The Board of Directors of your Company is pleased to present their report on the working of theCompany for the year ended 31st March, 2025 together with the Audited Accounts of the Company.
The Company's Audited Financial Statements as of March 31, 2025, have been meticulously preparedin accordance with the applicable Ind AS, as well as Regulation 33 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations),and the pertinent provisions outlined in the Companies Act, 2013 (the "Act").
Particulars
FY 2024-25
FY 2023-24
Total Revenue
11745.90
4129.82
Total Expenses
7633.72
2470.22
Profit/(Loss) before Tax
4112.17
1659.60
Current Tax
1057.61
417.90
Deferred Tax
168.82
2.15
Income Tax Expenses of Previous Year Incurred
1.79
11.85
Profit/(Loss) after tax
2883.95
1227.69
• During the financial year, the revenue from operation for the financial year ended on 31.03.2025 wasRs. 11,511.11(in lakhs).
• Furthermore, In Comparison to the Financial year 2024-25, the revenue from operation was Rs. 4105.89(in lakhs) (Rupees Sixty-Four Lakhs Two Thousand) reported in the previous financial year ended on31.03.2024.
• The Earnings per Share (EPS) for the year 2024-25 is INR 21.07, as against INR 15.85 in the previous year,reflecting a growth. The consistent increase in EPS highlights the company's commitment to enhancingshareholder value.
C2C Advanced Systems is a software-first, innovation-driven technology company delivering end-to-enddefense and industrial automation solutions. Our key offerings include.
• MAGI-C4ISR and MAGI-C4IX Platforms - Advanced architectures that integrate command, control,communications, intelligence, surveillance, and reconnaissance.
• Dual-Use Technologies - Capabilities designed for both defense and industrial applications,strengthening diversification and resilience.
• Specialized Technology Centers - Facilities dedicated to command & control, automation,cybersecurity, and data sciences.
Our organizational model operates through business unit-based profit centers, encouragingaccountability, entrepreneurship, and leadership development.
During the year there was no change in the nature of business of the company.
During the financial year 2024-25, The Company has not recommended any dividend for the year ended31st March, 2025.
For the period ended 31st March 2025, the Company has not transferred any amount to Reserve.LISTING OF SHARES ON SME PLATFORM OF NSE LIMITED
During the financial year 2024-25, C2C Advanced Systems Limited has successfully listed its equityshares on the SME Platform of NSE Limited on December 03, 2024. This significant milestone marks anew chapter in the Company's growth journey, providing it with enhanced visibility and access to abroader investor base.
During the course of the Initial Public Offering (IPO), the National Stock Exchange (NSE) appointed anIndependent Auditor, who has issued a report containing certain observations dated 15th January, 2025.
The Company has duly submitted its response to the said observations on 10th March, 2025, which ispresently under review by the concerned department.
The details of utilization of funds from IPO are as follows:
Total Amount(in Lakhs)
Utilized upto 31stMarch 2025 (inLakhs)
Un-Utilized upto31st March 2025 (inLakhs)
Issue Related Expenses
750.00
677.67
72.33
Working Capital Requirements
4,600.00
-
Purchase of Fixed Assets & Fit-outs
1,931.10
Towards Security Deposits
160.00
106.00
54
General Corporate Purpose
2,465.83
1,472.00
993.83
Total
9,906.93
8,786.77
1,120.16
* Out of Net IPO proceeds which were unutilized as at March 31, 2025, INR 101.94 lakhs are lying inEscrow account maintained with IndusInd Bank and INR 1018.22 lakhs are temporarily invested in fixeddeposit maintain with Yes Bank.
The authorized share capital of the Company as on 31st March,2025 is Rs. 17,00,00,000/- divided into1,70,00,000 equity shares of Rs. 10 each.
The issued, subscribed, and paid-up share capital as on 31st March,2025 Rs. 16,64,11,680/- divided into1,66,41,168 equity shares of Rs. 10 each.
Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in theirmeeting held on December 02nd, 2024, has allotted total 43,83,600 Equity Shares Rs. 10/- each to thesuccessful allottees, whose list have been finalized by the Company, the Registrar to the issue andmerchant banker in consultation with National Stock Exchange of India Limited.
The following is the constitution of Board of Directors and KMPs of the company as on 31st March, 2025:
S.
