Your Directors have pleasure in presenting their 11th Annual Report on the business and operations ofthe Company and the Audited Financial Statements (consisting of Balance sheet, statement of Profit andLoss and cash flow statement) of the Company for the Financial Year ended March 31, 2025.
The Financial performance of the Company for the Financial Year ended March 31, 2025 has beenconsiderably good since the total turnover of the Company as compared to previous financial yearincreased significantly. The operating results of the Company for the Financial Year ended March 31,2025 are as under:
(Amount in Lakhs)
PARTICULARS
Year endedMarch 31, 2025
Year endedMarch 31, 2024
Turnover
27,301.07
23,351.54
Other Income
7.53
0.40
Total Income
27,308.60
23,351.94
COGS & Other Expenses
26,111.29
22,402.62
Finance Costs
40.93
8.76
Depreciation
395.53
406.02
Profit/(loss) before exceptional items and tax
760.85
534.53
Exceptional items
-
(5.53)
Profit / (loss) before tax
529.00
Prior Period Item
0.00
Tax expense:
Current tax
Deferred tax Assets
(17.11)
(76.79)
Total tax expense
Profit/(Loss) after tax
777.96
605.79
Earning per Equity sharesBasic
13.77
10.72
Diluted
Your directors inform you that your company has posted a Net Profit of INRs. 777.96 lakhs for theyear and in order to conserve the financial resources for further growth and aiding the financial
resources, your Directors have decided, not to recommend any dividend for the financial year endedon March 31, 2025.
During the period under review, there has been no change in the Capital Structure of the Company.However after the close of the financial year, the Board of Directors at its meeting held on May 28,2025, had approved an increase in the authorized share capital of the Company from INRs.
6.50.00. 000 (Rupees Six Crore Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakhs) equityshares of INRs. 10/- each to INRs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 100,00,000(One Hundred Lakhs) Equity Shares of INRs. 10/- (Rupees Ten) each by creation of additional
35.00. 000 (Thirty Five Lakhs) equity shares of INRs. 10/-(Rupees Ten) each to facilitate capitalraising in the future and the business expansion and the same was also approved by theshareholders through an Ordinary Resolution passed at the Extra-ordinary meeting of the Companyheld on June 27, 2025. Accordingly, Clause V of the Memorandum of Association was altered toreflect the revised authorized share capital of the Company.
There were no other changes in paid-up equity share capital as on March 31, 2025, which stood atINRs. 5,64,86,120 comprising 56,48,612 equity shares of INRs. 10 each.The Company has notmade any issue of shares or allotment of shares during the year under review.
During the Financial Year ended March 31, 2025 the Company has not transferred any amount to theGeneral Reserve.
During the period under review, there is no amount of unpaid/unclaimed dividend which is required totransfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act,2013.
Your Company’s financial performance for the financial year under review showed a substantialimprovement and has been encouraging. During the financial year under review, the Company hasachieved a gross turnover of INRs. 27,301.07 Lakhs in comparison to previous year’s turnover ofINRs. 23351.54 Lakhs. It represented an increase of 16.91% over the previous year. Your Companyhas earned a PAT of INRs. 777.96 Lakhs as against previous year’s PAT of INRs. 605.79 Lakhs.
The Financial Year 2024-25 has been an important year for the Company from the point of view ofgetting good business prospects and transforming the prospects into the revenues. The Companycontinues to operate in the retail segment through its stores and e-commerce platforms, engaged in
B2B sales and is actively exploring growth opportunities within the B2B segment. It has registered agrowth of 16.91% in revenue and 28.42% in profit after tax over the previous year, indicating robustbusiness performance and cost management.
Future Outlook:
Your Company is optimistic about its growth in the coming years. The organized retail and grocerysegment in India is growing steadily, and consumer preferences are shifting toward convenient andvalue-driven shopping through online and offline channels.
Management anticipates maintaining the growth trajectory with similar year-on-year improvement inboth revenue and profitability metrics through:
• Expanding high-margin product categories.
• Leveraging economies of scale to improve profitability margins.
• Conservative capital allocation and prudent financial planning.
The Company is actively evaluating new store openings and expansion opportunities, with theobjective of consolidating its market presence. The Company remains focused on sustainable andprofitable growth.
On Door Concepts Limited is confident of achieving higher performance in the future.
7. Change in the nature of business
During the year under review, there has been no change in the nature of the business of theCompany.
8. Listing on SME Platform
Your Company is listed on the SME Platform of NSE (EMERGE) since November 01, 2023. Being aSME-listed company, corporate governance provisions under Regulation 15(2) of SEBI (LODR)Regulations, 2015 are not mandatory.
