Veljan Denison Ltd Directors Report

To

The Members of

VELJAN DENISON LIMITED

Your Directors take pleasure in presenting the 50th Annual Report on the affairs of the Company along with the AuditedAccounts for the year ended March 31, 2024.

(Figures in Rs Lakhs)

1. FINANCIALRESULTS:

Particulars	Standalone		Consolidated
	Year ended 31-03-2024	Year ended 31-03-2023	Year ended 31-03-2024	Year ended 31-03-2023
Income :
Revenue from Operations	12425.46	11064.40	13769.28	12057.74
Other Income	271.73	203.67	282.27	206.56
Total Revenue	12697.19	11268.07	14051.55	12264.30
Expenditure:
Cost of Materials Consumed	5086.52	4412.16	5287.20	4662.97
Changes in inventories of Finished goods, Work-in- Progress and Stock-in-Trade	(573.31)	(281.91)	(573.31)	(281.91)
Employee Benefit Expenses	1072.96	1003.49	1556.00	1284.30
Finance Costs	101.53	77.73	102.78	78.36
Depreciation & Amortization Expenses	475.45	485.15	559.13	539.02
Other Expenses	3803.07	3594.96	4162.14	3820.94
Total Expenses	9966.22	9291.58	11093.94	10103.68
Profit before Tax	2730.97	1976.49	2957.61	2160.62
Tax Expenses
(1) i. Current Tax	657.66	508.46	702.99	520.37
ii. Previous Period	16.17	-	16.17	-
(2) Deferred Tax	20.61	9.86	31.01	37.88
Profit for the year	2036.53	1458.17	2207.44	1602.37
Earning per Equity Share of the face value of Rs. 10 each Basic and Diluted (in Rs.)	90.51	64.81	98.11	71.22

2. COMPANYS PERFORMANCE:

During the year under review the sales were higher at Rs. 12425.46 Lacs as against Rs. 11064.40 Lacs in the previous year. The Profit before tax stood at Rs. 2730.97 Lacs as against Rs. 1976.49 Lacs for the previous year. The Net Profit stood at Rs. 2036.53 Lacs as against Rs. 1458.17 Lacs for the previous year.

During the year under review, the Company registered a consolidated sales of Rs. 13769.28 Lakhs as against Rs.12073.26 Lacs in the previous year and the consolidated net profit stood Rs. 2207.44 lakhs as against Rs.1602.38 Lacs for the previous year.

3. FUTURE OUTLOOK:

The global hydraulic market was valued at USD 46.06 billion in 2024 and is anticipated to grow at a CAGR of 3.5% from 2024 to 2034. The global hydraulic market is expected to reach USD 64.71 billion by 2034. The major factors for the growth of the industry are the demand for material handling equipment, cutting-edge agricultural equipment and growing adoption of hydraulic equipment by various industries. The demand for hydraulic and pneumatic cylinders is also increasing in number of manufacturing and other sectors, which is expected to propel the cylinder market.

The long term outlook of the hydraulic industry continues to be promising and challenging. By increasing the manufacturing base, your Company expects to better the revenues with improved margins in the coming years.

4. EVENTS SUBSEQUENTTOTHE DATE OFFINANCIALSTATEMENTS:

There were no material changes/ commitments affecting the financial position or operations of the Company between March 31, 2024 and the date of Boards Report.

5. MANAGEMENTDISCUSSIONSANDANALYSIS REPORT:

Management Discussions and Analysis Report, as required under Regulation 34 of SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is annexed and forms part of this report.

6. DIVIDEND:

Your Directors are pleased to recommend the payment of Dividend of Rs 17/- per equity share of Rs. 10/- each on the paid-up capital of Rs. 2.25 Crores (or Rs. 8.50/- per equity share of Rs. 10/- each on the paid-up capital of Rs.4.50 Crores after the issue of bonus shares) for the year ended March 31, 2024. The Dividend if approved by the shareholders of the Company in the ensuing Annual General Meeting will be paid out of the profits of the Company to all Shareholders of the Company whose names appear on the Register of Members as on the date of the Book Closure.

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. 01st April, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. The shareholders are requested to update their PAN with the Company/ RTA or depositories. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

7. RESERVES:

The Company has transferred Rs. 13.03 Crores to General Reserves of the Company.

8. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is annexed to this Report.

10. NUMBER OFMEETINGS OFTHE BOARD OFDIRECTORSAND COMMITTEES:

The Board of Directors met 5 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of thisAnnual Report.

