Dhanashree Electronics Ltd

To The Members

The Board of Directors hereby submits the Thirty sixth report of the business and operations of the Company along with the audited Financial Statements for the financial year ended 31st March 2023

During the year under review the revenue from operations has a substantial increase about 25.76% over that of the last year from Rs 480338.39 (‘000) to Rs 647086.59('000) and the corresponding Gross Profit for the Financial year was increased by 38.53% over that of the previous year i,e from Rs 26.389.81 to Rs 38.558.95 and correspondingly, net profit for the year after tax was increased by 36.54 % over that of the previous year from Rs 19692.12 ('000) to Rs 26889.17(?000)

The Report also states compliances as per the requirement of the Companies Act 2013 and the SEBI Listing obligations and disclosure requirements regulation 2015 and other rules and regulations applicable to the company.

FINANCIAL PERFORMANCE

The Financial Results of the Company for the year ended 31/03/2023 relating to the previous year (figures in ‘000)

Financial Highlights

During the year under review the revenue from operations has a substantial increase about 25.76% over that of the last year from Rs 480338.39 (‘000) to Rs 647086.59('000) and the corresponding Gross Profit for the Financial year was increased by 38.53%over that of the previous year i,e from Rs 26.389.81 to Rs 36558.95 and correspondingly, net profit for the year after tax was increased by 36.54 % over that of the previous year from Rs 19692.12 ('000) to Rs 26889.17(?000)

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 pannels, 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.

Research and Development Centre

Rashmi the brand of Dhanashree Electronics Limited 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 SHARE CAPITAL

The paid up share capital of the company as on 31st March 2023 is Rs 141900000/=. During the year under review there was no public issue, right issue, bonus issue, preferential issue etc The company has not issued shares with differential voting rights

No disclosure is required under section 67(3) of the Act in respect of voting rights not exercised directly by the employees of the company as the provisions of the said section are not applicable.

The equity shares of the company continue to remain listed on BSE and CSE Limited.

TRANSFER TO RESERVE

During the year under review your company has not transferred an amount to the Reserve and Surplus Account.

DEPOSITORY SYSTEM

In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail the facility of dematerialisationfrom either of the Depositories NSDL or CDSL

DIVIDEND

Your Directors propose to reinvest the internal generation to finance expansion project in hand to reduce its finance cost and therefore abstain from recommending any dividend for the year under review. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

STATE OF COMPANY AFFAIRS / OPERATIONS

Detailed information on the operations of the business of the company and details on the state of affairs of the company are covered in the Management Discussion and Analysis Report, which forms a part of the Annual Report. RELATED PARTY TRANSACTION

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 manegerial 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. COST AUDITORS

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. PARTICULARS OF LOANS AND ADVANCES, GUARANTEES OR INVESTMENTS

Pursuant to section 186 of the Act, the particulars of the loans given investments made or gurantees given or security provided are given in the notes to the financial statements forming part of this report.

PUBLIC DEPOSIT

The company has not accept any deposit from the public during the year under review

SEBI REGULATIONS BY LISTED ENTITIES ON CORPORATE INSOLVENCY AND RESOLUTION PROCESS

Sebi Regulations by Listed entities subject to Corporate Insolvency Resolution process under Insolvency and Bankruptcy code is not applicable on the company.

THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASON THEREOF

Not applicable Since we have not availed any one time settlement from any bank or financial Institution

SCORES.

As per scores the Investor Complain for the Financial year 2022-2023 is NIL RISK MANAGEMENT COMMITTEE

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

The Company is not covered under the purview of section 135 of the Companies Act 2013 hence the provision is not applicable.

BUSINESS RESPONSIBILITY REPORT

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

INDIAN ACCOUNTING STANDARDS (IND AS) 2015

The Financial Statements upto the year ended 31st March 2023 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 CREDIT RATING

The below table shows the company's credit rating profile in a nutshell INSTRUMENT - Cash Credit Limit RATING EGENCY- CARE

RATING- BB

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act 2013, with respect to Director's Responsibility Statement, it is hereby confirmed

That in the preparation of the accounts for the financial year ended 31/03/2023 the applicable accounting standards have been followed along with proper explanation relating to material departures

That the Directors 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 at the end of the financial year and of the profit or loss of the company for the year under review

That the Directors have taken proper and sufficent 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

That the Directors have prepared the accounts for the financial year ended 31/03/2023 on a going concern basis.

The Directors laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Both the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under the clause 49 of the Listing Agreement(s) with the Stock Exchanges where the equity shares of the company are listed.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of the company is in receipt of remuneration requiring disclosure pursuant to section 197 of the Companies Act 2013

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO- CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since commercial production has commenced till the date of this report, the provision regarding this disclosure is applicable. FOREIGN EXCHANGE EARNINGS : Rs 12656184.07 FOREIGNEXCHANGEOUTGO:Rs :123061587.16

INDUSTRIAL RELATION

The relationship between the employees and management of the company so far has remained cordial

SEXUAL HARASSEMENT OF WOMAN WORKERS

The Company brings equal opportunity in between the employees and trying to create a work culture which ensures equal dignity among the employees. In this year no complain in relation to the above has been received by the management

REPORT ON CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, given below is a report on the Corporate Governance in the Company:

Nature of Industry

Dhanashree Electronics Limited is a public limited company based in Kolkata, West Bengal, India Since the time of establishment of the organization in 1987 the company has engaged itself in offering best quality products and services. The company is engaged in manufacturing, marketing, supplying various types of light products viz Light Ballast, CFL, Tube Lights, LED Lamps, LED home decorative lights, Automative Light, Outdoor Flood Light, solar light etc

BOARD OF DIRECTORS:

The Board of the Company consist of 6 (six) Directors out of whom 3 (Three) are Independent Directors and 1 (one) is Executive Promoter Director, 1(one) Non executive Chairman cum Director and 1 (one ) is Executive woman Director The composition of

BOARD OF DIRECTORS

Board is in conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Composition:

In compliance with the provisions of the SEBI Listing Regulations, the Company has an optimum combination of executive and non-executive directors with woman director. The company has an Non Executive Chairman. As on 31 March 2023, the Board of the Company consists of 6 (six) Directors out of whom 3 (Three) are Independent Directors and 1 (one) is Executive Promoter Director, 1(one) Non executive Chairman cum Director and 1 (one) is Executive woman Director The board does not have any nominee director. The Company is in compliance with the SEBI Listing Regulations pertaining to composition of board of directors.

BOARD MEETINGS

Under the law, the Board of Directors must meet at least once in a calendar quarter and four times a year with a maximum time gap of 120 days between any two meetings to consider amongst other business the quaterly performance of the company and financial results

During the last financial year our Board met the following times

18/04/2022,30/04/2022,30/05/2022,20/06/2022, 20/07/2022, 30/07/2022,22/08/2022, 30/09/22, 18/11/22, 09/12/2022, 24/01/2023, 02/03/2023 EXTRACTS OF ANNUAL RETURN

In accordance with the requirement of section 92(3) read with section 134(3)(a) of the Companies Act 2013, the Annual Return as on 31st Match 2023 is available on the Company's website www.rashmilighting.com / Reports / annual return