D P Abhushan Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2023

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of D. P. Abhushan Limited ("the
Company"), along with the audited financial statements, for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS ¹ _{In Lakhs)}

Particulars	STANDALONE		CONSOLIDATED
	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2021-22
Revenue From Operations	1,97,512.02	1,73,137.99	1,73,137.99
Other Income	22.99	32.00	32.00
Total Income	1,97,535.00	1,73,169.99	1,73,169.99
Less: Total Expenses before Depreciation, Finance Cost and Tax	1,89,676.67	1,65,653.24	1,65,634.51
Profit before Depreciation, Finance Cost and Tax	7,858.33	7,516.75	7,535.48
Less: Depreciation	491.14	537.03	546.34
Less: Finance Cost	1,302.41	1,519.35	1,519.43
Profit Before Tax	6,064.78	5,460.37	5,469.71
Less: Current Tax	1530.69	1,396.56	1,396.56
Less: Deferred tax Liability (Asset)	2.41	20.27	19.71
Profit after Tax	4,531.69	4,043.54	4,053.44

FINANCIAL PERFORMANCE

On Standalone Basis

The standalone revenue for financial year 2022-23
stood at '' 1,97,512.02 Lakh as compared to ''1,73,137.99
Lakh in previous financial year 2021-22. The standalone
net profit after tax for the financial year 2022-23 stood at
'' 4,531.69Lakh as compared to ''4,043.54 Lakh for the
previous financial year 2021-22.

The Company has reported record growth of 12.07% in
standalone net profit after tax and 14.08% in revenue for
the full financial year 2022-23 as compared to the
previous financial year 2021-22.

DIVIDEND

Your Directors recommended a final dividend of D 1.00/- per equity share on the Company''s 22254850 equity
shares of D 10.00 each (10%) for the financial year 2022-23, in its meeting held on August 11, 2023.

The final dividend on the equity shares, if declared as above, would entail a total outflow of D 222.5485 lakh. The
dividend payment is subject to approval of members at the ensuing Annual General Meeting. The dividend
payout is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of
the Company can be accessed at https://www.dpjewellers.com/la-
assets/dp/pdf/Dividend%20Distribution%20Policy.pdf.

Dividend of D 1.00/- per equity share on the Company''s 22254850 equity shares of D 10.00 each (10%) for the
financial year 2021-22, had been declared by the Board in its meeting held on May 24, 2022 and subsequently
approved by the Shareholders in their meeting held on 30/09/2022.

The dividend payout is in accordance with the Dividend Distribution Policy of the Company.

The details of total amount lying in the unclaimed and unpaid Dividend accounts of the Company as on
March 31, 2023 are given below; ('' j_n L_akh_s)

The Details of Shareholders whose Dividend is unpaid or unclaimed are uploaded on the Website of the
Company at www.dpjewellers.com.

Members who have not yet encashed their dividend warrant(s) for the above financial years, are requested to
make their claims before relevant due dates without any delay to the Company or Registrar and Transfer Agents
(RTA), Bigshare Services Private Limited.

Shareholders are also informed that pursuant to the provisions of Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") the final dividend declared for the
financial year 2021-22, which remained unclaimed for a period of seven years will be credited to the IEPF on or
before November 27, 2029. The corresponding shares on which dividend remains unclaimed for seven
consecutive years will also be transferred as per the procedure set out in the Rules.

Accordingly, Shareholders are requested to claim the final dividend declared for the financial year 2021-22
before the same is transferred to the IEPF.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net profit are
carried to reserve & Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of
business as per main object of the Company.

SHARE CAPITAL

During the year under review, there was no change in the authorized and paid-up share capital of the Company:

AUTHORIZED CAPITAL

The Authorized Capital of the Company, as at closure of financial year 2022-23, was '' 2,285.00 Lakh divided into
22850000 Equity Shares of ''10/- each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

Issued, Subscribed & Paid-up Capital of the Company, as at closure of financial year 2022-23,was '' 2,225.485
divided into 22254850 Equity Shares of '' 10/- each.

The entire Paid-up Equity share Capital of the Company is listed at National Stock Exchange of India Limited.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board	Disclosure bv Directors
The Board of the Company comprises seven	The Directors on the Board have submitted notice of
directors out of which two are Promoter	interest under Section 184(1) i.e. in Form MBP 1,
Executive Directors and one is Promoter Non-	intimation under Section 164(2) i.e. in Form DIR 8 and
Executive Director and four are Non-Promoter	declaration as to compliance with the Code of Conduct
Non-Executive Independent Directors. The	of the Company. None of the Directors of the Company is
Constitution of the Board of Directors and other	disqualified for being appointed as Director as specified
disclosures related to the Board of Directors	in Section 164 (2) of the Companies Act, 2013.
are given in the Report on Corporate
Governance.
Board Meeting
Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional
Board meetings are convened, as and when	required, to discuss and decide on various business policies,
strategies and other businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 9 (Nine) times, viz April 18, 2022; May 24,
2022; June22, 2022; June 28, 2022; August7, 2022; September 7, 2022;November 7, 2022; January 27, 2023 and
March 23, 2023.
The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in
the Report on Corporate Governance.

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the
Company has four Non-Promoter Non-Executive Independent Directors amongst which one is woman
independent director. In the opinion of the Board of Directors, all the four Independent Directors of the
Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there
under and Listing Regulations and they are Independent of Management.

A separate meeting of Independent Directors was held on March 23, 2023 to review the performance of Non¬
Independent Directors and Board as whole and performance of Chairperson of the Company including
assessment of quality, quantity and timeliness of flow of information between Company management and
Board that is necessary for the board of directors to effectively and reasonably perform their duties. The
meeting was attended by all the Independent Directors of the Company.

Vide Special resolution passed by the Members at the Extra Ordinary General Meeting of the Company on
May13, 2022, Mr. Mukesh Kumar Jain (DIN: 00653837) has been re-appointed as Non-Executive Independent
Director of the Company to hold office for a second term of 5 (five) consecutive years, that is, up to July14, 2027
and Ms. Apurva Chordia (DIN: 09575780) was appointed as Woman Non-Executive Independent Director of the
Company to hold office for a term of 5 (five) consecutive years with effect from April 19, 2022 till April 18, 2027.

Vide Special resolution passed by the Members through postal ballot on July14, 2023, Mr. Sanskar Kothari (DIN:
06779404) has been re-appointed as Non-Executive Independent Director of the Company to hold office for a
second term of 5 (five) consecutive years, that is, up to July15, 2028.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are
incorporated on the website of the Company at https://www.dpjewellers.com/la-
assets/dp/pdf/company_policy/Term%20&%20Conditions%20of%20Appointment%20of%20Independent%20Di
rectors.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7)
of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence
as per relevant provisions of Companies Act, 2013 for financial year 2023-24. The Board of Directors of the
Company has taken on record the said declarations and confirmation as submitted by the Independent
Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill
the conditions for Independent Directors and are independent of the Management. All the Independent
Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent
Directors maintained by the Indian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year.

INFORMATION ON OTHER DIRECTORATE

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr.
Santosh Kataria Chairman and Managing Director of the Company retires by rotation at the ensuing annual
general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment.
The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the
person seeking re-appointment as Directors are annexed to the Notice convening the sixth annual general
meeting.

KEY MANAGERIAL PERSONNEL

During the year 2022-23, the Company had Mr. Santosh Kataria, Chairman and Managing Director, Mr. Anil
Kataria, Whole Time Director, Ms. Aashi Neema as Company Secretary and Compliance Officer and Mr. Vijesh
Kumar Kasera was serving as Chief Financial Officer who were acting as Key Managerial Personnel at different
positions.

The Board placed its appreciation to all Key Managerial Personnel for serving the Company during their tenure.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

¦ The performance of the board was evaluated by the board, after seeking inputs from all the directors, on
the basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning etc.

