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Danish Power Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1711.30 Cr. P/BV 15.91 Book Value (Rs.) 54.61
52 Week High/Low (Rs.) 1316/542 FV/ML 10/300 P/E(X) 29.72
Bookclosure EPS (Rs.) 29.25 Div Yield (%) 0.00
Year End :2025-03 

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 the
National 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

Financial Highlights

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

1. REVIEW OF BUSINESS OPERATIONS
AND STATE OF COMPANY AFFAIRS.

On Standalone Basis
Operations:

The Company achieved its highest-ever revenue of
J
42,496.74 Lakhs, reflecting a robust growth of
27.82% compared to the previous year’s revenue
of J
33,247.67 Lakhs. This significant increase
underscores the Company’s strong operational
performance and continued business momentum.

Profitability

The Company’s EBITDA surged to J8,896.39 lakhs
in the current financial year, up from J5,729.79
lakhs
in the previous year, marking a significant
increase of
55.27%. Similarly, Profit After Tax
(PAT) rose substantially to J
5,833.94 lakhs
from J3,772.13 lakhs, reflecting an impressive
growth of
54.66%. These results underscore the
Company’s robust financial performance and
operational excellence during the year.

Operating and financial performance
Overview

The Company's operating performance was in line
with its strategic business plan, future outlook,
and effective implementation by its leadership
team. Amidst a challenging macroeconomic
landscape marked by raw material price volatility,
the Company achieved its highest-ever revenue,
EBITDA, and PAT, along with improved capacity
utilization of Approx 96% of total Capacity available.

Looking forward, we recognize the immense
potential of the renewable energy sector as a key
driver of India’s sustainable growth. The robust
and increasing demand for clean energy solutions
underscores the nation’s commitment to a greener
future. As the power industry transitions towards
renewable sources, we are strategically positioned
to support this shift by leveraging our expertise and
expanding our capabilities. This growing market
presents significant opportunities for us to contribute
meaningfully to the country’s energy transformation
while strengthening our own growth trajectory.

2. Dividend

The board after considering the financial
performance, profitability and available
distributable surplus for the financial year 2024¬
25, have proposed a dividend of 15% i.e H 1.5
per equity share on face value of H 10/- for the
financial year ended 31st March 2025 aggregating
to H 2,95,37,415. The Dividend distribution policy
of the company has been posted on the website
of 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 from
Danish Private Limited to Danish Power Private
Limited
, and subsequently converted into a public
limited company under the name
Danish Power
Limited
, pursuant to Special Resolution No. 02
passed at the Extra Ordinary General Meeting
held on 8th July 2024. The revised Certificate of
Incorporation was issued on 22nd July 2024.

The Company’s equity shares were listed on the
NSE Emerge Platform on 29th October 2024,
following a successful Initial Public Offering (IPO)
of H197.90 crores, which was
recognised as
India’s largest SME IPO
. The offering received an
exceptional response, being oversubscribed more
than 123 times, led by strong participation from
Retail Investors, Non-Institutional Investors, and
Qualified Institutional Buyers (QIB’s).

4. Operational Efficiency and Capacity
Utilization Overview:

During the year under review, the Company
demonstrated significant improvement in
operational efficiency, achieving a capacity
utilization rate of 96% Approx, as compared to
the previous financial year figure of 81% Approx.
This improvement reflects enhanced production
planning, process optimization, and effective
resource management, in alignment with the
Company's strategic operational goals.

The Company’s order book remains strong
with a value of H 450 Crore, reflecting sustained
demand across core segments. We continue to
follow a selective and margin-conscious approach
to order acquisition, prioritizing projects that
support long-term value creation. This disciplined
strategy ensures efficient resource utilization and
financial stability.

5. "Proposed Capital Expenditure and
Projected Timelines

The Company has outlined a structured capital
expenditure plan to support its long-term growth
strategy and strengthen operational capabilities.
The capex is being executed in two phases, funded
through a combination of IPO proceeds and
internal accruals:

• Phase 1 (Approx. 2500 MVA): Building

construction is substantially complete,
and installation of plant and machinery is
currently in progress. The facility is expected
to become operational by end of
August 2025.

