The Company's Financial Performance for the year ended as on 31st March, 202 5 when contrasted with theearlier year is summed up hereinunder. The financial statements of the Company are prepared inaccordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) notified under Section133 of the Companies Act, 2013 as amended from time to time.
Particulars
2024-2025
2023-2024
(Rs.)
Net Revenue from Operations
1973.38
1025.30
Other Income
0
00.22
Total Revenue
1025.52
Total Expenses
1167.97
813.85
Profit before tax
805.41
211.67
Profit after tax
494.67
155.77
The Company is a Category B Non-Banking Finance Company (NBFC) registered with the Reserve Bankof India (RBI). During the financial year under review, the Company has generated revenue of Rs.1973.38 lakhs as compared to the previous year's revenue of Rs. 1025.52 lakhs from its operationalactivity, resulting in the net profit in the current year of Rs. 494.67 lakhs as compared to previousyear's net profit of Rs. 155.77 lakhs.
The Company continues to carry out the same activities and during the period under review there wasno change in the nature of business.
The credit balance of Profit and Loss account is transferred to reserves as shown in Balance Sheet ofthe Company in accordance with the provision of RBI Act and Companies Act, 2013.
Given the company's current growth stage, it aims to retain all earnings generated from its operations.As a result, the Board has decided not to declare any dividends, despite the growth achieved this year.Considering the prevailing economic conditions, the Directors have chosen to preserve the profits tosupport further organizational growth and development.
Pursuant to Sections 149,152, and other applicable provisions of the Companies Act, 2013, one-thirdof the Directors as are liable to retire by rotation shall retire every year and if eligible, offer themselvesfor re-appointment at every Annual General Meeting. Consequently, Ssamta A. Gaala, Director willretire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re¬appointment in accordance with the provisions of the Companies Act, 2013.
SR.
NO.
NAME OF DIRECTORS
DIN
DATE
APPOINTMENT
OF
1.
Amarr Narendra Galla
07138963
07/07/2015
2.
Jayesh G. Patel
06942623
20/02/2015
3.
Ssamta A. Gaala
07138965
27/03/2015
4.
Akash Shailesh Gangar
09079830
11/03/2021
5.
Hiren Mahesh Savla*
10420786
19/12/2023
6.
Rakeshkumar Dinesh Mishra**
06919510
26/07/2024
*Cessation due to Demise w.e.f. July 05, 2024
** Cessation due to personal reason w.e.f. July 28,2025 and Appointment of Mr. Hiren Gor (DIN: 08541613)as an Additional Independent Director w.e.f. August 05,2025
SR. NO.
NAME OFDIRECTORS
DIN/PAN
DATE OFAPPOINTMENT
DESIGNATION
Managing Director
Whole TimeDirector
Mehul Narendra Gala*
AEIPG9525N
12/11/2016
Chief FinancialOfficer
Anshul Bajaj
BGKPA6821J
21/06/2024
Company Secretary &Compliance Officer
Yogesh Mule
AJSPM8212F
07/02/2025
Chief Financial Officer
*Resigned w.e.f. January 31,2025 due to personal reasons.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 during theyear under review, the Board carried out the annual evaluation of its own performance. A structuredquestionnaire covering various aspects of the Board's functioning, such as adequacy of thecomposition of the Board and its Committees, Board culture, execution and performance of specificduties, obligation and governance, was distributed to each member of the Board and inputs werereceived. The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of Non-Independent Directors and the Board as a whole wascarried out by the Independent Directors. The Directors expressed their satisfaction with theevaluation process.
At present the securities of the Company are listed on BSE Limited and the Company has been regularin paying the listing fees and other statutory payments to the Stock Exchange and other intermediaries.
As on March 31, 2025, the authorized share capital is Rs. 60,00,00,000/- (Rupees Sixty Crores) dividedinto 6,00,00,000 (Six Crores) equity shares of Rs.10/- (Rupees Ten) each. The Subscribed, Issued andPaid up Capital of the Company is Rs. 57,16,66,670/- (Rupees Fifty-Seven Crore Sixteen Lakh Sixty-SixThousand and Six Hundred Seventy) divided into 5,71,66,667 (Five Crore Seventy-One Lakh Sixty-sixThousand and Six Hundred Sixty-Seven) equity shares of Rs.10/- (Rupees Ten) each.
