Your directors have pleasure in presenting the 19th Annual Report of your Company togetherwith the Audited Statements of Accounts for the financial year ended 31st March, 2025.
The financial performance of the Company for the year ended 31st March, 2025 is summarizedbelow:
(Rs. In Lakhs)
Particulars
Standalone
Year ending on31st March, 2025
Year ending on 31stMarch, 2024
Revenue from Operations
9818.89
9223.26
Other Income
159.40
59.11
Total Income
9978.29
9282.37
Depreciation
717.46
755.28
Total Expenses
9722.67
8444.69
Profit / (Loss) before tax
255.62
837.68
Exceptional Item
0
Current Tax
23.50
176.00
Deferred Tax Assets/Liability
48.03
41.32
Profit/ (Loss) after Tax
184.08
620.36
Other Comprehensive Income
-0.40
1.75
Total Comprehensive Income
183.68
622.11
Your directors are pleased to inform that the Company has earned a Total Income of INR 9,978.29Lakhs during the financial year ended March 31, 2025, as compared to INR 9,282.37 Lakhs in theprevious financial year. The Profit for the year stood at INR 184.08 Lakhs as against INR 622.11Lakhs in the previous year.
The decline in profit is primarily attributable to an increase in operating expenses and taxoutflows during the year."
No dividend is being recommended by the Directors for the year ending on 31st March, 2025 asthe Board of Directors wants to plough back the profit in the business.
During the year under review, the company do not propose to transfer any sum to reserve, exceptfor profit or loss earned during the year, which has been transferred to surpluses account.
Company has not declared and paid any divided during the previous years, the provisions ofSection 125(2) of the Companies Act, 2013 are not applicable.
During the year, there is no change in the nature of the business of the Company.
The Authorized Share capital of the Company as at 31st March, 2025 stood at Rs. 10,20,00,000/-(Rupees Ten Crores Twenty Lakhs) and paid-up capital stood at Rs. 10,12,50,000/- (Rupees TenCrores Twelve Lakhs Fifty Thousand)
During the year, the Company has sold its entire shareholding in M/s. DIL Venture Oil and GasPrivate Limited, and consequently, it has ceased to be a Wholly Owned Subsidiary of theCompany. Further, as on March 31, 2025, the Company does not have any Subsidiary, JointVenture or Associate Company. Accordingly, the requirement of providing a statement in FormAOC-1 pursuant to the first proviso to Section 129 of the Companies Act, 2013 read with Rule 5of the Companies (Accounts) Rules, 2014 is not applicable.
During the year under review, the Company has not accepted any deposit within the meaning ofSections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance ofDeposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the timebeing in force). Hence, the requirement for furnishing the details of deposits which are not incompliance with Chapter V of the Act is not applicable.
No material changes and commitments affecting the financial position of the Company occurredbetween the ends of the financial year to which this financial statement relate on the date of thisreport.
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the period under review, no material orserious observation has been received from the Internal Auditors of the Company for inefficiencyor inadequacy of such controls.
No significant or material orders have been passed by the Regulators, Courts, or Tribunals whichwould impact the going concern status of the Company or its future operations.
The company has not given any loans or guarantees or made any investments covered under theprovisions of section 186 of the Companies Act, 2013 during the financial period under review.
During the year under review, your company has not made any default in repayment of any of itsterm loans, have met generally all its obligation in time including its tax liabilities.
During the year no contracts or arrangements were made with related parties falling under thepurview of Section 188 of the Companies Act, 2013.
There are no materially significant related party transactions made by the company withPromoters, Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules, 2014 are not applicable to the Company as none of the employees of thecompany has received remuneration above the limits specified in the said Rule during thefinancial year 2023-24.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given inthe Statement annexed herewith as “Annexure-A”.
The policy on Directors' Appointment and Remuneration including criteria for determiningqualifications, positive attributes, independence of a director and other matters provided undersub-section (3) of Section 178 of the Companies Act, 2013, and under Regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 adopted by the Board, isappended as “Annexure-B” forming part of this report.
The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 has been duly followedby the company.
The details of Energy Conservation, Technology Absorption and Foreign Exchange Earning interms of Section 134 of the Companies Act, 2013 & rules made thereunder are tabled below:
rnn^prvutinn nf Fnprcrv
The steps taken or impact onconservation of energy
The Company is taking due care for usingelectricity in the factory premises:
* Improving natural light by measures likeopening windows, studying illuminationneeds and eliminating tube lights.
* Reducing leakage of compressed air.
