To,
The Members of the Company,
M/s. Sattrix Information Security Limited
Your Directors have pleasure in presenting 12th Annual Report on the
business and operations of the Company together with the Audited Financial Statements for
the Financial Year ended March 31, 2025.
1.! FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMAPNY
The Company's financial performance, for the year ended March 31, 2025, is summarized
below:
(Amt. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from |
4,392.09 |
3,871.94 |
4,463.17 |
4,037.09 |
| Operation |
|
|
|
|
| Other Income |
43.28 |
96.18 |
43.58 |
96.20 |
Total Revenue |
4,435.37 |
3,968.12 |
4,506.75 |
4,133.29 |
| Other Operative and Administrative Expenses |
3799.96 |
3568.61 |
3801.9 |
4,098.54 |
| Depreciation & Amortization Expenses |
27.70 |
34.75 |
116.80 |
34.75 |
Total Expenses |
3827.66 |
3,603.37 |
3,918.70 |
3,856.42 |
Profit Before |
607.71 |
364.75 |
588.05 |
276.87 |
Extraordinary Items |
|
|
|
|
| Extraordinary Items |
- |
- |
- |
- |
Profit Before Tax |
607.71 |
364.75 |
588.05 |
276.87 |
Tax Expenses |
|
|
|
|
| (a) Current Tax |
155.00 |
96.00 |
155.00 |
96.00 |
| (b) Deferred Tax |
11.31 |
(4.17) |
11.31 |
(4.17) |
Profit /(Loss) for the Year |
424.27 |
268.20 |
404.61 |
180.31 |
Basic and diluted earnings per equity share |
6.57 |
5.36 |
6.27 |
3.61 |
Notes:
1.! The above figures are extracted from the audited financial statements prepared as
per Indian
Generally Accepted Accounting Principles (GAPP).
2. ! Equity Shares are at Face Value of Rs. 10 per share.
Review:
The year under review was an eventful year for the Company
1.! The Company entered the Stock Market (BSE SME Platform) through Initial Public
Offer for 18,00,000 equity shares with a Face Value of Rs. 10/- each offered under a Fixed
Price Issue Process with a price band of Rs. 121/- per share. The Issue was opened for
public on 05th June, 2024 and the issue was closed on 07th June, 2024 with an
oversubscription by 70.44 times.
2. ! The shares were listed on the BSE SME exchange on 12th June 2024.
3. ! The Company entered into MOU with Cloud IOT SDN. BHD. dt. 08th November, 2024
& formed Joint
Venture named Sattrix Information Security SDN. BHD. in Malaysia on 26th November,
2024.
2. !BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/ STATE OF
COMPANY'S AFFAIR
The Company is engaged in the business of Information security and cyber security
services. It has a presence across global including the UAE, USA and Malaysia. During the
year 2024-2025, the Company's operations, continued to be satisfactory. During the year
under review, total Revenue of the Company stood at Rs. 4,435.37 Lakhs compares to Rs.
3,968.12 Lakhs in the previous year and from Rs. 4,506.75 Lakhs compares to Rs. 4,133.29
Lakhs on standalone and consolidate basis respectively.
3. !DEPOSITS
The Company has not accepted any deposits from the public during the year under review.
4. !CHANGES IN SHARE CAPITAL
During the year under review there is no change in Authorised Share Capital of the
Company i.e. Rs. 7,50,00,000/- divided into 75,00,000 Equity Shares of Rs. 10/- each. In
the month of June, 2024, 18,00,000 Equity Shares of Rs. 10/- each were issued under
Initial Public Offer ("IPO") at a premium of Rs. 111 per Equity Share. The
Paid-Up Share Capital as on 31st March, 2025 is Rs. 6,80,00,000/- divided into 68,00,000
Equity Shares of Rs. 10/- each.
As on 31st March, 2025 all the Equity Shares of the Company were traded in electronic
form as all the Equity Shares are held in Dematerialized Form.
Listing of Shares on SME Exchange of BSE
Your Directors are pleased to inform you that the Company's securities have been listed
on SME Exchange of BSE Limited from 12th June, 2024.
