Your Directors have pleasure in presenting their Report together with the Annual Financial
Statement for the year ended 31^st March, 2025.

1. PERFORMANCE OF THE COMPANY

2. DIVIDEND

Your Directors have recommended for your consideration final Dividend of Rs. 2/- per
Equity Share (Previous year Rs.30/- per Equity Share) on 56,00,582 equity shares of
Rs.10/- each amounting to Rs. 1,12,01,164/- subject to approval of shareholders of the
Company at their ensuing 90^th Annual General Meeting.

3. TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to General Reserve.

4. TRANSFER OF UNCLAIMED DIVIDEND & EQUITY SHARES TO INVESTOR
EDUCTION AND PROTECTION FUND AUTHORITY (IEPF AUTHORITY)

The Company has transferred unclaimed dividend for the financial year 2016-2017 and
no Equity Shares were required to be transferred to the IEPF Authority.

5. CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

6. MANAGEMENT DISCUSSION AND ANALYSIS

> Industry Structure: Indian paper industry consists of small, medium & large paper mills having
medium to high speed technologies with good consumption potential and growth as the demand
for the paper is growing year on year. Furthermore, low per capita consumption of appx. 18 kgs
per capita is significantly lower than global average which is around 57 kgs.

> New Developments: Indian paper industry has good potential due to Government policy
initiatives to ban single use plastic and therefore, paper is the best alternative to the plastic for
packaging industry. Furthermore, as hygiene awareness grows as the per capita income grows,
the use of tissue is expected to grow significantly and will be one of the major growth drivers for
the industry.

> Our Strengths: We have been manufacturing paper maker’s felts for more than five decades as
well as being recognized as a preferred supplier to high speed machines in India. Our product
quality, pricing etc. are well established in the markets. Recently, we have had significant success
in critical high speed applications in India, Russia and Brazil, which gives us an edge over direct
competition.

> Our Weaknesses: While significant efforts have yielded improvements in manufacturing
efficiencies recently, we believe there are still more improvements that are required in order to
support scalability, improved asset turnover ratio and gross margins.

> Opportunities: Significant opportunities continue to lie in penetration of high speed machines
globally which are mainly catered by Global players for their machine clothing requirements.
Furthermore, a large part of the global customers requires seamed felts which not only have a
large market potential that can be tapped as well as a significantly higher pricing. We are currently
focused on developing these felts to enable us to access this market.

> Threats: Entry of new players with cheaper technology is expected to disrupt business with
customers with the lower speed applications as the new players may offer attractive pricing and
commercial terms in order to attract customers. While this might affect us in a small way, the
major substitution is expected to take place to replace some of the Chinese competitors who
supply to such lower speed applications currently.

A. OVERALL REVIEW OF OPERATIONS

During the year under review, Revenue from Operations has been marginally
decreased from 6688/- Lakhs to 6630/- Lakhs and the net profit after tax & exceptional
items has been decreased from Rs. 4790/- Lakhs to Rs. 1050/- Lakhs as compared to
the corresponding period of the previous year mainly due to sale of surplus immovable
properties in the previous financial year.

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO
OPERATIONAL PERFORMANCE

ine various ratio analysis is given in Note No.41 attached to the Annual Financial Statement
for the year ended 31^st March, 2025.

C. OVERALL OUTLOOK

Looking to the current trend, the sales turnover of the Felts (i.e. Technical Textiles) is
likely to be increased but the net profit of the Company may remain under pressure
during the current financial year. However, the Management would strive to mitigate
the adverse impact to the extent possible.

The Company assumes no responsibility in respect of forward looking statements
made herein above which may substantially change based on subsequent
developments, events, change in the Government policies, exchange rate, inflation
and economic scenario etc. over the globe.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit Department conducts audit of all departments of the Company and
places Audit reports/plans before the Audit Committee which reviews adequacy of
internal audit functions, audit procedures and its coverage periodically. The minutes
of the Audit Committee meetings are placed at the meetings of the Board of Directors
from time to time. The Company has adopted the concept of pre-audit and therefore,
the mistakes, if any are rectified before the transactions are finally booked in the
Books of Accounts of the Company.

