Your Directors have the pleasure in presenting the 4^th Annual Report of your company along with the
Audited Financial Statements for the Financial Year ended on March 31 2025. Further, in compliance with
the Companies Act, 2013, the company has made all requisite disclosures in the Board Report with the
objective of accountability and transparency in its operations and to make you aware about its performance
and future perspective.

SUMMARY OF FINANCIAL PERFORMANCE

The Company’s financial performance, for the period ended 31^st March 2025, is summarized below:

(Figures in Rs.)

REVIEW OF OPERATIONS AND STATEMENT OF COMPANY’S AFFAIRS

The Company has been engaged in the business of wholesale trading and import-export of all kinds of
hardware tools.

TRANSFER TO GENERAL RESERVES

The Company has earned a good amount of profit during the year, and the management has not
transferred any amount to reserves.

RECOMMENDATION OF DIVIDEND

Keeping in view of the growth prospects of the company, the Board has not recommended any dividend
for the equity shares for the said year. However, as per the terms of issuance and as statutorily required
under the provisions of the Act, the company has already made provisions of Rs. 15,000 for payment
towards dividends to preference shareholders.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the company.

There were no material changes and commitments, affecting the financial position of the Company which
has occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has aligned its current systems of internal financial control with the requirement of the
Companies Act, 2013. The Internal Control - Integrated Framework (the 2013 framework) is intended to
increase the transparency and account ability in an organization’s process of designing and implementing a
system of internal control. The framework requires a company to identify and analyze risks and manage
appropriate responses. The company has successfully laid down the frame work and ensured its
effectiveness.

The company’s internal controls are commensurate with its size and the nature of its operations. These
have been designed to provide reasonable assurance with regard to recording and providing reliable
financial and operational information, complying with applicable statutes, safeguarding assets from
unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate
policies. The company has a well-defined delegation of power with authority limits for approving contracts
as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have
been laid down. It has continued its efforts to align all its processes and controls with best practices.

Gautam Sehgal & Co., the statutory auditors of the company, have audited the financial statements
included in this report and have issued an attestation report on the company’s internal control over
financial reporting (as defined in section 143 of the Companies Act, 2013).

Based on the framework of internal financial controls and compliance systems established and maintained
by the Company, work performed by the internal, statutory and secretarial auditors and the reviews
performed by management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company’s internal financial controls were adequate and effective during the
financial year 2024-2025.

PUBLIC DEPOSITS

During the year under review, the company has not accepted any deposit under Section 73 of the
Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

LISTING INFORMATION AND STATEMENT PURSUANT TO LISTING AGREEMENT

The Equity Shares of the Company continue to be listed with the NSE EMERGE Platform and in
dematerialized form. The Annual Listing fee for the year 2024-25 has been paid.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and the rules framed thereunder,
M/s. Gautam Sehgal & Co., Chartered Accountants (Firm Reg. No. 015736N), were appointed as the first
statutory Auditors of the Company by the Board of Directors in its board meeting held on 20^th August,
2021, till the conclusion of first AGM, since its incorporation at such remuneration as may be mutually
agreed.

Further, the Company approved the appointment of M/s. Gautam Sehgal & Co., Chartered Accountants
(Firm Reg. No. 015736N), Statutory Auditors, in the first AGM, for a period of five financial years, i.e. from
the conclusion of the 01^st (First) Annual General Meeting (AGM) till the conclusion of 06^th (Sixth) AGM to
be held in the financial year 2027.

Thereafter, there has been no change in the Auditors during the period under review.

Auditor’s Report

The Auditor’s Report for the financial year ended 31^st March 2025, does not contain any qualification,
reservation or adverse remarks. All observations made in the Independent Auditors’ Report and notes
forming part of the Financial Statements are self-explanatory and do not call for any further comments and
also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the
Companies Act, 2013 during the year under review.

The Auditor’s report is enclosed with the financial statements in this Director’s Report.

Secretarial Auditor

The Company had appointed Mr. Shashank Kumar (CP No. 19693) as the Secretarial Auditor of the
Company for the Financial Year 2024-25 as per the provisions of Section 204 of the Companies Act,
2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The report of the auditor is marked as Annexure-6 of this annual report.

Internal Auditor

The company had appointed M/s. SSAG & Associates, Chartered Accountants (FRN: 016060N), as the
Internal Auditors of the Company for the financial year 2024-25.

