D.P. Abhushan Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of D. P. Abhushan Limited ("the Company"), along with the audited financial statements, for the financial year ended 31st March, 2025.

BUSINESS OVERVIEW

D. P. Abhushan Limited is engaged in the business of manufacturing, sale and trading of Gold Jewellery, Diamond Jewellery, Platinum Jewellery, Silver Jewellery and other precious Metals.

D.P. Abhushan Limited was originally formed as a Partnership Firm in the name and style of "M/s D.P. Jewellers". The name of the partnership firm "M/s D.P. Jewellers" was changed to "M/s D.P. Abhushan" vide partnership deed dated February 14, 2017. "M/s D. P. Abhushan" was converted from partnership firm to Public Limited Company with the name of "D.P. Abhushan Limited" on May 02, 2017 vide CIN No. L74999MP2017PLC043234 under the Part I of chapter XXI read with section 366 of the Companies Act 2013.

Under the registration of the company under chapter XXI of the Companies Act, 2013 the business and assets and liabilities of M/s. D.P. Abhushan (Partnership Firm) have become the property of the company and have been taken at their book-value (i.e. Total assets less total liabilities) on and from the date of incorporation of the company. Accordingly, the company shall undertake, pay, observe, satisfy, perform and fulfil the agreements, arrangements and liabilities of the said firm entered into in the name of the said firm and in relation to said business and assets brought in as aforesaid, and indemnify the erstwhile partners, their executors, estates, and effects from and against all actions, proceedings, claims.

FINANCIAL HIGHLIGHTS

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	3,31,079.01	233,995.99
Other Income	155.52	40.75
Total Income	3,31,234.53	234,036.74
Less: Total Expenses before Depreciation, Finance Cost and Tax	3,13,781.79	223,977.60
Profit before Depreciation, Finance Cost and Tax	17,452.74	10,059.14
Less: Depreciation	911.18	558.72
Less: Finance Cost	1,443.92	1161.70
Profit Before Tax	15,097.64	8338.72
Less: Current Tax	3,881.12	2133.21
Less: Current Tax Expense Relating to Prior years	16.28	16.61
Less: Deferred tax Liability (Asset)	(69.30)	2.69
Profit after Tax	11,269.54	6186.21

FINANCIAL PERFORMANCE

The revenue for financial year 2024-25 stood at INR 3,31,079.01 Lakh as compared to INR 233,995.99 Lakh in previous financial year 2023-24. The net profit after tax for the financial year 2024-25 was stood at INR 11,269.55 Lakh as compared to INR 6,186.21 Lakh for the previous financial year 2023-24.

The Company has reported record growth of 82.17% in net profit after tax and 41.49% in revenue for the full financial year 2024-25 as compared to the previous financial year 2023-24.

DIVIDEND

In view of the planned business growth various business expansion plan in near future, your Directors deem it proper to preserve the resources of the Company for its future and therefore do not propose any dividend for the Financial Year ended 31st March, 2025.

Financial year	Date of declaration of dividend	Amount per Equity share (in )	Dividend payment (%)	Total Unclaimed & Unpaid Amount (in )	Due date for claiming Dividend
2021-22	September 30, 2022	1.00	10.00%	36,568.00	November 27, 2029
2022-23	September 30, 2023	1.00	10.00%	38,336.00	November 05, 2030

The Details of Shareholders whose Dividend is unpaid or unclaimed are uploaded on the Website of the Company at www.dpjewellers.com.

Members who have not yet encashed their dividend warrant(s) for the above financial years, are requested to make their claims before relevant due dates without any delay to the Company or Registrar and Transfer Agents (RTA), Bigshare Services Private Limited.

Shareholders are also informed that pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") the final dividend declared for the financial year 2021-2022, 2022-23, which remained unclaimed for a period of seven years will be credited to the IEPF on or before November 27, 2029 and November 05, 2030 respectively. The corresponding shares on which dividend remains unclaimed for seven consecutive years will also be transferred as per the procedure set out in the Rules.

