The Board of Directors (“the Board”) is pleased to present the Company’s
Twenty Fourth (24^th) Annual Report detailing the performance and key
developments in the business and operations of the Company during the
financial year ended March 31, 2025. This report is accompanied by the
Audited Standalone Financial Statements, along with the Auditors Report
thereon, in compliance with the applicable provisions of the Companies Act,
2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Board expresses its gratitude to all shareholders, employees, customers,
partners, and regulatory authorities for their continued support and confidence
in the Company.

1. FINANCIAL SUMMARY

The Company’s standalone financial performance for the financial year ended
March 31, 2025 are summarized below:

2. RESULT HIGHLIGHTS

In accordance with the provisions of the Act, and SEBI Listing Regulations, the
financial statements of the Company have been prepared in compliance with
the Indian Accounting Standards (“Ind AS”) prescribed under the Act, read with
Companies (Accounts) Rules, 2014, as amended.

During the financial year 2024-2025 your Company has generated revenue
from operations of Rs. 34,219.18 Lakh (including other income) as compared
with the corresponding figure of previous Financial year of Rs. 22,271.99
(Lakhs) and earns net profit after tax Rs. 915.30 Lakh as compared with the
corresponding figure of previous Financial year of Rs. 641.28 Lakh. The total
revenue is increased by 11,947.19 Lakh as compared to last year as well as net
profit after tax is also increased by 274.02 Lakh as compared to last year.

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

"During the financial year, the company’s Securities Premium Account
increased by ?432,612,000, reflecting proceeds from the IPO and the
preferential issue dated July 2, 2024, and March 24, 2025, respectively. In
addition, the company’s profit of ?91,530,000 for the year has been transferred
to Reserves and Surplus under the sub-head ‘Surplus in Profit and Loss
Statement’. Together, these transfers have strengthened the company’s
financial position and bolstered its reserve base, thereby enhancing capital
adequacy to support future business expansion and growth.

5. CHANGE IN SHARE CAPITAL

There is change in the share capital of the Company during the financial year
2024-2025 which are as under:

PUBLIC ISSUE

> Day & Date of Allotment: 28^th June, 2024 (Friday)

> Number of Equity Shares Allotted: 56,88,000 (Fifty-Six Lakhs & Eighty
Eight Thousands Only) Equity Shares.

> Face Value per Share: ? 10/- Per Equity Share

> Issue Price per Share: ? 40/- (Rupees Forty Only) Per Equity Share
including premium of ? 30/- (Rupees Thirty Only) Per Equity share.

> Total Amount Raised: ? 22,75,20,000 (Rupees Twenty-Two Crore Seventy
Five Lakhs & Twenty Thousand)

> Object of the Issue: Our Company intends to utilize the Net Proceeds for
the following objects (“Objects of the Issue”):

1. Working Capital Requirement of the Company

2. General Corporate Purpose

> As a result of the Public Issue, the paid-up share capital of the company
increased by ? 5,68,80,000 (Five Crore Sixty Eight Lakhs & Eighty
Thousands Only)

> Therefore the total paid -Capital of the Company became ?
21,46,70,800 (Twenty One Crore Forty Six Lakhs Seventy
Thousands Eight Hundred Only.)

PREFERENTIAL ISSUE

> Day & Date of Allotment : 22^nd March, 2025 (Saturday)

> Number of Equity Shares Allotted: 22,98,000 (Twenty Two Lakhs &
Ninety Eight Thousand Only) Equity shares.

> Allottees: Non- Promoter Category

> Face Value per Share: ? 10/- Per Equity Share.

> Issue Price per Share: ? 124/- (Rupees One Hundred & Twenty-Four
Only) Per Equity Share including premium of ?114/- (Rupees One
Hundred & Fourteen Only) per Equity share.

> Total Amount Raised: ? 28,49,52,000 (Rupees Twenty Eight Crore Forty
Nine Lakhs & Fifty Two Thousands Only.

