Divine Power Energy Ltd Directors Report

To,

The Members,

Divine Power Energy Limited

(Formerly Known as PDRV Enterprises Private Limited)

New Delhi

The Board of Directors (“the Board”) is pleased to present the Companys Twenty Fourth (24th) Annual Report detailing the performance and key developments in the business and operations of the Company during the financial year ended March 31, 2025. This report is accompanied by the Audited Standalone Financial Statements, along with the Auditors Report thereon, in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Board expresses its gratitude to all shareholders, employees, customers, partners, and regulatory authorities for their continued support and confidence in the Company.

1. FINANCIAL SUMMARY

The Companys standalone financial performance for the financial year ended March 31, 2025 are summarized below:

(Amount in INR Lakhs)

Particulars	31st March 2025	31st March 2024
Revenue From Operations	34,166.78	22,208.00
Other Income	52.40	63.99
Total Revenue	34,219.18	22,271.99
Total Expenditure	32,924.20	21,455.41
Profit/(Loss) before Exceptional & Extraordinary Items and Tax	1,294.98	816.58
Exceptional Items	-	-
Profit/(Loss) before Extraordinary Items and Tax	1,294.98	816.58
Extra Ordinary Items	-	-
Profit/Loss Before Tax	1,294.98	816.58
Current Tax	361.74	224.25
Deferred Tax	7.61	(48.95)
Tax Adjustment of Previous years	10.33	-
Profit/(Loss) for the year	915.30	641.28

2. RESULT HIGHLIGHTS

In accordance with the provisions of the Act, and SEBI Listing Regulations, the financial statements of the Company have been prepared in compliance with the Indian Accounting Standards (“Ind AS”) prescribed under the Act, read with Companies (Accounts) Rules, 2014, as amended.

During the financial year 2024-2025 your Company has generated revenue from operations of Rs. 34,219.18 Lakh (including other income) as compared with the corresponding figure of previous Financial year of Rs. 22,271.99 (Lakhs) and earns net profit after tax Rs. 915.30 Lakh as compared with the corresponding figure of previous Financial year of Rs. 641.28 Lakh. The total revenue is increased by 11,947.19 Lakh as compared to last year as well as net profit after tax is also increased by 274.02 Lakh as compared to last year.

3. DIVIDEND

To strengthen the liquidity of the Company and to augment working capital your directors have decided not to recommend any dividend.

4. TRANSFER TO RESERVE

"During the financial year, the companys Securities Premium Account increased by ?432,612,000, reflecting proceeds from the IPO and the preferential issue dated July 2, 2024, and March 24, 2025, respectively. In addition, the companys profit of ?91,530,000 for the year has been transferred to Reserves and Surplus under the sub-head ‘Surplus in Profit and Loss Statement. Together, these transfers have strengthened the companys financial position and bolstered its reserve base, thereby enhancing capital adequacy to support future business expansion and growth.

5. CHANGE IN SHARE CAPITAL

There is change in the share capital of the Company during the financial year 2024-2025 which are as under:

PUBLIC ISSUE

> Day & Date of Allotment: 28th June, 2024 (Friday)

> Number of Equity Shares Allotted: 56,88,000 (Fifty-Six Lakhs & Eighty Eight Thousands Only) Equity Shares.

> Face Value per Share: ? 10/- Per Equity Share

> Issue Price per Share: ? 40/- (Rupees Forty Only) Per Equity Share including premium of ? 30/- (Rupees Thirty Only) Per Equity share.

> Total Amount Raised: ? 22,75,20,000 (Rupees Twenty-Two Crore Seventy Five Lakhs & Twenty Thousand)

> Object of the Issue: Our Company intends to utilize the Net Proceeds for the following objects (“Objects of the Issue”):

1. Working Capital Requirement of the Company

2. General Corporate Purpose

> As a result of the Public Issue, the paid-up share capital of the company increased by ? 5,68,80,000 (Five Crore Sixty Eight Lakhs & Eighty Thousands Only)

> Therefore the total paid -Capital of the Company became ? 21,46,70,800 (Twenty One Crore Forty Six Lakhs Seventy Thousands Eight Hundred Only.)

PREFERENTIAL ISSUE

> Day & Date of Allotment : 22nd March, 2025 (Saturday)

> Number of Equity Shares Allotted: 22,98,000 (Twenty Two Lakhs & Ninety Eight Thousand Only) Equity shares.

