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with your Companies (Audit and Auditors) Rules, 2014, the members of the Company in 27 Annual General Meeting of the Company (‘27 AGM’) approved the appointment of M/s. P.D. Rungta & Co., Chartered Accountants (ICAI Firm Registration No. 001150C) as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 27 AGM till the conclusion of 32 AGM.

The Report given by M/s. P.D. Rungta & Co., on the Financial Statements of your Company for the financial year 2024-25 is part of the Annual Report. The Auditor’s Report contains qualified report. The basis for qualification are as follows:

a. Balances under Trade receivables and Trade Payables are subject to confirmations and adjustments, if any. In the absence of such pending confirmations and reconciliations, consequential impact of the same on financial statements of the company could not be ascertained.

b. Physical verification / valuation report for assets held for sale of Rs.433.25 Lakhs is not available and in absence of verification / valuation report, we are unable to ascertain the fair / realizable values of such items and its impact on the financials of the company for the year under report.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Ankita Dey & Associates, Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2024-25. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure- V.

Cost Auditor

M/s. Sampath & Co., Cost Accountants, Visakhapatnam, was appointed as Cost Auditors of the Company to conduct the audit of Cost Accounts maintained by the Company.

33. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

34. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company’s Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. The policy of vigil mechanism is available on the Company’s website.

The brief detail about this mechanism may be accessed on the Company’s website at the weblink: https://dhatre.com/wp-content/uploads/2023/08/Vigil-Mechanism-Whistle-Blower-Policv- 1.pdf

35. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company has framed a Policy of prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All women who are associated with the Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. During the financial year 2024-25, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as on 31st March, 2025. The policy on prevention of sexual harassment as approved by the Board is uploaded on the website of the Company and the web link is https://dhatre.com/wp-content/uploads/2023/08/Sexual-Harrasment.pdf. There were no complaints before the ICC during the financial year 2024-25 as borne out by following table.

Sl.no	Particulars
1	Number of complaints of sexual harassment received in the year	NIL
2	Number of complaints disposed off during the year	NIL
3	Number of cases pending for more than 90 days	NIL

36. DISCLOSURE UNDER MATERNITY BENEFIT ACT,1961

The Company declare that they have complied with Maternity benefit Act, 1961

37. NOMINATION AND REMUNERATION POLICY

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior management employees. The details of the same are given on the website of the Company i.e., www.dhatre.com The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.

38. DIRECTORS'' QUALIFICATION CERTIFICATE

In terms of SEBI (LODR) Regulation 2015, a Certificate from M/s. Ankita Dey & Associates, Company Secretary stating that none of the directors on the board of the Company have been debarred or disqualified from being appointed or continuing as director of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority, forms part of the Annual Report as Annexure IX.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

40. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. Details of the same are given in the website of the Company i.e. https://dhatre.com/wp-content/uploads/2023/08/Code-of-Conduct-B oard- S eni or-Management-2 .pdf

41. PREVENTION OF INSIDER TRADING

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. During the year under review, there has been due compliance with the said code.

42. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management’s Discussion and Analysis as Annexure -VI.

43. CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as Annexure - VII.

44. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

45. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate systems of internal control meant to ensure proper accounting

controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended 31 March 2025, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

46. INSURANCE

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

47. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to provide a safe and healthy work environment for the well-being of all our Stakeholders. The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. The Company strives to maintain and use efficiently limited natural resources as well as focus on maintaining the health and well-being of every person.

48. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on commitment towards its human capital and recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

49. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 are not applicable to the Company

50. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons are not applicable to the Company.

51. ACKNOWLEDGEMENT

Your Directors wishes to express its gratitude and places on record its sincere appreciation for the commitment and efforts put in by all the employees. And also 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. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

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Mar 31, 2024

Your Directors are pleased to present the 29th Annual Report on the business and operations of
Dhatre Udyog Limited (Formerly known as Narayani Steels Limited) (“the Company/your
Company”) together with the Audited Financial Statements (Standalone and Consolidated) for the
year ended 31 March 2024.