MAINTENANCE OF COST RECORDS

The Directors state that the overall turnover of the company does not exceed the limit prescribed for
maintenance of Cost Records as specified by the Central Government under Section 148(1) of the
Companies Act, 2013; accordingly, such accounts and records are not made and maintained by the
Company.

SHARE CAPITAL

Authorized Capital

During the year under review, the authorized capital is INR 30,00,00,000/- divided into 1,00,00,000 Equity
Shares of INR 10/- each; and 20,00,000 0.01% Preference shares of INR 100/- each.

Paid-up Capital

As on 31^st March 2025, the company’s Paid-up capital stood as follows:

Upto the date of approval of this report, the company has approved the redemption of 10,00,000
preference shares and the same was approved by the Registrar of Companies on 13^th May, 2025. Post
redemption of the preference shares, the company has the following capital structure:

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, read with Section 134(3)(a) and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website
of the Company at www.deneerstools.com.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read
with Rule 8(3) of Companies (Accounts) Rules, 2014, are annexed herewith at “Annexure-1”.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the year under review, there were no such significant and material orders passed by the regulators,
courts, tribunals impacting the going concern status and Company’s operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act,
2013 and applicable SEBI Regulations. The company has the following composition of Directors on its
Board:

Mr. Kanav Gupta (DIN: 06802701) retires by rotation and, being eligible, offers himself for re-appointment.
A resolution seeking shareholders’ approval for his re-appointment, along with other required details, forms
part of the Notice.

Chief Financial Officer

During the year under review, there was no change in the CFO, and Mr. Kanav Gupta, Whole-Time
Director, continued to act as the Chief Financial Officer (CFO) of the company w.e.f. 28^th July, 2021.

Company Secretary & Compliance Officer

During the year under review, there was no change in the Company Secretary & Compliance Officer.
DECLARATION BY THE INDEPENDENT DIRECTOR

Every Independent Director, at the first meeting of the Board in which he/ she participates as a Director
and thereafter at the first meeting of the Board in every financial year, gives a declaration that he / she
meets the criteria of independence as provided under the law and that he / she is not aware of any

circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his /
her ability to discharge his / her duties with an objective independent judgement and without any external
influence.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act and are
independent of the management

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES
AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees,
and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on
the basis of criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc.

In a separate meeting of independent directors, the performance of non-independent directors, the Board
as a whole and the Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination
and Remuneration Committee, the performance of the Board, its Committees, and individual directors was
also discussed. Performance evaluation of independent directors was done by the entire Board, excluding
the independent director being evaluated.

NUMBER OF MEETINGS OF THE BOARD

During the year the Board of Directors duly met Fourteen times on 15^th April 2024; 11^th May 2024; 15^th
June 2024, 22^nd July 2024, 20^th August 2024; 06^th September 2024; 15^th October 2024; 10^th November
2024, 22^nd December 2024; 21^st January 2025, 15^th February 2025, 28^th February 2025, 10^th March 2025
and 26^th March 2025.

In respect of which notices were given and the proceedings were recorded and signed. The intervening
gap between any two meetings did not exceed one hundred and twenty days.

COMMITTEES OF THE BOARD AND THEIR MEETINGS

During the reporting period the company has following Board Committees details of which are as follows:

(i) Audit Committee:

Extract of terms of reference:

The Committee is constituted in line with the provisions of Section 177 of the Act.

a) Oversight of financial reporting process.

b) Reviewing with the management, the annual financial statements and auditors’ report there on before
submission to the Board for approval.

c) Evaluation of internal financial controls and risk management systems.

d) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
Category & Composition:

The committee was duly constituted on 06^th June, 2022:

Meetings:

During the Financial Year under review, four meetings of the committee were held on 11^th May 2024, 20^th
August 2024, 10^th November 2024 and 10^th January 2025.

(ii) Nomination and Remuneration Committee (NRC):

Extract of terms of reference:

The Committee is constituted in line with the provisions of Section 178 of the Act.

a) Recommend to the Board the setup and composition of the Board and its Committees.

b) Recommend to the Board the appointment/re-appointment of Directors and Key Managerial
Personnel(s).

c) Support the Board and Independent Directors in evaluation of the performance of the Board, its
Committees and individual Directors.

d) Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial
Personnel as well as the rest of employees.

e) Oversee familiarization programs for Directors.