> Allottees: Non- Promoter Category

> Face Value per Share: ? 10/- Per Equity Share.

> Issue Price per Share: ? 124/- (Rupees One Hundred & Twenty-Four Only) Per Equity Share including premium of ?114/- (Rupees One Hundred & Fourteen Only) per Equity share.

> Total Amount Raised: ? 28,49,52,000 (Rupees Twenty Eight Crore Forty Nine Lakhs & Fifty Two Thousands Only.

> Object of Issue: Acquisition of “Vimlesh Industries Private Limited” (“the Wholly -owned subsidiary”) which is engaged in the same industry as “Divine Power Energy limited” (“the Holding Company”).

Therefore, this acquisition offers significant benefits to Divine Power Energy Limited, primarily through a strategy known as horizontal integration. This strategy involves a company expanding by acquiring a business that operates at the same level in the value chain within the same industry.

> This Preferential Issue further increased the paid-up share capital of the Company by ?2,29,80,000 (Rupees Two Crore Twenty Nine Lakhs & Eighty Thousands Only).

> Therefore, as on 31st March, 2025 the total paid -Capital of the Company is ?23,76,50,800 (Twenty-Three Crore Seventy-Six Lakhs Fifty Thousands Eight Hundred Only.)

6. MAJOR EVENTS HELD DURING THE FY 2024-2025.

There was following major event held in the Company during the Financial year 2024-2025 which are as under:

a) INITIAL PUBLIC OFFERING (IPO) AND LISTING ON NSE (EMERGE)

This is the most significant event for the company in the financial year. The Board Report should detail the success and strategic importance of this milestone.

• Date of IPO: the official listing date on the NSE SME is July 2, 2024.

• Issue Details: the total issue size is 22.76 crores, the number of shares issued is 56.88 lakh shares, and the issue price per share is ?40, the upper end of the price band.

• Purpose of the IPO: primarily for funding the companys working capital requirements and for general corporate purposes.

• Market Reception: the overwhelming response from investors, the significant oversubscription in both retail and non-institutional investor categories, which demonstrates strong market confidence in the companys business model and future prospects.

b) FINANCIAL PERFORMANCE AND GROWTH

The detailed analysis of the companys financial results for the year ended March 31, 2025. This should include key financial metrics and a comparison to the previous year.

• Revenue Growth: The substantial year-on-year growth in total revenue, which increased by over 53% in FY 2025. This indicates a strong operational performance and growing market presence.

• Profitability: Increase in profit after tax (PAT) and a solid operating profit margin, which demonstrates the companys efficiency and ability to generate healthy returns.

• Capital Structure: The changes to the companys balance sheet, including the increase in total assets and equity, primarily due to the fresh issue of shares from the IPO.

c) ACQUISITION OF VIMLESH INDUSTRIES PRIVATE LIMITED

During the financial year under review, your company, Divine Power Energy Limited, successfully completed the acquisition of “Vimlesh Industries Private Limited” (the Wholly-owned Subsidiary”), a company specializing in the manufacturing of aluminium and copper wires. This strategic move is a significant step towards vertical integration and business expansion.

• Strategic Rationale for the Acquisition

The Board of Directors approved this acquisition after a thorough evaluation of its potential to create long-term shareholder value and the key strategic objectives of the acquisition which include:

1. Vertical Integration and Supply Chain Control: The acquisition of “Vimlesh Industries Private Limited” will enable Divine Power Energy Limited to gain control over a critical part of its supply chain, ensuring a stable and high-quality supply of aluminium and copper wires, which are essential inputs for our core business.

2. Operational Synergies: The integration is expected to result in significant cost savings through economies of scale, optimized production processes, and reduced reliance on third-party suppliers.

3. Business Diversification: The acquisition provides Divine Power Energy Limited with a foothold in the wire manufacturing sector, diversifying our revenue streams and reducing reliance on a single business segment.

4. Enhanced Market Position: The combined strength of both companies will create a more competitive entity with an expanded product portfolio and a stronger market presence.

7. NATURE OF BUSINESS

Our company primarily engaged in the manufacturing and supply of various types of wires and strips, which are critical components for the power distribution sector.

