Directors Report of Divyashakti Ltd.

Mar 31, 2025

Your directors are pleased to present the 34^th Annual Report of your Company ("the Company" or "Divyashakti"), along with the Audited financial statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS

Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from operations	6387.22	6977.14
Other Income	448.72	285.95
Gross Operating Profit before Depreciation, Finance Cost, and Taxes	596.52	578.11
Profit after depreciation But before Exceptional Items and Taxes	338.97	322.68
Profit after Exceptional items	338.97	322.68
Profit after Tax	253.60	232.04
Appropriations:
General Reserves	48.22	26.66
Proposed Dividend	205.38	205.38
Total	253.60	232.04

1A. SUMMARY OF COMPANY''S OPERATIONAL AND FINANCIAL PERFORMANCE:

During the FY 2024-25, the Company recorded a decline of 8.45% in revenue from operations, amounting to R6,387.22 Lakhs, as compared to R6,977.15 Lakhs in the previous financial year. Despite the reduction in topline revenue, the Company reported a marginal increase in Profit Before Tax, which stood at R338.96 Lakhs, up from R322.68 Lakhs in the preceding year, reflecting a growth of 4.80%. This improvement is attributable to prudent cost management and operational efficiencies implemented during the year. However, overall profitability remained under pressure due to persistent macroeconomic headwinds and industry-specific challenges.

The global quartz industry witnessed a substantial oversupply during the year, resulting in intense pricing pressure and heightened competition. This, coupled with a significant slowdown in demand from the U.S. market-driven by elevated interest rates and sustained inflation-led to stagnant market conditions and constrained pricing power. These factors collectively impacted the Company''s revenue realisation and overall financial performance during the year under review.

2. DIVIDEND:

The Board of Directors is pleased to recommend the declaration of a final dividend amounting to Rs. 2.00 per share (20% on the face value of Rs. 10/-) for FY 24-25, aggregating an amount of Rs. 205.38 Lakhs. The said dividend, if approved by the Members at the ensuing Annual General Meeting (''the AGM''), will be paid to those Members whose name appears on the register of Members of the Company.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations"), the Company has formulated a Dividend Distribution Policy.

The recommended dividend is in line with our Company''s dividend policy, which is available on the Company''s Website http://www.divyashakti.com.

3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT, ETC:

The Company proposes to transfer an amount of Rs. 48.22 Lakhs to Reserves during the financial year under review.

4. FINANCE:

Cash and cash equivalents as at 31^st March, 2025 were Rs. 106.64 Lakhs and Rs. 857.06 Lakhs in the previous year. The Company continues to focus on judicious management of its working capital, receivables, inventories, and other working capital parameters, and they were kept under strict check through continuous monitoring.

5. COMPANY''S WORKING DURING THE FINANCIAL YEAR 2024-25 AND THE FUTURE PROSPECTS ALONG WITH REASONS FOR COMPARING WITH THE PREVIOUS YEAR''S RESULTS:

During FY 2024-25, the Company exported polished granite and quartz slabs aggregating to R6,330.83 Lakhs to the United States, reaffirming its strong presence in international markets.

As of the close of the financial year, the Company had export orders on hand valued at R300 Lakhs, compared to R400 Lakhs in the previous year. This slight decline is attributable to subdued global demand conditions; however, the order pipeline remains robust, reflecting the Company''s continued competitive positioning.

6. CHANGE IN NATURE OF BUSINESS:

The Company did not undergo any change in the nature of its business during FY 2024-25.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

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

There are no significant and material orders by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in the future.

9. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations, and such internal financial controls with reference to the Financial Statements are adequate. The Internal Auditors of the company conduct an audit on a regular basis, and the Audit Committee periodically reviews internal audit reports and the effectiveness of internal control systems.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries or Joint-Ventures, or Associate Companies.

12. DEPOSITS

The Company has not accepted/renewed any fixed deposits from the public, and no amount of principal or interest was outstanding as of the Balance Sheet date during the year.

13. AUDITORS AND OBSERVATIONS

M/s. Pavuluri & Co., Chartered Accountants, Hyderabad (Firm Registration No. 012194S), were appointed as the Statutory Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 31st Annual General Meeting held on 18th August 2022 until the conclusion of the 36th Annual General Meeting to be held in the year 2027. Their appointment was made in accordance with the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014. As per the Companies (Amendment) Act, 2017, ratification of auditors'' appointment at every Annual General Meeting is no longer required.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2025, does not contain any qualifications, reservations, adverse remarks, or disclaimers. Accordingly, no explanation or comment by the Board is required under Section 134(3)(f) of the Companies Act, 2013.

14. SECRETARIAL AUDITOR & REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, the Board of Directors, on the recommendation of the Audit Committee, has approved the appointment of M/s. Puttaparthi Jagannatham & Co., a peer-reviewed firm of Company Secretaries based in Hyderabad, as the Secretarial Auditors of the Company for a continuous term of five (5) financial years commencing from FY 2025-26 to FY 2029-30, subject to approval of the shareholders.

The Secretarial Audit Report for the financial year ended 31^st March, 2025, issued by M/s. Puttaparthi Jagannatham & Co., is annexed as Annexure-I to the Board''s Report and forms an integral part of this Integrated Annual Report. The Report confirms that there were no qualifications, reservations, observations, or adverse remarks during the period under review.

15. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions 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 for the financial year 2024-25 has been placed on the website of the Company and can be accessed at the following link:

httos://www. divyashakti. com/wp-

content/uoloads/2025/08/DSG Annual Return Extracts 2024 25.pdf

16. SHARE CAPITAL

The Paid-up share capital of the Company is Rs. 102688700/-, and there has been no change during the year. None of the following issues were taken up during the year, and hence, details thereof were not required to be furnished

A) Issue of shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by the company for the purchase of its own shares by employees or trustees for the benefit of employees

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

(A) Conservation of energy

a) Awareness programmers for employees were conducted for reducing energy waste.

b) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

c) No specific Capital investment has been made on reduction in energy consumption during the current financial year.

d) Although the Company has undertaken several measures towards energy conservation and optimal utilization, the cost benefits arising therefrom are not readily quantifiable.

e) Details of electricity consumption are as under:

		2024-25	2023-24
	Electricity
a)	Purchased Units	864863	992322
	Total Amount (Rs. in Lakhs)	88.06	99.72
	Average Cost/Unit (Rs. /KWH)	10.18	10.05
b)	Own Generation
i)	Through Solar Plant-(w.e.f. Feb.2017) Produced Energy (in Units)	670425	848328
	Total Value estimated (Rs. in Lakhs)	45.92	58.11
	Average Cost/Unit (Rs. /KWH)	6.85	6.85
ii)	Through Diesel Generator (Total Units)	10920	8769
	Total Amount (Rs. in Lakhs)	3.22	2.66
	Units per liter of Diesel Oil	3.25	3.26
	Average Cost/Unit (Rs. /KWH)	29.53	30.37

(B) Technology Absorption:

No outside technology is being used for manufacturing activities; therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in the quality of its products, and entire research and development activities are directed to achieve the aforesaid goal.

(C) Foreign exchange earnings and outgo: Details of foreign exchange earnings and outgo are as follows a) Foreign Exchange Earnings : Rs. 6330.83 Lakhs b) Foreign Exchange Outgo : Rs. 80.20 Lakhs

18. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted a Corporate Social Responsibility (CSR) Committee. The composition of the Committee is as under:

Name of the Member Designation Sri P Mohan Krishna Chairman Sri J. Srinivasa Karunendra Member Sri M. Ramakrishna Prasad Member

During the financial year ended 31st March, 2025, the CSR Committee convened two meetings — on 4th May, 2024 and 20th January, 2025.

As per the financial thresholds stipulated under Section 135(1) of the Act, the Company was not mandatorily required to incur CSR expenditure during FY 2024-25, based on its financials for the preceding three financial years.

Nevertheless, in consonance with its philosophy of proactive and responsible corporate citizenship, the Company voluntarily incurred a CSR expenditure of ^0.25 Lakhs, towards supporting educational initiatives for underprivileged students in proximity to its operational facilities.

No additional CSR expenditure was incurred during the financial year under review.

The Company remains steadfast in its commitment to undertake socially relevant initiatives and shall continue to evaluate and execute CSR programs as and when the prescribed statutory thresholds are met in the ensuing financial periods.