The Company got its equity shares listed via Initial Public Offer on SME Exchange of
BSE Limited:
The Company made Initial Public Offer (IPO) for 18,00,000 Equity Shares for cash at an
Issue Price of Rs. 121 per Equity Share (Incl. share premium of Rs. 111/- per Equity
Shares) aggregating to Rs. 2178.00 Lakhs through an Initial Public Offer.
The Authorised Share Capital as on 31st March 2025 is Rs. 7,50,00,000/- divided into
75,00,000 Equity Shares of Rs. 10/- each. The Paid-Up Share Capital as on 31st March 2025
was Rs. 6,80,00,000/- divided into 68,00,000 Equity Shares of Rs. 10/- each.
The Company has not issued any Equity Shares with differential voting rights, sweat
equity shares, employees stock option and did not purchase its own shares. Hence there is
no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule
16(4) of the Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of
Companies Act, 2013.
5. !RESERVES
The Board of Directors has decided to retain the entire amount of profits in the profit
and loss account.
6. !CONSOLIDATED FINANCIAL STATEMENTS
In accordance with applicable provisions of the Companies Act, 2013 read with the Rules
issued thereunder, the Consolidated Financial Statements of the Company for the Financial
Year 2024-25 have been prepared in Compliance with applicable Accounting Standards issued
by the Institute of Chartered Accountants of India and on the basis of audited Financial
Statements of the Company, its subsidiary Company, as approved by the respective Board of
Directors. The Consolidated Financial Statements together with the Auditor's Report form
part of this Annual Report.
7. ! DETAILS OF HOLDING/SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANIES
During the year under review, the Company has following subsidiary:
| Name, Address of Companies & CIN/GLN |
Holding/ Subsidiary/ Associate/ Joint Venture |
% of Shares held |
Applicable Section |
| 1. Sattrix Information Security Inc |
Wholly Owned |
100 |
Section |
Address: |
Subsidiary |
|
2(87) |
| 8 THE GREEN STE B DOVER DE- 19901 |
|
|
|
| State: Delaware, City: Dover County: Kent |
|
|
|
Company (EIN): 30-1232695 |
|
|
|
| 2. Sattrix Information Security DMCC |
Wholly Owned |
100 |
Section |
Address: |
Subsidiary |
|
2(87) |
| Unit No. 4405-28-D14, Mazaya Business Avenue |
|
|
|
| BB2, Plot No: JLTE-PH2-BB2, Jumeirah Lakes |
|
|
|
| Towers, Dubai, UAE |
|
|
|
Company Registration No.: DMCC139546 |
|
|
|
| 3. (*)Sattrix Information Security SDN BHD |
Joint Venture |
51 |
Section |
Address: |
|
|
2(6) |
| NO. 64, PERSIARAN 65C, PEKELILING BUSINESS |
| CENTRE, 53000 |
| KUALA LUMPUR W.P. KUALA LUMPUR MALAYSIA |
Company Registration No.: 202401050057 |
| (1595901T) |
*During the year, the Company has entered into a Joint Venture Agreement with Cloud IOT
SDN. BHD. to establish a Joint Venture entity namely- Sattrix Information Security SDN.
BHD. in Malaysia to carry the business of Cyber Security & Information Technology
related Services in Malaysia. According to the MOU Agreement dated November 08, 2024, the
shareholding in the said Joint Venture will be 51% of the Sattrix Information Security
Limited and 49% Cloud IOT SDN. BHD. The Sattrix Information Security SDN. BHD. has been
incorporated on November 26, 2024. As per the Certificate of Incorporation dated December
03, 2024 issued by Companies Commission of Malaysia, the paid up capital of Sattrix
Information Security SDN. BHD. will be 100 (Hundred) Malaysian Ringgit. However, no amount
was subscribed or remitted during the year, and no transactions were carried out by the
Sattrix Information Security SDN. BHD. during the financial year 2024-25.
8. !SUBSIDIARY AND ASSOCIATE OF THE COMPANY
A Separate statement containing the salient features of financial statements of
subsidiary of the Company in the prescribed Form AOC-I forms a part of consolidated
financial statements in compliance with Section 129(3) and other applicable provisions, if
any, of the Companies Act, 2013 read with Rule 5 of the Companies (Account) Rules, 2014.