Further, The Company has increased its authorized share capital from Rs. 34,00,00,000/ - (RupeesThirty-Four Crores Only) divided into 3,40,00,000 (Three crore and Forty Lakh) equity shares of Rs.10/- (Rupees Ten only) each to Rs. 49,00,00,000/- (Rupees Forty-Nine Crores) divided into4,90,00,000 (Four Crores and Ninety Lakh) equity shares of Rs.10/- (Rupees Ten) each, was dulyapproved by the members through a Postal Ballot and the results of which were announced at themeeting held on May 18, 2024.
Furthermore, The Company has increased its authorized share capital from Rs. 49,00,00,000/-(Rupees Forty-Nine Crores) divided into 4,90,00,000 (Four Crores and Ninety Lakh) equity shares ofRs.10/- (Rupees Ten) to Rs. 60,00,00,000/- (Rupees Sixty Crores) divided into 6,00,00,000 (Six Crores)equity shares of Rs. 10/- (Rupees Ten) each, which was duly approved by the members in the Extra¬ordinary general meeting held on March 15, 2025.
No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this Report relates and the date of this report except
the following-:
(a) The Company has allotted 3,46,76,061 fully paid-up Equity Shares of face value of ^10 each, issuedat a price of ^13 per share (inclusive of a share premium of ^3 per share) on a rights basis to theexisting equity shareholders of the Company.
(b) The Company has allotted 81,66,667 fully paid-up bonus equity shares of Rs. 10/- each in the ratioof 1 (One) new fully paid-up equity share of Rs. 10/- (Rupees Ten only) for every 6 (Six) existingfully paid-up equity share of Rs. 10/- (Rupees Ten only) to the eligible shareholders of theCompany.
(c) The members in the Extra-ordinary general meeting held on March 15, 2025, passed a resolutionapproving the sub-division of Equity Shares of the company. Pursuant to this resolution, eachEquity Share of the company having a nominal value of Rs. 10/- (Rupees Ten only) shall be sub¬divided into 10 (Ten) Equity Shares of nominal value Re. 1/- (One Rupee) each, fully paid-up.
To the best of their knowledge and belief and according to the information and explanations obtained
by them, your Directors make the following statement:
a. That in the presentation of the annual accounts for the year ended March 31, 2025, applicableaccounting standards have been followed and that there are no material departures;
b. That they have, in the selection of the accounting policies, consulted the statutory auditors and haveapplied them consistently and made judgments and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company for the year ended March 31,2025 and of the profit of the Company for the year ended on that date;
c. That they have taken proper and sufficient care, to the best of their knowledge and ability, for themaintenance of adequate accounting records in accordance with the provisions of the CompaniesAct for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. That the annual accounts have been prepared on a going concern basis;
e. That internal financial controls followed by the Company are adequate and were operatingeffectively;
f. That the systems to ensure compliance with the provisions of all applicable laws were adequateand operating effectively.
The Company does not have any Holding, subsidiary, associate, or joint venture, during the periodunder review.
The Company has in place, a Code of Conduct for the Board of Directors and Senior ManagementPersonnel, which reflects the legal and ethical values to which the Company is strongly committed. TheDirectors and Senior Management Personnel of the Company have complied with the code asmentioned hereinabove. The Directors and Senior Management Personnel have affirmed compliancewith the Code of Conduct applicable to them, for the financial year ended March 31, 2025. The saidCode is available on the website of your Company at www.enbeetrade.com.
Sr. No.
Remarks
1
Energy conservation measures taken
NIL
2
Additional investments and proposals ifany, being implemented for reduction ofconsumption of energy
3
Impact of the measures at (a) and (b) abovefor reduction of energy consumption andconsequent impact on the cost ofproduction of goods
4
Total energy consumption and
energy consumption per unit ofProduction
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
A.
Power and fuel consumption
B.
Consumption per unit of production
Research and Development
T echnology Absorption, Adaptation and Innovation
Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, aremade available at the registered office of the Company. The members desirous of obtaining the same maywrite to the Company.
Current year
Previous Year
Foreign Exchange earnings
Foreign Exchange Out go
The Company is registered as Non-Deposit Accepting NBFC (NBFC-ND) since April 20, 1998. During the periodunder review, the Company has not accepted or invited any deposits from public.
The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordancewith the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/IndianBank's Association) guidelines.
There have been no significant and material orders passed by any regulators or courts or tribunals impactingthe going concern status and company's operations in future.
