Dhoot Industrial Finance Ltd Directors Report

For the Financial Year 01^st April, 2024 to 31^st March, 2025

To

The Members of DHOOT INDUSTRIAL FINANCE LIMITED

Your Directors have pleasure in presenting the 47^th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31^st March, 2025.

1. Financial summary/highlights and state of Companys affairs.

During the said financial year the turnover of the Company is INR 1126.16 Lakhs as against INR 3,257.84 Lakhs for the last year.

The Net Profit of the Company is INR 2,430.93 Lakhs as against Net Profit of INR 14,948.63 Lakhs for the last year.

2. Change in the nature of Business, if any:

The Board would like to bring to your notice that as on the financial year ending 31^st March, 2024, the Financial Assets of the Company are more than 50% of Total Assets and during the financial year the Income from Financial Assets is more than 50% of the Total Income owing to which the Company is required to register under section 45-IA of the Reserve Bank of India Act, 1934.

The Company had filed application with RBI seeking registration as Non-Banking Financial Company (NBFC) after the company had complied with the Principal Business Criteria specified for NBFC. The Company has been availing credit facilities for its business from other NBFCs and the same were subsisting as on 31^st March 2024. The RBI has returned the application with a direction to settle the existing credit facilities being enjoyed by the Company from other NBFCs and thereafter make a fresh application latest by 31^st July 2025. The Company has initiated the procedure of seeking registration from the Reserve Bank of India under section 45-IA of the Reserve Bank of India Act, 1934.

The business of the company would continue to be carried on in compliance with the applicable laws. The Company is in the process of settling the credit facilities. Thereafter, the company would make an application to RBI seeking registration as NBFC.

3. Board Meetings.

The Board of the Company consists of Directors as prescribed by the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details pertaining to composition of the Board, terms of reference, etc. of the Board of Directors of your Company and the meetings of the Board held during the financial year and the attendance thereat have been mentioned in the Corporate Governance forming part of this Annual Report.

4. Audit Committee.

The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the Companies Act, 2013. The members of the Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance there at of the members of the Committee is mentioned in the Corporate Governance Report under the appropriate heading.

5. Reserves.

The Board does not propose to carry any amount to general reserves for the said financial year.

6. Dividend.

The Directors are pleased to recommend a Final Dividend of INR 1.50/- per equity share of face value of INR 10/- each for the FY ended 31^st March, 2025.

The Final Dividend, subject to the approval of Members at the AGM on Thursday, 25^th September, 2025, will be paid on or before 24^th October, 2025 to the Members whose names appear in the Register of Members, as on the Cut-off date. The Total Dividend for the financial year will absorb INR 94.77 Lakhs. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

7. Unpaid/ Unclaimed Dividend.

As on March 31, 2025, the total amount of unpaid/unclaimed dividend pertaining to the Financial Year 2023–24 stood at 5.29 lakhs. The Company has transferred the said amount to a separate "Unpaid Dividend Account" in accordance with the provisions of Section 124(1) of the Companies Act, 2013. Members who have not yet encashed their dividend warrants for the said financial year are requested to claim the same from the Company or its Registrar and Share Transfer Agent at the earliest.

The Company shall take appropriate steps for transfer of any amount remaining unpaid or unclaimed for a period of 7 years to the Investor Education and Protection Fund (IEPF) as required under Section 124(5) of the Act.

8. Transfer of Unpaid Dividend and Shares to Investor Education and Protection Fund.

In terms of the provisions of Section 125 of Companies Act, 2013, Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

9. Particulars of loans and investment and utility purpose by the recipient under section 186.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4 and 5 to the standalone financial statement).

10. Particulars of contracts or arrangements with related parties under Section 188(1).

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024-25 were in the ordinary course of business and on an arms length basis.

Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is annexed as ‘Annexure VI to this Report.

However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

The Company has formulated a Policy on Related Party Transactions which is also available on Companys website at www.dhootfinance.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions

11. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

During the year under review-

1. Mr. Rohit Dhoot was liable to retire by rotation and was re- appointed in the 46^th AGM of the Company.

2. Mr. Girish Champaklal Choksey, (DIN: 00246196) has ceased to be the Independent Director upon completion of his second term as Independent Director of the Company on 30^th September, 2024, after the close of business hours.

3. Mr. Rajesh Motilal Loya, (DIN: 00252470) has ceased to be the Independent Director upon completion of his second term as Independent Director of the Company on 30^th September, 2024, after the close of business hours.

4. Mr. Bhairav Surendra Sheth, (DIN: 10664819) was appointed as an Independent Director of the Company as defined under Section 149(6) of the Companies Act, 2013 and as required under Section 149(7) of the Companies Act, 2013 in the 46th AGM of the Company for a term of 5 years with effect from 01^st October, 2024 to 30^th September, 2029.

5. Mr. Vishal Jain, (DIN: 02455598) was appointed as an Independent Director of the Company as defined under Section 149(6) of the Companies Act, 2013 and as required under Section 149(7) of the Companies Act, 2013 in the 46^th AGM of the Company for a term of 5 years with effect from 01^st October, 2024 to 30^th September, 2029.

