Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on Sep 03, 2025 >>   ABB 5188.25 [ 0.81 ]ACC 1843.3 [ 1.21 ]AMBUJA CEM 574.05 [ 1.19 ]ASIAN PAINTS 2554.4 [ 0.61 ]AXIS BANK 1054.45 [ -0.12 ]BAJAJ AUTO 9116.05 [ 0.94 ]BANKOFBARODA 238.5 [ 0.80 ]BHARTI AIRTE 1883.7 [ -0.27 ]BHEL 216.9 [ 0.86 ]BPCL 314.9 [ -0.05 ]BRITANIAINDS 5912.4 [ 0.37 ]CIPLA 1579 [ 0.64 ]COAL INDIA 389.55 [ 2.53 ]COLGATEPALMO 2380.95 [ -1.35 ]DABUR INDIA 543.4 [ -0.29 ]DLF 764.3 [ 1.22 ]DRREDDYSLAB 1262.55 [ 0.42 ]GAIL 178 [ -0.75 ]GRASIM INDS 2777.05 [ -0.08 ]HCLTECHNOLOG 1466.2 [ 0.09 ]HDFC BANK 953.8 [ 1.00 ]HEROMOTOCORP 5348.8 [ 0.71 ]HIND.UNILEV 2663.9 [ -0.49 ]HINDALCO 743.05 [ 3.05 ]ICICI BANK 1397.15 [ 0.19 ]INDIANHOTELS 773.7 [ 1.07 ]INDUSINDBANK 768.3 [ 2.26 ]INFOSYS 1479.3 [ -1.19 ]ITC LTD 411.5 [ 1.19 ]JINDALSTLPOW 1029.15 [ 5.56 ]KOTAK BANK 1960.4 [ 0.92 ]L&T 3600.25 [ 0.78 ]LUPIN 1951.65 [ 3.32 ]MAH&MAH 3284.55 [ 1.57 ]MARUTI SUZUK 14921 [ 0.50 ]MTNL 44.95 [ 1.90 ]NESTLE 1194.6 [ -0.55 ]NIIT 114.8 [ 0.97 ]NMDC 74.28 [ 1.99 ]NTPC 334.35 [ -0.55 ]ONGC 239.15 [ -0.13 ]PNB 104.3 [ 1.41 ]POWER GRID 286 [ -0.23 ]RIL 1371.55 [ 0.38 ]SBI 812.15 [ 1.02 ]SESA GOA 439.4 [ 1.84 ]SHIPPINGCORP 221.95 [ 0.93 ]SUNPHRMINDS 1579.6 [ 0.96 ]TATA CHEM 939.3 [ 0.83 ]TATA GLOBAL 1104.55 [ 0.45 ]TATA MOTORS 692.15 [ 1.15 ]TATA STEEL 167.8 [ 5.90 ]TATAPOWERCOM 389.05 [ 0.76 ]TCS 3098.2 [ -0.45 ]TECH MAHINDR 1508.95 [ -0.19 ]ULTRATECHCEM 12730 [ 0.01 ]UNITED SPIRI 1348.05 [ 1.12 ]WIPRO 249.6 [ -0.50 ]ZEETELEFILMS 116.2 [ 0.78 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 500645ISIN: INE501A01019INDUSTRY: Fertilisers

BSE   ` 1441.90   Open: 1446.00   Today's Range 1436.75
1487.55
-3.95 ( -0.27 %) Prev Close: 1445.85 52 Week Range 888.25
1776.95
Year End :2025-03 

Your Directors have pleasure in presenting the Forty-Fifth Annual Report together with Audited Accounts of the Company for
the Financial Year ended 31st March, 2025.

FINANCIAL RESULTS

The summarized financial results for the year are as under:

(' in lakhs)

Sr.

Particulars

Standalone

Consolidated

No.

