The board of Directors are pleased to present the 36th Annual Report on the business and operations of theCompany together with the Standalone Audited Financial Statements for the Financial Year ended March31, 2025.
Financial results of your Company for the year ended 31st March 2025 are summarized below:
Amount (Tn Lakhs)
PARTICULARS
2024-25
2023-24
Income from Operations
45831.48
41155.20
Other Income
4118.04
2911.17
Total Revenues
49949.53
44066.36
Operating expenditure
43650.07
37511.43
Earnings before Interest, Tax, Depreciation and Amortization (EBTTDA)
6299.47
6554.93
Finance costs
791.34
534.75
Depreciation and amortization expense
737.01
539.72
Profit before exceptional item and Tax
4839.33
5480.47
Exceptional Item
00.00
Profit before Tax (PBT)
Tax expense
1148.50
1627.5
Profit after Tax (PAT)
3690.82
3852.96
During the Financial Year 2024-25:
1. The Company's revenue from operations for FY 2024-25 was Rs. 45831.48 Lakhs as compared to Rs. 41155.20Lakhs in the previous year, an increase by 11.36 % over the previous year. During the year underreview, your company focused on profitable operations on site in respect to manufacturing division. Thisenabled the company to increase the turnover and profitability.
2. The Company's profit before exceptional items and tax was Rs. 4839.33 Lakhs during the year compared toRs. 5480.47 Lakhs in the previous year.
3. The Company earned a net profit after tax of Rs. 3690.82 Lakhs as against a net profit after tax of Rs. 3852.96Lakhs in the previous year.
The Board of Directors at their meeting held on Saturday, August 16, 2025, has recommended paymentof Rs. 0.65/- per equity share as dividend on the paid up equity share capital of the Company forthe financial year ended 31st March, 2025. The payment of dividend is subject to the approval ofthe shareholders at the ensuing 36th Annual General Meeting (AGM) of the Company.
The Authorized & Paid-up Equity Share Capital as on March 31, 2025 was Rs. 10,60,00,000/- divided into5,30,00,000 Equity Shares of Rs. 2/- each & Rs. 10,45,20,000/- divided into 5,22,60,000 Equity Shares of Rs.2/- each respectively. During the year under review, the Company has not issued any securities.
The Board of Directors declared final dividend for the year under review from part of the Profit & balanceprofit transferred to the Reserves.
There was no change in composition of Board of Director of the Company during the year. During theyear, CS Sanjay Kumar Prajapati has resigned from the company and CS Kirti Gupta has been appointed.The details of director as on 31.03.2025 are as under:
Sr. No.
NAME
DESIGNATION
1.
GHANSHYAM DASS
Chairman & Managing Director
2.
ASHISH KANDOI
Whole time Director
3.
ANUJ KANDOI
4.
SHWETHA KABRA
Independent Director
5.
TARA DEVI VEITLA
6.
BHAGWAN DASS BHANKHOR
During the period under review, the Company has no Subsidiaries, Joint Venture or Associates.
The Company has not given any loans or corporate guarantee or provided any security during the year.Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act aregiven in the notes to the financial statements.
The Company has not accepted deposits within the meaning of Section 73 and 74 of the Act read with theCompanies (Acceptance of Deposits) Rules, 2014 during the year and hence there were no outstandingdeposits and no amount remaining unclaimed with the Company as on 31st March, 2025.
All Related Party Transactions that were entered into during the financial year were on arm's length basis,in the ordinary course of business and were in compliance with the applicable provisions of the Act and theListing Regulations.
There were no materially significant transactions with the related parties during the financial year whichwere in conflict with the interest of the Company and details are provided in form AOC- 2 as "Annexure-A" to this report.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prioromnibus approval of the Audit Committee is obtained on an annual basis for the transactions which areplanned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseentransactions. Related Party Transactions entered into pursuant to the omnibus approval so granted areplaced before the Audit Committee for its review on a quarterly basis, specifying the nature, value andterms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have beendisclosed at note no.12 to the standalone financial statements forming part of this Annual Report.
The Company has a policy on Related Party Transactions in place which is in line with the Act and theListing Regulations and the same is also available on the Company's website at www.geekaywires.com.
The Company's internal financial control systems are commensurate with the nature of its business and thesize and complexity of its operations. The internal control procedures have been planned and designed toprovide reasonable assurance of compliance with various policies, practices and statutes in keeping withthe organization's pace of growth and achieving its objectives efficiently and economically.