* Reducing energy consumption of fans byinstalling low pressure drop cyclones.
* Using aerodynamically designed blades.
* Replacing illuminating devices withenergy efficient ones.
* Maintaining old machinery in goodcondition, retrofitting or replacing withenergy efficient ones.
* Minimizing idle running of equipmentlike air conditioners, pumps, lights, drillingmachines and Welding machines.
* Continuation and increasing scale ofmeasures taken in earlier years.
The steps taken by the company forutilizing alternate sources of energy
The capital investment on energyconservation equipment's
:hnology Absorption:
The efforts made towards technologyabsorption
Updation of Technology is a continuousprocess, absorption implemented andadapted by the Company for innovation.Efforts are continuously made to adoptnew products and technology required inthe Oil and Gas Industry.
The benefits derived like productimprovement, cost reduction, productdevelopment or import substitution
In case of imported technology (importedduring the last three years reckoned fromthe beginning of the financial years)
The details of technology imported
The year of import
Whether the technology been fully
absorbed
If not fully absorbed, areas whereabsorption has not taken place, and thereasons thereof
The expenditure incurred on Researchand Development
Foreign Earnings and Outgo:
During the year, the Company has made following Foreign Exchange Earning and Outgo:
Name of Directors
Designation
Category
Vipul Navin Haria
Chairman & ManagingDirector
Promoter Executive
Krunal Pravin Haria
Whole Time Director
Hemang Navin Haria
Whole Time Directorand CFO
Divyang RameshchandraPatel
Director
Non- Executive Independent
Piyush Vasanji Savla
Non-Executive Independent
Ami Nirav Shah
During the year there is no change in composition of Board of Directors and KMPs
Mr. Vipul N. Haria (DIN: 01690638) is liable to retire by rotation at the ensuing AGM pursuantto the provisions of Section 152 of the Companies Act, 2013 read with the Companies(Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association ofCompany and being eligible have offered himself for reappointment. Appropriate resolutionsfor the re-appointment are being placed for your approval at the ensuing AGM. The brief resumeof the Directors and other related information has been detailed in the Notice convening the19th AGM of your Company.
All Independent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfil theconditions of independence as specified in the Act and the Rules made there under and areindependent of the management.
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunderand the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the
time being in force), the process for evaluation of the annual performance of the Directors/Board/ Committees was carried out.
The Company had conducted 7 (seven) Board meetings during the financial year 2024-25 underreview.
Pursuant to Section 134 (5) of the Companies Act, 2013 (including any statutory modification(s)or re-enactment(s) for the time being in force), the Directors of our Company confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March, 2024,the applicable Accounting Standards and Schedule III of the Companies Act, 2013(including any statutory modification(s) or re-enactment(s) for the time being in force),have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March, 2025 and of the profit ofthe Company for the financial year ended 31st March, 2025;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 (including anystatutory modification(s) or re-enactment(s) for the time being in force) for safeguardingthe 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;
e) The directors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively;
f) The directors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system was adequate and operating effectively.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Managementand Administration) Rules, 2014, the Annual Return of the Company is available on the websiteof the Company www.aakashexploration.com
Your Company has several Committees which have been established as part of best corporategovernance practices and are in compliance with the requirements of the relevant provisions ofapplicable laws and statutes.
The Company has following Committees of the Board:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Grievances and Relationship Committee
d. CSR Committee
A detailed note on the committees with respect to composition, meetings, powers, and terms ofreference is provided under the Corporate Governance Report section of this Annual Report.
M/s Parikh Shah & Associates, (FRN No.-123999W) Chartered Accountants,Ahmedabad as Statutory Auditors of the Company for the period of 5 (five) years to holdoffice till the conclusion of 22nd Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by the Auditors of theCompany, in their report. There are no frauds reported by the auditor in its audit reportin pursuance to section 143(12) of the Companies Act, 2013, during the period underreview.
As the cost audit is not applicable to the Company, therefore the Company has notappointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read withthe Companies (Cost Records and Audit) Amendment Rules, 2014.
The Company has appointed the M/s Bimal Shah Associates, Chartered Accountants,Ahmedabad as Internal Auditor pursuant to the provision of section 138 of CompaniesAct, 2013 read with rule 13 of The Companies (Accounts) Rule, 2014 and other applicableprovisions (including any modification or enactment thereof), if any, of the CompaniesAct, for the financial year 2024-25.