Category & Composition:

The committee was duly constituted on 06^th June, 2022:

Meetings:

During the Financial Year under review, four meeting of committee was held on 11^th May 2024, 20^th
August 2024, 10^th November 2024 and 10^th January 2025.

(iii) Stakeholders’ Relationship Committee(“SRC”)

Extract of terms of reference:

The Committee is constituted in line with the provisions of Section 178 of the Act.

a) Consider and resolve the grievances of security holders.

b) Consider and approve issue of share certificates, transfer and transmission of securities, etc.

Category & Composition:

The committee was duly constituted on 06 June, 2022:

Meetings:

During the Financial Year under review, one meeting of the committee was held on 10^th January 2025.
CORPORATE GOVERNANCE

Your Company provides utmost importance to best Governance Practices and is designated to act in the
best interest of its Stakeholders. Better Governance practice enables the company to introduce more
effective internal controls suitable to the changing nature of business operations, improve performance and
also provide an opportunity to increase Stakeholders’ understanding of the key activities and policies of the
organisation.

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 being a company listed on the SME
platform. Since your Company is listed on the SME platform of the National Stock Exchange of India

Limited, it is not required to file the Corporate Governance Report to the Stock Exchange and hence, it
has not provided the Corporate Governance Report as part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors

of the Company shall hold at least one meeting in a financial year, without the attendance of non¬

independent directors and members of the Management.

During the year, the independent directors met once on 20.03.2025. At the meeting, the independent
directors discussed, among other matters, the performance of the Company and risks faced by it, the flow
of information to the Board, competition, strategy, leadership strengths and weaknesses, governance,
compliance, Board movements, succession planning, human resources matters and the performance of the
executive members of the Board, and the Chairperson.

The Board is satisfied with the integrity, expertise and experience (including the proficiency) of the
independent directors and their contributions towards the enhancement of operations of the Company.

During the year under review, the Independent Directors met on 20.03,2025, inter alia, to:

a. Review the performance of the Non- Non-Independent Directors and the Board of Directors as a whole.

b. Review the performance of the Chairperson of the Company, taking into the account of the views of

the Executive and Non-Executive Directors.

c. Assess the quality, content and timeliness of the flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

RISK MANAGEMENT

The Company has put in place the Risk Management System (“RMS”) as a part of its transformation
agenda. RMS incorporates an integrated framework for managing risks and internal controls. The internal
financial controls have been documented, embedded and digitised in the business processes. Internal
controls are regularly tested for design, implementation and operating effectiveness. RMS is enabled
through extensive use of technology to support the risk management processes, ensure the ongoing
effectiveness of internal controls in processes, and compliance with applicable laws and regulations.

The Compliance Function ensures compliance activities related to the Financial, Operational and People
Management Systems of the various group entities. This includes various statutes such as industrial and
labour laws, taxation laws, corporate and securities laws, health, safety and environmental laws, etc. The
ongoing effectiveness of compliance management activities is reviewed independently by the Group Audit
Function.

The combination of independent governance, assurance and oversight structures, combined with automated
risk management, controls and compliance monitoring, ensures robustness and integrity of financial
reporting, management of internal controls and ensures compliance with statutory laws, regulations and
company’s policies. These provide the foundations that enable optimal use and protection of assets,
facilitate the accurate and timely compilation of financial statements and management reports.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Company has formulated a Whistle
Blower Policy for a vigil mechanism of Directors and employees. The mechanism provides for adequate
safeguards against victimization of employees and Directors who use such a mechanism and makes
provision for direct access to the chairman of the Audit Committee in exceptional cases. The company
believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and
provides such kind of environment to its employees and directors and always encourages its team to
follow such standards in their activities. The directors, employees and other team members are free to
report on the issues which require genuine concern. Audit Committee of the Board of Directors has the
responsibility to review the functioning of vigil mechanism and the same has been performed by the
committee periodically.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability,
confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed, and
there are no material departures.

b) They have 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 of the Company for that period;

c) They have 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) They have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

The Board in its board meeting held on 13^th March 2024, approved the incorporation/establishment of a
subsidiary in Dubai, United Arab Emirates, with the name as Deneers Tools Trading LLC.

A report on the performance and financial position of the Company’s subsidiaries and the contribution
made by these entities, as included in the consolidated financial statements, is presented in Form AOC-1,
which is attached to this Report as Annexure-7. Additionally, a detailed update on the business operations
of the Company’s key operating subsidiaries is provided in the Management Discussion and Analysis
(MD&A) section, which forms an integral part of this Annual Report.