> Object of Issue: Acquisition of “Vimlesh Industries Private Limited”
(“the Wholly -owned subsidiary”) which is engaged in the same industry
as “Divine Power Energy limited” (“the Holding Company”).

Therefore, this acquisition offers significant benefits to Divine Power
Energy Limited, primarily through a strategy known as horizontal
integration. This strategy involves a company expanding by acquiring a
business that operates at the same level in the value chain within the
same industry.

> This Preferential Issue further increased the paid-up share capital of the
Company by ?2,29,80,000 (Rupees Two Crore Twenty Nine Lakhs &
Eighty Thousands Only).

> Therefore, as on 31^st March, 2025 the total paid -Capital of the
Company is ?23,76,50,800 (Twenty-Three Crore Seventy-Six Lakhs Fifty
Thousands Eight Hundred Only.)

6. MAJOR EVENTS HELD DURING THE FY 2024-2025.

There was following major event held in the Company during the Financial year
2024-2025 which are as under:

a) INITIAL PUBLIC OFFERING (IPO) AND LISTING ON NSE (EMERGE)

This is the most significant event for the company in the financial year. The
Board Report should detail the success and strategic importance of this
milestone.

• Date of IPO: the official listing date on the NSE SME is July 2, 2024.

• Issue Details: the total issue size is 22.76 crores, the number of shares
issued is 56.88 lakh shares, and the issue price per share is ?40, the
upper end of the price band.

• Purpose of the IPO: primarily for funding the company's working capital
requirements and for general corporate purposes.

• Market Reception: the overwhelming response from investors, the
significant oversubscription in both retail and non-institutional investor
categories, which demonstrates strong market confidence in the
company's business model and future prospects.

b) FINANCIAL PERFORMANCE AND GROWTH

The detailed analysis of the company's financial results for the year ended
March 31, 2025. This should include key financial metrics and a comparison to
the previous year.

• Revenue Growth: The substantial year-on-year growth in total revenue,
which increased by over 53% in FY 2025. This indicates a strong
operational performance and growing market presence.

• Profitability: Increase in profit after tax (PAT) and a solid operating
profit margin, which demonstrates the company's efficiency and ability to
generate healthy returns.

• Capital Structure: The changes to the company's balance sheet,
including the increase in total assets and equity, primarily due to the
fresh issue of shares from the IPO.

c) ACQUISITION OF VIMLESH INDUSTRIES PRIVATE LIMITED

During the financial year under review, your company, Divine Power Energy
Limited, successfully completed the acquisition of “Vimlesh Industries Private
Limited” (the Wholly-owned Subsidiary”), a company specializing in the
manufacturing of aluminium and copper wires. This strategic move is a
significant step towards vertical integration and business expansion.

• Strategic Rationale for the Acquisition

The Board of Directors approved this acquisition after a thorough evaluation of
its potential to create long-term shareholder value and the key strategic
objectives of the acquisition which include:

1. Vertical Integration and Supply Chain Control: The acquisition of
“Vimlesh Industries Private Limited” will enable Divine Power Energy
Limited to gain control over a critical part of its supply chain, ensuring
a stable and high-quality supply of aluminium and copper wires, which
are essential inputs for our core business.

2. Operational Synergies: The integration is expected to result in
significant cost savings through economies of scale, optimized
production processes, and reduced reliance on third-party suppliers.

3. Business Diversification: The acquisition provides Divine Power
Energy Limited with a foothold in the wire manufacturing sector,
diversifying our revenue streams and reducing reliance on a single
business segment.

4. Enhanced Market Position: The combined strength of both companies
will create a more competitive entity with an expanded product portfolio
and a stronger market presence.

7. NATURE OF BUSINESS

Our company primarily engaged in the manufacturing and supply of various
types of wires and strips, which are critical components for the power
distribution sector.

The Core Products manufactured by our Company are as follows: Bare
Copper and Aluminum Wires/Strips and Winding Copper and Aluminum
Wires/Strips.

