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 J42,496.74 Lakhs, reflecting a robust growth of 27.82% compared to the previous year’s revenue of J33,247.67 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 J5,833.94 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
|