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D & H India Ltd			Industry : Electrodes - Welding Equipment


BSE Code:	517514	NSE Symbol:	Not Listed	P/E(TTM):	23.23

ISIN Demat:	INE589D01018	Div & Yield %:	0	EPS(TTM):	6.97

Book Value(Rs):	56.7624573	Market Cap ( Cr.):	132.56	Face Value(Rs):	10

Change Company

The Members of D & H India Limited

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

1. Highlights of Performance

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

Consolidated net sales for the year was Rs.20,912.64 Lakhs as compared to Rs.15,782.16 Lakhs in the previous year, an increase of 32.51%; Consolidated profit/loss before tax for the year was Rs.755.71 Lakhs as compared to Rs.461.28 Lakhs profit in the previous year; Consolidated profit/loss after tax for the year was Rs.515.29 Lakhs as compared to Rs.270.49 Lakhs profit in the previous year.

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

Review of Operations /State of Affairs on Standalone Basis:

During the financial year 2024-25, the Company has posted total revenue from operations of Rs.20,912.64 Lakhs as against Rs.15,782.15 Lakhs as compared in the previous financial year 2023-24 representing an increase in total revenue of 32.51%, the Earnings before Interest, Depreciation and Tax (EBIDTA) has increased to Rs.1505.16 Lakhs as compared to EBIDTA of Rs. 969.16 Lakhs in the corresponding previous financial year. The Net Profit before tax of the Company for the financial year 2024-25 has been increased to Rs.756.53 Lakhs as compared to Rs.462.69 Lakhs during the previous financial year. The export turnover of the company was recorded Rs.928.19 Lakhs as compared to previous year 91.79. Therefore, the company has expended its export market and there is increase of 911.21% in the export turnover.

Changes in the Memorandum and Articles of Association:

Members of the company at their meeting held on 28^th September, 2024 have altered the following clauses of the Memorandum and Articles of Association:-

- A new object clause III(A)(3A) was inserted after the existing Object Clause III(A)(3) related to infrastructure Development including mining activities and new ancillary object clause III(B) (28A) after the existing Object Clause (III)(B)(28) related to authority to merge, de-merge u/s 230-232 of the Companies Act, 2013 the Registrar of Companies.

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

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

3. Dividend

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

4. Share Capital

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

Increase in Authorised Share Capital

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

5. Transfer to Reserves

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

6. Finance

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

7. Public Deposits

Your Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no unclaimed deposits as on 31^stMarch, 2025.

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

Chapter V of the Companies Act, 2013 and the Rules made there under.

8. Subsidiaries and Associate

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

S. No. Name of the Status as on 1^st Company April, 2024	Any change in status	Status as on 31^st March, 2025
1 V & H Fabricators Wholly Owned	No Change	Wholly Owned
Pvt. Ltd. Subsidiary		Subsidiary
2 D & H Middle East Wholly Owned	The Wholly Owned subsidiary	-
FZE Subsidiary	had b een wound up on 18 ^th
	Sept., 2024.

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

Statement containing salient features of financial information of the Subsidiary Company

Statement containing salient features of financial information of the Subsidiary Companies is disclosed in the prescribed Form AOC-1, pursuant to section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure-A". The Statement also p rovides d etails o f p erformance and financial position o f above-mentioned Companies. On request by the shareholder, the Company shall provide a copy of financial statements in respect of its Subsidiary Company. However, the same is also uploaded on the website of the company www.dnhindia.com. The consolidated and standalone financial statements are in compliance with the Indian Accounting Standards (IND AS) as applicable to the Company.

9. Director & Key Managerial Personnel's:

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

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

Managing and Whole-time Directors:

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

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

2) Mr. Saurabh Vora (DIN 02750484), was re-appointed as the Whole-time Director of the Company by passing Special Resolution at the 38^th AGM held on 30/09/2023 for a period of 3 (Three) years w.e.f. 01.10.2023. However, after closure of the financial year, the Board on the recommendation of the Nomination and Remuneration Committee has appointed Mrs. Atithi Vora from director to Whole-time Director of the company w.e.f. 1^st April, 2025 subject to confirmation of members in the ensuing Annual General Meeting.

Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that all the independent directors meet the criteria of independence as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered with Independent Directors' Databank. The following changes were made in the Independent Directors of the company during the year 2024-25 and till date of this report:

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

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

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

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

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

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

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

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

Other Key Managerial Personnel

During the year under review, no changes took place in the other KMP's.

The following are the Key Managerial Personnel (KMP's) of the Company as on the date of the report: i) Mr. Harsh Vora (DIN 00149287), Chairman and Managing Director; ii) Mr. Saurabh Vora (DIN 02754484), Whole-time Director; iii) Mrs. Atithi Vora (DIN 06899964), Whole-time Director iv) Mr. Rajesh Songirkar, Chief Financial Officer; v) Mr. Rajesh Sen, Company Secretary and Compliance Officer.

10. Remuneration and Nomination Policy

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

11. Board Meeting and Committees of the Board:

11.1 Number of meetings of the Board:

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

11.2 Committees of the Board

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following 3 (Three) committees: (a) Audit Committee (b) Nomination and Remuneration Committee (NRC) (c) Stakeholders' Relationship Committee (SRC) The Compositions of the Committee as well as number of meetings held, and other details are given in the Corporate Governance Report annexed with the Board report.

12. Particulars of Loans, Guarantees or Investments by Company

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

13. Whistle Blower Policy/ Vigil Mechanism

The Company has established a Vigil Mechanism that enables the directors and employees to report genuine concerns. The Vigil Mechanism provides for - A. Adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. Direct access to the Chairperson of the Audit Committee of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism/Whistle Blower Policy of the Company are made available on the company's website https://dnhindia.com/policies/whistleblower/and have also been provided as “Annexure-B” of part of this Board report. During the year under review no case was reported to the Whistle Blower or by the designated officer under the Vigil Mechanism.