No.
Name of the Directors and Key ManagerialPersonnel (KMPs)
Designation
1.
Ms. Lakshmi Chandra
Managing Director
2.
Mr. Kuriyedath Ramesh
Whole-time director
3.
Mr. Murtaza Ali Soomar
4.
Ms. Shashi Gupta
Director
5.
Mr. Syam Sundar Venkata Appala
Additional Director
6.
Mr. Kishore Soni
Independent Director
7.
Lt. Gen. (Retd.) PJS Pannu
8.
Ms. Neha Gupta
KEY MANAGERIAL PERSONNEL
1
Mr. Ganapathy Subramanian
Chief Financial Officer
2
Mr. Manjeet Singh
Company Secretary
1.2. CHANGES IN THE BOARD OF DIRECTORS DURING FINANCIAL YEAR 2024-25
Name of the Directors
Date of Event
Nature of Event
30/09/2024
Appointed as AdditionalDirector (Non-executiveIndependent Director)
28/12/2024
Regularised from AdditionalDirector (Non-executiveIndependent Director) toDirector (Non-executiveIndependent Director)
Mr. Syam Sundar VenkataAppala
25/03/2025
Appointed as AdditionalDirector (Non-executive Non¬Independent Director)
28/12/2025
Retirement by rotation andsubsequent re-appointment
During the year under review, 9 (Nine) Board Meetings were convened as and when required. The gapbetween two consecutive meetings was not more than one hundred and twenty days as provided insection 173 of the Act. The details of attendance of each Director at the Board Meeting are given below
Sr.
Date of theBoard Meeting
No. of Directorentitled to attendthe meeting
No. of directorswho attendedthe Meeting
Name of the Directors present
26/04/2024
6
4
Mr. Kishore SoniMs. Lakshmi ChandraMr. Murtaza Ali SoomarMs. Shashi Gupta
27/04/2024
Mr. Kishore SoniMs. Lakshmi ChandraMr. Murtaza Ali Soomar
23/08/2024
5
Mr. Kishore SoniMs. Lakshmi ChandraMr. Murtaza Ali SoomarMs. Shashi GuptaLt. Gen. (Retd.) PJS Pannu
26/10/2024
7
Mr. Kishore SoniMs. Lakshmi ChandraMr. Murtaza Ali SoomarMs. Shashi GuptaLt. Gen. (Retd.) PJS PannuMs. Neha Gupta
11/11/2024
25/11/2024
Ms. Neha GuptaMr. Kuriyedath Ramesh
02/12/2024
9.
19/03/2025
Furthermore, during the year under review, 2 (Two) Audit Committee Meetings, 2 (Two) Nominationand Remuneration Committee Meeting were convened and held:
Name of theMeeting
Date of the
Board
Meeting
No. ofdirectors whoattended theMeeting
Name of theDirectors present
Audit
Committee
3
Mr. Kishore SoniLt. Gen. (Retd.)PJS PannuMr. Murtaza AliSoomar
Nomination &RemunerationCommitteeMeeting
Lt. Gen. (Retd.)PJS PannuMr. Kishore SoniMrs. Shashi Gupta
Lt. Gen. (Retd.)
PJS Pannu ...........
Mr. Kishore SoniMrs. Shashi Gupta
During the year under review, the following General Meetings were held, the details of which are givenas under:
no.
Type of General Meeting
Date of General Meeting
Extra Ordinary General Meeting
29/04/2024
Annual General Meeting
The Directors on the Board have submitted notice of interest under Section 184(1) of the CompaniesAct, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in FormDIR 8 and declaration as to compliance with the Code of Conduct of the Company.
The Independent Directors have submitted their declarations of independence confirming that he/shemet with the criteria of independence as laid out in section149(7) of the Companies Act, 2013 and underRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the financial year 2024-25, there was a change in registered office of the company within thelocal limits of city, town or village i.e., NO 86, Wings of Eagles, S S Commercial Estate Varthur Road,Nagavarapalya, C V Raman Nagar, Bangalore to Neil Rao Towers, 4th Floor, Cental Wing, 117 & 118, RoadNo 3, Vijayanagar, Epip Phase-1, Whitefield, Epip, Bangalore,
Your company has not directly or indirectly
a) Given any loan to any person or other body corporate other than usual advances envisaged in acontract of supply of materials if any,
b) given any guarantee or provide security in connection with a loan to any other body corporate orperson and
c) acquired by way of subscription purchase or otherwise, the securities of any other body corporateexceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or onehundred percent of its free reserves and securities premium account whichever is more.