The Annual Report on CSR activities for FY 2024-25, as prepared in accordance with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed hereto and forms an integral part of this Report as Annexure-II.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key managerial personnel:

i. Mr. Ramakrishna Prasad Musunuri (DIN: 01781225) completed his first term of five consecutive years as a Non-Executive Independent Director of the Company on 26^th January 2025. The Board, through a Circular Resolution dated 21^st January 2025, and based on the recommendation of the Nomination and Remuneration Committee, considering his expertise and experience in finance, taxation, management, strategy, corporate governance, and other relevant fields, and on the basis of his performance evaluation, approved his re-appointment as a Non-Executive Independent Director of the Company for a second term of five consecutive years, effective 27^th January 2025. His second term will conclude on 26^th January 2030. The members of the Company approved the re-appointment by way of a special resolution passed on 6^th April 2025 through a postal ballot conducted via remote e-voting.

ii. In accordance with provisions of the Act and the Articles of Association of the Company, Ms. Anuradha Anne (DIN:02802437), Director, is liable to retire by rotation at this AGM and is eligible for re-appointment.

During the year under review, there were no change in the KMPs of the Company.

B) Declaration by the Independent Directors of the Company that they meet the criteria of independence as provided in Sec 149(6) of the Companies Act, 2013.

All the Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(2) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. .

C) Formal evaluation statement by the Board of its own performance, its committees, and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has formulated a policy for evaluation of its Board, Board Committee, Director''s, and their performances and carried out an evaluation of them. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) Number of meetings of the Board of Directors:

The Directors met four 4 times during the financial year 2024-25. A calendar of meetings is prepared and circulated in advance to all the Directors

For details, please refer to the Report on Corporate Governance, which forms part of this Report.

E) Meeting of Independent Directors:

A separate meeting of Independent Directors of the Company was held on 30^th January, 2025, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. At the Meeting, the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole.

F) Familiarization program for independent directors

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarisation programme for Independent Directors is disclosed on the Company''s website.

20. AUDIT COMMITTEE:

The Board of Directors of the Company constituted the Audit Committee consisting of the following Directors, with the roles and responsibilities duly defined in accordance with the applicable statutory and other requirements. During the year, four (4) meetings of the Committee took place.

Name of the Member	Designation
Sri M.R.K.Prasad	Chairman
Sri J. Srinivasa Karunedra	Member
Sri P.Mohan Krishan	Member

The Board has accepted all the recommendations of the Audit Committee.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behaviour. Oversight of this mechanism is entrusted to the audit committee.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The vigil mechanism provides adequate safeguards against victimization and multiple channels for reporting concerns, including an option for escalation, if any, to the Chairperson of the Audit Committee of the Company

Additionally, the Company has crafted a Whistleblower Policy, empowering its Directors, Employees, and Stakeholders to report any perceived unethical behavior, suspected fraud, or breaches of the Company''s Code of Conduct or Ethics Policy.

The Company reaffirms that all Directors and employees retain unhindered access to the Chairman of the Audit Committee, and no complaints were received throughout the fiscal year.

22. CODE OF CONDUCT:

The Board of Directors has approved a comprehensive code of conduct, applicable to both Board members and all employees during the course of the Company''s daily operations. Firmly opposing bribery, corruption, and any form of unethical behaviour, the Board has instituted directives to combat such actions. Termed the "Code of Business Conduct,” this code is detailed in the Report as an appendix, with compliance declarations included.

This code delineates the expected standards of business conduct for Directors and designated employees, emphasizing integrity in workplace practices, business dealings, and interactions with stakeholders.

All Board members and Senior Management Personnel have affirmed their adherence to the code, with comprehensive training provided to all management staff on these guidelines.

23. PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices. All the Directors, employees and third parties (intermediaries and fiduciaries) such as auditors, consultants etc. who could have access to the Unpublished Price Sensitive Information of the Company are governed by this code. The trading window is closed during the time of declaration of results and the occurrence of any material events as per the Code.

During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

24. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company constituted of Nomination and Remuneration Committee, consisting of the Following are the members of Nomination and Remuneration Committee with the roles and responsibilities duly defined and in accordance with the applicable statutory and other requirements.

Name of the Member	Designation
Sri M.R.K.Prasad	Chairman
Sri J. Srinivasa Karunedra	Member
Sri P.Mohan Krishan	Member

The Board has formulated a policy in consultation with the Nomination and Remuneration Committee for selection and appointment of Directors, Senior management, and fixation of their remuneration keeping in view the requirements given in Section 178 of the Companies Act, 2013 and it also involves in the evaluation of'' the Board and its remuneration policies. During the Financial Year under review, the Committee has met once times i.e., on 20^th January, 2025.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were on arm''s length basis. The particulars of every contract or arrangement 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 the third proviso thereto, are disclosed in Form No. AOC-2 as Annexure-III to this Report.

Pursuant to the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on RPTs, and it is available on the Company''s website URL at: https://www.diwashakti.eom/wp-content/uploads/2024/05/8.-Policv-on-Related-Partv-Transactions.pdf

There were no materially significant transactions with Related Parties during the financial year 2024-25 that were in conflict with the interest of the Company. Suitable disclosures as required under the Accounting Standard have been made in Note 30 of the Notes to the financial statements.

26. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

a)	Remuneration to Directors:		2024-25	% on Total
			(In Rs.)	Salaries
	Sri N. Hari Hara Prasad	Salary	62,00,000	19.62%
	(Managing Director)	Perquisites	3,16,537
	Smt Anuradha Anne (Chief Financial Officer)	Salary	6,00,000	1.81%
	Sri N. Sai Venkateshwara Prasad (Global Executive)	consultancy	10,10,250	3.04%

b) There is no information required pursuant to Section 197 read with 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as no employee of the Company is covered by these rules.

c) It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel, and other Employees.

d) The median remuneration of employees of the company during the financial year was Rs. 1.02 Lakhs.

e) There were 107 permanent employees on the rolls of the Company as on 31st March, 2025.

f) No Director is in receipt of any commission from the company, and the Managing Director and Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board''s Report.

27. CORPORATE GOVERNANCE

The Directors reassert their dedication to upholding high standards of corporate governance. Throughout the reviewed period, the Company diligently adhered to the regulations concerning corporate governance outlined in Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compliance report, along with the Auditors'' Certificate verifying adherence to the conditions of Corporate Governance as per the Listing Regulations, is provided as Annexure-IV to this Report.

The Managing Director and Chief Financial Officer of the Company have issued a necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations, 2015, and the same forms part of this Report.

28. RISK MANAGEMENT AND INSURANCE

The Company maintains ongoing vigilance over business and operational risks by implementing business process re-engineering and conducting regular reviews across various areas, including production, finance, legal, and others. A comprehensive initiative is in progress to establish a robust risk management framework. Additionally, the Company ensures that its assets are sufficiently insured against risks arising from fire and earthquake hazards.

The Board has not identified any risks that, in its view, pose a threat to the Company''s existence.

29. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that

(a) In the preparation of the annual accounts for the financial year ended on 31 March 2025, the applicable accounting standards had been followed, and there are no material departures.

(b) they 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 at 31 March 2025 and of the profit and loss of your Company for the financial year ended 31 March 2025;

(c) they have 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) The annual accounts for the financial year ended on 31 March 2025 have been prepared on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that, to the best of their knowledge, examination and analysis, such internal financial controls have been adequate and were operating effectively; and

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

30. PA YMENT OF LISTING FEE

At present, the equity shares of the Company are listed on the Bombay Stock Exchange at Mumbai. The Company confirms that it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2025-26.

31. DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with National Securities Depository Limited /Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE410G01010. The Company is pursuing the shareholders holding the shares in physical form for the dematerialization of their shares.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments made under section 186 of the Companies Act, 2013.

33. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, and that such systems are adequate and operating effectively.

34. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, forms part of this report as Annexure-V.

35. PREVENTION OF SEXUAL HARASSMENT

The Company has a zero-tolerance policy for sexual harassment in the workplace. It has adopted a comprehensive policy on Prevention, Prohibition, and Redressal of Sexual Harassment at Workplace, in alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rules framed thereunder.

36. INTERNAL COMPLAINTS COMMITTEE:

The "Internal Complaints Committee" constituted as per Section 4 (1) of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has the following members.

S.No.	Name of the Member	Designation
1.	Smt Anuradha Anne	Chairman/Preceding Officer
2.	Sri P. Mohan Krishna	Internal Member
3.	Sri J. Narayana Swamy Damodhar	External Member
4.	Smt T. Sujata	Internal Member

During the year under review, no complaints of harassment at the workplace were received by the committee.

37. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by ICICI and the State Bank of India. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

---

Mar 31, 2024

Your directors have pleasure in presenting the 33^rd Annual Report and the Audited Accounts for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS

Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from operations	6977.15	7553.12
Other Income	285.94	799.18
Gross Operating Profit before Depreciation, Finance Cost and Taxes	576.04	1355.98
Profit after depreciation but before Exceptional Items and Taxes	322.68	1101.26
Profit after Exceptional items	322.68	1101.26
Profit after Tax	232.04	782.78
Appropriations:
General Reserves	26.66	577.40
Proposed Dividend	205.38	205.38
Total	232.04	782.78

1A. SUMMARY OF COMPANY''S OPERATIONAL AND FINANCIAL PERFORMANCE:

In the FY 2023-24, there was a 7.62% decrease in revenue from operations, declining from Rs. 7553.12 Lakhs to Rs. 6977.15 Lakhs. Additionally, the profit before tax dropped significantly, standing at Rs. 322.68 Lakhs compared to Rs. 1101.26 Lakhs in the previous year, marking a decrease of 70.67%. These declines are attributed to the unstable US market conditions, which have adversely affected revenue generation.