¦ The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

¦ The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. .

¦Fin addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent
directors, performance of the board as a whole and performance of the chairman, taking into account the views
of executive directors and non-executive directors. Performance evaluation of independent directors was done
by the entire board, excluding the independent director being evaluated.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards
have been followed and that no material departures have been made from the same;

b) The Directors had 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 or loss of the Company for that year;

c) The Directors had 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 Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and

f) 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.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of
which are given hereunder.

The composition of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee and Risk Management Committee, their respective role and responsibility are detailed in the
Report on Corporate Governance annexed to this Report.

AUDIT COMMITTEE

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013
and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

As at March 31, 2023, the Audit Committee comprised Mr. Sanskar Kothari (Non-Executive Independent
Director) as Chairperson and Mr. Mukesh Kumar Jain (Non-Executive Independent Director), Mr. Deepak Gadia
(Non-Executive Independent Director) and Mr. Santosh Kataria (Chairman and Managing Director) as
Members.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of
Directors.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility
Committee ("the CSR Committee") with object to recommend the Board a Policy on Corporate Social
Responsibility and amount to be spent towards Corporate Social Responsibility.

As at March 31, 2023, the CSR Committee comprised Mr. Sanskar Kothari (Non-Executive Independent Director)
as Chairman and Mr. Mukesh Jain (Non-Executive Independent Director) and Mr. Santosh Kataria (Chairman
and Managing Director) as Members of the Committee.

The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the
implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR
activities. During the year under review, CSR Committee Meetings were held onMay 24, 2022; August7, 2022
and March 23, 2023 in which requisite quorum were present. The meetings were held to review and approve the
expenditure incurred by the Company towards CSR activities.

The CSR Policy may be accessed at the web link https://www.dpjewellers.com/la-
assets/dp/pdf/CSR_Policy.pdf. The Annual Report on CSR activities in prescribed format is annexed as an
Annexure- A.

VIGIL MECHANISM

The Company has a Vigil Mechanism wherein the directors/ employees/ associates can approach the
Management of the Company (Audit Committee in case where the concern involves the Senior Management)
and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or
violation of the Company''s Code of Conduct, suspected leak of Unpublished Price Sensitive Information. The
Vigil Mechanism requires every employee to promptly report to the Management any actual or possible
violation of the Code or an event he/she becomes aware of that could affect the business or reputation of the
Company. The disclosure reported are addressed in the manner and within the time frames prescribed in the
policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the
Audit Committee to report any concerns.

No person has been denied access to the Audit Committee of the Board. The Policy on Vigil Mechanism is
available on the website of the Company at https://www.dpjewellers.com/la-
assets/dp/pdf/Vigil_Mechanism.pdf.

NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It
enables the Company to attract motivated and retained manpower in competitive market, and to harmonize
the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration
by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the
Nomination and Remuneration Committee within the salary scale approved by the members and are effective
from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the
Company at https://www.dpjewellers.com/la-assets/dp/pdf/Nomination_Remuneration_Policy.pdf.

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financial year 2022-23 to Executive Directors/Directors
of the Company is provided in Report on Corporate Governance which is the part of this report.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section
73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of
India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and
the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement.

WEB LINK OF ANNUAL RETURN

The link to access the Annual Return is

https://www.dpjewellers.com/la-assets/dp/pdf/Annual_Report/Annual%20return%20F.Y%202022-23.pdf

RELATED PARTIES TRANSACTION

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors,
Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All
Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior
omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive
in nature.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed
Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy
on Related Party Transactions as approved by the Board is uploaded on the Company''s website at
https://www.dpjewellers.com/la-assets/dp/pdf/Policy_on_related_party_transaction.pdf.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2 is annexed to this Report as Annexure - B.

There was no contracts, arrangements or transactions which was executed not in ordinary course of business
and/or at arm''s length basis.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014,
the Company is not required to maintain the cost records.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each executive director to the median of employees'' remuneration as per
Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - C.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. Further, the report and the accounts are being sent to the Members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic
form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments for the likely impact affecting financial position
between end of the financial year and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company''s operations in future.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any subsidiaries / joint venture / associate company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the
Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment
at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to
complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are
compliant with the law of the land where we operate. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints.

During the financial year 2022-23, the Company has received Nil complaints on sexual harassment, out of which
Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2023.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy:

No major steps have been taken by the Company. However, the Company continues its endeavor to
improve energy conservation and utilization.

ii. ) The steps taken by the Company for utilizing alternate sources of energy:

The Company has continued its focus on energy conservation efforts through up-gradation of process with
new technology. The technology installed by the Company has provided better results in quality and
production and also reducing the overall cost of production and maintenance which effect production
scheduling and various energy saving initiatives in all areas of production. However, the Company has not
installed any alternate source of energy running on renewable energy source.

iii. ) The capital investment on energy conservation equipment: Nil

B. Technology absorption -

i. ) The effort made towards technology absorption

Your Company has been very thoughtful in installing new technology to reduce the production cost, improve
yield, enhance product endurance and strengthen finish. However, no new technology has been installed
by the Company during the year and all existing technology has been fully absorbed.

ii. ) The benefit derived like product improvement, cost reduction, product development or import

substitution

The Company had installed such technology that improve productivity, quality and reduction in manual
intervention and to enhance the quality and productivity. Improvement in manufacturing process helped the
Company in managing production scheduling; & better & faster servicing of product for domestic as well as
global market.

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the

financial year)

a. The details of technology imported: Not Applicable.

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

iv. ) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

v. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure -

i. ) Details of Foreign Exchange Earnings: NIL

ii. ) Details of Foreign Exchange Expenditure: NIL

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure,
potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of
probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company, during the year has reviewed its Internal Financial Control systems and has continually
contributed to establishment of more robust and effective internal financial control framework, prescribed
under the ambit of Section 134(5) of the Act. The preparation and presentation of the financial statements is
pursuant to the control criteria defined considering the essential components of Internal Control - as stated in
the "Guidance Note on Audit of Internal Financial Controls Over Financial Reporting" issued by the Institute of
Chartered Accountants of India. The control criteria ensures the orderly and efficient conduct of the Company''s
business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial
information. Based on the assessment carried out by the Management and the evaluation of the results of the
assessment, the Board of Directors are of the opinion that the Company has adequate Internal Financial
Controls system that is operating effectively as at March 31, 2023. There were no instances of fraud which
necessitates reporting of material misstatement to the Company''s operations. There has been no
communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting
practices.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on
Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with
the conditions of Corporate Governance is annexed to the Board''s Report as Annexure - D.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required by Regulation 34(2)(f) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, for the year under review is annexed to the Board''s Report as Annexure - E and
forms an integral part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a review of the performance of the Company, for the year under review, Management
Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad (FRN: 121335W) were appointed as Statutory
Auditors of the Company at the first Annual General Meeting held on September 21, 2018, for a term of five
consecutive years. The present term is expiring at the sixth annual general meeting of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not
call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any
qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in
this Annual Report.

In terms of provision of Section 139(2) of the Companies Act, 2013, M/s. Jeevan Jagetiya& Co., Chartered
Accountants, Ahmedabad (FRN: 121335W) may be re-appointed for further period of 4 (fOUR) years i.e. from
the conclusion of 6th Annual General Meeting of the Company till 10th Annual General Meeting of the
Company and hence Board of Directors of the Company recommends resolution for re-appointment of M/s.
Jeevan Jagetiya& Co., Chartered Accountants, Ahmedabad (FRN: 121335W) as statutory auditor of the
Company.

The Company has appointed Mr. Anand Lavingia, Practicing Company Secretary, to conduct the secretarial
audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013
and Rules thereunder. The Secretarial Audit Report for the financial year 2022-23 is annexed to this report as an
Annexure - F-1.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2023 issued by Mr. Anand
Lavingia, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder,
pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no.
CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) is annexed to this report as an Annexure - F-2.