1. FINANCIAL HIGHLIGHTS (Amount f?) in Lakhs)

	Conso	idated	Standalone
Particulars	2023-24	2022-23	2023-24	2022-23
Total Income	21,936.42	11,005.51	21,936.42	11,005.51
Total Expenses	20,379.63	10,079.33	20,379.63	10,079.33
Exceptional Item	-	-	-	-
Profit/(Loss) before tax	1556.80	926.18	1556.80	926.18
Tax Expenses	439.23	257.89	439.23	257.89
Profit/(Loss) after tax	1,117.57	668.29	1,117.57	668.29
Earnings Per Equity Share Basic (Rs.)	1.03	11.54	1.03	11.54
Diluted (Rs.)	1.03	6.13	1.03	6.13

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

On consolidated basis, the revenue from operations for FY 2024 was 720,775.99 Lakhs, higher
by 93.99 % over the previous year''s revenue of? 10,709.75 Lakhs. The profit after tax (PAT)
attributable to shareholders for FY 2024 and FY 2023 was 7 1,117.57 Lakhs and 7 668.29 Lakhs
respectively.

On a standalone basis, the revenue from operations for FY 2024 was 720,775.99 Lakhs, higher
by 93.99 % over the previous year’s revenue of 7 10,709.75 Lakhs. The profit after tax (PAT)
attributable to shareholders for FY 2024 and FY 2023 was 7 1,117.57 Lakhs and 7 668.29 Lakhs
respectively.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of business of the Company.

4. SIGNIFICANT AND MATERIAL ORDERS

There were no significant or material orders passed by regulators, courts or tribunals impacting
the Company’s operations in future.

5. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public.
Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.c. as on 31st
March, 2024. Subsequently, no default has been made in repayment of deposits or payment of
interest thereon during the year.

6. TRANSFER TO RESERVES

Rs.893.92 Lakhs was transferred to reserves for Financial Year 2023-24.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

8. DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any
dividend for Financial Year 2023-24.

9. SHARE CAPITAL

During the year under review there was change in the authorised share capital of the Company.
The Authorised share Capital of the Company as on 31 March 2024 is Rs. 14,00,00,000 divided
into 14,00,00,000 Equity Shares of Rs. 1 each fully paid up. The Paid-up Share Capital of the
Company as on 31 March 2024 is Rs. 10,89,54,500 divided into 10,89,54,500 Equity Shares of
Rs. 1 each fully paid up.

During the year 2023-24, Equity Shares of the Company was sub-divided into l(onc) equity share
having face value of ? 10/- each into 10 (Ten) equity shares having face value of ? 1/- each.

10. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on the main Board of Bombay Stock Exchange
Limited. The Annual Listing fees for the year 2024-25 have been paid.

11. CORPORATE OFFICE OF THE COMPANY

During the year under review, to carry commercial operation in the state of Andhra Pradesh, the
Company decided to maintain a corporate office at Sy No. 202/30-34 and 38/Part, Modavalasa
Village, Dcnkada Mandal, Vizianagaram-535006 AP with effect from 30th May, 2023.

12. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has an associate Company namely, Hari Equipments Private Limited as on 31
March 2024. *

13. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no amount liable or due to be transferred to Investor Education and Protection Fund
(IEPF) during the financial year ended March 31, 2024.

14. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

It has suffered substantial losses in the previous financial year as w''cll as the current financial year
ending 31 March 2024. The management of the associate company is exploring the options to
raise additional finance to revive the operations.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the
Financial Statements of the Associate Company in Form AOC-1 is annexed to this Board''s Report
as Annexure -1.

15. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting
Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified
under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies
Act, 2013, Annual Report 2023-24. The Consolidated Financial Statements for the Financial Year
ended 31 March 2024 forms part of the Annual Report.

16. KEY MANAGERIAL PERSONNEL & DIRECTORS

The appointment and remuneration of Directors are governed by the Policy devised by the
Nomination, Remuneration and Compensation Committee of your Company.

Key Managerial Personnel (KMP)

During the year under review, there was change in the Key Managerial Personnel of the Company.
Followine are the KMPs of the Corrmnnv in terms of Sec 203 of the Act

Sumit Kumar Agarwal	: Managing Director
Ankita Dutta	: Company Secretary & Compliance Officer
Ankit Gupta	: Chief Financial Officer

Directors

Mr. Ravi Kumar, Director is liable to retire by rotation and being eligible for re-appointment.
During the year under review, there was change in Composition of the Board of the Company.

Comnosition of the Roarrl

Sumit Kumar Agarwal	: Managing Director
Amit Ranjan Sinha1	: Executive Director
Ravi Kumar2	: Executive Director
Asil Baran Bhattacharjee	: Independent Director
Ajit Kumar Nath	: Independent Director
Varsha Kedia	: Independent Director
Ankit Gupta3	: Additional Executive Director

''Amit Ranjan Sinha was appointed as Executive Director on the Board subject to approval by
members at the Annual General Meeting of the Company held on 30th September, 2022 and
resigned with effect from 30th June, 2023.