In pursuance to Section 92 and 134 (3) (a) of the Companies Act, 2013 read with Rule 12 of Companies(Management and Administration) Rules, 2014, the Annual Return for the financial year ended March31, 2025 will be placed on the Company's website and can be accessed at https://c2c-as.com/.
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of theBoard of Directors' and 'General Meetings', respectively, have been duly followed by the Company.
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect toDirectors' Responsibility Statement, the Board of Directors of the Company hereby state and confirmthat:
a) in the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures;
b) the directors have 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 of the stateof affairs of the Company at the end of the financial year and of the profit and loss of the Company forthe year under review;
c) the directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concern basis.
e) the directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
f) The directors have laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and operating effectively.
During the financial year 2024-25, The Company did not have any associates, joint ventures, orsubsidiary companies. The Company continues to focus on its core operations and strategic initiativesto drive growth and enhance shareholder value.
The ratio of the remuneration of each whole-time director to the median of employees' remunerationas per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as: ANNEXURE - A".
The statement containing names of top employees in terms of remuneration drawn and the particularsof employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in aseparate annexure forming part of this report. Further, the report and the accounts are being sent tothe Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure isopen for inspection at the Registered Office of the Company. Any Member interested in obtaining a copyof the same may write to the Company Secretary.
During the year under review, all the related party transactions are entered on arm's length basis, in theordinary course of business and are in compliance with the applicable provisions of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There arematerially significant related party transactions made by the Company with Entities in which Promoters,Directors are interested, which may have potential conflict with the interest of the Company at large orwhich requires the approval of the shareholders.
All Related Party Transactions to be entered with related parties are placed before the Audit Committeeand the Board. Omnibus approval was obtained for the transactions which are foreseen and repetitivein nature. A statement of all related party transactions is presented before the Audit Committee,specifying the nature, value and terms and conditions of the transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of theCompanies Act, 2013 in Form AOC-2 as attached in the "ANNEXURE -B".
Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies(Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreignexchange earnings and outgo
(i) The steps taken or impact on conservation of energy;
The operations of your Company are not energy intensive. However, adequate measures have beeninitiated to reduce energy consumption.
(ii) The steps taken by the company for utilizing alternate sources of energy;
The operations of your Company are not energy intensive.
(iii) the capital investment on energy conservation equipments; -Nil
(i) The efforts made towards technology absorption; - None
(ii) The benefits derived like product improvement, cost reduction, product development or importsubstitution; - Not Applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginningof the financial year)-
(a) The details of technology imported; - None
(b) The year of import - Not Applicable
(c) Whether the technology been fully absorbed; - Not Applicable
(d) If not fully absorbed, areas where absorption - Not applicableHas not taken place, and the reasons thereof; and
(iv) The expenditure incurred on Research and Development. - Nil
During the period under review there was foreign exchange earnings or out flow.
2024-25 INR (in Lakhs)
2023-24 INR (in Lakhs)
Foreign Outgo
1156.93
302.37
Foreign In
3112.96
554.22
M/S Labs & Associates, Chartered Accountants (Firm Registration No. 021131C) are the StatutoryAuditors of the Company. There is no adverse remark of Statutory Auditors in the Audit Report for theFY 2024-25.
There are no qualifications, reservations or adverse remarks or disclaimer made by the StatutoryAuditors in their report requiring explanation or comments from the Board of Directors as requiredunder Section 134(3) of the Companies Act, 2013. The report of the Statutory Auditors along with notesto Schedules is enclosed to this Report.
The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.SECRETARIAL AUDIT
As per section 204 of the Companies Act, 2013 read with applicable rules every Listed Company andunlisted public company having paid up share capital of Rs. 50.00 Crores or more or turnover of Rs. 250.00 Crores or more or every company having outstanding loans or borrowings from banks or publicfinancial institutions of Rs. 100 Crores or more shall annex with its Board's report made in terms of sub¬section (3) of section 134, a secretarial audit report (Form No. MR.3), given by a Company Secretary inpractice, in such form as may be prescribed. The Audit Committee has appointed M/s S. Khandelwal &Co, Practicing Company Secretary, as secretarial auditors on December 02nd, 2024 of the Company toconduct the secretarial audit for the financial year 2024-25. The Secretarial Audit report is attached asAnnexure- C.