The said form also highlights the financial performance of the subsidiary company included
in the consolidated financial statements of the Company pursuant to Rule 8(1) of the
Companies (Accounts) Rules, 2014. Form AOC-I is given in
Annexure II.
9. !MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Annexed to this report as Annexure I.
10.! CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review there was no change in nature of Business of Company and
no changes were made to Main Object of Memorandum of Association.
11.! DIVIDEND & DIVIDEND DISTRIBUTION POLICY
The Board of Directors of the Company has not recommended any dividend for the year. In
accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2016, the Company is not required to prepare
Dividend Distribution Policy.
12.! TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profits in the profit
and loss account.
13.! ANNUAL RETURN
In accordance with the provisions of the Act, the Annual Return of the Company for the
year ended 2024-25 is hosted on website of the Company at: www.sattrix.com.
14.! PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Contracts or arrangements with related parties referred to under Section 188 of the
Act, entered into during the year under review, were on an arm's length basis. No material
contracts or arrangements with related parties were entered into during the year under
review. Accordingly, no transactions are being reported in form AOC- 2 in terms of
section 134 of the Act. Form AOC-II is given in Annexure III.
15.! PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review neither any loans nor any guarantees were extended to
Company in which Directors are interested, which were covered under Section 186 of the
Act.
16.! STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY
The Company has not developed and implemented any risk management policy as the risk
threatening the business activity carried out by the Company during the year are minimal.
17.! SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
To significant or material order was passed during the year under review by any
regulators, courts or tribunals impacting the going concern status of the Company or its
future operations. The Company has not filed any application or no proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under
review.
!
18.! MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been 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 the date of this Report.
19.! POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All employees are covered under this policy. During the year under review, the
Company did not receive any complaint.
20.!DIRECTORS AND KEY MANAGERIAL PERSONNEL
I.! Composition of Board & Board Meetings
The Board of Directors of the Company has an optimum combination of Executive,
Non-Executive and Independent Directors. As on the 31st March, 2025, the Board comprises
of 5 (Five) Directors, out of which 2 are Executive Directors that includes one Woman
Director and 3 are Non-Executive Directors. The Chairman of the Board is a Managing
Director.
The Board of Directors duly met 18 times on 09th April, 2024, 18th
April, 2024, 20th May, 2024, 29th May, 2024, 06th June,
2024, 10th June, 2024, 11th June, 2024, 09th July, 2024,
04th September, 2024, 14th October, 2024, 14th November,
2025, 03rd December, 2024, 16th January, 2025, 20th
January, 2025, 24th February 2025, 26th February, 2025, 05th
March, 2025 and 20th March, 2025 during the year.
The Composition, category and attendance of each Director at the Board and Annual
General Meeting of each Director is as follows:
| Name of the Director |
DIN |
Category of Directorship |
No. of Board Meeting Entailed to attended |
No. of Board Meetings attended |
Attendance at the Last AGM (27.09.2024) |
| Mr. Sachhin K Gajjaer |
06688019 |
Managing Director |
18 |
18 |
Yes |
| Mrs. Ronak S Gajjar |
07737921 |
Whole Time Director (Women Director) |
18 |
18 |
Yes |
| Mr. Aashish K Parekh (Appointed on 23.09.2023) |
00054785 |
Independent Director |
18 |
18 |
Yes |
| Mr. Abhishek M Binaykia (Appointed on 23.09.2023) |
10289723 |
Independent Director |
18 |
18 |
Yes |
| Mr. Mayur D Rathod (Appointed on 23.09.2023) |
10289724 |
Non-Executive Director |
18 |
18 |
Yes |
II.! Inductions
During the Year there were no inductions made on the Board.
III.! Cessations
During the Year there were no cessations on the Board.
IV.! Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 and Companies Articles of
Association, Mrs. Ronak Sachin Gajjar, Whole-Time Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible offers herself for
re-appointment. The Board recommends her re-appointment. The necessary resolution for his
re-appointment is placed before the "#$%&#'()&% for approval.
