Your directors are pleased to present the 16th Annual Report on the business and operationsof DMR Hydroengineering & Infrastructure Limited (hereinafter referred to as the“Company”) along with the audited financial statements for the financial year ended March31, 2025.
The financial performance of the Company is summarized below:
Particulars
For the financialyear ended31.03.2025
For the financialyear ended31.03.2024
I
Revenue from Operations
1046.85
702.14
II
Other Income
32.96
34.21
III
Total Revenue (I II)
1079.81
736.35
IV
Total expenses (IV)
858.57
529.57
V
Profit before tax (III-IV)
221.24
206.77
VI
Tax Expense
1 Current Tax
52.16
55.39
2 Deferred Tax
(1.52)
(3.06)
Total Tax Expense (VI)
50.64
52.33
VII
Profit/(Loss) for the period (V-VI)
170.59
154.44
VIII
Earnings per equity share
(1) Basic
4.43
4.08
(2) Diluted
As of March 31, 2025, the Company witnessed a growth of 49.09% in its revenue fromoperations i.e., from Rs. 702.14 Lakhs in the previous financial year 2023-24 to Rs.1046.85 Lakhs during the financial year 2024-25 and the net profit of the Company grewby 10.46% from Rs. 154.44 Lakhs in the previous financial year 2023-24 i.e., to Rs.170.59 Lakhs in the financial year 2024-25.
The Board of Directors in its meeting held on Monday, July 14, 2025, has recommendedto the shareholders a final dividend of Rs. 0.13/- per equity share for the financial year2024-25. The final dividend, if declared as above, would entail a total outflow of approx.Rs. 5,18,555/-. The dividend payment is subject to approval of members at the ensuing16h Annual General Meeting.
The Board of Directors proposed to transfer rest of the amount after paying dividend tothe reserves.
During the year under review, the authorized share capital of the Company was Rs.11,00,00,000/- (Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore TenLakh only) Equity Shares of Rs. 10/- (Rupees Ten) each.
During the year under review, the Company offered, issued and allotted up to 1,89,685(One Lakh Eighty-Nine Thousand Six Hundred Eighty-Five only) equity shares (‘RightsEquity Shares’), having face value of Rs. 10/- (Rupees Ten only) each fully paid-up(“Equity Shares”) at a price of Rs. 140 (Rupees One Hundred Forty only) (‘Issue Price’)per equity share including a premium of Rs. 130 (Rupees One Hundred Thirty only) perequity share for an amount aggregating up to Rs. 2,65,55,900 (Rupees Two Crore Sixty-Five Lakh Fifty-Five Thousand Nine Hundred only) on a Right Basis (‘Right Issue’) tothe eligible shareholders and/or renounces of the Company in the ratio of 1 Rights Sharesfor every 20 equity shares held by such eligible shareholders as on the Record Date.
During the year under review, the Company had received payment in full from all theproposed allottees in respect of the issue of 5500 Stock Options convertible into 5500equity shares of the Company having face value of Rs. 10/- (Rupees Ten Only) each fullypaid-up (“Equity Shares”) for cash consideration at a price of Rs. 45/- each (RupeesForty-Five only) including, at a premium of Rs. 35/- (Rupees Thirty-Five only) per equityshare aggregating to Rs. 247,500/- (Rupees Two Lakhs Forty-Seven Thousand FiveHundred only) ranking pari passu with the existing Equity shares, to the eligibleemployees pursuant to the ESOP Grant I under DMR Employees Stock Option Plan2023 (“Plan” or “Scheme”) in the Company.
The paid-up equity share capital as on March 31, 2025, was Rs. 3,98,88,850 (RupeesThree Crore Ninety-Eight Lakh Eighty-Eight Thousand Eight Hundred Fifty only)divided into 39,88,885 (Rupees Thirty-Nine Lakh Eighty-Eight Thousand Eight HundredEighty-Five only) fully paid-up equity shares having face value of Rs. 10/- (Rupee Tenonly) each.
Your Company has instituted DMR Employees Stock Option Plan 2023 (“Plan” or“Scheme”), in order to reward, attract, motivate and retain its employees, existing orfuture, for their performance and for their contribution to the growth and profitability ofthe Company.