Accordingly, Shareholders are requested to claim the final dividend declared for the financial year 2021-2022, 2022-23 before the same is transferred to the IEPF.

TRANSFER TO GENERAL RESERVE

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

CHANGE IN NATURE OF BUSINESS

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

SHARE CAPITAL AUTHORIZED CAPITAL

During the year under review, vide Special Resolution passed by the Members at their Extra Ordinary General Meeting 01/2024-25 held on Thursday, June 13, 2024 through two way Video Conferencing ("VC"), the Authorized Capital of the Company was increased from Rs. 22,85,00,000.00 (Rupees Twenty-Two Crore Eighty- Five Lakh Only) divided into 22850000 (Two Crore Twenty-Eight Lakh Fifty Thousand Only) Equity Shares of 10.00/- (Rupees Ten Only) each, to 30,00,00,000.00 (Rupees Thirty Crore Only) divided into 30000000 (Three Crore Only) Equity Shares of 10.00/- (Rupees Ten Only) each.

Hence, the Authorized Capital of the Company, as at closure of financial year 2024-25 stands at 30,00,00,000.00 (Rupees Thirty Crore Only) divided into 30000000 (Three Crore Only) Equity Shares of 10.00/- (Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

During the year under review the Issued, Subscribed & Paid-up Capital of the Company was increased from 22,25,48,500/- (Rupees Twenty-Two Crore Twenty-Five Lakh Forty-Eight Thousand and Five Hundred Only) divided into 22254850 (Two Crore Twenty-Two Lakh Fifty-Four Thousand Eight Hundred and Fifty Only) Equity shares of 10.00/- (Rupees Ten Only) to 22,66,04,200/- (Rupees Twenty-Two Crore Sixty-Six Lakh Four Thousand and Two Hundred Only) divided into 22660420 (Two Crore Twenty-Six Lakh Sixty Thousand Four Hundred and Twenty Only) equity shares of face value 10.00/- (Rupees Ten Only) each as at closure of financial year 202425.

Pursuant Special resolutions passed by the Members at the Extra ordinary general meeting held on June 13, 2024 through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"); the Board of Directors had allotted 356070 Equity shares, on July 05, 2024, on preferential basis, to persons other than the promoters & promoter group, at an issue price of Rupees 1182 per share and 217000 Warrants, on July 05, 2024, on preferential basis, to promoters & promoter group and persons other than the promoters & promoter group, at an issue price of Rupees 1182 per warrant. Out of 217000 Warrants, the board has allotted 49500 Equity shares, on March 26, 2025, pursuant to conversion of 49500 warrants, at an issue price of Rupees 1182 per warrant.

Further, from the date of end of financial year under review till the date of this report the Company had allotted a total of 167500 Equity Shares of INR 10.00 at each, pursuant to conversion of 167500 warrants, at an issue price of Rupees 1182 per warrant, resulting in the increase of Issued, Subscribed & Paid-up share Capital of the Company to 22,82,79,200 /- (Rupees Twenty-Two Crore Eighty-Two Lakh Seventy-Nine Thousand and Two Hundred Only) divided into 22827920 (Two Crore Twenty-Eight Lakh Twenty-Seven Thousand Nine Hundred and Twenty Only) equity shares of face value 10.00/- each.

The entire Paid-up Equity shares of the Company are listed at National Stock Exchange of India Limited and BSE Limited.

