d) Rights, Preferences and restrictions attached to equity shares
The Company has one class of equity shares having a par value of Rupees 10.00 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
e) The Board of Directors in its meeting held on February 1, 2023 have recommended for approval by shareholders, bonus issue of 83 (Eighty Eight) equity share of INR 10.00 each for every 1 (one) equity shares of INR 10.00 each held by shareholders of the Company, subject to approval of the shareholders.
Pursuant to the approval of the shareholders, the Company alloted 1,21,36,300 bonus equity shares of INR 10.00 each as folly paid-up bonus equity shares, in the proportion of 83 (Eighty Eight) equity shares of INR 10.00 each for every 1 (One) existing equity shares of INR 10.00 each to the equity shareholders of the Company as on February 23, 2023.
f) Initial Public Offer (IPO) of equity shares of the company
During the financial year ended March 31,2023, company raised an amount of INR 2,273.20 lakhs through IPO of 36,88,000 equity shares of INR 10.00 each at an issue price of INR 40.00 each (including securities premium of INR 30.00 each per share). The offer was open from June 24,2024 to June 27,2024.The equity shares of the company are listed on the SME Platform of National Stock Exchange of India (NSE EMERGE) with effect from July 2,2024.
h) Preferential issue of Equity shares
(i) Board of Directors of the company in their meeting held on November 29,2024 considered and approved equity infusion of INR 2,849.52 lakhs through preferential issue of 22,98,000 equity shares of INR 10.00 each at an issue price of INR 124.00 each (including securities premium of INR 114.00 each per share) into the Company which was approved by the shareholders in their meeting held on January 1,2025.
Further, the Board of Directors approved the aforesaid issuance and allotment of 22,98,000 equity shares of INR 124.00 each vide resolution dated March 22,2025.Proceeds from the issue were utilised for the acquisition of a company. i.e. Vimlesh Industries Private limited.
(ii) Board of Directors of the company in their meeting held on May 29,2025 considered and approved equity infusion of INR 1,632.00 lakhs through preferential issue of 12,00,000 equity shares of INR 10.00 each at an issue price of INR 136.00 each (including securities premium of INR 126.00 each per share) into the Company which was approved by the shareholders in their meeting held on June 23,2023.
Further, the Board of Directors approved the aforesaid issuance and allotment of 12,00,000 equity shares of INR 136.00 each vide resolution dated July 1,2025 .Proceeds from the issue were utilised for meeting working capital requirements.
* Note on Security of Loans
(1) Vehicle Loans were secured by way of hypothecation of respective vehicle and repayable in 48-75 monthly installments commencing from Oct 1,2020. Loan outstanding as on March 31, 2026 is INR 92.37 Lakhs (As at March 31,2025 : INR 132.34 Lakhs). Rate of interest as on March 31,2026 varies from 7.50% to 9.19%.
-Machinery Loan were secured by way of hypothecation of respective Machinery and repayable in 36-54 monthly installments commencing from March 10,2023. Loan outstanding as on March 31, 2026 is INR 182.14 Lakhs (As at March 31,2025 : INR 2652.61 Lakhhs). Rate of interest as on December 31,2025 varies from 8.30% to 10.95%.
(2) Emergency Credit Line Guarantee Scheme (ECLGS) as on March 31,2026 is INR 73.55 Lakhs (As at March 31,2025 : INR 148.07 Lakhhs). Rate of interest as on March 31,2026 is 9.25%
Primary: Exclusive charge by way of hypothetication over entire current & moveable assets of the company (present & future except of assets already hypotheticated/mortgaged to other banks/Financial Institutions)
Guarantee: Personal Guarantees of the Directors & Individuals:
(a) Mr. Rajesh Giri
(b) Mr. Vikas Talwar
(c) Mrs. Pratibha Talwar
(d) Mrs. Dali Giri
Collateral:
Equitable Mortgage of Residential property situated at B-82, Anand Vihar, Railway Board employees, Cooperative House building society, Anand Vihar, Delhi-110092
(3) Term Loan of INR 2,500.00 Lakhs as on March 31,2026 is INR 2100.00 Lakhs (As at March 31,2025 : 2500.00 Lakhs). Rate of interest as on March 31,2026 is 10.75%.