E. INDUSTRIAL RELATIONS

During the year under review, the industrial relations have remained cordial. There
were 272 employees in the Company as at 31^st March, 2025.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY

There are no material changes and commitments affecting the financial position of the
Company occurred from 1^st April, 2025 to the date of this Report.

8. SIGNIFICANT AND MATERIAL ORDERS, IF ANY

During the year under review, no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status of the Company.

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

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in
Annexure - “A” attached to this Report.

10. RISK MANAGEMENT

The Company has been taking appropriate actions pursuant to Risk Management Policy
from time to time to mitigate adverse impact of various Risks which may adversely affect

the performance of the Company and may threaten the very existence of the Company.
The provisions relating to Risk Management Committee is not applicable to the
Company.

11. THE CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the CSR policy and in compliance with requirements of Section 135 of the
Act, the Company has spent Rs.19,14,000/- during the year under review as per the
details given in the format prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 attached as Annexure - “B”. The CSR Policy,
Annual Action Plan and the Annual Report on CSR in the prescribed format can be
viewed at Company’s website www.dineshmills.com in "Investors” Section

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans, guarantees and
investments pursuant to Section 186 of the Companies Act, 2013 except the Company
has made investment in 20,00,000, 0.01% Optionally Convertible Non-Cumulative
Preference Shares of Rs. 10/- each for cash at par on Rights Basis issued by Wholly
Owned Subsidiary company viz. Fernway Technologies Ltd.

13. STATUTORY AUDITORS

The Auditors’ Report issued by M/s. R. K. Doshi & Co. LLP on the Accounts is self¬
explanatory and therefore, does not call for any explanation. There were no
qualifications, reservations or adverse remarks made by the above referred Statutory
Auditors.

During the year under review, no fraud has been reported to the Audit Committee of the
Company by the above referred Statutory Auditors.

14. SECRETARIAL AUDITOR

The Secretarial Audit Report issued by the Secretarial Auditor, CS Mrs. Heena Patel,
Practicing Company Secretary, Vadodara is self-explanatory and the same does not
contain any qualification, reservation and adverse remark. The copy of the Secretarial
Audit Report is attached as Annexure - “C”.

In accordance with the provisions of Section 204 of the Companies Act, 2013 & Rules
made thereunder read with Regulation 24A(1)(1A) of SEBl (Listing Obligations &
Disclosure Requirements) Regulations, 2015 as amended, the Company has appointed
CS Mrs. Heena Patel, Practicing Company Secretary, Vadodara, to conduct the
Secretarial Audit of the Company for a term of five years with effect from 1st April, 2025
to 31^st March, 2030 subject to approval of shareholders of the Company.

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

The appointment of Directors, Key Managerial Personnel (KMP), payment of
remuneration and discharge of their duties are as per the Remuneration Policy framed by
the Company pursuant to Section 178(3) of the Companies Act, 2013. The
Remuneration Policy can be viewed at Company’s website www.dineshmills.com in
"Investors” Section

16. SEXUAL HARRASSMENT OF WOMAN EMPLOYEES

The Company has constituted "Internal Complaints Committee” pursuant to the provisions
of the Sexual Harassment of Woman at work place (prevention, prohibition & redressal)
Act, 2013 and the status of the complaint during the financial year 2024-2025 is as under:

During the year under review, the Company has complied with Provisions relating to
the constitutions of Internal complaints committee under the Sexual Harassment of
Women at work place (prevention, prohibition & redressal) Act, 2013.

17. ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 read with
Rules made thereunder, Annual Return of the Company can be accessed at the
Company’s website at https://felts.dineshmills.com/bod.php?p=8

18. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the
meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the
General meetings issued by the Institute of Company Secretarial of India and approved
by the Central Government.

19. THE MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, five meetings of Board of Directors of the Company were
held on 23/05/2024, 12/08/2024, 30/10/2024, 11/02/2025 and 17/03/2025.