During the FY 2023-24, the market experienced a lack of sale price increase due to an enormous surge in quartz supply globally, very huge competition for supply of quartz accompanied with an unprecedented price war while the demand in the US Market considerably cooled given the very high interest rates and inflationary pressures. Consequently, this led to stagnant market conditions and declining profits throughout the fiscal year.

2. DIVIDEND:

Your directors are pleased to recommend for your consideration a Dividend of Rs.2.00 per share (20% on the face value Rs.10/-) on the equity share capital of the company for the financial year ended 31^st March, 2024, aggregating an amount of Rs.205.38 Lakhs. The same is put for approval of members at the ensuing Annual General Meeting.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("the Listing Regulations"), The Company has formulated a Dividend Distribution Policy.

The recommended dividend is in line with our Company''s dividend policy, which is available on the Company''s Website http://www.divyashakti.com.

3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC:

The Company proposes to transfer an amount of Rs26.66 Lakhs to Reserves during the financial year under review.

4. FINANCE:

Cash and cash equivalents as at 31^st March, 2024 were Rs.857.06 Lakhs and Rs. 707.96 Lakhs in the previous year. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring.

5. COMPANY''S WORKING DURING THE FINANCIAL YEAR 2023-24 AND THE FUTURE PROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS:

Throughout the FY, your Company achieved notable success by exporting polished granite slabs and Quartz slabs valued at Rs. 6874.27 Lakhs to the United States. This significant export activity underscores the company''s commitment to international markets and highlights its competitive edge in the industry.

Furthermore, as the year came to a close, the company experienced a positive trajectory, with export orders on hand amounting to Rs.400 Lakhs. While this figure represents a slight decrease compared to the previous year''s Rs.500 Lakhs, it still demonstrates the company''s resilience and capacity to maintain a robust export pipeline despite market fluctuations and challenges.

6. CHANGE IN NATURE OF BUSINESS:

During the year the Company has not changed its business.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments that have bearing on the financial position of the Company.

8. 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 by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Company''s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensure that all its assets are safeguarded and protected against losses. The Internal Auditors of the company conduct audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries or Joint-Venture or Associate Companies.

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

Since the Company does not have any Subsidiaries or Joint Venture or Associate Companies, consolidation of financial statements of the Company is not applicable.

12. DEPOSITS

The Company has not accepted/renewed any fixed deposits from the public during the year.

13. AUDITORS AND OBSERVATIONS

M/s. Pavuluri & Co, Chartered Accountants, Hyderabad (Firm Registration. No.012194S), Independent Auditors of the Company were appointed in the Annual General Meeting held on 18^th August 2022, for a period of Five years till conclusion of Thirty Sixth (36^th) Annual General Meeting to be held in the year 2027 and no ratification is required based on the amended Section 139 of the Companies Act, 2013 and the ordinary resolution passed at the previous Annual General Meeting.

There are no observations in the Audit report which require any comments of the Directors for the Financial Year 2023-24.

14. SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013, M/s. Puttaparthi Jagannatham, Company Secretaries, Hyderabad has undertaken the Secretarial Audit of the Company. The Secretarial Audit Report obtained is annexed within as Annexure-I. The Secretarial Audit report does not have any qualifications, reservations, observation, or adverse remark.

15. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return is placed on the website of the Company. The link to access the same is: https://www.divyashakti.com/wp-content/uploads/2024/07/DSG Annual Return Extracts 2023 24.pdf

16. SHARE CAPITAL

The Paid-up share capital of the Company is Rs.102688700/- and there has been no change during the year. None of the following issues were taken up during the year and hence details thereof were not required to be furnished

A) Issue of shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or trustees for the benefit of employees

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

(A) Conservation of energy

a) Awareness programmers for employees were conducted for reducing energy waste.

b) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

c) No specific Capital investment has been made on reduction in energy consumption during the current financial year.

d) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

e) Details of electricity consumption are as under:

		2023-24	2022-23
	Electricity
a)	Purchased Units	992322	1680241
	Total Amount (Rs. in Lakhs)	99.72	163.21
	Average Cost/Unit (Rs. /KWH)	10.05	9.71
b)	Own Generation
i)	Through Solar Plant-(w.e.f. Feb.2017) Produced Energy (in Units)	848328	728459
	Total Value estimated (Rs. in Lakhs)	58.11	49.86
	Average Cost/Unit (Rs. /KWH)	6.85	6.84
ii)	Through Diesel Generator (Total Units)	8769	27823
	Total Amount (Rs. in Lakhs)	2.66	8.11
	Units per liter of Diesel Oil	3.26	3.26
	Average Cost/Unit (Rs. /KWH)	30.37	29.15

(B) Technology Absorption:

No outside technology is being used for manufacturing activities; therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire research and development activities are directed to achieve the aforesaid goal.

(C) Foreign exchange earnings and outgo:

Details of foreign exchange earnings and outgo are as follows

a) Foreign Exchange Earnings : Rs. 6874.27 Lakhs

b) Foreign Exchange Outgo : Rs. 69.67 Lakhs

18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted the CSR committee consisting of the following Directors with the roles and responsibilities duly defined in accordance with the CSR Policy Rules. The Committee met on 22^nd January 2024 during the financial year ended 31^st March, 2024.

Previous Committee Members: Upto 10.02.2024

Name of the Member	Designation
Sri T.R.C. Bose	Chairman
Sri T.H.Sastry	Member
Sri S.Srinivas	Member

Reconstituted the New Committee with the following members: w.e.f.11.02.2024

Name of the Member	Designation
Sri P.Mohan Krishan	Chairman
Sri J. Srinivasa Karunedra	Member
Sri M.R.K.Prasad	Member

In accordance with Section 135 of The Companies Act, 2013 and its associated regulations, the Board of Directors, acting upon the recommendations of the CSR Committee, formulated a comprehensive CSR Policy. This policy delineates the specific activities to be undertaken by the Company as outlined in Schedule VII of The Companies Act, 2013.

As part of its CSR commitments, the Company has engaged in various impactful initiatives. These include providing childcare services in collaboration with the Janyaa Foundation, contributing to the construction of old age homes, supporting educational needs for orphans, and making donations to the Narsapur Municipal Corporation, which falls within the vicinity of the Company''s factory. These endeavors collectively aim to foster the holistic development of the surrounding community and fulfill the Company''s corporate social responsibility obligations.

The Annual Report on CSR activities, pursuant to Rule 8 of The Companies (Corporate Social Responsibility) Rules, 2014, is given in Annexure-II and forms part of this Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key managerial personnel:

i. In accordance with the stipulations outlined in Sections 149, 150, and 152, along with Schedule IV, and Section 161(1) read in conjunction with the Companies (Appointment and Qualification of ^Directors) Rules, 2014, Sri Mohan Krishna Pamidimukkala (DIN: 02032808) has been appointed as a Non-Executive and Independent Director of the Company. This appointment, effective from 11th February 2024, for a tenure of 5 years, was ratified through a Circular Resolution dated 23.02.2024, subsequently endorsed by the Shareholders via Postal Ballot.

ii. In compliance with the provisions detailed in Sections 149, 150, and 152, together with Schedule IV, and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, Sri Srinivas Karunendra Jasti (DIN: 01021857) has assumed the role of a Non-Executive and Independent Director of the Company. This appointment, effective from 11th February 2024, for a duration of 5 years, was sanctioned through a Circular Resolution dated 23.02.2024, subsequently validated by the Shareholders through Postal Ballot.

iii. In adherence to the guidelines delineated in Sections 196,197, and 203, in conjunction with Schedule V, and other relevant provisions, if any, of the Companies Act, 2013, Mr. Nallapati Sai Venkateshwara Prasad (DIN: 07426498) has been appointed as the Global Marketing Advisor of the Company for Overseas Markets. This appointment, effective from 10th February 2024, for a tenure of 5 years, was ratified during the Board Meeting convened on 10th February 2024, subsequently endorsed by the Shareholders via Postal Ballot.

iv. As per the mandates of the Companies Act, 2013 and the Articles of Association of the Company, Sri T.H. Sastry (DIN No. 01786600), Sri T.R.C. Bose (DIN. 00160630), and Sri S. Srinivas (DIN: 00194094), Independent Directors, have retired from their positions with effect from 10.02.2024, consequent to the completion of their tenure as Independent Directors of the Company.

v. Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Ms. Anuradha Anne, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

B) Declaration by the Independent Directors of the Company that they meet the criteria of independence as provided in Sec 149(6) of the Companies Act, 2013.