The required disclosures with respect to the allotment of warrants for the year under review till date of this report are as follow:

Description	Particulars
Date of issue and allotment of warrants	Date of issue: 21/05/2024; Date of allotment: 05/07/2024
Number of warrants	217000
Whether the issue of warrants was by	Preferential Allotment
way of preferential allotment, private
placement, public issue

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE

Object of the Issue proceeds raised during the FY 2024-25	Modified Object, if any	Original Allocation (INR in Lakh)	Modified allocation, if any	Funds Utilized (INR in Lakh)	Amount of Deviation /Variation	Remarks if any
To meet working capital requirements, Capital Expenditure, repayment of loan(s) and the General Corporate purpose	NA	4,793.84	0.00	4,793.84	0.00	NA

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

The companys board is well-balanced, with an ideal mix of executive and non-executive directors, including independent directors. This structure is essential for effective board processes, as it allows for independent judgment on crucial matters of strategy and performance. As on 31st March, 2025, the Board of the Company comprises of Six directors out of which 2 (Two) are Promoter Executive Directors and 1 (One) is Promoter NonExecutive Director and 3 (Three) are Non-Promoter Non-Executive Independent Directors including 1 (One) Woman Non-Promoter Non-Executive Independent Director. The Constitution of the Board of Directors and other disclosures related to the Board of Directors are given in the Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the 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.

Appointments:

During the year under review, Dr. Mrs. Seema Mandloi (DIN: 10617559) was appointed as an Additional Director with effect from May 21, 2024 (in the category of Woman Non-Executive Independent Director), not liable to retire by rotation, pursuant to the provisions of Section 149, 152 and 161 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (the Act), subject to approval of the shareholders of the Company on the Board of Directors of the Company. Consequently, shareholders of the Company in their Meeting held on June 13, 2024 regularised the appointment of Dr. Mrs. Seema Mandloi (DIN: 10617559) as Woman Non-Executive Independent Director of the Company.

Cessation:

During the year under review, Mr. Deepak Gadia (DIN: 08782782), Non-executive Independent Director had resigned from the Board of Directors of the Company w.e.f. November 21, 2024 due to his personal and unavoidable reasons. Further, Dr. Mrs. Seema Mandloi (DIN: 10617559), Woman Non-Executive Independent Director, had also resigned from the Board of Directors of the Company w.e.f. February 18, 2025 citing personal reasons.

D.P. ABHUSHAN LIMITED

Board Meeting

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at Corporate office of the Company.

During the year under review, Board of Directors of the Company met 11 (Eleven) times, viz May 21, 2024; July 05, 2024; July 18, 2024; September 05, 2024; September 10, 2024; October 28, 2024; November 20, 2024; January 16, 2025; February 07, 2025; March 12, 2025 and March 26, 2025.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance. INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has 3 (Three) Non-Promoter Non-Executive Independent Directors including 1 (One) woman Independent Director. In the opinion of the Board of Directors, all the 3 (Three) Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations and they are Independent of Management.

A separate meeting of Independent Directors was held on 26th March, 2025 to review the performance of NonIndependent 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 management and Board that is necessary for the board of directors to effectively and reasonably perform their duties. The meeting was attended by all the Independent Directors of the Company.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at

https://www.dpjeweNers.com/la-assets/dp/pdf/company_policy/Term%20&%20Conditions%20of%20Appomtment%20of%20Independent%20Directors.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The details of programme for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are uploaded on the website of the Company at https://www.dpjewellers.com/la- assets/dp/pdf/Familiarization%20Programme%20DPAL.pdf.

During the year under review, Mr. Deepak Gadia (DIN: 08782782), Non-executive Independent Director had resigned from the Board of Directors of the Company w.e.f. November 21, 2024 due to his personal and unavoidable reasons. Further, Dr. Mrs. Seema Mandloi (DIN: 10617559), Woman Non-Executive Independent Director, had also resigned from the Board of Directors of the Company w.e.f. February 18, 2025 citing personal reasons.

INFORMATION ON OTHER DIRECTORATE

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Renu Kataria (DIN 07751330), Non-Executive Director of the Company, retires by rotation at the ensuing annual general meeting. She, being eligible, has offered herself for re-appointment as such and seeks reappointment. The Board of Directors recommends her 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") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors are annexed to the Notice convening the Eighth Annual General Meeting.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, during the year 2024-25, the Company had Mr. Santosh Kataria, Chairman and Managing Director, Mr. Anil Kataria, Whole Time Director, Ms. Aashi Neema as Company Secretary and Compliance Officer and Mr. Vijesh Kumar Kasera as Chief Financial Officer who were acting as Key Managerial Personnel at different positions.

