Your directors have pleasure in presenting the 48^th Annual Report on the business and operations of the
Company together with the Audited Accounts for the year ended 31^st March, 2026.

1. Financial summary/highlights and state of Company’s affairs.

During the said financial year, the turnover of the Company is INR 4115.59 Lakhs as against INR 4034.25
Lakhs for the last year.

The Company has earned Profit After Tax of INR 1798.91 Lakhs during the current year as against a Net
Profit of INR 1888.34 Lakhs in the previous year.

2. Change in the nature of Business, if any:

The Board would like to bring to your notice that the Company is registered as a NBFC-ND Type I with
the Reserve Bank of India vide Certificate of Registration No. N.13.02541 dated December 4, 2025
under Section 45-IA of the Reserve Bank of India Act, 1934. The Company has complied with all
applicable provisions of the Reserve Bank of India (Non-Banking Financial Companies - Registration,
Exemptions and Framework for Scale Based Regulation) Directions, 2025 and other applicable Master
Directions issued by the Reserve Bank of India, as amended from time to time.

In order to align the Company’s principal objects with the regulatory framework governing
Non-Banking Financial Companies (NBFCs) and to ensure compliance with the applicable
requirements prescribed by the Reserve Bank of India (RBI), the Company amended the Object
Clause of its Memorandum of Association during the year under review. The proposed amendment
was approved by the Members of the Company through a Postal Ballot dated 12^th April, 2026 in
accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

The amendment enables the Company to carry on its business in conformity with the applicable
regulatory requirements and supports its long-term business objectives.

3. Board Meetings.

The Board of the Company consists of Directors as prescribed by the Companies Act, 2013 and the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details pertaining to composition of the Board, terms of reference, etc. of the Board of Directors of
your Company and the meetings of the Board held during the financial year and the attendance thereat
have been mentioned in the Corporate Governance forming part of this Annual Report.

4. Audit Committee.

The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the
Companies Act, 2013. The members of the Audit Committee, its terms of reference, the meetings of the
Audit Committee and attendance there at of the members of the Committee is mentioned in the Corporate
Governance Report under the appropriate heading.

5. Reserves.

The Board does not propose to carry any amount to general reserves for the said financial year.

6. Dividend.

The Directors are pleased to recommend a Final Dividend 15% (i.e. INR Rs. 1.50/-) per equity share of
face value of INR 10/- each for the FY ended 31^st March, 2026.

The Final Dividend, subject to the approval of Members at the AGM on 10^th September, 2026 will be paid
on or before 9^th October, 2026 to the Members whose names appear in the Register of Members, as on
the Cut-off date. The Total Dividend for the financial year will absorb INR 94.77 Lakhs. In view of the
changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed
by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly,
make the payment of the Final Dividend after deduction of tax at source.

7. Unpaid/ Unclaimed Dividend.

As on March 31, 2026, the total amount of unpaid/unclaimed dividend pertaining to the Financial Year
2024-25 stood at Rs. 10.19 lakhs. The Company has transferred the said amount to a separate “Unpaid
Dividend Account” in accordance with the provisions of Section 124(1) of the Companies Act, 2013.
Members who have not yet encashed their dividend warrants for the said financial year are requested
to claim the same from the Company or its Registrar and Share Transfer Agent at the earliest.

The Company shall take appropriate steps for transfer of any amount remaining unpaid or unclaimed for
a period of 7 years to the Investor Education and Protection Fund (IEPF) as required under Section
124(5) of the Act.

8. Transfer of Unpaid Dividend and Shares to Investor Education and Protection Fund.

In terms of the provisions of Section 125 of Companies Act, 2013, Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be
transferred during the Financial Year under review to the Investor Education and Protection Fund.

9. Particulars of loans and investment and utility purpose by the recipient under section 186.

Your Company is in compliance with the provisions of Section 186 of the Act, to the extent applicable to
your Company. Details of Loan, Guarantee and Investment covered under the provisions of Section 186
of the Act are given in the Note 4 to the Financial Statements, and forms a part of this Annual Report.

10. Particulars of contracts or arrangements with related parties under Section 188(1).

All contracts, arrangements and transactions entered by the Company with related parties during
FY 2025-26 were in the ordinary course of business and on an arm''s length basis.

Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related
parties in prescribed Form AOC-2, is annexed as ‘Annexure VI'' to this Report.

However detailed disclosure on related party transactions as per IND AS-24 containing name of the
related party and details of the transactions have been provided under financial statements.

The Company has formulated a Policy on Related Party Transactions which is also available on Company''s
website at www.dhootfinance.com. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related Parties.
Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has filed half
yearly reports to the stock exchanges, for the related party transactions.

11. Details of Directors or Key Managerial Personnel who were appointed or have resigned
during the year.

During the year under review Mrs. Vaidehi Rohit Dhoot was liable to retire by rotation and was
re- appointed in the 47^th AGM of the Company.

Further, Ms. Priyanka Munjal Kothari has been appointed as an Additional Independent Director on the
Board of the Company w.e.f. 20th May, 2026 after the closure of the Financial Year 2025-26 for a term
of 5 years, subject to approval of members of the Company is taken at the next general meeting or
within a time period of three months from the date of appointment, whichever is earlier.

12. Policy on Directors’ appointment, remuneration and others as formulated by the Nomination
& Remuneration Committee.

The Nomination & Remuneration Committee has formulated the following policy:

a. Directors'' appointment and remuneration: As best suited for Company''s business and in accordance
with the applicable law.

b. Criteria for determining qualifications, positive attributes and independence of a Director: As per
the Companies Act, 2013.

c. Remuneration for key managerial personnel and other employees: At present Non-Executive and
Independent Directors are not paid any remuneration except sitting fees for attending Board
Meetings. The Managing Director and the Key Managerial Personnel is paid remuneration as per the
terms of their appointment.

13. Statement on declaration given by Independent Director(s) under Section 149.

The Board confirms that all the Independent Directors on the Board have given a declaration of their
Independence to the Board as required under Section 149(6) of the Companies Act, 2013 and Regulation
16(1 )(b) of the Listing Regulations.

14. Formal annual evaluation.

The Board of Directors has devised a policy for the performance evaluation and accordingly evaluation
process was carried for the financial year for Board of Directors, Board Committees, Independent
Directors and other individual Directors.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo.

Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign

Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is set out below:

16. Details on deposits covered under Chapter V of the Companies Act, 2013 and Companies
(Acceptance of Deposits) Rules, 2014.