All the Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(2) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

C) Formal evaluation statement by the Board of its own performance, it''s committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has formulated a policy for evaluation of its Board, Board Committee, Director''s, and their performances and carried out an evaluation of them. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) Number of meetings of the Board of Directors:

The Directors met for 5 times during the financial year 2023-24. A calendar of meetings is prepared and circulated in advance to all the Directors. The number and details of the meetings of the Board are furnished in the Corporate Governance Report.

E) Meeting of Independent Directors:

A separate meeting of Independent Directors of the Company was held on 10^th February 2024 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. At the Meeting, the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole.

F) Familiarization Programme for Independent Directors

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarisation programme for Independent Directors is disclosed on the Company''s website.

20. AUDIT COMMITTEE:

The Board of Directors of the Company constituted Audit Committee consisting of the following Directors, with the roles and responsibilities duly defined in accordance with the applicable statutory and other requirements. During the year, four (4) meetings of the Committee took place.

Previous Committee Members: Up to 10.02.2024

Name of the Member	Designation
Sri T. R. C. Bose	Chairman
Sri T. H. Sastry	Member
Sri S. Srinivas	Member

Reconstituted the New Committee with the following members: w.e.f.11.02.2024

Name of the Member	Designation
Sri M.R.K.Prasad	Chairman
Sri J. Srinivasa Karunedra	Member
Sri P.Mohan Krishan	Member

The Board has accepted all the recommendations of the Audit Committee.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company presently maintains a robust vigilance mechanism to address any potential instances of fraud or mismanagement. In handling concerns, strict confidentiality is upheld, and there is a firm commitment to ensuring that no individual faces discrimination for raising genuine issues. Oversight of this mechanism is entrusted to the audit committee.

Additionally, the Company has crafted a Whistleblower Policy, empowering its Directors, Employees, and Stakeholders to report any perceived unethical behavior, suspected fraud, or breaches of the Company''s Code of Conduct or Ethics Policy.

The Company reaffirms that all Directors and employees retain unhindered access to the Chairman of the Audit Committee, and no complaints were received throughout the fiscal year.

22. CODE OF CONDUCT:

The Board of Directors has approved a comprehensive code of conduct, applicable to both Board members and all employees during the course of the Company''s daily operations. Firmly opposing bribery, corruption, and any form of unethical behaviour, the Board has instituted directives to combat such actions. Termed the "Code of Business Conduct,” this code is detailed in the Report as an appendix, with compliance declarations included.

This code delineates the expected standards of business conduct for Directors and designated employees, emphasizing integrity in workplace practices, business dealings, and interactions with stakeholders.

All Board members and Senior Management Personnel have affirmed their adherence to the code, with comprehensive training provided to all management staff on these guidelines.

23. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015 for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The Board is responsible for implementation of the code. The Code is in line with the latest amendments.

During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

24. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company constituted of Nomination and Remuneration Committee consisting of the Following are the members of Nomination and Remuneration Committee with the roles and responsibilities duly defined and in accordance with the applicable statutory and other requirements.

Previous Committee Members: Up to 10.02.2024

Name of the Member	Designation
Sri T. R. C. Bose	Chairman
Sri S. Srinivas	Member
Sri M. R. Prasad	Member

Reconstituted the New Committee with the following members: w.e.f.11.02.2024

Name of the Member	Designation
Sri M.R.K.Prasad	Chairman
Sri J. Srinivasa Karunedra	Member
Sri P.Mohan Krishan	Member

The Board has formulated a policy in consultation with the Nomination and Remuneration Committee for selection and appointment of Directors, Senior management and fixation of their remuneration keeping in view the requirements given in Section 178 of the Companies Act, 2013 and it also involves in the evaluation of'' the Board and its remuneration policies. During the Financial Year under review, the Committee has met two times i.e. on 22^nd July, 2023 and 22^nd January, 2024.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were on arm''s length basis. 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 No. AOC-2 as Annexure-III to this Report.

Policy on Related Party Transactions as approved by Board has been uploaded on Company''s

website:https://www.diwashakti.com/wp-content/uploads/2023/05/8.-Policv-on-Related-Partv-

Transactions.pdf

There were no materially significant transactions with Related Parties during the financial year 2023-24 which were in conflict with the interest of the Company. Suitable disclosures as required under Accounting Standard have been made in Note 3.07 of the Notes to the financial statements.

26. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration to Directors:		2023-24 (In Rs.)	% on Total Salaries
Sri N. Hari Hara Prasad (Managing Director)	Salary	72,00,000	16.97%
	Perquisites	2,15,125
Smt Anuradha Anne (Chief Financial Officer)	Salary	6,00,000	1.37%
Sri N. Sai Venkateshwara Prasad (Whole Time Director up to 16.10.2023)	Salary	4,00,000	092%

b) There is no information required pursuant to Section 197 read with 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as no employee of the Company is covered by these rules.

c) It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel and other Employees.

d) The median remuneration of employees of the company during the financial year was Rs. 1.02 Lakhs.

e) There were permanent employees on the rolls of company as on 31^st March,2024

f) No Director is in receipt of any commission from the company and the Managing Director and Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board''s Report.

27. CORPORATE GOVERNANCE

The Directors reassert their dedication to upholding high standards of corporate governance. Throughout the reviewed period, the Company diligently adhered to the regulations concerning corporate governance outlined in Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compliance report, along with the Auditors'' Certificate verifying adherence to the conditions of Corporate Governance as per the Listing Regulations, is provided as Annexure-IV to this Report.

The Managing Director and Chief Financial Officer of the Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations and the same forms part of this Report.

28. RISK MANAGEMENT AND INSURANCE

The Company maintains ongoing vigilance over business and operational risks by implementing business process re-engineering and conducting regular reviews across various areas including production, finance, legal, and others. A comprehensive initiative is in progress to establish a robust risk management framework. Additionally, the Company ensures that its assets are sufficiently insured against risks arising from fire and earthquake hazards.

The Board has not identified any risks that, in its view, pose a threat to the Company''s existence.

29. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures;

(b) We have selected such accounting policies in consultation with the Statutory Auditors and have 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 that period;

(c) We have 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) The annual accounts have been prepared on a going concern basis;

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

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

30. PA YMENT OF LISTING FEE

At present the equity shares of the Company are listed on The Bombay Stock Exchange at Mumbai. The Company confirms that it has paid Annual Listing Fees due to The Bombay Stock Exchange for the year 2024-25.

31. DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with National Securities Depository Limited /Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE410G01010. The Company is pursuing the shareholders, holding the shares in physical form for dematerialization of their shares.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments made under section 186 of the Companies Act, 2013.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required Regulation 34(3) and 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 With Stock Exchange forms part of this report as Annexure-V.

34. INTERNAL COMPLAINTS COMMITTEE:

The "Internal Complaints Committee" constituted as per Section 4 (1) of Sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 has the following members.

S.No.	Name of the Member	Designation
1.	Smt Anuradha Anne	Chairman/Preceding Officer
2.	Sri S. Srinivas	Internal Member
3.	Sri J. Narayana Swamy Damodhar	External Member
4.	Smt T. Sujata	Internal Member

Reconstituted the New Committee with the following members: w.e.f.11.02.2024

S.No.	Name of the Member	Designation
1.	Smt Anuradha Anne	Chairman/Preceding Officer
2.	Sri P. Mohan Krishna	Internal Member
3.	Sri J. Narayana Swamy Damodhar	External Member
4.	Smt T. Sujata	Internal Member

During the year under review, no complaints of harassment at the workplace were received by the committee.

35. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by HDFC and State Bank of India. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and on behalf of the Board

Sd/- Sd/-

Place: Hyderabad (N.HARI HARA PRASAD) (M.R.K.PRASAD)

Date: 22^nd May 2024 Managing Director Director

DIN: 00354715 DIN: 01781225

---

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 27th Annual Report and the Audited Accounts for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS

Particulars	Year ended 31.03.2018 (Rs. in lakhs)	Year ended 31.03.2017 (Rs. in lakhs)
Sales	6858	10836
Gross Operating Profit before depreciation and exchange variation	757	1637
Profit after depreciation but before exchange variation	692	1524
Profit after depreciation, exchange variation and before Exceptional Items	745	1459
Profit after Exceptional items	745	1469
Profit after Tax	482	947
Appropriations:
General Reserves	297	762
Proposed Dividend	154	154
Tax on dividend	31	31
Total	482	947

2. DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs. 1.50 per share (15% of face value Rs.10/-) on the equity capital of the company for the financial year ended 31st March, 2018, aggregating an amount of Rs. 154.03 lakhs.

3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC:

The Company proposes to transfer an amount of Rs. 297 lakhs to Reserves during the financial year under review.

4. Finance:

Cash and cash equivalents as at 31st March, 2018 was Rs. 1444 lakhs. The company continues to focus on judicious management of it’s working capital, receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring.