The above reports contain remark regarding 1)Late submission of video recordings of Investor Meet held on
Tuesday, May 24, 2022. The Company had submitted Video Recording on May 27, 2022 and 2) Late submission
of video recordings of Investor Meet held on Monday, August 8, 2022. The Company had submitted Video
Recording on August 9, 2022 at evening.

Your Directors submit that the Company takes all measures to timely comply with the entire requirement.
However, the delay occurred purely due to oversight and Company ensures to make timely compliance in
future.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies
Act, 2013.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website
namely "www.dpjewellers.com" containing basic information about the Company. The website of the Company
is also containing information like Policies, Shareholding Pattern, Financial Results and information of the
designated officials of the Company who are responsible for assisting and handling investor grievances for the
benefit of all stakeholders of the Company, etc.

ADOPTION OF IND-AS

The company has prepared the opening balance sheet as per Ind AS as of 1 April 2019 (the transition date) by
recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or
liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required
under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities.

There were no significant reconciliation items between cash flows prepared under previous GAAP and those
prepared under Ind AS.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1
AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and
''General Meetings'', respectively, have been duly complied by your Company.

/ / /

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134
(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act
and listing regulations, to the extent the transactions took place on those items during the year.

APPRECIATIONS AND ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the
employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve
good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by
the banks, government, business associates and the shareholders for their continued confidence reposed in the
Company and look forward to having the same support in all future endeavors.

Registered Office: By order of the Board of Directors

138, Chandani Chowk, Ratlam, For, D. P. ABHUSHAN LIMITED

Madhya Pradesh- 457001 CIN: L74999MP2017PLC043234

Place: Ratlam Anil Kataria Santosh Kataria

Date: September 6, 2023 Whole-Time Director Chairman & Managing Director

(DIN: 00092730) (DIN: 02855068)

1

During the financial year 2021-22, the Company had made disinvestment in its wholly owned subsidiary -
D.PJewelline Limited (Formerly known as Gatha Trendz Limited) w.e.f January 25, 2022 and sold entire stake of
D.P.Jewelline Limited (Formerly known as Gatha Trendz Limited) to related parties and hence requirement for
providing Consolidated results for FY 2022-23 is not applicable to the Company.

D. P. Abhushan Limited is engaged in the business of manufacturing, sale and trading of Gold Jewellery,
Diamond Jewellery, Platinum Jewellery, Silver Jewellery and other precious Metals.

D.P. Abhushan Limited was originally formed as a Partnership Firm in the name and style of "M/s D.P.
Jewellers". The name of the partnership firm "M/s D.P. Jewellers" was changed to "M/s D.P. Abhushan" vide
partnership deed dated February 14, 2017. "M/s D. P. Abhushan" was converted from partnership firm to Public
Limited Company with the name of "D. P. Abhushan Limited" on May 02, 2017 vide CIN No.
L74999MP2017PLC043234 under the Part I of chapter XXI read with section 366 of the Companies Act 2013.

Under the registration of the company under chapter XXI of the Companies Act, 2013 the business and assets
and liabilities of M/s. D. P. Abhushan (Partnership Firm) have become the property of the company and have
been taken at their book-value (i.e. Total assets less total liabilities) on and from the date of incorporation of the
company. Accordingly, the company shall undertake, pay, observe, satisfy, perform and fulfil the agreements,
arrangements and liabilities of the said firm entered into in the name of the said firm and in relation to said
business and assets brought in as aforesaid, and indemnify the erstwhile partners, their executors, estates, and
effects from and against all actions, proceedings, claims.

---

Mar 31, 2018

DIRECTORS'' REPORT

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"),

along with the audited financial statements,for the first financial year ended March 31,2018.

FINANCIAL HIGHLIGHTS:

Rs in Lakh

Particulars	FY. 2017-18
Revenue From Operations - Gems and Jewellery	65,864.34
-Windmill	109.79
Other Income	17.16
Total Income	65,991.29
Less: Total Expenses before Depreciation, Finance Cost and Tax	63,783.73
Profit before Depreciation, Finance Cost and Tax	2207.56
Less: Depreciation	131.36
Less: Finance Cost	951.44
Profit Before Tax	1124.75
Less: Current Tax	273.04
Less: Deferred tax Liability (Asset)	37.06
Profit after Tax	814.65

During the year under review, the revenue from operation of the Company was stood at Rs 65,974.13 Lakh from both the segment. Further, profit before tax in the financial year 2017-18 stood at Rs 1124.75Lakhs making net profit after tax of Rs 814.65 Lakhs.

ABOUT COMPANY:

Company was originally formed as a partnership firm under the Partnership Act, 1932 ("Partnership Act") in the name and style of "M/s D. P. Jewellers", pursuant to a deed of partnership dated April 1, 2003 entered between Mr. Ratanlal Kataria and Mr. Anil Kataria. The name of the partnership firm "M/s. D.P. Jewellers" was changed to "M/s D. P. Abhushan" and new partners were admitted pursuant to partnership deed dated February 14, 2017. "M/s. D.P. Abhushan" was thereafter converted from partnership firm to Public Limited Company under Part I Chapter XXI of the Companies Act, 2013 with the name of "D. P. Abhushan Limited" and received a certificate of incorporation from the Registrar of Companies, Central Registration Centre, Manesar, Gurugram on May 2, 2017 bearing registration no. 043234/2017-18.

BUSINESS OVERVIEW:

Your Company is engaged in the retail business of various jewelleries and ornaments made out of gold, diamonds and platinium studded with precious and semi precious stones. Our portfolio includes earrings, armlet, pendants, gajrahs, nose rings, bracelets, chains, necklaces, bangles and other wedding jewellery. Your Company continues to move ahead on its well defined growth path of opening of new retail chain stores & launching of new designs & collections. Your Company continues to focus on expanding its retail presence and have a four showrooms in Rajasthan and Madhya Pradesh. Company is also dealing in a power generation and installed 5 wind trubine generators of 750 KW each in the village Bagia & Naveli, Ratlam, Madhya Pradesh. Company has entered into an agreement with M. P. Power Management Co. Ltd. for exclusive sale of power, generated from wind turbine generatorto MPPMCL. Your company has outsourced all operations and maintenance activities relating to wind turbines to a third party.

DIVIDEND:

With a view to conserve and save the resources for future prospect of the Company, your Directors regret to declare dividend for the financial year 2017-18.

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net profit are carried to reserve&Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

SHARE CAPITAL:

During the year under review the following changes have taken place in the authorised and paid-up share capital of the Company:

AUTHORIZED CAPITAL

At the time of Incorporation of the Company, the Authorized Capital of the Company was Rs16,35,00,000/- divided into 1,63,50,000 Equity Shares of Rs10/- each.

The Authorized Capital of the Company was increased to Rs 22,85,00,000/- divided into 2,28,50,000 Equity Shares of Rs 10/- each vide Special Resolution passed by the Members in their Extra-ordinary General Meeting held on June 20,2017.

ISSUED,SUBSCRIBED&PAID-UPCAPITAL

Pursuant to subscription to the Memorandum of Association of the Company, the subscribers have been allotted total 1,63,22,850 Equity Shares of Rs 10/- each aggregating to Rs 16,32,28,500/-.

Pursuant to Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on October 16,2017, has allotted total 59,32,000 Equity Shares of Rs 10/- each at price of Rs 28/- per equity shares to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with the NationalStock Exchange of India Limited.

The present Paid-up Capitalof the Company is Rs 22,25,48,500/- divided into 2,22,54,850 Equity Shares of Rs 10/-.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

The Board of Directors had, in its meeting held on June 10,2017, proposed the Initial Public Offer of such number of equity shares at such premium aggregating the amount not exceeding Rs 35.00 Crores. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-ordinary General Meeting held on June 20,2017.