The Company is a Non-Deposit Taking NBFC and has neither accepted nor held any public deposits
during the financial year under review. There were no unpaid or unclaimed public deposits outstanding
as on 31 March 2026.

In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013, read with the relevant
rules, Company has not accepted any fixed deposits during the year under report. Details of loans
taken, if any, are provided under Note 12 of Financial Statement.

17. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company’s operations in future.

During the year in review, no significant and material orders were passed by the regulators or courts
or tribunals impacting the going concern status and Company''s operations in future. The Certificate of
Registration as NBFC-ND Type I granted by RBI has been disclosed above.

18. Other Company/ies which have become or ceased to be Company’s subsidiaries, joint
ventures or associate companies.

Not Applicable as the company has no subsidiaries, joint ventures or associates.

19. Performance and financial position of each of the subsidiaries, associates and joint venture
Companies included in the consolidated financial statement.

The company has no subsidiary or associate company or any joint venture to be included in the
consolidated financial statement of the Company.

20. Annual Return.

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form
MGT-7 as on March 31,2026 is available on the website of the Company athttp://www.dhootfinance.com/

21. Disclosure on Remuneration.

None of the employees of the Company fall within the purview of the provisions of the Companies Act,
2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
hence, no information is required to be disclosed.

22. Material changes between the closure of financial year and 20^th May, 2026

The Board Meeting held on 20^th May, 2026, the Board has recommended, subject to the approval of
shareholders, final dividend of 15% (i.e. INR Rs. 1.50/-) per equity share of the face value of Rs. 10/-
each (i.e. 15% of the face value) for the financial year ended March 31, 2026.

The Company has obtained registration as a Non-Banking Financial Company on account of satisfying
the Principal Business Criteria (PBC) as specified by the Reserve Bank of India, i.e., financial assets
constituting more than 50% of total assets and income from financial assets exceeding 50% of total
gross income. Subsequent to the year end, the Reserve Bank of India vide the Reserve Bank of India
(Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based
Regulation) Amendment Directions, 2026 dated April 29, 2026 (effective July 1, 2026) has provided an
option to existing registered Type I NBFCs that do not avail public funds and have no customer interface,
to apply for de-registration. The Board of Directors, in their Board Meeting held on May 20, 2026, have
decided to apply for deregistration of the Company as a Non-Banking Financial Company with the
Reserve Bank.

23. Details in respect of adequacy of internal financial controls with reference to the financial
statements.

The existing internal financial controls are adequate and commensurate with the nature, size, complexity
of the Business and the Business Processes followed by the Company. The Company has a well laid
down framework for ensuring adequate internal controls over financial reporting. During the year, such
controls were tested and no reportable material weakness in the design or operation was observed.

24. Risk management policy.

Your company does not find a place in the list of top 1000 listed entities, hence it does not have a Risk
Management Committee.

25. Vigil mechanism.

The Company has established vigil mechanism for directors and employees to report genuine concerns,
to provide for adequate safeguards against victimisation of employees and directors who avail of the
vigil mechanism and provides for direct access to Mr. Bhairav Surendra Sheth - Chairperson of the
Audit Committee in exceptional cases. The details of establishment of such mechanism have been
disclosed on the website of the Company.

26. Statutory Auditors.

As required under the provisions of section 139 of the Companies Act, 2013, and the Rules made
thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted
under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013,
M/s. Pulindra Patel and Co, Chartered Accountants (Firm Registration No. 115187W) were appointed as
the Statutory Auditors of the Company from conclusion of the 44^th Annual General Meeting (AGM) held
on until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2027.

27. Secretarial Auditors.

M/s. Shah Patel and Associates, Practicing Company Secretaries, were appointed as Secretarial
Auditors of the Company for the Financial Year 2025-26. The Secretarial Audit Report is set out as
“Annexure-I” and forms a part of this Annual Report.

Pursuant to Regulation 24A of the Listing Regulations read with Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Shah Patel & Associates,
Practicing Company Secretaries (Firm Registration No.: P2015MH046300), was appointed as Secretarial
Auditor of the Company at the 47th AGM held on September 25, 2025 for a period of 5 (five) consecutive
years commencing from Financial Year 2025-26 till Financial Year 2029-30.

28. Explanation/ Comments by the Board on qualification, reservation or adverse remark or
disclaimer made in Auditors’ Report and Secretarial Audit Report.

The Auditors'' Report on the financial statements of the Company forms part of this Annual Report. The
report does not contain any qualification, reservation, adverse remark or disclaimer given by the
Auditors and the Notes to Accounts are self-explanatory and therefore, do not call for any further
explanation or comments under Section 134(3)(f)(i) of the Act.

29. Details in respect of frauds reported by auditors under sub-section (12) of section 143
other than those which are reportable to the Central Government.

During the Financial Year under review, no frauds have been reported by the Statutory Auditors under
Section 143(12) of the Act.

30. Disclosure about Corporate Social Responsibility.

The provisions of Section 135 read with the Section 198 of the Companies Act, 2013, relating to
Corporate Social Responsibility are not applicable to the company for the financial year 2025-2026.

31. Directors’ responsibility statement.

Your Directors'' confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed
and there were no material departures;

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 true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit of the Company for
2025-2026;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

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.

32. Changes in Share Capital.

There is no change in the Issued, Subscribed and Paid-Up Share Capital of the company.

33. Compliance with Secretarial Standards of ICSI.

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e.,
SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the
Board of Directors and General Meetings respectively, have been duly complied with.

34. Other Statutory Disclosures.

The other statutory disclosures pursuant to Sections 134, 135, 188, 197 and other applicable provisions
of the Companies Act, 2013 read with related Rules are attached herewith.

35. Human Resources.

The Company considers its employees as most important resources and asset. The Company follows
a policy of building strong teams of talented professionals. The Company continues to build on its
capabilities in getting the right talent to support different products and geographies and is taking
effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture
this asset. The Company ensures that safe working conditions are provided in the offices of the
Company.

The Company has kept a sharp focus on Employee Engagement. The Company''s Human Resources is
commensurate with the size, nature and operations of the Company. The overall industrial relations in
the Company have been cordial.

Following is details of number of employees in Company as on closure of financial year:

The requisite details under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 form part of ‘Annexure II '' to this Report

36. Corporate Governance Report, and Management Discussion and Analysis Report.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations''), the Corporate Governance Report, and Management Discussion and Analysis Report
along with the Certificate received from M/s. Shah Patel & Associates, Practising Company Secretaries,
confirming compliance with corporate governance requirements as per SEBI Listing Regulations are
annexed as ‘Annexure III'' and ‘Annexure IV'' respectively to this Report.

37. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.

a) The Company''s goal has always been to create an open and safe workplace for every employee
to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute
to the best of their abilities. In line to make the workplace a safe environment, the Company has set
up a policy on prevention of sexual harassment in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH
Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the
framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of workplace complaints, including complaints on
sexual harassment during the year under review or the following is a summary of complaints
received and resolved during the reporting period:

b) The disclosures regarding Sexual Harassment at workplace form a part of Corporate Governance
Report.

38. Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during the leave period, and postmaternity
support such as nursing breaks and flexible return-to-work options, as applicable. The Company
remains committed to fostering an inclusive and supportive work environment that upholds the rights
and welfare of its women employees in accordance with applicable laws.

39. Appointment Of Designated Person (Management and Administration) Rules 2014 - Rule 9
of the Companies Act 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration)
Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance
with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting held on 27^th May,
2024 and the same has been reported in Annual Return of the company.

40. Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of the Companies Act 2013.

The Company has used accounting software for maintaining its books of account for the financial year
ended March 31, 2026, which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit
trail as per the statutory requirements for record retention is applicable for the financial year ended
March 31, 2026.

41. General Disclosure.

During the Financial Year under review:

(i) the Company''s securities were not suspended.

(ii) the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise,
pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

(iii) the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act
and Rules made thereunder.

(iv) the Company has not issued any Sweat Equity Shares to its Directors or employees.

(v) the Company has not failed to implement any corporate action.

(vi) the Company has not made any provisions of money or has not provided any loan to the employees
of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67
of the Act and Rules made thereunder.

(vii) there was no revision of financial statements and Board''s Report of the Company.

(viii) no application has been made under the Insolvency and Bankruptcy Code, hence, the requirement
to disclose the details of application made or any proceeding pending under the Insolvency and

Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
Financial Year is not applicable.

(ix) the requirement to disclose the details of difference between amount of the valuation done at the
time of onetime settlement and the valuation done, while taking loan from the Banks or Financial
Institutions along with the reasons thereof, is not applicable.

42. Acknowledgments.

Your Directors wish to place on record its appreciation to the Staff, Executives, Company''s Bankers,
Auditors and Government Authorities for their co-operation, guidance and support.

For & on behalf of the Board
Dhoot Industrial Finance Limited

Sd/-

Place: Mumbai Rajgopal Dhoot

Date: 20/05/2026 Chairman

Your Directors have pleasure in presenting the 46^th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31^st March, 2024.

1. Financial summary/ highlights and state of Company’s affairs.

During the said financial year the turnover of the Company is INR 3,257.84 Lakhs as against INR 3,528.42 Lakhs for the last year.

The Net Profit of the Company is INR 14,948.63 Lakhs as against Net Loss of INR (6,243.72) Lakhs for the last year.

2. Change in the nature of Business, if any:

The Board would like to bring to your notice that as on the financial year ending 31^st March, 2024, the Financial Assets of the Company are more than 50% of Total Assets and during the financial year the Income from Financial Assets is more than 50% of the Total Income owing to which the Company is required to register under section 45-IA of the Reserve Bank of India Act,1934. The Company has initiated the procedure of seeking registration from the Reserve Bank of India under section 45-IA of the Reserve Bank of India Act, 1934. However, the Business of the Company continues to be the same and thus there is no change in general character or nature of business.

3. Board Meetings.

The Board of the Company consists of Directors as prescribed by the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details pertaining to composition of the Board, terms of reference, etc. of the Board of Directors of your Company and the meetings of the Board held during the financial year and the attendance thereat have been mentioned in the Corporate Governance forming part of this Annual Report.

4. Audit Committee.

The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the Companies Act, 2013. The members of the Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the Corporate Governance Report under the appropriate heading.

5. Reserves.

The Board does not propose to carry any amount to reserves for the said financial year.

6. Dividend.

The Directors are pleased to recommend a Final Dividend of INR 1.50/- per equity share of face value of INR 10/- each for the FY ended 31^st March, 2024.

The Final Dividend, subject to the approval of Members at the AGM on Friday, 27^th September, 2024, will be paid on or after 30^th September, 2024, to the Members whose names appear in the Register of Members, as on the Book Closure date. The Total Dividend for the financial year will absorb INR 94.77 Lakhs. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

7. Particulars of loans and investment and utility purpose by the recipient under section 186.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4 and 5 to the standalone financial statement).

8. Particulars of contracts or arrangements with related parties under Section 188(1).

All contracts, arrangements and transactions entered by the Company with related parties during FY 2023-24 were in the ordinary course of business and on an arm''s length basis.

During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company''s policy on related party transactions. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

The Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at www.dhootfinance.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

9. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

During the year under review, Mr. Rajgopal Ramdayal Dhoot was liable to retire by rotation and was reappointed in the 45^th AGM.

Mr. Girish Champaklal Choksey and Mr. Rajesh Loya, Independent Directors of the Company will complete their second consecutive term as an Independent Director on 30^th September, 2024. The Board places on record their appreciation of the contribution made by them as Independent Directors of the Company during their long association with the Company.

The Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on 13^th August, 2024, proposes appointment of Mr. Bhairav Sheth and Mr. Vishal Jain, as Independent Directors of the Company for a period of 5 years from 01^st October, 2024 to 30^th September, 2029.

10. Policy on Directors’ appointment, remuneration and others as formulated by the Nomination & Remuneration Committee.

The Nomination & Remuneration Committee has formulated the following policy:

a. Directors'' appointment and remuneration: As best suited for Company''s business and in accordance with the applicable law.

b. Criteria for determining qualifications, positive attributes and independence of a Director: As per the Companies Act, 2013.

c. Remuneration for key managerial personnel and other employees: At present Non-Executive and Independent Directors are not paid any remuneration except sitting fees for attending Board Meetings. The Managing Director and the Key Managerial Personnel is paid remuneration as per the terms of their appointment.

11. Statement on declaration given by Independent Director(s) under Section 149.

The Board confirms that all the Independent Directors on the Board have given a declaration of their Independence to the Board as required under Section 149(6) of the Companies Act, 2013.

12. Formal annual evaluation.

The Board of Directors has devised a policy for the performance evaluation and accordingly evaluation process was carried for the financial year for Board of Directors, Board Committees, Independent Directors and other individual Directors.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo.

14. Details on deposits covered under Chapter V of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013, read with the relevant rules, Company has not accepted any fixed deposits during the year under report. Details of loans taken, if any, are provided under Note 24 of Financial Statement.

15. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

During the year in review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

16. Other Company/ies which have become or ceased to be Company’s subsidiaries, joint ventures or associate companies.

Not Applicable as the company has no subsidiaries, joint ventures or associates.

17. Performance and financial position of each of the subsidiaries, associates and joint venture Companies included in the consolidated financial statement.

The company has no subsidiary or associate company or any joint venture to be included in the consolidated financial statement of the Company.

18. Extract of annual return.

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at http://www.dhootfinance.com/

19. Disclosure on Remuneration.

None of the employees of the Company fall within the purview of the provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no information is required to be disclosed.

20. Material changes between the period 31/03/2024 and 13/08/2024.

The Board Meeting held on 27^th May, 2024, the Board has recommended, subject to the approval of shareholders, final dividend of Rs. 1.50/- per equity share of the face value of Rs. 10/- each (i.e. 15% of the face value) for the financial year ended March 31, 2024.

Mr. Girish Champaklal Choksey and Mr. Rajesh Loya, Independent Directors of the Company will complete their second consecutive term as an Independent Director on 30^th September, 2024. The Board places on record their appreciation of the contribution made by them as Independent Directors of the Company during their long association with the Company.

The Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on 13^th August, 2024, proposes appointment of Mr. Bhairav Sheth and Mr. Vishal Jain, as Independent Directors of the Company for a period of 5 years from 01^st October, 2024 to 30^th September, 2029.

Further there were no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report

21. Details in respect of adequacy of internal financial controls with reference to the financial statements.

The existing internal financial controls are adequate and commensurate with the nature, size, complexity of the Business and the Business Processes followed by the Company. The Company has a well laid down framework for ensuring adequate internal controls over financial reporting. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

22. Risk management policy.

Your company does not find a place in the list of top 500 listed entities, hence it does not have a Risk Management Committee.

23. Vigil mechanism.

The Company has established vigil mechanism for directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and provides for direct access to Mr. Rajesh Loya- Chairperson of the Audit Committee in exceptional cases. The details of establishment of such mechanism have been disclosed on the website of the Company.

24. Statutory Auditors.

As required under the provisions of section 139 of the Companies Act, 2013, and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, Pulindra Patel and Co, Chartered Accountants (Firm Registration No. 115187W) were appointed as the Statutory Auditors of the Company from conclusion of the 44^th Annual General Meeting (AGM) held on until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2027.

25. Secretarial Audit Report.

The Secretarial Audit Report as given by Ms. Isha Shah of M/s. Shah Patel & Associates - Company Secretaries (Membership No. 35253 & COP No. 15201), is enclosed herewith in Form MR-3 at Annexure II.

26. Explanation/ Comments by the Board on qualification, reservation or adverse remark or disclaimer made in Auditors’ Report and Secretarial Audit Report.

Remarks - We draw your Kind Attention to Note No. 31, to the standalone financial statement, The Company''s Financial Assets are more than 50% of Total Assets and Income from Financial Assets are more than 50% of the total Income during the year. In view of the same, the Company is required to get it registered under section 45-IA of the Reserve Bank of India Act, 1934.

Explanation - The company is in process of getting registered under section 45-IA of the Reserve Bank of India Act, 1934.

27. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

The Auditors have not reported any fraud(s) during the period under review.

28. Disclosure about Corporate Social Responsibility.

As per the provisions of Section 135 read with the Section 198 of the Companies Act, 2013, there is CSR obligation for the year 2023-24. The statutory disclosures with respect to CSR is annexed hereto, forming part of this report.

29. Directors’ responsibility statement.

Your Directors'' confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for 2023-2024;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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.

30. Disclosure regarding Sexual Harassment at workplace.

The disclosures regarding Sexual Harassment at workplace form a part of Corporate Governance Report.

31. Changes in Share Capital.

There is no change in the Issued, Subscribed and Paid-Up Share Capital of the company.

32. Compliance with Secretarial Standards.

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India (ICSI).

33. Other Statutory Disclosures.

The other statutory disclosures pursuant to Sections 134, 135, 188, 197 and other applicable provisions of the Companies Act, 2013 read with related Rules are attached herewith.

34. Acknowledgments.

Your Directors wish to place on record its appreciation to the Staff, Executives, Company''s Bankers, Auditors and Government Authorities for their co-operation, guidance and support.

For & on behalf of the Board Dhoot Industrial Finance Limited

Sd/-

Place: Mumbai Rajgopal Dhoot

Date: 13^th August, 2024. Chairman

The Directors have pleasure in presenting the 45^thAnnual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2023.

1. Financial summary/highlights and state of Company’s affairs.

During the said financial year the turnover of the Company is INR 3528.42 Lakhs as against INR 3041.20 Lakhs for the last year.

The net loss of the Company is INR (6243.71) Lakhs as against net profit of INR 15,782 Lakhs for the last year.

2. Change in the nature of Business, if any:

During the year in review, there was no change in the nature of business of the Company.

3. Board Meetings.

The Board of the Company consists of Directors as prescribed by the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details pertaining to composition of the Board, terms of reference, etc. of the Board of Directors of your Company and the meetings of the Board held during the financial year and the attendance thereat have been mentioned in the Corporate Governance forming part of this Annual Report.

4. Audit Committee.

The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the Companies Act, 2013. The members of the Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the Corporate Governance Report under the appropriate heading.

5. Reserves.

The Board does not propose to carry any amount to reserves for the said financial year.

6. Dividend.

Your Directors do not recommend any dividend for the year with a view to conserve the resources for future growth of the Company.

7. Particulars of loans and investment and utility purpose by the recipient under section 186.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4 and 5 to the standalone financial statement).

8. Particulars of contracts or arrangements with related parties under Section 188(1).

All contracts, arrangements and transactions entered by the Company with related parties during FY 2022-23 were in the ordinary course of business and on an arm''s length basis.

During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company''s policy on related party transactions. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

The Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at www.dhootfinance.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

9. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

During the year under review, Mrs. Vaidehi Rohit Dhoot was liable to retire by rotation and was reappointed in the 44^th AGM

10. Policy on Directors’ appointment, remuneration and others as formulated by the Nomination & Remuneration Committee.

The Nomination & Remuneration Committee has formulated the following policy:

a. Directors'' appointment and remuneration: As best suited for Company''s business and in accordance with the applicable law.

b. Criteria for determining qualifications, positive attributes and independence of a Director: As per the Companies Act, 2013.

c. Remuneration for key managerial personnel and other employees: At present Non-Executive and Independent Directors are not paid any remuneration except sitting fees for attending Board Meetings. The Managing Director and the Key Managerial Personnel is paid remuneration as per the terms of their appointment.