The Company has duly paid the applicable Annual Listing Fees for the Financial Year 2025-26 to theStock exchange where its equity shares are listed and has ensured compliance with all the applicablelisting regulations.
09. Utilization of IPO Proceeds
The Company has utilized the IPO proceeds during the financial year 2023-24 and there are nodeviation(s) or variation(s) in respect of the utilization of the proceeds of the Initial Public Offer by theCompany as per Regulation 32(1)(a) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and has submitted the StatutoryAuditor's Certificate on the utilization of IPO proceeds to the Exchange on November 14, 2024.
10. Dematerialization of Shares
As on March 31 2025, all Equity Shares of the Company are in dematerialized form with either of thedepositories viz. NSDL and CDSL. The breakup of the equity shares held in dematerialized andphysical form as on March 31, 2025 are as follows:
MODE
SHARES
% TO CAPITAL
NSDL
4093400
72.47
CDSL
1555212
27.53
Physical
0
Total
5648612
100
The ISIN No. allotted to the Company is INE00ER01015 and Registrar and Share Transfer Agent isBIGSHARE SERVICES PRIVATE LIMITED.
11. Material changes and commitments, affecting the financial position of the Company which haveoccurred between the end of the Financial Year of the Company to which the Financial Statementsrelate and the date of the Report.
Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board confirms thatthere have been no material changes and commitments, affecting the financial position of theCompany, which have occurred between the end of the Financial Year i.e., March 31, 2025, and thedate of this Report.
The Company continues to operate its business in the ordinary course and remains financially stable.Any developments or strategic decisions made during this period are in line with the Company’s long¬term objectives and have not adversely impacted its financial position.
12. Details of significant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and Company’s operations in future
There are no significant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and Company’s operations in future.
13.Risk Management
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to keybusiness objectives. The Company during the year had formalized the same by formulating andadopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize theidentifiable risks in the organization.
The Company does not fall under the ambit of the top 500 listed entities, determined on the basis ofmarket capitalization as at the end of the immediately preceding financial year. Hence, compliance
under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 isnot applicable on the Company.
The Company has in place an adequate internal financial control system commensurate with the size,scale, and complexity of its operations. These controls are designed to provide reasonable assuranceregarding the reliability of financial reporting, compliance with applicable laws and regulations, andthe effectiveness and efficiency of operations.
During the year under review, the internal financial controls were tested and evaluated by bothinternal and statutory auditors. No material weaknesses in the design or operation of controls wereobserved. The systems and procedures adopted by the Company ensure orderly and efficient conductof its business, safeguarding of its assets, prevention and detection of frauds and errors, accuracyand completeness of accounting records, and timely preparation of reliable financial statements.
The Audit Committee and the Board of Directors periodically review the adequacy and effectivenessof the internal control systems and take appropriate steps to strengthen them further as required.
The details relating to deposits, covered under Chapter V of the Act, -
(a) Accepted during the year: NIL
(b) remained unpaid or unclaimed as at the end of the year: NIL
(c) Whether there has been any default in repayment of deposits or payment of interest thereonduring the year and if so, number of such cases and the total amount involved: NIL
As at the end of the year under review, the Company has outstanding balance of secured loan fromFinancial Institutions amounting to INRs. 910.00 Lakhs and unsecured loan amounting to INRs.192.80 Lakhs from OXYZO Financial Services Limited and the related parties respectively.
The Management Discussion and Analysis as required in terms of the Listing Regulations is annexedto the report as “Annexure I” and is incorporated herein by reference and forms an integral part ofthis report.
M/s B.C.P. Jain & Co., Chartered Accountants, Bhopal (ICAI Firm Registration Number 000802C) wereappointed as the Statutory Auditors of the Company at the 06th Annual General Meeting held on
December 31, 2020 for a term of 5 Years. The Company proposed to re-appoint them to hold officefor second term of 5 years from the conclusion of this Annual General Meeting till the conclusion ofSixteenth Annual General Meeting of the Company subject to approval by the members at theupcoming Annual General Meeting of the Company.
The Company has received a written consent from M/s B.C.P. Jain & Co. along with a certificateconfirming that their re-appointment, if made, would be in accordance with the provisions of Section139 read with Section 141 of the Companies Act, 2013.