Pursuant to the authority granted by the Members of the Company, the Board of Directors has appointed Hem Securities Limited as Lead Manager and Bigshare Services Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company had applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. NSE has, vide its letter dated, September 15, 2017, granted its In-Principle Approval to the Company.

The Company has filed Prospectus to the Registrar of the Company, Gwalior on September 26,2017. The Public Issue was opened on Monday, October 9,2017 and closed on Wednesday, October 11,2017. The Basis of Allotment was finalized by Company.Registrar to the issue and merchant banker in consultation with the National Stock Exchange of India Limited on October 16, 2017 The Company has applied for listing of its total equity shares to NSE and NSE has granted its approval vide its letter dated October 18, 2017. The trading of equity shares of the Company commenced on October 23,2017 at Emerge Platform of NSE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CONSTITUTION OF BOARD:

As on the date of this report, the Board comprises following Directors;

Name of Director	Category Cum Designation	Date of Appointment at current Term & designation	Total Directorship2	No. of Committee1		No. of Shares held as on March 31,2018
				in which Director is Members	in which Director is Chairman
Mr.Vikas Kataria	Chairman and Managing Director	June 10, 2017	2	2	-	6,07,330 Equity Shares
Mr. Santosh Kataria	Whole Time Director	July 11, 2017	4	-	-	6,07,330 Equity Shares
Mrs. Renu Kataria	Non-Executive Director	June 20, 2017	1	-	-	12,03,230 Equity Shares
Mr. Sanskar Kothari	Independent Director	July 16, 2018	2	-	2	-
Mr. Mukesh Jain	Independent Director	July 15, 2017	2	2	-	-

1 Committee includes Audit Committee and Shareholders'' Grievances Committee across all Public Companies. 2Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

BOARD MEETING

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when requires to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 16 times on May 2,2017;May 18,2017; June 10, 2017; July 11, 2017; July 12, 2017; July 19, 2017; July 24, 2017; July 29, 2017; August 21, 2017; August 28, 2017; September4,2017;September9,2017; September26,2017;October 16,2017;January 25,2018; March 31,2018.

The details of attendance of each Director at the Board Meetingsaregiven below;

Name of Director	Date of Original Appointment	Date of Appointment at current Designation	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr.Vikas Kataria	May 2, 2017	June 10, 2017	-	16	16
Mr. Santosh Kataria	May 2, 2017	June 11, 2017	-	16	16
Mr. Anil Kataria	May 2, 2017	June 10, 2017	June 11, 201 7	3	3
Mr. Ratanlal Kataria	June 20, 2017	-	June 11, 201 7	3	3
Mrs. Renu Kataria	June 20, 2017	-	-	13	13
Mr. Chitresh Mehta	June 20, 2017	-	June 16, 201 7	13	13
Mr. Mukesh Jain	July 15, 2017	-	-	11	11

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

IN DEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. A separate meeting of Independent Directors was held on March 31, 2018 to review the performance of Non-independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company managementand Board.

The Company has received necessary declaration from each independent director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the act.

INFORMATION ON DIRECTORATE

At the time incorporation of the Company, Mr. Anil Kataria, Mr. Santosh Kataria and Mr. Vikas Kataria were proposed to be appointed as Directors of the Company. The Central Registration Center has approved the application and they were appointed as First Directors of the Company in pursuance of Articles of Assocaiton of the Company.

After Incorporation of the Company, the Board of Directors, in their meeting held on June 10,2017, has appointed Mr. Vikas Kataria as Managing Directorof the Company and Mr. AnilKatriaas Whole Time Director of the Company.

Based on notice received from members underSection 160 of the Act and on recommendation of the Board of Directors, Mr. Chitresh Mehta, Mr. Ratan Lai Kataria and Mrs. RenuKataria were appointed as Non-Promoter Non-Executive Independent Director, Promoter-Chairman and Non-Executive and Promoter-Non-Executive Directorof the Company respectively.

Later on, Mr. Anil Kataria and Mr. Ratan Lai Kataria have tendered their resignation with effect from July 11, 2017. The Board placed on record its appreciation for the guidance and contribution made by Mr. Anil Kataria and Mr. Ratan Lai Kataria during their tenure on the Board. Further, Mr. Santosh Kataria was appointed as Whole-Time Director of the Company onJulyl 1,2017.

Based on notice received from members underSection 160 of the Act and on recommendation of the Board of Directors, Mr. Mukesh Jain was appointed as Non-Promoter Non-Executive Independent Director of the Company.

Further, after closure of financial year 2017-18, Mr. Chitresh Mehta has resigned from the Board w.e.r. July 16, 2018. The Board placed on record its appreciation for the guidance and contribution made by Mr. Chitresh Mehta.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Vikas Kataria, Managing Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment/ appointment as Director are also provided in Note No. 14 of the Notice convening the 1 st annualgeneral meeting.

KEY MANAGERIAL PERSONNEL

No changes among Key Managerial Personnel took place during the year. In accordance with Section 203 of the Companies Act, 2013, Mr. VikasKataria, Managing Director, Ms. ChitraSheedhar, Company Secretary and Mr. Vijesh Kumar Kasera.continued to be Key Managerial Personnelof the Company.

After closure of first financialyear of the Company, Ms. ChitraShreedhar, who was acting as the Company secretary of the Company, has tendered her resignation w.e.f. May 1, 2018. The Board placed on record its appreciation for the service rendered by Ms. ChitraSheedhar during her tenure in the Company. The Board of Directors, in their meeting held on May 1,2018, has appointed Ms. Anika Jain as the Company Secretary and Compliance officer of the Company w.e.f. May 1,2018.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisionsof the Act.

o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

o The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspectsof his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annualaccountsforthe year ended March 31,2018, the applicable accounting standards have been followed and that no materialdepartures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to givea true and fairview of thestate of affairs of the Company at the end of thefinancialyearandofthe profit or loss of the Companyforthatyear;

c) The Directors had 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 Directors had prepared the annual accounts for the year ended March 31,2018 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

COMMITTEE OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Board of Directors, in their meeting held on July 19, 2017, has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 4 (Four) times vizJuly 24,2017;0ctober 16,2017; January 25,2018 and March 31,201 S.The composition of the Committee and the details of meetings attended by its members are given below:

Name	Designation	Number of meetings during the financial year 201 7-1 8
		Eligible to attend	Attended
Chitresh Mehta	Chairman	4	4
Mukesh Jain	Member	4	4
Vikas Kataria	Member	4	4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officerof the Company isa regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

Later on after the closure of financialyear 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Chairman of the Committee w.e.f. July 16,2018.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is availableonthewebsiteoftheCompanyatwww.dpjewellers.com.

B. Stakeholder''s Grievance & Relationship Committee:

The Board of Directors, in their meeting held on July 19, 2017, has formed Stakeholder''s Grievance & Relationship Committee mainly to focus on the redressalof Shareholders1/ Investors'' Grievances, if any, like Transfer/Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressalof complaints received from the shareholders of the Company.

During theyear under review, Stakeholder''s Grievances Relationship Committee met3(Three) times viz on July 24,2017; October 16,2017 and January 25,201 S.The composition of the Committee and the details of meetings attended by its members are given below:

Name	Designation	Number of meetings during the financial year 201 7-1 8
		Eligible to attend	Attended
Chitresh Mehta	Chairman	3	3
Mukesh Jain	Member	3	3
Vikas Kataria	Member	3	3

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31,2018.

Later on after the closure of financialyear 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Chairman of the Committee w.e.f. July 16,2018.

C. Nomination and Remuneration Committee:

The Board of Directors, in their meeting held on July 19,2017, has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration.