12. Policy on Directors appointment, remuneration and others as formulated by the Nomination& Remuneration Committee.

The Nomination & Remuneration Committee has formulated the following policy: a. Directors appointment and remuneration: As best suited for Companys business and in accordance with the applicable law. b. Criteria for determining qualifications, positive attributes and independence of a Director: As per the Companies Act, 2013. c. Remuneration for key managerial personnel and other employees: At present Non–Executive and Independent Directors are not paid any remuneration except sitting fees for attending Board Meetings. The Managing Director and the Key Managerial Personnel is paid remuneration as per the terms of their appointment.

13. Statement on declaration given by Independent Director(s) under Section 149.

The Board confirms that all the Independent Directors on the Board have given a declaration of their Independence to the Board as required under Section 149(6) of the Companies Act, 2013.

14. Formal annual evaluation.

The Board of Directors has devised a policy for the performance evaluation and accordingly evaluation process was carried for the financial year for Board of Directors, Board Committees, Independent Directors and other individual Directors.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo.

Particulars	Reporting for the said financial year
A. Conservation of energy
i. Steps taken or impact on conservation of energy	Wherever possible, the Company strives to curtail the energy consumption on a continuous basis
ii. Steps taken for utilising alternate sources of energy	Nil
iii. Capital investment on energy conservation Equipments	Not Applicable
B. Technology absorption
I Efforts made towards technology absorption	Not Applicable
ii. The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
Iii Imported technology (imported during last three years reckoned from the beginning of the financial year)	Not Applicable
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
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
iv. Expenditure incurred on researchand development	Not Applicable
C. Foreign exchange earnings and outgo
a. The foreign exchange earned in terms of actual inflows during the year	Nil
b. The foreign exchange outgo during the year in terms of actual outflow	INR 16.37 Lakhs

16. Details on deposits covered under Chapter V of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013, read with the relevant rules, Company has not accepted any fixed deposits during the year under report. Details of loans taken, if any, are provided under Note 12 of Financial Statement.

17. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

During the year in review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

18. Other Company/ies which have become or ceased to be Companys subsidiaries, joint ventures or associate companies.

Not Applicable as the company has no subsidiaries, joint ventures or associates.

19. Performance and financial position of each of the subsidiaries, associates and joint venture Companies included in the consolidated financial statement.

The company has no subsidiary or associate company or any joint venture to be included in the consolidated financial statement of the Company.

20. Annual Return.

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 as on March 31, 2025 is available on the website of the Company at http://www.dhootfinance.com/

21. Disclosure on Remuneration.

None of the employees of the Company fall within the purview of the provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no information is required to be disclosed.

22. Material changes between the period 31/03/2025 and 23/05/2025.

The Board Meeting held on 23^rd May, 2025, the Board has recommended, subject to the approval of shareholders, final dividend of Rs. 1.50/- per equity share of the face value of Rs. 10/- each (i.e. 15% of the face value) for the financial year ended March 31, 2025.

As disclosed in the announcement made on BSE under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on 04^th April, 2025, the Company had filed an application with the Reserve Bank of India (RBI) for registration as a Non-Banking Financial Company (NBFC) after fulfilling the Principal Business Criteria. The RBI returned the application with a direction to first settle the existing credit facilities availed from other NBFCs and reapply by 31^st July, 2025. The Company is in the process of settling the said facilities and will reapply accordingly. Business operations continue in compliance with applicable laws.

Mr Girish Champaklal Choksey, (DIN: 00246196) and Mr. Rajesh Motilal Loya, (DIN: 00252470) have ceased to be the Independent Directors upon completion of their second term as Independent Director of the Company on 30^th September, 2024, after the close of business hours.

Mr. Bhairav Surendra Sheth, (DIN: 10664819) and Mr. Vishal Jain, (DIN: 02455598) was appointed as an Independent Directors of the Company as defined under Section 149(6) of the Companies Act, 2013 and as required under Section 149(7) of the Companies Act, 2013 in the 46^th AGM of the Company for a term of 5 years with effect from 01^st October, 2024 to 30^th September, 2029.

23. Details in respect of adequacy of internal financial controls with reference to the financial statements.

The existing internal financial controls are adequate and commensurate with the nature, size, complexity of the Business and the Business Processes followed by the Company. The Company has a well laid down framework for ensuring adequate internal controls over financial reporting. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

24. Risk management policy.

Your company does not find a place in the list of top 500 listed entities, hence it does not have a Risk Management Committee.

25. Vigil mechanism.

The Company has established vigil mechanism for directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and provides for direct access to Mr. Bhairav Surendra Sheth - Chairperson of the Audit Committee in exceptional cases. The details of establishment of such mechanism have been disclosed on the website of the Company.

26. Statutory Auditors.

As required under the provisions of section 139 of the Companies Act, 2013, and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, Pulindra Patel and Co, Chartered Accountants (Firm Registration No. 115187W) were appointed as the Statutory Auditors of the Company from conclusion of the 44^thAnnual General Meeting (AGM) held on until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2027.