The internal controls and governance processes are duly reviewed for their adequacy and effectiveness
through periodic audits by the Internal Audit department. Post-audit reviews are also carried out toensure that audit recommendations are implemented. The Audit Committee reviews the adequacy andeffectiveness of the Company's internal control environment and monitors the implementation of auditrecommendations, including those relating to strengthening of the Company's risk management policiesand systems. The ultimate objective being a Zero Surprise, Risk Controlled Organization.
The Company periodically tracks all amendments to Accounting Standards and makes changes to theunderlying systems, processes and financial controls to ensure adherence to the same. All resultant changesto the policy and impact on financials are disclosed after due validation with the statutory auditors and theAudit Committee. Independence of the Internal Auditors is ensured by way of direct reporting to the AuditCommittee.
Further details of the internal controls system are given in the Management Discussion and Analysis Report,which forms part of this Annual Report.
Directors Retire By Rotation:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of theCompany, Mr. Ashish Kandoi, Director of the Company, is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible, offer himself for re-appointment. The Board of Directorsrecommends his re-appointment.
Declaration From Independent Directors
The Company has received the following declarations from all the Independent Directors confirming that:
1. The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7)of the Act stating that he/they meet the criteria of independence as provided in sub-section (6) of Section149 of the Companies Act, 2013.There has been no change in the circumstances affecting their status asIndependent Directors of the Company; and
2. They have registered themselves with the Independent Director's Database maintained by the IICA.None of the Directors of the Company are disqualified for being appointed as Directors as specified inSection 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors)Rules, 2014.
Key Managerial Personnel
Mr. Ghanshyam Dass (Chairman & Managing Director), Mr. Ashish Kandoi (Whole Time Director), Mr.Anuj Kandoi (Whole Time Director), Mr. Abhijit Suresh Patki (Chief Financial Officer) and Mrs. KirtiGupta (Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Companyas on March 31, 2025.
The Board has, on the recommendation of Nomination and Remuneration Committee framed a policyfor selection and appointment of Directors, Senior Management and their remuneration. The informationrelating to remuneration of Directors and details of the ratio of the remuneration of each Director to themedian employee's remuneration and other details as required pursuant to section 197(12) of the Act readalong with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are provided in "Annexure-B" to this Report.
The Board of the Company has adopted Governance Guidelines on Board Effectiveness. The Guidelines coveraspects related to composition and role of the Board, Chairperson and Directors, Board diversity, definitionof independence, Director Term, retirement age and Committees of the Board. It also covers aspects relatingto nomination, appointment, induction and development of Directors, Director Remuneration, Code ofConduct, Board Effectiveness Review and mandates of Board Committees.
Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee ('NRC') is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. The Board compositionanalysis reflects in-depth understanding of the Company, including its strategies, environment, operations,financial condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director'sappointment or re-appointment is required. The Committee is also responsible for reviewing the profiles ofpotential candidates vis-a-vis the required competencies and meeting potential candidates, prior to makingrecommendations of their nomination to the Board.
At the time of appointment, specific requirements for the position, including expert knowledge expected iscommunicated to the appointee.
During the year under review, the Board has also identified the list of core skills, expertise and competenciesof the Board of Directors as are required in the context of the businesses and sectors applicable to theCompany and mapped with each of the Directors on the Board. The same is disclosed in the Report ofCorporate Governance forming part of the Annual Report.
Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:
The NRC has formulated the criteria for determining qualifications, positive attributes and independenceof Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D ofSchedule II of the Listing Regulations.
Independence: In accordance with the above criteria, a director will be considered as an 'IndependentDirector' if he/she meets with the criteria for 'Independent Director' as laid down in the Act and Rulesframed thereunder and Regulation 16(1)(b) of the Listing Regulations.
Qualifications: A transparent Board nomination process is in place that encourages diversity of thought,experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriateblend of functional and industry expertise. While recommending the appointment of a Director, the NRCconsiders the manner in which the function and domain expertise of the individual will contribute to theoverall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of theCompany are also expected to demonstrate high standards of ethical behavior, strong interpersonal andcommunication skills and soundness of judgment. Independent Directors are also expected to abide by the'Code for Independent Directors' as outlined in Schedule IV to the Act.
Annual Evaluation of Board Performance and Performance of its Committees and of Directors:
Pursuant to the applicable provisions of the Act, Listing Regulations and Governance Guidelines, the Boardhas carried out an annual evaluation of its own performance, performance of the Directors as well as theevaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluationprocess for the Board, its Committees and Directors.
The performance of the Board and individual Directors was evaluated by the Board after seeking inputsfrom all the Directors. The performance of the Committees was evaluated by the Board after seeking inputsfrom the Committee Members.
