Dhanashree Electronics Ltd

TO THE SHAREHOLDERSS,

Your directors are pleased to present the 38th Annual Report of your Company and the Company's Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL RESULTS

(Rs. in lacs)

DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Re. 0.10 per Equity Share (1%) against the face value of Re. 10/- of an equity share of the Company, subject to the approval by the Members of the Company at the ensuing Annual General Meeting.

The Final Dividend, subject to approval of Members at the ensuing Annual General Meeting, will be paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record Date of the Company for the purpose of 38th AGM and Payment of Final dividend. The Record date for the purpose of the final dividend for the financial year ended March 31, 2025, is August 22, 2025.

FINANCIAL HIGHLIGHTS

During the year sales/income from operations was Rs. 11,140.95 lacs as compared to previous year Rs.9091.47 lacs .Cost of manufacture was higher than the previous year mainly due to unprecedented rise in input costs. However, due to several factors marred with the current slowdown in economy, the Company inspite of its best efforts achieve to register profit after tax of Rs.346.33 Lakhs compared to last year profit after tax of Rs 391.22 lacs. However, the Company is further improving its performance day-by-day and is expected to show further improvement in its results in coming year.

LIGHTING SEGMENT

Ranked as one of the most respectful and trusted brand for lighting product in India, Dhanashree manufacture all the LED products in house backed by strategic marketing initiatives and strong trade channel .During the year, the company has introduced more premium range of LED down lighters,batterns, lamps, street lights, Flood Lights and other decorative luminaires.

The Company has ventured into LED Facade and Solar Lighting products to capture emerging opportunities Luminaries division has further strengthen and is getting orders for Smart City, DMRC, Railway Stations Flyovers, bridges, temple, monuments, and tourists spots lighting. Solar products include solar street lights, solar panels, solar fans, solar roof top domestic lighting.

The Company is one amongst the first lighting company in India to introduce energy efficient lighting solutions Today Rashmi brand as owned by Dhanashree Electronics Ltd is one of the most respected and trusted brand in India for its lighting products. Dhanashree offers wide range of LED products ranging from lamps, down lighters LED Panels, LED Street lights etc many new products such as High Beam angle, LED lamps, colour change lamps LED Torch with dry cell battery etc will also be introduced in near future to cater to the growing demand of the customers. This give Dhanashree an edge over its competitors.

With Government initiatives like building smart cities across India and structural shift in the lighting industry towards LED the company is poised to grow by leaps and bounds in the years to come.

Your company is one of best and well known OEM Company in electronics segment in eastern India that focus on delivering high-quality products based on client requirements. OEM segment of our company plays a crucial role in the lighting & electronics industry by providing essential components and manufacturing capabilities, enabling other companies to bring a wide range of electronic & lighting products to the market efficiently.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

RESEARCH AND DEVELOPMENT CENTRE

Your Company's brand “Rashmi” been widely known for the 75 years old and is a renowned Brand in the market of lighting segment. The company is amongst the market leader in the lighting industry in India .This has been possible partly due to the strong focus on development and introduction of new LED products and technologies.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company has complied with the provisions of the POSH Act, including the constitution of the Internal Complaints Committee (ICC). The following is the summary of sexual harassment complaints received and disposed off during the year:

1. No. of complaints received : Nil

2. No. of complaints disposed off : Nil

3. No. of complaints pending for a period of exceeding 90 days : Nil During the year under review company has employed:

Total Number of male employees : 49 Total Number of female employees: 12 Total Number of transgender employees:0

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In Compliance with the provisions of Section 177(9) of the Act and Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, mal practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The policy provides for adequate safeguards against victimization of persons who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The draft of above policy can be viewed at www.rashmilighting.com

PARTICULARS OF EMPLOYEES

There was no employee who was in receipt of remuneration exceeding the limit specified in Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CHANGES IN SHARE CAPITAL

During the year under review, there was no change in Authorized share capital and paid up share Capital of the Company.

However, at the Extra ordinary general meeting held on 11th April, 2025, company has taken shareholders' approval for increase of authorized share capital from Rs. 15 Crores to Rs. 47.50 Crores.The company has also taken shareholders' approval at the Extra ordinary general meeting held on 11th April, 2025, to issue and allot in or more tranches 3,3300,000 of Warrants, convertible into Equity shares to person(s) and/or entity(ies) belonging to “Promoter and Promoter Group category” and “Non-promoter category” on a preferential at a price of Rs.30 each. In-principle Approval for the said issue from Stock Exchanges is yet to be received.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company as on the date of this report

i) Mr. Nitesh Toshniwal, Managing Director

ii) Mrs.Shruti Toshniwal, Executive Director

iii) Mr Surya Prakash Toshniwal, Chief Financial Officer (CFO) (up to 25.03.2025)

iv) Mr. Virendra Krishna Khandelwal ,Chief Financial officer (CFO) ( w.e.f 26.03.2025)

v) Mr. Gopal Sharma Company Secretary (w.e.f 10.12.2024)

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

Particulars as required Under Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are applicable to our company.

STATUTORY AUDITORS & AUDITORS REPORT

M/s. Surana Sunil & Co., Chartered Accountants (FRN 325616E) who was appointed as Statutory auditors of the company at the 36th AGM held on 15th September,2023 for a period of 5 years will continue as Statutory Auditors of the Company upto the conclusion of 41st AGM to be held in the calendar year 2028.

The report given by the Statutory Auditor on the financial statements of the Company forms an integral part of the Annual Report. There is no qualification, reservation, adverse remark of the statutory auditor in their report. The Auditors have not reported any fraud during the year.

COST AUDIT

As per section 148 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014, the provisions of Cost Audit are not applicable on the products of the company..