5. COMPANY’S WORKING DURING THE CURRENT YEAR 2017-2018 AND THE FUTURE PROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS:

Your Company has exported polished granite slabs and polished monuments valued at Rs.6758 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks & Slabs valued at Rs.5167 lakhs made during the year, about 79% of slabs are Traded/ imported from China.

The year closed on a positive note with export orders on hand to the tune of Rs. 210 lakhs as compared to Rs.230 lakhs of last year.

Further, your Directors are pleased to state that your company could commission solar plant within the Factory and could thus save the power bills to the extent of Rs.58 lakhs.

Your Directors are further pleased to inform that your company has also established Quartz Slabs (Engineering Stone Slabs) manufacturing unit in its existing premises. The Quartz unit is expected to go into production soon in the current year itself.

6. CHANGE IN NATURE OF BUSINESS:

During the year the company has not changed its business.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments that have bearing on the financial position of the Company.

8. 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 by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.

9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY :

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the company’s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensure that all its assets are safeguarded and protected against losses. The Internal Auditors of the company conduct audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any subsidiaries or Joint Venture or associate companies.

11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

Since the Company does not have any subsidiaries or Joint Venture or associate companies, consolidation of financial statements of the Company is not applicable.

12. DEPOSITS

The company has not accepted any fixed deposits from the public.

13. AUDITORS AND OBSERVATIONS

M/s Suryanarayana & Suresh, Chartered Accountants, Independent Auditors of the Company were appointed in the Annual General Meeting held on 25th September, 2017 for a period of Five year till conclusion of Thirty First (31st) Annual General Meeting.

14. SECRETARIAL AUDIT REPORT

Pursuant to provisions of section204 of the Companies Act, 2013, the Company has appointed Puttaparthi Jagannatham & Co., Company secretaries, a firm of company secretaries, to undertake the secretarial audit of the Company. The Secretarial Audit Report obtained is annexed within as Annexure-I

15. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return is placed on the website of the Company. The link to access the same is http:// www.divyashakti.com/html/annual-return- extracts.html

16. SHARE CAPITAL

None of the following issues were taken up during the year and hence details thereof were not required to be furnished

A) Issue of shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or trustees for the benefit of employees

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

(A) Conservation of energy

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made on reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Details of electricity consumption are as under:

(B) Technology Absorption:

No outside technology is being used for manufacturing activities, therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire research and development activities are directed to achieve the aforesaid goal.

(C) Foreign exchange earnings and outgo : Details of foreign exchange earnings and outgo are as follows

a) Foreign Exchange

Earnings : Rs. 6758 Lakhs

b) Foreign Exchange

Outgo : Rs. 4895 Lakhs

18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted the CSR committee consisting of the following Directors with the roles and responsibilities duly defined in accordance with the CSR Policy Rules. The committee met once on 10.02.2018 during the financial year ended 31st March, 2018.

Name of the Member	Designation
Shri T.R.C. Bose	Chairman
Shri T.H.Sastry	Member
Shri S. Srinivas	Member

The Committee reviewed the CSR Policy and has identified the Education and Environment as the broad areas towards providing clean and hygienic water, and health related areas as the focus areas for CSR activities.

The Company allocated an amount of Rs.29.70 lakhs to be spent during the year 2017-18 for Corporate Social Responsibility. However, the Company couldn’t spend the amount earmarked for Corporate Social Responsibility in full due to problems in identifying the better areas and beneficiaries as per its approved CSR Policy. However, an amount of Rs.3.20 lakhs was spent by the company towards the CSR activities in the field of Education and Environment during the year 2017-18.

The report on CSR activities is attached as Annexure II to this Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key managerial personnel:

i) Sri N.S.R.C. Sekhara Rao tendered resignation from the position of Director with effect from 10.02.2018 on the ground that his advanced age is no longer permitting him to discharge his functions as Director. The same was accepted in the Board meeting held on 10th February, 2018.

ii) Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Smt. Anuradha Anne, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

iii) Pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 Sri Hari Hara Prasad Nallapati has been re-appointed as Managing Director of the Company for Five (5) Years with effect from 04th March, 2018. The resolution relating to ratification of remuneration is put up for approval of members at the ensuing Annual General Meeting.

B) Declaration by the Independent Directors of the Company that they meet the criteria of independence as provided in Sec 149(6) of the Companies Act, 2013.

All the independent Directors have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(2) and 25 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of Independence.

C) Formal evaluation statement by the Board of its own performance, it’s committees and individual Directors: Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has formulated a policy for evaluation of its Board, Board Committee, Director’s and their performances and carried out an evaluation of them. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) Number of meetings of the Board of Directors:

The Directors met for 4 times during period under review. A calendar of meetings is prepared and circulated in advance to all the Directors. The number and details of the meetings of the Board are furnished in the Corporate Governance Report.

E) Meeting of Independent Directors:

A separate meeting of Independent Directors of the Company was held on 10.02.2018 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. At the Meeting, the Independent Directors reviewed the performance of Non Independent Directors and the Board as a whole.

F) Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarisation programme for Independent Directors is disclosed on the Company’s website.

20. AUDIT COMMITTEE:

The Board of Directors of the Company constituted Audit Committee consisting of the following Directors, with the roles and responsibilities duly defined in accordance with the applicable statutory and other requirements. During the year, four (4) meetings of the Committee took place.

Name of the Member	Designation
Shri T.R.C. Bose	Chairman
Shri T.H.Sastry	Member
Shri N.S.R.C.Sekhara Rao	Member

The Board has accepted all the recommendations of the Audit Committee.

Due to the resignation of Sri N.S.R.C. Sekhar Rao, member of Audit Committee, the Audit Committee was reconstituted on 10.02.2018 as follows:

Name of the Member	Designation
Shri T.R.C. Bose	Chairman
Shri T.H.Sastry	Member
Shri S. Srinvas	Member

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company at present has the vigil mechanism to deal with the instances of fraud and mismanagement, if any. The company ensures that strict confidentiality is maintained while dealing with the concerns and also that no discrimination is meted out to any person for a genuinely raised concern. It is taken care of by the audit committee of the company.

The Company has also formulated Whistle Blower Policy through which it’s Directors, Employees and Stake Holders can report their genuine concern about unethical behavior, actual or suspected fraud, or violation of the company’s code of conduct or ethics Policy.

The Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

22. CODE OF CONDUCT:

The Board of Directors have approved 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 company is against bribery, corruption and unethical dealings / behaviours of any form and the board has laid down the directives to counter such acts. The code laid down by the Board is known as “Code of Business Conduct” and declaration with respect to its compliance forms an appendix to the Report.

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 dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders .

All the Board members and senior Management Personnel have confirmed compliance with the code. All management staff were given training in this regard.

23. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015 for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’s shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The Board is responsible for implementation of the code.

During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

24. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consist of the following Directors, with the role and responsibilities duly defined and in accordance with the applicable statutory and other requirements.

Name of Members	Designation
1. Shri T.V.Chowdary	Chairman
2. Shri S. Srinivas	Member
3. Shri N.S.R.C.Sekhara Rao	Member

The Board has formulated a policy in consultation with the Nomination and Remuneration Committee for selection and appointment of Directors, Senior management and fixation of their remuneration keeping in view the requirements given in section 178 of the companies Act, 2013 and it also involves in the evaluation of'' the Board and its remuneration policies. During the Financial Year under review, the Committee has met twice on 27th May, 2017 and 10th February, 2018.

With the resignation of Sri N. S. R. C. Sekhar Rao, member of Nomination and Remuneration Committee, the Nomination and Remuneration Committee was reconstituted on 10th February, 2018 as follows:

Name of Members	Designation
1. Shri T.V.Chowdary	Chairman
2. Shri S. Srinivas	Member
3. Shri T.R.C. Bose	Member

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were on arm’s length basis. 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 arms length transactions under third proviso thereto are disclosed in Form No.AOC-2 as Annexure-III to this Report.

Policy on Related Party Transactions as approved by Board has been uploaded on Company’s. Websitehttp:// www.divyashakti.com/images/ 8 . % i m a g e s / 8 . % 2 0 p l i c y % . 2 0 R e l a t e d % 2 0 P a r t y % 20Transaction.pdf

There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 3.07 of the Notes to the financial statements.

26. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration to	2017-18	% on total
Directors :	Rs.	salaries.
(a) N. Hari Hara Prasad
Managing Director
- Salary	26,00,000	15%
- Perquisites	15,90,187
Anuradha Anne
(Chief Financial
Officer) - Salary	5,50,000	2%

b) There is no information required pursuant to Section 197 read with 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as no employee of the Company is covered by these rules.

c) No Director is in receipt of any commission from the company and the Managing Director and Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board’s Report.

27. CORPORATE GOVERNANCE

The Directors reaffirm their commitment to good corporate governance practices. During the year under review, the Company was in compliance with the provisions relating to corporate governance as provided under Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compliance report, together with the Auditors’ Certificate on compliance with the conditions of Corporate Governance of the Listing Regulations is enclosed as Annexure - IV to this Report.