• Phase 2 (Approx. 3000 MVA): Building

structure is undergoing necessary
modifications, while plant and machinery

are under dispatch from suppliers. This

phase is targeted to be operational by end
of
December 2025.

The timely execution of this expansion is integral
to enhancing our production capacity and meeting
future demand effectively.

6. Amount proposed to be transferred to
Reserves:

The company has not transferred any amount to
its 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 business
during the financial year 2024-25

8. Material changes and commitment, if
any affecting the financial position of
the company having occurred since end
of the year and till the date of the report.

i. Shifting of the registered Office.

The company has changed its registered office
from the existing premises at plot DTA 02-07-08
to plot 02-07-08,09 &10 Phase-II, PO Mahindra
World City, Sanganer Jaipur, 302037, Rajasthan.

ii. Cessation and Appointment of Chief
Financial officer:

Mr. Suresh Kalra, Chief Financial Officer (CFO)
of the Company, tendered his resignation from
the said position with effect from 25th April 2025,
citing personal reasons. The Management places

on record its sincere appreciation for his valuable
contributions during his tenure and extends best
wishes for his future endeavours. The intimation
regarding his resignation was duly submitted
to the Stock Exchange within the prescribed
timeline. The Company has Appointed Mr. Anand
Chaturvedi as New Chief Financial officer in its
Board Meeting Held on 08-08-2025.

iii. Rating

CRISIL Limited, a leading credit rating agency
associated with the Company since 2019, has
revised the Company’s credit rating. As per the
rating rationale dated May 8, 2025, the rating
has been upgraded from
CRISIL BBB / CRISIL
A3 to CRISIL BBB / Positive / CRISIL A2
,
reflecting improved creditworthiness and a
positive outlook on the Company’s financial and
operational performance.

iv. Investment in Subsidiary

The Board of Directors, in their meeting held on
August 8, 2025, approved a strategic investment
in wholly-owned subsidiary Danish Transformer
India Private Limited to establish a Sheet Metal
Fabrication facility. This initiative is expected to
strengthen the Company’s backward integration,
improve operational efficiency, and enhance value
creation in transformer manufacturing.

9. CAPITAL STRUCTURE:

Authorised Share Capital:

Authorised share capital of the company increased
to H 25,00,00,000 (Comprising 2,50,00,000 equity
shares of H10 each) from H 1,80,00,000 (Comprising
18,00,000 equity shares of H10 each) in preceding
financial year 2024-25

Issued and Paid-up share capital

The issued and paid-up share capital of the
Company was H1,60,92,900 (comprising 16,09,290

equity shares of H10 each) at the beginning of the
financial year 2024-25.

Bonus Shares

The Company issued 1,28,74,320 bonus equity
shares to its existing shareholders in the ratio
of 8:1, as approved in the Board Meeting held
on 7th June 2024. Pursuant to the allotment of
these bonus shares, the Company’s paid-up share
capital increased from H14,48,36,100 (comprising
1,44,83,610 equity shares of H10 each).

Fresh issue of Equity Shares

The Company issued 52,08,000 fresh equity
shares at an issue price of H380 per share through
an Initial Public Offering (IPO) and got listed on
the NSE Emerge Platform. As a result of this IPO,
the Company’s paid-up share capital increased
to H19,69,16,000, comprising 1,96,91,600 equity
shares of H10 each.

Buy Back of Shares

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

Sweat equity

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

Employees stock option plan

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

10. IPO SUBSCRIPTION

Anchor Allotment:

The bidding for anchor Investor opened and closed on
21st October 2024. The company received 19 Anchor
Investor applications for 17,40,000 Equity Shares.
The Anchor Investor allocation price was finalized
at H 380/- per Equity Shares. A Total of 14,64,000
equity shares were allotted under the Anchor
Investor portion aggregating to H 5563.20 Lakhs.

Subscription Details (other than Anchor Investor)

Details of the Application Received

S.R

Category

No. of
Application

No. of Equity
shares applied

Equity Shares
Reserved

No. of times
Subscribed

1.

Employee

62

42,300

64,500

0.66

2.

