Your Directors have pleasure to present their 38^th Annual Report on the business and operations of the Company
together with the audited statements of accounts for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Company's financial results for the year under review along with previous year's figures are given
hereunder:

(Amount in Rs.)

2. REVIEW OF OPERATIONS:

During the year under review, your Company has earned a Net Profit of Rs. 8,54,01,706/- when compared
to Net Profit of Rs. 13,07,40,617/- in the previous year. Net profit before taxation earned during the year
under review amounted to Rs. 11,56,36,956/- as against Rs. 17,49,94,499/- in the previous year.

3. DIVIDEND

The Board has recommended a dividend of Rs. 1.50/- per Equity Share of 10.00/- each (i.e., 15% of face
value) for the year ended March 31, 2025. This payment is subject to your approval at the ensuing 38^th
Annual General Meeting of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall,
accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has approved and adopted the Dividend Distribution Policy and the same is available on
the Company's website https://dhanroto.com/investors/.

4. RESERVES:

The Company proposes to transfer Rs. 8,54,01,706/- to retained earnings for the Financial Year 2024-25.
With this addition, the total Reserves & Surplus (including Capital Reserve, Central Subsidy, Investment

Allowance Reserve, Revaluation surplus & Retained Earnings) as on March 31,2025 is Rs.49,10,83,335 /-
as against the Paid-up Capital of Rs.7,80,06,000/-.

5. DIRECTORS:

Mr. Keshav Inani, Whole Time Director of the company retires at this Annual General Meeting and being
eligible, seeks reappointment. The Board recommended his appointment.

Mr. Rajkumar Inani, Whole Time Director and Ms. Natasha Inani, Non-Executive Director of the Company
resigned from their designation w.e.f. 01/04/2024 and the same was noted at the Board meeting held on 30^th
March, 2024.

The second term of Mr. Shyamsundar Jakhotia, Mr. K.N. Prasad and Mr. Simanth Roy Chowdhury as
Independent Directors of the Company was upto 31^st March, 2024. Therefore, the said Directors ceased to
be the Directors of the Company from 01^st April, 2024.

Mr. Vivek Baheti, Mr. Dhanraj Soni and Ms. Anushree Athasniya were appointed as Additional Independent
Directors of the Company w.e.f 01/04/2024 and the same were regularized at Annual General Meeting held
on 29^th June, 2024.

Apart from above, there were no other changes in the composition of the board during the year under
review.

6. INDEPENDENT DIRECTORS (DECLARATION OF INDEPENDENT DIRECTOR)

The Company has received necessary declaration from each independent director under section 149(7) of
the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the
Companies Act, 2013.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The names of the Directors on the Board, their attendance at Board Meetings held during the year is given
below:

8. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits
its responsibility Statement:—

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors, had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively - Internal financial control means the policies
and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business
including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of
reliable financial information.

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

9. STATUTORYAUDITORS

M/s G. D. Upadhyay & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors for a
period of 5 years at the Annual General Meeting held on 29/09/2022 and holds office till the conclusion of
40^th Annual general meeting to be held in the year 2027.

Further the Auditors' Report is unmodified i.e. it does not contain any qualification, reservation or adverse
remark. The Auditor's Report is enclosed with the financial statements in this annual report.

10. SECRETARIAL AUDITOR:

M/s. Baheti Gupta & Co., Company Secretaries, were appointed at the Board Meeting held on 21^st May,
2024 to conduct the secretarial audit of the Company for financial year 2024-25, as required under section
205 of the Companies Act, 2013 and rules made thereunder.

The Secretarial audit report for financial year 2024-25 forms part of the Annual Report as ‘ANNEXURE-A' to
the Boards Report. Further the Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.

As per the regulation 24(1) A M/s Baheti Gupta & Co., Company Secretaries, Hyderabad are proposed for
the appointment as secretarial auditor for a period of 5 years at the ensuing Annual General Meeting to be
held on 19/09/2025 who shall hold office till the conclusion of the Annual general meeting to be held in the
year 2030.

11. INTERNAL AUDITORS:

M/s. M. Jhawar & Associates., Chartered Accountants, performs the duties of internal auditors of the
company and their report is reviewed by the Audit committee from time to time.

