As on: Dec 30, 2025 05:19 PM
To
The Members,
Beacon Trusteeship Limited
5W, 5th Floor, The Metropolitan,
E-Block, Bandra Kurla Complex,
Bandra (E), Mumbai 400051
Your Directors have pleasure in presenting the 10th Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March 2025:
FINANCIAL RESULTS:
in Lakhs)
Standalone Results Consolidated Results
Particulars
Total Income
Less: Total Expenses
Profit Before Tax
Less: Tax Expenses
Current Tax
Deferred Tax
Short/(Excess) Provision of tax of earlier years
Profit After Tax
EPS:
i. Basic
ii. Diluted
REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS:
During the financial year ended March 31, 2025, the Company acted as a Trustee for total of 739 transactions, compared to 589 transactions in the previous financial year. The revenue from operations stood at ^2,572.68 lakhs, reflecting an increase of over 25% compared to ^1,991.56 lakhs in the previous financial year. Despite a minor decline in the Earnings Per Share (EPS) from ^3.64 to ^3.18, attributable to an increase in the total number of shares post-IPO, the Profit After Tax (PAT) rose by more than 10%, increasing from ^516.40 lakhs to ^574.92 lakhs.
These figures reflect the Company's continued efforts to strengthen its market position, improve operational efficiency, and deliver value to its stakeholders.
DIVIDEND
The Board of Directors has not recommended any dividend for the financial year ended March 31, 2025.
This decision has been taken after careful consideration of the Company's long-term strategic priorities. We believe that the reinvestment of earnings into expansion initiatives and network development will position the Company for sustained growth and profitability. This approach is aimed at enhancing shareholder value over the long term.
CHANGE IN NATURE OF BUSINESS
The Company is engaged in the business of Trusteeship Servies viz. Debenture / Bond Trusteeship, Security Trusteeship, Safe Keeping, Securitization, Management of Speical Purpose Vehicle (SPVs), Managing Trust and allied services and is registered with the Securities and Exchange Board of India (SEBI) under the SEBI (Debenture Trustees) Regulations, 1993, as amended from time to time. There has been no change in nature of business of the Company during the year.
TRANSFER TO RESERVE
During the year, no amount is proposed to be transferred to the General Reserve from the Surplus.
SHARE CAPITAL AND OTHER CHANGES
A. Authorized Share Capital
The Authorized Share capital of the Company stands at Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 Equity Shares of Rs.10 each
B. Paid up Share capital:
Over the course of the year, the number of shares increased in several stages:
On March 31, 2024 the issued, subscribed and paid-up capital of the Company stood at Rs. 14,19,29,130 divided into 1,41,92,913 Equity Shares of Rs. 10 each.
Thereafter on June 04, 2024, an Initial Public Offer (IPO) boosted the Paid-up Share Capital of the Company to Rs. 18,06,49,130 divided into 1,80,64,913 Equity Shares of Rs. 10 each.
C. Preferential Issue
During the Financial Year, no shares were issued under any Preferential Issue.
D. Right Issue
During the year, the Company has not made any rights issue.
E. Bonus Issue
During the year, the Company has not issued any Bonus Shares.
F. Issue of Equity Shares with Differential Rights
The company does not have Equity Shares with differential rights and has not issued any shares with differential rights during the financial year 2024-25.
G. Issue of Sweat Equity Shares
During the Financial Year, no shares were issued as Sweat Equity Shares under any Scheme.
H. Issue of Employee Stock Options
During the Financial Year, no shares were issued under any Scheme of Employee Stock Option.
The Board of Directors of the Company at their meeting held on March 26, 2025 had approved the Beacon Trusteeship Limited Employee Stock Option Plan 2025 and the same was approved by the Members of the Company through a Postal Ballot ended on June 18, 2025. The plan provides for the issuance of 1,50,000 Options convertible into Ordinary Equity Shares to the identified employees as per the terms more fully described in the Plan.
I. Provision of money by company for purchase of its own shares by employees or by trustees for the Benefit of employees
There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees.
J. Splitting/Sub Division of shares
No splitting/subdivision of shares was done during the financial year 2024-25.