2024-25

2023-24

2024-25

2023-24

1

Total Revenue (including Other Operating Revenues)

1,95,068

1,92,252

10,27,442

8,67,609

2

Profit before tax

51,886

41,343

1,18,929

67,196

3

Less:

a) Current Tax (Net)

10,084

9,120

35,270

34,017

b) Deferred Tax

502

886

(6,819)

(13,577)

c) Tax in respect of earlier years

(3,989)

4

Net Profit after tax (2 - 3)

41,300

31,337

94,467

46,756

5

Net profit attributable to:

a) Owners of the Company

41,300

31,337

93,359

45,284

b) Non-controlling interest

NA

NA

1,108

1,472

6

Other comprehensive income for the year:

a) Owners of the Company

206

(642)

(7,588)

7,919

b) Non-controlling interest

NA

NA

(16)

14

7

Total Comprehensive Income for the year

a) Owners of the Company

41,506

30,695

85,771

53,203

b) Non-controlling interest

NA

NA

1,092

1,486

8

Add: Surplus brought forward

1,85,417

1,66,704

4,12,071

3,85,098

9

Amount available for Appropriations (5a 8)

2,26,717

1,98,041

5,05,430

4,30,382

10

Appropriations:

a) Increase in non-controlling interest due to
issuance of share capital

-

-

-

-

b) Effect of transaction with non-controlling
interest

-

-

(5,566)

(5,687)

c) Dividend on Equity Shares (Net)

(10,730)

(12,624)

(10,730)

(12,624)

11

Surplus carried to Balance Sheet (9 10)

2,15,987

1,85,417

4,89,134

4,12,071

STATE OF AFFAIRS OF THE COMPANY

Your Company on standalone basis has achieved a total
revenue of
' 1,951 Crores (including ' 139 Crores from
trading operations) during the year under review as against
previous year's level of
' 1,923 Crores (including ' 83 Crores
from trading operations). Profit Before Tax (PBT) for the year
under review was
' 519 Crores as against ' 413 Crores in the
previous year.

Net Profit for the current year was recorded at ' 413 Crores
as against
' 313 Crores in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA), which
forms part of this Report, inter alia, deals adequately with
the operations and also current and future outlook of the
Company on a consolidated basis.

ISSUE OF COMPULSORILY CONVERTIBLE DEBENTURES (CCDS) BY MATERIAL SUBSIDIARY I.E., MAHADHAN
AGRITECH LIMITED (FORMERLY KNOWN AS SMARTCHEM TECHNOLOGIES LIMITED)

As reported in the previous Annual Reports, Mahadhan AgriTech Limited (MAL), Wholly Owned Material Subsidiary had issued
CCDs, on a private placement basis to International Finance Corporation Limited. The details of CCDs issued are as given
below:

Date

Tranche

No. of FCCBs

Face value

Amount

16th October, 2019

First

1,050

10,00,000 each

105 Crores

5th October, 2020

Second

1,050

10,00,000 each

105 Crores

Total

2,100

210 Crores

During the year under review, the Company has been allotted
14,90,439 equity shares of MAL upon conversion of the
aforesaid 2,100 CCDs at a price of
' 1,980/- per share (Share
Premium of
' 1970 and face valus of ' 10), which were earlier
purchased from IFC with mutual agreement.

DIVIDEND

Considering the performance of the Company, the Board of
Directors of the Company recommends a dividend @ 100%

i.e., ' 10/- (Ten Rupees) per Equity Share (Previous year
' 8.50 per Equity Share) of ' 10 each of the Company for the
financial year ended 31st March, 2025.

The proposed dividend is in line with the 'Dividend Distribution
Policy' adopted by the Board at its meeting held on
30th June, 2017. The Policy is available on the Company's
website:
DividendDistributionPolicyDFPCL30June2017.pdf.

TRANSFER TO RESERVE

The closing balance of retained earnings of the Company
for Financial Year 2024-25 after all appropriations and
adjustments was
' 2,15,987 Lakhs. During the year, the
Company has not transferred any amount to general reserve.

SHARE CAPITAL

During the year under review, the Company has neither
issued any equity shares of the Company, nor, shares with
differential voting rights or sweat equity shares or any stock
options.

The paid-up equity share capital of the Company as on
31st March, 2025 was
' 126.24 Crores.

ISSUANCE OF COMMERCIAL PAPER

The Company on 18th June, 2024 had issued 1,000 numbers
of commercial papers (CP) aggregating to
' 50 Crores for
working capital purposes and the same were listed on BSE
Limited. The CP was rated 'A1 ' by CRISIL Ratings Limited
and was issued with a maturity of 178 days.