Market Maker

1

2,60,700

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

11. Investor Education and Protection Fund

There is no amount of unclaimed dividend/unpaid dividend which is to be transferred to Investor Education
and protection Fund.

12. Constitution of Board:

The company has appointed optimum number of Executive, Non-Executive Director with at least one Women
Director in pursuance of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. As on 31st
March 2025 the company has 7 directors comprising of 1 Wholetime Director, 1 Managing Director, 1 Women
Executive Director, 3 Non-Executive Independent Directors, and 1 Non- Executive Director. The Chairman of
the Board is Executive Director.

13. Directors and Key Managerial Personnel

During the financial year 2024-25, the Company appointed Directors and Key Managerial Personnel (KMP) to
strengthen the Board and executive leadership. The details of such appointments are as follows:

S.R

Name of the Director

Designation

Date of
Appointment

Cessation

1.

Puneet Sandhu Talwar

Executive Director

29.05.2024

2.

Siddharth Chintamani Shah

Non- Executive Director

29.05.2024

3.

Surendra Singh Bhandari

Non -Executive Independent Director

07.06.2024

4.

Pulkit Sharma

Non -Executive Independent Director

16.07.2024

5.

Suresh Kalra

Chief Financial Officer

01.06.2024

25.04.2025

6.

Vimal Chauhan

Company Secretary & Compliance
Officer

02.08.2024

7.

Devendra Bhushan Gupta

Additional Director (Non-executive

13.02.2025

14. Directors Retire by Rotation:

Mrs. Puneet Sandhu Talwar, Executive Director
(DIN: 06928474), of the company is liable to
retire by the rotation at the 39th Annual General
Meeting of the company pursuant to section 152
of the companies Act, 2013, read with Companies
(Appointment and Qualification of Directors) Rule,
2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force)
and being eligible, for re-appointment.

15. Independent Directors:

The Independent Directors of the Company are
appointed for a fixed term in compliance with the
provisions of the Companies Act, 2013 and are
not liable to retire by rotation. Each Independent
Director has provided a formal declaration
affirming compliance with the independence
criteria as laid down under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Additionally, in line with Regulation 25 of the
Listing Regulations, all Independent Directors

have confirmed that no circumstances exist
or are reasonably expected to arise that could
compromise their ability to exercise independent
judgment or discharge their duties in an objective,
unbiased, and effective manner.

16. Regularization of Director as
Independent Director

Mr. Devendra Bhushan Gupta appointed as
additional director in the board Meeting held on
13th February 2025 in Independent Category is to
be regularise in the 39th Annual General Meeting
of the company.

17. Board Meeting

During the year under review, the Company held
20 Board Meetings for the financial year ended
31st March 2025.

S.No.

Date of Board Meeting

1.

09.04.2024

2.

22.05.2024

3.

01.06.2024

4.

07.06.2024

S.No.

Date of Board Meeting

5.

11.06.2024

6.

12.06.2024

7.

04.07.2024

8.

07.07.2024

9.

08.07.2024

10.

11.07.2024

11.

16.07.2024

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.

13.02.2025

18. Company’s Policy on Directors’
appointment and remuneration

In accordance with the provisions of Section
178(3) of the Companies Act, 2013, the Policy of
the Company relating to the appointment and
remuneration of Directors, including the criteria
for determining their qualifications, positive
attributes, and independence, as well as other
matters related thereto. The Policy has been posted
on the website of the Company.
https://www.
danish.co.in/corporate-governance-policies/

19. ANNUAL EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board of Directors is required to carry out an
annual evaluation of its own performance, that of
its committees, and individual Directors.

For this purpose, the Company developed
a structured framework incorporating key
evaluation parameters, including a detailed
questionnaire covering various aspects of the
Board’s functioning, composition, culture,
governance practices, and the performance of

specific duties and responsibilities. Our company
has prepared the policy to carried out annual
evaluation of performances of Board, committees
and individual Directors. The policy is posted on
the website of the company.
https://www.danish.
co.in/corporate-governance-policies/

20. COMMITTEES

In compliance with the provisions of the Companies
Act, 2013, the Company has duly constituted
all mandatory Committees, including the Audit
Committee, Nomination and Remuneration
Committee, Stakeholders Relationship

Committee, and Corporate Social Responsibility
(CSR) Committee. These Committees have
been appropriately composed with a balanced
representation of Executive and Non-Executive
Directors, to uphold the standards of corporate
governance in letter and spirit.