The criteria for performance evaluation of the Board included aspects such as Board composition andstructure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteriafor performance evaluation of the Committees included aspects such as structure and composition ofCommittees, effectiveness of Committee meetings, etc. The above criteria for evaluation were based on theGuidance Note issued by Securities and Exchange Board of India ('SEBI').
In a separate Meeting, the independent Directors evaluated the performance of Non-Independent Directorsand performance of the Board as a whole. They also evaluated the performance of the Chairperson takinginto account the views of Executive Directors and Non-Executive Directors. The NRC reviewed theperformance of the Board, its Committees and of the Directors.
The same was discussed in the Board Meeting that followed the Meeting of the independent Directorsand NRC, at which the feedback received from the Directors on the performance of the Board and itsCommittees was also discussed.
The Secretarial and Legal functions of the Company ensure maintenance of good governance within theorganization.
They assist the business in functioning smoothly by being compliant at all times and providing strategicbusiness partnership in the areas including legislative expertise, corporate restructuring, regulatory changesand governance.
The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and otheremployees, pursuant to the provisions of the Act and the Listing Regulations. The same is displayed on thewebsite of the company www.geekaywires.com.
During the year, 08 (Eight) Board Meetings and five Audit Committee Meetings were convened andheld. The intervening gap between the Meetings was within the period prescribed under the Act. Thedetails of Board Meetings and various Committee Meetings along with their composition and attendanceare disclosed in the Report of Corporate Governance forming part of the Annual Report as "Annexure - E".
Based on the framework of internal financial controls and compliance systems established and maintainedby the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, includingaudit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviewsperformed by Management and the relevant Board Committees, including the Audit Committee, the Boardis of the opinion that the Company's internal financial controls were adequate and effective during FY2024-25.
To the best of their knowledge and belief and according to the information and explanations obtained bythem, your Directors make the following statements in terms of Section 134(3)(c) of the Act:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed andthat there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act, for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and that suchinternal financial controls were adequate and were operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
CSR isn't just a particular program, it's what your Company do every day, maximizing positive impacton society and thus helping people to be happier. Your Company undertook enumerable initiatives. Thedetailed Annual Report on our CSR activities pursuant to Rule 8 of the Company's (Corporate SocialResponsibility Policy) Rules, 2014 is given in Annexure "F" forming part of this Report.
The Company has always provided a congenial atmosphere for work to all employees that is freefrom discrimination of anykind. It has provided equal opportunities of employment to all withoutregard to nationality, religion, caste, colour, language, marital status and sex. The Company has alsoframed policy on. Prevention of Sexual Harassment at the workplace. We follow a gender neutralapproach in handling complaints of sexual harassment and we are compliant with the law of the landwherever we operate. With the objective of providing a safe working environment to all employees(permanent, contractual, temporary, trainees) the company has formulated a policy, the said policy isavailable on the website of the Company.
During the year under review, the Company has not received any complaint.
As per the provisions of Section 177 (9) of the Act read with Regulation 22(1) of the Listing Regulations,the Company is required to establish an effective vigil mechanism for directors and employees to reportgenuine concerns. The Company has a Vigil Mechanism and a Whistleblower Policy in place to enable itsDirectors, employees and its stakeholders to report their concerns, if any. The said Policy provides for:
(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and
(b) direct access to the Chairperson of the Audit Committee of the Board of the Company.
The Company believes in the conduct of the affairs of its constituents by adopting the highest standardsof professionalism, honesty, integrity and ethical behavior, in line with the Company's Code of Conduct.All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of anypotential or actual violation of the Code, policies or the law.
Details of the Vigil Mechanism and Whistleblower policy are made available on the company's websiteat https://www.geekavwires.com
No significant material orders have been passed by the Regulators or Courts or Tribunals which wouldimpact the going concern status of the Company and its future operations.
Statutory Auditors:
M/s M.M. Palod & Co., Chartered Accountants (ICAI Firm Registration No. 006027S), Hyderabad, wereappointed as the Statutory Auditors for a period of 5 years from the conclusion of 32nd AGM till theconclusion of 37th AGM of the Company.
The Audit Report of M/s. M.M. Palod & Co., Chartered Accountants, Hyderabad on the FinancialStatements of the Company for FY 2024-25 is a part of the Annual Report. The Report does not contain anyqualification, reservation, adverse remark or disclaimer.
Cost Auditors:
The Company is required to maintain cost records as specified by the Central Government as per Section148(1) of the Act and the rules framed thereunder, and accordingly, the Company has made and maintainedsuch cost accounts and records.