K. Issue of Shares Through Initial Public Offer and Listing of Shares
During the year under review the Company had made an Initial Public Offer comprising of a Fresh Issue of
38.72.000 Equity shares and the Offer for Sale 15,48,000 Equity shares; the whole issue aggregating to
54.20.000 Equity Shares of Rs, 10 each for cash price of Rs. 60/- each, (including the share premium of Rs. 50/- per Equity Share) amounting to Rs. 3,252.00 Lakhs, vide prospectus dated May 30, 2024 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.
The Equity Shares of the Company got listed on the NSE Emerge with effect from June 04, 2024.
UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE
The Company had raised funds through Initial Public Offer (IPO) on June 04, 2024 where the equity shares of the Company are listed on NSE EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue have been completely utilized for the purpose for which it was raised by the Company in accordance with the terms of the issue.
The object of the issue are mentioned below:
Our Company intends to Utilized the Net Proceeds for the following objects:
SR No. Particulars
1 Building Up Technology Infrastructure for our existing business
2 Investment in Wholly owned subsidiary i.e. Beacon Investor Holdings Private Limited, to
commence the services of Depository Participant and Registrar & Share Transfer Agent.
3 Purchase of New Office Premises
4 General Corporate Purposes
5 Public Issue Expenses
TOTAL
*As per the Prospectus of the issue
RECOGNITIONS AND FEATURINGS DURING THE YEAR
Throughout the year, Beacon Trusteeship Limited was acknowledged across various reputed platforms for its participation in industry discussions, insights, and service milestones. Key mentions include:
1. An article titled "Transforming India's Debt Securities Market: Innovation, Regulation, and Digital Trust", authored by Mr. Pratapsingh Nathani, Chairman and Managing Director of Beacon Trusteeship Limited, was published in ET-CISO.in, addressing the evolving regulatory landscape and digital transformation in the debt market.
2. As reported by Prime Database, Beacon Trusteeship Limited was ranked as the No. 1 Debenture Trustee for Public Debt Issuances, reflecting the company's continued engagement and activity in this segment.
3. Mr. Pratapsingh Nathani was featured in Outlook Magazine under the category -Visionaries of the 5 Trillion Economy, in recognition of his perspectives on the country's economic development.
4. A financial literacy article titled "Understand How Amortization Impacts Your Home Loan EMI", authored by Mr. Nathani, appeared in The Economic Times, contributing to the broader conversation on retail finance awareness.
5. Beacon Trusteeship was featured in ET Panache in a piece titled "Providing Value Addition Beyond Mere Trusteeship", highlighting the company's efforts to support clients with a wider range of solutions.
6. Beacon Investor Holdings Private Limited, announced its entry into the Registrar and Share Transfer Agent (RTA) Services space. This development was covered in ETNow through an article authored by Mr. Kaustubh Kulkarni, Executive Director, Beacon Trusteeship Limited
ANNUAL RETURN
In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual return of the Company i.e. form MGT-7 for FY 2023-24 has been uploaded on the website of the Company at https://beacontrustee.co.in/
Similarly, the Annual Return of the Company i.e. form MGT-7 for FY 2024-25 will be uploaded on the website of the Company at https://beacontrustee.co.in/ once the same is due.
BORROWINGS
During the year under review, the Company has not raised money through borrowing from banks and/or financial institutions. Further, there has been no instance of one-time settlement with Bank and hence, the disclosure regarding difference in valuation is not required.
DIRECTORS AND KEY MANAGERIAL PERSONNEL AND BOARD MEETINGS
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sanjay Bhasin, Non-Executive Non-Independent Director of the Company (DIN: 08484318) is liable to retire by rotation at the ensuing 10th AGM and being eligible, has offered himself for re-appointment. On the recommendation of the NRC, the Board of Directors recommends his re-appointment as Director, liable to retire by rotation. The said re-appointment is subject to the approval of members at the ensuing AGM.
Further details including date of appointment/ retirement/ resignation, directorship/ committee membership etc. can be found in the Explanatory Statement forming a part of the Notice of the ensuing Annual General Meeting. In the opinion of the Board, all directors including the directors appointed / re-appointed during the year possess requisite qualifications, experience and expertise and hold high standards of integrity.
