Your directors are pleased to present the 39th Annual Report on the business and operations of the Company,along with the audited financial statements for the financial year ended 31st March, 2025.
It is also a matter of pride to inform you that the equity shares of the Company were admitted for listing on theNational Stock Exchange’s EMERGE Portal on 29th October 2024.
A summary of the Company’s performance for the financial year ended 31st March, 2025 is as follows
Particulars
2024-25
2023-24
Revenue from operation
42496.74
33247.67
Profit before finance cost and depreciation cost
8896.39
5729.79
Finance Cost
589.43
353.10
Depreciation
447.25
331.85
Profit Before Tax (PBT)
7859.71
5044.84
Current Tax
2060.00
1290.00
Deferred Tax
(25.12)
(7.11)
Previous year Tax
(9.11)
(10.18)
Net Profit After Tax
5833.94
3772.13
EPS (Basic and Diluted) (Amount in H)
35.00
26.04
The Company achieved its highest-ever revenue ofJ42,496.74 Lakhs, reflecting a robust growth of27.82% compared to the previous year’s revenueof J33,247.67 Lakhs. This significant increaseunderscores the Company’s strong operationalperformance and continued business momentum.
The Company’s EBITDA surged to J8,896.39 lakhsin the current financial year, up from J5,729.79lakhs in the previous year, marking a significantincrease of 55.27%. Similarly, Profit After Tax(PAT) rose substantially to J5,833.94 lakhsfrom J3,772.13 lakhs, reflecting an impressivegrowth of 54.66%. These results underscore theCompany’s robust financial performance andoperational excellence during the year.
The Company's operating performance was in linewith its strategic business plan, future outlook,and effective implementation by its leadershipteam. Amidst a challenging macroeconomiclandscape marked by raw material price volatility,the Company achieved its highest-ever revenue,EBITDA, and PAT, along with improved capacityutilization of Approx 96% of total Capacity available.
Looking forward, we recognize the immensepotential of the renewable energy sector as a keydriver of India’s sustainable growth. The robustand increasing demand for clean energy solutionsunderscores the nation’s commitment to a greenerfuture. As the power industry transitions towardsrenewable sources, we are strategically positionedto support this shift by leveraging our expertise andexpanding our capabilities. This growing marketpresents significant opportunities for us to contributemeaningfully to the country’s energy transformationwhile strengthening our own growth trajectory.
2. Dividend
The board after considering the financialperformance, profitability and availabledistributable surplus for the financial year 2024¬25, have proposed a dividend of 15% i.e H 1.5per equity share on face value of H 10/- for thefinancial year ended 31st March 2025 aggregatingto H 2,95,37,415. The Dividend distribution policyof the company has been posted on the websiteof the company. (https://www.danish.co.in/wp-content/themes/bootstrap-basic/images/csr/Dividend%20Distribution%20Policy-F.pdf)
3. Changes in the status of the company:
During theyear, the Companychanged its name fromDanish Private Limited to Danish Power PrivateLimited, and subsequently converted into a publiclimited company under the name Danish PowerLimited, pursuant to Special Resolution No. 02passed at the Extra Ordinary General Meetingheld on 8th July 2024. The revised Certificate ofIncorporation was issued on 22nd July 2024.
The Company’s equity shares were listed on theNSE Emerge Platform on 29th October 2024,following a successful Initial Public Offering (IPO)of H197.90 crores, which was recognised asIndia’s largest SME IPO. The offering received anexceptional response, being oversubscribed morethan 123 times, led by strong participation fromRetail Investors, Non-Institutional Investors, andQualified Institutional Buyers (QIB’s).
4. Operational Efficiency and CapacityUtilization Overview:
During the year under review, the Companydemonstrated significant improvement inoperational efficiency, achieving a capacityutilization rate of 96% Approx, as compared tothe previous financial year figure of 81% Approx.This improvement reflects enhanced productionplanning, process optimization, and effectiveresource management, in alignment with theCompany's strategic operational goals.
The Company’s order book remains strongwith a value of H 450 Crore, reflecting sustaineddemand across core segments. We continue tofollow a selective and margin-conscious approachto order acquisition, prioritizing projects thatsupport long-term value creation. This disciplinedstrategy ensures efficient resource utilization andfinancial stability.