CHANGES IN THE BOARD OF DIRECTORS
Re-appointment

Re-appointment of Independent Director

During the year under review, the Board of Directors, based
on the recommendation of Nomination and Remuneration
Committee, had approved the re-appointment of Mr. Sujal
Anil Shah & Mr. Jayesh Hirji Shah as an Independent Director
of the Company for a Second Term of 5 consecutive years
w.e.f. 30th June, 2025 and 20th December, 2024, respectively,
(first term of Mr. Jayesh Hirji Shah was for a period of three
years) pursuant to applicable provisions of the Companies
Act, 2013 ("Act") and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [Listing Regulations],
subject to the approval of shareholders.

Further, the shareholders of the Company through Postal
Ballot have provided approval for the re-appointment of
Mr. Jayesh Hirji Shah. The results of Postal Ballot have been
intimated to the Stock Exchanges on 28th January, 2025. All
the relevant details of the Postal Ballot have been provided
in the General Shareholder Information, which is part of
this Annual Report. The approval for the reappointment of
Mr. Sujal Anil Shah is also being sought through Postal Ballot.

Cessation

During the year under review, there were no cessation/
retirement/ resignation that were to be reported.

Re-appointment - retiring by rotation

Mrs. Parul S. Mehta retires by rotation at the ensuing Annual
General Meeting pursuant to provisions of Section 152 of
the Act and rules made thereunder and being eligible, offers
herself for re-appointment at the ensuing Annual General
Meeting.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

A calendar of meetings is prepared and circulated in advance
to the Directors. During the year under review, five board
meetings were held. These meetings were held on 29th May,
2024, 31st July, 2024, 29th October, 2024, 29th January 2025
and 26th March, 2025.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Subhash Anand was
appointed as the Chief Financial Officer of the Company in
place of Mr. Deepak Rastogi, w.e.f. 1st December, 2024.

Mr. Rabindra Purohit has been appointed as a Company
Secretary and Compliance Officer of the Company w.e.f
1st February, 2025 in place of Mr. Gaurav Munoli.

A STATEMENT REGARDING THE OPINION OF THE
BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR

During the year under review, Mr. Sujal Anil Shah and
Mr Jayesh Hirji Shah were re-appointed as an Independent
Director of the Company.

The Board is of the opinion that Mr. Sujal Anil Shah and
Mr Jayesh Hirji Shah are persons of high integrity and
reputation and have the requisite expertise and experience
including the proficiency.

COMPOSITE SCHEME OF ARRANGEMENT BETWEEN
SUBSIDIARIES OF THE COMPANY

The Hon'ble National Company Law Tribunal (NCLT), Mumbai
has sanctioned the Composite Scheme of Arrangement
between Mahadhan AgriTech Limited (MAL) (Formerly
known as Smartchem Technologies Limited) (Demerged
Company or Transferee Company), Deepak Mining Solutions
Limited (DMSL) (Formerly known as Deepak Mining Services
Private Limited) (Resulting Company) and Mahadhan Farm
Technologies Private Limited (MFTPL) (Transferor Company)
and their respective shareholders vide its order dated
28th June, 2024. The certified true copy of the Order was
received on 11th July, 2024 and the Scheme is effective
from 1st August, 2024. As per the Scheme, TAN Business
demerged from Demerged Company to the Resulting
Company and Transferor Company amalgamated with the
Demerged/Transferee Company.

Pursuant to the Scheme becoming effective, MFTPL ceased
to be the subsidiary of MAL and step down subsidiary of the
Company.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE
REGULATORS / STATUTORY AUTHORITIES