Name of the Directors
Designation / category
Chairman & ManagingDirector
Executive Director
Non-Executive Director
Mr. Rakeshkumar Dinesh Mishra*
*Cessation due to personal reason w.e.f. July 28, 2025 and Appointment of Mr. Hiren Gor w.e.f. August 05,2025
The Board meets at regular intervals to discuss and decide on Company/ business policy and strategy apartfrom other Board business. The Board/Committee Meetings are pre-scheduled and a tentative annualcalendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them toplan their schedule and to ensure meaningful participation in the meetings. However, in case of a special andurgent business need, the Board's approval is taken by passing resolutions through circulation, as permittedby law, which are confirmed in the subsequent Board meeting.
15-04-2024
26-07-2024
22-11-2024
27-05-2024
10-08-2024
27-01-2025
18-06-2024
14-08-2024
07-02-2025
21-06-2024
02-09-2024
17-03-2025
22-07-2024
26-10-2024
25-03-2025
The intervening gap between any two meetings was within the period prescribed by the Companies Act,2013. The maximum interval between any two meetings did not exceed 120 days as prescribed under theCompanies Act, 2013.
Name of director
No. of
meetings
held
No. ofmeetingsAttended
Last AGMAttended
Amarr NarendraGalla
15
Yes
Akash ShaileshGangar
Hiren Mahesh Savla
04
NA
Rakesh Kumar DineshMishra
09
NO. OFHELD
SHARES
PERCENTAGE OF TOTAL PAID-UPSHARE CAPITAL
Amarr
Narendra
Galla
Managing
Director
41,04,900
7.18
SsamtaA. Gaala
16,25,053
3.44
> Cessation of Mr Hiren Mahesh Savla (DIN: 10420786) as a Non-Executive Director w.e.f 05/07/2024.
> Appointment of Ms. Anshul Bajaj as a Company Secretary w.e.f 21/06/2024.
> Appointment of Mr. Rakeshkumar Dinesh Mishra (DIN: 06919510), as Additional, Non-ExecutiviIndependent Director w.e.f. 26/07/2024.
> Cessation of Mehul Gala as CFO w.e.f 31/01/2025.
> Appointment of Yogesh Mule as CFO w.e.f 07/02/2025.
The Company has the following Committees of the Board:a. Audit Committee:
Sr
No.
Name
Designation
Chairman
Member
Akash S. Gangar
b. Stakeholders Relationship Committee:
Amarr N. Galla
c. Nomination & Remuneration Committee:
SrNo.
*Hiren Mahesh Savla
**RakeshKumar Dinesh Mishra
* Cessation due to Demise w.e.f. July 05,2024
** Cessation due to personal reason w.e.f. July 28,2025 and Appointment of Mr. Hiren Gor w.e.f. August 05,2025
The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22of SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015 framed a “Vigil MechanismPolicy” for Directors and employees of the Company to provide a mechanism to ensure adequate safeguardsto Employees and Directors from any victimization on raising of concerns of any violations of Legal orRegulatory requirements, incorrect or misrepresentation of any Financial Statements, Reports, etc. TheEmployees of the Company have the right/option to report their concerns/grievances to the Chairperson ofthe Audit Committee.
The Company as part of the 'vigil mechanism' has in place a Board approved 'Whistle Blower Policy' to dealwith instances of fraud and mismanagement, if any. There was no reporting made by any employee inviolations of applicable laws, regulations and the Code of Conduct for the F.Y. 2024-25.
The Independent Directors of Company have confirmed and declared that they are not disqualified to act asDirectors and fulfill the conditions and possess necessary qualifications as applicable to IndependentDirectors in compliance with the provisions of Section 149 of the Companies Act, 2013. The Board is also ofthe opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013making them eligible to act as Independent Directors.
The Company has received declarations from all these Independent Directors confirming that they meet withthe criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 readwith the Schedules and Rules issued thereunder.
The Board states that it's present Independent Directors fulfil the conditions of integrity, expertise andexperience based on the size and operations of your Company. Further, the Board hereby states that theIndependent Directors have registered themselves with the Independent Directors Databank as required asper the MCA circular.
During the year under review, the Statutory Auditor or Secretarial Auditor have not reported any instancesof fraud in the Company committed by officers or employees of the Company to the Audit Committee underSection 143(12) of the Companies Act, 2013.
Social Welfare Activities has been an integral part of the Company since inception. The Company is committedto fulfill its social responsibility as a good corporate person. Section 135 of the Companies Act, 2013, has laiddown the requirement for constitution of Corporate Social Responsibility Committee, which shall beresponsible for laying down the CSR Policy, to a certain class or classes of Companies.