11. DIRECTORSAND KEYMANAGERIALPERSONNEL:

None of the directors of the company is disqualified under the provisions of the Companies Act 2013 or under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the Company, Mr. V.C. Janardan Rao (DIN: 00181609) retires by rotation at this Annual General Meeting. As per the internal retirement policy adopted by the Board of Directors, the Board do not recommend his re-appointment at the ensuing AGM.

Mr. V.C. Janardan Rao is the companys founder, and his contributions to building the company to its present position are unparalleled and the experience he brings is invaluable. Consequently, the board designated him as Chairman Emeritus of the Company for a period of 3 years w.e.f. 06.09.2024. He will have the freedom to attend all Board Meetings and CSR Committee meetings and will mentor the management team in his role as Chairman Emeritus.

KEYMANAGERIALPERSONNEL:

As on the date this report, the following are the Key Managerial Personnel of the Company:

1. Mr.V.C. Janardan Rao	Chairman & Managing Director
2. Mr. U. Sri Krishna	Executive Director & CEO
3. Mr.G. Subba Rao	Chief Financial Officer
4. Mr. B. Narahari	Company Secretary and compliance officer

12. STATEMENTON DECLARATION GIVEN BYINDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the companiesAct, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015.

13. ANNUALEVALUATION BYTHE BOARD OFITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of itsAudit and other Committees.

14. COMPANYS POLICYON DIRECTORSAPPOINTMENTAND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 relating to the remuneration for the Directors, Key Managerial Personnel, and other employees.

15. INTERNALFINANCIALCONTROLSYSTEMSAND THEIRADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

InternalAuditors:

The Board of Directors of the Company had appointed M/s. M.V. Narayana Reddy & Co., CharteredAccountants as Internal Auditors of the Company for the Financial Year 2023-24 and to maintain its objectivity and independence, the InternalAuditor submitted their reports to the Chairman of theAudit Committee of the Board.

16. AUDITORS:

Members at 48th Annual General Meeting had appointed M/s. Brahmayya & Co., Chartered Accountants, Hyderabad (Firm Reg. No. 000513S) as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 48th Annual General Meeting (AGM) till the conclusion of 52nd Annual General Meeting to be held in the calendar year 2027.

During the year under review, the Statutory Auditors of the Company have not reported any fraud as required under Section 143(12) of the CompaniesAct, 2013.

The Auditors Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remarks.

17. SECRETARIALAUDITORS &THEIR REPORT:

The Board had appointed M/s BS & Company, Company Secretaries LLP, Hyderabad to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2023-24. The report of the SecretarialAuditor is annexed to this report.

Their report for the Financial Year 2023-24 does not contain any adverse remark/comment. However the Auditors have made factual disclosures in their report forming part of the Audit Report. Their disclosure and Companys reply is stated as under:

- During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards except for filing of one form with Registrar of Companies

The Company has been regular in filing the returns on time and the Company has taken necessary steps to ensure the compliance at the earliest.

18. TRANSFER OFUNPAID/ UNCLAIMEDAMOUNTSTO IEPF:

Pursuant to the provisions of Sections 124 and 125 of theAct read with the IEPF (Accounting,Audit, Transfer and Refund) Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a period of 7 years is required to be transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer all shares on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to the demat account of the IEPF Authority. Hence, the Company urges all the shareholders to encash/claim their respective dividend during the prescribed period.

During the financial year 2023-24, the dividend for the year 2015-16 remaining unpaid and unclaimed for 7 years was transferred by the Company to IEPF.

The Members / claimants whose shares or unclaimed dividends get transferred to IEPF may claim the shares or apply for refund from the IEPF Authority by following the refund procedure as detailed on the website of IEPF Authority at http://www.iepf.gov.in/IEPF/refund.html.

19. PARTICULARS OFLOANS, GUARANTEESAND INVESTMENTS

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

The Company had not given any loans, guarantees or made investments as per the provisions of Section 186 of the Companies Act, 2013 during the financial year under review and also there are no outstanding amounts of loans given, guarantees provided and / or investments made at the beginning of the year.

20. DETAILS OFSUBSIDIARY,ASSOCIATEAND JOINTVENTURE OFTHE COMPANY:

The Company has a wholly owned subsidiary M/sAdan holdings Limited, United Kingdom which is the holding company of M/sAdan Limited.

The Company does not have any associate or joint venture during the year under review.

The details of the subsidiary are given in Form AOC -1 which is been annexed separately and forms part of this report

21. TRANSACTIONS WITH RELATED PARTIES:

All related party transactions done by the company during the financial year were at arms length and in the ordinary course of business.All related party transactions were placed in the meetings ofAudit committee and the Board of directors for their necessary review and approval. Details of all such transactions as required under section 188 of the CompaniesAct are annexed in FormAOC-2 forming part of the Boards Report.