V.!Familiarization Program of 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. The Company endeavors, through presentations at
regular intervals, to familiarize the Independent
Directors with the strategy, operations and functioning of the Company and also with
changes in the regulatory environment having a significant impact on the operations of the
Company and the industry as a whole. During the year 2024-25, the Company has conducted 1
program for familiarizing the Directors for a total duration of 2 hours.
VI.! Profile of Directors seeking appointment / reappointment
As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Director
retiring and seeking reappointment and appointment at the ensuing Annual General Meeting
is annexed to the notice.
VII.! Key Managerial Personnel
As on the date of this report, the following persons are the Key Managerial
Personnel(s) of the Company: a.! Mr. Sachhin Gajjaer, Chairman & Managing Director b.!
Mrs. Ronak Gajjar, Whole-Time Director and Chief Financial Officer c.! Ms. Rina Kumari,
Company Secretary & Compliance Officer
!
VIII.! Declaration from Independent Director
All the Independent Directors of the Company have given their declarations stating that
they meet the criteria of independence as prescribed under the Section 149(6) of the
Companies Act, 2013 read with the rules made there under and in the opinion of the Board,
the Independent Directors meet the said criteria.
!!
During the year under review the Independent Directors duly met pursuant to the
provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was
present throughout the meeting.
21.! COMMITTEES
A.! AUDIT COMMITTEE
The Audit Committee is duly constituted in accordance Section 177 of the Companies Act,
2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014
as amended from time to time. It adheres to the terms of reference which is prepared in
compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015.
The Audit Committee was constituted on 09/11/2023.
The Company Secretary acts as the Secretary to the committee and the Committee Members
are:
Name Category & Position Chairman |
No. of Meetings held |
No. of Meetings attended |
| Mr. Aashish K Parekh |
05 |
05 |
| (Independent Director) |
|
|
Member |
|
|
| Mr. Abhishek M Binaykia |
05 |
05 |
| (Independent Director) |
|
|
| Mr. Sachhin K Gajjaer |
05 |
05 |
| (Managing Director) |
|
|
Two third of the members are Independent Directors and all the members are financially
literate. The composition, role, functions and powers of the Audit Committee are in line
with the requirements of applicable laws and regulations. The Audit Committee shall
oversee financial reporting process and disclosures, review financial statements, internal
audit reports, related party transactions, financial and risk management policies,
auditors' qualifications, compliance with Accounting Standards etc. and oversee compliance
with Stock Exchanges and legal requirements concerning financial statements and fixation
of audit fee as well as payment for other services etc. During the year under review 5
(Five) Audit Committee Meeting were held on 18/04/2024, 09/07/2024, 04/09/2024, 14/11/2024
& 24/02/2025.
B.! NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is duly constituted in accordance Section 178
of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and
its Powers) Rules, 2014 as amended from time to time. The Nomination and Remuneration
Committee was constituted on 09/11/2023. The Company Secretary acts as the Secretary to
the committee and the Committee Members are:
Name Category & Position |
No. of Meetings held |
No. of Meetings attended |
Chairman |
|
|
| Mr. Mayur D Rathod |
02 |
02 |
| (Non-Executive Director) |
|
|
Member |
|
|
| Mr. Abhishek M Binaykia |
02 |
02 |
| (Independent Director) |
|
|
| Mr. Aashish K Parekh |
02 |
02 |
| (Independent Director) |
|
|
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration of Directors, Key Managerial Personnel and other employees. The said policy
is available on the website of the Company (www.sattrix.com). During the year under review
2 (Two) NRC Committee Meeting was held on 04/09/2024 & 20/03/2025.