During the year under review, Nomination and Remuneration Committee met onMarch31,201 S.The composition of the Committee and the details of meetings attended by its members are given below:

Name	Designation	Number of meetings during the financial year 201 7-1 8
		Eligible to attend	Attended
Mukesh Jain	Chairman	1	1
Chitresh Mehta	Member	1	1
Renu Kataria	Member	1	1

Later on after the closure of financialyear 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Member of the Committee w.e.f. July 16,2018.

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpowerin competitive marketand to harmonize the aspirationsof human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances etc. to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. PolicyonAppointmentof Directors, Key Managerial Personnel and Senior Management Personnel:

o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his/herappointment.

o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent natu re of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMPand Senior Management Personnel:

The Company''s remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company''s philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company atwww.dpjewellers.com.

Remuneration of Director:

The details of remuneration paid during the financial year 2017-18 to Managing Directorof the Company is provided in Form MGT-9 which is the part of this report.

c. Corporate Social Responsibility Committee:

The Board of Directors, in their meeting held on July 19,2017, has formed Corporate Social Responsibility committee in line with the provisions of Section 135 of the Companies Act, 2013. Corporate Social Responsibility Committee meetings. During the year under review, Corporate Social Responsibility Committee met on January 25,2018. The composition of the Committee and the details of meetings attended by its members are given below:

Name	Designation	Number of meetings during the financial year 201 7-1 8
		Eligible to attend	Attended
Chitresh Mehta	Chairman	1	1
Vikas Kataria	Member	1	1
Mukesh Jain	Member	1	1

Later on after the closure of financial year 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Chairman of the Committee w.e.f. July 16,2018.

Social responsibility has always been at the forefront of your Company''s operating philosophy. As a responsible corporate citizen, the Company tries to contribute towards social causes on a regular basis. The Corporate Social Responsibility PolicyoftheCompanyisplacedonitswebsitewww.dpjewellers.com.

This being 1st Financial Year of your company, the company has planned to make prescribed expenditure in current financialyear.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there underarenotapplicable.

PARTICULARS OF LOANS, GUARANTEES INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

EXTRACTOFANNUAL RETURN

The details forming part ofthe extract of the Annual Return in Form MGT-9 is annexed to this Reportas"Annexure-A".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as "Annexure-B".

DISCLOSUREOFREMUNERATION:

The ratio ofthe remuneration of each whole-time director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial PersonneO Rules, 2014 is annexed to this Report as "Annexure-C''.Referto tables 3A(a) in "Annexure-C".

Additionally, thefollowing details form part of "Annexure-C"to this Report:

o Statement containing the names of top 10 employees in terms of remuneration drawn. (Referto table 3B(a)).

o Details of employees posted in India throughout the fiscal and in receipt of a remuneration of Rs 1.02 crore or more per annum. (Referto table 3B(b)X

o Details of employees posted in India for part of the year and in receipt of Rs 8.5 lakh or more a month. (Refer to table 3B(c)).

o Employees employed throughout the financialyear or part thereof, was in receipt of remuneration in thatyear which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of theequity shares of the company. (Referto table 3B(d)).

o There are no employees who are posted outside India and in receipt of a remuneration of? 60 lakh or more per annum or Rs 5lakh or more a month.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2018 to the date of this Report. SEXUAL HARASSMENTOFWOMENATWORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at theall workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During theyear under review, there were no incidences of sexual harassment reported.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

In its endeavour towards conservation of energy your Company ensure optimal use of energy, avoid was tages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION

The Company has not carried outany research and development activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during theyearare as under:

Earnings	Nil
Outgo -Royalty Expenses	Rs 12.90 Lakh

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism workson the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIALCONTROLSYSTEMSANDTHEIRADEQUACY

Your Company has an effective internal control system, which ensures thatall the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internalaudit reportsare reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During theyear, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR ANDTHEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rules made thereunder, M/s. Jeevan Jagetiya & Co Chartered Accountants, Ahmedabad (FRN: 121335W), were appointed as first Statutory Auditors of the Company by Board of Directors in its meeting held on May 2,2017.

The Notes to thefinancialstatements referred in the Auditors Report are self-explanatory and thereforedo not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditors''Report is enclosed with thefinancialstatements in this AnnualReport.

The Company has received consent letter and eligibility certificate under Sections 139 and 141 of the Act from M/s. Jeevan Jagetiya & Co Chartered Accountants, Ahmedabad (FRN: 121335W). As required under Regulation 33 of Listing Regulations they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board of Directors, on the proposal of audit committee, recommends their appointment asStatutory Auditor of the Company to hold office fora period of five consecutive years from the conclusion of the 1 st (First) Annual General Meeting of the Company, till the conclusion of the 6th (Sixth) Annual General Meeting to be held in the calendaryear 2023.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

SECRETARIALAUDITORANDTHIEIRREPORT

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial PersonneO Rules, 2014, your Company has appointed S Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the first financial year 2017-18. The Secretarial Audit Report is annexed herewith as "Annexure- D" to this Report.

The SecretarialAudit Report does not contain any qualification, reservation or adverse remarks

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report forthe items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the yearunder review;

(i) Issue of Equity Shareswithdifferentialrightsasto dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme saveandESOS;

(iii) Annual Report and othercompliance on Corporate Social Responsibility;

(iv)There is no revision in the Board Report or FinancialStatement;

(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company''s operations in future;

(vi)lnformation on subsidiary, associate and joint venture companies.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during theyearunder review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office: 138,ChandaniChowk, Ratlam, Madhya Pradesh- 457001		By order of the Board of Directors
	Sd/-	For, D.P. ABHUSHAN LIMITED Sd/-
	Santosh Kataria	Vikas Kataria
Place: Ratlam	Whole Time Director	Chairman and Managing Director
Date: August 25, 201 8	DIN 02855068	DIN 028551 36

ANNEXURE-A FORM MGT-9-EXTRACT OF ANNUAL RETURN

As on the financial year ended March 31,2018

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

1) Registration and Other Details:

CIN	U74999MP201 7PLC043234
Registration Date	May 2, 201 7
Name of the Company	D. P. Abhushan Limited
Category /Sub-Category of the Company	Public Company limited by shares/ Indian Non-Government Company
Address of the Registered Office and contact details	1 38 Chandani Chowk, Ratlam - 457 001 , Madhya Pradesh Tel : [phone]; [email protected];
	Web: www.dpjewellers.com
Whether listed Company	Yes

Name, address and contact details of	Bigshare Services Private Limited
Registrar and Transfer Agent, if any	E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka, Andheri (E), Mumbai - 400 072; Email: [email protected] Tel: 91 - 22 - 4043 0200; Fax: 91 - 22 - 2847 5207

2) Principal Business Activity of the Company: All the business activities contributing 10% or more of the total turnover of the Company shall be stated.

Name and Description of main Products / Services	NIC Code of the Product/ Service	% to total turnover of the Company
Manufacture of jewellery of gold, silver and other precious or base metal	3211	48.73%
Trading of jewellery of gold, silver and other precious or base metal	4662	51.10%

3) ParticularsofHolding.SubsidiaryandAssociateCompanies:

Sr. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
N.A.