Disclosures pursuant to Accounting Standards on related party transaction have been made in the notes to the Financial Statements.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which can be accessed at the Companyswebsite http://veljan.in/investors.html.

22. CORPORATE SOCIALRESPONSIBILITY:

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has made contributions to various activities as approved by the Committee and is in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of this report.

23. EXTRACT OFANNUALRETURN:

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Companys website at http://veljan.in/investors.html and forms part of this report.

24. PARTICULARS OFEMPLOYEES:

There are no employees in the company in receipt of amounts covered in rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure pertaining to remuneration and other details of top 10 employees of the Company are made available for inspection at the Registered office of the Company with the Company Secretary during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same shall be provided without any fee.

25. MANAGERIALREMUNERATION:

Details of the ratio of the remuneration of each of the director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 has been annexed separately and forms part of this report.

26. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Secretarial Auditors regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is provided elsewhere and forms part of this report.

27. LISTING:

The Equity Shares of your Company are continued to be listed on BSE Limited. There are no payments outstanding to the Stock Exchange and the company has paid the listing fee for the financial year 2024-25.

28. DIRECTORSRESPONSIBILITYSTATEMENT:

In terms of Section 134(5) of the CompaniesAct, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that (based on the representations received from the Management):

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2024 and of the Profit of the Company for that period ;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared theAnnualAccounts on a going concern basis;

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

vi) they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITIONAND REDRESSAL)ACT, 2013:

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.All employees of the Company are covered under the aforementioned Policy.

During the year under review, the company has not received any complaints pertaining to sexual harassment

30. DETAILS OFSIGNIFICANTAND MATERIALORDERS PASSED BYTHE REGULATORS:

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.

31. VIGILMECHANISM/WHISTLE BLOWER POLICY:

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct applies to all the employees, including Directors of the Company.

The Code of Conduct is available on the Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Companys Code of Conduct.

32. REPORTON CORPORATE GOVERNANCE:

In accordance with the Regulation 16 of the SEBI (LODR) Regulations, 2015, the Company has complied with all mandatory recommendations.AReport on corporate Governance is provided elsewhere and forms part of this report.

33. INDUSTRIALRELATIONSAND HUMAN RESOURCES:

Your company believes that its employees are one of the most valuable assets of the Company and the Board appreciates the employees across the cadres for their dedicated service to the company and expects their continuous support and higher level of productivity for achieving the targets set for the company. The total employee strength is over 289 as on March 31, 2024.

34. SHARE CAPITAL:

There was no change in the Authorized Share Capital (Rs. 3 Crores) and Paid up Share Capital (Rs. 2.25 Crores) of the Company during the year under review.

The Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

35. INSURANCE:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

36. CHANGE IN THE NATURE OFBUSINESS:

There was no change in the nature of business of the Company.

37. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THEYEAR:

Appointments:

1. Mr. Manish Mohan Motwani was appointed as an Independent Director of the Company w.e.f. 08.02.2024.

2. Mr. V.G. Srinivas was appointed as a Non-Executive Director of the Company w.e.f. 30.03.2024.

Cessation: NIL.

38. RISK MANAGEMENT:

The Board of Directors has formed a risk management policy to identify, evaluate, mitigate and monitor the risk associated with the business carried by the company. The Board reviews the risk management plan and ensures its effectiveness.Amechanism has been put in place which will be reviewed on regular intervals.

39. COMMITTEES OFTHE BOARD:

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance forming part of theAnnual Report.

40. COSTAUDIT:

Pursuant to provisions of section 148 of the CompaniesAct, 2013 read with Companies (Cost Records andAudit) Rules, 2014 cost audit is applicable for the financial year 2023-24 for the Company and the Board has appointed M/s SRK & Co, CostAuditors, Hyderabad as CostAuditor of the Company for the FY2023-24.

41. COMPLIANCE OFSECRETARIALSTANDARDS:

The Company has duly complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India, for the Board and General Meetings.

42. CORPORATE POLICIES OFTHE COMPANY:

The policies are reviewed periodically by the Board and updated as needed.The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandate the formulation of certain policies for all listed companies. The corporate governance policies like Familiarization Programme for Independent Directors, Policy for Determination of Materiality of an Event or Information, Policy on Preservation of Documents and Policy on Related Party Transactions etc for are available on the Companys website, at http://veljan.in/investors_policy.html.

43. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, BusinessAssociates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for continued support and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

	By order of the Board
	FOR VELJAN DENISON LIMITED
Place: Hyderabad	V.C. Janardan Rao
Date: 06.09.2024	Chairman & Managing Director
	DIN: 00181609