M/s B.C.P. Jain & Co. Chartered Accountants, have audited the books of accounts of the Company forthe Financial Year ended March 31, 2025 and have issued the Auditors' Report thereon. There are noqualifications, or reservations or adverse remarks or disclaimers in the said report. Further, no fraudhas been reported by the Auditors to the Audit Committee or the Board during the period underreview.
The Auditor's Report, read together with the notes on financial statements are self-explanatory andhence do not call for any further comments under Section 134 of the Act.
Cost Auditors & their report:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and other applicable rules andprovisions, if any, the requirement of Cost Audit is not applicable to the Company.
Secretarial Auditors & their report:
Pursuant to section 204 of the Companies Act, 2013, and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company tohave Company Secretary in practice for furnishing the secretarial audit report, in Form MR-3accordingly M/s Piyush Bindal& Associates have been appointed as Secretarial Auditors of theCompany. The Secretarial Audit Report for the financial year ended March 31, 2025, as requiredunder Section 204 of the Act is annexed with this Annual Report. The Secretarial Auditors’ Report forfiscal 2025 does not contain any qualification, reservation, or adverse remark. The SecretarialAuditors’ Report is enclosed as Annexure II to the Board’s report, which forms part of this IntegratedAnnual Report.
Internal Auditors:
The Company has in place adequate internal financial controls with reference to the financialstatement. The Audit Committee of the Board periodically reviews the internal control systems withthe management and Statutory Auditors. Further, the Board appointed M/s. Akash Saxena & Co.,Chartered Accountants (Firm Reg. No. 028465C) on May 29, 2024 to act as an Internal Auditor of theCompany for the Financial Year 2024-25.
The Company does not have any Subsidiaries/Associate Companies and has not entered into a jointventure with any other Company.
In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the compliance with Corporate Governance provisions as specified inRegulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D andE of Schedule V is not applicable to companies listed on the SME Platform.
Accordingly, the Report on Corporate Governance is not required to be furnished by the Company forthe financial year under review. Hence, corporate governance report does not form a part of thisBoard Report, though we are committed towards best corporate governance practices. However,your Company undertakes that when the above said provision is applicable to the Company thesame will be duly complied within the period of 6 months.
As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the periodunder review, your Company has not issued equity shares with differential rights.
As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the periodunder review, your Company has not issued Sweat equity shares.
As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the periodunder review, your Company has not issued equity shares under the scheme of employee stockoption.
As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no votingrights exercised directly or indirectly by the employees in respect of shares held by them.
As per Section 92(3) of the Companies Act, 2013, the Company is having website “www.ondoor.com”and the Annual Return for the Financial Year 2024-25 will be placed on its website after filing of thesame done with Registrar of Companies, Ministry of Corporate Affairs.
The particulars as required to furnish for the year 2024-25 are under:
S.No.
Particulars
Comments
(A)
Conservation of energy
(i)
the steps taken or impact on conservation ofenergy;
In view of business activities, theCompany is not a manufacturingCompany and using very lesspower for its business activitieshence it is not beneficial for theinterest of the company to takesubstantial steps for theconservation of energy.
(ii)
the steps taken by the Company for utilizingalternate sources of energy;
(iii)
the capital investment on energy conservationequipments
(B)
Technology absorption
the efforts made towards technology absorption
The Company uses latesttechnology and equipment in itsbusiness. Further, the Company isnot engaged in any manufacturingactivity.
the benefits derived like product improvement,cost reduction, product development or importsubstitution;
in case of imported technology (imported duringthe last three years reckoned from the beginning ofthe financial year)-
(a) the details of technology imported
(b) the year of import
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorptionhas not taken place, and the reasons thereof; and
(iv)
the expenditure incurred on Research andDevelopment
No expenditure incurred onResearch & Development duringthe year.
(C)
Foreign exchange earnings and Outgo
Inflow
Out Flow
The Foreign Exchange earned in terms of actualinflows during the year and the Foreign Exchangeoutgo during the year in terms of actual outflows
The Company has following Directors as on date of this report:
S. No
Name of Director
Designation
Date of
DIN
Appointmenton CurrentDesignation
1
Mr. Narendra Singh Bapna
Chairman and ManagingDirector
08.05.2023
03201953
2
Mr. Pramod Ramdas Ingle
Whole Time Director
03201939
3
Mrs. Vaishali Ingle
Executive Director
13.04.2023
07022154
4
Mr. Ratnakar Venkappa Rai
Independent Director
00126309
5
Mrs. Sangita Bhamesh Kamble
10130251
6
Mrs. Shivani
Shivshankar
09359208
Tiwari
All the directors of the Company have confirmed that they satisfy the fit and proper criteria asprescribed under the applicable regulations and that they are not disqualified from being appointedas directors in terms of Section 164(2) of the Companies Act, 2013.