Further, from the date of end of financial year under review till the date of this report, Ms. Aashi Neema resigned as the Company Secretary and Compliance Officer of the Company w.e.f. June 02, 2025 citing Pre-occupation. Ms. Atika Jain was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 02, 2025. Moreover, Mr. Manish Laddha was appointed as the Chief Financial Officer of the Company w.e.f. June 02, 2025 and Mr. Vijesh Kumar Kaseras designation was changed from Chief Financial Officer to Deputy Financial Officer w.e.f. June 02, 2025.

The Board placed its appreciation to all Key Managerial Personnel for serving the Company during their tenure.

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 Companies Act, 2013 in the following manner:

-> 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 performance of the chairman was also evaluated on the key aspects of 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 consideration the views of executive directors and non-executive directors. 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 31st March, 2025, 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 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 or loss of the Company for that year;

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 31st March, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and 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.

COMMITTEES OF BOARD

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

1. Audit Committee	2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee	4. Corporate Social Responsibility Committee
5. Risk Management Committee.

The composition of each of the Committee, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

AUDIT COMMITTEE

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2025, the Audit Committee comprised of Mr. Sanskar Kothari (Non-Executive Independent Director) as Chairperson, Mr. Mukesh Kumar Jain (Non-Executive Independent Director), and Mr. Santosh Kataria (Chairman and Managing Director) as Members.

During the year under review Mr. Deepak Gadia (Non-Executive Independent Director), member of the Audit Committee resigned w.e.f. November 21, 2024.

Further, from the date of end of financial year under review till the date of this report, Ms. Apurva Lunawat (Woman Non-Executive Independent Director) was designated as the Member of the Audit Committee w.e.f. July 01, 2025.

S. No.	Name	Designation	Composition
1.	Sanskar Kothari	Independent Director	Chairman
2.	Santosh Kataria	Managing Director	Member
3.	Mukesh Kumar Jain	Independent Director	Member
4.	Apurva Lunawat	Woman Independent Director	Member

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ("the CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The terms of reference of the Committee inter alia comprises of the following:

• To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;

• To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;

• To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary.

S. No.	Name	Designation	Composition
1.	Sanskar Kothari	Independent Director	Chairman
2.	Santosh Kataria	Managing Director	Member
3.	Mukesh Kumar Jain	Independent Director	Member

The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. During the year under review CSR Committee meetings were held on May 21, 2024, September 5, 2024 and March 26, 2025. These meeting were held to review and approve the expenditure incurred by the Company towards CSR activities.

The CSR Policy may be accessed at the web link https://www.dpjewellers.com/la-assets/dp/pdf/CSR_Policy.pdf

The Annual Report on CSR activities in prescribed format is annexed as an Annexure - A.

VIGIL MECHANISM

The Company has established a Vigil Mechanism wherein the directors/ employees/ associates can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct, suspected leak of Unpublished Price Sensitive Information. The Vigil Mechanism requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he/she becomes aware of that could affect the business or reputation of the Company. The disclosure reported are addressed in the manner and within the time frames prescribed in the policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the Audit Committee to report any concerns.

No person has been denied access to the Audit Committee of the Board. The Policy on Vigil Mechanism is available on the website of the Company at

https://www.dpjewellers.com/la-assets/dp/pdf/Vigil_Mechanism.pdf

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 manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from First day of April, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.dpjeweNers.com/la-assets/dp/pdf/Nomination_Remuneration_Policy.pdf

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 and the Companies (Acceptance of Deposits) Rules, 2014 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of the Act and the Rules there under are 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 Statements.

LOAN FROM DIRECTORS

The Company had accepted loan of INR 2,041.16 Lakhs during the financial year 2024-25 from Promoter - Directors of the Company.