11. Statement on declaration given by Independent Director(s) under Section 149

The Board confirms that all the Independent Directors on the Board have given a declaration of their Independence to the Board as required under Section 149(6) of the Companies Act, 2013.

12. Formal annual evaluation.

The Board of Directors has devised a policy for the performance evaluation and accordingly evaluation process was carried for the financial year for Board of Directors, Board Committees, Independent Directors and other individual Directors.

14. Details on deposits covered under Chapter V of the Companies Act. 2013 and Companies (Acceptance of Deposits) Rules. 2014.

In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013, read with the relevant rules, your Company has not accepted any fixed deposits during the year under report. Details of loans taken, if any, are provided under Note 24 of Financial Statement.

15. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

During the year in review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

16. Other Company/ies which have become or ceased to be Company’s subsidiaries, joint ventures or associate companies.

Not Applicable as the company has no subsidiaries, joint ventures or associates.

17. Performance and financial position of each of the subsidiaries, associates and joint venture Companies included in the consolidated financial statement.

The company has no subsidiary or associate company or any joint venture to be included in the consolidated financial statement of the Company.

18. Extract of annual return.

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at http://www.dhootfinance.com/

19. Disclosure on Remuneration.

None of the employees of the Company fall within the purview of the provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no information is required to be disclosed.

20. Material changes between the period 31/03/2022 and 18/05/2023

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report

21. Details in respect of adequacy of internal financial controls with reference to the financial statements.

The existing internal financial controls are adequate and commensurate with the nature, size, complexity of the Business and the Business Processes followed by the Company. The Company has a well laid down framework for ensuring adequate internal controls over financial reporting. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

22. Risk management policy.

Your company does not find a place in the list of top 500 listed entities, hence it does not have a Risk Management Committee.

23. Vigil mechanism.

The Company has established vigil mechanism for directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and provides for direct access to Mr. Rajesh Loya- Chairperson of the Audit Committee in exceptional cases. The details of establishment of such mechanism have been disclosed on the website of the Company.

24. Statutory Auditors.

As required under the provisions of section 139 of the Companies Act, 2013, and the Rules made there under, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013,

Pulindra Patel and Co, Chartered Accountants s (Firm Registration No. 115187W) were appointed as the Statutory Auditors of the Company conclusion of the 44thAnnual General Meeting (AGM) held on until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2027

25. Secretarial Audit Report.

The Secretarial Audit Report as given by Ms. Isha Shah of M/s. Shah Patel & Associates - Company Secretaries (Membership No. 35253 & COP No. 15201), is enclosed herewith in Form MR-3 at Annexure I.

26. Explanation/ Comments by the Board on qualification, reservation or adverse remark or disclaimer made in Auditors’ Report and Secretarial Audit Report.

There are no qualifications, reservations or adverse remarks by the Statutory Auditors and by the Secretarial Auditors of the Company.

27. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government

The Auditors have not reported any fraud(s) during the period under review.

28. Disclosure about Corporate Social Responsibility

As per the provisions of Section 135 read with the Section 198 of the Companies Act, 2013, there is CSR obligation for the year 2022-23. The statutory disclosures with respect to CSR is annexed hereto, forming part of this report as Annexure III.

29. Directors’ responsibility statement.

Your Directors'' confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for 2022-2023;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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.

30. Disclosure regarding Sexual Harassment at workplace

The disclosures regarding Sexual Harassment at workplace form a part of Corporate Governance Report.

31. Changes in Share Capital

There is no change in the Issued, Subscribed and Paid-Up Share Capital of the company.

32. Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India (ICSI).

33. Other Statutory Disclosures

The other statutory disclosures pursuant to Sections 134, 135, 188, 197 and other applicable provisions of the Companies Act, 2013 read with related Rules are attached herewith.

34. Acknowledgments.

Your Directors wish to place on record its appreciation to the Staff, Executives, Company''s Bankers, Auditors and Government Authorities for their co-operation, guidance and support.

The Directors have pleasure in presenting the 37thAnnual Report of the Company together with the audited accounts for the year ended March 31, 2015.

1. Financial summary/highlights and State of Company's affairs.

During the said financial year:

a. The turnover of the Company is Rs,.13,025.49 Lacs /- as against Rs,.7,282.01 Lacs /- for the last year.

b. The net profit/ of the Company is Rs,.414.29 Lacs /- as against Rs,.161.63 Lacs /- for the last year.

2. Change in the nature of business.

Not applicable.

3. Board Meetings.

The Board met 5 times on May 30, 2014; July 7, 2014; August 12, 2013; November 14, 2014 and February 13, 2015 during the said financial year.

4. Audit Committee.

The Audit Committee was formed on April 21, 2003. The Audit Committee consists of Mr. Rajesh M. Loya – Chairman and Members – Mr. Girish C. Choksey, Mr. AbhayFirodia and Mr. Rajgopal R. Dhoot. The Audit Committee met 4 times on May 30, 2014; August 12, 2014; November 14, 2014 and February 13, 2015 during the said financial year.

5. Stakeholder Relationship Committee.

The Stakeholder Relationship Committee was formed on April 21, 2003 to consider and resolve the grievances of security holders of the Company. The Stakeholder Relationship Committee consists of Mr. Rajesh M. Loya - Chairman and Mr. Bharat C. Mistry - Member. The Stakeholders Relationship Committee met 2 times on April 15, 2014 and October 15, 2014 during the said financial year.

6. Reserves.

The Board do not propose to carry any amount to reserves for the said financial year

7. Dividend.

Your Directors do not recommend any dividend for the year with a view to conserve the resources for the future growth of the Company.

8. Particulars of loans and investment and utility purpose by the recipient under section 186.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 10,27to the standalone financial statement).

9. Particulars of contracts or arrangements with related parties under Section 188 (1).

Particulars of contracts or arrangements with related parties referred to Section 188 (1) is annexed here in form AOC-2, at Annexure I.