As disclosed in the last year's report, effective 15th May, 2014,
domestic gas supply to the Company was arbitrarily stopped
by the Ministry of Petroleum and Natural Gas. The Company
successfully challenged the same before the Hon'ble Delhi
High Court, which, by its Orders dated 7th July, 2015 and
19th October, 2015 directed the Government of India (GoI) to
restore the supply of gas. Against the cited order, a review
petition filed by the GoI, challenging the said Orders was
rejected by the said Court. Further, the GoI also filed the
Special Leave Petition (SLP) before the Hon'ble Supreme
Court of India against the Order of Hon'ble Delhi High Court,
which was also disposed without granting any relief to the
GoI. The GoI has filed an affidavit before the Hon'ble Delhi
High Court stating that Inter Ministerial Committee (IMC) has
decided to recommend supply of pooled gas to the Company,
subject to approval of the Competent Authority. GoI has
further filed an application in the Hon'ble Delhi High Court
seeking dismissal of the matter. The Company is contesting
the said application since the Competent Authority has not
decided based on the recommendation of the said IMC and
the application so filed is pre-mature. The Hon'ble Delhi High
Court asked GoI to bring the IMC decision/ report on record,
if not filed then the matter will be proceeded further without
the report. Due to subsequent development in the issue, the
appeals were rendered infructuous and disposed by Hon'ble
Delhi High Court on 19th November, 2024.

There are no significant material orders passed by the
Regulators/Courts which would impact the going concern
status of the Company and its future operations.

INDIAN ACCOUNTING STANDARDS, 2015

The annexed financial statements for the Financial Year
2024-25 and corresponding figures for 2023-24 comply
in all material aspects with Indian Accounting Standards
notified under section 133 of the Act, the Companies (Indian
Accounting Standards) Rules, 2015 and other relevant
provisions of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements incorporating
the duly audited financial statements of the subsidiaries, and
prepared in compliance with the Act, applicable Accounting
Standards and Listing Regulations form part of this Annual
Report.

A separate statement containing the salient features of
Company's subsidiaries, associates and joint venture in the
form AOC-1 is annexed separately and forms part of this
Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and based on the guidance
and insights from the Auditors and pursuant to the provisions
of sub-section (5) of Section 134 of the Act, your Directors
confirm that:

i. in the preparation of annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

ii. the accounting policies have been selected and applied
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 on 31st March, 2025 and of the profit
and loss of the Company for that period;

iii. proper and sufficient care have been taken for
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;

iv. the annual accounts are prepared on a going concern
basis;

v. internal financial controls, to be followed by the
Company are duly laid down and these controls are
adequate and were operating effectively; and

vi. systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and
operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SECTION 143 (12) OF THE ACT

During the year under review, there were no frauds reported
by the auditors to the Audit Committee or the Board under
Section 143(12) of the Act.

STATUTORY AUDITORS AND THEIR REPORT

The Shareholders of the Company at the Forty-First Annual
General Meeting held on 26th August, 2021 had accorded
their approval pursuant to the provisions of Sections 139, 141
and other applicable provisions of the Act and Rules made
thereunder to appoint, M/s. P G BHAGWAT LLP, Chartered
Accountants as the Statutory Auditors of the Company for
a period of five years commencing from the conclusion of
Forty-First Annual General Meeting until the conclusion of
Forty-Sixth Annual General Meeting.

The Auditors' Report to the Shareholders for the year under
review does not contain any qualification, reservation or
adverse remark or disclaimer.

SECRETARIAL AUDITORS & SECRETARIAL
STANDARDS

The Secretarial Auditor, Mr. Ashish Garg, Practising Company
Secretary, has issued Secretarial Audit Report (Form MR-3)
for the Financial Year 2024-25 pursuant to Section 204 of the
Act and pursuant to Regulation 24A of the Listing Regulations
which is annexed to Directors' Report (
Refer Annexure-1).
The report does not contain any observation or qualification
requiring explanation or comments from the Board under
Section 134(3) of the Act.

Pursuant to Regulation 24A of the Listing Regulations,
M/s. Jog Limaye & Associates, Practising Company Secretary,
the Secretarial Auditor of Mahadhan AgriTech Limited
(Formerly known as Smartchem Technologies Limited) and
Performance Chemiserve Limited and Mr. Ashish Garg,
Practising Company Secretary, the Secretarial Auditor of
Deepak Mining Solutions Limited, material subsidiaries,
have issued Secretarial Audit Report (Form MR-3) for the
Financial Year 2024-25. The said reports thereon are annexed
as
Annexure 8, 9 and 10 to the Board's Report.