As on the date of this report, the Company has the following Key Managerial Persons as per Section 203 of the Act:
Name of the KMP
Mr. Pratapsingh 1. Nathani
Ms. Sneha Patel
Ms. Pratibha Tripathi
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted requisite declarations confirming that they
i. continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(l)(b) of the SEBI Listing Regulations and are independent; and
ii. continue to comply with the Code of Conduct laid down under Schedule IV of the Act.
iii. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or under the order of any such authority.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices.
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company https://beacontrustee.co.in/
BOARD COMMITTEES
As on the date of this report the Board has the following committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee
DETAILS OF THE COMMITTEE AND THE MEETINGS OF THE COMMITTEES
1. AUDIT COMMITTEE
The Company has duly constituted the Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013. The following Directors are members of Audit Committee:
S.No. Name of the Directors
1 Mr. Vasan Paulraj
2 Mr. Pratapsingh Nathani
3 Mrs. Bhoomika A. Gupta
All the members of the Audit Committee are financially literate. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
The following Meetings of the Audit Committee were held during the Financial Year 2024-25:
S.No. Date of Committee meetings
1 5th April, 2024
2 13th May, 2024
3 29th August, 2024
4 13th November, 2024
5 17th January, 2025
6 26th March, 2025
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of the Companies Act, 2013 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014.
Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman
of the Audit Committee. The whistle blower policy can be accessed at https://beacontrustee.co.in/
2. NOMINATION AND REMUNERATION COMMITTEE
The Company has duly constituted the Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The following Directors are members of Nomination and Remuneration Committee:
1 Mr. Sanjay Sinha
2 Mr. Sanjay Bhasin
3 Mr. Vasan Paulraj
The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2024-25:
1 29th August, 2024
2 13th November, 2024
3 26th March, 2025
The Nomination and Remuneration Policy prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 can be found on the website of the Company at https://beacontrustee.co.in/
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The following Directors are members of Stakeholders Relationship Committee:
2 Mr. Pratapsingh 1. Nathani
3 Mr. KaustubhK. Kulkarni
The following Meetings of the Stakeholders Relationship Committee were held during the Financial Year 2024-25:
DETAILS OF THE MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Directors of the Company duly met Eight (8) times during the year, all the Board Meetings were conducted in due compliance with the Companies Act, 2013 and Secretarial Standards on Board Meeting.
The following Meetings of the Board of Directors were held during the Financial Year 2024-25:
3 27th May, 2024
4 31st May, 2024
5 29th August, 2024
6 13th November, 2024
7 17th January, 2025
4 26th March, 2025
The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.
Attendance of Directors at Board Meetings held during the Financial Year 2024-25
Date of Board Meeting
Nathani
Sinha
Bhasin
Paulraj
Kulkarni
Gupta
5th April, 2024
13th May, 2024
27th May, 2024
31st May, 2024
29th August, 2024
13th November, 2024
17th January, 2025
26th March, 2025
ANNUAL GENERAL MEETING DETAILS
The AGM of the Company was held on September 28, 2024 for the FY 2023-2024.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of Investments, Loans & Advance, Guarantees or Securities, if any, made during the year under review, are provided under the Notes to the Standalone and Consolidated Financial statements of the Company.
The aforementioned details are specifically provided under Note No. 10 and 11 of the Standalone and Consolidated Financial statements of the Company.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013.
During the year, the Company did not enter any transaction, contract or arrangement with related parties, that could be considered material in accordance with the SEBI Listing Regulations and the Company's Policy on Related Party Transactions ("RPT Policy"). Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.
Details of the related party transactions as per the applicable accounting standards form a part of the Notes to the Standalone Financial Statements and Consolidated Financial Statements.
The aforementioned details are specifically provided under Note No. 23 of the Financial statements of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Directors furnish the information as below:
Conservation of Energy
i. the steps taken or impact on conservation of energy;
ii. the steps taken by the company for utilizing alternate sources of energy;
iii. the capital investment on energy conservation equipment's
Technology Absorption
Foreign Exchange Earnings and Outgo
Earnings
Outgo
DISCLOSURE FOR TECHNOLOGY ABSORPTION:
i The efforts made towards technology absorption:
ii The benefits derived like product improvement, cost reduction, product development or import substitution etc
iii In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
a. The details of technology imported
b. Year of Import:
c. Whether the technology been fully absorbed;
d. If not fully absorbed, areas where has not taken place, reasons thereof
iv The expenditure incurred on Research and Development
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY
The Company has the following Subsidiary and Associate Companies as detailed hereunder:
Sr.