The Core Products manufactured by our Company are as follows: Bare Copper and Aluminum Wires/Strips and Winding Copper and Aluminum Wires/Strips.

These products are insulated with materials such as paper, cotton, fiberglass, and super enamel. They are primarily used in the manufacturing and maintenance of transformers, which are essential for regulating voltage and current in power distribution networks. The company has also started producing fiberglass-covered wires and strips for use in electromagnetic coils, expanding its market to industries like solar and automobile ancillaries.

Manufacturing and Operations:

• The companys manufacturing facility is located in Sahibabad, Ghaziabad (Uttar Pradesh), with a capacity to handle a significant amount of both aluminum and copper per month.

• The business relies on a robust supply chain, with raw materials (copper and aluminum rods) procured from reliable suppliers like NALCO, Birla Copper, and Hindalco.

• The company has a strong presence in North India, with key markets in Uttar Pradesh, Delhi, Uttarakhand, Haryana, Punjab, and Bihar. It has also recently expanded into markets in Karnataka and Gujarat.

8. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year 2024-2025

9. CORPORATE GOVERNANCE

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (as per the Regulations and rules the Corporate Governance is not applicable on SME Listed Companies).

In addition to applicable provision of Companies Act, 2013 with respect to the Corporate Governance provision of the SEBI (LODR) Regulation, 2015 will also be complied with the extend to applicable to our Company immediately upon the Listing of the Equity Shares on the Stock Exchange.

Our Company stands committed to good Corporate Governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations, in respect of corporate governance including constitution of the Board and Committees thereof

The Corporate Governance framework is based on an effective Independent Board, the Boards Supervisory role from the executive management team and constitution of the Board Committees, as required under law.

The Board functions either as a full board or through the various committees constituted to oversee specific operational areas.

The Board of Divine Power Energy Limited consists of Five Directors with a fair representation of Executive, Non-Executive and Independent Directors. As per SEBI (LODR) Regulations, the Company has two Independent Directors. There is no institutional nominee on the Board. Details of Directors retiring by rotation and their brief are provided in the notice to Annual General Meeting. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013.

Companys philosophy on the Code of Governance

Corporate Governance is a set of systems and practices to ensure that the affairs of the Company is being managed in a way which ensures accountability, transparency and fairness in all its transactions in widest sense and meet up its stakeholders aspirations and societal expectations.

The Company has always endeavored to implement the Corporate Governance process in the most democratic form as maximization of shareholders wealth is cornerstone of our Company. For the Company the advent of the SEBI (LODR) Regulations 2015 has paved way for sharing with the stakeholders, the corporate governance practices, which are deeply rooted in the corporate culture of the Company. Our Company has been committed in adopting and adhering to global recognized standards of corporate conduct towards its employees, clients and the society at large. The management team of our Company exerts the strict adherence to corporate governance practices in order to cover the entire spectrum of governance activities and benchmark its practices with the prevailing guidelines of Corporate Governance.

10. NUMBER OF BOARD MEETING HELD

During the year under review 18 (Eighteen) meeting of the Board of Director were held as under:

02.05.2024	31.05.2024	10.06.2024	14.06.2024	15.06.2024	24.06.2024
28.06.2024	24.07.2024	06.09.2024	23.10.2024	13.11.2024	29.11.2024
09.12.2024	26.12.2024	15.01.2025	17.02.2025	22.03.2025	26.03.2025

The details of attendance of Director with respect to above meeting are as follows:

S. No.	Name of Directors	DIN	No. of Board Meetings Attended /Entitled to Attend	Attendance at Annual General Meeting
1	Mr. Rajesh Giri	02324760	18	Yes
2	Mr. Vikas Talwar	01709711	18	Yes
4.	Mr. Vikram Grover	09692781	06	Yes
5.	Mrs. Deepika Gaur	07948326	07	Yes
6.	Mrs. Dali Giri	01137115	18	Yes

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details regarding our Board of Director as on 31st March, 2025 are set forth in table:

Name	Designation	DIN	Date of Appointment	Date of Cessation
Mr. Rajesh Giri	Managing Director	02324760	14/06/2012	--
Mr. Vikas Talwar	Executive Director	01709711	14/06/2012
Mr. Vikram Grover	Independent Director	09692781	19/12/2023	--
Mrs. Deepika Gaur	Independent Director	07948326	19/12/2023	--
Mrs Dali Giri	Non-Executive Director	01137115	23/11/2023	?
Mr. Sujeet Kumar Saxena	Chief Financial Officer	?	01/11/2023	?
Mr. Aman Gupta	Company Secretary	?	01/08/2023	18.05.2024
Ms. Swati Bansal	Company Secretary	?	31/05/2024	?