^:Ravi Kumar was appointed as Additional Director on the Board with effect from 4th September,
2023 subject to approval by members at the Annual General Meeting of the Company held on
29th September, 2023.

^! Ankit Gupta was appointed as Additional Director on tire Board with effect from 16th. J uly, 2024
subject to approval by members at the Annual General Meeting of the Company held on 30th
September, 2024.

None of the directors of the company lire disqualified under the provisions of the Companies Act
2013.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, the Board met 11 (Eleven) times i.e., on 26^lh April, 2023, 30^Ih May, 2023, 10^th
June,2023, 30^th June,2023, 14^,h August, 2023, 4^th September, 2023, 6^lh October, 2023, 14^,h
November, 2023, 15^th January, 2024, 8^lh February, 2024 and 12^th March, 2024.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^st
March 2024 are as follows:

Name of the Director	Number of Board Meetings
	Held	Attended
Sumit Kumar Agarwal	11	11
Asit Baran Bhattacharjee	11	11
Ajit Kumar Nath	11	S
Amit Ranjan Sinha	11	2
Varsha Kedia	11	7
Ravi Kumar	11	2

18. DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE
COMPANIES ACT, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the
Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

bj that the Directors have 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 as on 31 March 2024 and Profit and Loss Account of the Company
for that period;

c) that the Directors have 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) that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March
2024 on a going concern basis;

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

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

19. COMPOSITION OFTHE COMMITTEES AND ITS MEETINGS

Audit Committee

The Audit Committee comprises of following Directors:

Name of the Director	Position	Designation on Board
Asit Baran Bhattacharjee	Chairman	Independent Director
Ajit Kumar Nath	Member	Independent Director
Varsha Kedia	Member	Independent Director

During the period, the Audit Committee met 5 (Five) times on 30 May 2023, 14 August 2023, 4
September 2023, 14 November 2023 and IS January 2024.

Details of the attendance of the Audit Committee held during tire year ended 31 March 2024 are

as follows:

Name of the Director	Number of Audit Committee Meetings
	Held	Attended
Asit Baran Bhattacharjee	5	5
Ajit Kumar Nath	5	2
Varsha Kedia	5	3

Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following
Directors:

Name of the Director	Position	Designation on Board
Asit Baran Bhattacharjee	Chairman	Independent Director
Ajit Kumar Nath	Member	Indqjendcnt Director
Varsha Kedia	Member	Indqjendcnt Director

During the period the Nomination, Remuneration and Compensation Committee met 2 (Two)
times on 30 May 2023 and 4 September 2023.

Details of the attendance of the Nomination and Remuneration Committee held during
the vear ended 31 March 2024 are as follows:

Name of the Director	Number of Nomination and Remuneration Committee Meetings
	Held	Attended
Asit Baran Bhattacharjee	2	2
Ajit Kumar Nath	2	1
Varsha Kedia	2	1

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors

Name of the Director	Position	Designation on Board
Asit Baran Bhattacharjee	Chairman	Independent Director
Ajit Kumar Nath	Member	Independent Director
Varsha Kedia	Member	Independent Director

During the period the Stakeholders Relationship Committee met 1 (One) time on 8 February 2024

Details of the attendance of the Stakeholders Relationship Committee held during the year ended
31 March 2024 are as follows:

Name of the Director	Number of Stakeholders Relationship Committee Meetings
	Held	Attended
Asit Baran Bhattacharjee	1	1
Ajit Kumar Nath	1	1
Varsha Kedia	1	-

The Brief description of the terms of reference of Audit Committee, Nomination and
Remuneration Committee and Stakeholder''s relationship committee is part of corporate
governance report forming part of this report.

20. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent Director under Section
149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

21. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 13 March 2024, inter-alia, to discuss
evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of
the performance of the Chairman, taking into account the views of the Executive and Non¬
Executive Directors and the evaluation of the quality, content and timeliness of flow of
information between the management and the Board that is necessary for the Board to effectively
and reasonably perform its duties. The Independent Directors expressed satisfaction with the
overall performance of the Directors and the Board as a whole.

22. FAMILIARIZATION PROGRAM FORTHE INDEPENDENT DIRECTORS

The Company has in place a process for familiarization of newly appointed directors with respect
to their respective duties and departments. The highlights of the Familiarization Programme are
explained in the Corporate Governance Report forming part of this Annual Report and are also
available on the Company''s website at: https://dhatre.com/familization-nrogramme/

23. FORMAL ANNUAL EVALUATION

The Board of Directors is committed to get carried out an annual evaluation of its own
performance, board committees and individual Directors pursuant to applicable provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015. Performance evaluation of Independent Directors was carried out by the entire board,
excluding the Independent Director being evaluated. Based on the criteria the exercise of
evaluation was carried out through the structured process covering various aspects of the Board
functioning such as composition of the Board and committees, experience & expertise,
performance of specific duties & obligations, attendance, contribution at meetings, etc. The
performance evaluation of the Chairman and the Non- Independent Directors was carried out by
the Independent Director.