The compliance with Section 135 is applicable to specific class or classes of the Companies falling under thethreshold mentioned under the Act and rules framed there under. However, our Company does not fall underthe requisite threshold as mentioned under Section 135 during the financial year under review and thus thecompliance with the relevant provision of the Companies Act, 2013 is not applicable.
The Company hereby affirms that during the year under review, the Company has complied with all theapplicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'GeneralMeetings' respectively (including any modifications or amendments thereto) issued by the Institute ofCompany Secretaries of India.
The Company believes that internal control is a necessary concomitant of the principle of prudent businessgovernance that freedom of management should be exercised within a framework of appropriate checks andbalances. The Company remains committed to ensuring an effective internal control environment that interalia provides assurance on orderly and efficient conduct of operations, security of assets, prevention anddetection of frauds/errors, accuracy and completeness of accounting records and the timely preparation ofreliable financial information.
The Company's independent and Internal Audit processes, both at the Business and Corporate levels, provideassurance on the adequacy and effectiveness of internal controls, compliance with operating systems,internal policies and regulatory requirements.
The Company has in place adequate internal financial controls with reference to the Financial Statements.Such controls have been tested during the year and no reportable material weakness in the design oroperation was observed. Nonetheless the Company recognizes that any internal financial control framework,no matter how well designed, has inherent limitations and accordingly, regular audit and review processesensure that such systems are reinforced on an ongoing basis.
In pursuance to the provisions of Section 92(3), Section 134(3) (a) of the Companies Act, 2013 and Rule 12of Companies (Management and Administration) Rules, 2014, the copy of Annual Return for the financial yearended 31st March, 2025 is available on the website of the Company at www.enbeetrade.com
All transactions with related parties are placed before the Audit Committee for its prior approval. Further,only those members of the Committee, who are non-interested Directors, approve the related partytransactions. An omnibus approval from Audit Committee is obtained for the related party transactions whichare repetitive in nature.
All transactions with related parties entered into during the year under review were at arm's length basisand in the ordinary course of business and in accordance with the provisions of the Act and the rules madethereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.
The Audit Committee comprise solely of the Independent Directors and Nominee Directors. The members ofthe Audit Committee abstained from discussing and voting in the transaction(s) in which they wereinterested.
During FY 2024-25, the Detail of the related party entered between the Company and the related party aregiven in the Form AOC-2 as Annexure V, which is the part of this report, as required under Section 134(3)(h) of the Companies Act, 2013. The Board has approved a policy for related party transactions which hasbeen uploaded on the Company's website.
During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBIListing Regulations had been duly approved by the shareholders of the Company through postal ballot resultof which was declared on May 18, 2024.
The Company did not enter into any related party transactions during the year under review, which could beprejudicial to the interest of minority shareholders.
The Policy on Related Party Transactions is available on your Company's website at www.enbeetrade.com.Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed half yearlyreports to the stock exchanges, for the related party transactions.
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, a separate section oncorporate governance practices followed by the Company together with a certificate from the PracticingCompany Secretary confirming compliance forms an integral part of this Report marked as Annexure III.
Further, in compliance of Regulation 17(5) of the SEBI Listing Regulations, 2015, your Company has adopteda 'Code of Conduct and Ethics' for its Directors and Senior Executives.
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Circular/ Notifications/ Directionsissued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financialcondition and result of operations of the Company for the year under review is presented and attached withthis Report and marked as Annexure VI.
The Company has identified various risks faced by the Company from different areas. As per the provision ofthe Companies Act, 2013, the Board had adopted a risks management policy whereby a proper framework issetup. Appropriate structures are present so that risks are inherently monitored and controlled. Acombination of policies and procedures attempts to counter risks as and when they evolve.
Since the Company is engaged in the business of Non- Banking Financial Company, therefore the provisionsof Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is notapplicable to the Company
The matters related to Auditors and their Reports are as under:
Statutory Auditor
M/s. Ambavat Jain & Associates LLP., Chartered Accountants, Mumbai (Firm Regn. No.109681W) were re¬appointed as the Statutory Auditors of the Company at the 35th Annual General Meeting (AGM) till theconclusion of Annual General Meeting for the Financial year 2024-25.