12. COST AUDIT:

The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the
Companies Act, 2013 for any of the goods dealt in by the Company.

13. ANNUAL RETURN:

The copy of the Annual Return as on 31^st March, 2025 pursuant to the provisions of Section 92 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the
company and the same can be accessed at https://www.dhanroto.com.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

15. LOANS, GUARANTEES, INVESTMENTS MADE OR SECURITIES PROVIDED:

The details of the loans given by the company and investments made pursuant to section 186 of the
Companies Act, 2013 are disclosed in the financial statements as required under the provisions of the
Companies Act, 2013. Further the Company has not given any guarantee or provided security during the
year under review.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis
and were in the ordinary course of business. All Related Party Transactions were placed before the Audit
Committee and also the Board for approval. Detailed information about the related party transactions is
enclosed in form AOC-2 as Annexure-B

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the
Company at https://dhanroto.com/investors/.

17. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

18. LISTING ARRANGEMENTS:

Company's shares are presently listed on The Bombay Stock Exchange Limited & other details are listed
below:

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

As required by the provisions of Companies Act, 2013, the relevant information pertaining to conservation
of energy, technology absorption and foreign exchange earnings and outgo are given under:

A. Conservation of Energy:

Adequate measures have been taken to reduce energy consumption, wherever possible. There were no
additional investments made for the conservation of energy during the period under review.

B. Research and Development (R&D):

a) Specific areas in which R&D has been carried out by the company: NIL

b) Benefits derived as a result of the above R&D: NIL

c) Future plans of action: NIL

d) Expenditure on R&D: NIL

II) Technology Absorption, Adaptation and Innovation:

a) Technology Imported: NIL

b) Year of Import: NIL

c) Has the technology been fully absorbed: NIL

d) Technical collaborator: NIL

C. Foreign Exchange Earnings and Outgo:

20. PARTICULARS OF EMPLOYEES:

There is no employee who if employed throughout the financial year, was in receipt of remuneration for that
year which, in the aggregate, was not less than One Crore and Two Lakhs rupees or if employed for a part
of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the
aggregate, was not less than Eight lakh and Fifty thousand rupees per month or if employed throughout the
financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the
case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole¬
time director or manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company and thus consequently no information is required to be
provided in this regard in accordance with the provisions of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 of the Companies Act, 2013.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company has effective ‘internal financial controls' that ensure an orderly and efficient conduct of its
business, including adherence to company's policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of
reliable financial information.

There are adequate controls relating to strategic, operational, environmental and quality related
aspects too.

While these controls have been effective through-out the year, these are reviewed on a periodic basis for
any changes/ modifications to align to business needs.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

23. TRANSFER OF UNCLAIMED DIVIDEND FUND:

The Company has transferred unclaimed dividend to the separate bank account as per the provisions of
Section 125(2) of the Companies Act, 2013.

24. MATERIAL CHANGES AND COMMITMENT IF ANY:

There are no material changes and commitments affecting financial position of the company during the
year under review.

25. BUSINESS RISK MANAGEMENT POLICY:

Global events have challenged nearly every company, leading to a rethink of assumptions and adaption of
strategies to a new operating environment that involves managing major risks with a renewed focus on the
safety of people.

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management
(ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Audit
Committee shall evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and
setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be
responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Audit
Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems,
recommend improvements if needed, discuss with external consultants, Internal Auditors to test the
adequacy and effectiveness of the Risk Management System.

In today's challenging and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The common risks inter alia are:
Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and
expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

26. CORPORATE SOCIAL RESPONSIBILITY:

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure- C which forms part of this Report.

27. CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated
under Chapter IV of the Listing Regulations. A report on Corporate Governance as required under the
Listing Regulations is provided in Annexure - D which forms part of the Report. A Certificate from M/s
Baheti Gupta Co, Practicing Company Secretaries regarding compliance with the conditions stipulated in
the Listing Regulations forms part of the Corporate Governance Report.

28. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and according to SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of
its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholder committee.

Policy:

1. The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate
skills, knowledge and experience required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience that are relevant for the Company's
operations.