5. "Proposed Capital Expenditure andProjected Timelines
The Company has outlined a structured capitalexpenditure plan to support its long-term growthstrategy and strengthen operational capabilities.The capex is being executed in two phases, fundedthrough a combination of IPO proceeds andinternal accruals:
construction is substantially complete,and installation of plant and machinery iscurrently in progress. The facility is expectedto become operational by end of August 2025.
structure is undergoing necessarymodifications, while plant and machinery
are under dispatch from suppliers. This
phase is targeted to be operational by endof December 2025.
The timely execution of this expansion is integralto enhancing our production capacity and meetingfuture demand effectively.
6. Amount proposed to be transferred toReserves:
The company has not transferred any amount toits General Reserve during financial year 2024-25.
7. Change in the nature of business, if any:
There is no change in the nature of the businessduring the financial year 2024-25
8. Material changes and commitment, ifany affecting the financial position ofthe company having occurred since endof the year and till the date of the report.
The company has changed its registered officefrom the existing premises at plot DTA 02-07-08to plot 02-07-08,09 &10 Phase-II, PO MahindraWorld City, Sanganer Jaipur, 302037, Rajasthan.
Mr. Suresh Kalra, Chief Financial Officer (CFO)of the Company, tendered his resignation fromthe said position with effect from 25th April 2025,citing personal reasons. The Management places
on record its sincere appreciation for his valuablecontributions during his tenure and extends bestwishes for his future endeavours. The intimationregarding his resignation was duly submittedto the Stock Exchange within the prescribedtimeline. The Company has Appointed Mr. AnandChaturvedi as New Chief Financial officer in itsBoard Meeting Held on 08-08-2025.
CRISIL Limited, a leading credit rating agencyassociated with the Company since 2019, hasrevised the Company’s credit rating. As per therating rationale dated May 8, 2025, the ratinghas been upgraded from CRISIL BBB / CRISILA3 to CRISIL BBB / Positive / CRISIL A2,reflecting improved creditworthiness and apositive outlook on the Company’s financial andoperational performance.
The Board of Directors, in their meeting held onAugust 8, 2025, approved a strategic investmentin wholly-owned subsidiary Danish TransformerIndia Private Limited to establish a Sheet MetalFabrication facility. This initiative is expected tostrengthen the Company’s backward integration,improve operational efficiency, and enhance valuecreation in transformer manufacturing.
Authorised Share Capital:
Authorised share capital of the company increasedto H 25,00,00,000 (Comprising 2,50,00,000 equityshares of H10 each) from H 1,80,00,000 (Comprising18,00,000 equity shares of H10 each) in precedingfinancial year 2024-25
Issued and Paid-up share capital
The issued and paid-up share capital of theCompany was H1,60,92,900 (comprising 16,09,290
equity shares of H10 each) at the beginning of thefinancial year 2024-25.
Bonus Shares
The Company issued 1,28,74,320 bonus equityshares to its existing shareholders in the ratioof 8:1, as approved in the Board Meeting heldon 7th June 2024. Pursuant to the allotment ofthese bonus shares, the Company’s paid-up sharecapital increased from H14,48,36,100 (comprising1,44,83,610 equity shares of H10 each).
Fresh issue of Equity Shares
The Company issued 52,08,000 fresh equityshares at an issue price of H380 per share throughan Initial Public Offering (IPO) and got listed onthe NSE Emerge Platform. As a result of this IPO,the Company’s paid-up share capital increasedto H19,69,16,000, comprising 1,96,91,600 equityshares of H10 each.
Buy Back of Shares
The Company has not bought back any of itssecurities during the year under review.
Sweat equity
The Company has not issued any Sweat EquityShares during the year under review.
Employees stock option plan
The Company has not provided any Stock OptionScheme to the employees.
The bidding for anchor Investor opened and closed on21st October 2024. The company received 19 AnchorInvestor applications for 17,40,000 Equity Shares.The Anchor Investor allocation price was finalizedat H 380/- per Equity Shares. A Total of 14,64,000equity shares were allotted under the AnchorInvestor portion aggregating to H 5563.20 Lakhs.