.. Name of the Directors No.
Subsidiary/
Associate
Percentage of Shareholding
Beacon Payroll & Benefits Private Limited
49%
Beacon Investor Holding Private Limited
Subsidiary
100%
Beacon Fiduciary Services (Mauritius) Limited
08th January, 2025
Beacon Fiduciaries Pte. Ltd. (Singapore)
25th February, 2025
A statement containing salient features of the financial statement of the said Associate Company is provided in Form AOC-1 attached to the financial statements.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and till the date of this report.
A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
The Company has a Proper Risk Management Policy towards Operations and Administrative affairs of the Company. The Audit committee reviews the Risk Management systems. The Policy can be found on the website of the Company at https://beacontrustee.co.in/
The Board has been in a position to identify element of risk(s) associated with the operation and functioning of the Company and basis which the Company does not see any threats towards the existence of the Company.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following are the Directors and KMPs of the Company as on 31st March 2025:
DIN/ PAN
Name of Director/KMPs
07224752
Mr. Pratapsingh 1 Nathani
08484318
Mr. Sanjay Bhasin
08253225
Mr. Sanjay Sinha
08394150
Mr. Paulraj Vasan
02901117
Executive Director
02630074
Independent Director
BITPD5847A
Chief Financial Officer
AYNPT2360H
Company Secretary
A brief profile of the Directors is available at the Company's website at https://beacontrustee.co.in/. The composition of the Board is in conformity with the Act and consists of a combination of Executive and Non- Executive Directors and not less than l/3rd of the Board comprising of Independent Directors as required under the Act.
During the year, there were no changes in the Board of Directors and Key Managerial Personnel of the Company. Further, since no Independent Director has been appointed on the Board during the F.Y 2024-25, the Board is not required to provide a statement with regard to integrity, expertise and experience (including the proficiency) of the independent directors.
Further, in terms of the provisions of section 152 of the Companies Act, 2013, Mr. Sanjay Bhasin, Non- Executive Non-Independent Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.
BOARD EVALUATION
The annual evaluation of the performance of the Board, its committees and of individual directors is conducted on the basis of the inputs received from all the Directors of the Company with respect to the effectiveness of Board processes, information flow, frequency of meetings and functioning etc. Further, a meeting of the Independent Directors was conducted to review the performance of the Board as a whole and that of Non-Independent Directors.
The evaluation results were discussed at the meeting of Board of Directors. The Directors were satisfied with the overall Board performance and effectiveness.
STATUTORY AUDITORS AND AUDIT REPORT
M/s MLR and Associates LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 9th AGM of the Company held on September 28, 2024 for a term of five years to hold office till the conclusion of the 14th AGM of the Company to be held in the year 2029.
The Statutory Auditors have issued an unmodified opinion on the standalone and consolidated financial statements of the Company for the year ended March 31, 2025 and the Auditor's Report for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.
The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.
The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on January 17, 2025 had appointed Mr. Sidharath Jain, Practicing Company Secretary (Membership No.: A70075 CoP No. 26261), as Secretarial Auditor of the Company for the financial year 2024-25.
The Secretarial Audit Report for the financial year is annexed as Annexure IV to this report in the prescribed form MR-3 pursuant to the provisions of Section 204 of the Act.
The Secretarial Auditors' Report for the Financial year 2024-25 does not contain any qualification, reservation or adverse remark except for:
1. Filing of e-forms with Ministry of Corporate Affairs (‘MCA') beyond prescribed time with additional fees.
2. Delay in disclosure of the administrative warnings issued by SEBI, Compliance Certificate under SEBI (PIT) Regulations 2015 from the Company Secretary for the quarter ended June 24, Schedule of Investor Meet, etc to the Stock Exchange.
3. Non-publication of Newspaper Advertisement immediately on completion of despatch of notices for the Annual General Meeting held on 28/09/2024 as required by Section 101 of the Companies Act 2013 read with Rule 20 of Companies (Management & Administration) Rules,2014.