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Provisions of Section 134 (5) of the Companies Act, 2013 your Directors have confirmed that:

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

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/(Loss) of the Company for that period;

c) They 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) The Annual Accounts for the financial year ended 31st March, 2025 have been prepared on a going concern basis;

e) They have laid down internal financial controls for the Company which are adequate and are operating effectively and,

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Pursuant to provisions of section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the companies Act,2013 , Annual Return as on 31st March,2025 is available on the website of the company i.e www.rashmilighting.com SECRETARIAL AUDIT

The Board of Directors have appointed Mr. Abbas Vithorawala, Practicing Company Secretary (COP. 8827) to carry out the Secretarial Audit of the Company for the one term of five (5) consecutive years, for the financial year 2025-2026 to 2029-30 subject to approval of the shareholders at the ensuing AGM of the Company.

The Secretarial Audit Report for the Financial Year ended 31st March 2025 is given as Annexure II.The Report of Secretarial Auditors does not contain any Qualification, Reservation or Adverse Remark.

Annual Secretarial Compliance Report for the financial year ended 31st March, 2025 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from Mr. Abbas Vithorawala, Practicing Company Secretary (COP. 8827).

MEETINGS OF THE BOARD

Eighteen Meetings of the Board of Directors were held during the year ended 31st March 2025. Details of composition of Board, Attendance of each Director etc. are provided in the “Report on Corporate Governance”.

FINANCIAL STATEMENTS

The Financial Statements upto the year ended 31st March 2025 were prepared in accordance with the Accounting Standards notified under Companies (Accounting Standards) Rules 2006 (as amended) and other relevant provisions of the Act

The annexed Financial Statement comply in all material aspects with Indian Accounting Standard (INDAS) notified u/s 133 of the Act (Companies Indian Accounting Standards) Rules 2015

LISTING WITH THE STOCK EXCHANGE

The Company's shares are listed on the Bombay Stock Exchange Ltd (BSE) and the Calcutta Stock Exchange Ltd (CSE) and Annual Listing Fees for financial year 2025-26 has been paid to the both Stock Exchanges.

RE APPOINTMENT OF INDEPENDENT DIRECTOR

Tenure of Mr.Rajesh Kumar Chandak (DIN 00052508) as Independent Director is valid upto the ensuing Annual General Meeting. Mr.Rajesh Kumar Chandak has given his consent for reappointment as Independent Director of the Company for a further period of 5 years for which the necessary resolutions is proposed in the notice of the ensuing AGM.

DECLARATION BY INDEPENDANTS DIRECTOR (S)

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof. In the opinion of the Board, they fulfill the condition for appointment/ re-appointment as Independent Director on the Board.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any asset etc. were passed by the Regulators for or against the Company during the financial year ended 31st March 2025.

MATERIAL CHANGES AFFECTING THE COMPANY

There were no material change and commitment made affecting the financial position of the Company between 1st April,2025 and 30th May, 2025 which is the date of the report.

SUSPENSION OF WORK

During the year under review, there was no suspension of works.

INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS AND ITS ADEQUACY

Your company priorities reinforcing financial and operational control to enhance transparency, accountability and efficiency in the process. Your company adhere to an internal control frame work that includes key process coverage that impacts the reliability of financial reporting such as periodic control etc and regular monitoring of senior management and the Audit Committee. The adequacy of Internal Control system and proceedings forms a part of MD and CEO certificate in the Annual Report

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

The details of investment made and guarantee provided by the company under section 186 of the Act, Regulation 34(3) and Schedule V of SEBI(LODR) forms part of this Annual Report in the Notes to the Standalone Financial statements for the financial year ended March 31, 2025.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and Listing Regulations your Company has formulated a policy on Related Party Transactions which is also available on the company's website www.rashmilighting.com. The policy intends to ensure that proper reporting, approval and disclosure process are in place for all transactions between the Company and related parties. All related party transactions are placed before the Audit Committee for review and approval. All transactions entered with related parties for the year under review were in ordinary course of business and at arm's length basis. Further there are no material related party transactions during the year under review with the promoters, Directors, or key managerial personnel which may have a potential conflict with the interest of the company. All related party transactions are mentioned in the notes to the accounts.

PREVENTION OF INSIDER'S TRADING

In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended up-to-date, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company Secretary is the Compliance Officer for the purpose of these Regulations.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There being no unpaid or unclaimed dividend, the provision of section 125 of the Companies Act 2013 is not applicable in the company.

RISK MANAGEMENT COMMITTEE

The constitution of Risk Management Committee as per SEBI (LODR) is not applicable to this company.

BUSINESS RESPONSIBILITYAND SUSTAINABILITY (BRSR) REPORT

The Company is not covered under the purview of this provision hence it is not applicable. CREDIT RATING

The Company has received credit ratings from CARE ratings Limited. There has been no revision in the credit rating during the year. The rating given by this agency is BB MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Report on Corporate Governance and a Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance are attached hereto and form part of the Directors' Report. INSOLVENCY AND BANKRUPTY CODE, 2016

During the period under review, neither any application under Corporate Insolvency Resolution Process was initiated nor any pending under the Insolvency and Bankruptcy Code, 2016.

CYBER SECURITY

There is no breach of cyber security during the financial year 2024-2025

VALUATION OF SHARES

During the year under review there has been requirement of valuation of equity shares of the company by the registered valuer for the purpose of preferential allotment of shares/warrants to promoters and non-promoters group of the company in the EGM held on 11.04.2025 ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires the conduct of all operations in such a manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INDUSTRIAL RELATIONS

Industrial Relations in all units of the Company remained generally cordial and peaceful throughout the year.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation for the continuous support, encouragement and co-operation received from the Company's bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.