The Nomination and Remuneration Committee administers these plans. The stock optionplans are in compliance with the Securities and Exchange Board of India (Share BasedEmployee Benefit and Sweat Equity) Regulations, 2021, there have been no materialchanges to these plans during the financial year. Disclosures on various plans, details ofoptions granted, shares allotted upon exercise, etc. as required under these regulations areavailable on the Company’s website at https://dmrengineering.net/other-disclosures/ Noemployee was issued stock options during the year equal to or exceeding 1% of the issuedcapital of the Company at the time of grant.
Pursuant to the requirements of the SEBI (Share Based Employee Benefit and SweatEquity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of theCompany confirming that the Plan has been implemented in accordance with the saidRegulations and in accordance with the resolution passed by the Company in the GeneralMeeting.
During the year under review, the Company has been paid the annual listing fees to BSELimited for the financial year 2024-25.
As of March 31, 2025, your Company had a wholly-owned subsidiary namely “DMRConsulting USA Inc.” in Cupertino, United States of America and two subsidiarycompanies viz., DM Consulting Engineers Private Limited (“DM Consulting”) and DMGates and Penstocks Private Limited (“DM Gates and Penstocks”), Faridabad, Haryana,India. The statement under Section 129(3) of the Companies Act, 2013 in respect of thesubsidiaries in Form AOC-1 is annexed and marked as Annexure-I. The ConsolidatedAccounts of your Company duly audited by the Statutory Auditors are presented as partof this Report.
The financial statements together with related information and other reports of thesubsidiaries are available on the website at https://www.dmrengineering.net/financial-statement-of-subsidiaries/
There was no change in the nature of the business of your Company during the Periodunder review.
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors of yourCompany, to the best of their knowledge, belief and ability and explanations obtained bythem, state that:
a) In the preparation of the annual accounts for the financial year ended March 31, 2025,the applicable accounting standards have been followed and there are no materialdepartures from the prescribed accounting standards;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent, so as to give atrue and fair view of the state of affairs of your Company at the end of the financialyear 2024-25 and of the profit and loss of your Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act, for safeguarding theassets of your Company and for preventing and detecting fraud and otherirregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and were operatingeffectively;
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
As of March 31, 2025, the Board of the Company was duly constituted with 6 (Six)
Directors comprising of 1 (One) Managing Director, 2 (Two) Whole-Time Directors, 1
(One) Non-Executive Director and 2 (Two) Independent Directors. During the Period
under review, there were following changes in the Board of Directors of the Company:
i. Mr. Surajit Dutta (DIN: 06687032) was liable to retire by rotation under theprovision of the Companies Act, 2013, and the Board has not recommended hisre-appointment. As a result, Mr. Dutta’s has retired from his position as Director,effective from August 23, 2024.
ii. Mr. Shyam Lal Kapil (DIN: 10249705), Non-executive Director has vide hisresignation letter dated August 29, 2024 resigned from the Board of the Companywith effect from the closing hours of August 29, 2024, on account of hisincreasing professional commitments and time constraints.
iii. Mr. Dahyalal Bansilal Prajapati (DIN: 09592327), Independent Director has videhis resignation letter dated March 11, 2025, resigned from the Board andCommittees of the Company, with effect from the closing hours of March 11,2025, on account of his increasing other professional commitments.
Further, the following changes have taken place in the Board of Directors of the
Company post the financial year 2024-25.
1. The Board of Directors of the Company in its meeting held on July 14, 2025 has re¬appointed Mr. Subhash Chander Mittal (DIN: 02861072) as a Managing Director ofthe Company, for a period of 5 years, with effect from October 01, 2025, subject tothe approval of the shareholders of the Company in the upcoming Annual GeneralMeeting of the Company.
2. The Board of Directors of the Company in its meeting held on July 14, 2025 has re¬appointed Mrs. Neelam Mittal, (DIN: 02861064) as a Whole-time Director of theCompany, for a period of 5 years, with effect from October 01, 2025, subject to theapproval of the shareholders of the Company in the upcoming Annual GeneralMeeting of the Company.
3. The Board of Directors of the Company in its meeting held on July 14, 2025 has alsoapproved the change in designation of Mr. Krishan Kumar Gupta (DIN: 10249694)from Whole-time Director to Non-executive Director of the Company, with effectfrom July 14, 2025 subject to the approval of the shareholders in the upcomingAnnual General Meeting of the Company.
4. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles ofAssociation of the Company, Mr. Bangam Prasad Rao (DIN: 09335571), was liable toretire by rotation under the provision of the Companies Act, 2013, and the Board hasnot recommended his re-appointment. As a result, Mr. Rao has retired from hisposition as Director, effective from July 14, 2025.
In terms of Section 203 of the Companies Act 2013, the following are the KeyManagerial Personnel of the Company:
i. Mr. Subhash Chander Mittal, Chairman and Managing Director;
ii. Mrs. Neelam Mittal, Whole-time Director;
iii. Mr. Bal Mukund Kumar, Chief Financial Officer;
iv. Mr. Ravinder Kumar Bhatia, Company Secretary and Compliance Officer;
v. Mr. Divay Mittal, Executive-vice President and Key Managerial Personnel.
All the Independent Directors of your Company have submitted their declarationsconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act, read with rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules, 2014 and are not disqualified from continuing as Independent Directorsof your Company.
Further, all the Independent Directors of your Company have complied with therequirement of inclusion of their names in the Databank of Independent Directorsmaintained by Indian Institute of Corporate Affairs.
Further, in the opinion of Board of Directors, the Independent Directors of the Companyare the persons of integrity and possess relevant expertise and experience (including theproficiency).
The remuneration paid to the Directors, KMPs and employees of the Company is inaccordance with its Nomination and Remuneration Policy formulated under Section 178of the Act.
The Remuneration Policy of the Company has been formulated to create a high-performance culture in the Company. It enables the Company to attract, retain andmotivate employees to achieve results. Our Business Model promotes customer centricityand requires employee mobility to address project needs. This Policy sets out the guidingprinciples for the Nomination and Remuneration Committee for recommending to theBoard the remuneration of the directors, KMPs and other employees of the Company.
The Remuneration Policy duly approved by the Board of Directors, is uploaded on thewebsite of the Company. The web link to the Remuneration Policy is as under:https://www.dmrengineering.net/pdf/policies/Remuneration-Policy DMR-1.pdf
The Board meets at regular intervals to discuss and decide on business strategies/policiesand review the financial performance of the Company, apart from other statutory mattersas required to be deliberated and approved by the Board. The notice and detailed agendaalong with the relevant notes and other material information are sent in advanceseparately to each Director.
During the Period under Review, the Board of Directors met 6 times i.e. on April 25.2024, July 01, 2024, August 23, 2024, October 15, 2024, December 09, 2024 and March24, 2025.
All the meetings were held with a gap of less than 120 days.
In terms of the requirements of Section 177 of the Act, the Company has constituted theAudit Committee. The Committee inter alia reviews the Financial Statements before theyare placed before the Board, related party transactions, the internal control system, reportsof Internal Auditor and compliance of various Regulations.
As on March 31, 2025, the Committee consisted of Mrs. Rachana Agrawal, IndependentDirector, Mr. Dahyalal Bansilal Prajapati, Independent Director, Ms. Anita Goyal,Independent Director of the Company. Mrs. Rachana Agrawal acted as the Chairperson ofthe Committee.
During the Period under Review, the Audit Committee met 5 times i.e. on April 25, 2024,August 23, 2024, October 15, 2024, December 09, 2024 and March 24, 2025.
Due to change in the Board structure of the Company post March 31, 2025, theCommittee constitution has also changed and the same may be accessed under the head‘Corporate Information’ forming part of the Annual report.
In terms of the requirements of Section 178 of the Act, the Company has constituted theNomination & Remuneration Committee. The Committee inter alia identifies personswho are qualified to become directors and who may be appointed in the seniormanagement.
As of March 31, 2025, the Committee consisted of Mr. Dahyalal Bansilal Prajapati,Independent Director, Mr. Subhash Chander Mittal, Chairman and Managing Director,Mrs. Rachana Agrawal, Independent Director, Mr. Bangam Prasad Rao, Non-eceutiveDirector of the Company. Mr. Dahyalal Bansilal Prajapati acted as the Chairperson of theCommittee.
During the Period under Review, the Nomination & Remuneration Committee met 5times i.e. on April 25, 2024, August 23, 2024, December 03, 2024, January 31, 2025 andMarch 24, 2025.
In terms of the requirements of Section 178 of the Act, the Company has constituted theStakeholders’ Relationship Committee. The Committee inter alia reviews the grievanceof the security holders of the Company and redressal thereof.
