Divine Power Energy Ltd

To,

The Members,

Divine Power Energy Limited

(Formerly Known as PDRV Enterprises Private Limited)

New Delhi

Your Directors have pleasure in presenting their (23^rd) Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended 31^st March, 2024

1. FINANCIAL STATEMENT SUMMARY

Your Director's delightfully presents the (23^rd) Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended on 31^st March,

2024.

2. RESULT HIGHLIGHTS

During the year your Company has generated revenue from operations of Rs. 22,271.99 Lakh (including other income) and earns net profit after tax Rs. 641.28 Lakh as compared with the corresponding figure of previous year of Rs. 2,85.08 Lakh The total revenue is increased by 7,187.78 Lakh as compared to last year as well as net profit after tax is also increased by 356.20 Lakh as compared to last year.

Despite the uncertainty in the market combined with high inflation, volatile raw material prices and high interest rates, your Company has put up a steady and good performance. and discharged all its financial / other commitments and obligations on time without any delay or default or moratorium. The Company has made significant efforts toward achieving success and fostering growth, laying a strong foundation for future activities. Your Directors are confident about the Company's future prospects and believe that its performance will set benchmarks in the industry

in the near future. We are committed to continually improving business performance, and your Directors are dedicated to ensuring the Company's ongoing success in the years ahead.

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

The Board of Directors has decided not to transfer an amount in Reserve during the Financial Year 2023-24.

5. SHARE CAPITAL

During the year under review, There was no change in the share capital of the Company during the financial year 2023-24.

a. Authorized Share Capital

The Authorized Capital of the Company is Rs. 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs. 10/-.

b. Issued, Subscribed & Paid-Up Capital

The Paid-up Capital of the Company is Rs. 15,77,90,800 / - divided into 1,57,79,080 Equity Shares of Rs. 10/-.

6. MAJOR EVENTS HELD DURING THE FY 2023-24.

There was some major event held in the company during the financial year 2023-24 which are as under

• Our Company was incorporated on 24^th August 2001 as a private limited company as "PDRV Enterprises Private Limited" under the provision of Companies Act, 2013 with the Registrar of Company Registrar of Companies, NCT of Delhi & Haryana. In the year 2023 the Company has changed its name from PDRV Enterprises Private Limited to DEE Power And Electrical Private Limited. pursuant to which Registrar of Companies, NCT of Delhi & Haryana, issued fresh certificate of incorporation dated 11th May, 2023 consequent upon change of name of the Company from "PDRV Enterprises Private Limited" to "DEE Power and Electrical Private Limited

• Further during the period under review the Company has again changed its name from "DEE Power And Electrical Private Limited" to "Divine Power Energy Private Limited. pursuant to which Registrar of Companies, NCT of Delhi & Haryana, issued fresh certificate of incorporation dated 11th July, 2023 consequent upon change of name of the Company from "DEE Power and Electricals Private Limited" to "Divine Power Energy Private Limited

• After the above changes pursuant to a Special Resolution passed by the Shareholder in the Extra-Ordinary General Meeting held on 17^th July,2023, Our Company was converted from a Private Limited Company to Public Limited Company and consequently, the name of our Company was changed from "Divine Power Energy Private Limited" to "Divine Power Energy Limited and a Fresh Certificate of Incorporation consequent to Conversion was issued on 3^rd August, 2023 by the Registrar of Companies, NCT of Delhi & Haryana.

• After the completion of the financial year and prior to the adoption of the Board Report, the Company issued and allotted 56,88,000 equity shares of Rs. 10 each, fully paid up, through an Initial Public Offering (IPO) on the NSE Emerge Platform, pursuant to a resolution passed by the Board in its meeting held on 28^th June, 2024 . Subsequently, the Company's equity shares were listed on the NSE Emerge Platform on July 2, 2024.

7. NATURE OF BUSINESS

Our company is engaged in manufacturing of Aluminum and copper (wire & strip) products.

In the previous calendar year our company started manufacturing wires / strips covered with fiberglass which are used in manufacturing electromagnetic coils, like the one used in lifting magnets which are used to lift heavy objects like containers, machinery etc. The Company has supplied wires / strips covered with fiberglass in the markets like Punjab, Bengaluru, and Ahmedabad. In the recent past the Company has started trading in super enamelled wires and strips in an effort to cater customer demand and remain competitive.

8. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year 2023-24.