Subscription Details (other than Anchor Investor)
Details of the Application Received
S.R
Category
No. ofApplication
No. of Equityshares applied
Equity SharesReserved
No. of timesSubscribed
1.
Employee
62
42,300
64,500
0.66
2.
Market Maker
1
2,60,700
1.00
3.
QIB’s (excluding Anchor Investor Portion)
83
10,23,15,000
9,76,500
104.78
4.
Non- Institutional Investor
33,540
20,28,46,200
7,32,900
276.77
5.
Retail Individual Investor
4,60,338
13,81,01,400
17,09,400
80.79
There is no amount of unclaimed dividend/unpaid dividend which is to be transferred to Investor Educationand protection Fund.
The company has appointed optimum number of Executive, Non-Executive Director with at least one WomenDirector in pursuance of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. As on 31stMarch 2025 the company has 7 directors comprising of 1 Wholetime Director, 1 Managing Director, 1 WomenExecutive Director, 3 Non-Executive Independent Directors, and 1 Non- Executive Director. The Chairman ofthe Board is Executive Director.
During the financial year 2024-25, the Company appointed Directors and Key Managerial Personnel (KMP) tostrengthen the Board and executive leadership. The details of such appointments are as follows:
Name of the Director
Designation
Date ofAppointment
Cessation
Puneet Sandhu Talwar
Executive Director
29.05.2024
Siddharth Chintamani Shah
Non- Executive Director
Surendra Singh Bhandari
Non -Executive Independent Director
07.06.2024
Pulkit Sharma
16.07.2024
Suresh Kalra
Chief Financial Officer
01.06.2024
25.04.2025
6.
Vimal Chauhan
Company Secretary & ComplianceOfficer
02.08.2024
7.
Devendra Bhushan Gupta
Additional Director (Non-executive
13.02.2025
Mrs. Puneet Sandhu Talwar, Executive Director(DIN: 06928474), of the company is liable toretire by the rotation at the 39th Annual GeneralMeeting of the company pursuant to section 152of the companies Act, 2013, read with Companies(Appointment and Qualification of Directors) Rule,2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force)and being eligible, for re-appointment.
The Independent Directors of the Company areappointed for a fixed term in compliance with theprovisions of the Companies Act, 2013 and arenot liable to retire by rotation. Each IndependentDirector has provided a formal declarationaffirming compliance with the independencecriteria as laid down under Section 149(6) of theCompanies Act, 2013 and Regulation 16(1)(b)of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
Additionally, in line with Regulation 25 of theListing Regulations, all Independent Directors
have confirmed that no circumstances existor are reasonably expected to arise that couldcompromise their ability to exercise independentjudgment or discharge their duties in an objective,unbiased, and effective manner.
Mr. Devendra Bhushan Gupta appointed asadditional director in the board Meeting held on13th February 2025 in Independent Category is tobe regularise in the 39th Annual General Meetingof the company.
During the year under review, the Company held20 Board Meetings for the financial year ended31st March 2025.
S.No.
Date of Board Meeting
09.04.2024
22.05.2024
11.06.2024
12.06.2024
04.07.2024
8.
07.07.2024
9.
08.07.2024
10.
11.07.2024
11.
12.
22.07.2024
13.
01.08.2024
14.
07.08.2024
15.
04.09.2024
15A.
20.09.2024
16.
15.10.2024
17.
21.10.2024
18.
25.10.2024
19.
19.11.2024
20.
In accordance with the provisions of Section178(3) of the Companies Act, 2013, the Policy ofthe Company relating to the appointment andremuneration of Directors, including the criteriafor determining their qualifications, positiveattributes, and independence, as well as othermatters related thereto. The Policy has been postedon the website of the Company. https://www.danish.co.in/corporate-governance-policies/
Pursuant to the provisions of the CompaniesAct, 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, theBoard of Directors is required to carry out anannual evaluation of its own performance, that ofits committees, and individual Directors.