Changes in Directors and Key Managerial Personnel during the Financial Year:

• During the Financial year, there was Change in the Key Managerial Personnel (KMP) of the Company - Mr. Aman Gupta, Company Secretary of the Company resigned from his position due to his personal reasons w.e.f. 18th May, 2024 and Ms. Swati Bansal was appointed as the Company Secretary & Compliance Officer of the Company with effect from May 31, 2024.

Retirement by Rotation:-

In terms of Section 152 of the Companies Act, 2013 Mrs. Dali Giri (DIN: 01137115), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered herself for reappointment.

12. BOARD COMMITTEES

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently Four committees of the Board, namely:

1. Audit Committee.

2. Nomination & Remuneration Committee.

3. Stakeholders Relationship Committee.

4. Internal Complaints Committee (ICC) for Prevention of Sexual Harassment (POSH)

The details of the committees along with their composition are discuss below:

Audit committee:

Your Company has constituted Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. The Audit Committee comprises of the following Members as on 31st March, 2025.

Name of Director	Nature of Directorship	Designation in Committee
Mr. Vikram Grover	Non-Executive Independent Director	Chairman
Mrs. Deepika Gaur	Non-Executive Independent Director	Member
Mr. Dali Giri	Non-Executive Director	Member

During the year under review 05 (Five) meeting of the Audit Committee were held as under:

No. of Meetings of Audit Committee	Name of the Board of Directors Present
10th June, 2024	Mr. Vikram Grover, Mrs. Deepika Gaur and Mrs. Dali Giri
06th September, 2024	Mr. Vikram Grover, Mrs. Deepika Gaur and Mrs. Dali Giri
13th November, 2024	Mr. Vikram Grover, Mrs. Deepika Gaur and Mrs. Dali Giri
29th November	Mr. Vikram Grover, Mrs. Deepika Gaur and Mrs. Dali Giri
17th February, 2025	Mr. Vikram Grover, Mrs. Deepika Gaur and Mrs. Dali Giri

Nomination and Remuneration Committee:

Your Company has constituted a Nomination and Remuneration Committee in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; The Nomination and Remuneration Committee comprises of the following Members as on 31st March, 2025.

Name of Director	Nature of Directorship	Designation in Committee
Mr. Vikram Grover	Non-Executive Independent Director	Chairman
Mrs. Deepika Gaur	Non-Executive Independent Director	Member
Mrs. Dali Giri	Non-Executive Director	Member

During the year under review 02 (Two) meeting of the Nomination and Remuneration Committee were held as under:

No. of Meetings of Audit Committee	Name of the Board of Directors Present
31st May, 2024	Mr. Vikram Grover, Mrs. Deepika Gaur and Mrs. Dali Giri
09th December, 2024	Mr. Vikram Grover, Mrs. Deepika Gaur and Mrs. Dali Giri

Stakeholders Relationship Committee:

Your Company has constituted a Stakeholders Relationship Committee in accordance with the section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, to redress complaints of the shareholders. The Stakeholders Relationship Committee comprises the following Members as on 31st March, 2025:

Name of Director	Nature of Directorship	Designation in Committee
Mrs. Deepika Gaur	Non-Executive Independent Director	Chairman
Mrs. Dali Giri	Non-Executive Director	Member
Mr. Rajesh Giri	Managing Director	Member

During the year under review 01 (One) meeting of the Nomination and Remuneration Committee were held as under:

No. of Meetings of Audit Committee	Name of the Board of Directors Present
29th November, 2024	Mrs. Deepika Gaur, Mrs. Dali Giri and Mr. Rajesh Giri

Internal Complaints Committee (ICC) for Prevention of Sexual Harassment (POSH):