These products are insulated with materials such as paper, cotton, fiberglass,
and super enamel. They are primarily used in the manufacturing and
maintenance of transformers, which are essential for regulating voltage and
current in power distribution networks. The company has also started
producing fiberglass-covered wires and strips for use in electromagnetic coils,
expanding its market to industries like solar and automobile ancillaries.

Manufacturing and Operations:

• The company's manufacturing facility is located in Sahibabad,
Ghaziabad (Uttar Pradesh), with a capacity to handle a significant
amount of both aluminum and copper per month.

• The business relies on a robust supply chain, with raw materials
(copper and aluminum rods) procured from reliable suppliers like
NALCO, Birla Copper, and Hindalco.

• The company has a strong presence in North India, with key markets in
Uttar Pradesh, Delhi, Uttarakhand, Haryana, Punjab, and Bihar. It has
also recently expanded into markets in Karnataka and Gujarat.

8. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the
financial year 2024-2025

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 endeavored to implement the Corporate Governance
process in the most democratic form as maximization of shareholder’s 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.

10. NUMBER OF BOARD MEETING HELD

During the year under review 18 (Eighteen) meeting of the Board of Director
were held as under:

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, 2025 are set forth in
table:

Changes in Directors and Key Managerial Personnel during the Financial
Year:

• During the Financial year, there was Change in the Key Managerial
Personnel (KMP) of the Company - Mr. Aman Gupta, Company Secretary
of the Company resigned from his position due to his personal reasons
w.e.f. 18^th May, 2024 and Ms. Swati Bansal was appointed as the
Company Secretary & Compliance Officer of the Company with effect
from May 31, 2024.

Retirement by Rotation:-

In terms of Section 152 of the Companies Act, 2013 Mrs. Dali Giri (DIN:
01137115), Director of the Company is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offered herself for re¬
appointment.

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 Four
committees of the Board, namely:

1. Audit Committee.

2. Nomination & Remuneration Committee.

3. Stakeholders’ Relationship Committee.

4. Internal Complaints Committee (ICC) for Prevention of Sexual Harassment
(POSH)

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

Audit committee:

Your Company has constituted Audit Committee 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, 2025.

During the year under review 05 (Five) meeting of the Audit Committee were
held as under:

Nomination and Remuneration Committee:

Your Company has constituted a Nomination and Remuneration Committee
in accordance with the section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015; The Nomination and Remuneration Committee comprises
of the following Members as on 31st March, 2025.

During the year under review 02 (Two) meeting of the Nomination and
Remuneration Committee were held as under:

Your Company has constituted a Stakeholders' Relationship Committee 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, 2025:

During the year under review 01 (One) meeting of the Nomination and
Remuneration Committee were held as under:

Internal Complaints Committee (ICC) for Prevention of Sexual Harassment
(POSH):

During the year under review 01 (One) meeting of the Nomination and
Remuneration Committee were held as under:

13. SECRETERIAL 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 2024-2025.

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 Non-Independent 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 DIIRECTOR

Pursuant to Section 149(7) of the Act, the Company has received declarations
from all Independent Directors, confirming that they meet the criteria of
independence as specified in Section 149(6) of the Act, as amended, read with
Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing
Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the
Independent Directors have confirmed that they are not aware of any
circumstance or situation which exists or may be reasonably anticipated that
could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence and that they are
independent of the Management.

The Independent Directors have also confirmed that they have complied with
the Company’s Code of Conduct and that they are registered on the databank
of Independent Directors maintained by the Indian Institute of Corporate
Affairs. The Directors have further confirmed that they are not debarred or
disqualified from holding the office of director under any order of MCA, SEBI or
other regulator. The Board of Directors of the Company have taken on record
the aforesaid declaration and confirmation submitted by the Independent
Directors.