10. Details of Directors or key managerial personnel who were appointed or have resigned during the year.

Name of Director or Designation Date of appointment/ Date of key managerial personnel re- appointment resignation

Mrs. Vaidehi Rohit Dhoot Additional & Non-Executive Director 14/11/2014 Not appli- cable

Mr.Bharat Champaklal Mistry Chief Financial Officer 13/02/2015 Not appli- cable

11. Policy on Directors' appointment, remuneration and others as formulated by the Nomination & Remuneration Committee.

The Nomination & Remuneration Committee has formulated the following policy:

a. Directors' appointment and remuneration: As best suited for Company's business and in accordance with the applicable law.

b. Criteria for determining qualifications, positive attributes and independence of a Director: As per the Companies Act, 2013.

c. Remuneration for key managerial personnel and other employees: At present Non–executive and Independent Directors are not paid any remuneration except sitting fees for attending Board Meetings. The Managing Director is paid remuneration as per the terms of his appointment.

12. Statement on declaration given by Independent Director/s under Section 149.

Mr. Rajesh M. Loya – Chairman and Members – Mr. Girish C. Choksey, Mr. AbhayFirodia and Mr. Rajgopal R. Dhoot– Independent Director/s has given declarations that they meets the criteria of independence for said financial year as provided in section 149 as on 01/10/2014 i.e. with effect from their new term of appointment.

13. Formal annual evaluation.

The Board of Directors has devised a policy for the performance evaluation and accordingly evaluation process was carried for the financial year for Board of Directors, Board Committees, Independent Directors and other individual Directors.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo.

A. Conservation of energy

i. Steps taken or impact on conservation Wherever possible, the Company strives to of energy curtail the energy consumption on a continuous basis

ii. Steps taken for utilizing alternate Nil

sources of energy

iii. Capital investment on energy Not Applicable

conservation equipments

B. Technology absorption

i. Efforts made towards technology absorption Not Applicable

ii. The benefits derived like product Not Applicable

improvement, cost reduction, product development or import substitution

iii. Imported technology ( imported during 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 been fully absorbed Not Applicable

d. if not fully absorbed, areas where absorption Not Applicable has not taken place, and the reasons thereof

iv. Expenditure incurred on research and Not Applicable development

15. Details on deposits covered under Chapter V – the Companies (Acceptance of Deposits) Rules, 2013 of the Act.

Not applicable

16. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Not applicable

17. Other Company/ies which have become or ceased to be Company's subsidiaries, joint ventures or associate companies.

Not applicable

18. Performance and financial position of Associate Company included in the consolidated financial statement: N. A.

19. Extract of annual return.

The extract of the annual return is annexed here, in form MGT. 9, at Annexure II.

20. Disclosures about Corporate Social Responsibility.

Not applicable

21. Disclosure on Remuneration.

None of the employees of the Company fall within the purview of the provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no information is required to be disclosed.

22. Material changes between the period 31/03/2015 and 29/05/2015.

No material changes and commitments have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report affecting the financial position of the Company.

23. Details in respect of adequacy of internal financial controls with reference to the financial statements.

The Company has in place adequate internal financial controls with reference to financial statements.

During The year, such controls were tested and no reportable material weakness in the design or operation were observed.

24. Risk management policy.

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

25. Vigil mechanism.

The Company has established vigil mechanism for directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and provides for direct access to the Mr. Rajesh Loya - Chairperson of the Audit Committee in exceptional cases. The details of establishment of such mechanism have been disclosed on the website of the Company.

26. Statutory Auditors.

M/s. Bansi S. Mehta & Co., Chartered Accountants (Firm Reg. No. – 100991W), Statutory Auditors of the Company who retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment for the year 2015-2016. Your Directors' recommend their re-appointment until the conclusion of the next Annual General Meeting.

27. Secretarial Audit Report.

The Secretarial Audit Report as given by Ms. Manisha Khater of M/s. Manisha C. Khater & Associates – Company Secretaries (Membership No. 22672 & COP No. - 8692)is enclosed herewith in Form MR. 3 at

Annexure III.

28. Explanation/ Comments by the Board on qualification, reservation or adverse remark or disclaimer made in Auditors' Report and Secretarial Audit Report.

Not applicable.

29. Directors' responsibility statement.

Your Directors' confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

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 of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

30. Acknowledgments.

Your Directors wish to place on record its appreciation to the Staff, Executives, Company's Bankers, Auditors and Government Authorities for their co-operation, guidance and support.

For & on behalf of the Board

Place: Mumbai Rajgopal Dhoot Bharat Mistry

Date: May 29, 2015 Chairman Chief Financial Officer

Dear Members,

The Directors'' have pleasure in presenting the Thirty Sixth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014.

1. FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

Particular Year ended Year ended 31-Mar-2014 31-Mar-2013

Total Income 7250.88 8646.48

Profit before Depreciation and tax 264.03 218.23

Less : Depreciation 64.06 70.91

Profit Before Tax 199.97 147.32

Less: Provision for tax (34.70) (3.20)

Add : Deferred Tax (Net) 17.09 25.80

Add/(Less): Provision for earlier years (20.73) 6.80

Profit After Tax 161.63 176.72

Add : Surplus Brought forward from previous years 2740.36 2563.64

Balance Carried to Balance Sheet 2902.00 2740.36

2. BUSINESS & PERFORMANCE:

During the year under review, total income is Rs.7250.88 Lacs and the profit after tax is Rs.161.63Lacs, compared to Rs. 8646.48 Lacs and Rs.176.72 Lacs in last year respectively. The Windmill has generated 24.30 Lacs Units.

3. DIVIDEND:

The Board of Directors do not recommend any dividend for the financial year ended March 31, 2014 with a view to conserve the resources for the future growth of the Company.

4. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) by the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended March 31,2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the year financial ended 31st March, 2014 on a ''going concern'' basis.

5. DEPOSITS:

The Company did not accept any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975 during the year ended 31st March, 2014.

6. CORPORATE GOVERNANCE:

Your company has complied with the Corporate Governance regulations as laid down in Clause 49 of the listing agreement of the Bombay Stock Exchange. A detailed Compliance Report on Corporate Governance together with the Certificate from M/s. Bansi S. Mehta & Co., Chartered Accountants is enclosed with this Annual Report.

7. DIRECTORS:

In accordance with the provisions of the Articles of Association and the Companies Act, 1956, Mr. Girish Choksey retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

In order to comply with the provisions of the Companies Act, 2013 and proposed revised Clause 49 of the Listing Agreement which shall come into effect from October 1, 2014, your Directors recommend re-appointment of all Independent Directors i.e. Mr. Abhay Firodia, Mr. Girish Choksey and Mr. Rajesh Loya for five consecutive years with effect from October 1, 2014 up to September 30, 2019.