The Managing Director and Chief Financial Officer of the Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations and the same forms part of this Report.

28. RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company’s assets are adequately insured against the risk from fire and earthquake.

There is no identification of risks which in the opinion of the Board may threaten the existence of the Company

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures;

(b) We have selected such accounting policies in consultation with the Statutory Auditors and have 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 that period;

(c) We have 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) The annual accounts have been prepared on a going concern basis;

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

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

30 PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Bombay Stock exchange at Mumbai. The Company confirms that it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2018-2019.

31. DEPOSITORY SYSTEM

As the Members are aware, your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company’s shares on NSDL & CDSL. The ISIN allotted to the Company’s Equity shares is INE410G01010.

The company is pursuing the share holders, holding the shares in physical form for dematerialization of their shares.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments made under section 186 of the Companies Act,2013

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required Regulation 34(3) and 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchange forms part of this report as Annexure V

34. INTERNAL COMPLAINTS COMMITTEE:

The “Internal Complaints Committee” reconstituted as per section 4 (1) of Sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 has the following members.

1. Sri T.R.C.Bose* - Chairperson

2. Sri S. Srinivas - Member

3. Smt Anuradha Anne - Member

* Consequent on resignation of Sri N.S.R.C.Sekhara Rao, Member , the Committee has been reconstituted in the Board Meeting held on 10th February, 2018 with induction of Sri T.R.C.Bose as Member

During the year under review, no complaints of harassment at the workplace were received by the committee.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by HDFC and State Bank of India. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and on behalf of the Board

(N.HARI HARA PRASAD) (T.H.SASTRY)

Managing Director Director

DIN : 00354715 DIN : 01786600

Place : Hyderabad,

Date : 30th May, 2018.

---

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure to present the 25th Annual Report and the Audited Accounts for the financial year ended 31st March, 2016.

1. FINANCIAL RESULTS

	Year ended 31.03.2016 (Rs. in lakhs)	Year ended 31.03.2015 (Rs. in lakhs)
Sales	6827.99	6295.93
Gross Operating
Profit before
depreciation and
exchange variation	1259.01	1196.17
Profit after depreciation
but before exchange
variation	1149.16	1091.32
Profit after
depreciation,
exchange variation
and before
Exceptional Items	1534.83	1452.54
Profit after Exceptional
items	1534.83	1452.54
Profit after Tax	1013.66	934.60
Appropriations:
General Reserves	828.27	749.21
Proposed Dividend	154.03	154.03
Tax on dividend	31.36	31.36
Total	1013.66	934.60

2. DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs. 1.50 per share (15% of face value Rs.10/-) on the equity capital of the company for the financial year ended 31st March, 2016, aggregating an amount of Rs. 154.03 lakhs.

3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC:

The Company proposes to transfer an amount of Rs. 828.27 lakhs to Reserves during the financial year under review.

4. Finance:

Cash and cash equivalents as at 31st March, 2016 was Rs. 5185.92 lakhs. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring.

5. COMPANY’S WORKING DURING THE CURRENT YEAR 2015-2016 AND THE FUTURE PROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS:

Your Company has exported polished granite slabs and polished monuments valued at Rs. 6692 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs. 1401 lakhs made during the year, about 17% are imported from Brazil, Finland, Norway etc.

The year closed on a positive note with export orders on hand to the tune of Rs. 240 lakhs as compared to Rs.220 lakhs of last year. In spite of the problems faced by the Granite Industry and the all-round downward economic slide in the International Arena, your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs. 528 lakhs.

S. No.	Items	Previous year	Current year
1	Sales ( Indian )	1,31,72,230	1,35,51,589
2	Sales ( Exports)	61,64,20,612	66,92,47,661

6. CHANGE IN NATURE OF BUSINESS:

During the year the company has not changed its business. However, the Shareholders approved the resolution by postal Ballot for addition of object(s) relating to generation, production and storage of solar, hydel and all other forms of energy.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments that have bearing on the financial position of the Company.

8. 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 by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.

9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the company’s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensure that all its assets are safeguard and protected against losses. The Internal Auditors of the company conducts the audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems.

10. DETAILS OF SUBSIDIARY / JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiaries or Joint Venture or associate companies.

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

Not Applicable

12. DEPOSITS

The company has not accepted any fixed deposits from the public.

13. AUDITORS AND OBSERVATIONS : M/s Rambabu & Co, Chartered Accountants, Independent Auditors of the Company were appointed in the Annual General meeting held on 30th September, 2014 for a period of three years till conclusion of Twenty Sixth Annual General Meeting. The resolution relating to ratification of the appointment is placed before the members in the ensuing Annual General Meeting.

14. SECRETARIAL AUDIT REPORT Pursuant to provisions of section 204 of the Companies Act, 2013, the Company has appointed Puttaparthi Jagannatham and Co., Company secretaries, a firm of company secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report obtained is annexed within as Annexure- I

15. EXTRACT OF ANNUAL RETURN : The extract of the Annual Return is attached as Annexure II

16. SHARE CAPITAL

None of the following issues were taken up during the year and hence details thereof were not required to be furnished

A) Issue of shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or trustees for the benefit of employees.

17. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made on reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Details of electricity consumption is as under:

	2015-16	2014-15
1. Electricity
a) Purchased Units	2488779	2675162
Total Amount
(Rs. in lakhs)	190.33	207.63
Average Cost/Unit
(Rs./KWH)	7.66	7.76
b) Own Generation
Through Diesel
Generator
Total Units	107508	312960
Total Amount
(Rs. in lakhs)	17.88	53.76
Units per liter
of Diesel Oil	3.26	3.26
Average Cost/Unit
(Rs./KWH)	16.64	17.18

(B) Technology Absorption:

No outside technology is being used for manufacturing activities, therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire research and development activities are directed to achieve the aforesaid goal.

(C) Foreign exchange earnings and outgo

: Details of foreign exchange earnings and outgo are as follows :

a) Foreign Exchange

Earnings : Rs. 6692.48Lakhs

b) Foreign Exchange

Outgo : Rs. 618.99 Lakhs

18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted the CSR committee consisting of the following Directors with the roles and responsibilities duly defined in accordance with the CSR Policy Rules. The committee has met once on 30.01.2016 during the financial year ended 31st March, 2016.

Name of the Member Designation Shri T.R.C. Bose Chairman

Shri T.H.Sastry Member

Shri S. Srinivas Member

The Committee reviewed the CSR Policy and has identified the Education and Environment as the broad areas towards providing clean and hygienic water, and health related areas as the focus areas for CSR activities.

"The Company allocated an amount of Rs.34.01 lakhs to be spent during the year 2015-16 for Corporate Social Responsibility. However, the Company couldn’t spend the amount earmarked for Corporate Social Responsibility due to problem in identifying the better areas and beneficiaries as per its approved CSR Policy. However, the amount of Rs.20.65 lakhs was spent by the company towards the CSR activities in the field of Education and Environment during the year 2015-16."

The report on CSR activities is attached as Annexure III to this Report.

19. DIRECTORS AND KEY

MANAGERIAL PERSONNEL

A) Changes in Directors and Key managerial personnel:

In accordance with the provisions of Section 197, 198 and 203 of the Companies Act, 2013 and the rules made there under and the Articles of Association of the Company, Shri N.S.R. Chandra Sekhar Rao, who retires by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for reappointment as Director of the Company.

In the Board Meeting held on 30th October, 2015 Ms. Deepa Dutta has been appointed as the Company Secretary of the Company in terms of Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with effect from 01st October, 2016.

B) Declaration by the Independent Directors of the Company that they meet the criteria of independence as provided in Sec 149(6) of the Companies Act, 2013.

All the independent Directors have given declarations that they meet the criteria of independence as provided in subsection (6) of Section 149 of the

Companies Act, 2013 and Regulation 17(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of Independence.

C) Formal evaluation statement by the Board of its own performance, it’s committees and individual Directors: Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has formulated a policy for evaluation of its Board, Board Committee, Director’s and their performances and carried out an evaluation of them. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) Number of meetings of the Board of Directors:

The Directors met for 4 times during period under review. A calendar of meetings is prepared and circulated in advance to all the Directors. The number and details of the meetings of the Board are furnished in the Corporate Governance Report.

E) Meeting of Independent Directors:

A separate meeting of Independent Directors of the Company was held on 30.01.2016 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At the Meeting, the Independent Directors:

- Reviewed the performance of Non Independent Directors and the Board as a whole;

F) Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarization programme for Independent Directors is disclosed on the Company’s website.

20. AUDIT COMMITTEE:

The Board of Directors of the Company constituted Audit Committee consisting of the following Directors, with the roles and responsibilities duly defined in accordance with the applicable statutory and other requirements. During the year, in all four (4) meetings of the Committee took place.