As of March 31, 2023, the Committee consisted of Ms. Anita Goyal, IndependentDirector, Mr. Subhash Chander Mittal, Chairman and Managing Director, Mr. KrishanKumar Gupta, Whole-time Director of the Company. Ms. Anita Goyal acted as theChairperson of the Committee.
During the Period under Review, one (1) meeting of the Stakeholders’ RelationshipCommittee was held on March 24, 2025.
The Nomination and Remuneration Committee in its meeting held on January 31, 2025had also carried out evaluation of performance of the Board, its committees andindividual directors.
Further, the Board of Directors in its meeting held on April 25, 2025 carried out theperformance evaluation of independent directors, and the individual directors of theCompany which excluded the Director being evaluated.
Further, pursuant to the provisions of the Act, the Independent Directors in their meetingheld on March 24, 2025 had evaluated the performance of Non-Independent Directors,Chairperson of the Company after considering the views of the Executive and Non¬Executive Directors, Board as a whole and assessed the quality, quantity and timeliness offlow of information between the Company’s Management and the Board.
The Board of Directors expressed their satisfaction with the evaluation process.
During the year under review, the provisions of Corporate Social Responsibility are notapplicable to the Company.
The Directors had laid down adequate Internal Financial Controls which ensurecompliance with various policies, practices and statutes in keeping with the organization’space of growth and increasing complexity of operations for orderly and efficient conductof its business.
The adequacy and effectiveness of internal financial controls of the Company has beenregularly evaluated with regard to the following:
i. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laidmanuals for such general or specific authorization.
ii. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of Financial Statements in conformity withGenerally Accepted Accounting Principles or any other criteria applicable to suchstatements, and to maintain accountability for aspects and the timely preparationof reliable financial information.
iii. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used forpersonal purposes, except in accordance with terms of employment or except asspecifically permitted.
iv. The existing assets of the Company are verified/checked at reasonable intervalsand appropriate action is taken with respect to differences, if any.
v. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company’s policies.
During the year under review, the Company did not invite or accept any deposits from thepublic in terms of Chapter V of the Act. There was no default in repayment of deposits orpayment of interest thereon during the year under review.
Further, the details of exempted deposits accepted by the Company during the year underreview, has been provided in the financial statements of the Company.
All related party transactions that were entered into during the year under review, were onarm’s length basis and in the ordinary course of business. No materially significantrelated party transactions which required the approval of members, were entered into bythe Company during the Period under review. Further, all related party transactionsentered into by the Company are placed before the Audit Committee for its approval.
The particulars of the contracts or arrangements entered into by the Company with relatedparties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rulesframed thereunder, in the Form No. AOC-2 is annexed and marked as Annexure-II.
Details of loans, guarantees and investment covered under the provisions of section 186of the Companies Act, 2013 read with the rules framed thereunder, as amended from timeto time, are given in the notes to the financial statements. The Company has compliedwith the requirements of the aforementioned section of the Act, and read with the rulesframed thereunder, as amended from time to time.
The Statutory Auditors have submitted their Report on the Financial Statements for thefinancial year ended March 31, 2025, which forms part of this Report. The StatutoryAudit Report does not contain any qualification, qualification, reservation or adverseremark. The Auditor’s Report read together with the notes to Accounts is self-explanatoryand therefore, in the opinion of the Directors, do not call for any further explanation.
The Board of Directors of the Company at its meeting held on April 25, 2025 hadappointed M/s Dilip Swarnkar & Associates, Practicing Company Secretaries, Mumbai(Firm Unique Code S2022MH892300) as Secretarial Auditors of the Company forconducting the Secretarial Audit of the financial year ended March 31, 2025.
The Secretarial Auditors have submitted their report to the Board of Directors and thesame is annexed and marked as Annexure-III.
The Secretarial Audit Report does not contain any qualification, qualification, reservationor adverse remark. Further, the Secretarial Audit Report is self-explanatory and therefore,in the opinion of the Directors, do not call for any further explanation.
The periodic reports of the said internal auditors are regularly placed before the AuditCommittee along with the comments of the management on the action taken to correctany observed deficiencies on the working of the various departments.
The information required under Section 197(12) of the Companies Act, 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, is annexed and marked as Annexure-IV.