As per section 138 of the Companies Act, 2013 read with applicable rules every Listed Company andunlisted public company having paid up share capital of Rs. 50.00 Crores or more during the precedingfinancial year or turnover of Rs. 200 .00 Crores or more during the preceding financial year oroutstanding loans or borrowings from banks or public financial institutions of Rs. 100 Crores or more atany point of time during the preceding financial year or outstanding deposits of Rs, 25.00 Crores ormore at any point of time during the preceding financial year and also applicable to private limitedcompany, subject to specific limits; shall annex with its Board's report, given by a Chartered Accountantor Cost Accountant, in such form as may be prescribed. The Audit Committee has appointed M/s AnkitS Gupta & Co, on December 02nd, 2024, Practicing Chartered Accountant, as internal auditors of theCompany to conduct the Internal Audit for the financial year 2024-25.
The Directors state that the overall turnover of the company does not exceed the limit prescribed formaintenance of Cost Records as specified by the Central Government under Section 148(1) of theCompanies Act, 2013, accordingly such accounts and records are not made and maintained by theCompany.
The Company has neither invited nor accepted any deposits from the public during the year. There is nounclaimed or unpaid deposit lying with the Company as on the financial year end date.
Deposits accepted during the year (including renewed during the year)
Nil
Deposits remained unpaid or unclaimed as the end of the year
Default in repayment of deposits or payment of interest thereon during the yearand if so number of such cases and the total amount involved
( i) at the beginning of the year;
maximum during the year
at the end of the year
Deposits which are not in compliance with requirement of Chapter V of theCompanies Act, 2013
N il
According to Section 135 of the Companies Act, 2013 every company having a net worth of Rs 500 croreor more, or a turnover of over Rs 1,000 crore or a net profit exceeding Rs 5 crore in the proceeding
financial year shall constitute a CSR committee of the Board consisting of three or more directors, outof which at least one director shall be an independent director. So, CSR is applicable on your Company.
The Company has approved CSR policy and also Constituted Corporate Social Responsibility Committeein the meeting held on 19th January, 2024 as it is applicable on our company according to the provisionof section 135 of Companies Act 2013.
Manner in which the amount spends during the financial year is detailed below: Not applicableANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
The Board of Directors has adopted a CSR Policy as recommended by the Corporate Social ResponsibilityCommittee, which comprise of Vision and Mission Statement, philosophy and objectives.
S No.
Name of director
Whole Time Director
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approvedby the Board are disclosed on the website of the company- https://c2c-as.com/
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) ofrule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach thereport) - Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies(Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financialyear, if any - Not Applicable
6. Average net profit of the Company as per section 135(5)- Rs.20,20,88,000/-
7. CSR Obligation of the Company-
(a)
Two percent of average net profit of the company as per section 135(5)
40,41,760/-
(b)
Surplus arising out of the CSR projects or programmes or activities of
the previous financial years
(c)
Amount required to be set off for the financial year, if any
(d)
Total CSR obligation for the financial year (7a 7b-7c)
8. CSR amount spent or unspent for the financial year-
a) Total Amount Spent for the Financial Year (in Rs): *NIL
b) Amount Unspent (in Rs): Rs.11,40,000/-
*The company has not fulfilled CSR obligation for the financial year 2024-25. However, the management has assured thatthey will transfer the CSR funds specified in Schedule VII as per section 135 of companies Act, 2013 within due timeline, i.e.within six months after the end of the financial year, specifically by September 30, 2024. This suggests that while theobligation has not been met within the usual timeframe, the company intends to fulfill its CSR commitments by the extended
deadline. The Company has created provision for the same. Company has entered into an understanding for undertaking CSRActivities with an entity however the project has not started yet.