24. RISK MANAGEMENT POLICY OF THE COMPANY

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has in place
a proper system for Risk Management, assessment and minimization of risk. Risk Management
is the identification and identification and assessment of risk. Major risks identified by the
business and functions are systematically addressed through mitigating actions on a continuing
basis.

The Board members are informed about risk assessment and minimization procedures after which
the Board formally adopted steps for framing, implementing and monitoring the risk management
plan for the Company

25. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186
Details of loans, guarantee and investments are given in Note no. 5 to the Financial Statements
attached.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

The Company has adopted a Policy on Related Party Transactions for the purpose of identification
and monitoring of such transactions. The particulars of contracts or arrangements with related
parties referred to in sub section (1) of Section 188 entered by the Company during the Financial
Year ended 31 March 2024 in prescribed Form AOC-2 is appended to this Report as Annexure
-II.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of
the Company and the web link is https://dhatre.com/wp-content/uploads/2023/08/Policv-on-
Related-Partv-Transactions-2.pdf

27. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to this Board’s Report as Annexure - III.

28. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company at the web-link:https://dhatre.com/annual-retum-under-section-
92-of-companies-act-2013/

29. CORPORATE SOCIAL RESPONSIBILITY

As per the requirement of Section 135 of the Companies Act, 2013, the companies specified
therein are required to spend at least two percent of the average net profits made during the three
immediately preceding financial years towards CSR activities.

Your Company has incurred losses during the immediately preceding three financial years; hence,
the said requirement of spending at least two percent of the average net profits made during the
three immediately preceding financial years towards CSR activities was not applicable to your
Company for the financial year 2023-2024.

30. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3) (M) OF THE
COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

Disclosures regarding activities undertaken by the company in accordance with the provisions of
section 134 of the Companies Act, 2013 read with Companies (Accounts) rules, 2014 are provided
here under:

A. Conservation of energy:

(i) The Steps taken or impact on Conservation of energy:

The Company has adopted strict control system to monitor day to day power consumption. The
Company ensures optimal use of energy with minimum extend of wastage as far as possible. The
day-to-day consumption is monitored and efforts are made to save energy.

(ii) Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

(iii) The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipment.

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo:

(i) Foreign Exchange Earnings: NIE

(ii) Foreign Exchange Outgo: NIE

(iii) Advance to Supplier: NIL

31. MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION
148 OF THE COMPANIES ACT, 2013

Maintenance of cost records as specified by the central government under sub-section (1) of
section 148 of the companies act, 2013, is required by the company and accordingly such accounts
and records are made and maintain.

32. AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONS
Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with your Companies (Audit and Auditors)
Rules, 2014, the members of the Company in 27 Annual General Meeting of the Company (‘27
AGM’) approved the appointment of M/s. P.D. Rungta & Co., Chartered Accountants (ICAI Firm
Registration No. 001150C) as the Statutory Auditors of the Company for a term of five
consecutive years i.e. from the conclusion of 27 AGM till the conclusion of 32 AGM.

The Report given by M/s. P.D. Rungta & Co., on the Financial Statements of your Company for
the financial year 2024 is part of the Annual Report. The Auditor’s Report contains qualified
report. The basis for qualification are as follows:

a. Balances under Trade receivables and Trade Payables are subject to confirmations and
adjustments, if any. In the absence of such pending confirmations and reconciliations,
consequential impact of the same on financial statements of the company could not be
ascertained.

b. Physical verification / valuation rq?ort for assets held for sale of Rs.84.16 Lakhs is not available
and in absence of verification / valuation report, we are unable to ascertain the fair / realizable
values of such items and its impact on the financials of the company for the year under report.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
SEBI Listing Regulations, M/s. Ankita Dey & Associates, Practising Company Secretaries had
been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY
2023-24. The report of the SccreUirial Auditor in the prescribed Form MR-3 is annexed to this
report as Annexure- IV.

Cost Auditor

M/s. Sampath Babu & Co., Cost Accountants, Visakhapatnam, was appointed as Cost Auditors
of the Company to conduct the audit of Cost Accounts maintained by the Company.

33. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Directors or Officers or
Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of
which needs to be mentioned in this Report.