C.! STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is constituted in compliance with the
requirements of Section 178 of the Companies Act, 2013. Company Secretary is the
Compliance Officer, who acts as the Secretary to the Committee and the Members of the
Committee are: The Stakeholders Relationship Committee was constituted on 09/11/2023. The
Company Secretary acts as the Secretary to the committee and the Committee Members are:
Name Category & Position |
No. of Meetings held |
No. of Meetings attended |
Chairman |
|
|
| Mr. Abhishek M Binaykia |
01 |
01 |
| (Independent Director) |
|
|
Member |
|
|
| Mr. Aashish K Parekh |
01 |
01 |
| (Independent Director) |
|
|
| Ms. Ronak S Gajjar |
01 |
01 |
| (Whole Time Director) |
|
|
The Stakeholders Relationship Committee looks into shareholders. complaints related to
transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock
Exchanges, Court and various Investor Forums. It oversees the performance of the
Registrars and Transfer Agent and recommends measures for overall improvement in the
quality of investor services. The Company is in compliance with SCORES, which has
initiated by SEBI for processing the investor complaints in a centralized web-based
redress system and online redressal of all the shareholders complaints.
During the year under review 1 (One) Stakeholders Relationship Committee Meeting was
held on 04/09/2024.
During the year under review no grievances were received based on the reports from
Bigshare services private limited.
22.! POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Director's appointment and remuneration including criteria for
determining quali cations, positive attributes, independence of Director, and other
matters forms part of report on
Corporate Governance. The detailed policy is available on the Company's website at: www.sattrix.com.
23.! DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors report that: a.! in the
preparation of the section annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures; b.! it has
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 a!airs of the Company at the end of the nancial year and of the pro t or loss of the
Company for that period. c.! proper and su"cient care has been taken 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 annual accounts are prepared on a going concern basis; e.!
proper internal nancial controls are in place and that such internal nancial controls are
adequate and are operating e!ectively; and f.! systems to ensure compliance with the
provisions of all applicable laws were in place and that such systems were adequate and
operating e!ectively.
24.! PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing
the disclosures pertaining to remuneration and other details as required under the Act and
the above Rules are provided in the Annual Report. The disclosures as specified under Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is annexed to this Report as
Annexure IV.
25.!AUDITORS
A.! STATUTORY AUDITORS
M/s. A N Ruparel & Co, Chartered Accountants (Firm Registration No. 113413W), the
present Statutory Auditors ("Auditors") of the Company. The Auditors were
appointed as the Statutory Auditor of the Company to hold office for a period of 5 (five)
years from the conclusion of 11th (Eleventh) Annual General Meeting of the Company till
the conclusion of 16th (Sixteenth) Annual General Meeting of the Company. The Report given
by the Auditors on the financial statements of the Company is part of the Annual Report.
The Auditors Report for the financial year 2024-25 does not contain any qualification,
reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any
incident of fraud to the Audit Committee of the Company during the financial year 2024-25.
B.! SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing
Regulations, the Company has appointed M/s Govil Rathi & Associates, Company Secretary
in Practice, to undertake Secretarial Audit of the Company. The Secretarial Audit Report
for the financial year 2024-25 submitted by him in the prescribed form MR-3 forms part of
this Annual Report as "Annexure-C".
Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of
Directors at their respective meetings held on 02nd September, 2025 have approvedand
recommended for approval of Members, appointment of M/s. Govil Rathi and Associates,
Practicing Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the
Company for a term of upto 5(Five) consecutive years, to hold office from financial year
2025-26 till financial year 2029-30. Accordingly, a Resolution seeking Members' approval
is included at item No. 3 of the notice convening the Annual General Meeting.
A detailed proposal for appointment of Secretarial auditor forms part of the Notice
convening this AGM.
C.! COST AUDITORS
As the overall turnover from all the products and services was not more than Rs. 100.00
crores during the immediately preceding financial year 2024-25, the provisions in respect
of Cost Audit are not applicable to the Company in terms of Rule 4 of the Companies (Cost
Records and Audit) Rules, 2014.
D.! INTERNAL AUDITOR
The Company has appointed Ms. Ekta Rajguru as Internal Auditor for the financial year
2024- 2025.
26.! STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY
The Company has not developed and implemented any risk management policy as the risk
threatening the business activity carried out by the Company during the year are minimal.
27.! VIGIL MECHANISM
The Company believes in the conduct of its affairs in a fair and transparent manner to
foster professionalism, honesty, integrity and ethical behavior in its employees &
stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil
mechanism.
Also, the Code of Business Conduct (Code) lays down important corporate ethical
practices that shape the Company's value system and business functions and represents
cherished values of the Company.
