D. P. Abhushan Ltd Directors Report.

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with theauditedfinancialstatements,forthefirstfinancialyearendedMarch31,2018.

FINANCIAL HIGHLIGHTS:

Particulars FY. 2017-18
Revenue From Operations
- Gems and Jewellery 65,864.34
-Windmill 109.79
Other Income 17.16
Total Income 65,991.29
Less: Total Expenses before Depreciation, Finance Cost and Tax 63,783.73
Profit before Depreciation, Finance Cost and Tax 2207.56
Less: Depreciation 131.36
Less: Finance Cost 951.44
Profit Before Tax 1124.75
Less: Current Tax 273.04
Less: Deferred tax Liability (Asset) 37.06
Profit after Tax 814.65

During the year under review, the revenue from operation of the Company was stood at?65,974.13 Lakh from both the segment. Further, profit before tax in the financialyear 2017-18 stood at ?1124.75Lakhs making net profit after tax of?814.65 Lakhs.

ABOUT COMPANY:

Company was originally formed as a partnership firm under the Partnership Act, 1932 ("Partnership Act") in the name and style of "M/s D. P. Jewellers", pursuant to a deed of partnership dated April 1, 2003 entered between Mr. RatanlalKataria and Mr. Anil Kataria. The name of the partnership firm "M/s. D.P. Jewellers" was changed to "M/s D. P. Abhushan" and new partners were admitted pursuant to partnership deed dated February 14, 2017. "M/s. D.P. Abhushan" was thereafter converted from partnership firm to Public Limited Company under Part I Chapter XXI of the Companies Act, 2013 with the name of "D. P. Abhushan Limited" and received a certificate of incorporation from the Registrar of Companies, Central Registration Centre, Manesar, Gurugram on May 2, 2017 bearing registration no. 043234/2017-18.

BUSIN ESS OVERVIEW:

Your Company is engaged in the retail business of various jewelleries and ornaments made out of gold, diamonds and platinium studded with precious and semi precious stones. Our portfolio includes earrings, armlet, pendants, gajrahs, nose rings, bracelets, chains, necklaces, bangles and other wedding jewellery. Your Company continues to move ahead on its welldefined growth path of opening of new retail chain storesS launching of new designs & collections.

Your Company continues to focus on expanding its retail presence and have a four showrooms in Rajasthan and Madhya Pradesh. Company is also dealing in a power generation and installed 5 wind trubine generators of 750 KW each in the village Bagia & Naveli, Ratlam, Madhya Pradesh. Company has entered into an agreement with M. P. Power Management Co. Ltd. for exclusive sale of power, generated from wind turbine generatorto MPPMCL. Your company has outsourced all operations and maintenance activities relating to wind turbines to a third party.

DIVIDEND:

With a view to conserve and save the resources for future prospect of the Company, your Directors regret to declare dividend forthefinancialyear 2017-18.

TRANSFERTO GENERAL RESERVE:

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net profit are carried to reserve & Surplus account of the Company.

CHANGEIN NATUREOFBUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

SHARE CAPITAL:

During the year under review the following changes have taken place in the authorised and paid-up share capital of the Company:

AUTHORIZED CAPITAL

At the time of Incorporation of the Company, the Authorized Capital of the Company was ?16,35,00,000/- divided into 1,63,50,000 Equity Shares of? 10/- each.

The Authorized Capital of the Company was increased to ? 22,85,00,000/- divided into 2,28,50,000 Equity Shares of? 10/- each vide Special Resolution passed by the Members in their Extra-ordinary General Meeting held on June 20,2017.

ISSU ED, SU BSCRI BED & PAID-U P CAPITAL

Pursuant to subscription to the Memorandum of Association of the Company, the subscribers have been allotted total 1,63,22,850 Equity Sharesof?10/- each aggregating to?16,32,28,500/-.

Pursuant to Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on October 16,2017, has allotted total 59,32,000 Equity Shares of ?10/- each at price of? 28/- per equity shares to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with the NationalStock Exchange of India Limited.

The present Paid-up Capitalof the Company is?22,25,48,500/- divided into 2,22,54,850 Equity Shares of? 10/-.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

The Board of Directors had, in its meeting held on June 10,2017, proposed the Initial Public Offer of such number of equity shares at such premium aggregating the amount not exceeding ? 35.00 Crores. The Members of the Company had also approved the proposalof the Board of Directors in their Extra-ordinary General Meeting held on June 20,2017.