34. IGILMECHANISM (WHISTLE BLOWER POLICY)

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
implemented through the Company’s Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the
Directors and employees to report concerns about unethical behaviour, actual or suspected fraud
or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the
victimization of employees who avail of the mechanism and provides direct access to the
Chairperson of the Audit Committee in exceptional cases. The policy of vigil mechanism is
available on the Company’s website.

The brief detail about this mechanism may be accessed on the Company’s website at the weblink:

https://dliatre.com/wp-content/uploads/2023/08/Vigil-lVlechanism-Whistle-Blower-Policv-l.pdf

35. PREVENTION OF SEXUAL HARASSMENT

Your Company has framed a Policy of prevention, prohibition and redressal of sexual harassment
at workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment for women at workplace and has adopted
a policy against sexual harassment in line with Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All women
who arc associated with the Company-either as permanent employees or temporary employees
or contractual persons including service providers at Company sites are covered under the above
policy. During the financial year 2023-24, the Company has not received any complaints on
sexual harassment and hence no compliant remains pending as on 31st March, 2024. The policy
on prevention of sexual harassment as approved by the Board is uploaded on the website of the
Company and the web link is https://dhatre.com/wp-conlcnt/iiploads/2023/Q8/ScMial-
Harrasment.pdf

36. NOMINATION AND REMUNERATION POLICY

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and
Employees of senior management employees. The details of the same are given on the website of
the Company i.e., www.dhatre.com The detailed features of Remuneration Policy are stated in
the Report on Corporate Governance forming part of this Annual Report.

37. DIRECTORS'' QUALIFICATION CERTIFICATE

In terms of SEBI (LODR) Regulation 2015, a Certificate from M/s. Ankita Dey & Associates,
Company Secretary stating that none of the directors on the board of the Company have been
debarred or disqualified from being appointed or continuing as director of Companies by the
Board/Ministry of Corporate Affairs or any such statutory authority, forms part of the Annual
Report as Annexure VII.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India.

39. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. Details of the same are given in the
website of the Company i.e. https://dhatre.com/wp-content/up1oads/2023/Q8/Code-of-
Conduct-Board-Senior-Management-2.pdf

40. PREVENTION OF INSIDER TRADING

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code
of Conduct for Prevention of Insider Trading. During the year under review, there has been due
compliance with the said code.

41. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 as amended from time to time, the Management’s Discussion and Analysis as Annexure -
V

42. CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the
Company regarding compliance with the conditions of Corporate Governance as stipulated under
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms part of the Annual Report as Annexure - VI.

43. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

There have been no significant material orders passed by the Regulators or Courts or Tribunals
which would impact the going concern status of the Company and its future operations. During
the year under review'', no application was made or any proceedings pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

44. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate systems of internal control meant to ensure proper accounting
controls, monitoring cost cutting measures, efficiency of operation and protecting assets from
their unauthorized use. The Company also ensures that internal controls are operating effectively.
The Company has also in place adequate internal financial controls with reference to financial
statement. Such controls lire tested from time to time to have an internal control system in place.

Based on their view of these reported evaluations, the directors confirm that, for the preparation
of financial statements for the financial year ended 31 March 2024, the applicable Accounting
Standards have been followed and the internal financial controls are generally found to be
adequate and were operating effectively & that no significant deficiencies w''ere noticed.

45. INSURANCE

All the assets of the Company wherever necessary and to the extent required have been adequately
insured.

46. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to provide a safe and healthy work environment for the well-being of
all our Stakeholders. The operations of the Company are conducted in such a manner that it
ensures safety of all concerned and a pleasant working environment. The Company strives to
maintain and use efficiently limited natural resources as well as focus on maintaining the health
and well-being of every person.

47. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on commitment towards its human capital and recognizing its
pivotal role for organization growth. During the year, the Company maintained a record of
peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown by the
employees throughout the year.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS ATTHE END
OF THE FINANCIAL YEAR

The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 are not applicable to the Company

49. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The details of difference between amount of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the banks or financial institutions along with the
reasons are not applicable to the Company.

50. ACKNOWLEDGEMENT

Your Directors wishes to express its gratitude and places on record its sincere appreciation for the
commitment and efforts put in by all the employees. And also 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. We place on record our appreciation of the contribution made by our
employees at all levels. Our consistent growth was made possible by their hard work, solidarity,
cooperation and support.

Place: Kolkata Oil behalf of the Board of Directors

Date: 5^,h September,2U24 For DHATRE UDYOG LIMITED

(Formerly known as Narayani Steels Limited)

SD/- SD/-

Sumit Kumar Agarwal Asit Baran Bhattachar jee
Managing Director Director

DIN:02184000 DIN: 02559634

---

Mar 31, 2018

To,

The Members,

Narayani Steels Limited.