4) Shareholding Pattern (Equity ShareCapital Breakupaspercentageof Total Equity):

I. Category-wise Shareholding:

No. of Shares held at the beginning of year					No. of Shares held at the end of year				Change during the year
Category of Shareholders	De-mat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	-	16,322,850	16,322,850	100.00	16,322,850	-	16,322,850	73.35	(26.65)
b) Central Govt.	-	-	-	-	-	-	-	-	-
c) State Govt.	-	-	-	-	-	-	-	-	-
d) Bodies Corporate	-	-	-	-	-	-	-	-	-
e) Banks/FI	-	-	-	-	-	-	-	-	-
f) Any other	-	-	-	-	-	-	-	-	-
Sub-Total (A) (1):	-	16,322,850	16,322,850	100.00	16,322,850	-	16,322,850	73.35	(26.65)
(2) Foreign
a) NRIs - Individuals	-	-	-	-	-	-	-	-	-
b) Other -Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corporate	-	-	-	-	-	-	-	-	-
d) Banks/FI	-	-	-	-	-	-	-	-	-
e) Any Other	-	-	-	-	-	-	-	-	-

No. of Shares held at the beginning of year					No. of Shares held at the end of year				% Change during the year
Category of Shareholders	De-mat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares
Sub-Total (AX2):	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoters (A) = (AX1) (AX2)		16,322,850	16,322,850	100.00	16,322,850		16,322,850	73.35	(26.65)
B. Public Share Holding
(1) Institutions
a) Mutual Funds/UTI	-	-	-	-	-	-	-	-	-
b) Banks/FI	-	-	-	-	-	-	-	-	-
c) Central Govt.	-	-	-	-	-	-	-	-	-

d) State Govt(s)	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	_	_	_	_	_	_	_	_	_
f) Insurance Company	-	-	-	-	-	-	-	-	-
g) Flls	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	_	_	_	_	_	_	_	_	_
0 Others (specify)	-	-	-	-	-	-	-	-	-
Sub-Total (B)(1):	-	-	-	-	-	-	-	-	-
(2) Non-Institution
a) Bodies Corporate
i. Indian	-	-	-	-	1,128,001	-	1,128,001	5.07	5.07
ii. Overseas	-	-	-	-	-	-	-	-	-
b) Individuals
i. Individual Shareholders holding nominal share capital upto?1 lakh					1,403,354		1,403,354	6.31	6.31
i. Individual Shareholders holding nominal share capital in excess of? 1 lakh					3,000,000		3,000,000	13.48	13.48
c) Others (specify)
NRI (Reparable/ Non Reparable basis)	_	_	_	_	8,000	_	8,000	0.04	0.04
HUF	-	-	-	-	336,000	-	336,000	1.51	1.51
Clearing Members	-	-	-	-	56,645	-	56,645	0.25	0.25
Sub-Total (BX2):	-	-	-	-	5,932,000	-	5,932,000	26.65	26.65
Total Public Shareholding
(B)=(BX1) (BX2)	-	-	-	-	5,932,000	-	5,932,000	26.65	26.65
C. Shares held by
Custodian for GDRs SADRs	.	.	.	.	.	.	.	.	.
Grand Total (A B C)	-	16,322,850	16,322,850	100.00	22,254,850	-	22,254,850	100.00	0.00

II. Shareholding of Promoters & Promoters Group:

Name	Shareholding at beginning of year		Date wise Increase/ Decrease in Shareholding*			Cumulative Shareholding during the year		Shareholding at end of year		% change in share holding during the year
	No. of Share	%of total shares of the Company	Date	Increase/ Decrease in share holding	Reason	No. of Share	%of total shares of the Company	No. of Share	%of total shares of the Company
Ratanlal Kataria	6,952,310	42.59	12-M-17	(11,500)	Sell	6,940,810	31.19	6,540,810	29.39
			24-M-17	(400,000)	Sell	6,540,810	29.39			13.20
Anil Kataria	6,951,230	42.59	12-M-17	(400,000)	Sell	6,551,230	29.44	5,951,230	26.74
			24-M-17	(600,000)	Sell	5,951,230	26.74			15.84
Santosh Kataria	607,330	3.72		-	-	-	-	607,330	2.73	0.99
Vikas Kataria	607,330	3.72		-	-	-	-	607,330	2.73	0.99
Renu Kataria	951,730	5.83	12-M-17	251,500	Acquisition	1,203,230	5.41	1,203,230	5.41	0.42
Vijesh Kumar Kasera	126,460	0.77	12-M-17	(120,000)	Sell	6,460	0.03	6,460	0.03	0.75
Nitin Pirodiya	126,460	0.77	12-M-17	(120,000)	Sell	6,460	0.03	6,460	0.03	0.75
Sanjay Manoharlal Kataria HUF	-	-	12-M-17	200,000	Acquisition	200,000	0.90	200,000	0.90	(0.90)
Mr. Sanjay Kataria	-	-	12-M-17	200,000	Acquisition	200,000	0.90	200,000	0.90	(0.90)
Anil Manoharlal Kataria HUF	_	_	24-M-17	200,000	Acquisition	200,000	0.90	200,000	0.90	(0.90)
Rajesh Manoharlal Kataria HUF	_	_	24-M-17	200,000	Acquisition	200,000	0.90	200,000	0.90	(0.90)
Manoharlal Pannalal Kataria HUF			24-M-17	200,000	Acquisition	200,000	0.90	200,000	0.90	(0.90)
VikasRatanlal Kataria HUF	-	-	24-M-17	200,000	Acquisition	200,000	0.90	200,000	0.90	(0.90)
Santosh Ratanlal Kataria HUF	-	-	24-M-17	200,000	Acquisition	200,000	0.90	200,000	0.90	(0.90)

''As per the record of the Company.

II. Shareholding Pattern of top ten Shareholders (otherthan Directors, Promoters and Holders of GDRs and ADRs):

Name	Shareholding at beginning of year		Date wise Increase/ Decrease in Shareholding*			Cumulative Shareholding during the year		Shareholding at end of year
	No. of Share	%of total shares of the Company	Date	Increase/ Decrease in share holding	Reason	No. of Share	%of total shares of the Company	No. of Share	%of total shares of the Company
Vijit Ramavat	-	-	27-Oct-17	684,000	Market Buy	684,000	3.07	744,000	3.34
			8-Dec-17	24,000	Market Buy	708,000	3.18
			15-Dec-17	8,000	Market Buy	716,000	3.22
			22-Dec-17	8,000	Market Buy	724,000	3.25
			9-Feb-18	8,000	Market Buy	732,000	3.29
			31-Mar-18	12,000	Market Buy	744,000	3.34
Shree Jalaram Metals Private Limited			16-0ct-17	16,000	Allotment in IPO	16,000	0.07	316,000	1.42
			3-Nov-17	288,000	Market Buy	304,000	1.37
			1-Dec-17	8,000	Market Buy	312,000	1.40
			31-Mar-18	4,000	Market Buy	316,000	1.42
Vijit Asset Management Private Limited			16-0ct-17	8,000	Allotment in IPO	8,000	0.04	288,000	1.29
			10-Nov-17	140,000	Market Buy	148,000	0.67
			23-Mar-18	140,000	Market Buy	288,000	1.29
Reena Pirodia	-	-	27-Oct-17	84,000	Market Buy	84,000	0.38	240,000	1.08
			3-Nov-17	150,051	Market Buy	234,051	1.05
			10-Nov-17	5,949	Market Buy	240,000	1.08
Utkarsh Land Developers Limited			3-Nov-17	168,000	Market Buy	168,000	0.75	168,000	0.75
Nirmala Moonat	-	-	16-0ct-17	4,000	Allotment in IPO	4,000	0.02	132,000	0.59
			15-Dec-17	32,000	Market Buy	36,000	0.16
			23-Mar-18	96,000	Market Buy	132,000	0.59

VibhaRTripathi	-	-	27-Oct-17	36,000	Market Buy	36,000	0.16
			3-NOV-17	36,000	Market Buy	72,000	0.32
			IO-Nov-17	16,000	Market Buy	88,000	0.40
			17-Nov-17	8,000	Market Buy	96,000	0.43
			8-Dec-17	12,000	Market Buy	108,000	0.49
			15-Dec-17	12,000	Market Buy	120,000	0.54
			9-Feb-18	4,000	Market Buy	124,000	0.56	124,000	0.56
Punit Pirodiya Huf	-	-	27-Oct-17	84,000	Market Buy	84,000	0.38
			3-Nov-17	36,000	Market Buy	120,000	0.54	120,000	0.54
Punit Pirodia	-	-	27-Oct-17	48,000	Market Buy	48,000	0.22
			3-Nov-17	36,000	Market Buy	84,000	0.38
			12-Jan-18	150	Market Buy	84,150	0.38
			19-Jan-18	27,850	Market Buy	112,000	0.50	112,000	0.50
Amit Pirodiya	-	-	27-Oct-17	58,565	Market Buy	58,565	0.26
			3-Nov-17	(2,565)	Market Sell	56,000	0.25
			10-Nov-17	52,000	Market Buy	108,000	0.49	108,000	0.49

* The trading in the sharesof the Company took place on almost daily basis, therefore the date wise increase/decrease in Shareholding of top ten Shareholders are taken on the basis of weekly BenPoze.