Pursuant to the authority granted by the Members of the Company, the Board of Directors has appointed Hem Securities Limited as Lead Manager and Bigshare Services Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company had applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. NSE has, vide its letter dated, September 15, 2017, granted its In- Principle Approvalto the Company.

The Company has filed Prospectusto the Registrar of the Company, Gwalior on September 26,2017. The Public Issue was opened on Monday, October 9,2017 and closed on Wednesday, October 11,2017. The Basis of Allotment was finalized by Company,Registrar to the issue and merchant banker in consultation with the National Stock Exchange of India Limited on October 16,2017,The Company has applied for listing of its total equity shares to NSE and NSE has granted its approval vide its letter dated October 18,2017. The trading of equity shares of the Company commenced on October 23,2017 at Emerge Platform of NSE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CONSTITUTION OF BOARD:

As on the date of this report, the Board comprises following Directors;

Date of

No. of Committee1

No. of
Name of Director Category Cum Designation Appointment at current Term & designation Total Directo rship2 in which Director is Members in which Director is Chairman Shares held as on March 31,2018
Mr. Vikas Kataria Chairman and Managing Director June 10,2017 2 2 - 6,07,330 Equity Shares
Mr. Santosh Kataria Whole Time Director July 11,2017 4 - - 6,07,330 Equity Shares
Mrs. Renu Kataria Non-Executive Director June 20,2017 1 - - 12,03,230 Equity Shares
Mr. Sanskar Kothari Independent Director July 16,2018 2 - 2 -
Mr. Mukesh Jain Independent Director July 15,2017 2 2 - -

1 Committee includes Audit Committee and Shareholders Grievances Committee across all Public Companies. 2Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

BOARD MEETING

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when requires to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 16 times onMay 2,2017;May 18,2017; June 10, 2017; July 11, 2017; July 12, 2017; July 19, 2017; July 24, 2017; July 29, 2017; August 21, 2017; August 28, 2017; September4,2017;September9,2017; September26,2017;October 16,2017;January25,2018; March 31,2018.

The details of attendance of each Directorat the Board Meetingsare given below;

Name of Director Date of Original Appointment Date of Appointment at current Designation Date of Cessation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Vikas Kataria May 2,2017 June 10,2017 - 16 16
Mr. Santosh Kataria May 2,2017 June 11,2017 - 16 16
Mr. Anil Kataria May 2,2017 June 10,2017 June 11,2017 3 3
Mr. Ratanlal Kataria June 20,2017 - June 11,2017 3 3
Mrs. Renu Kataria June 20,2017 - - 13 13
Mr. Chitresh Mehta June 20,2017 - June 16,2017 13 13
Mr. Mukesh Jain July 15,2017 - - 11 11

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

IN DEPEN DENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. A separate meeting of Independent Directors was held on March 31, 2018 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company managementand Board.

The Company has received necessary declaration from each independent director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the act.

INFORMATION ON DIRECTORATE

At the time incorporation of the Company, Mr. Anil Kataria, Mr. Santosh Kataria and Mr. Vikas Kataria were proposed to be appointed as Directors of the Company. The Central Registration Center has approved the application and they were appointed as First Directors of the Company in pursuance of Articles of Assocaiton of the Company.

After Incorporation of the Company, the Board of Directors, in their meeting held on June 10,2017, has appointed Mr. Vikas Kataria as Managing Directorof the Company and Mr. AnilKatriaas Whole Time Director of the Company.

Based on notice received from members underSection 160 of the Act and on recommendation of the Board of Directors, Mr. Chitresh Mehta, Mr. Ratan Lai Kataria and Mrs. RenuKataria were appointed as Non-Promoter Non-Executive Independent Director, Promoter-Chairman and Non-Executive and Promoter-Non-Executive Directorof the Company respectively.

Later on, Mr. Anil Kataria and Mr. Ratan Lai Kataria have tendered their resignation with effect from July 11, 2017. The Board placed on record its appreciation for the guidance and contribution made by Mr. Anil Kataria and Mr. Ratan Lai Kataria during their tenure on the Board. Further, Mr. Santosh Kataria was appointed as Whole-Time Director of the Company onJulyl 1,2017.

Based on notice received from members underSection 160 of the Act and on recommendation of the Board of Directors, Mr. Mukesh Jain was appointed as Non-Promoter Non-Executive Independent Directorof the Company.