20. KEY MANAGERIAL PERSONNEL (KMP) AND REMUNERATION

During the year under review, Shri Bharatbhai Patel, Chairman & Managing Director,
Shri Nimishbhai Patel, Managing Director, Shri Aditya Patel & Shri Nishank Patel,

Executive Directors, Shri J B Sojitra, Company Secretary and Shri Mohan Akalkotkar,
Chief Financial Officer were the KMP of the Company pursuant to Section 203 of the
Companies Act, 2013 and the Rules made thereunder.

REMUNERATION ETC. PURSUANT TO SECTION 197(12) AND THE RULES MADE
THEREUNDER ARE AS UNDER:

a) The ratio of the Remuneration of each Director to the median employee’s

remuneration for the financial year and such other details are given hereunder:

(1) Name: Shri Bharatbhai Patel (Chairman & Managing Director)

Ratio: 91:1

(2) Name: Shri Nimishbhai Patel (Managing Director)

Ratio: 91 :1

(3) Name: Shri Aditya Patel (Executive Director)

Ratio: 18:1

(4) Name: Shri Nishank Patel (Executive Director)

Ratio: 18:1

b) The percentage increase in Remuneration of each Director, Chief Financial Officer,

Company Secretary during the financial year:

(1) Shri Bharatbhai Patel - Chairman & Managing Director: 14%

(2) Shri Nimishbhai Patel - Managing Director: 17 %

(3) Shri Aditya Patel - Executive Director: NIL

(4) Shri Nishank Patel - Executive Director: NIL

(5) Shri Mohan Akalkotkar - Chief Financial Officer: 11 %

(6) Shri J. B. Sojitra - Company Secretary: 5%

c) The percentage increase in the median remuneration of employees in the financial

year: NIL

d) There are 272 permanent employees on the Roll of the Company.

e) The Company has given normal increments to the employees during the year ended
31^st March, 2025.

f) The remuneration is paid as per the Remuneration Policy of the Company.

g) The Company has paid only Sitting fees to Independent Directors for attending Board

meetings and Committees thereof.

21. CORPORATE GOVERNANCE

The Company believes in good Corporate Governance and the Report on the Corporate
Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 which forms an integral part of the Annual Report and the Auditors’
certificate regarding compliance of conditions of Corporate Governance is attached to
the Corporate Governance Report.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Dinesh Remedies Ltd., a material unlisted subsidiary of the Company is engaged in
manufacturing of Empty Hard Gelatin Capsules Shells at Village Mahuvad, Haranmal
Road, Padra - Jambusar Highway, Taluka Padra, District Vadodara - 391 440. Fernway
Technologies Ltd. and Stellent Chemicals Industries Ltd. are wholly owned subsidiary
companies and the financial statements of the above referred subsidiary companies are
consolidated.

Stellent Chemicals Industries Ltd. holds 26% equity shares of McGean India Chemicals
Pvt. Ltd. i.e. McGean [formerly known as "Chem-Verse Consultants (India) Pvt. Ltd.] and
therefore, McGean is an Associate Company and the separate statement containing the
salient features of the financial statement of these Subsidiary & Associate Companies
has also been given in form AOC-I attached to the financial statement of the Company
in pursuant to the provisions of the Companies Act, 2013 read with the Companies
(Indian Accounting Standards) Rules, 2015 (i.e. Ind AS).

23. DEPOSITS

The Company has neither accepted nor renewed any deposits pursuant to Section 73
and 76 of the Companies Act, 2013 and Rules made thereunder during the financial
year 2024 - 2025.

24. DIRECTORS

Pursuant to Section 149 and 152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors are not
liable to retire by rotation whereas other Directors are liable to retire by rotation and
accordingly, Shri Bharatbhai Patel and Shri Nimishbhai Patel, Managing Directors of the
Company would retire by rotation and being eligible, offer themselves for reappointment.

During the year under review, the tenure of the Independent Directors viz. Shri T. M.
Patel (DlN: 00016788) and Shri Rakesh Agrawal (DlN: 00057955) has been completed
on 13^th August, 2024 and therefore, they were ceased to be Independent Directors. Shri
J. B. Sojitra also ceased to be Director (DIN: 00036120) w.e.f. 12^th August, 2024 due to
his resignation as an Executive Director (Corporate Affairs) of the Company.