IV. Shareholding of Directorsand Key Managerial Personnel:

Name	Shareholding at beginning of year		Date wise Increase/ Decrease in Shareholding*			Cumulative Shareholding during the year		Shareholding at end of year
	No. of Share	%of total shares	Date	Increase/ Decrease in	Reason	No. of Share	%of total shares	No. of Share	%of total shares
		of the		share			of the		of the
		Company		holding			Company		Company
Renu Kataria	951,730	5.83	12-M-17	251,500	Acquisition	1,203,230	5.41	1,203,230	5.41
Vikas Kataria	607,330	3.72		-	-	-	-	607,330	2.73
Santosh Kataria	607,330	3.72		-	-	-	-	607,330	2.73
Vijesh Kumar	126,460	0.77	12-M-17	(120,000)	Sell	6,460	0.03	6,460	0.03
Kasera

* As perthe record of the Company.

5) Indebtedness

(? in Lakh)

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
A. Indebtedness at the beginning of the financial year
i) Principal Amount				-
ii) Interest due but not paid				-
iii) Interest accrued but not due				-
TotalA(i ii iii)	-	-	-	-
B. Change in Indebtedness during the financial year*
Additions	5,447.49	6,636.71	86.48	12,170.69
Reduction	-	-	-	-
Net ChangeB	5,447.49	6,636.71	86.48	12,170.69
C. Indebtedness at the end of the financial year
i) Principal Amount	5,447.49	6,636.71	86.48	12,170.69
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total C(i ii iii)	5,447.49	6,636.71	86.48	12,170.69

* the Company was incorporated on May 2,2017 byway of conversion of Partnership Firm in to the Company. Hence all Additions are reflected here duetotransferof amount of borrowing from Partnership Firm to theCompany.

6) Remuneration of Directorsand Key Managerial Personnel

A) Remuneration to Managing Director, Whole-time Directors and/or Manager

(Rs in Lakh)

Particulars of Remuneration	Vikas Kataria Managing Director	Santosh Kataria Whole-Time Director	Total Amount
Gross salary
(a) Salary as per provisions contained in section 1 7(1) of the Income Tax. 1 961	33.00	27.50	60.50
(b) Value of perquisites u/s 1 7(2) of the Income tax Act, 1961	_	_	_
(c) Profits in lieu of salary under section 1 7(3) of the Income Tax Act, 1961	.	_	.
Stock option	-	-	-
Sweat Equity	-	-	-
Commission	-	-	-
as % of profit	-	-	-
others (specify)	-	-	-
Others, please specify	-	-	-
Total (A)	33.00	27.50	60.50
Ceiling as per the Act (1 0% of Profit calculated in terms of Section 1 98 of the Companies Act, 2013)			118.55

B) Remuneration to other Directors

in Lakh)

Particulars of Remuneration	Renu Kataria Non-Executive Director	Chitresh Mehta Independent Director	Mukesh Kumar Jain Independent Director	Total Amount
a) Independent Director
(i) Fees for attending board/ committee meeting	-	0.28	0.28	0.56
(ii) Commission	-	-	-	-
(iii) Other, specify	-	-	-	-
Total (a)	-	-	-	-
b) Other Non-Executive Directors
(0 Fees for attending board/ committee meeting.	_	_	_	_
(ii) Commission	-	-	-	-
(iii) Other, specify	-	-	-	-
Total (b)	-	-	-	-
Total (B)	-	0.28	0.28	0.56

Total Managerial Remuneration (A B)

61.06

Ceiling as per the Act (11% of Profit calculated in terms of Section 198 of the Companies Act, 2013)

130.41

C) Remuneration to Key Managerial Personnel

Particulars of Remuneration	Vijesh Kasera Chief Financial Officer	Chitra Sheedhar Company Secretary	Total Amount
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.	3.36	1.06	4.42
(b) Value of perquisites u/s 1 7(2) of the Income tax Act, 1961	_	_	_
(c) Profits in lieu of salary under section 1 7(3) of the Income Tax Act, 1961	.	_	.
Stock option	-	-	-
Sweat Equity	-	-	-
Commission	-	-	-
as % of profit	-	-	-
others (specify)	-	-	-
Others, please specify	-	-	-
Total	3.36	1.06	4.42

7) Penalties/Punishment/ Compounding of Offences

(? in Lakh)

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority (RD/NCLT/ Court)	Appeal made if any (give details)
A. Company Penalty	NA	N.A.	N.A.	NA	NA
Punishment
Compounding
B. Directors Penalty	N.A.	N.A.	N.A.	NA	NA
Punishment
Compounding
C. Other Officers in Default Penalty	N.A.	N.A.	N.A.	NA	NA
Punishment
Compounding

Registered office : 138, Chandani Chowk, Ratlam, Madhya Pradesh- 457001		By order of the Board of Directors For, D.P. ABHUSHAN LIMITED
	Sd/-Santosh Kataria	Sd/-Vikas Kataria
Place: Ratlam	Whole Time Director	Chairman and Managing Director
Date: August 25, 201 8	DIN 02855068	DIN 028551 36

ANNEXURE-B

FORM NO. AOC-2 - PARTICULARS OF CONTRACTS/ ARRANGEMENTS

MADE WITH RELATED PARTIES

Forms for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arm''s length transactions under third

proviso thereto

(Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

A. Detailsofcontractsorarrangementsortransactionsnotatarm''slengthbasis:

There were no contracts or arrangements or transactions entered in to by the Company during the financialyear ended on March 31,2018, which were notat arm''s length basis.

B. Detailsofmaterialcontractsorarrangementortransactionsatarm''slengthbasis:

S.No.	Particulars	RPT-1	RPT-2
1	Name(s)ofthe related party and nature of relationship	D.P. Power, Ratlam- Company/ entity owned or significantly influenced by directors/ KMP/ individuals owning interest in voting power that gives them significant influence over the enterprise or their relatives	Mr. RatanlalKataria - Relatives of Key Managerial Person
2	Nature of contracts/ arrangements/ transactions	Payment of Office Rent	Being Relative of Director, appointed at Place of Profit
3	Duration of the contracts / arrangements/ transactions	FY. 201 7-1 8	FY. 201 7-1 8
4	Salient terms of the contracts or arrangements or transactions including the value, if any	On Arms'' Length Basis	On Arms'' Length Basis
5	Date(s) of approval by the Board	May 18, 201 7	July 11, 201 7
6	Amount paid as advances, if any

Registered office : 138,ChandaniChowk, Ratlam,		By order of the Board of Directors
		For, D.P. ABHUSHAN LIMITED
Madhya Pradesh- 457001	Sd/-	Sd/-
	Santosh Kataria	Vikas Kataria
Place: RatLam	Whole Time Director	Chairman and Managing Director
Date: August 25, 201 8	DIN 02855068	DIN 028551 36

ANNEXURE-C

PARTICULARS OF EMPLOYEES

(Pursuant to Section 197(12) read with Rules made thereunder)

Disclosures pertaining to remuneration and other details as required under

Section 197(12) of the Companies Act, 2013 read with Rules made there under.