For this purpose, the Company developeda structured framework incorporating keyevaluation parameters, including a detailedquestionnaire covering various aspects of theBoard’s functioning, composition, culture,governance practices, and the performance of
specific duties and responsibilities. Our companyhas prepared the policy to carried out annualevaluation of performances of Board, committeesand individual Directors. The policy is posted onthe website of the company. https://www.danish.co.in/corporate-governance-policies/
In compliance with the provisions of the CompaniesAct, 2013, the Company has duly constitutedall mandatory Committees, including the AuditCommittee, Nomination and RemunerationCommittee, Stakeholders Relationship
Committee, and Corporate Social Responsibility(CSR) Committee. These Committees havebeen appropriately composed with a balancedrepresentation of Executive and Non-ExecutiveDirectors, to uphold the standards of corporategovernance in letter and spirit.
The company has constituted Audit Committeepursuant to section 177 of the Companies Act,2013 comprising of 3 members which include Non¬Executive Independent Director and ExecutiveDirector. Role of Audit Committee as specifiedsection 177 of the Companies Act, 2013 read withRule 7 of Companies (Meetings of Board and itsPowers) Rules, 2014 and regulation 18 of the SEBI(LODR) Regulations, 2015. The primary objectiveof the Audit Committee is to monitor and provideeffective supervision of the Management’s financialreporting process with the view to ensure accurate,timely and proper disclosures and transparency,integrity and quality of financial reporting.
During the financial year ended 31st March 2025,the Audit Committee comprised of 3 directorsout of whom 2 directors are Non- Executive &Independent Directors namely Mr. SurendraSingh Bhandari, Mr. Devendra Bhushan Guptaand 1 (one) Executive Director namely Mr, ShivamTalwar. The chairman of the committee is anIndependent Director.
During the financial year ended 31st March 2025 Three Audit Committee Meetings were held on 04.09.2024,19.11.2024 and 13.02.2025.
S.
No.
Name of the Member
No. of Meetingheld/attended
Mr. Surendra Singh Bhandari
Chairman
Non-executive Independent Director
3/3
Mr. Devendra Bhushan Gupta
Member
Additional Director (Non ExecutiveIndependent Director)
3/1
3,
Mr, Siddharth Chintamani Shah*
Non-executive
3/2
4,
Mr, Pulkit Sharma*
5,
Mr, Shivam Talwar
* Mr, Pulkit Sharma and Mr, Siddharth Chintamani Shah have resigned from the Audit Committee. In their place, Mr, Devendra BhushanGupta, Independent Director, and Mr, Shivam Talwar, Executive Director, have been appointed in the committee meeting held on
13th February 2025,
The Corporate Social Responsibility Committee (CSR Committee) constituted to formulate and recommend tothe Board a Corporate Social Responsibility Policy, recommend the amount of expenditure to be incurred onCSR activities, and monitor the implementation of the CSR Policy in accordance with the provisions of Section135 of the Companies Act, 2013 and the Companies (CSR Policy) Rules, 2014,
Member and Chairperson:
The CSR Committee comprise 3 members namely Mr, Shivam Talwar, Chairman of the committee, Mr,Surendra Singh Bhandari and Mrs, Puneet Sandhu Talwar, During the financial year ended 31st March 2025,one meeting of CSR Committee was held on 4th September 2024,
Nature of Directorship
1, Mr, Shivam Talwar
1/1
2, Mr, Surendra Singh Bhandari
3, Mrs, Puneet Sandhu Talwar
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiativesundertaken by the Company on CSR activities during the year are set out in Annexure-1, of this report in theformat prescribed in the Companies (Corporate Social Responsibility policy), Rules 2014,
The company has constituted Stakeholder’s Grievances and Relationship Committee pursuant to section178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015 to ensure the effective redressal of the grievances of the security holders ofthe Company, The Committee comprising of 3 members which include Non-Executive Independent Directorsand Executive Director,
1,
Mr, Surendra Singh Bhandari
2,
Mr, Devendra Bhushan Gupta
Mrs, Puneet Sandhu Talwar
Complaint
Details of the investors grievances as on 31stMarch 2025 is as under:
a) Number of shareholders’ complaintsreceived during the financial year ended 31stMarch, 2025: 11
b) Number of complaints not solved to thesatisfaction of shareholders: NIL
c) Number of pending complaints pending as on31st March, 2025: Nil
Name & Designation of Compliance officer
Mr, Vimal Chauhan, Company Secretary is thecompliance Officer of the company and can becontacted at plot 02-07,08, 09 & 10 Phase-II, POMahindra World City, Sanganer Jaipur, 302037,Rajasthan, Email: cs@danish,co,in for anystakeholder’s query/complaint,
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Company has duly constituted the Nomination andRemuneration Committee (NRC Committee) to identify and recommend suitable candidates for appointmentas Directors and in senior management, formulate criteria for their qualifications and independence, andrecommend a remuneration policy for Directors, Key Managerial Personnel, and other employees. TheCommittee also reviews Board performance and ensures alignment of the remuneration policy with theCompany’s objectives and statutory requirements.