WEB LINK OF ANNUAL RETURN

https://www.dpjewellers.com/la-assets/dp/pdf/Annual_Report/Annual%20Return%202024-25-1.pdf

RELATED PARTIES TRANSACTION

All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www.dpjeweNers.com/la-assets/dp/pdf/Policy_on_related_party_transaction.pdf.

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.

There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/or at arms length basis.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports with the stock exchanges, for the related party transactions.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is not required to maintain the cost records.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each executive 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.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure

forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

EMPLOYEE STOCK OPTION PLAN

The Company has framed "D.P. Abhushan Limited - Employee Stock Option Plan 2024" ("ESOP - 2024" or "Scheme") pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder and the Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations, 2021 as approved by the members, which helps the Company to retain and attract the right talent. The Nomination and Remuneration Committee monitors the Companys ESOP Scheme.

During the year under review, there has not been any changes in the scheme and the scheme is in compliance with the Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations, 2021. The Company has not granted any options under ESOP 2024 up to March 31, 2025.

A certificate from Secretarial Auditor of the Company i.e. M/s. Alap & CO. LLP, Company Secretaries, has been received confirming that ESOP Scheme 2024, has been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations") and in accordance with resolutions of the Company. A copy of the certificate has been uploaded on the website of the Company and can be viewed at https://www.dpjewellers.com/la-assets/dp/pdf/Corporate_Announcement/2025- 2026/ESOP%202024_Certificate.pdf

The disclosures with respect to "ESOP 2024" as required by Section 62 of the Companies Act, 2013, Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in Annexure-D to the Boards Report and can also be viewed at

https://www.dpjewellers.com/la-assets/dp/pdf/Corporate_Announcement/2025-

2026/ESOP%202024_Certificate.pdf

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report except the Company had allotted total 167500 fully paid-up equity share of the Company Rs. 10.00 each to the Promoter and Promoter Group as well as persons other than Promoters and Promoter Group, on Preferential Basis, at a premium of Rs. 1172 per Equity Share pursuant to conversion of Equity Warrants resulting in the increase of Issued, Subscribed & Paid-up share Capital of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any subsidiaries / joint venture / associate company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

<>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 of sexual

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 of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

Number of sexual harassment complaints received during the year 2024-25	Nil
Number of such complaints disposed of during the year 2024-25	Nil
Number of cases pending for more than ninety days during the year 2024-25	Nil

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

I.) The steps taken or impact on conservation of energy:

No major steps have been taken by the Company. However, the Company continues its endeavor to improve energy conservation and utilization.

ii. ) The steps taken by the Company for utilizing alternate sources of energy:

The Company has continued its focus on energy conservation efforts through up-gradation of process with new technology. The technology installed by the Company has provided better results in quality and production and also reducing the overall cost of production and maintenance which effect production scheduling and various energy saving initiatives in all areas of production. However, the Company has not installed any alternate source of energy running on renewable energy source.

iii. ) The capital investment on energy conservation equipment: Nil

B. Technology absorption -

I.) The effort made towards technology absorption

Your Company has been very thoughtful in installing new technology to reduce the production cost, improve yield, enhance product endurance and strengthen finish. However, no new technology has been installed by the Company during the year and all existing technology has been fully absorbed. ii.) The benefit derived like product improvement, cost reduction, product development or import substitution

The Company had installed such technology that improve productivity, quality and reduction in manual intervention and to enhance the quality and productivity. Improvement in manufacturing process helped the Company in managing production scheduling; & better & faster servicing of product for domestic as well as global market.

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. The details of technology imported: Not Applicable.