2. In evaluating the suitability of individual Board member the Nomination and Remuneration Committee may
take into account factors, such as:

• General understanding of the company's business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

2.1 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the
Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors and senior management
personnel;

• shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other
association of individuals including his shareholding at the first meeting of the Board in every financial year
and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the companies Act, 2013.

3. Criteria of independence

3.1. The Nomination & Remuneration Committee shall assess the independence of Directors at time of
appointment/ re appointment and the Board shall assess the same annually. The Board shall re-assess
determinations of independence when any new interest or relationships are disclosed by a Director.

3.2. The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013
and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3. The Independent Director shall abide by the “Code for Independent Directors “as specified in Schedule IV
to the Companies Act, 2013.

4. Other directorships/ committee memberships

4.1 The Board members are expected to have adequate time and expertise and experience to contribute to
effective Board performance. Accordingly, members should voluntarily limit their directorships in other
listed public limited companies in such a way that it does not interfere with their role as director of the
company. The Nomination and Remuneration Committee shall take into account the nature of and the time
involved in a directory service on other Boards, in evaluating the suitability of the individual Director and
making its recommendations to the Board.

4.2 None of the Director of the Company is holding Directorship in other company in excess of the limits
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Further the membership and chairmanship held by the Directors in different committees
of the Board across all the companies is within the limits prescribed therein.

4.3 The details of the Directors, Committee members and chairmanships is given in clause 7 above of this
report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company
always endeavors to create and provide an environment that is free from discrimination and harassment
including sexual harassment.

The Directors further states that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. AUDIT COMMITTEE: (CONSTITUTED IN TERMS OF SECTION 177 OF THE COMPANIES ACT, 2013
READ WITH REGULATION 18 OF SEBI LODR REGULATIONS, 2015) & VIGIL MECHANISM.

A. AUDIT COMMITTEE

The Company has constituted a qualified and independent Audit Committee which acts as a link between
the management, external and internal auditors and the Board of Directors of the Company. The primary

objective of the Committee is to monitor and provide effective supervision of the management's financial
reporting process with a view to ensuring accurate, timely and proper disclosure and transparency, integrity
and quality of financial reporting. The Committee adheres to the Companies Act, 2013 in terms of quorum
for its meetings, functioning, role and powers as also those set out in the. The functions of the committee
include:

• Overseeing the company's financial reporting process and disclosure of its financial information to ensure
that the financial statements are correct, sufficient and credible;

• Recommendation of appointment and removal of external auditor, fixation of audit fee and also approval for
payment for any other services;

• Review of adequacy of internal audit function, including the reporting structure, coverage and frequency of
internal audit;

• Review of the company's financial and risk management policies;

• Review of the financial reporting system and internal control systems;

• Approve quarterly, half yearly and annual financial results including major accounting entries involving
exercise of judgment by the management;

• Representation by the Statutory Auditors to the management in regard to any internal control weaknesses
observed by them during the course of their audit and the action taken by the management thereon;

• Discussions with Statutory and Internal Auditors on matters related to their area of audit;

• Management Discussion & Analysis of the company's operations;

• Review of significant related party transactions;

• Review of implementation of the Fraud Risk Management Policy and the Fraud Risk Assessment Reports;

• Recommendation for appointment of Statutory Auditors and their remuneration;

The Committee consists of qualified and Independent Non-Executive Directors. All the Members on the
Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of
finance, accounting practices and internal controls.

The Committee members met four times during the financial year 2024-25:

The Managing Director and Executive Directors of the company as well as the Internal and Statutory Auditors of
the company, attend Committee meetings to brief the Members. The Committee also invites Business and
Departmental Heads, to discuss matters concerning their business / departments, as and when it deems
necessary.

The composition of the Audit Committee and the details of meetings attended by its members are given below:
The Audit Committee met Four times during the year on 21-05-2024, 12-08-2024, 07-11-2024 and 09-02-2025.

B. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there under and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the
Company's Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company
to report genuine concerns, to provide for adequate safeguards against victimization of persons who use
such mechanism and make provision for direct access to the Chairman of the Audit Committee.

31. NOMINATION AND REMUNERATION COMMITTEE: (CONSTITUTED IN TERMS OF SECTION 178 OF
THE COMPANIES ACT, 2013 READ WITH REGULATION 19 OF SEBI LODR REGULATIONS, 2015).