The information with respect to energy conservation, technology absorption and foreignearnings and outgo is annexed and marked as Annexure-V.
Management Discussion and Analysis Report for the financial year 2024-25, as requiredunder Schedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“Listing Regulations”), is annexed andmarked as Annexure-VI.
Your Company is not required to maintain cost accounting records as specified underSection 148(1) of the Companies Act, 2013 read with the Companies (Cost Records andAudit) Rules, 2014.
Pursuant to the provisions of Section 177 of the Act, the Company has framed a ‘WhistleBlower Policy’ to establish Vigil Mechanism for directors and employees to reportgenuine concerns within the Company. This policy provides a process to discloseinformation, confidentially and without fear of reprisal or victimization, where there isreason to believe that there has been serious malpractice, fraud, impropriety, abuse orwrong doing within the Company. The Company ensures that no personnel have beendenied access to the Chairperson of the Audit Committee.
The Policy is available on the website of the Company at
https://dmrengineering.net/pdf/policies/4.-Whistle-Blower-Policy DMR.pdf
The Company has put in place a risk management policy in order to inter alia ensure theproper risk identification, evaluation, assessment, prioritization, treatment, mitigation, andmonitoring. Further the risk management policy also provides a demarcation the role ofthe Board of Directors, and Audit Committee for the purpose effective Risk Management.
The Company follows a practice of identification of various risks pertaining to differentbusinesses and functions of the Company, which may threaten its existence from time totime.
Major risks elements associated with the businesses and functions of the Company havebeen identified and are being addressed systematically through mitigating actions on acontinuing basis.
The Audit Committee under the supervision of the Board, periodically review andmonitor the steps taken by the Company to mitigate the identified risks elements.
The Company does not have any shares in the demat suspense account or unclaimedsuspense account.
There was no fraud reported by the Auditors of the Company under Section 143(12) ofthe Companies Act, 2013 to the Audit Committee or the Board of Directors during theyear under review.
32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIALPOSITION OF YOUR COMPANY SINCE THE CLOSE OF FINANCIAL YEARENDED MARCH 31, 2025 AND TO THE DATE OF THIS REPORT
There have been no other material changes and commitments affecting the financialposition of the Company since the close of financial year ended March 31, 2025 and tothe date of this report.
Your Company is in compliance with the applicable Secretarial Standards, issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies(Management and Administration) Rules, 2014, the Annual Return of the Company forthe financial year ended March 31, 2025 is available on the website of the Company athttps://dmrengineering.net/annual-report/
The signed Annual Return shall be available on the website of the Company after thesame is filed with the Registrar of Companies.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND THE COMPANY’S OPERATIONS IN FUTURE
During the year under review, there were no significant and material orders passed by anyregulator/court/tribunal impacting the going concern status and the Company’s operationsin future.
The Company is committed to creating a safe and healthy work environment, where everyemployee, customer and other individual are treated with respect and are able to workwithout fear of discrimination, prejudice, gender bias or any form of harassment atworkplace.
The Company has in place an Anti-Sexual harassment Policy in line with therequirements of the Sexual harassment of Women at the Workplace (Prevention,Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent, contractual, temporary, trainees)are covered under this policy.
Your directors state that during the year under review, there were no cases filed pursuantto the Sexual harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013.
There was no such instance during the year under review.
38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATIONDONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATIONDONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF
In commitment to keep in line with the Green Initiatives and going beyond it, electroniccopy of the Notice of 16th Annual General Meeting of the Company including the AnnualReport for the Financial year 2024-25 are being sent to all Members whose e-mailaddresses are registered with the Company / Depository Participant(s).
Your Board of Directors places on record its sincere thanks, appreciation and heartfeltgratitude for the continuing support of banks, vendors, clients, investors, CentralGovernment, State Governments and other regulatory authorities who havewholeheartedly supported the Company in its prolific journey over more than 16 years.
Your directors wish to place on record its deep sense of appreciation for the committedservices by all the employees of the Company.
For and on behalf of the Board of Directors ofDMR Hydroengineering and Infrastructures Limited
Sd/- Sd/-
Subhash Chander Mittal Neelam Mittal
Chairman & Managing Director Whole-time Director
DIN: 02861072 DIN: 02861064
Place: FaridabadDate: 14.07.2025