Name of the Director	Status	Nature of Position
Mrs. Dali Giri	Presiding Officer	Non- Executive Director
Mrs. Archana Srivastava	Internal Member of the Committee	HR
Mr. Anuj Talwar	Internal Member of the Committee	General Manager
Ms. Ruchika Chopra	External Member of the Committee	Practicing Company Secretary

During the year under review 01 (One) meeting of the Nomination and Remuneration Committee were held as under:

No. of Meetings of Audit Committee	Name of the Board of Directors Present
16th May, 2024	Mrs. Dali Giri, Mrs. Archana Srivastava, Mr. Anuj Talwar and Mrs. Ruchika Chopra

13. SECRETERIAL STANDARD RELATING TO THE MEETINGS

The Company has complied with the applicable Secretarial Standards (SS) i.e. SS-1 (on Meeting of Board of directors) and SS-2 (on General Meeting) during the financial year 2024-2025.

14. PEFORMANCE EVALUATION OF THE BOARD, ITS COMMITTES AND INDIVIDUAL DIRECTOR.

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of Independent Directors, performance of NonIndependent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

15. DECLARATION BY THE INDEPENDENT DIIRECTOR

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors, confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred or disqualified from holding the office of director under any order of MCA, SEBI or other regulator. The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.

16. SEPARATE MEETING OF INDEPENDENT DIRETORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Friday, 29th November, 2024 at Registered office of the Company at Unit No. Offices, First Floor, CSC-II, B-Block, Surajmal Vihar, East Delhi, Delhi- 110092 to evaluate their performance.

17. NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Act and the SEBI Listing Regulations, the Board has adopted a Nomination and Remuneration Policy which outlines the procedures and guidelines for the identification, evaluation, and determination of the remuneration for Directors, Key Managerial Personnel and Senior Management. It also specifies the criteria for assessing the qualifications, positive attributes, and independence of Directors, along with other matters as mandated under the Act and SEBI Listing Regulations. During the year under review, the Nomination and Remuneration Policy was amended inter-alia to ensure alignment with the prevailing legal requirements to reflect the intent of the law in letter and in spirit. The salient features of the Nomination and Remuneration Policy of the Company are annexed as “Annexure-I” to this Report. The detailed policy is also available on the website of the Company at www.dpel.in

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 of THE COMPANIES ACT, 2013

The Details Loan, Guarantee and Investment covered under the provision of section 186 of the Act, read with Companies (Meeting of Board and its Power) Rule 2014 as on 31st March, 2025 are given in Notes to the Financial Statement forming part of this Annual Report. The Company has not given any Loan, Guarantee or investment falling in the ambit of section 186 of the Companies Act, 2013.

19. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

The Company does have any Subsidiary, Associates and Joint Venture so this clause is not applicable in our Company.

20. AUDITORS:

a. Statutory Auditor

M/s VAPS & Company, Chartered Accountants (Firm Registration No.: 003612N) firm of the Chartered Accountant appointed as Statutory Auditor of the Company from the conclusion of 22nd Annual General Meeting till the Conclusion of 27th Annual General Meeting.

The Board has duly reviewed the Statutory Auditors Report on the Financial Statements at March 31, 2025. The report does not contain any qualification, disclaimer or adverse remarks.

b. Cost Auditor.

The Company is required to make and maintain cost record pursuant to Section 148 of the Companies Act, 2013.

In terms of the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company on the recommendation of the Audit Committee appointed Pooja Verma & Company, Cost Accountants, as the Cost Auditors, to conduct the Cost Audit of your Company for the Financial Year ended March 31, 2025. The Cost Auditors submitted their report for Financial Year 2024-2025 within the timeframe prescribed under the Companies Act, 2013 and rules made thereunder and the report does not contain any qualification, reservation, disclaimer or adverse remark.

The Board, on the recommendation of Audit Committee has appointed Pooja Verma & Associates, Cost Accountants, as Cost Auditors of the Company for Financial Year 2025-2026 at a remuneration of Rs. 50,000 plus applicable taxes and reimbursement of travel and out of pocket expenses. The Company has received consent from Pooja Verma & Associates, to act as the Cost Auditor of your Company for Financial Year 2025-2026, along with the certificate confirming their eligibility. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors has to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing Annual General Meeting.

c. Secretarial Auditor

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Sumit Bajaj & Associates, Company Secretaries, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended March 31, 2025. The report of the Secretarial Auditor is annexed to this report as ‘Annexure II. The contents of the Secretarial Audit Report are selfexplanatory and do not contain any qualification, reservation or adverse remark.