The “Nomination and Remuneration Committee” is governed by a Charter duly approved by the Board of
Directors of the Company and in compliance with Section 178 of Companies Act, 2013, and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The remuneration policy as adopted by the company envisages payment of remuneration according to
qualification, experience and performance at different levels of the organization. The Directors as well as
those rendering clerical, administrative and professional services are suitably remunerated according to
the industry norms.

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on
certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior
Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key
Managerial Personnel and Senior Management Employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain
criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and
Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract,
retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and
meets appropriate performance benchmarks and that the remuneration involves a balance between fixed
and incentive pay reflecting short term and long term objectives of the Company.

A. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE YEAR:

The Nomination and Remuneration Committee met one time during the year on 09-02-2025.

32. STAKEHOLDER’S RELATIONSHIP COMMITTEE: (Constituted in terms of Section 178 of the
Companies Act, 2013 read with Regulation 20 of SEBI LODR Regulations, 2015).

The Company has constituted a Stakeholders' Relationship Committee in compliance with Section 178 of
the Companies Act, 2013 and the SEBI (Listing Obligations and disclosure Requirements) Regulations,
2015 to deal with various matters relating to:

• Approve / refuse / reject registration of transfer / transmission / transposition of shares.

(i) Issue of duplicate share certificates and issue of share certificates after split / consolidation /
dematerialization of shareholding.

(ii) Printing of Share Certificates.

(iii) Affixation of Common Seal of the Company on Share Certificates.

(iv) Directors / Managers / Officers / Signatories for signing / endorsing Share Certificates.

(v) Necessary applications / corporate actions to Stock Exchanges and Depositories arising out of and
incidental to the exercise of options by the employees.

• Monitoring expeditious redressal of investors' grievances.

• Non-receipt of Annual Report and declared dividend.

• All other matters related to shares.

A. Composition:

The composition of the Stakeholders' Relationship Committee and the details of meetings attended by its
members are given below:

The Stakeholders' Relationship Committee met Three times during the year on 13-09-2024, 03-10-2024
and 01-02-2025

33. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR
2024-25

34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

a) Industry Structure and Developments:

The Company is mainly engaged in Trading Activity in the line of Textiles, Paper and Wood Pulp. The
Company has established itself in Paper and Wood Pulp market.

b) Opportunities and threats:

The Company feels happy to inform that it has established itself in the Indian Wood Pulp Market. Giving
timely and excellent services Company has established dedicated customers whose base is steadily
improving. However, the Wood Pulp market fluctuates according to international rates which effect margins
and being a trader, the company is very much dependent on buyers and sellers for its growth.

The Pulp and Paper industry is important for several reasons. The opportunities for the paper and pulp
industries are resource efficiency and bio-economy. The continuous improvements in technology can
further reduce environmental impacts and optimize the use of resources.

The Indian paper sector is now being crushed by a lack of waste cuttings or waste paper, high costs for pulp,
fibre, newsprint, container issues, such as rising freight charges, rising coal, chemicals and other inputs
rates and lastly due to ongoing trade wars in the world. During the year under review, the international
market for wood pulp was highly fluctuating.

c) Outlook:

In the Business support services your company is participating in the Tenders called by the Government,
Semi-government and private companies. In the Business support Service sector the company is
receiving regular work, not only from its existing clients but is also exploring opportunities from new clients.
In the Financial Sector the share market was very volatile and hence your company taking adequate
measures to ensure proper investment decision.

d) Segment wise or product wise reporting

The Company is engaged in only one segment and trades in the wood pulp. Performance of the Company is
satisfactory due to the down turn in international markets largely affected by the events such as war like
situations in countries and sluggish economic growth. Further it is envisaged that there will be improvement
in the coming years and international markets will revive.

e) Risk and Concerns:

Wood Pulp rates fluctuate according to international market and being a trader, Company is dependent on
its buyers and suppliers. The Company is exposed to stiff competition and foreign currency fluctuations in
its operation. Commodity export market has good scope however, Company has to compete and supply
goods at international prices. Government policies on commodity export keep on changing based on local
production/consumption pattern.

f) Internal Control system and their adequacy:

The Company has a proper and adequate system of internal control proportionate to its size and volume of
business. The internal control system of the Company is designed to ensure that the financial and other
records are reliable for preparing financial statements and other data for maintaining accountability of
assets.

g) Discussion on Financial Performance with respect to Operational Performance:

The Financial Statements are prepared under the historical cost convention in accordance with Indian
generally accepted accounting principles and the provisions of Indian Companies Act, 2013. All Income
and Expenditure having a material bearing on the Financial Statements are recognized on accrual basis.
The Management has taken utmost care for the integrity and the objectivity of these Financial Statements,
as well as for various estimates and judgments used therein.

h) Material developments in Human Resources/Industrial Relations front, including number of people
involved:

The Company continues to maintain excellent relationship with its buyers and sellers. Relationship with the
staff is quite cordial and supportive for continuous human resource development.

i) Details of significant changes in following key financial ratios as compared to the immediately
previous financial year:

j) Changes in return on Net Worth as compared to the immediately previous financial year is (67.34%)
Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Company's objectives, projections,
estimates, expectations may be “forward-looking statements” within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied. Important factors that
could make a difference to the Company's operations include economic conditions affecting demand/supply and
price conditions in the domestic and international markets in which the Company operates, changes in the
Government regulations, tax laws and other statues and other incidental factor.

35. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES

The Company has Nomination and Remuneration Committee consisting of Mr. Vivek Baheti as
Chairperson, Mr. Dhanraj Soni and Mrs. Anushree Atasniya as members. The remuneration and sitting
fees paid to the Board members are based on the recommendation of Nomination and Remuneration
Committee.

Policy:

1. Remuneration to Executive Director and key managerial personnel

1.1 The Board on the recommendation of the Nomination and Remuneration (NR) Committee shall review and
approve the remuneration payable to the Executive Director of the company within the overall limit
approved by the shareholders.

1.2 The Board on the recommendation of the Nomination and Remuneration Committee shall also review and
approve the remuneration payable to the key managerial personnel of the company.

1.3 The remuneration structure to the Executive Director and key managerial personnel shall include Basic pay
and Perquisites and Allowances

1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the Nomination and
Remuneration Committee and Annual performance Bonus may be approved by the committee based on
the achievement against the Annual plan and Objectives.

2. Remuneration to Non - Executive Directors

2.1 Presently the Company's policy on remuneration does not provide for remuneration to non-executive
Directors except for payment of sitting fees for attending the meetings of the Board.

2.2. Further the Executive Directors are not paid any sitting fees for attending meetings of the Board.

3. Remuneration to other employees

3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies
as well as their roles and responsibilities in the organization. Individual remuneration shall be determined
within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority,
experience and prevailing remuneration levels for equivalent jobs.

Remuneration to Directors:

The remuneration and perks paid during the year to Mr. Narayan Inani, Managing Director is Rs. 36,00,000/-, Mr.

Anirudh Inani, Whole time Director is Rs. 36,00,000/- and Mr. Keshav Inani, Whole time Director is Rs.

36,00,000/-

Sitting Fees:

Details of Sitting Fees paid to Non- Executive Directors are as under:

36. SECRETARIAL STANDARDS

The company is in compliance with all the Secretarial Standards as issued by the Institute of Company
Secretaries of India and notified by the Ministry of Corporate Affairs.

37. INDEPENDENT DIRECTORS’ MEETING:

As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate
meeting of the Independent Directors of the Company (without the attendance of Non-Independent
Directors) was held on 10/02/2025 to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as whole;

2. Evaluation of the quality, content and timelines of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent
Directors of the Company were present at the meeting. As required under Regulation 34(3) read with
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company
regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the
company, nature of the industry in which the company operates, business model of the company etc.

The meeting also reviewed and evaluated the performance of non-independent directors. The Company
has 3 non-independent directors namely:

i. ) Mr. Narayan Inani - Managing Director cum CFO

ii. ) Mr. Anirudh Inani - Whole Time Director cum Chairman

iii. ) Mr. Keshav Inani - Whole Time Director cum CEO

The meeting recognized the significant contribution made by Mr. Narayan Inani as Managing Director in directing
the Company towards the success path. The meeting also reviewed and evaluated the performance of the Board
as whole in terms of the following aspects:

• Preparedness for Board/Committee meetings

• Attendance at the Board/Committee meetings

• Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and
disinvestments.