In accordance with the amended Regulation 24A of the
Listing Regulations, the Board based on the recommendation
of the Audit Committee, has approved the appointment of
GDR & Partners LLP, Company Secretaries for conducting
Secretarial Audit of the Company for a period of 5 years w.e.f.
Financial Year 2025-26 to Financial Year 2029-30, subject
to the approval of the Shareholders of the Company at the
ensuing Annual General Meeting of the Company.

The Company has in place proper systems to ensure
compliance with the provisions of the applicable secretarial
standards issued by 'The Institute of Company Secretaries
of India' and such systems are adequate and operating
effectively.

COST RECORDS AND COST AUDITORS

In accordance with the provisions relating to maintenance of
cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Act, the Company is
required to maintain respective cost records and accordingly,
such accounts and records were made and maintained.

The Cost Audit Report for the Financial Year ended
31st March, 2024 was duly filed with the Central Government
(Ministry of Corporate Affairs) on 25th October, 2024.

The Shareholders of the Company at the Forty-Fourth Annual
General Meeting held on 10th September, 2024 have ratified
the remuneration of
' 2.25 lakhs plus GST as applicable
and reimbursement of travel and out-of-pocket expenses
payable to M/s Harshad S. Deshpande & Associates, Cost
Accountants, the Cost Auditors of the Company for the
Financial Year 2024-25.

The Board, based on the recommendation of the Audit
Committee, has appointed M/s Harshad S. Deshpande
& Associates, Cost Accountants as Cost Auditors for the
financial year 2025-26. The remuneration of
' 2.5 lakhs plus
GST as applicable and reimbursement of travel and out-of¬
pocket expenses incurred in connection with the aforesaid
audit, is proposed to be paid to the Cost Auditors, subject to
ratification by the Members of the Company at the ensuing
AGM.

INTERNAL AUDITORS

The Board, on the recommendation of the Audit Committee,
has re-appointed Ernst & Young LLP as the Internal Auditors
of the Company for the Financial Year 2025-26 who are
the Internal Auditors of the Company since Financial Year
2016-17.

PARTICULARS OF LOANS, INVESTMENTS AND
GUARANTEES

Details of investments made, loans advanced and guarantees
given by the Company are given in the notes to the Financial
Statements.

RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the
Company during the period under review with related parties
were in compliance with the applicable provisions of the Act
and Listing Regulations. Prior omnibus approval of the Audit
Committee is obtained for all related party transactions
which are foreseen and of repetitive nature. Pursuant to the
said omnibus approval, details of transaction entered into is
also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during the financial
year 2024-25 were in the ordinary course of business, at
arm's length and not material under the Act and Listing
Regulations. None of the transactions required members'
prior approval under the Act or Listing Regulations.

Details of transactions with related parties during the
financial year 2024-25 are provided in the notes to the
financial statements. There were no transaction requiring
disclosure under section 134(3)(h) of the Act. Hence, the
prescribed Form AOC-2 does not form a part of this Report.

In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a Policy on
Materiality of Related Party Transaction and on Dealing
with Related Party Transactions which is also available on
the Company's website at
https://www.dfpcl.com/company-
policies
.

CORPORATE GOVERNANCE

Pursuant to provisions of Listing Regulations, a separate
section titled 'Corporate Governance' is attached to this
Annual Report.

Further, a certificate from the Statutory Auditors of the
Company regarding compliance with the requirements of
Corporate Governance as required under Schedule V of the
Listing Regulations also forms part of this report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

Report on the performance and financial position
of subsidiaries, associates and joint venture company
in Form AOC-1 is annexed to Board's Report
(Refer
Annexure-2)
.

ENHANCEMENT OF STAKE IN PLATINUM BLASTING
SERVICES PTY LTD

Deepak Mining Solutions Limited (DMSL), the wholly owned
subsidiary of the Company has enhanced its shareholding in its
Australian Subsidiary and Step Down Subsidiary of the Company,
Platinum Blasting Services Pty Limited (PBSPL), from 65% to
85% by buying shares from other existing shareholders of the
PBSPL for an aggregate consideration of 11.78 million AUD
equivalent to INR 64,10,64,330/- (Rupees Sixty Four Crores,
Ten Lakhs, Sixty Four Thousand and Three Hundred and Thirty)
based on valuation guidance report from one of the Big Four
accounting firms in Australia.