1. Audit Committee:

The company has constituted Audit Committee
pursuant to section 177 of the Companies Act,
2013 comprising of 3 members which include Non¬
Executive Independent Director and Executive
Director. Role of Audit Committee as specified
section 177 of the Companies Act, 2013 read with
Rule 7 of Companies (Meetings of Board and its
Powers) Rules, 2014 and regulation 18 of the SEBI
(LODR) Regulations, 2015. The primary objective
of the Audit Committee is to monitor and provide
effective supervision of the Management’s financial
reporting process with the view to ensure accurate,
timely and proper disclosures and transparency,
integrity and quality of financial reporting.

Member and Chairperson:

During the financial year ended 31st March 2025,
the Audit Committee comprised of 3 directors
out of whom 2 directors are Non- Executive &
Independent Directors namely Mr. Surendra
Singh Bhandari, Mr. Devendra Bhushan Gupta
and 1 (one) Executive Director namely Mr, Shivam
Talwar. The chairman of the committee is an
Independent 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

Designation

Category

No. of Meeting
held/attended

1.

Mr. Surendra Singh Bhandari

Chairman

Non-executive Independent Director

3/3

2.

Mr. Devendra Bhushan Gupta

Member

Additional Director (Non Executive
Independent Director)

3/1

S.

No.

Name of the Member

Designation

Category

No. of Meeting
held/attended

3,

Mr, Siddharth Chintamani Shah*

Member

Non-executive

3/2

4,

Mr, Pulkit Sharma*

Member

Non-executive Independent Director

3/1

5,

Mr, Shivam Talwar

Member

Executive Director

3/1

* Mr, Pulkit Sharma and Mr, Siddharth Chintamani Shah have resigned from the Audit Committee. In their place, Mr, Devendra Bhushan
Gupta, Independent Director, and Mr, Shivam Talwar, Executive Director, have been appointed in the committee meeting held on

13th February 2025,

2. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee (CSR Committee) constituted to formulate and recommend to
the Board a Corporate Social Responsibility Policy, recommend the amount of expenditure to be incurred on
CSR activities, and monitor the implementation of the CSR Policy in accordance with the provisions of Section
135 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,

S.

Name of the Member

No.

Designation

Nature of Directorship

No. of Meeting
held/attended

1, Mr, Shivam Talwar

Chairman

Executive Director

1/1

2, Mr, Surendra Singh Bhandari

Member

Non-executive Independent Director

1/1

3, Mrs, Puneet Sandhu Talwar

Member

Executive Director

1/1

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in
Annexure-1, of this report in the
format prescribed in the Companies (Corporate Social Responsibility policy), Rules 2014,

3. Stakeholder’s Grievances and Relationship Committee
Member and Chairperson:

The company has constituted Stakeholder’s Grievances and Relationship Committee pursuant to section
178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 to ensure the effective redressal of the grievances of the security holders of
the Company, The Committee comprising of 3 members which include Non-Executive Independent Directors
and Executive Director,

S.

No.

Name of the Member

Designation

Category

No. of Meeting
held/attended

1,

Mr, Surendra Singh Bhandari

Chairman

Non-executive Independent Director

1/1

2,

Mr, Devendra Bhushan Gupta

Member

Additional Director (Non Executive
Independent Director)

1/1

3,

Mrs, Puneet Sandhu Talwar

Member

Executive Director

1/1

Complaint

Details of the investors grievances as on 31st
March 2025 is as under:

a) Number of shareholders’ complaints
received during the financial year ended 31st
March, 2025: 11

b) Number of complaints not solved to the
satisfaction of shareholders: NIL

c) Number of pending complaints pending as on
31st March, 2025: Nil

Name & Designation of Compliance officer

Mr, Vimal Chauhan, Company Secretary is the
compliance Officer of the company and can be
contacted at plot 02-07,08, 09 & 10 Phase-II, PO
Mahindra World City, Sanganer Jaipur, 302037,
Rajasthan, Email:
cs@danish,co,in for any
stakeholder’s query/complaint,