In accordance with the provisions of Section 136 of the 7Companies Act, 2013, the audited financial
statements and other related documents of the subsidiary companies are not annexed with the standalone
financial statements of the Company. However, the complete set of financial statements, including those of
subsidiary and associate companies, is available on the Company’s website at www.deneerstools.com for
inspection by shareholders and stakeholders.

PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS

During the year under review, the company has not given any loans, investment made, guarantees given
and security provided under section 186 of the Companies Act, 2013. However, relevant disclosures, if
any, are provided in the notes to the financial statement.

HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employees.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of
the Company.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the provisions relating to the transfer of funds to the Investor Education and
Protection Fund does not apply to the Company.

DISQUALIFICATIONS OF DIRECTORS

During the financial year 2024-2025 under review the Company has received Form DIR-8 from all Directors
as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is
disqualified to hold office as per provision of Section 164(2) of the Companies Act, 2013 and debarred
from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of
SEBI letter dated 14^th June, 2018 and NSE circular dated 20th June 2018 on the subject “Enforcement of
SEBI orders regarding appointment of Directors by Listed Companies”.

The Directors of the Company have made necessary disclosures, as required under various provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGING DIRECTOR AND CFO CERTIFICATE

The Chairman and Managing Director and the Chief Financial Officer also give certification on the financial
results while placing the financial results before the Board in terms of Regulation 33(2) of Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The annual
certificate given by the Chairman and Managing Director and the Chief Financial Officer is placed before
the board.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and
forms a part of the Annual Report is annexed as Annexure-2.

PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of Section197(12) of the Act read with Rules5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of
the top ten employees in terms of remuneration drawn and names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said Rules. Annexure-3.

SEXUAL HARASSMENT

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition& Redressal) Act, 2013 (“POSH Act”), along with the Rules made thereunder, the Company has
in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of
women at the workplace.

The Company has constituted Internal Committee(s) (“ICs”) to redress and resolve any complaints arising
under the POSH Act. Training/awareness programs are conducted throughout the year to create sensitivity
towards ensuring a respectful workplace.

The Company is committed to providing a work environment which ensures that every employee is treated
with dignity, respect and afforded equal treatment. No complaint was reported during the year under
review.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS

During the year, no such settlement was taking place.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions entered during the financial year under review are disclosed in the Financial
Statements of the Company for the financial year ended March 31, 2025 as required under Accounting
Standard-18. These transactions entered were at an arm’s length basis and in the ordinary course of
business. There were no materially significant related party transactions with the Company’s Promoters,
Directors, Management or their relatives, which could have had a potential conflict with the interests of the
Company. Form AOC-2, containing the details of contracts and arrangements with related parties, is
enclosed herewith as Annexure-4 as per applicable provisions of the Companies Act, 2013.

The details of the transactions with related parties are included in the notes to the accompanying financial
statements.

CORPORATE SOCIAL RESPONSIBILITY

The company had carried out the CSR activities as mandated by the law. The CSR initiatives undertaken
during the financial year 2024-25 and the Annual Report on CSR activities as required by the Companies
(Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure-5 to this Report. Since the
amount required to be spent during the year was less than Rs. 50 Lakhs, the responsibilities of the CSR
committee were discharged by the Board.

SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the
other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)as and when
they are made mandatory.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct and Our Code (the Codes) applicable to
the Directors and employees. The Codes give guidance and support needed for the ethical conduct of
business and compliance of law.

The Codes reflect the core values of the Company viz. Customer Value, Ownership Mindset, Respect,
Integrity, One Team and Excellence. A copy of the Code of Conduct and Our Code is available on the
website of the Company at www.deneerstools.com.The Codes have been circulated to the Directors and
Senior Management Personnel and its compliance is affirmed by them annually.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the financial year.

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of
preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI
(LODR), 2015 and the same has been uploaded on the website of the Company on
www.deneerstools.com.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services
by all the employees of the Company. The Board of Directors would also like to express their sincere
appreciation for the assistance and co-operation received from the financial institutions, banks, government
and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and
debenture trustee during the year under review. And to you, our shareholders, we are deeply grateful for
the confidence and faith that you have always placed on us.

For and on behalf of the Board of Directors
De Neers Tools Limited

Sd/-

Neeraj Kumar Aggarwal

Chairperson & Managing Director
DIN: 08058134

Date: 30.05.2025
Place: New Delhi