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

iv. ) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

v. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure -

I.) Details of Foreign Exchange Inflows: NIL

ii.) Details of Foreign Exchange Outflows: 12,667.01 Lakh including amount paid for Capital Expenditure

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 non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company, during the year has reviewed its Internal Financial Control systems and has continually contributed to establishment of more robust and effective internal financial control framework, prescribed under the ambit of Section 134(5) of the Act. The preparation and presentation of the financial statements is pursuant to the control criteria defined considering the essential components of Internal Control - as stated in the "Guidance Note on Audit of Internal Financial Controls Over Financial Reporting" issued by the Institute of Chartered Accountants of India. The control criteria ensure the orderly and efficient conduct of the Companys business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has adequate Internal Financial Controls system that is operating effectively as at 31st March, 2025. There were no instances of fraud which necessitates reporting of material misstatement to the Companys operations. There has been no communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as Annexure - E.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required by Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review is annexed to the Boards Report as Annexure - F and forms an integral part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

IIn 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 of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

<>M/s. Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad (FRN: 121335W) were re-appointed as Statutory Auditors of the Company at the Sixth Annual General Meeting held on September 30, 2023, for a term of four consecutive years i.e. up to 10th Annual General Meeting to be held in the year 2027. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND THEIR REPORT

The Company has appointed M/s. ALAP & Co. LLP, Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an Annexure- G-1.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 issued by M/s. ALAP & Co. LLP, Company Secretaries, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an Annexure - G-2.

Mr. Anand Sureshbhai Lavingia Practicing Company Secretary (CP No. 11410), partner of M/s. ALAP & Co. LLP, Company Secretaries has observed that 1) the Company has done Late intimation of resignation of Mrs. Seema Mandloi (DIN: 10617559) with effect from February 18, 2025, within 24 Hours from the Effective date of Resignation to the stock exchanges and 2) The capturing of some of the UPSI entries in the SDD Software has been done with a delay from the actual date of sharing of UPSI

In response to the same Board hereby comment that 1) the resignation letter of Mrs. Seema Mandloi (DIN: 10617559) was received by the concerned department of the Company. However, due to an inadvertent error, the letter was misplaced and was not handed over to the management or compliance team on the same day of receipt. As soon as the compliance team became aware of the resignation, the necessary announcement was promptly submitted to the stock exchange on March 11, 2025 and 2) The Company takes all measures to timely comply with the entire requirement. However, the delay occurred purely due to oversight and Company ensures to make timely compliance in future.

REPORTING OF FRAUD

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

DETAILS OF THE DESIGNATED OFFICER

Ms. Atika Jain, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and financial institution. D.P. ABHUSHAN LIMITED

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.dpjewellers.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

ADOPTION OF IND-AS

The company prepared its opening balance sheet as per the Indian Accounting Standards (Ind-AS) on April 1, 2019, which was the transition date. This involved:

• Recognizing all assets and liabilities required by Ind-AS.

• Excluding any assets or liabilities not permitted by Ind-AS.

• Reclassifying items from previous Generally Accepted Accounting Principles (GAAP) to Ind-AS.

• Measuring recognized assets and liabilities according to Ind-AS principles.

There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 (SS-1) AND SECRETARIAL STANDARD 2 (SS-2)

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company.

MATERNITY BENEFIT

The Company has complied with the provisions related to the Maternity Benefit Act, 1961.

DEBENTURES

s on March 31, 2025, the Company does not have any debentures.

CREDIT RATING

The Company has received credit ratings from CARE Ratings Ltd concerning the Companys long-term and short-term Bank Loan facilities. CARE Ratings Ltd has assigned the credit ratings to the various facilities of the Company as provided below:

Facilities	Rating
Long Term Bank Facilities	CARE A-; Stable
Long term/ Short term Bank facilities	CARE A- / CARE A2+

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the 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.

APPRECIATIONS AND 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 the year under 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, Chandani Chowk, Ratlam,		For, D. P. ABHUSHAN LIMITED
Madhya Pradesh- 457001		CIN: L74999MP2017PLC043234
Place: Ratlam	Anil Kataria	Santosh Kataria
Date: September 3. 2025	Whole-Time Director	Chairman & Managing Director
	(DIN: 00092730)	(DIN: 02855068)