4. Nomination and Remuneration Committee:

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has duly constituted the Nomination and
Remuneration Committee (NRC Committee) to identify and recommend suitable candidates for appointment
as Directors and in senior management, formulate criteria for their qualifications and independence, and
recommend a remuneration policy for Directors, Key Managerial Personnel, and other employees. The
Committee also reviews Board performance and ensures alignment of the remuneration policy with the
Company’s objectives and statutory requirements.

The Committee comprising of 3 members which include Non-Executive Independent and Non-Executive
Directors. the company held one (1) meeting of NRC Committee.

S.

No.

Name of the Member

Designation

Category

No. of Meeting
held/attended

A.

Mr. Pulkit Sharma

Chairman

Non-executive Independent Director

1/1

B.

Mr. Surendra Singh Bhandari

Member

Non-executive Independent Director

1/1

C.

Mr. Siddharth Chintamani Shah

Member

Non-executive

1/0

21. AUDITOR

Statutory Auditors

The Statutory Auditors, M/s H.C. Bothra &
Associate, Chartered Accountants, Jaipur (Firm
Registration No. 008950C) was appointed as
Statutory Auditors of the company to hold office
from the conclusion of 38th Annual general Meeting
till the conclusion of 43rd Annual general Meeting
of the Company. The Company has received the
consent from the Auditors and confirmation to the
effect that they are not disqualified to be appointed
as the Auditors of the Company in the terms of
the provisions of the Companies Act, 2013 and the
Rules made thereunder.

The statutory Auditor’s report on the financial
statement of the company for the financial year
ended 31st March 2025 issued by M/s H.C.
Bothra & Associate, Chartered Accountants,
Jaipur (Firm Registration No. 008950C) does not
contain any qualification, reservation, adverse
remark or disclaimer.

Cost Auditors

In compliance of section 148 of the Companies
Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014 and on the recommendation
of the Audit Committee, the Board of Directors
has appointed M/s Maharwal & Associates, Cost
Accountant, (FRN: 101556) as Cost Auditor to
conduct audit of the cost records maintained for
financial year 2024.25. The Cost Audit report for
the financial year ended 31 March, 2025 is to be
filed within 180 days from 31 March, 2025.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act,
2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Board had appointed Ms. Harleen Kaur,
Practicing Company Secretary, to conduct the
Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report for FY 2024-25 is
annexed hereto as
Annexure-2.

Further, based on the recommendation of the
Board of Directors, it is proposed to re-appoint
Ms. Harleen Kaur, Practicing Company Secretary
(Unique Identification No.: P2000GJ013500), as
the Secretarial Auditor of the Company from the
conclusion of the 39th Annual General Meeting (AGM)
until the conclusion of the 44th AGM, in accordance
with Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and Section 204 of the Companies Act, 2013, subject
to shareholders’ approval at the 39th AGM.

The proposed Secretarial Auditor has furnished
her written consent and confirmed her eligibility
and non-disqualification under the applicable
provisions of the Companies Act, 2013 and SEBI
Listing Regulations.

Internal Auditors

Board has appointed M/s R. Sogani & Associates,
Chartered Accountants as Internal Auditor of the
company for the financial year 2024-25 to fulfil casual
vacancy arise due to resignation of existing Internal
Auditor M/s. Renu Agrawal & Associates, Chartered
Accountants Jaipur, (Firm Registration No. 029842C).

The Board is proposed to be appointed M/s R. Sogani & Associates, Chartered Accountants as Internal
Auditor 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.

22. Remuneration- Employees & Directors

Disclosure under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Details relating to the percentage increase in remuneration of each Director, Chief Financial Officer, and
Company Secretary, the ratio of each Director’s remuneration to the median employee remuneration, for
FY 2024-25 are provided below.

S.

No.

Name of Director/KMP

Designation

%increase/
decrease in
remuneration
in the financial
year 2024-25

Ratio of

remuneration of each
director to median
remuneration/of
employees

1.