The Directors have pleasure in presenting their 23^rdAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2018.

1. FINANCIAL SUMMARY OF THE COMPANY:

	Standalone		Consolidated
Particulars	For the year ended 31.03.2018	For the year ended 31.03.2017	For the year ended 31.03.2018	For the year ended 31.03.2017
Revenue	7,78,88,36,652	775,50,85,110.00	778,88,36,652	775,50,85,110.00
Expenses	759,07,47,993.00	757,03,03,267.00	759,07,47,993	757,03,03,267.00
Profit before Extra-ordinary Items, Interest and Depreciation, Tax	19,80,88,659.00	18,47,81,843.00	19,80,88,659	18,47,81,843.00
Less: Interest	15,12,01,911	14,77,05,916.00	15,12,01,911	14,77,05,916.00
Profit before Extraordinary Item, Depreciation and Tax	4,68,86,748	370,75,927.00	4,68,86,748	370,75,927.00
Less: Depreciation	69,61,575	54,04,297.00	69,61,575	54,04,297
Profit before Extraordinary Items and Tax	3,99,25,173	3,16,71,630.00	3,99,25,173	3,16,71,630
Add: Exceptional Item-	76,82,137		76,82,137
Profit before Tax	3,22,43,036.00	3,16,71,630.00	3,22,43,036	3,16,71,630
Current Tax	1,01,50,710.00	1,03,56,384.00	1,01,50,710	1,03,56,384.00
Income tax for Earlier Year	4,905.00	-	4,905	-
Deferred Tax	15,54,087.00	3,43,725.00	15,54,087	3,43,725.00
Profit After Tax	2,05,33,334	2,09,71,521.00	2,05,33,334	2,09,71,521.00
Dividend (including Interim if any

and final )
Net Profit after dividend and Tax	2,05,33,334	2,09,71,521.00	2,05,33,334	2,09,71,521.00
Share of Profit in Associates	-	-	20,43,441	14,98,206.00
	2,05,33,334	2,09,71,521	2,25,76,775	2,24,69,727
Earning per Share (Basic) Nominal Value per Equity Share: For the year ended 31st March, 2018 -Rs. 10/For the year ended 31st March, 2017 -Rs. 10/-	1.88	2.25	2.07	2.41

2. STATE OF COMPANY’S AFFAIRS UNDER CLAUSE (i) TO SUB-SECTION (3) OF SECTION 134 OF THE COMPANIES ACT, 2013:

a) FINANCIAL SUMMERIES

STANDALONE:

During the year under review, the Company has recorded anGross Income of Rs. 777.50Croresas compared to the previous year amount of Rs.784.00 Crores. The Expenditure incurred before depreciation and interest during the year was Rs. 19.80 Crores as against the amount of Rs.18.47 Crores during the previous year. The Depreciation and Tax provided during the year were Rs.0.69 Crores and Rs.1.17 Crores respectively as compared to the Depreciation and Tax provided for the previous year were Rs.0.54 Crores and Rs. 1.07 Crores respectively. Hence, the Company has earned a Net Profit of Rs. 2.05 Crores as compared to the previous year amount of Rs.2.09 Crores. During this year, the Net Profit decreased@ 2.09 % as compared to the previous year as slowdown market conditions during the year.

CONSOLIDATED:

During the year under review, the Company has recorded a Gross Income of Rs. 777.50 Croresas compared to the previous year amount of Rs. 784.00 Crores. The Expenditure incurred before depreciation and interest during the year was Rs. 19.80 Croresas against the amount of Rs.18.47Crores during the previous year. The Depreciation and Tax provided during the year were Rs.0.69 Crores and Rs.117.09 Crores respectively as compared to the Depreciation and Tax provided for the previous year were Rs.0.54 Crores Only and Rs.1.07 Crores respectively. Share of profit in association is Rs.0.20 Croresduring the year and Rs.0.14 Crores in previous year. Hence, the Company has earned a Net Profit of Rs. 2.25 Crores as compared to the previous year amount of Rs.2.24 Crores. During this year, the Net Profit increased @ .47%as compared to the previous year as the market activity regained its growth during the year.

(b) CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There are no changes in the nature of business of the Company during the Financial Year 2017-18.

3. EXTRACT OF THE ANNUAL RETURN:

As required under Clause (a) to Sub-section (3) of Section 134 of the Companies Act, 2013, the extract of Annual Return in form MGT-9 as provided under Sub-section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is enclosed in Annexure-2.