• Monitoring the effectiveness of the company's governance practices

• Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective
in the Board.

• Ensuring the integrity of the company's accounting and financial reporting systems, including the
independent audit and that appropriate systems of control are in place, in particular, systems for financial
and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and
circulation of the agenda of the meeting with the relevant notes thereon.

38. SHARE CAPITAL

A. RIGHTS ISSUE OF SHARES

No shares were issued on rights basis during the year under review.

B. PREFERENTIAL ALLOTMENT OF SHARES ON PRIVATE PLACEMENT BASIS

No Preferential allotment of shares on private placement basis was made during the year under review.

C. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES

There was a bonus issue this year of Rs. 3,90,03,000 (Rupees Three Crores Ninety Lakhs and Three
Thousand only) consisting of 39,00,300 Equity Shares of Rs. 10 each.

The Bonus Equity Shares were issued out of retained earnings of the Company after obtaining the approval
of the Shareholders at the Extra Ordinary General Meeting of the Company held on 11th day of
March,2025, on 1:1 ratio i.e. 1 (One) New fully paid-up equity share of Rs. 10/- (Rupees Ten Only) each for
every 1 (one) existing fully paid-up equity share of Rs.10/- (Rupees Ten Only) each, to the eligible equity
shareholders of the Company as on record date.

F. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with differential voting rights during the financial year
under review.

39. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:

The information given pursuant to Section 197 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is given below:

*Note: The comparative details of remuneration of Mr. Rajkumar Inani and Ms. Natasha Inani for the f/y 2023-24
and 2024-25 is not disclosed in the above table as they have resigned as Directors of the Company w.e.f. 01^st
April, 2024.

OTHER DISCLOSURES:

The total numbers of permanent employees of the company are Nine (9).

The total remuneration paid to Directors was Rs. 108.00 Lakhs against the net profits of the company after tax
amounting to Rs. 854.02 Lakhs.

There was 10.16% increase in the median remuneration of employees in the current financial year.

Average percentage increase made in the salaries of employees other than managerial personnel in the financial
year i.e., 2024-25 was 22.16% and also there was 7.46% increase in managerial remuneration for the Financial
Year 2024-25. While calculating the percentage increase in the Managerial remuneration, the remuneration paid
to Mr. Keshav Inani for the part of the financial year 2023-24 is not considered.

Change in remuneration, if any, of the Managing Director, Whole Time Director and Executive Director is decided
based on the individual performance, inflation, prevailing industry trends and benchmarks.

Non-Executive Directors and Independent Directors are paid sitting fees only for the meetings of the Board
attended by them. Further no sitting fees are paid for attending the meetings of the committees of the Board.

There is no employee receiving any remuneration in excess of remuneration paid to any Director. Further the
remuneration payable to Directors is as per the remuneration policy of the Board of Directors as recommended
by Nomination and Remuneration Committee.

Further as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 a statement showing the names of the top ten employees in terms of remuneration drawn is as under:

Relationship of Employee with the Director or Manager of the company.

Sangita Inani Spouse of Mr. Narayan Inani, Managing Director of the Company.

Divya Inani Mother of Mr. Keshav Inani, Whole Time Director of the Company
Srinidhi Inani wife of Mr. Keshav Inani, Whole Time Director of the Company
Vasundhara Inani Daughter of Mr. Narayan Inani, Managing Director of the Company.

Natasha Inani Wife of Mr. Anirudh Inani, Whole Time Director of the Company
Pooja Gadhia not a relative of the Directors of the Company

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company hereby discloses the details of unpaid/unclaimed dividend and the
respective share thereof as follows:

41. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities during
the year under review. Your Directors also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.

By Order of the Board of Directors
For DHANALAXMI ROTO SPINNERS LIMITED

Sd /- Sd/-

Narayan Inani Anirudh Inani

Pl_ace: Thi_mmap_ur Managing Director cum CFO Whole Time Director

Date: 19/08/2025 (DIN: 00525403) (DIN: 02253588)