ENTERING INTO OPTIONS AGREEMENT

Deepak Mining Solutions Limited ("DMSL' or "Issuer”), a
wholly owned material subsidiary of the Company has issued
Compulsorily Convertible Debentures ("CCD") of ' 800 Crores to
Tata Capital Limited (Investor 1 - ' 500 Crores) and SCM Growth
LLP (Investor 2 - ' 300 Crores) (hereinafter jointly referred as
"Investors"), on private placement basis.

In this regard, the Company has executed an Option Agreement
entered between the Company, DMSL, Investors and Catalyst
Trusteeship Limited (Debenture Trustee) to allow Put and Call
Option under the agreement, which can be exercised under
certain specified circumstances.

AWARDS AND ACCOLADES

Please refer to section "Winning Recognition” in this Annual
Report for details of the awards received by the Company during
the year under review.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted
Nomination and Remuneration Committee and also approved
the Nomination and Remuneration Policy which
inter-alia contains appointment criteria, qualifications,
positive attributes and independence of Directors, removal,
retirement and remuneration of Directors, Key Managerial
Personnel (KMP) and Senior Management Personnel of the
Company.

A copy of the Nomination and Remuneration Policy is
enclosed as
Annexure 3 and is also available on the website
of the Company at
https://www.dfpcl.com/company-policies.

RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has constituted a Risk
Management Committee to assess risks in the operations
of business units of the Company, to mitigate and minimize
risks assessed in the operations of business units, periodic
monitoring of risks in the operations of business units, to
look after cyber security and other matters delegated to the
Committee by Board of Directors of the Company from time
to time.

Information on the development and implementation of Risk
Management Policy of the Company including identification
therein of elements of risk which, in the opinion of the Board
may threaten the existence of the Company is given in the
Corporate Governance Report and Management Discussion
and Analysis.

The details of composition of Risk Mananagement Committee
and other details are provided in the Corporate Governance
Report. The Board of Directors of the Company at their
meeting held on 29th January, 2025 has re-constituted the
Risk Management Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company as a responsible Corporate Citizen, is engaged
in concerted CSR initiatives through Ishanya Foundation, as
Implementing Agency for CSR activities.

The details of the initiatives taken by the Company on CSR
during the year as per the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is given in Annexure
forming part of this report (
Refer Annexure-4).

The Board of Directors of the Company has approved a
comprehensive CSR Policy as per the amended provisions of
the Act. The CSR policy as also the CSR Projects as approved
by the Board of Directors are available on the website of
the Company at the following links:
https://www.dfpcl.com/
uploads/2021/05/CSR-Policy DFPCL. pdf

The details of composition of Corporate Social Responsibility
Committee and other details are provided in the Corporate
Governance Report.

AUDIT COMMITTEE COMPOSITION

The details of composition of Audit Committee and other
details are provided in the Corporate Governance Report.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company is available on the website
of the Company at the link:
https://www.dfpd. com/investors/
annual-return/

PERFORMANCE EVALUATION OF CHAIRMAN,
DIRECTORS, BOARD AND COMMITTEES

Information on the manner in which formal annual evaluation
has been made by the Board of its own performance and
that of its committees and individual directors is given in the
Corporate Governance Report.

INDEPENDENCE OF DIRECTORS

All the Independent Directors of the Company have given
declaration that they meet the criteria of independence as
provided in Sub-Section (6) of Section 149 of the Act and Listing
Regulations and they are not aware of any circumstances or
situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties
with an objective independent judgment and without any
external influence.

The Board of Directors have taken on record the declaration
and confirmation received from the Independent Directors
and verified the veracity of such disclosures.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company follows the practice of conducting
familiarisation programme of the independent directors as
detailed in the Corporate Governance Report which forms
part of the Annual Report.

WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
the highest standards of professionalism, honesty, integrity
and ethical conduct. The Company has a Whistle Blower
Policy under which the employees and other persons are free
to report violations of the applicable laws and regulations
and the Code of Conduct. Further, as per the provisions of
Regulation 18 (3) of the Listing Regulations read with Part
C of Schedule II to Listing Regulations, the Audit Committee
on a quarterly basis reviewed the functioning of whistle
blower mechanism of the Company and found the same
satisfactory.