The Board of Directors through resolution passed on 01st August, 2025 and based on the recommendation ofthe Audit Committee but subject to approval of shareholders at the ensuing General meeting of the company,have recommended the appointment of M/s HPVS & Associates, Chartered Accountants (FRN: 137533W) asthe Statutory Auditors of the Company after the completion of consecutive 5 year term of M/s Ambavat Jain& Associates LLP, Chartered Accountants, Mumbai (Firm Registration No.: 109681W).
The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.Secretarial Auditor
In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors of the Companyin their meeting held on August 01, 2025 has appointed M/s Feni Shah & Associates, Company Secretaries, asthe Secretarial Auditors of the Company, to conduct the Secretarial Audit for the Financial Year ended March31, 2025 and to submit Secretarial Audit Report in Form No. MR-3. A copy of the Secretarial Audit Reportreceived from M/s Feni Shah & Associates in the prescribed Form No. MR-3 is annexed to this Board's Reportand marked as “Annexure I” to this Report.
The Secretarial Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimeHowever, the report includes certain observations. The management has taken note of these and has provided thfollowing response along with relevant data and corrective measures undertaken:
1) The Company had referred to the checklist relating to reclassification available on the BSE website a thttps://www.bseindia.com/static/about/downloads.aspx, which prescribed a timeline of 30 days fosubmission of the reclassification application from the Board meeting. The company has complied the provisioand paid the fine levied by the BSE for Rs 1,35,700.
2) The Company notes the observations relating to timelines for certain regulatory submissions animplementation of applicable RBI circular requirements. Measures have been initiated to further streamlininternal processes for timely action on such matters.
The Company is committed to provide a protective environment at workplace for all its women employees.
T o ensure that every woman employee is treated with dignity and respect and as mandated under “The SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”, the Company has inplace an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up toredress the complaints received regarding sexual harassment at workplace. All employees including traineesare covered under this policy.
The following is the summary of sexual harassment complaints received and disposed of during the currentfinancial year.
Number of Complaints received: NILNumber of Complaints disposed of: NIL
The company maintained healthy, cordial and harmonious industrial relations at all levels, the enthusiasmand unstinting efforts of employees have enabled the company to remain at the leadership position in theindustry. It has taken various steps to improve productivity across organization.
Your Company is compliant with all the applicable RBI regulatory norms. The company is complying withall the provisions of the master directions and other applicable circulars, issued in this regard from timeto time.
The Company continues to have a provisioning policy which is in line with the RBI norms. It fulfils normsand standards laid down by the RBI relating to the recognition and provisioning of non - performing assets,capital adequacy, statutory liquidity ratio, etc.
There has not been any instance of one - time settlement of the company with any bank or financialInstitution. During the year under review, there was no proceeding, either filed by the Company or filedagainst the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, beforeNational Company Law Tribunal or other courts.
The Company recognizes its members as its most vital stakeholders. Therefore, the Company's operationsare dedicated to attaining high levels of operational performance and cost efficiency, fostering growth,and strengthening its productive assets and resources while maintaining a strong corporate reputation.Additionally, the Company is committed to creating value for all its stakeholders by ensuring that itscorporate actions have a positive impact on socioeconomic and environmental factors, contributing tosustainable growth and development.
The company is dedicated to fairness in both form and spirit in its dealings with customers. One of itsprimary objectives is to communicate transparently about terms, rights, and liabilities, empoweringcustomers to make informed financial decisions.
The directors express their appreciation for the sincere co-operation and assistance of Central and StateGovernment authorities, bankers, suppliers, customers and business associates. Your directors also wish toplace on record their deep sense of appreciation for the committed services by your company's employees.Your directors acknowledge with gratitude the encouragement and support extended by our valuedshareholders.
The Board's Report and Management Discussion & Analysis may contain certain statements describing theCompany's objectives, expectations or forecasts that appear to be forward-looking within the meaning ofapplicable securities laws and regulations while actual outcomes may differ materially from what isexpressed herein. The Company is not obliged to update any such forward-looking statements. Someimportant factors that could influence the Company's operations comprise economic developments, pricingand demand and supply conditions in global and domestic markets, changes in government regulations, taxlaws, litigation and industrial relations.
Place: Mumbai For ENBEE TRADE & FINANCE LIMITED
Regd. Office: B4 /C5, God's Gift CHS Ltd., N M
Joshi Marg, Lower Parel, Mumbai - 400013 Sd/
Amarr Narendra Galla(Chairman & Managing Director)DIN: 07138963