28.!ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has designed and implemented a process driven framework for Internal
Financial Controls (‘IFC') within the meaning of the explanation to Section 134(5)(e)
of the Act. For the year ended March 31, 2025, the Board is of the opinion that the
Company has sound IFC commensurate with the nature and size of its business operations and
operating effectively and no material weaknesses exist. The Company has a process in place
to continuously monitor the same and identify gaps, if any, and implement new and / or
improved controls wherever the effect of such gaps would have a material effect on the
Company's operations.
During the year, no reportable material weakness was observed.
29.! COMPLIANCE OFFICER
The Compliance Officer of the Company is Ms. Rina Kumari who is the designated
Company Secretary of the Company.
30.! SECRETARIAL STANDARDS
During the year under review, the Company has generally complied with applicable
Secretarial Standards issued by the Institute of the Company Secretaries of India.
31.! INSURANCE
The properties such as machineries, furniture, fixtures, computers, stock etc. remained
to be adequately insured.
32.! CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the Act, read with the
Companies (Accounts) Rules, 2014 is annexed to this report as Annexure VI.
33.! LISTING FEES
The equity shares of the Company are listed on of BSE and the Company has paid the
annual listing fees for the year 2024-25.
34.! 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
During the year under review, there was no instance of one-time settlement with any
Bank/Financial Institution. Hence, the disclosure relating to difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks/Financial Institutions is not applicable to the Company.
35.! STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
The Nomination and Remuneration Committee annually evaluates the performance of
individual Directors, Committees, and of the Board as a whole in accordance with the
formal system adopted by it. Further, the Board also regularly in their meetings held for
various purposes evaluates the
!
performance of all the Directors, committees and the Board as a whole. The Board
considers the recommendation made by the Nomination and Remuneration Committee in regard
to the evaluation of board members and also tries to discharge its duties more
effectively. Each Board member's contribution, their participation was evaluated and the
domain knowledge they bring. They also evaluated the manner in which the information flows
between the Board and the Management and the manner in which the board papers and other
documents are prepared and furnished.
36.! REGISTRAR AND SHARE TRANSFER AGENT
The Company has appointed Bigshare services private limited as its Registrar and
Share Transfer Agent and executed post IPO Agreement for availing its various services.
37.! HUMAN RESOURCE
Your Company considers its Human Resource as the key to achieve its objective. Keeping
this in view, your Company takes utmost care to attract and retain quality employees. Your
Company appreciates the spirit of its dedicated employees.
38.! COMMENT ON NOCLAR
During the year under review, the management has not come across any instance of
non-compliance with applicable laws and regulations, nor has any such matter been reported
by the senior professional accountants in service, except as disclosed elsewhere in this
Report. The Company has duly complied with the applicable provisions and guidance relating
to Non-Compliance with Laws and Regulations (NOCLAR) as prescribed under the relevant
regulatory framework. Further, the Company received funds through an Initial Public
Offering (IPO) during the year. The unutilized portion of these funds was, in accordance
with applicable regulatory guidelines, temporarily invested in mutual funds to ensure
optimal short-term returns and liquidity. Prior to the close of the financial year, these
mutual fund investments were fully redeemed and the proceeds were subsequently placed in
fixed deposits with scheduled commercial banks, pending their utilization for the purposes
as stated in the IPO offer document.
39.!ACKNOWLEDGEMENTS
The Board of Directors is grateful and wish to record its appreciation for the
co-operation and support of the shareholders of the Company, Bankers of the Company,
clients of the Company and all employees including the workers, staff and management and
all others concerned with the Company's business.
Your Directors gratefully acknowledge the on-going support and co-operation provided by
Central and State Government, Stock Exchange, SEBI, NSDL, CDSL and other regulatory
bodies.
| Date:- 02nd September, 2025 |
On behalf of the Board of Directors |
|
| Place:- Ahmedabad |
|
|
|
Sd/- |
Sd/- |
|
Sachhin Gajjaer |
Ronak Gajjar |
|
Managing Director |
Whole Time Director & CFO |
|
DIN: 06688019 |
DIN: 07737921 |
|