Mr. Dinesh Talwar

Chairman & Whole
time Director

91.26%

203.89:1

2.

Mr. Shivam Talwar

Managing Director

-15.66%

164.42:1

3.

Mrs. Puneet Sandhu Talwar

Executive Director

467.90%

32.89:1

4.

Mr. Vimal Chauhan w.e.f 2nd
August 2024

Company

Secretary

NA

5.

Mr. Suresh Kalra, w.e.f. 1st June,
2024

CFO

NA

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 worker
in the company.

4. Average percentage Increase made in the salaries of employees other than the managerial personnel
in the last financial year i.e. 2024-25 was 16.80%% whereas the increase in the managerial
remuneration for the same financial year was 9.80%.

5. The remuneration has been paid in accordance with the Company’s Remuneration Policy for
Directors, Key Managerial Personnel, and other Employees.

6. There are no employees in the company (in terms of Remuneration) who has drawn the salary
as specified in Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

7. Remuneration of Other Employees (Top 10 Employees):

S.

No.

Name of
Employee

Designation /
Department

Nature of
employment
— whether

contractual or

otherwise

Qualification

Expe¬

rience

Date of
commence¬
ment of
employment

Age

Whether
employee is
relative of any
director of the
Company

1

MITESH

KUMAR

Head - Design

PERMANENT

B.TECH

30

07/08/2020

47

No

2

BHANWAR

SINGH

SHEKHAWAT

General Manager
- Production

PERMANENT

DIPLOMA

B.TECH

31

06/09/1994

53

No

S.

No.

Name of
Employee

Designation /
Department

Nature of
employment
— whether

contractual or

otherwise

Qualification

Expe¬

rience

Date of
commence¬
ment of
employment

Age

Whether
employee is
relative of any
director of the
Company

3

SURESH

KALRA

CFO-Finance &
Accounts

PERMANENT

CA, CS

41

03/06/2024

65

No

4

AKHILESH

DIXIT

Deputy General
Manager-Sales &
Marketing

PERMANENT

MBA (MKT)

21

01/01/2011

44

No

5

GIRDHARI
LAL VERMA

Deputy General

Manager-QC

&Testing

PERMANENT

B.SC ITI

31

17/06/1994

55

No

6

SURYA LAL
MISHRA

Head-Quailty

PERMANENT

BSC B.TECH
MBA

51

01/12/2014

73

No

7

SHIVRAJ

SINGH

NARUKA

Deputy General

Manager-

Production

PERMANENT

GRADUATE

35

01/12/1992

58

No

8

SURENDRA

KUMAR

YADAV

Deputy General

Manager-

Purchase

PERMANENT

MA B.COM

33

18/10/1993

54

No

9

RAJAT
KUMAR JAIN

Assistant General
Manager-Finance
& Accounts

PERMANENT

CA FINAL

10

01/05/2021

32

No

10

NAWAL

CHAND

HATHIWAL

Sr. Engineer- CRP
& SAS

PERMANENT

DIPLOMA

(ELECTRICALS)

28

01/05/2000

50

NO

Remuneration received by Managing/
Whole time Director from subsidiary
company

None of the Directors, including the Managing
Director and Whole-Time Director of the company
have received any remuneration or commission
from subsidiary companies during the financial
year ended 31st March 2025.

23. Director’s Responsibility Statements

Section 134(5) of the Companies Act, 2013 requires
the Board of Directors to provide a statement to
the members of the Company in connection with
maintenance of books, records, preparation of
Annual Accounts in conformity with the accepted
accounting standards and practices followed by
the Company. Pursuant to the foregoing, and on
the basis of representations received from the
Operating Management, and after due enquiry, it
is confirmed that:

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 judgements 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.

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

24. Internal Financial Controls

The Company has an effective internal control
and risk management system, aligned with its size
and operational complexity, which is periodically
reviewed and strengthened through revised
standard operating procedures.

The management assessed the effectiveness of
internal financial controls as of 31st March 2025
and confirmed that no material weaknesses in
design or operation were observed. While inherent
limitations exist in any internal control framework,
regular audits and reviews are conducted to
ensure continued effectiveness.