The Committee comprising of 3 members which include Non-Executive Independent and Non-ExecutiveDirectors. the company held one (1) meeting of NRC Committee.
A.
Mr. Pulkit Sharma
B.
C.
Mr. Siddharth Chintamani Shah
1/0
The Statutory Auditors, M/s H.C. Bothra &Associate, Chartered Accountants, Jaipur (FirmRegistration No. 008950C) was appointed asStatutory Auditors of the company to hold officefrom the conclusion of 38th Annual general Meetingtill the conclusion of 43rd Annual general Meetingof the Company. The Company has received theconsent from the Auditors and confirmation to theeffect that they are not disqualified to be appointedas the Auditors of the Company in the terms ofthe provisions of the Companies Act, 2013 and theRules made thereunder.
The statutory Auditor’s report on the financialstatement of the company for the financial yearended 31st March 2025 issued by M/s H.C.Bothra & Associate, Chartered Accountants,Jaipur (Firm Registration No. 008950C) does notcontain any qualification, reservation, adverseremark or disclaimer.
In compliance of section 148 of the CompaniesAct, 2013 read with Companies (Audit andAuditors) Rules, 2014 and on the recommendationof the Audit Committee, the Board of Directorshas appointed M/s Maharwal & Associates, CostAccountant, (FRN: 101556) as Cost Auditor toconduct audit of the cost records maintained forfinancial year 2024.25. The Cost Audit report forthe financial year ended 31 March, 2025 is to befiled within 180 days from 31 March, 2025.
Pursuant to Section 204 of the Companies Act,2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules,2014, the Board had appointed Ms. Harleen Kaur,Practicing Company Secretary, to conduct theSecretarial Audit for the financial year 2024-25.The Secretarial Audit Report for FY 2024-25 isannexed hereto as Annexure-2.
Further, based on the recommendation of theBoard of Directors, it is proposed to re-appointMs. Harleen Kaur, Practicing Company Secretary(Unique Identification No.: P2000GJ013500), asthe Secretarial Auditor of the Company from theconclusion of the 39th Annual General Meeting (AGM)until the conclusion of the 44th AGM, in accordancewith Regulation 24A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015and Section 204 of the Companies Act, 2013, subjectto shareholders’ approval at the 39th AGM.
The proposed Secretarial Auditor has furnishedher written consent and confirmed her eligibilityand non-disqualification under the applicableprovisions of the Companies Act, 2013 and SEBIListing Regulations.
Board has appointed M/s R. Sogani & Associates,Chartered Accountants as Internal Auditor of thecompany for the financial year 2024-25 to fulfil casualvacancy arise due to resignation of existing InternalAuditor M/s. Renu Agrawal & Associates, CharteredAccountants Jaipur, (Firm Registration No. 029842C).
The Board is proposed to be appointed M/s R. Sogani & Associates, Chartered Accountants as InternalAuditor of the company for the financial year 2025-26 on the basis of recommendation of Audit Committee.The Scope of Internal Audit is approved by Audit Committee.
1. Details relating to the percentage increase in remuneration of each Director, Chief Financial Officer, andCompany Secretary, the ratio of each Director’s remuneration to the median employee remuneration, forFY 2024-25 are provided below.