4. Non-disclosure to Stock Exchange — RTA Certificate under Regulation 74(5) of SEBI (Depositories & Participants) Regulations, 2018 for the quarter ended June 2024.
BOARDS RESPONSE
The Company acknowledges the importance of regulatory compliance and is committed to upholding the highest standards of corporate governance. Moving forward, every reasonable effort will be made to ensure full compliance with all applicable laws, rules, and regulations. The Company is also instituting necessary measures to prevent any recurrence of such lapses. We remain committed to complying with the law in both letter and spirit and to conducting our operations as a responsible and accountable corporate citizen.
INTERNAL AUDITOR
Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules
made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on the recommendation of Audit Committee, M/s Sudhir Kedia & Co. (FRN: 0116063W, Membership No. 100486) were appointed as the Internal Auditor of the company to conduct an Internal Audit of the functions and activities of the company for the Financial Year 2024-25 at such remuneration as may be fixed by the Board of Directors / Audit Committee.
COST RECORDS
The Central Government has not mandated maintenance of cost records as required under section 148(1) of the Companies Act, 2013, in relation to the business operations of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
In accordance with the requirements of Section 135 of the Act, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated a CSR Policy, which is available on the website of the Company at https://beacontrustee.co.in/wpcontent/uploads/investor/csr_policv_beacon.pdf .
In accordance with the provisions of Section 135 of the Companies Act, 2013, the unspent CSR amount pertaining to the financial year 2023-24 was transferred to a
a fund specified under Schedule VII as per the second proviso to sub-section (5) of Section 135, viz. Prime Ministers National Relief Fund on September 10, 2024 which was within the prescribed period of six months of the end of FY 2023-24, i.e., 30th September 2024.
The Company has already taken steps to prevent any recurrence of such shortfalls in CSR Expenditure in the future. The entire process, including timely determination of CSR Expenditure obligations, selection of projects, implementation, and monitoring of the utilization of prescribed CSR Expenditure during respective financial years, is being strengthened.
The Annual Report on CSR activities for the financial year ended March 31, 2025, including the reasons for the unspent CSR amount if any; is attached as Annexure-ll to this Report.
FRAUD REPORTING
The Auditors of the Company has not reported any frauds under sub-section (12) of Section 143 other than those which are reportable to the Central Government and hence the details in this regard are not applicable.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY
During the year under review, the Company has not made any application nor any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There has been no instance of one-time settlement with Bank and hence, the disclosure regarding difference in valuation is not required.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant or material order has been passed by any Regulator, Court or Tribunal during the financial year ended 31st March 2025 which could impact the going concern status and company's operations in future.
DEPOSITS
The Company has not accepted any deposit covered under section 73 to 76 of Companies Act, 2013 and hence it is not applicable.
CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.
Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2025.
SECRETARIAL STANDARDS
The Company has Compiled with the applicable requirements as prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the relevant provisions of the Companies Act, 2013 and Circulars/Notifications issued by Ministry of Corporate Affairs in this regard.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting.
During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.
DIRECTOR'S RESPONSIBILITY STATEMENT
As required under section 134(5) of the Companies Act, 2013, the Directors confirm that:-
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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; and
(e) the directors had laid down the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
It is the continuous endeavor of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.
Following is the constitution of the Internal Committee:
Sr. Post of Committee No. Members
Number
1 Presiding Officer
2 Member
ustee.co.in
3 Member
stee.co.in
4 External Member
During the period ended 31st March, 2025, no complaints pertaining to sexual harassment was received by the Company. The Company has duly constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25:
Number of complaints received
Number of complaints disposed off
Number of cases pending for more than ninety days
We also hereby confirm that during the year under review the Company has duly complied with the provisions of the Maternity Benefit Act 1961.
PARTICULARS OF EMPLOYEE
The information required under Section 197 of the Companies Act, 2013 and the Rules made thereunder are annexed to this Report as Annexure III.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their gratitude to the Statutory Authorities, Employees, Bankers and Consultants for their valuable support and co-operation during the period under review.
On behalf of the Board of Directors of
Pratapsingh Nathani
Chairman & Managing Director
DIN: 07224752
Kaustubh Kulkarni
Director
DIN : 02901117
Date: 25/07/2025
Place: Mumbai
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