Further, after closure of financial year 2017-18, Mr. Chitresh Mehta has resigned from the Board w.e.r. July 16, 2018. The Board placed on record its appreciation for the guidance and contribution made by Mr. Chitresh Mehta.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Vikas Kataria, Managing Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment/ appointment as Director are also provided in Note No. 14 of the Notice convening the 1 st annual general meeting.

KEY MANAGERIAL PERSON N EL

No changes among Key Managerial Personnel took place during the year. In accordance with Section 203 of the CompaniesAct,2013,Mr.Vikas Kataria, Managing Director, Ms. ChitraSheedhar, Company Secretary and Mr. Vijesh Kumar Kasera,continued to be Key Managerial Personnelof the Company.

After closure of first financialyear of the Company, Ms. ChitraShreedhar, who was acting as the Company secretary of the Company, has tendered her resignation w.e.f. May 1,2018. The Board placed on record its appreciation for the service rendered by Ms. ChitraSheedhar during her tenure in the Company. The Board of Directors, in their meeting held on May 1.2018, has appointed Ms. Anika Jain as the Company Secretary and Compliance officer of the Company w.e.f. May 1.2018.

PERFORMANCE EVALUATION

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 the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the 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. In addition, the chairman was also evaluated on the key aspectsof his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which 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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31,2018, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to givea true and fairview of thestate of affairs of the Company at the end ofthefinancialyearand of the profit or loss of the Companyforthatyear;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31,2018 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal FinancialControlsareadequateand were operating effectively; and

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

COMMITTEE OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Board of Directors, in their meeting held on July 19, 2017, has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 4 (Four) times vizJuly 24,2017;October 16,2017; January 25,2018 and March 31,2018.The composition of the Committee and the details of meetings attended by its members are given below:

Name Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Chitresh Mehta Chairman 4 4
Mukesh Jain Member 4 4
Vikas Kataria Member 4 4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officerof the Company isa regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

Later on after the closure of financial year 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Chairman of the Committee w.e.f. July 16,2018.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is availableonthewebsiteoftheCompanyatwww.dpjewellers.com.

B. Stakeholders Grievance & Relationship Committee:

The Board of Directors, in their meeting held on July 19, 2017, has formed Stakeholders Grievance & Relationship Committee mainly to focus on the redressalof Shareholders1/ Investors Grievances, if any, likeTransfer/Transmission / Demat of Shares: Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressalof complaints received from the shareholders of the Company.

During theyear under review, Stakeholders Grievances Relationship Committee met3(Three) times viz on July 24,2017; October 16,2017 and January 25,2018.The composition of the Committee and the details of meetings attended by its members are given below:

Name Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Chitresh Mehta Chairman 3 3
Mukesh Jain Member 3 3
Vikas Kataria Member 3 3

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31,2018.

Later on after the closure of financial year 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Chairman of the Committee w.e.f. July 16,2018.

C. Nomination and Remuneration Committee:

The Board of Directors, in their meeting held on July 19,2017, has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration.

During the year under review, Nomination and Remuneration Committee met onMarch31,2018.The composition of the Committee and the details of meetings attended by its members are given below:

Name Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Mukesh Jain Chairman 1 1
Chitresh Mehta Member 1 1
Renu Kataria Member 1 1

Later on after the closure of financial year 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Member of the Committee w.e.f. July 16,2018.

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpowerin competitive market and to harmonize the aspirationsof human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances etc. to its Managing Directorandthe Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. PolicyonAppointmentofDirectors.KeyManagerialPersonnelandSeniorManagementPersonnel:

• The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his/herappointment.

• A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

• In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Directorvis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMPand Senior Management Personnel:

The Companys remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-a-vis the Company. The Companys philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company atwww.dpjewellers.com.

Remuneration of Director:

The details of remuneration paid during the financial year 2017-18 to Managing Directorof the Company is provided in Form MGT-9 which is the part of this report.

c. Corporate Social Responsibility Committee:

The Board of Directors, in their meeting held on July 19,2017, has formed Corporate Social Responsibility committee in line with the provisions of Section 135 of the Companies Act, 2013. Corporate Social Responsibility Committee meetings. During the year under review, Corporate Social Responsibility Committee met on January 25,2018. The composition of the Committee and the details of meetings attended by its members are given below:

Name Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Chitresh Mehta Chairman 1 1
Vikas Kataria Member 1 1
Mukesh Jain Member 1 1

Later on after the closure of financial year 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Chairman of the Committee w.e.f. July 16,2018.