4. AUDITORS:

A) STATUTORY AUDITORS:

M/s. A C Bhuteria and Co., Chartered Accountants, Kolkata (FRN:303105E) appointed as Statutory Auditors to conduct Statutory Audit of Company.

B) COST AUDITORS.

M/s. A.S. Rao & Co.,Cost Accountants, Hyderabad, was appointed as Cost Auditors of the Company to conduct the audit of Cost Accounts maintained by the Company. The Company has received the Cost Audit Report from the Cost Auditor for the FY 2017-18.

C) SECRETARIAL AUDITORS:

The Board of Directors of the Company has appointed M/s. ASN Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended March 31, 2018 is annexed herewith to this Report. The Secretarial Audit Report contains qualification, reservation or adverse mark.

D) INTERNAL AUDITORS:

M/s. A. Ramachandra Rao & Co., Chartered Accountants (FRN: 02857S), Visakhapatnam-530013, Andhra Pradesh, India, be and are hereby appointed as Internal Auditors of the Company.

7. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Hari Equipments Private Limited (Associate Company)

During the Financial Year 2017-18, its Associate Company i.e Hari Equipments Private Limited has gross turnover of Rs.167,14,61,158/- as compared to Rs.188,07,87,195/- in the previous Financial Year and its profit after tax in 2017-18 is R.54,43,012 as compare to Rs.39,94,152 in previous Financial Year.Details of Associate Company mentioned in (Annexure-3)

6. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the F.Y. 2017-18 the Board of Directors met for 24 (Twenty Four) times to discuss about the business and other important matters relating to the Company which forms part of this report. The details of which are given in Annexure-1. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

7. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Sub-section (5) of Section 134 of the Companies Act, 2013 and as required under Clause (c) to Sub-section (3) of Section 134 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;

(e) the Company being listed Company, Sub-clause (e) to Sub-section (5) of Section 134 of the Companies Act, 2013 pertaining to laying down Internal Financial Controls is applicable to the Company; and

(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.

8. COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT OF REMUNERATION INCLUDING DISCHARGE OF THEIR DUTIES AND OTHER MATTERS:

The Company is covered under Sub-section (1) of Section 178, therefore the Board on the recommendation of the Nomination & Remuneration Committee has devised and implemented a Nomination and Remuneration Policy for Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub-section (3) of Section 178 and a summary of the same is disclosed in Annexure-8 as required under Clause (e) to Sub-section (3) of Section 134 of the Companies Act, 2013, .

9. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND COMPANY SECRETARY IN PRACTICE IN THEIR REPORTS UNDER CLAUSE (f) TO SUB-SECTION (3) OF SECTION 134 OF THE COMPANIES ACT, 2013:

As required under Clause (f) to Sub-section (3) of Section 134 of the Companies Act, 2013, the explanation or comments on qualifications, reservations, adverse marks or disclaimers made by the Auditors in their reports is disclosed in Annexure -5.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As required under Clause (g) to Sub-section (3) of Section 134 of the Companies Act, 2013, the Company has given Corporate Guarantee for the Credit Facilities taken by Hari Equipments Pvt. Ltd during the year.

Details of Guarantees and security provided to any other body corporate during the previous financial year as given below:

Company has provided one of its property at Visakhapatnam as security with the bank for credit facilities availed by Kedarnath Commotrade Pvt. Ltd

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM:

As required under Clause (h) to Sub-section (3) of Section 134 of the Companies Act, 2013, the particulars of every Contract or Arrangements entered into by the Company with Related Parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form AOC-2 as Annexure-4.

12. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES UNDER CLAUSE (j) TO SUBSECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013:

During the Financial Year 2017-18, the Company has not transferred any amount to its Reserves and surplus except the Profits earned during the year for both Standalone and consolidated financial Results.

13. THE AMOUNT, IF ANY, WHICH IT RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND UNDER CLAUSE (k) TO SUB-SECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013:

Your Directors have not recommended any dividend in view of the sluggish market conditions prevalent in the Steel Industry and to meet the Working Capital requirements for effective operations as per the plans conceived.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

As required under Clause (L) to Sub-section (3) of Section 134, no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial Statements relate on the date of this Report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED UNDER CLAUSE (m) TO SUB-SECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013:

The particulars as prescribed under Clause (m) to Sub-section (3) of Section 134 of the Companies Act, 2013 read with Companies’ (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo is provided as under:

(a) Conservation of Energy:

(b) Technology Absorption:

(c) Foreign Exchange Earnings /Outgo:

16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY AS REQUIRED UNDER CLAUSE (n) TO SUB-SECTION (3) OF SECTION 134:

The Company has devised and implemented a Risk Management Policy and all the risks are discussed at the Senior Management Level at their Meetings periodically to ensure that the risk mitigation plans are well thought out and implemented and adverse impact of risks is avoided or kept within manageable proportions though the elements of risk threatening the Company’s existence are very minimal. This policy are mentioning in www.narayanitmt.com

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR UNDER CLAUSE (o) TO SUB-SECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.