The Company has appointed M/s. Suthar & Surti, Company Secretaries, Ahmedabad asSecretarial Auditor to conduct secretarial audit for FY 2023-24 pursuant to the provisionsof Section 204 of the Companies Act, 2013. The secretarial audit of the Company has beenconducted on a concurrent basis in respect of the matters as set out in the said rules andSecretarial Audit Report given by M/s. Suthar & Surti, Company Secretaries, SecretarialAuditor of the Company forms part of this report and is marked as “Annexure-C”.
In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company proposes to appoint Suthar & Surti, Company Secretariesa firm of Company Secretaries in Practice, (Firm Registration No.- P2018GJ068000 andPeer review No. 1586/2021) as the Secretarial Auditors of the Company to hold office fora period of 5 (Five) consecutive years to hold office from Financial Year 2025-26 uptoFinancial Year 2029-30, on such remuneration, as recommended by the Audit Committeeand as may be mutually agreed between the Board of Directors of the Company and theSecretarial Auditors from time to time.
During the year, pursuant to SEBI (Listing Obligations and Disclosures Requirement)Regulations, 2015, the Company has complied with applicable provision of CorporateGovernance and a separate report of Corporate Governance is included as a part of Annual Reportalong with requisite certificate from M/s. Suthar & Surti, Practicing Company Secretaries,confirming compliance with the conditions of corporate governance is attached to the Report oncorporate governance.
As the company has no shares in demat suspense account / unclaimed suspense account, thedisclosure of the same is not applicable.
The Company has established vigil mechanism and framed whistle blower policy for Directorsand employees to report concerns about unethical behavior, actual or suspected fraud orviolation of Company's Code of Conduct or Ethics Policy.
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies(Corporate Social Responsibility) Rules, 2014 and Schedule VII as amended from time to time, aCorporate Social Responsibility (CSR) Committee of the Board is in place comprising of the twoExecutive Director and one Non-Executive Independent Director of the Company. The saidCommittee has been entrusted with the responsibility of formulating and recommending to theBoard, a Corporate Social Responsibility Policy (CSR Policy), from time to time indicating theactivities to be undertaken by the Company, monitoring the implementation of the framework ofthe CSR Policy and recommending the amount to be spent on CSR activities. The Annual Reportfor the year 2024-25 on CSR activities is annexed with this report as an “Annexure- C“.
The detailed CSR policy is placed on the website of the Company at:https://www.aakashexploration.com/cms images/slider/original/1676008363 CSR%20Policyipdf
The Management's Discussion and Analysis Report for the year under review, as stipulated underRegulation 34(2)(e) of the Listing Regulations is given as an “Annexure-E” to this report.
The company has taken utmost care and formulated policy to prevent sexual harassment at workplace. Pursuant to the provisions of “The Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013” and rules made thereunder, the Company hasformed an Internal Complaint Committee and adopted a “Policy on Protection of Women againstSexual Harassment at Workplace”. There was no case filed during the year under the sexualharassment of women at workmen (Prevention, prohibition & Redressal) Act, 2013.
The Company has instituted a Complaints Committee for redressal of sexual harassmentcomplaint (made by the victim) and for ensuring time bound treatment of such complaints.
The Company has adopted a Risk Management Policy for a systematic approach to control risks.The Risk Management Policy of the Company lays down procedures for risk identification,evaluation, monitoring, review and reporting. The Risk Management Policy has been developedand approved by the Senior Management in accordance with the business strategy.
All the directors of the Company have confirmed that they are not disqualified from beingappointed as directors in terms of Section 164 of the Companies Act, 2013.
There was no application made or proceedings pending under Insolvency and Bankruptcy Code,2016 during the period under review.
35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
No such incidence took place during the year.
The Equity Shares of the Company are listed on National Stock Exchange (Main Board) from 29thSeptember 2020 onwards. The company has paid listing fees to the Stock Exchange for theapplicable year. Further the Company is regular in compliances of various clauses andregulations of the Listing Agreement and/or LODR.
a. Your Company has not issued any equity shares with differential rights as to dividend, votingor otherwise; and
b. Your Company does not have any ESOP scheme for its employees/Directors.
Your Directors wish to convey their gratitude and place on record their appreciation for all theemployees at all levels for their hard work, solidarity, cooperation and dedication during theyear.
Your directors sincerely convey their appreciation to customers, shareholders, vendors, bankers,business associates, regulatory and government authorities for their continued support.
Date: 26/08/2025Place: Ahmedabad
Vipul N. Haria Hemang N. HariaChairman Whole Time
Managing Director Director
DIN:01690638 DIN:01690627