Name of Director/KMP
%increase/decrease inremunerationin the financialyear 2024-25
Ratio of
remuneration of eachdirector to medianremuneration/ofemployees
Mr. Dinesh Talwar
Chairman & Wholetime Director
91.26%
203.89:1
Mr. Shivam Talwar
Managing Director
-15.66%
164.42:1
Mrs. Puneet Sandhu Talwar
467.90%
32.89:1
Mr. Vimal Chauhan w.e.f 2ndAugust 2024
Company
Secretary
NA
Mr. Suresh Kalra, w.e.f. 1st June,2024
CFO
Note: Independent Directors, being entitled only to sitting fees, are not covered in the above disclosure
2. The percentage increase in the median remuneration of employees in the financial 2024-25 was 8.03%
3. there were 454 employees on the rolls of company and 44 persons working as contract workerin the company.
4. Average percentage Increase made in the salaries of employees other than the managerial personnelin the last financial year i.e. 2024-25 was 16.80%% whereas the increase in the managerialremuneration for the same financial year was 9.80%.
5. The remuneration has been paid in accordance with the Company’s Remuneration Policy forDirectors, Key Managerial Personnel, and other Employees.
6. There are no employees in the company (in terms of Remuneration) who has drawn the salaryas specified in Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.
7. Remuneration of Other Employees (Top 10 Employees):
Name ofEmployee
Designation /Department
Nature ofemployment— whether
contractual or
otherwise
Qualification
Expe¬
rience
Date ofcommence¬ment ofemployment
Age
Whetheremployee isrelative of anydirector of theCompany
MITESH
KUMAR
Head - Design
PERMANENT
B.TECH
30
07/08/2020
47
No
2
BHANWAR
SINGH
SHEKHAWAT
General Manager- Production
DIPLOMA
31
06/09/1994
53
3
SURESH
KALRA
CFO-Finance &Accounts
CA, CS
41
03/06/2024
65
4
AKHILESH
DIXIT
Deputy GeneralManager-Sales &Marketing
MBA (MKT)
21
01/01/2011
44
5
GIRDHARILAL VERMA
Deputy General
Manager-QC
&Testing
B.SC ITI
17/06/1994
55
6
SURYA LALMISHRA
Head-Quailty
BSC B.TECH MBA
51
01/12/2014
73
7
SHIVRAJ
NARUKA
Manager-
Production
GRADUATE
35
01/12/1992
58
8
SURENDRA
YADAV
Purchase
MA B.COM
33
18/10/1993
54
9
RAJATKUMAR JAIN
Assistant GeneralManager-Finance& Accounts
CA FINAL
10
01/05/2021
32
NAWAL
CHAND
HATHIWAL
Sr. Engineer- CRP& SAS
(ELECTRICALS)
28
01/05/2000
50
NO
None of the Directors, including the ManagingDirector and Whole-Time Director of the companyhave received any remuneration or commissionfrom subsidiary companies during the financialyear ended 31st March 2025.
Section 134(5) of the Companies Act, 2013 requiresthe Board of Directors to provide a statement tothe members of the Company in connection withmaintenance of books, records, preparation ofAnnual Accounts in conformity with the acceptedaccounting standards and practices followed bythe Company. Pursuant to the foregoing, and onthe basis of representations received from theOperating Management, and after due enquiry, itis confirmed that:
a) In the preparation of the annual accounts,the applicable accounting standards hadbeen followed along with proper explanationrelating to material departures;
b) The Directors had selected such accountingpolicies and applied them consistently andmade judgements and estimates that arereasonable and prudent so as to give a true
and fair view of the state of affairs of theCompany at the end of the financial yearand of the profit and loss of the Companyfor that period;
c) The Directors had taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of this Act for safeguarding theassets of the Company and for preventing anddetecting fraud and other irregularities;
d) The Directors had prepared the annualaccounts on a going concern basis; and
e) The Directors had laid down internal financialcontrols to be followed by the Company andthat such internal financial controls areadequate and were operating effectively.
f) The directors had devised proper system toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.
The Company has an effective internal controland risk management system, aligned with its sizeand operational complexity, which is periodicallyreviewed and strengthened through revisedstandard operating procedures.
The management assessed the effectiveness ofinternal financial controls as of 31st March 2025and confirmed that no material weaknesses indesign or operation were observed. While inherentlimitations exist in any internal control framework,regular audits and reviews are conducted toensure continued effectiveness.