Social responsibility has always been at the forefront of your Companys operating philosophy. As a responsible corporate citizen, the Company tries to contribute towards social causes on a regular basis. The Corporate Social Responsibility Policy of the Company is placed on its website www.dpjewellers.com.

This being 1st Financial Year of your company, the company has planned to make prescribed expenditure in current financialyear.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there underare not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

EXTRACTOFANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 isannexedtothis Reportas"Annexure-A".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as "Annexure-B".

DISCLOSUREOF REMUNERATION:

The ratio of the remuneration of each whole-time director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure-C". Referto tables 3A(a) in "Annexure-C".

Additionally, thefollowing details form part of "Annexure-C"to this Report:

• Statement containing the names oftop 10 employees in terms of remuneration drawn. (Referto table 3B(a)).

• Details of employees posted in India throughout the fiscal and in receipt of a remuneration of ? 1.02 crore or more per annum. (Refer to table 3B(b)).

• Details of employees posted in India for part of the year and in receipt of ? 8.5 lakh or more a month. (Refer to table 3B(c)).

• Employees employed throughout the financialyear or part thereof, was in receipt of remuneration in thatyear which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent oftheequity shares of the company. (Referto table 3B(d)).

• There are no employees who are posted outside India and in receipt of a remuneration of? 60 lakh or more per annum or ? 5 lakh or more a month.

MATERIALCHANGES AND COMMITMENT

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2018 to the date of this Report.

SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints ofsexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender- neutral approach in handling complaints ofsexual harassment and we are compliant with the law of the land where we operate.

During theyear under review, there were no incidences of sexual harassment reported.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

In its endeavour towards conservation of energy your Company ensure optimal use of energy, avoid was tages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

FOREIGN EXCHANGEEARNINGSANDOUTGO

Foreign Exchange Earnings&Outgoduringtheyearare as under:

Earnings Nil
Outgo - Royalty Expenses ? 12.90 Lakh

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and nonbusiness risks.

INTERN AL FI N ANCIAL CONTROL SYSTEMS AN D TH El R ADEQUACY

YourCompanyhasaneffectiveinternalcontrolsystem.whichensuresthatall the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reportsare reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During theyear, such controls were tested and no materialdiscrepancyorweakness in the Companys internal controls overfinancial reporting was observed.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, 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 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part ofthis Annual Report.

STATUTORY AUDITOR ANDTHEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rules made thereunder, M/s. Jeevan Jagetiya & Co Chartered Accountants, Ahmedabad (FRN: 121335W), were appointed as first Statutory Auditors of the Company by Board of Directors in its meeting held on May 2,2017.

The Notes to thefinancialstatements referred in the Auditors Report are self-explanatory and thereforedo not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation oradverse remark. The Auditors Report is enclosed with thefinancialstatements in this Annual Report.

The Company has received consent letter and eligibility certificate under Sections 139 and 141 of the Act from M/s. Jeevan Jagetiya & Co Chartered Accountants, Ahmedabad (FRN: 121335W). As required under Regulation 33 of Listing Regulations they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board of Directors, on the proposal of audit committee, recommends their appointment asStatutory Auditor of the Company to hold office fora period offive consecutive years from the conclusion of the 1 st (First) Annual General Meeting of the Company, till the conclusion of the 6th (Sixth) Annual General Meeting to be held in the calendaryear 2023.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR ANDTHIEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed S Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the first financial year 2017-18. The Secretarial Audit Report is annexed herewith as "Annexure- D"to this Report.

TheSecretarialAudit Report does not contain any qualification, reservation or adverse remarks

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report forthe items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the yearunder review;

(i) Issue of Equity Shareswith differential rights asto dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme saveandESOS;

(iii) Annual Report and other compliance on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or FinancialStatement;

(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future;

(vDInformation on subsidiary, associate and joint venture companies.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during theyearunder review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office: By order of the Board of Directors
138,ChandaniChowk, Ratlam, For, D.P. ABHUSHAN LIMITED
Madhya Pradesh- 457001 Sd/- Sd/-
Santosh Kataria Vikas Kataria
Place: Ratlam Whole Time Director Chairman and Managing Director
Date: August 25,2018 DIN 02855068 DIN 02855136