During the year under review, Mr. Shivinder Singh Chawla (DIN: 02955805) and Mr.
Sameer Khera (DIN: 00009317), both were appointed as Non-Executive Independent
Directors of the Company for a period of 5 (five) years from 23^rd May, 2024 to 22^nd May,
2029 and Board of Directors of the Company is of the opinion that the both the
Independent Directors are honest and they being industrialist, having expertise and
experience in the overall management of the Companies.

During the year under review, Mr. Aditya Patel (DIN: 03292506), President of the
Company and Mr. Nishank Patel (DIN: 05170801), Asst. Vice President of the Company
were appointed as Executive Directors of the Company for a period of five years from
23^rd May, 2024 to 22^nd May, 2029 and Board of Directors of the Company is of the
opinion that both the Executive Directors are honest and are having adequate
experience and expertise in the management of the Company.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 read with
Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI
(LODR) Regulation 2015.

26. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

The Certificate of Non Disqualification of Directors issued by Mrs. Heena Patel,
Practicing Company Secretary pursuant to SEBI (Listing Obligations & Disclosures
Requirements) Regulations, 2015 is attached as Annexure - “D”.

27. PERFORMANCE EVALUATION

The performance evaluation of all the Directors including Independent Directors and the
Board as a whole which includes the Committees thereof was done on 11^th February,
2025 considering various criteria and also seeking inputs from the Directors as per the
Performance Evaluation Policy of the Company.

A separate meeting of Independent Directors was also held on 11^th February, 2025 and
reviewed the performance of Non Independent Directors, performance of the Board as
whole including Committees thereof and performance of the Chairperson of the
Company taking into account the views of Executive and Non-Executive Directors
pursuant to the Performance Evaluation Policy of the Company.

28. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee presently comprises of the Independent Directors viz Shri
Shivinder Singh Chawla, Shri Sameer Khera, Shri Sanjiv Shah and Ms. Reshma Patel.

The Board of Directors of the Company had established the Vigil Mechanism pursuant
to Section 177(9) of the Companies Act, 2013 and Rules made for Directors and
Employees to report their genuine concerns. However, there were no instances reported
to the Chairman of the Audit Committee during the year under review. The Whistle
Blower Policy can be viewed at Company’s website www.dineshmills.com in "Investors”
Section.

29. SHARES:

(a) BUY BACK OF SECURITIES: The Company has not bought back any of its
securities during the year under review.

(b) SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the
year under review.

(c) BONUS SHARES: No Bonus Shares were issued during the year under review.

(d) EMPLOYEES STOCK OPTION PLAN (ESOP): The Company has not provided any
Stock Option Scheme to the employees.

30. EMPLOYEES’ REMUNERATION

The details of the remuneration paid to the employees during the year under review are
given in the Annexure - “E” to this Report pursuant Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014. There is no other employee except shown in
Annexure - E, drawing remuneration in excess of the limit prescribed under Rule 5 of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

31. INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have
been insured.

32. CONTRACTS / ARRANGEMENT WITH THE RELATED PARTIES

During the year under review, the transactions with the Related parties entered in the
ordinary course of business and on Arms’ Length basis which have been approved by
the Audit Committee and Board of Directors of the Company and the details of the same
are given in Note No.38 attached to the Annual Financial Statement and also disclosed
in Form AOC-2 attached as Annexure - “F”.

33. COST RECORDS & COST AUDIT

The Companies (Cost Records & Audit) Rules, 2014 specified by the Central
Government pursuant to Section 148 of the Companies Act, 2013 are not applicable to
the Company as the product manufactured by the Company is not falling under the
Custom Tariff Heading given pursuant to above referred Rules.

34. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) in the preparation of the Annual Accounts for the financial year 2024-2025, the
applicable Accounting Standards had been followed along with the 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 the Companies Act, 2013
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;

(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.

(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.

35. ACKNOWLEDGEMENTS

Your Board of Directors thanks all the stakeholders’ viz. shareholders, customers,
suppliers, bankers, employees for their support during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Sd/-

Place: Vadodara BHARAT PATEL

Date: 30^th May, 2025 CHAIRMAN

DIN: 00039543