The internal audit function, entrusted to M/sR. Sogani & Associates, Chartered Accountants,focuses on testing controls, risk appraisal, andbenchmarking with industry best practices.The Audit Committee reviews the adequacy andperformance of internal controls, with significantfindings and corrective actions periodicallyreported. To ensure objectivity, the internal auditfunction reports directly to the Chairman of theAudit Committee.
Human Resource Development (HRD) plays apivotal role in enhancing workforce capabilitiesin the power sector, especially amid rapidadvancements in renewable energy, automation,and digitalization. Companies are focusing onupskilling through targeted training in technicalareas, leadership, and cross-functional roles.
Special emphasis is placed on health and safetytraining to ensure a secure, compliant, andresponsible work environment, particularly inhigh-risk operational areas. During the financialyear, the Company organized a series of awarenessand training sessions across various departments,focusing on the holistic development and well¬being of employees. Key initiatives included:
• Awareness Programme on EnergyConservation: Training on energy-savingtechniques and best practices to promotesustainable operations.
• Waste Management Workshops: Sessionsconducted to educate employees onefficient waste disposal and environmentalresponsibility.
• Health Camps: Medical check-ups organizedat all manufacturing units for routine healthscreening of staff and workers.
• Team Building Activities: Engagementinitiatives aimed at fostering collaboration,team spirit, and a positive work culture.
• ESG & DEI Awareness Sessions: Trainingon Diversity, Equity, and Inclusion; businessresponsibility in sustainability reportingas mandated by SEBI; and familiarizationwith the National Guidelines on ResponsibleBusiness Conduct (NGRBC).
EMPLOYEES
During the year under review, industrial relationsremained harmonious and satisfactory. The Boardof Directors expresses its sincere appreciation toall employees for their dedication, commitment,and invaluable contributions to the continuedprogress and success of the Company.
As on 31st March, 2025, the Company employed atotal of 498 personnel, comprising 454 permanentemployees and 44 contractual staff. During thefinancial year, 193 new employees were appointed,while 100 employees resigned
During the preceding financial year, company has conducted following General Meeting.
NO.
1. Annual General Meeting
27th September 2024
23rd September 2023
2. Extra Ordinary General Meeting
29th May 2024
14th February 2024
7th June 2024
12th June 2024
8th July 2024
16th July 2024
22nd July 2024
27. Compliance with Secretarial Standards
As per the disclosure requirement of para (9) ofSecretarial Standard-1 (SS-1) the Company is incompliance of applicable Secretarial Standards.
28. Disclosure Under the SexualHarassment of Women at Workplace(Prevention, Prohibition and Redressal)Act, 2013
The Company has duly complied with theprovisions of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal)Act, 2013, including the constitution of theInternal Complaints Committee. The Companymaintains a zero-tolerance policy towards sexualharassment and ensures strict adherence to thelaw in both letter and spirit.
The details of Sexual Harassment Complaintsreceived and their treatment during the yearare as follows:
1. Number of Complaints of sexual harassmentreceived in the year: Nil
2. Number of complaints disposedduring the year: N.A
3. No. of cases pending for more thanninety days: N.A
4. No. of workshops or awareness programmeagainst sexual harassment carried out: None
5. Nature of action taken by the employer orDistrict officer: N.A
29. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO
The information on conservation of energytechnology absorption and foreign exchangeearnings and outgo is annexed as Annexure-3which forms an integral part of this Board’s Report.
30. VIGIL MECHANISM/WHISTLE BLOWERPOLICY
The Board has constituted the vigil Mechanism/Whistle blower policy pursuant to Section 177 ofthe Companies Act, 2013 with a view to providea mechanism for employees of the Company to
approach the Audit Committee of the Company andprotected disclosure to the management instancesof unethical behaviour, actual or suspected fraudor violation of the Code of Conduct. The policyprotects the Whistle Blower wishing to raise aconcern about serious irregularities within theCompany. The policy is uploaded on the websiteof the company’s website and can be accessedat the web address: https://www.danish.co.in/wp-content/uploads/2025/05/Whistle-Blower-Policy-Danish-Power-Limited.pdf
31. CORPORATE SOCIAL RESPONSIBILITY
Company’s CSR initiatives and activities are alignedto the requirement to the requirement of section 135of the companies act, 2013. The brief Outline of theCSR Policy of the company, CSR Committee andthe initiatives undertaken by the company on CSRactivities during the year are set out in Annexure-1of the report as prescribed in the companies(Corporate Social Responsibility Policy) Rules, 2014.