The internal audit function, entrusted to M/s
R. Sogani & Associates, Chartered Accountants,
focuses on testing controls, risk appraisal, and
benchmarking with industry best practices.
The Audit Committee reviews the adequacy and
performance of internal controls, with significant
findings and corrective actions periodically
reported. To ensure objectivity, the internal audit
function reports directly to the Chairman of the
Audit Committee.

25. Human Resource Development

Human Resource Development (HRD) plays a
pivotal role in enhancing workforce capabilities
in the power sector, especially amid rapid
advancements in renewable energy, automation,
and digitalization. Companies are focusing on
upskilling through targeted training in technical
areas, leadership, and cross-functional roles.

Special emphasis is placed on health and safety
training to ensure a secure, compliant, and
responsible work environment, particularly in
high-risk operational areas. During the financial
year, the Company organized a series of awareness
and training sessions across various departments,
focusing on the holistic development and well¬
being of employees. Key initiatives included:

• Awareness Programme on Energy
Conservation:
Training on energy-saving
techniques and best practices to promote
sustainable operations.

• Waste Management Workshops: Sessions
conducted to educate employees on
efficient waste disposal and environmental
responsibility.

• Health Camps: Medical check-ups organized
at all manufacturing units for routine health
screening of staff and workers.

• Team Building Activities: Engagement
initiatives aimed at fostering collaboration,
team spirit, and a positive work culture.

• ESG & DEI Awareness Sessions: Training
on Diversity, Equity, and Inclusion; business
responsibility in sustainability reporting
as mandated by SEBI; and familiarization
with the National Guidelines on Responsible
Business Conduct (NGRBC).

EMPLOYEES

During the year under review, industrial relations
remained harmonious and satisfactory. The Board
of Directors expresses its sincere appreciation to
all employees for their dedication, commitment,
and invaluable contributions to the continued
progress and success of the Company.

As on 31st March, 2025, the Company employed a
total of 498 personnel, comprising 454 permanent
employees and 44 contractual staff. During the
financial year, 193 new employees were appointed,
while 100 employees resigned

26. General Meeting

During the preceding financial year, company has conducted following General Meeting.

S.

Particulars

NO.

2024-25

2023-24

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) of
Secretarial Standard-1 (SS-1) the Company is in
compliance of applicable Secretarial Standards.

28. Disclosure Under the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013

The Company has duly complied with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013, including the constitution of the
Internal Complaints Committee. The Company
maintains a zero-tolerance policy towards sexual
harassment and ensures strict adherence to the
law in both letter and spirit.

The details of Sexual Harassment Complaints
received and their treatment during the year
are as follows:

1. Number of Complaints of sexual harassment
received in the year: Nil

2. Number of complaints disposed
during the year: N.A

3. No. of cases pending for more than
ninety days: N.A

4. No. of workshops or awareness programme
against sexual harassment carried out: None

5. Nature of action taken by the employer or
District officer: N.A

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

The information on conservation of energy
technology absorption and foreign exchange
earnings and outgo is annexed as
Annexure-3
which forms an integral part of this Board’s Report.

30. VIGIL MECHANISM/WHISTLE BLOWER
POLICY

The Board has constituted the vigil Mechanism/
Whistle blower policy pursuant to Section 177 of
the Companies Act, 2013 with a view to provide
a mechanism for employees of the Company to

approach the Audit Committee of the Company and
protected disclosure to the management instances
of unethical behaviour, actual or suspected fraud
or violation of the Code of Conduct. The policy
protects the Whistle Blower wishing to raise a
concern about serious irregularities within the
Company. The policy is uploaded on the website
of the company’s website and can be accessed
at 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 aligned
to the requirement to the requirement of section 135
of the companies act, 2013. The brief Outline of the
CSR Policy of the company, CSR Committee and
the initiatives undertaken by the company on CSR
activities during the year are set out in
Annexure-1
of the report as prescribed in the companies
(Corporate Social Responsibility Policy) Rules, 2014.