3A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratioof remuneration of each directorto the median remuneration of employeesforthefinancialyear:

S.NO.	Name	Designation	Ratio against median employee''s remuneration
1	Vikas Kataria	Chairman and Managing Director	25.30:1.00
2	Santosh Kataria	Whole Time Director	21.08:1.00

b) The Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary orManager, if any, in thefinancialyear:

This being the first financialyear of the Company, the Company is unable to identify the increase in the remuneration of director, Chief FinancialOfficer, Chief Executive Officer, Company Secretary.

c) The percentage increase in the median remuneration of employeesin thefinancialyear:

This being the first financial year of the Company, the Company is unable to identify the increase in the median remuneration of employee.

d) ThenumberofpermanentemployeesontherollsoftheCompany:300Employees

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

This being the first financialyear of the Company, the Company is unable to identify the average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof.

3B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) List of topten employeesin termsof remuneration drawn:

Employee Name	Designation	Qualifications and experience of the employee	Date of Joining	Remuneration Received (in?)	Age	Last employment held by employee
Anil Kataria	Business Development Head	M.Com	May 2, 2017	1925000.00	48
Ratan Lai Kataria	Marketing Head	M.Com	May 2, 2017	1925000.00	66
Mohit Kumar Soni	Area Business Manager	B.A.	May 2, 2017	1018586.00	38

Employee Name	Designation	Qualifications and experience of the employee	Date of Joining	Remuneration Received (in Rs)	Age	Last employment held by employee
Ankit Chopra	Diamond Manager	B.Com	May 2, 2017	802551.00	37
Nitin Pirodiya	Showroom Manager	MBA (Finance)	May 2, 2017	791000.00	35
Sweet Kothari	Showroom Manager	CS, LLb	May 2, 2017	768450.00	34
Lokesh Rathore	Floor Manager	BA	May 2, 2017	599583.00	46	M/s D. P.Abhushan
Alkesh Jain	Diamond Executive	B.Com	May 2, 2017	591985.00	38
Harshwardhan Maheshwari	General Manager	B.Sc.	May 2, 2017	554720.00	30
ShrenikJain	Stock Manager	B.Com	May 2, 2017	524040.00	30

Allaboveemployeesareon roll of theCompany on permanent basis.

b) Employees employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees:

There was no such employees employed throughout the financialyear, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees.

c) Employees employed for a part of the financialyear, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month:

There was no such employees employed for a part of the financialyear, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month.

d) Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company:

There was no such employees employed throughout the financialyearor part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependentchildren, not less than two percent of the equity sharesofthe company.

The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company are as perthe Remuneration Policy of the Company.

Registered office :		By order of the Board of Directors
138,ChandaniChowk, Ratlam,		For, D.P. ABHUSHAN LIMITED
Madhya Pradesh- 457001	Sd/-	Sd/-
	Santosh Kataria	Vikas Kataria
Place: Ratlam	Whole Time Director	Chairman and Managing Director
Date: August 25, 201 8	DIN 02855068	DIN 028551 36

ANNEXURE-D

SECRETARIAL AUDIT REPORT Form No. MR-3

For the financial year ended March 31,2018

[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

D. P. Abhushan Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by D. P. Abhushan Limited (hereinafter called ''the Company''). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that, in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to theextent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Companyforthefinancialyearended on March 31,2018 according to the provisionsof:

i. TheCompaniesAct2013(''theAct'')andtherulesmadethereunderasapplicable;

ii. TheSecurities Contracts (Regulation) Act, 1956 CSCRA) and the rules madethere under;

iii. Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made there under to the extent of Foreign Direct Investment;

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBIAct''):-

a) TheSecurities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015;

c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

d) The Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2009 and

e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. v. SecretarialStandards issued by the Instituteof Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules made thereunder, Regulations, guidelines etc. mentioned above.

Further company being engaged in the business of manufacturing and trading of precious metal''s ornaments, there are few specific applicable laws to the Company, which requires approvals or compliances under the respective laws, as list out in the Annexure A. We have relied on the representation made by the Company and its officers for system and mechanism framed by the Company forcompliances of thesaid laws.

During the Period under review, provisions of the following Acts, Rules, Regulations, and Standards are not applicable to the Company,

i. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - the Company is not registered as Registrar to an Issue & Share Transfer Agent. However, the Company has appointed Bigshare Services Private Limited as Registrar&Share Transfer Agent as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under- the Company is not registered as Depository or Depository Participant. However, the Company has taken connectivity of both the Depositories i.e. CDSL and NSDL through its Registrar and Share Transfer Agent- Bigshare Services Private Limited as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

iii. TheSecurities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

iv. TheSecurities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

v. TheSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

vi. TheSecurities and Exchange Board of India (Buyback of Securities) Regulations, 1998;and

vii. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment and ExternalCommercialBorrowings;

I further report that-

The Board of Directors of the Company is duly constituted with Executive Directors, Non Executive Directors,

Independent Directors and Women Director in accordance with the act. The changes in the composition of the Board

of Directors that took place during the period under review were carried out in compliance with the provisions of the

Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were

sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda

items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the

minutes.

I further report that-

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further reportthat-

During the reporting period, The Board of Directors had, in its meeting held on June 10,2017, proposed the Initial

Public Offer of such number of equity shares at such premium aggregating the amount not exceeding Rs. 35.00

Crores.The Members of the Company had also approved the proposal of the Board of Directors in their Extra-ordinary

General Meeting held on June 20,2017.

The Company had applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its

equity shares on the Emerge Platform of the NSE. NSE has, vide its letter dated, September 15,2017, granted its In-

PrincipleApprovaltotheCompany.

The Company has filed Prospectus to the Registrar of the Company, Gwalior on September 26,2017. The Public Issue was opened on Monday, October 9,2017 and closed on Wednesday, October 11,2017. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the National Stock Exchange of India Limited on October 16,2017Jhe Company has applied for listing of its totalequity shares to NSE and NSE has granted its approval vide its letter dated October 18,2017. The trading of equity shares of the Company commenced on October 23,2017 at Emerge Platform of NSE.

Place: Ratlam	Signature: Sd/-
Date: August 16, 2018	Name of Practicing Company Secretary: Anand Lavingia
	ACS No.: 26458 CP No.: 11410

ANNEXURE-A LIST OF MAJOR SPECIFIC ACTS APPLICABLE TO THE COMPANY

1. Employee Provident Fund and Miscellaneous Provisions Act, 1951 & Employees Provident Funds Scheme, 1952

2. Minimum Wages Act,1948& Rules there under

3. Payment of Bonus Act,1965 & the Payment of Bonus Rules, 1975

4. PaymentofGratuityActandthePaymentofGratuity(CentraQRules,1972

5. Payment of Wages Act,1936&Rulesthere under

6. The Employees'' State Insurance Act,1948

7. The Employees'' State Insurance (GeneraQ Regulation,"! 950

8. SexualHarassmentofWomenatWorkplace(Prevention, Prohibition and RedressaD Act,2013

9. Shops and Establishment Act/Rules

10. Indian Contract Act,1872

11. Negotiable Instrument Act, 1881

12. Trade Marks Act, 1999 under Intellectual Property Law

ANNEXURE-B

To,

The Members,

D. P. Abhushan Limited

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis, on the records and documents provided by the Management of the Company, to ensure that correct facts are reflected in secretarial records. I believe that the processesand practices followed by me providea reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis.

5. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	Signature: Sd/-
Place: Ratlam	Name of Practicing Company Secretary: Anand Lavingia
Date: August 16, 201 8	ACS No.: 26458 CP No.: 11410