32. MATERIAL ORDERS OF JUDICIALBODIES /REGULATORS
During the year, no significant and materialorder passed by any Regulator, court, Tribunal,Statutory and quasi-judicial body, impactingthe going concern status of the company and itsfuture operations.
33. ANNUAL RETURN
The Annual Return filed pursuant to Section 92of the Companies Act, 2013 in Form MGT-7 forthe financial year 2023-24 is available on thewebsite of the Company and can be accessed atwww.danish.co.in.
34. SUBSIDIARIES, JOINT VENTURESAND ASSOCIATES COMPANIES
The Company operates two wholly-ownedsubsidiaries, Evernest Shelter Private Limited andDanish Transformer India Private Limited.
The Company acquired the entire 20,90,100equity shares with a nominal value of H 10 eachof Evernest Shelter Private Limited, along with all18,81,000 Cumulative Convertible Debentures(CCDs) of face value H10 each, thereby resulting inits status as a wholly-owned subsidiary of DanishPower Limited.
There is no other company which have ceased to besubsidiaries associate or joint Ventures companyduring the year.
A Statement containing the silent features ofthe financial statement of subsidiary Companiespursuant to section 129 (3) of the companies Act,2013 is Annexed with the report as an Annexure-4.The company has no Associate company or jointVenture company.
The Company has not accepted any deposit duringthe financial year 2024-25.
During the financial year, the Company hasnot made any loan, given any guarantee, or
provided any security or investment as coveredunder the provisions of Section 186 of theCompanies Act, 2013.
The company has entered into contracts, theCompany entered into any contract/ arrangement/transaction with related parties under section188. Therefore, the disclosure of related partytransactions as required under Section 134(3)(h)of the Act in Form No. AOC-2 is applicable to theCompany for F.Y.2023-24 and hence the same isattached herewith as an Annexure-5
During the Public Issue, the Company had outlined the projected expenditure in the Red Herring Prospectus(RHP) to be incurred during the financial year 2024-25. The details of the expenditure incurred during FY2024-25 are as follows:(Amount in Lakhs)
Amount to be utilised
Amount
Item Head
during the financial
Utilised during
Unutilised
year as per prospectus
the year
during the year
Funding Capital Expenditure
3699.47
1154.00
2545.70
Working Capital Requirement
5500.00
3890.00
1610.00
General Corporate Purpose
1000.00
993.00
7.00
Repayment of certain Borrowings availed
2000.00
0.00
The Company remains committed to deploying such unutilized amounts in subsequent financial yearstowards the stated Objects as per the offer document. This approach ensures optimal and timely utilizationof funds in alignment with the Company's strategic objectives and growth plans.
A. Details of non-compliance by the Company,penalties and strictures imposed on theCompany by the Stock Exchanges or SEBIor any Statutory Authorities or any othermatter related to capital markets duringthe financial year.
During the financial year, a penalty of H10,000 wasimposed on the Company by the stock exchangedue to a delay in furnishing prior intimationregarding a Board meeting conducted post-IPO.The Company has submitted its explanation to theexchange in this regard.
B. Disclosure on materially significantrelated party transactions:
There was no materially significant related partytransaction during the year having potentialconflict with the interest of the Company.Further, the policy on Related Party Transactionsduly approved by the Board of Directors ofthe Company has been posted on the websiteof the Company.
The Company has complied with all applicablemandatory requirements as prescribed under therelevant provisions of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.
D. Confirmation Regarding Independence ofDirectors
Based on the declarations submitted by theIndependent Directors at the beginning of theFinancial Year 2024-25, the Board hereby certifiesthat all Independent Directors appointed by theCompany meet the conditions specified underthe SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, and areindependent of the management.
The Board gratefully acknowledges the unwaveringcommitment and support of employees andkey stakeholders, including banking partners,shareholders, and government authorities,which have been instrumental to the Company’ssustained growth.
For and on behalf of Board of DirectorsDanish Power Limited
Place - Jaipur Chairman & Wholetime Director
Date-08-08-2025 DIN: 00183525