The overall economic situation during the current financial year is expected to remain inflationary. Geo-political tensions in the Middle East and Ukraine are expected to stoke inflation and affect supply chains. Commodity prices are likely to be higher. It is expected that in view of this uncertainty, the US Federal Reserve will not loosen their Monetary Policy quickly. Indian interest rates are also likely to remain at elevated levels during the current year. Towards the end of the year under review, Copper prices started climbing up and are expected to remain at higher levels during the current year as compared to the year under review. Indian rupee may also remain under pressure, due to the above situation. Due to the above factors, the macro-economic situation will remain challenging

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 Board's 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.

Company's 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 stakeholder's aspirations and societal expectations.

The Company has always endeavoured 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.

05.01.2024, 10.01.2024, 20.01.2024, 25.01.2024, 11.03.2024

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details regarding our Board of Director as on 31st March, 2024 are set forth in table

Changes in Directors and Key Managerial Personnel during the Financial Year

• Mr. Dev Sharan Giri was appointed as an Additional Director in the Board Meeting held on 03.04.2023 and regularized at the Annual General Meeting of the Company held on 30.09.2023.

• Mr. Dev Sharan Giri who was appointed as a Director in the Annual General Meeting held on 30.09.2023 resigned from the position of Director w.e.f. 23.11.2023

• Mr. Rajesh Giri who was appointed as Director of the Company since 14.06.2012, redesignated as Managing Director for the period of 5 (Five) year with effect from

08.12.2023

• Mrs. Dali Giri was appointed as an Additional Director in the Board Meeting held on

23.11.2023 and regularized at the Extra Ordinary General Meeting of the Company held on 19.12.2023.

• Mr. Vikram Grover was appointed as an Independent Director for the period of 5 (Five) Year with effect from 08^th December, 2023

• Mrs. Deepika Gaur was appointed as an Independent Director for the period of 5 (Five) Year with effect from 08^th December, 2023

• Mr. Sujeet Kumar Saxena appointed as Chief Financial Officer of the Company with effect from 01^st November, 2023

• Mr. Aman Gupta Company Secretary appointed as Company Secretary cum Compliance officer of the Company with effect from 01^st August, 2023

* Mr. Aman Gupta Company Secretary of the Company resigned from his position w.e.f

18.05.2024 and Ms. Swati Bansal, appointed as a Company Secretary in Company with effect from 31^st May, 2024

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 three committees of the Board, namely:

1. Audit Committee.

2. Nomination & Remuneration Committee.

3. Stakeholders' Relationship Committee.

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

Audit committee:

Your Company has approved the constitution of Audit Committee in the Board Meeting held 05.01.2024. The Committee was constituted 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, 2024.

Members as on 31st March, 2024.

Your Company has approved the constitution of Stakeholders' Relationship Committee in the Board Meeting held 05.01.2024. The Committee was constituted 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, 2024:

13. SECRETARIAL 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 2023-24.

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 Board's 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 NonIndependent 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 Non-Independent 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 DIRECTOR

The Independent Directors of the Company have submitted the declaration of Independence as required under section 149(7) of the Act, confirming that they meet the criteria of independence under section 149(6).

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 Monday, 11th March, 2024 at Registered office of the Company (cum video

conferencing) 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

The Policy of the Company on Director's Appointment, Remuneration and other Term including criteria for determining qualification and positive attribute, experience and any other matter as required to be provided for the Independence of Director as per sub section (3) of section 178 of the Act is appended as Annexure - l to this Annual Report, The inter alia provides that the Nomination and Remuneration Committee shall formulate the criteria for Board membership and laid down the effective of performance evaluation of Board, its Committee and the Director and such other matter as provided in section 178 of Companies Act, 2013.

The salient feature of the Nomination and Remuneration Committee is also available in the Website of the Company 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, 2024 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.

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 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, 2024. 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, 2024. The Cost Auditors submitted their report for Financial Year 2023-24 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 2024-25 at a remuneration of ' 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 2024-25, 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. Bharti Kashyap & Associates, Company Secretaries, Ghaziabad, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended March 31, 2024. The report of the Secretarial Auditor is annexed to this report as 'Annexure II'. The contents of the Secretarial Audit Report are self-explanatory 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 2023-24.

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 the Regulators or Courts or Tribunals impacting the going concern status and Company's operations at present so far.

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 2023-24 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 an 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, 2024, 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 arm's 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 Company's website www.dpel.in

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 Company's 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 2023-24, 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 provision of section 135 of the Companies Act, 2013 regarding CSR is not applicable to the company during the financial year 2023-24.

The Company has earn a net profit of Rs 8,16,58,000 (Eight Core Sixteen lakh Fifty Eight Thousand) in FY 2023-24. So as per section 135(1) CSR is applicable on the Company for the FY 2024-25.

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 -V 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.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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 the 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 the 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.

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 management's 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 management's 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 Company's 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.

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 company's 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.