A copy of the Whistle Blower Policy is available on the website
of the Company at
https://www.dfpcl.com/company-policies.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's internal financial control systems are
commensurate with the nature, size and complexity of the
businesses and operations. These are periodically tested and
certified by Statutory as well as Internal Auditors and a firm
of Independent Chartered Accountants. Significant audit
observations and the follow-up actions are reported to the
Audit Committee.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
affecting the financial position of the Company, which
have occurred between the end of the financial year of the
Company and the date of this Report.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Pursuant to the provisions of Section 136 (1) of the Act and as
advised, the statement containing particulars of employees
as required under Section 197 (12) of the Act read with
Rule 5 (1) and 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will
be available for inspection. Members interested in obtaining
a copy of the same may write to the Company Secretary at
investorgrievance@dfpcl.com and the same will be furnished
on request. Hence, the Annual Report is being sent to
all the Members of the Company excluding the aforesaid
information.

The details of remuneration drawn by Mr. Sailesh C. Mehta,
Chairman and Managing Director from the Company is
provided in the Corporate Governance Report.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE
THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES DURING THE YEAR

Except for cessation of MFTPL as the subsidiary of MAL
and step down subsidiary of the Company pursuant to the
Scheme as reported above, there were no other instances
during the year under review.

COMPOUNDING APPLICATION UNDER THE
COMPANIES ACT, 2013

During the year under review, the Company has filed an
application for compounding under Section 441 of the
Companies Act, 2013, for the alleged non-disclosures
under Section 129 of the Companies Act, 2013, namely,
non-disclosure of immovable property in the books of
account, contingent liabilities, and investments, as the
Registrar of Companies, Pune has suggested to do so and
the Company wanted to settle the matter to avoid future
litigations, though the Company believes that it has always
been in compliance with the provisions of Section 129 of the
Act and the applicable Indian Accounting Standards (Ind AS).

FIXED DEPOSITS

Your Company has not accepted any deposits, covered under
Chapter V of the Act and hence no details pursuant to Rule
8 (v) and 8 (5) (vi) of the Companies (Accounts) Rules, 2014
are reported.

DISCLOSURE AS PER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act). The
Company has a policy on Prevention of Sexual Harassment at
Workplace and the same has been uploaded on the internal
portal of the Company for information of all employees.

Pursuant to Section 22 of the POSH Act read with Rules made
thereunder, the Company during the year has received one
complaint and the same has been investigated and resolved
as per the provisions of the POSH Act.

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

As required by the Companies (Accounts) Rules, 2014, the
relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo are
annexed to Board's Report
(Refer Annexure - 5)

PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)

There are no proceedings initiated/pending against the
Company under the Insolvency and Bankruptcy Code, 2016
which can have a material impact on the business of the
Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Regulation 34(2) of the Listing Regulations as amended, inter
alia, provides that the annual report of the top 1,000 listed
entities based on market capitalisation (calculated as on
31st March of every financial year), shall include a Business
Responsibility And Sustainability Report.

As the Company is one of the top 1,000 listed entities, the
Company has presented its Business Responsibility And
Sustainability Report (BRSR) for the financial year 2024-25,
which is part of this Annual Report.

As a green initiative, the BRS Report has been hosted on the
Company's website and can be accessed at
https://www.
dfpcl.com/uploads/2025/08/Business-Responsibility-and-
Sustainability-Report-2024-25.pdf
.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES /
INDUSTRIAL RELATIONS FRONT INCLUDING PEOPLE
EMPLOYED

The overall industrial relations in the Company were cordial.
The manpower employed is around 1,018 employees.

ONE TIME SETTLEMENT WITH BANKS AND FINAN¬
CIAL INSTITUTIONS

The Company has not made any one-time settlement for
loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the
valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere
appreciation to the Company's bankers, customers, vendors,
investors and all other stakeholders for their continued
support during the year. Your Directors are also pleased to
record their appreciation for the dedication and committed
contribution made by employees at all levels who, through
their competence and hard work, have enabled your Company
to achieve good performance amidst challenging times and
look forward to their support in the future as well.

For and on behalf of the Board

Place: Pune Sailesh Chimanlal Mehta

Dated: 22nd May, 2025 Chairman and Managing Director

DIN:00128204