14. Transfer of Amounts to Investor Education and Protection Fund

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

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed. There is no outstanding unpaid divided amount which remains unpaid dividend or resulting shares with the Company which needs to be transferred to IEPF.

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

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

16. Particulars of Remuneration of Employees

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

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

17. Risk Management & Internal Financial Control and Its Adequacy

The Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact the attainment of short and long-term business goals of your company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success. The Internal Financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transaction with proper authorization and ensuring compliances with corporate policies.

18. Annual evaluation by the Board

The Board of directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the SEBI (LODR) Regulation 2015. The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness o f Board p rocesses, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the SEBI. The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

19. Director's Responsibility Statement

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

a) That in the preparation of the annual financial statements for the year ended 31^stMarch 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. b) That the Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2025 and of the profit of the Company for that period; c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) That the annual financial statements have been prepared on a going concern basis; e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Auditors and Auditor's Report & Comments on the Observations by the Auditors Statutory Auditors Appointment and their Report

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

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

Cost Records and Auditors Appointment and their Report

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013. In pursuance of section 148 of the Companies Act, 2013, your Board had appointed M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) to conduct the Audit for the financial year 2024-25. The Company is in process to file the Cost Audit Report for the year 2024-25 to the Central Government. On the recommendation of the Audit Committee, the Board has appointed M/s P.D. Modh & Associates, Cost Accountant Ahmedabad (Registration No. 101004) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2025-26. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, your Board recommends the remuneration payable to M/s P.D. Modh & Associates, Cost Accountant Ahmedabad (Registration No. 101004) for the financial year 2025-26 for the ratification by the Members in the ensuing Annual General Meeting.

Secretarial Auditors Appointment and their Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s D.K.Jain & Co., Practicing Company Secretaries (FRN: S2003MP064600; C.P. No.2382; Peer Review No. 6672/2025) Indore for conducting Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March 2025 in Form MR-3 is attached as “Annexure E” and forms part of this Report. The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments Further, the Board of directors of the Company on the recommendation of the Audit Committee, at its meeting held on 14^th May, 2025 has recommended the members to approve the appointment of M/s D.K.Jain & Co., Practicing Company Secretaries (FRN: S2003MP064600; C.P. No. 2382; Peer Review No. 6672/2025) to conduct the Secretarial Audit for the consecutive term of 5 (five) years from the conclusion of the 40^th AGM till the conclusion of the 45^th AGM to be held in the calendar year 2030. The Secretarial Auditor confirmed that their appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI (LODR) Regulations.

21. Management Discussion and Analysis Report

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

22. Corporate Governance

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

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

2) Auditor's Certificate for the Corporate Governance.

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

23. CSR Initiatives

In view of the paid-up capital, profits and turnover of your company, The Company was not required to undertake any CSR activities or incur any CSR expenditure during the year 2024-25. Hence, the Annual Report on CSR for the year ended on 31^st March, 2025 is not applicable. Your Board would like to inform the members that, the Profit of the company for the year ended 31st March, 2025 is more than the limit prescribed under section 135 of the Companies Act, 2013 and the company will be required to undertake CSR in the year 2025-26. The company is not required to constitute CSR Committee. However, the company has prepared and implemented the CSR Policy and the same is also hosted on the website of the company at https://www.dnhindia.com/policies.html.

24. Annual Return

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

25. Related Party Transactions

All related party transactions that were entered during the financial year under review were on arm's length basis and in the ordinary course of the business. Thus, disclosures in Form AOC-2 in terms of section 134 of the Companies Act, 2013 are not required. There were no material significant Related Party Transactions made by the Company during the year that require shareholders' approval under Regulation 23 of the Listing Regulations or under section 188 of the Companies Act, 2013. All Related Party Transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or the need for them cannot be foreseen in advance. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. Disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 is hosted on the website of the Company at https://dnhindia.com/policies/policy-on-related-party-transactions/.

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

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

27. Economic Scenario and Outlook

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

28. Occupational Health & Safety (OH&S)

With regard to contractor safety, the two key focus areas identified were: Facility Management for the contractors' employees

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

29. Human Resources

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical / functional capabilities in order to meet future talent requirement. The Company's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the industry. During the year under review, the following Human Resources initiatives received greater focus: Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate. Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role. Industrial Relations: The Company's Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

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

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

31. Enhancing Shareholders Value

Your Company believes that its members are the most important stakeholders. Accordingly, your Company's o p erations are committed to the p ursuit of achieving h igh levels o f o p erating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

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

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

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

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

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

34. Details of Fraud

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

35. Change in business.

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

36. Provision of Voting by Electronic Means.

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

37. Code for Prevention of Insider Trading

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

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

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

39. Internal Control and their adequacy

The Board of directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. The Statutory Auditors, in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance to the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee. the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors. The Board has implemented systems to ensure compliance of all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliances of applicable laws and regulations.

40. General.

Your directors state that during the year under review: a) The Company has not issued shares (including sweat equity shares) to employees of the Company. b) Neither the Managing Director nor the Whole-time Director receive any remuneration or commission from its subsidiary. c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013. d) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report. e) Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares, de-mergers and split and has not failed to implement or complete the Corporate Action within prescribed timelines. f) There were no revisions in the Financial Statement and Board's Report. g) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review. h) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement during the period under review. i) There are no voting rights exercised by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

41. Acknowledgments

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

For and on behalf of the board

Harsh Vora Atithi Vora

Place: Indore Date:19^th July 2025