Collateral:
Industrial Property situated at Khasra No. 6/1/2, 6/2, 6/3, 2/22/2 & 2/23, Village - Joshijat, Bahalgarh Road, Sonepat, Haryana (West), New Delhi owned by M/s. Vimlesh Industries Private Limited (VIPL) under pari-passu.
Guarantee: Personal Gurantee of Directors & Individuals.
(a) Rajesh Giri
(b) Vikas Talwar
(c) Anuj Talwar
(d) Dali Giri
(e) Corporate Guarantee of Vimlesh Industries Private Limited (VIPL)
(2) Cash Credit(HDFC Bank):
Cash Credit Facility as on March 31,2026 is INR 129.35 Lakhs (As on March 31,2025 :INR 174.56 Lakhs ). Rate of Interest as on March 31, 2026 9.05%.
Security Primary:
(i) Commercial Property
(ii) Debtors
(iii) Fd As A Margin Money, Fd Of 127 Lacs To Be Remain Under Line As A Exclusive Charge
(iv) Hypothecation On P&m, Industrial Property, Resindential Property, Stock Security Collateral:
(i) Unit -1, Block - B Delhi Teachers Society Co-operative House Building Society Ltd 1st Floor, Csc - Ii, Dda Market, Surajmal Vihar Delhi-110090
(ii) 56/l & 56/2, Sahibabad Site Iv Industrial Area, Adjacent To Atlas Factory Ghaziabad Uttar Pradesh 201001
(iii) B - 82, B Block Anand Vihar Railway Board Employees Cooperative House Building Society Ltd. Anand Vihar Delhi 110090 Personal Guarantee:
(a) Mr. Rajesh Giri
(b) Mr. Anuj Talwar
(3) Cash Credit(ICICI Bank):
Cash Credit Facility as on March 31,2026 is INR 1187.65 Lakhs (As on March 31,2025 :INR 1751.12 Lakhs). Rate of Interest as on March
31.2026 8.50%
First Paripasu Charge:
(i) Current Assets
(ii) Movable Fixed Assets
(iii) Immovable Fixed Assets
(a) Unit -1, Block - B Delhi Teachers Society Co-operative House Building Society Ltd 1st Floor, Csc - Ii, Dda Market, Surajmal Vihar Delhi -110090
(b) 56/l & 56/2, Sahibabad Site Iv Industrial Area, Adjacent To Atlas Factory Ghaziabad Uttar Pradesh 201001
(c) B - 82, B Block Anand Vihar Railway Board Employees Cooperative House Building Society Ltd. Anand Vihar Delhi 110090 Personal Guarantee:
(a) Mr. Rajesh Giri
(b) Mrs .Dali Giri
(c) Mrs.Pratibha Talwar
(4) Cash Credit(Standard Chartered Bank):
Cash Credit Facility as on March 31,2026 is INR 1892.01 Lakhs (As on March 31,2025 :INR 1109.54 Lakhs). Rate of Interest as on March
31.2026 7.19%.
Security:
(i) EM of Industrial property located at Khasra No. 6/1/2,6/2, 6/3,2/22/2 & 2/23, Village - Joshijat, Bahalgarh Road, Sonepat, Haryana (West), New Delhi in the name of Vimlesh Industries Private Limited under pari-passu with Standard Chartered Capital Limited. The property is cross collateralized with exposure of Vimlesh Industries Private Limited. Total value of the property is INR 452.50 (average of 2 valuations), value allocated to Divine Power Energy Limited is INR 156.95 Mn, to Vimlesh Industries Private Limited is INR 125.56 Mn and to Standard Chartered Capital Limited is INR 169.98 Mn.