There was no qualification, reservation or adverse remark or disclaimers made by the Secretarial Auditor in the Secretarial Audit Report for the Financial Year 2024-2025.

21. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Board during the financial year under review.

22. DEPOSITS

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by any Regulators, Courts or Tribunals during the financial year that would impact the going concern status of the Company or its future operations continue in the normal course of business.

24. ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for Financial Year 2024-2025 is uploaded on the website of the Company and can be Accessed at www.dpel.in

25. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no money lying to unpaid/unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government in pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the consecutive period of seven (7) years or more which are required to be transferred to the demat account of the IEPF Authority, are not applicable to the Company

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the same period;

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

(d) they have prepared the Annual Accounts on a going concern basis;

(e) they have laid down internal financial controls in the Company that are adequate and were operating effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

27. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arms length basis on normal commercial terms and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, there is transaction required to be disclosed under form AOC-2 which is marked as “Annexure- III” of this report.

The Board has approved a Policy for Interested Related Party Transactions which has been uploaded on the Companys website www.dpel.in

The Company has frame work for the purpose of identification and monitoring of Related Party Transactions. All Related Party Transactions are placed before the Audit Committee and also to the Board of Directors for approval.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is presented in a separate section, forming part of the Annual Report. -“Annexure- IV”

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has in place adequate internal control systems commensurate with the size of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2024-2025.

30. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are given to the extent applicable in “Annexure-V” forming part of this report.

31. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

The Company has been addressing various risks impacting the Company. Risk Management is integral to your Companys strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

During the financial year under review 2024-2025, the Company has constituted Risk Management Policy, which is uploaded on the website of the Company i.e. www.dpel.in

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to playing an active role in transforming communities by creating long-term value for all stakeholders and improving their socioeconomic well-being. We believe in fostering business growth in a socially and environmentally responsible manner.

During the financial year under review 2024-2025. The provision of section 135 of the Companies Act, 2013 regarding CSR is applicable to the company.

In line with the provisions of Section 135 of the Companies Act, 2013, and the rules framed thereunder, the Company has a comprehensive CSR Policy. The said policy is available on the Companys website at www.dpel.in. The Obligation of CSR Committee is not applicable to the Company, the Board of Directors have been actively engaged in fulfilling the Companys social and environmental obligations.

Our CSR policy, duly approved by the Board of Directors, outlines our commitment to operating in an economically, socially, and environmentally sustainable manner. We are dedicated to implementing projects that align with the national development agenda and the focus areas specified under Schedule VII of the Companies Act, 2013.

During the financial year, the average net profit of the Company for the three immediately preceding financial years, as calculated under the provisions of Section 198 of the Companies Act, 2013, was Rs. 46574010.03. Accordingly, the Companys prescribed CSR expenditure for the year was Rs. 931480.20 the Board is pleased to report that the Company has spent ?10 Lakhs on various CSR activities during the year, which is in compliance with the prescribed CSR obligation.

The details of the projects and programs undertaken, along with the expenditure incurred, are provided in the "Annual Report on CSR Activities"

33. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is annexed herewith as “Annexure -VI” to this Report.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is neither an application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-2025.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act.

The Policy also provides adequate protection to the Directors, Employees and Business Associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at website of the Company at www.dpel.in

37. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee have been set up in business units to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were reported during the year under review under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Posh Policy of the Company can be accessed at website of the Company at www.dpel.in

38. INTERNAL FINANCIAL CONTROLS

The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:

(i) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization.

(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

(iii) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

(v) Proper systems are in place for the prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

39. ACKNOWLEDGMENT

The Board would like to express their sincere gratitude and appreciation to all employees at every level of the company top, middle, and lower whose dedication and hard work have been instrumental in driving our companys continuous growth and increasing shareholder value.

The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the Consumers of the Company and, above all, the Shareholders.

	FOR AND ON BEHALF OF THE BOARD
Date: 04th September, 2025	FOR DIVINE POWER ENERGY LIMITED
Place: New Delhi	RAJESH GIRI	VIKAS TALWAR
	(Managing Director)	(Director)
	DIN: 02324760	DIN: 01709711