As on May 30, 2014, the Board has constituted Nomination Committee consisting of Members

* Mr. Rajgopal Dhoot, Mr. Rajesh Loya, Mr. Abhay Firodia and Mr. Girish Choksey with Mr. Rajesh Loya being the Chairman and Risk Management Committee consisting of Members

* Mr. Rohit Dhoot and Mr. Rajgopal Dhoot.

8. STATUTORY AUDITORS:

M/s. Bansi S. Mehta & Co. Chartered Accountants - Statutory Auditors of the Company holds office up to the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the year 2014-2015. Your Directors'' recommend their re-appointment until the conclusion of the next Annual General Meeting.

9. EMPLOYEES:

None of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, i.e., No employee of the Company was in receipt of remuneration/ part thereof of Rupees Sixty lakhs p.a./ Rupees Five lakhs per month. Hence no information is required to be submitted.

10. CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

As per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988:

Particulars Reporting for the year ended 31/03/2014

1 Conservation Of Energy

A energy conservation measures Wherever possible, the Company taken strives to curtail the energy consumption on a continuous basis

B additional investments and Nil proposals, if any, being implemented for reduction of consumption of energy

C impact of the measures at (a) Not Applicable and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods

D Total energy consumption and Not Applicable to the Company energy consumption per unit of production as per ''Form A of the Annexure in respect of industries specified in the Schedule to the Rules.

2 Technology Absorption

E efforts made in technology Not Applicable to the Company absorption as per ''Form B'' of the Annexure to the Rules.

3 Foreign exchange earnings and outgo

F activities relating to exports; NIL initiatives taken to increase exports; development of new export markets for products and services; and export plans

G Total foreign exchange used and Foreign exchange used: earned Travelling - INR Rs. 8.32 Lacs

Foreign exchange earned: Nil

Foreign Exchange Difference: Nil

11. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the Company and they look forward to their continued support.

By Order of the Board For DHOOT INDUSTRIAL FINANCE LIMITED

Place: Mumbai Rajgopal Dhoot Date: May 30, 2014 Chairman

The Directors'' have pleasure in presenting the Thirty Fifth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Particular Year ended Year ended March 31, 2013 March 31, 2012

Total Income 8646.48 9707.98

Profit before Depreciation and tax _ 218.23 240.11

Less : Depreciation 70.91 79.94

Profit Before Tax 147.32 160.17

Less: Provision for tax (3.20) (7.40)

Add: Deferred Tax (Net) 25.80 72.18

Add/(Less): Provision for earlier years 6.80 -

Profit After Tax 176.72 224.95

Add : Surplus Brought forward from previous, years 2563.64 2338.69

Balance Carried to Balance Sheet 2740.36 2563.64

2. BUSINESS & PERFORMANCE:

During the year under review, total income is Rs.8646.48Lacs and the profit after tax is Rs.176.72Lacs, compared to Rs.9,707.98 Lacs and T.224.95 Lacs in last year respectively. The Windmill has generated 24.25 Lacs Units.

3. DIVIDEND:

The Board of Directors do not recommend any dividend for the financial year ended 31st March, 2013 with a view to conserve the resources for the future growth of the Company.

4. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) by the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the year financial ended 31st March, 2013 on a ''going concern'' basis.

5. DEPOSITS:

The Company did not accept any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975 during the year ended 31st March, 2013.

6. CORPORATE GOVERNANCE:

Your company has complied with the Corporate Governance regulations as laid down in Clause 49 of the listing agreement of the Bombay Stock Exchange. A detailed Compliance Report on Corporate Governance together with the Certificate from M/s. Bansi S. Mehta & Co., Chartered Accountants is enclosed with this Annual Report

7. DIRECTORS:

The resignation of Mr. S. Venkatachalam from the Directorship of the Company due to his sad demise on September 9, 2012 was taken on recoid by the Board at its Meeting held on November 9, 2012. The Board expresses its gratitude for the services rendered by Mr. S. Venkatachalam to the Company.

ih accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Shri. Abhay Firodia retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend their re-appointment.

8. STATUTORY Auditors:

M/s. Bansi S. Mehta & Co. Chartered Accountants - Statutory Auditors of the Company holds office up to the conclusion of the ensuing Annua! General Meeting and sbeing eligible, offer themselves for re-appointment for the year 2013-2014. Your Directors'' recommend their re-appointment until the conclusion of the next Annual General Meeting.

9. EMPLOYEES:

None of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, i.e., No employee of the Company was in receipt of remuneration/ part thereof of INR Sixty lakhs p.a./ INR Five lakhs per month. Hence no information is required to be submitted.

11. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the Company and they look forward to their continued support.

By Order of the Board

For DHOOT INDUSTRIAL FINANCE LIMITED

Rajgopal Dhoot

Place: Mumbai Chairman

Date: 30lh May 2013

The Directors' have pleasure in presenting the Thirty Fourth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lacs) Particular Year ended Year ended March 31, 2012 March 31, 2011

Total Income 9707.98 20826.75

Profit before Depreciation and tax 240.11 746.85

Less : Depreciation 79.94 95.11

Profit Before Tax 160.17 651.74

Less: Provision for tax (7.40) (168.10)

Add : Deferred Tax (Net) 72.18 25.36

Add/(Less): Provision for earlier years - 24.38

Profit After Tax 224.95 533.38

Add : Surplus Brought forward from previous years 2338.69 1805.31

Balance Carried to Balance Sheet 2563.64 2338.69

2. BUSINESS & PERFORMANCE :

During the year under review, total income is Rs..9,707.98 Lacs and the profit after tax is Rs..224.95 Lacs, compared to Rs..20,826.75 Lacs and Rs.533.38 Lacs in last year respectively.

The Windmill has generated 22.30Lacs Units

The Board of Directors to conserve the resources do not recommend payment of any dividend for the financial year ended 31st March 2012

3. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) by the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the year financial ended 31st March, 2012 on a ‘going concern' basis.

4. FIXED DEPOSIT:

The Company has not accepted any fixed deposit during the year under review.

5. CORPORATE GOVERNANCE:

Your company has complied with the Corporate governance regulations as laid down in clause 49 of the listing agreement with Bombay Stock Exchange Ltd, A detailed compliance report on Corporate Governance is enclosed in this report.

6. DIRECTORS :

Shri Rajgopal Dhoot, Director is liable to retire by rotation and being eligible offers himself for reappointment.

Shri Rajesh M. Loya, Director is liable to retire by rotation and being eligible offers himself for reappointment.