During the Financial Year 2024-25, there were no changes took place in the composition of theBoard.
Further, pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of theCompany during the period under review are: -
Mrs. Vaishali Bakliwal
Company Secretary (CS) & Compliance Officer
Mr. Rahul Gurmalani
Chief Financial Officer (CFO)
(a) Constitution of the Board
The Board of Directors of the Company comprises an appropriate mix of Executive and Non-ExecutiveDirectors, including Independent Directors, in compliance with the provisions of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, asapplicable to companies listed on the SME Platform as on March 31, 2025, the Company’s Boardcomprises of 6 (Six) Directors, comprising of Three Executive Director and Three Non-ExecutiveIndependent Directors.
The Members of the Board are highly qualified and having varied experience in their respective fieldand they assist the Board to discharge their functions from time to time. The Board is satisfied thatthe current composition reflects an appropriate mix of knowledge, skills experience, expertise,diversity, and Independence. The Board provides leadership, strategic guidance, an objective andindependent view to the Company’s management while discharging its fiduciary duties, therebyensuring that the management adheres to the high standards of ethics, transparency, and disclosure.
(b) Meetings of the Board
The Board meets at regular intervals to discuss Company operations apart from other Boardbusiness. The Board continues to guide the Company with strategic insight, sound governance, andaccountability, in line with its commitment to long-term stakeholder value creation.
The Company prepares the schedule of the Board Meeting in advance to assist the Directors inscheduling their program. The agenda of the meeting is circulated to the members of the Board wellin advance along with necessary papers, reports, recommendations and supporting documents sothat each Board member can actively participate on agenda items during the meeting.
During the Financial year 2024-25, the Board met 4(Four) times as per Section 173 of theCompanies Act, 2013 which is summarized below and the maximum interval between any twomeetings did not exceed 120 days.
Date of Board Meeting
Board Strength
No. of Directors
No. of Director Absent
Present
29.05.2024
29.08.2024
14.11.2024
13.03.2025
And the company conducted 10th Annual General Meeting on September 30, 2024 for passing theshareholder’s resolution on various matters.
Attendance details of Directors during the Financial Year ended March 31, 2025 are given below:
Name of the Directors
Category
Number of Board
Meetings attended
Chairman & Managing Director
Mrs. Vaishali Pramod ingle
Mrs. Shivani Shivshankar Tiwari
(c) Directors seeking re-appointment
In terms of the provisions of the Companies Act, 2013, Mrs. Vaishali Pramod Ingle (DIN: 07022154),Executive Director of the Company will retire by rotation and being eligible, offer herself forreappointment at the forthcoming 11thAnnual General Meeting.
The Board recommends her re-appointment for the consideration of the Members of the Company atthe ensuing Annual General Meeting.
In case of appointment/re-appointment of Directors, the details of respective Directors as stipulatedunder the secretarial standards and required under Regulation 36(3) of Listing Regulations, 2015 areincluded as annexure in the Notice of forthcoming 11th Annual General Meeting of the Company.
(d) Separate Meeting of Independent Director: Board Evaluation and Discussions with IndependentDirector
Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board’spolicy is to regularly have separate meetings with Independent Directors, to update them on allbusiness-related issues, new initiatives and changes in the industry specific market scenario. Duringthe Financial Year 2024-25, 1(One) meeting of Independent Director was held on March 13, 2025and had reviewed the performance of the Board as a whole.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR)Regulations, 2015, the Board has carried out an annual performance evaluation of its ownperformance and the Directors expressed their satisfaction with the evaluation process.
(e) Declaration by Independent Director
During the Financial Year 2024-25, the Company has received the necessary declaration from eachIndependent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out inSection 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience(Including the proficiency of the independent director as ascertained from the online proficiency self¬assessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1)of Section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. Theyfulfil the conditions specified under the Companies Act, 2013.
Further, as per the Companies (Creation and Maintenance of Databank of Independent Directors)Rules, 2019 and Companies (Appointment and Qualification of Directors) Rules, 2014 as amendedfrom time to time, the declaration received from the Independent Directors of the Company related toonline Proficiency Self-Assessment Test.
(f) Information available for the members of the Board
The Board has complete access to any information within the Company, The Company has providedinter alia following information’s and discussed the matters:
• Financial results for the Company;
• Minutes of meeting of the Board.