9. Details of CSR amount spent against ongoing projects for the financial year- Not Applicable
10. Details of CSR amount spent against other than ongoing projects for the financial year - Not
Applicable
11. Amount spent in Administrative Overheads- Not Applicable
12. Amount spent on Impact Assessment, if applicable - Not Applicable
13. Excess amount for set off, if any -NIL
14. Details of Unspent CSR amount for the preceding three financial years-
15. Details of CSR amount spent in the financial year for ongoing projects of the preceding financialyear(s) - Not Applicable
16. In case of creation or acquisition of capital asset, furnish the details relating to the asset so createdor acquired through CSR spent in the financial year - none
17. Specify the reason(s), if the company has failed to spend two per cent of the average net profit asper section 135(5)- Not Applicable
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAIguidance note on adequacy on internal financial controls with reference to financial statements, it isstated that there is adequate internal control system in the Company.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed insection 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicableprovisions of the act and listing regulations, to the extent the transactions took place on those itemsduring the year.
1.1. Voluntary Revision of Financial Statements or Board's Report
The Company is complying with the provisions of Section 129 or 134 of Companies Act, 2013 so thereis no voluntary revision done by the company during financial year 2024- 25.
1.2. Share Capital and Provision of Money by Company for Purchase of its Own Shares by Trustees orEmployees for the Benefit of Employees
Your Company has not issued any equity shares with differential rights, sweat equity shares, employeestock options and neither made any provision of money for purchase of its own shares by trustees oremployees for the benefit of employees for the financial year ended 31.03.2025.
The Company has adopted a policy for prevention of sexual harassment at the workplace, in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 ("POSH Act").
During the financial year under review, the Company has complied with all the provisions of the POSHAct and the rules framed thereunder. Further details are as follow:
1. The number of sexual harassment complaints received during the year- NIL
2. The number of such complaints disposed of during the year- NIL
3. The number of cases pending for a period exceeding ninety days- NILSTATEMENT ON MATERNITY BENEFIT COMPLIANCE
The Company is committed to ensuring a safe, inclusive, and supportive workplace for all employees. Inaccordance with the provisions of the Maternity Benefit Act, 1961, as amended, the Company hascomplied with all applicable provisions relating to maternity benefits. The Company provides paidmaternity leave, nursing breaks, and safeguards against termination or discrimination on the groundsof maternity. Awareness initiatives are also conducted to ensure employees are informed about theirrights under the Act.
The Board of Directors facilitates the execution of Risk Management Practices in the Company, in theareas of risk identification, assessment, monitoring, mitigation and reporting. At present the Companyhas not identified any element of risk which may threaten the existence of the Company.
Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, ('Rules'), the dividend which remainsunclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid DividendAccount of the Company and shares on which dividend are unclaimed or unpaid for a consecutive periodof seven years or more are liable to be transferred to IEPF. This clause is not applicable.
There were below mentioned material changes and commitments affecting the financial position of theCompany between the end of period to which these financial statements relate and the date of thisReport:
1. The Authorised Share Capital of the Company was increased from ^17 Crores to ^25 Crores atthe Extraordinary General Meeting held on 25th July, 2025.
2. The Company has submitted an application to the National Stock Exchange of India Limited (NSE)seeking in-principle approval for the allotment of 13,93,400 Equity Shares of ^10/- each and10,75,891 Equity Shares pursuant to the conversion of warrants issued under the PreferentialAllotment
Neither any application was made nor any proceeding pending under the insolvency and bankruptcycode, 2016 (31 of2016) during the financial year.
The company has not entered into any one-time settlement.
There are no significant material orders passed by the Regulators / Courts /Tribunals which wouldimpact the going concern status of the Company and its future operations.
The threshold limit provided under Section 177(9) read with Rule 7 of the Companies (Meeting of Boardand its Power) Rule, 2014 is not applicable on the Company.
We take the opportunity to express our deep sense of gratitude to Bankers and customers for theircontinued guidance and support. Your directors would like to record their sincere appreciation of theirdedicated efforts put in by employees across all levels in the organization, which have enabled thecompany to start operations. And to you, our shareholders, we are deeply grateful for the confidenceand faith that you have always placed on us.
DIN:05194435 DIN:07436752
Add.: 85, Poorvi Marg, Vasant Vihar-1, South Add: 9/1, Shanti Niketan, Chanakya
West Delhi-110057 Puri, New Delhi-110021
Date: 06/09/2025
Place: New Delhi