Name of the Member Designation

Shri T.R.C. Bose Chairman

Shri T.H.Sastry Member

Shri N.S.R.C.Sekhara Rao Member

The Board has accepted all the recommendation of the Audit Committee.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company at present has the vigil mechanism to deal with the instances of fraud and mismanagement, if any. The company ensures that strict confidentiality is maintained while dealing with the concerns and also that no discrimination is meted out to any person for a genuinely raised concern. It is taken care of by the audit committee of the company.

The Company has also formulated Whistle Blower Policy through which it’s Directors, Employees and Stake Holders can report their genuine concern about unethical behavior, actual or suspended fraud, or violation of the company’s code of conduct or ethics Policy.

22. CODE OF CONDUCT:

The Board of Directors have approved 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 company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct." which forms an appendix to the code.

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 dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders .

All the Board members and senior Management Personnel have confirmed compliance with the code. All management staff were given training in this regard.

23. PREVENTION OF INSIDER TRADING:

Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 1992 for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’s shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The Board is responsible for implementation of the code.

During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992.

24. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee consisting of the following Directors, with the role and responsibilities duly defined and in accordance with the applicable statutory and other requirements.

Name of Members Designation

1. Shri T.V.Chowdary Chairman

2. Shri S. Srinivas Member

3. Shri N.S.R.C.Sekhara Rao Member

The Board has formulated a policy in consultation with the Nomination and Remuneration Committee for selection and appointment of Directors, Senior management and fixation of their remuneration keeping in view the requirements given in section 178 of the companies Act, 2013 and it also involves in the evaluation of'' the Board and its remuneration policies.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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 arms length transactions under third proviso thereto shall be disclosed in Form No.AOC-2 as Annexure-IV to this Report.

There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 3.07 of the Notes to the financial statements.

26. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014._

Remuneration to Directors :	2015-16 Rs.	% on total salaries.
(a) N. Hari Hara Prasad
Managing Director
- Salary	24,00,000	16%
- Perquisites	14,53,289
Jaishree Nallapati
(Chief Financial
Officer)
- Salary	6,00,000	2%

b) There is no information required pursuant to Section 197 read with 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as no employee of the Company is covered by these rules.

c) No Director is in receipt of any commission from the company and the Managing Director and Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board’s Report.

27. CORPORATE GOVERNANCE

As per Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance, forming part of this Report, together with the Auditors’ Certificate regarding the compliance of the conditions of Corporate Governance is annexed as Annexure - V to this Report.

28. RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company’s assets are adequately insured against the risk from fire and earthquake.

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

30 PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Bombay Stock exchange at Mumbai. The Company confirms that it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2016-2017.

31. DEPOSITORY SYSTEM

As the Members are aware, your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company’s shares on NSDL & CDSL. The ISIN allotted to the Company’s Equity shares is INE410G01010.

The company is pursuing the share holders, including the promoters, holding the shares in physical form for dematerialization of their shares.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments made under section 186 of the Companies Act, 2013.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required Regulation 34(3) and 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchange forms part of this report as Annexure VI.

34. INTERNAL COMPLAINTS COMMITTEE:

The company has constituted "Internal Complaints Committee" as required under section 4 (1) of Sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013. This committee consists of following members:

1. Smt. Jaishree Nallapati

2. Sri S. Srinivas

3. Sri N.S.R.C.Sekhara Rao

During the year under review, no complaints of harassment at the workplace were received by the committee.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services. For and on behalf of the Board

(N.HARI HARA PRASAD) (T.H.SASTRY)

Managing Director Director

Place : Hyderabad,

Date : 11th May, 2016.

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure to present the 23rd Annual Report and the Audited Accounts for the financial year ended 31st March, 2014

OPERATIONS

2013-2014

Your Company has exported polished granite slabs and polished monuments valued at Rs.5944 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs.2294 lakhs made during the year, about 45% are imported from Brazil, Finland, Norway etc.

The year closed on a positive note with export orders on hand to the tune of Rs.260 lakhs as compared to Rs.280 lakhs of last year. Inspite of the problems faced by the Granite Industry and the all-round downward economic slide in the International Arena, your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs.987 lakhs.

FINANCIAL RESULTS

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

Sales 6078.07 5090.71

Gross Operating Profit 1213.06 933.64 before depreciation and exchange variation

Profit after depreciation but 1109.63 832.33 before exchange variation

Profit after depreciation, 1515.94 1088.77 exchange variation and before Exceptional Items

Profit after Exceptional 1515.94 2133.97 items

Profit after Tax 989.04 1557.92

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of 15% (Rs. 1.50 per share of face value Rs.10/-) on the equity capital of the company for the financial year ended 31st March, 2014, aggregating an amount of Rs.154.51 lakhs.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

During the year, your directors have constituted the corporate social responsibility committee (CSR Committee) comprising Shri T. Ramesh Chandra Bose as the Chairman and Mr. T.H. Sastry and Shri S. Srinivas as other Members.

HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY

The Company has created a favorable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company has not accepted any fixed deposits from the public.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to appoint them from the conclusion of this Annual General Meeting till the conclusion of Twentysixth Annual General Meeting, subject to the approval of shareholders

DIRECTORS

1. In accordance with the Companies Act, 2013, Shri N.S.R Chandra Sekhar Rao retires by rotation and being eligible, offers himself for reappointment.

2. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company, Shri T. Ramesh Chandra Bose and Shri S. Srinivas were appointed as additional Directors designated as Independent Directors of the Company with effect from 1st November, 2013, and they shall hold the office upto the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Shri T. Ramesh Chandra Bose and Shri S. Srinivas for appointment as Independent Directors.

3. Pursuant to the provisions of Sections 149(9) 161(1) of the Companies Act, 2013 Smt Jaishree Nallapati was appointed as additional Director of the Company with effect from 1st June, 2014 and she shall holds the office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Smt. Jaishree Nallapati for appointment as Director.

4. In respect of Shri. Movva Venkata Subba Rao, Shri. Tadepalli Hanumath Sastry and Shri. Thati Venkataswamy Chowdary, the Company has received requisite notices in writing from members proposing them for appointment as Independent Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed;.

2. 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 at March 31, 2014 and of the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the annual accounts of the Company on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company''s assets are adequately insured against the risk from fire and earthquake.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors'' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS

In accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Bombay Stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2013-2014.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings : Rs. 5944.48 Lakhs

b) Foreign Exchange Outgo : Rs. 1632.45 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE410G01010.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under 49 of the listing agreement with stock exchange forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and onbehalf of the Board

(N.HARI HARA PRASAD) (T.H.SASTRY) Managing Director Director

Place : Hyderabad Date : 30th May, 2014.

---

Mar 31, 2013

Dear Shareholders,

The Directors present the 22nd Annual Report and the Audited Accounts for the financial year ended 31st March, 2013, on a very sad note by informing the members that Sri N.V.Rattaiah, CMD of our company expired on 09.02.2013 suddenly in harness due to a massive heart attack while attending to official duties in the office leaving a huge void in the organization. Born in an illustrious family of Narasaraopet, Guntur District on 31.07.1941, he qualified as a Civil Engineer from Manipal. After completion of academics, he served in BHEL, BHPV etc. for brief period before coming out on his own to establish M/s N.V.Rattaiah & Co., and earn an impeccable name as a reputed Builder showcasing landmarks like Divyashakti Complex and Apartments. The ongoing Divya Sree Shakti Township project is another blossoming project promoted by him. Never content with resting on his laurels, he envisaged and built up M/s Divyashakti Granites Limited (EOU) brick by brick starting way back in 1991. Today it has grown into a very reputed company exporting processed granite, which name is synonymous to quality. Another note worthy contribution to the company is that he has made the company debt free. The void created by his sudden and untimely departure is well nigh impossible to be filled.

OPERATIONS

2012-2013

Your Company has exported polished granite slabs and polished monuments valued at Rs.4933 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs.1403 lakhs made during the year, about 52% are imported from Brazil, Finland, Norway etc.

The year closed on a positive note with export orders on hand to the tune of Rs.280 lakhs as compared to Rs.300 lakhs of last year. Inspite of the problems faced by the Granite Industry and the all-round downward economic slide in the International Arena, your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs.478 lakhs.

FINANCIAL RESULTS

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

Sales 5090.71 4612.43

Gross Operating Profit before 933.64 84274 depreciation and exchange variation

Profit after depreciation but 832.33 699.21 before exchange variation

Profit after depreciation, 1088.77 1127.85 exchange variation and before Exceptional Items_

Profit after Exceptional items 2133.97 1127.85

Profit after Tax 1557.92 732.06



Your Directors are pleased to recommend for your consideration a Dividend of 15% on the equity capital of the company for the financial year ended 31st March, 2013, aggregating to an amount of Rs.154.51 lakhs.

HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY

The Company has created a favourable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company did not accept any deposits within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, 31,Pancom Chambers, Rajbhavan Road, Hyderabad, retire at the conclusion of this Annual General Meeting and being eligible, offer their services for reappointment.

DIRECTORS

1. Shri N.V.Rattaiah ceased to be a Director with effect from 09.02.2013 consequent on demise.

2. Shri N.S.R.C.Sekhar Rao and Shri N.Bhanu Prasad retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors declare that:

1. The Annual Accounts are prepared as per the applicable accounting standards.

2. The accounting policies are applied to give a true and fair view of the State of Affairs of the Company for the year ended 31st March 2013 and Statement of Profit and Loss for the period from April 2012 to March 2013.

3. Proper care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Internal Audit is being conducted by separate Internal Auditor.

4. The annual accounts have been prepared on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company''s assets are adequately insured against the risk from fire and earthquake

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors'' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Mumbai Stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the stock exchange, Mumbai for the year 2012-2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings : Rs. 4933.19 Lakhs

b) Foreign Exchange Outgo : Rs. 1288.27 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE410G01010.

MANAGEMENT DISCUSSION &

ANALYSIS REPORT

The Management Discussion and Analysis Report as required under 49 of the listing agreement with stock exchange forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.



For and onbehalf of the Board

(N. HARI HARA PRASAD)

Managing Director

Place : Hyderabad,

Date: 27th May, 2013.

---

Mar 31, 2012

Dear Shareholders,

The Board of Directors of your Company have pleasure in presenting their 21st Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

OPERATIONS

2011-2012

Your Company has exported polished granite slabs and polished monuments valued at Rs.4490 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs1970 lakhs made during the year, about 58% are imported from Saudi Arabia, Finland, Brazil etc.

The year closed on a positive note with export orders on hand to the tune of Rs.300 lakhs as compared to Rs.280 lakhs of last year. Inspite of the problems faced by the Granite Industry, and the allround downward economic slide in the International Arena. Your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs.1098 lakhs.

FINANCIAL RESULTS

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

Sales 4612.43 3514.88

Gross Operating Profit 842.74 979.50 before depreciation and exchange variation

Profit after depreciation but 699.21 810.57 before exchange variation

Profit after depreciation 1127.85 786.07 and exchange variation

Profit after Tax 732.06 661.13

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of 15% on the equity capital of the company for the financial year ended 31st March, 2012, aggregating an amount of Rs. 154.51 lakhs.

HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY

The Company has created a favourable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company did not accept any deposits within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, 31,Pancom Chambers, Rajbhavan Road, Hyderabad, retire at the conclusion of this Annual General Meeting and being eligible, offer their services for re appointment.

DIRECTORS

1. Shri T.H.Sastry and Shri T.V.Chowdary retire by rotation and being eligible, offer themselves for reappointment.

2. The Board of Director regret to inform the members that Sri K.Gopi Raju one of the seniormost Directors of our company, expired on 18.11.2011 after a brief illness. Before becoming a Director in our company, Sri Gopi Raju retired from BHEL after a distinguished service as General Manager. Sri Gopi Raju had been a great source of strength to us in Divyashakti Granites Ltd by always lending a wise counsel.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors declare that:

1) The Annual Accounts are prepared as per the applicable accounting standards.

2) The accounting policies are applied to give a true and fair view of the State of Affairs of the Company for the year ended 31st March 2012 and Profit and Loss account for the period from April 2011 to March 2012.

3) Proper care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Internal Audit is being conducted by separate Internal Auditor,

4) The annual accounts have been prepared on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company's assets are adequately insured against the risk from fire and earthquake.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Mumbai Stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the stock exchange, Mumbai for the year 2012-2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings : Rs. 4490.13 Lakhs

b) Foreign Exchange Outgo : Rs. 1674.95 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE410G01010

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and on behalf of the Board

Place : Hyderabad, N.V. RATTAIAH

Date : 30th May, 2012. CMD

---

Mar 31, 2011

Dear Shareholders,

The Board of Directors of your Company have pleasure in presenting their 20th Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

OPERATIONS

2010-2011

Your Company has exported polished granite slabs and polished monuments valued at Rs.3432 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs. 1722 lakhs made during the year, about 58% are imported from Saudi Arabia, Finland, Brazil etc.

The year closed on a positive note with export orders on hand to the tune of Rs.280 lakhs as compared to Rs.250 lakhs of last year. Inspite of the problems faced by the Granite Industry, and the allround downward economic slide in the International Arena, your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs. 538 lakhs.

FINANCIAL RESULTS

Year ended Yearended 31.03.2011 31.03.2010 (Rs.in lakhs) (Rs.in lakhs)

Sales 3514.88 2977.37

Gross Operating Profit before depreciation and exchange variation 979.50 1041.28

Profit after depreciation but before exchange variation 810.57 876.90

Profit after depreciation and exchange variation 786.07 546.45

Profit after Tax 661.13 485.99

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of 15% on the equity capital of the company for the financial yearended 31st March, 2011, aggregating an amount of Rs.153.48 lakhs.

HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY

The Company has created a favourable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company did not accept any deposits within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, 31, Pancom Chambers, Rajbhavan Road, Hyderabad, retire at the conclusion of this Annual General Meeting and being eligible, offer their services for reappointment.

DIRECTORS

Shri M. Ramakrishnayya IAS (Retd) retires by rotation and is not willing to offer himself for re- appointment due to advanced age and the attendant problems.

Shri M.V. Subba Rao and Shri K. Gopi Raju retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors declare that:

1) The Annual Accounts are prepared as per the applicable accounting standards.

2) The accounting policies are applied to give a true and fair view of the State of Affairs of the

Company for the year ended 31st March 2011 and Profit and Loss account for the period from April 2010 to March 2011.

3) Proper care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Internal Audit is being conducted by separate Internal Auditor.

4) The annual accounts have been prepared on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company's assets are adequately insured against the risk from fire and earthquake.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS:

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Mumbai stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the stock exchange, Mumbai for the year 2011-2012.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign

Exchange Earnings : Rs.3431.61 Lakhs

b) Foreign

Exchange Outgo : Rs. 1278.02 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE410G01010

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and on behalf of the Board

N.V. RATTAIAH Managing Director

Place : Hyderabad Date : 30.05.2011.

---

Mar 31, 2010

The Board of Directors of your Company have pleasure in presenting their 19th Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

OPERATIONS

2009-2010

Your Company has exported polished granite slabs and polished monuments valued at Rs.2975.25 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs. 932 lakhs made during the year, about 28% are imported from Saudi Arabia, Finland, Brazil etc.

The year closed on a positive note with export orders on hand to the tune of Rs.250 lakhs as compared to Rs.240 lakhs of last year. Inspite of the problems faced by the Granite Industry, and the allround downward economic slide in the International Arena, Your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs. 343 lakhs.

FINANCIAL RESULTS

Year ended Yearended

31.03.2010 31.03.2009

(Rs.in lakhs) (Rs.in lakhs)

Sales 2977.37 2634.03

Gross Operating Profit before

depreciation and exchange variation 1041.28 854.88

Profit after depreciation but

before exchange variation 876.90 677.32

Profit after depreciation and

exchange variation 546.45 1302.55

Profit after Tax 485.99 1164.75

The loss due to Exchange Variation in the year 2009-10 is Rs. 330.45 lakhs whereas there was a heavy gain to the extent of Rs. 625.23 lakhs on this account in the previous year thus making a heavy difference in net profit although the gross profit of both the years is comparable.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of 15% on the equity capital of the company for the financial year ended 31st March, 2010, aggregating an amount of Rs. 153.42 lakhs.

HUMAN RESOURCE MANAGEMENT,

BRANDING AND QUALITY

The Company has created a favourable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company did not accept any deposits within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, 31, Pancom Chambers, Rajbhavan Road, Hyderabad, retire at the conclusion of this Annual General Meeting and being eligible, offer their services for reappointment.

DIRECTORS

Shri T.H. Sastry, Shri N.S.R.C. Sekhara Rao and Shri N. Bhanu Prasad retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors declare that :

1) The Annual Accounts are prepared as per the applicable accounting standards.

2) The accounting policies are applied to give a true and fair view of the State of Affairs of the Company for the year ended 31 st March 2010 and Profit and Loss account for the period from April 2009 to March 2010.

3) Proper care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Internal Audit is being conducted by separate Internal Auditor.

4) The annual accounts have been prepared on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Companys assets are adequately insured against the risk from fire and earthquake.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS:

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Mumbai stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the stock exchange, Mumbai for the year 2010-2011.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign

Exchange Earnings : Rs.2975.25 Lakhs

b) Foreign

Exchange Outgo : Rs. 526.85 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are tradeable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE410G01010

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and on behalf of the Board

M. RAMAKRISHNAYYA, IAS (Retd)

CHAIRMAN

Place: Hyderabad

Date : 26.05.2010.