18. FORMAL ANNUAL EVALUATION:

Being a listed Public Limited Company having Paid-up Capital of less than Rupees Twenty Five Crores, the provisions of Clause (p) to Sub-section (3) of Section 134 of the Companies Act, 2013, relating to a statement on Formal Annual Evaluation of performance of the Board,its Committee and of Individual Directors has been made.

19. VIGIL MECHANISM POLICY:

Pursuant to the provisions of Sub-section (9) & (10) of Section 177 of the Companies Act, 2013, a Vigil Mechanism Policy for Directors and Employees to report genuine concerns has been established. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http:// www.narayanitmt. com/.

20. SECRETARIAL AUDIT REPORT:

The provisions relating to Secretarial Audit under Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are applicable to the Company as the turnover exceeds Rs. 250,00,00,000/- and the same is enclosed as Annexure-5.

21. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Company’s operations in future.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has established an internal control over financial reporting criteria considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

Also, as per the Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 issued by the Independent Auditors of the Company, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

24. THE BOARD AND KMP.

a) Change in the Composition of the Board of Directors& KMP:

No change has been occurred during the Financial Year 2017-18 except resignation of Mr. Kishan Lal Choudhary. Company Secretary Nisha Rathor resigned and in her place Mr. Arun Kumar Meher appointed as Company Secretary of the Company during the beginning of the Financial Year. Details of Senior Executive and KMP are shown in our website: www.narayanitmt.com

b) Details of composition of audit committee as per section 177(8) of the companies act,2013

The Audit Committee consists of the following persons.

Sr. No	Particulars	Designation
01	Eunny Krishnamacharyulu	Chairman
02	Puvvala Bhaskara Rao	member
03	Atul Kumar Saxena.	member

25. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company is disclosed in Annexure-6.

26. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The statement on Declaration to be given by Independent Directors under Sub-section (6) of Section 149 of Companies Act, 2013 and Companies Appointment and Qualification of Directors) Rules, 2014 as required under Clause (d) to Sub-section (3) of Section 134 of the Companies Act, 2013 is enclosed as Annexure-7.

27. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

28. EMPLOYEE RELATIONS:

During the year, the Employee relations in the Company remained cordial and highly conducive to congenial working environment in all its establishments and further the Company has been in touch relating to recruitment of required personnel from time to time. Your Directors would like to place on record the dedication and commitment of all the Employees of your Company in achieving the good results.

29. A DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:

Maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the companies act, 2013, is required by the company and accordingly such accounts and records are made and maintain.

30. INTERNAL COMPLAINTS COMMITTEE:

Company has complied with provision relating to the constitution of Internal Complaints Committee under sexual harassment of women at workplace (prevention, prohibition and redressal), Act, 2013

31. MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Board has been continuing its efforts and taken the required steps in the area of Industry, structure and Development, Growth Strategy, Segment-wise Performance, Internal Control Systems and their adequacy, Analysis of Strengths, Weaknesses, Opportunities and Threats, Financial Performance with respect to Operational Performance, Material developments in human resources / industrial relations, Strict Compliances, Talent Management, Leadership Development, and Talent Retention, Learning and Development.

32. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the whole-hearted assistance and co-operation received by the Company from Members, Customers, Dealers, Distributors, Bankers, Financial Institutions, Government & Other Agencies, Local Bodies, other Corporate Bodies and the Public and look forward to their support in coming years. They express their gratitude to all the Shareholders of the Company for the confidence reposed in the Management. Your Directors appreciate the sincere services rendered by the Employees at all levels. Thanks are also extended to our Professionals, Advisors, Well-wishers and Persons dealing with the Company. ***

For and on behalf of the Board of Directors of

Narayani Steels Limited

(Sunil Choudhary)

Managing Director

DIN:00289479

(Bivor Bagaria)

Director and Chief Financial Officer

DIN:06765822

Registered Office:

23A, N.S. Road, 7^th Floor,

Room - 31, Kolkata- 700 001,

West Bengal, India

Place: Visakhapatnam

Date: 31.08.2018