Your company has appointed M/s. KJU & Associates (FRN 000474) as Cost Auditors to give cost auditreport for F.Y 2024-25. There has been no qualification, reservation, adverse remark or disclaimer given bythe Cost Auditors in their Report.
In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the AuditCommittee recommended and the Board of Directors re-appointed M/s. KJU & Associates (FRN 000474),being eligible, to conduct Cost Audits of the Company for the year ending March 31, 2025.
The Company has received their written consent and confirmation that the a ppointment will be inaccordance with the applicable provisions of the Act and rules framed thereunder.
The remuneration payable to Cost Auditors has been approved by the Board of Directors on therecommendation of the Audit Committee and in terms of the Act and Rules therein. The Members aretherefore requested to ratify the remuneration payable to M/s. KJU & Associates as set out in the Noticeof the 36th AGM of the Company.
Secretarial Auditors:
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS KashinathSahu, Proprietor of Kashinath Sahu & Co, Company Secretaries in Practice (CP No. 4807), Hyderabadhave been appointed as Secretarial Auditors of the Company for FY 25-26 till FY 29-30 subject to approvalof members
The report of the Secretarial Auditors is enclosed as "Annexure-H". There has been noqualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its Officers or Employees, to the AuditCommittee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.
In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies(Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for the financial yearended March 31, 2024 has been uploaded on the website of the Company i.e. https://www.geekaywires.com
The Directors have devised proper systems and processes for complying with the requirements of applicableSecretarial Standards issued by the Institute of Company Secretaries of India ('ICSI') and that such systemswere adequate and operating effectively.
The information on conservation of energy, technology absorption and foreign exchange earnings andoutgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules,2014, is attached as "Annexure-C" o this report.
There are two employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as requiredunder the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, are set out in Directors' Report as "Annexure- B".
The Management Discussion and Analysis Report, as required under the Listing Regulations, forms part ofthe Annual Report as "Annexure-D".
Your Company did not have any funds lying unpaid or unclaimed for a period of last seven years. Therefore,there were no funds which were required to be transferred to Investor Education and Protection Fund(IEPF).
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India(Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of theDocuments to ensure safe keeping of the records and safeguard the Documents from getting manhandled,while at the same time avoiding superfluous inventory of Documents.
The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).Theobjective of the Policy is to determine materiality of events or information of the Company and to ensurethat such information is adequately disseminated in pursuance with the Regulations and to provide anoverall governance framework for such determination of materiality. The policy is displayed at the companywebsite www.geekaywires.com
Your Company believes in conducting its affairs in a fair, transparent and professional manner andmaintaining the good ethical standards, transparency and accountability in its dealings with all itsconstituents. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a detailed report on Corporate Governance along with the Auditors' Certificate thereon is enclosed asper "Annexure- E" to this report.
The requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibitionof Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for preventionof insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from timeto time, are in force by the Company. The objective of this Code is to protect the interest of shareholders atlarge, to prevent misuse of any price sensitive information and to prevent any insider trading activity bydealing in shares of the Company by its Directors, designated employees and other employees.
The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers,designated employees and other employees from trading in the securities of Geekay Wires Limited at thetime when there is unpublished price sensitive information.
As the Members are aware, your Company's shares are trade-able compulsorily in electronic form andyour Company has established connectivity with both National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by thedepository system, the members are requested to avail the facility of Dematerialization of the Company'sshares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE669X01024.
The particulars of Inter Corporate Loans and investments of the Company have been provided in the Notesto the Financial Statements.
Listing Fees for the Financial Year 2024-25 have been duly paid NSE, where Company's shares are listedand there are no dues outstanding and payable.
Your Board of Directors are pleased to report that your Company has complied with the various mandatorypolicy including Dividend Distribution Policy (https://www.geekaywires.com/pdf/policy/dividend-distribution-policy.pdf) and others policy(ies) are also available on the Company's website https://www.geekaywires.com/policy.php
The Directors hereby acknowledge the dedicated and loyal services rendered by the employees of theCompany during the year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from bankers, financial institutions,Government authorities, business partners, shareholders and other stakeholders without whom the overallsatisfactory performance would not have been possible.
For and on behalf of the Board of DirectorsM/s Geekay Wires Limited
Place: Hyderabad SD/- SD/-
Date:16-08-2025 (Ghanshyam Dass) (Ashish Kandoi)
Chairman & Managing Director Whole Time Director
DIN: 01539152 DIN: 00463257