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 Friday, 29th
November, 2024 at Registered office of the Company 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

In accordance with Section 178 of the Act and the SEBI Listing Regulations,
the Board has adopted a Nomination and Remuneration Policy which outlines
the procedures and guidelines for the identification, evaluation, and
determination of the remuneration for Directors, Key Managerial Personnel and
Senior Management. It also specifies the criteria for assessing the
qualifications, positive attributes, and independence of Directors, along with
other matters as mandated under the Act and SEBI Listing Regulations.
During the year under review, the Nomination and Remuneration Policy was
amended inter-alia to ensure alignment with the prevailing legal requirements
to reflect the intent of the law in letter and in spirit. The salient features of the
Nomination and Remuneration Policy of the Company are annexed as
“Annexure-I” to this Report. The detailed policy is also available on the
website of the Company at 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, 2025 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.

20. AUDITORS:

a. Statutory Auditor

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 of 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, 2025. 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, 2025. The Cost
Auditors submitted their report for Financial Year 2024-2025 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 2025-2026 at a remuneration of 'Rs. 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
2025-2026, 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. Sumit Bajaj & Associates,
Company Secretaries, as the Secretarial Auditor for conducting the
Secretarial Audit of your Company for the Financial Year ended March
31, 2025. 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 2024-2025.

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 any Regulators,
Courts or Tribunals during the financial year that would impact the going
concern status of the Company or its future operations continue in the
normal course of business.

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
2024-2025 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 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, 2025, 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

The Company has frame work for the purpose of identification and monitoring
of Related Party Transactions. All Related Party Transactions are placed
before the Audit Committee and also to the Board of Director's for approval.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as
stipulated under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), is presented in a separate section, forming part of the Annual
Report. -“Annexure- IV”

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has in place adequate internal control systems commensurate
with the size of its operations. The Company has in place adequate controls,
procedures and policies, ensuring orderly and efficient conduct of its
business, including adherence to the Company’s policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records and timely preparation of reliable
financial information. Based on the framework of internal financial controls
and compliance systems established and maintained by the Company, the
work performed by the internal auditors and the reviews performed by
management and the Audit Committee, the Board is of the opinion that the
Company’s internal financial controls were adequate and effective during the
Financial Year 2024-2025.

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

The information on conservation of energy, technology absorption and foreign
exchange earnings and outgo as required to be disclosed pursuant to Section
134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies

(Accounts) Rules, 2014, are given to the extent applicable in “Annexure-V”
forming part of this report.

31. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT
POLICY

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 2024-2025, 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 Company is committed to playing an active role in transforming
communities by creating long-term value for all stakeholders and improving
their socioeconomic well-being. We believe in fostering business growth in a
socially and environmentally responsible manner.

During the financial year under review 2024-2025. The provision of section
135 of the Companies Act, 2013 regarding CSR is applicable to the company.

In line with the provisions of Section 135 of the Companies Act, 2013, and the
rules framed thereunder, the Company has a comprehensive CSR Policy. The
said policy is available on the Company's website at www.dpel.in. The
Obligation of CSR Committee is not applicable to the Company, the Board of
Directors have been actively engaged in fulfilling the Company's social and
environmental obligations.

Our CSR policy, duly approved by the Board of Directors, outlines our
commitment to operating in an economically, socially, and environmentally
sustainable manner. We are dedicated to implementing projects that align
with the national development agenda and the focus areas specified under
Schedule VII of the Companies Act, 2013.

During the financial year, the average net profit of the Company for the three
immediately preceding financial years, as calculated under the provisions of

Section 198 of the Companies Act, 2013, was Rs. 46574010.03. Accordingly,
the Company's prescribed CSR expenditure for the year was Rs. 931480.20
the Board is pleased to report that the Company has spent ?10 Lakhs on
various CSR activities during the year, which is in compliance with the
prescribed CSR obligation.

The details of the projects and programs undertaken, along with the
expenditure incurred, are provided in the "Annual Report on CSR Activities"

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 -VI” 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 2024-2025.

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 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 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. The Posh Policy of the Company can be accessed at website of the
Company at www.dpel.in

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.

39. 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.

FOR AND ON BEHALF OF THE BOARD
FOR DIVINE POWER ENERGY LIMITED

Date: 04^th September, 2025

Place: New Delhi RAJESH GIRI VIKAS TALWAR

(Managing Director) (Director)

DIN: 02324760 DIN: 01709711