First Paripasu Charge:
(i) Current Assets
(ii) Movable Fixed Assets
Corporate Guarantee: Vimlesh Industries Private Limited Personal Guarantee:
(a) Mr. Rajesh Giri
(b) Mr. Anuj Talwar
(c) Mrs.Dali Giri
(d) Mr.Vikas Talwar
(5) Cash Credit(HDFC Bank):
Cash Credit Facility as on March 31,2026 is INR 2655.00 Lakhs (As on March 31,2025 :Nil). Rate of Interest as on March 31, 2026 9.05%. Security Primary:
(i) Commercial Property
(ii) Debtors
(iii) Fd As A Margin Money, Fd Of 127 Lacs To Be Remain Under Line As A Exclusive Charge
(iv) Hypothecation On P&m, Industrial Property, Resindential Property, Stock Security Collateral:
(i) Unit -1, Block - B Delhi Teachers Society Co-operative House Building Society Ltd 1st Floor, Csc - Ii, Dda Market, Surajmal Vihar Delhi -110090
(ii) 56/l & 56/2, Sahibabad Site Iv Industrial Area, Adjacent To Adas Factory Ghaziabad Uttar Pradesh 201001
(iii) B - 82, B Block Anand Vihar Railway Board Employees Cooperative House Building Society Ltd. Anand Vihar Delhi 110090 Personal Guarantee:
(a) Mr. Rajesh Giri
(b) Mrs. Dali Giri
(c) Mr. Vikas Talwar
(d) Mrs. Pratibha Talwar
(ii) Commitments
(1) Estimated amount of contracts remaining to be executed on capital account and not provided for:
- Property, plant and equipments amounting to INR 711.59 lakhs (March 31,2025: Nil)
(2) As at March 31, 2026, the Company has outstanding corporate guarantees amounting to INR 4700.00 lakhs on behalf of its subsidiary company i.e. Vimlesh Industries Private Limited given to their lenders for loans and credit facilities taken by them from banks and financial institutions.
42 Acquition of Vimlesh Industries Private Limited
The Board of Directors of Divine Power Energy Limited (the Company') in their meeting held on October 23,2024 considered and approved the acquisition of whole of the assets and liabilities of Vimlesh Industries Private Limited ('VIPL'), by way of entering into a Share Purchase Agreement ('Agreement') for the acquisition of 2,51,000 Equity Shares of VIPL .
Pursuant to the said Agreement dated November 21,2024, the company has paid consideration for the aforesaid acquisition amounting to INR 5,583.21 lakhs to VIPL as at March 31,2025 (shown under Non- Current Investments' in Note 13).
On completion and transfer of shares on April 2,2025, company held 2,51,000 equity shares representing 100.00% of paid up share capital of VIPL. Accordingly, VIPL became a wholly owned subsidiary of the company with effect from April 2,2025.
44 Additional Regulatory Information
(a) The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
(b) Maintenance of Audit Trail Log
The Company has used an accounting software(s) i.e. Tally Prime 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(s) and the management did not come across any instance of the audit trail feature being tampered with.
(c) Disclosures under Rule ll(e)(ii) of the Company (Audit & Auditors) Rule, 2014
No funds have been received by the Company in current and previous year from any persons or entities, including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(d) Details of benami property held
No proceeding has been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.
(e) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or any lender.
(f) Undisclosed Income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(g) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(h) Revaluation of Property,Plant and Equipment
The Company has not revalued its property, plant and equipment during the current or previous year.
(i) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(j) The Company has been sanctioned working capital limits in excess of ? 5.00 crore, in aggregate, during the year, from banks or financial institutions on the basis of security of current assets during the financial year ended March 31,2026.The quarterly returns /statements filed by the company with such banks are in agreement with the books of accounts of the Company.
(k) Rounding off amounts
All amounts disclosed in the financial statements and the accompanying notes have been rounded off to the nearest lakhs as per the requirement of schedule HI of the Companies Act, 2013 unless otherwise stated.
45 Previous Year figures have been regrouped/ reclassified as necessary
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