• Periodic compliance reports which includes non-compliance, if any,
• Disclosure of Interest received from Directors;
• Related party transactions;
• Regular business updates;
• Report on action taken on last Board Meeting decisions;
• Various Policies of the Board
• Discussion with the Auditors.
In terms of the Companies Act, 2013, your Company has already constituted the followingCommittees of the Board:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee
iv. Executive Committee of Board
The Audit Committee of the Company is constituted in line with the provisions of the Regulation 18 ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“SEBI Listing Regulations”) read with Section 177 of the Companies Act, 2013(“Act”).
The composition, quorum, terms of reference, functions, powers, roles and scope are in accordancewith provision of Section 177 of the Companies Act, 2013. All the members of the committee arefinancially literate. During the Financial Year 2024-25, 4(Four) meetings were held, the dates ofwhich are29.05.2024, 29.08.2024, 14.11.2024 and13.03.2025. The following is the composition ofthe Audit Committee:
Sr.
Position in
Number of Meetings
No
Committee
Attended
1.
Mr. RatnakarVenkappa Rai(DIN: 00126309)
Independent
Director
Chairman
2.
Ms. ShivaniShivshankar Tiwari(DIN: 09359208)
Member
3.
Ms. SangitaBhameshKamble(DIN: 10130251)
The Nomination and Remuneration Committee of the Company is constituted in line with theprovisions of the Regulation 19 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Section 178 ofthe Companies Act, 2013 (“Act”).
The composition, quorum, terms of reference, functions, powers, roles and scope are in accordancewith provisions of section 178 of the Companies Act, 2013. The Policy is available on the website ofthe Company. During the year ended, 1(One) meeting of the Committee was held on August 29,2024. The following is the composition of the Nomination and Remuneration Committee -
Number of
Meetings Attended
Ms. Shivani ShivshankarTiwari(DIN: 09359208)
Chairperson
Mr. Ratnakar Venkappa Rai(DIN: 00126309)
Ms. Sangita BhameshKamble (DIN: 10130251)
The Stakeholders Relationship Committee of the Company is constituted in line with the provisions ofthe Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Section 178 of theCompanies Act, 2013 (“Act”).
The composition, quorum, terms of reference, functions, powers, roles and scope are in accordancewith provisions of section 178 of the Companies Act, 2013.During the year ended,1(One) meeting ofthe Committee was held on May 29, 2024. The following is the composition of the StakeholdersRelationship Committee:
Ms. Sangita BhameshKamble(DIN: 10130251)
Mr. Narendra Singh Bapna(DIN: 03201953)
Managing
The details of complaints received and resolved during the Financial Year ended March 31, 2025 aregiven in the table below:
Number of Complaint
Investor Complaints:
Opening as on April 01, 2024
Received during the Year
Resolved during the Year
Closing as on March 31, 2025
The Executive Committee of the Board was set up in the Board Meeting of March 09, 2024 to handleurgent matters that require consideration outside of regular board meetings. The ExecutiveCommittee is headed by the Managing Director (MD) with other Functional Directors as Members andensure day-to-day operations of the Company within the Board approved framework includingstrategic management of the Company’s businesses, supervise and monitor implementation ofbusiness plans, formulate, and implement control systems, urgent decision-making, guiding top
management, daily operations, compliance, and crisis leadership.
During the Financial Year 2024-25, 3(Three) meetings were held, the dates of which are 13.05.2024,31.12.2024 and 07.03.2025.The following is the composition of the Executive Committee:
Mr. Narendra SinghBapna(DIN: 03201953)
Chairman andManaging Director
Mr. Pramod Ramdas
Ingle(DIN: 03201939)
Mrs. Vaishali PramodIngle(DIN: 07022154)
Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting oftrades by Designated persons under the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulation, 2015 (“Code”) for prohibition of insider trading in the securities of theCompany to curb the practice for dealing in the securities while possessing Unpublished PriceSensitive Information (“UPSI”) by the Insiders of the Company.
The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublishedprice sensitive information. Your Company has also formulated and adopted the Policy andProcedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information[Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading)Regulations, 2015].
The Company has laid down a code of conduct for all Board members and Senior Management andIndependent Directors of the Company. All the Board members including Independent Directors andSenior Management Personnel have affirmed compliance with the code of conduct.
The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims forconducting the affairs in a fair and transparent manner by adopting highest standards ofprofessionalism, honesty, integrity and ethical behavior. All permanent employees of the Companyare covered under the Vigil Mechanism Policy.