27. Secretarial Auditors.

M/s. Shah Patel and Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the Financial Year 2024-25. The Secretarial Audit Report is set out as "Annexure-I" and forms a part of this Annual Report.

Pursuant to Regulation 24A of the Listing Regulations read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee proposed appointment of Shah Patel and Associates, (Firm Registration No.: P2015MH046300) as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from the Financial Year 2025-26 till Financial Year 2029-30, subject to approval of Members at the AGM. Accordingly, a resolution seeking approval by the Members is listed in the AGM Notice as Special Business.

M/s. Shah Patel and Associates, have confirmed their eligibility under Section 204 of the Act and the rules framed thereunder, Regulation 24A of the Listing Regulations for appointment as Secretarial Auditors of the Company. As required under the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Company Secretaries of India.

28. Explanation/ Comments by the Board on qualification, reservation or adverse remark or disclaimer made in Auditors Report and Secretarial Audit Report.

Remarks – We draw your Kind Attention to Note No. 31, to the standalone financial statement, The Company had filed application with RBI on 17^th December, 2024 seeking registration as Non- Banking Financial Company (NBFC) after the company had complied with the Principal Business Criteria specified for NBFC. The said application was returned by RBI with advice to settle the existing credit facilities being enjoyed by the Company from other NBFCs and thereafter make a fresh application latest by 31^st July 2025 to register as Type I-NBFC-ND.

Explanation - In view of the same, the Company continues to follow the normal practice of Ind As disclosures as applicable to the Company while preparing Financial Statement as on 31^st March, 2025.

29. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

The Auditors have not reported any fraud(s) during the period under review.

30. Disclosure about Corporate Social Responsibility.

As per the provisions of Section 135 read with the Section 198 of the Companies Act, 2013, there is CSR obligation for the year 2024-25. The Companys CSR policy is available on the website of the Company at https://www.dhootfinance.com/resource/Financials/policies.aspx The requisite details on CSR initiatives pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as ‘Annexure III to this Report.

31. Directors responsibility statement.

Your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

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 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 2024-2025;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

32. Changes in Share Capital.

There is no change in the Issued, Subscribed and Paid-Up Share Capital of the company.

33. Compliance with Secretarial Standards.

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India (ICSI).

34. Other Statutory Disclosures.

The other statutory disclosures pursuant to Sections 134, 135, 188, 197 and other applicable provisions of the Companies Act, 2013 read with related Rules are attached herewith.

35. Human Resources.

The Company considers its employees as most important resources and asset. The Company follows a policy of building strong teams of talented professionals. The Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset. The Company ensures that safe working conditions are provided in the offices of the Company.

The Company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company. The overall industrial relations in the Company have been cordial.

Following is details of number of employees in Company as on closure of financial year:

Sr. No. Category	Number of Employees
1. Male	6
2. Female	1
3. Transgender	0

The requisite details under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of ‘Annexure II to this Report

36. Corporate Governance Report, and Management Discussion and Analysis Report.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Corporate Governance Report, and Management Discussion and Analysis Report along with the Certificate received from M/s. Shah Patel & Associates, Practising Company Secretaries, confirming compliance with corporate governance requirements as per SEBI Listing Regulations are annexed as ‘Annexure IV and ‘Annexure V respectively to this Report.

37. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

a) The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH

Act"). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of workplace complaints, including complaints on sexual harassment during the year under review or the following is a summary of complaints received and resolved during the reporting period:

Sl. No Nature of Complaints	Received	Disposed Off	Pending
1. Sexual Harassment	-	-	-
2. Workplace Discrimination	-	-	-
3. Child Labour	-	-	-
4. Forced Labour	-	-	-
5. Wages and Salary	-	-	-
6. Other HR Issues	-	-	-

b) The disclosures regarding Sexual Harassment at workplace form a part of Corporate Governance Report.

38. Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

39. Appointment Of Designated Person (Management and Administration) Rules 2014 - Rule 9 of the Companies Act 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting held on 07^th November 2023 and the same has been reported in Annual Return of the company.

40. Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of the Companies Act 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2025.

41. General Disclosure.

During the Financial Year under review:

(i) the Companys securities were not suspended.

(ii) the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

(iii) the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

(iv) the Company has not issued any Sweat Equity Shares to its Directors or employees.

(v) the Company has not failed to implement any corporate action.

(vi) the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

(vii) there was no revision of financial statements and Boards Report of the Company.

(viii) no application has been made under the Insolvency and Bankruptcy Code, hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

(ix) the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

42. Acknowledgments.

Your Directors wish to place on record its appreciation to the Staff, Executives, Companys Bankers, Auditors and Government Authorities for their co-operation, guidance and support.

	For & on behalf of the Board
	Dhoot Industrial Finance Limited
	Sd/-
Place: Mumbai	Rajgopal Dhoot
Date: 23rd May, 2025.	Chairman