32. MATERIAL ORDERS OF JUDICIAL
BODIES /REGULATORS

During the year, no significant and material
order passed by any Regulator, court, Tribunal,
Statutory and quasi-judicial body, impacting
the going concern status of the company and its
future operations.

33. ANNUAL RETURN

The Annual Return filed pursuant to Section 92
of the Companies Act, 2013 in Form MGT-7 for
the financial year 2023-24 is available on the
website of the Company and can be accessed at
www.danish.co.in.

34. SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATES COMPANIES

The Company operates two wholly-owned
subsidiaries, Evernest Shelter Private Limited and
Danish Transformer India Private Limited.

The Company acquired the entire 20,90,100
equity shares with a nominal value of H 10 each
of Evernest Shelter Private Limited, along with all
18,81,000 Cumulative Convertible Debentures
(CCDs) of face value H10 each, thereby resulting in
its status as a wholly-owned subsidiary of Danish
Power Limited.

There is no other company which have ceased to be
subsidiaries associate or joint Ventures company
during the year.

A Statement containing the silent features of
the financial statement of subsidiary Companies
pursuant 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 joint
Venture company.

35. DEPOSITS

The Company has not accepted any deposit during
the financial year 2024-25.

36. PARTICULARS OF LOANS,

GUARANTEES AND INVESTMENTS

During the financial year, the Company has
not made any loan, given any guarantee, or

provided any security or investment as covered
under the provisions of Section 186 of the
Companies Act, 2013.

37. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES-

The company has entered into contracts, the
Company entered into any contract/ arrangement/
transaction with related parties under section
188. Therefore, the disclosure of related party
transactions as required under Section 134(3)(h)
of the Act in Form No. AOC-2 is applicable to the
Company for F.Y.2023-24 and hence the same is
attached herewith as an
Annexure-5

38. UTILISATION OF PROCEEDS OF FUND

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 FY
2024-25 are as follows:(Amount in Lakhs)

S.

No.

Amount to be utilised

Amount

Amount

Item Head

during the financial

Utilised during

Unutilised

year as per prospectus

the year

during the year

1.

Funding Capital Expenditure

3699.47

1154.00

2545.70

2.

Working Capital Requirement

5500.00

3890.00

1610.00

3.

General Corporate Purpose

1000.00

993.00

7.00

4.

Repayment of certain Borrowings availed

2000.00

2000.00

0.00

The Company remains committed to deploying such unutilized amounts in subsequent financial years
towards the stated Objects as per the offer document. This approach ensures optimal and timely utilization
of funds in alignment with the Company's strategic objectives and growth plans.

39. OTHER DISCLOSURES

A. Details of non-compliance by the Company,
penalties and strictures imposed on the
Company by the Stock Exchanges or SEBI
or any Statutory Authorities or any other
matter related to capital markets during
the financial year.

During the financial year, a penalty of H10,000 was
imposed on the Company by the stock exchange
due to a delay in furnishing prior intimation
regarding a Board meeting conducted post-IPO.
The Company has submitted its explanation to the
exchange in this regard.

B. Disclosure on materially significant
related party transactions:

There was no materially significant related party
transaction during the year having potential
conflict with the interest of the Company.
Further, the policy on Related Party Transactions
duly approved by the Board of Directors of
the Company has been posted on the website
of the Company.

C. Details of Compliance with Mandatory
Requirements

The Company has complied with all applicable
mandatory requirements as prescribed under the
relevant provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

D. Confirmation Regarding Independence of
Directors

Based on the declarations submitted by the
Independent Directors at the beginning of the
Financial Year 2024-25, the Board hereby certifies
that all Independent Directors appointed by the
Company meet the conditions specified under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and are
independent of the management.

40. ACKNOWLEDGEMENT & APPRECIATION

The Board gratefully acknowledges the unwavering
commitment and support of employees and
key stakeholders, including banking partners,
shareholders, and government authorities,
which have been instrumental to the Company’s
sustained growth.

For and on behalf of Board of Directors
Danish Power Limited

Mr. Dinesh Talwar

Place - Jaipur Chairman & Wholetime Director

Date-08-08-2025 DIN: 00183525


 
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