7. AUDITORS:

M/s. Bansi S. Mehta & Co. Chartered Accountants, Mumbai Auditors of the Company, holds office up to the conclusion of the Annual General Meeting and are eligible for re-appointment.

8. PARTICULARS OF EMPLOYEES:

None of the employees received remuneration during the year in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended.

9. PARTICULARS FOR CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company's project regarding generation, supply and distribution of electric power by use of non conventional renewable energy devices does not consume any energy. However the company has taken effective steps to conserve the energy and the said efforts has reduced the cost of generation of electric power. The Company has deployed indigenous technology for the generation of the electric power. The details required to be given in form A is not applicable to the Company. The Company has not earned any foreign exchange and there was foreign exchange outgo of Rs.9.03 Lacs.

10. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the company and they look forward to their continued support.

By Order of the Board For DHOOT INDUSTRIAL FINANCE LIMITED

Rajgopal Dhoot Chairman

Place: Mumbai

Date: 31st May 2012

Dear Members,

The Directors' have pleasure in presenting the Thirty Third Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS: (Rs in Lakhs)

Particular Year ended Year ended

March 31, 2011 March 31, 2010

Total Income 20689.38 13571.20

Profit before Depreciation and tax 746.85 458.94

Less : Depreciation 95.11 113.98

Profit Before Tax 651.74 344.96

Less: Provision for tax (168.10) (96.43)

Add : Deferred Tax (Net) 25.36 25.73

Add: Fringe Benefit Tax -- --

Add/(Less): Provision for earlier years 24.38 (28.56)

Profit After Tax 533.38 245.70

Add : Surplus Brought forward from previous years 1805.31 1559.61

Balance Carried to Balance Sheet 2338.69 1805.31

2. BUSINESS & PERFORMANCE :

During the year under review, total income is Rs 20,689.38 Lacs and the profit after tax is Rs. 533.38 Lacs, compared to Rs 13,571.20 Lacs and RS.245.70 Lacs in last year respectively.

The Windmill has generated 22.26Lacs Units

The Board of Directors to conserve the resources do not recommend payment of any dividend for the financial year ended 31st March 2011.

3. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper expla- nation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the year financial ended 31st March, 2011 on a 'going concern' basis.

4. FIXED DEPOSIT:

The Company has not accepted any fixed deposit during the year under review.

5. CORPORATE GOVERNANCE:

Your company has complied with the Corporate governance regulations as laid down in clause 49 of the listing agreement with Bombay Stock Exchange Ltd, A detailed compliance report on Corporate Governance is enclosed in this report.

6. DIRECTORS :

Shri Girish C Choksey, Director is liable to retire by rotation and being eligible offers himself for reappointment.

Shri Abhay Firodia, Director is liable to retire by rotation and being eligible offers himself for reappointment.

Shri R.K. Dhoot reappointed as Managing Director of the Company for a period of 5 years with effect from April 2011.

7. AUDITORS:

M/s. Bansi S. Mehta & Co. Chartered Accountants,Mumbai Auditors of the Company, holds office up to the conclusion of the Annual General Meeting and are eligible for re-appoint- ment.

8. PARTICULARS OF EMPLOYEES:

None of the employees received remuneration during the year in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended.

9. PARTICULARS FOR CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company's project regarding generation, supply and distribution of electric power by use of non conventional renewable energy devices does not consume any energy. However the company has taken effective steps to conserve the energy and the said efforts has reduced the cost of generation of electric power. The Company has deployed indig- enous technology for the generation of the electric power. The details required to be given in form A is not applicable to the Company. The Company has not earned any foreign exchange and there was foreign exchange outgo of Rs.13.37 Lacs.

10. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the company and they look forward to their continued support.

By Order of the Board For DHOOT INDUSTRIAL FINANCE LIMITED

Rajgopal Dhoot

Chairman Place: Mumbai Date : 12th July, 2011

The Directors ave pleasure in presenting the Thirty Second Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS.

(Rs. in Lacs)

Year ended Year ended

March 31, 2010 March 31, 2009

Total Income 13571.20 10014.67

Profit before Depreciation and tax 458.94 173.00

Less : Depreciation 113.98 131.65

Profit Before Tax 344.96 41.35

Less: Provision for tax (96.43) (1.66)

Add : Deferred Tax (Net) 25.73 (7.21)

Add : Fringe Benefit Tax - (4.11)

Add/(Less): Provision for earlier years (28.56) 4.80

Profit After Tax 245.70 33.17

Add : Surplus Brought forward from previous years 1559.61 1561.83

Balance Carried to Balance Sheet 1805.31 1595.00

2. BUSINESS & PERFORMANCE:

During the year under review, total income is at Rs.13,571.20 Lacs and the profit after tax is at Rs.245.70 Lacs, compared to Rs. 10,014.67 Lacs and Rs.33.17 Lacs in last year respectively.

The Windmill has generated 27.15 Lacs Units

The Board of Directors to conserve the resources do not recommend payment of any dividend for the financial year ended 31st March 2010.

3. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) by the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit orlossof theCompanyfortheyearunderreview;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the financial year ended 31 st March, 2010 on agoing concern" basis.

4. FIXED DEPOSIT:

The Company has not accepted any fixed deposit during the year under review.

5. CORPORATE GOVERNANCE:

Your company has complied with the Corporate governance regulations as laid down in clause 49 of the listing agreement with Bombay Stock Exchange Ltd, A detailed compliance report on Corporate Governance is enclosed in this report.

6. DIRECTORS:

Shri Rajgopal Dhoot, Director is liable to retire by rotation and being eligible offers himself for reappointment.

Shri S. Venkatachalam, Director is liable to retire by rotation and being eligible offers himself for reappointment.

7. AUDITORS:

M/s. Bansi S. Mehta & Co. Chartered Accountants Mumbai, Auditors of the Company, holds office up to the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment.

8. PARTICULARS OF EMPLOYEES:

None of the employees received remuneration during the year in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended.

9. PARTICULARS FOR CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Companys project regarding generation, supply and distribution of electric power by use of non conventional renewable energy devices does not consume any energy. However the company has taken effective steps to conserve the energy and the said efforts has reduced the cost of generation of electric power. The Company has deployed indigenous technology for the generation of the electric power. The details required to be given in form A is not applicable to the Company. The Company has not earned any foreign exchange and there was foreign exchange outgo of Rs.4.24 Lacs.

10. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the company and they look forward to their continued support.

By Order of the Board For DHOOT INDUSTRIAL FINANCE LIMITED

Rajgopal Dhoot Chairman

Place: Mumbai

Date: 18th June, 2010