A mechanism has been established for employees to report concerns about unethical behavior,actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequatesafeguards against the victimization of employees who avail of the mechanism and allows directaccess to the Chairperson of the Audit Committee in exceptional cases. Further, no whistle blowercomplaint has been received during the Financial Year 2024-25. The Policy is available on thewebsite of the Company.
Your Company is committed to discharging its social responsibilities as a good corporate citizen.
The provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company in theprevious financial years. However, based on the audited financial statements for the Financial Year2023-24, the increase in the Company's net profits triggered the applicability of Section 135 of theCompanies Act, 2013 with effect from April 1, 2024.
Consequently, the CSR Policy indicating the activities to be undertaken by the Company has beenapproved by the Board at its meeting held on August 29, 2024.In accordance with Section 135(9) ofthe Companies Act, 2013, since the CSR obligation of the Company does not exceed the prescribedthreshold, the constitution of a CSR Committee is not required.
As per average net profit of the Company calculated as per the applicable provisions of theCompanies Act, 2013, the Company was not required to spend any amount towards CSR activitiesduring the Financial Year 2024-25. Therefore, Annual Report on CSR activities is not required to beannexed and does not form an integral part of this Report.
The company has not given any loan to any person or other body corporate or given any guarantee orprovided security in connection with a loan to any other body corporate or person or acquired by wayof subscription, purchase or otherwise, the securities of any other body corporate during the financialyear under review.
All the related party transactions that were entered into during the financial year ended March 31,2025 were on arm’s length basis and were in the ordinary course of business and have been notedthrough resolutions. Therefore, the provisions of Section 188 were complied with during the yearunder review and there were no material contract and arrangements entered by the Company with itsrelated parties not on arm’s length basis and therefore, no details are required to be mentioned inthe FormAOC-2.
Disclosures under Section 197(12) of the Companies Act, 2013 read with 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of remunerationdrawn during the financial year 2024-25, by Directors and Key Managerial Personnel is annexed tothe Board's report as Annexure-III.
However, none of the employee was in receipt of remuneration exceeding INRs. 102.00 Lakhs ormore per annum or INRs. 8.50 Lakhs per month or more during the Financial Year 2024-25,therefore details of top ten employees are not required to be annexed with.
The Company has zero tolerance for sexual harassment at workplace. The Company has adopted apolicy on prevention, prohibition and redressal of sexual harassment at workplace in line with theprovisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013 and the rules framed there under.
Further, during the year under review, no complaints were received, nor are any complaints pendingfor more than ninety days or outstanding for redressal as on March 31, 2025 under SexualHarassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 in respect of theCompany.
The Company is in the process of revising Maternity Benefit Policy during the current financial year toincorporate enhanced provisions, in line with the provisions of the Maternity Benefit Act, 1961 andthe amendments thereto. This policy is being formulated to provide a structured framework forextending maternity and related benefits to eligible women employees and to promote a supportivework environment.
During the year under review, there have been no instances requiring reporting under the said Act,and the Company remains committed to ensuring full compliance with the applicable provisions inletter and spirit.
The Directors have devised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards and that such systems are adequate and operating effectively.
Your Directors state that no disclosure or reporting is required in respect of the following items asthere were no transactions on these items during the year under review:
a. Provisions dealing with purchase of its own shares by a company, Provisions governing Issue ofSweat Equity and Employees Stock Options Scheme, issue of shares with differential voting rightsetc. regulated by the Act under Companies (Share Capital & Debentures) Rules, 2014.
b. There were no application made during the year and there were no proceeding pending under theInsolvency and Bankruptcy Code, 2016 (31 of 2016) at the end of the financial year.
c. As there was no settlement that has been made with any Banks or financial Institutions duringthe year therefore, there is no requirement of reporting the required information as per theSection 134(3) and the rules made thereunder.
Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act,2013, with respect to the Directors' Responsibility Statement the Directors confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit of theCompany for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
(d) There is no fraud which are reportable by the Auditors to the Central Government, and whichneeds to be disclosed in the Board report during the year under review.
(e) The directors had prepared the annual accounts for the Financial Year ended March 31, 2025 ona going concern basis; and
(f) The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Company is grateful and would like to thank its customers, shareholders, debentures holders,suppliers, financial institutions, bankers, auditors, company secretary, Central and StateGovernments for their constant support to the Company. The Directors also place on record theirdeep appreciation of the contribution made by employees at all levels the consistent growth of theCompany was made possible by their hard work, loyalty, dedication, co-ordination and support.
Chairman& Managing Director Whole Time Director
DIN:03201953 DIN:03201939