Director's report
Dear Members,
Your Directors have the pleasure of presenting the Thirteenth Annual Report together
with the Audited Financial Statements of your Company for the financial Year ended March
31, 2025.
1. Financial Summary
The Company's financial performance for the financial year ended March 31, 2025:
|
|
|
|
(Amount in INR - Lakhs) |
Particulars |
Year ended March 31, 2025 (consolidated) |
Year ended March 31, 2024 (consolidated) |
Year ended March 31, 2025 (Standalone) |
Year ended March 31, 2024 (Standalone) |
Revenue from Operations |
8,576.87 |
5,499.22 |
6,149.79 |
5,880.82 |
Profit Before Tax |
1,502.55 |
1.67 |
808.97 |
738.76 |
Less: Current Tax |
454.09 |
239.69 |
378.15 |
239.69 |
Deferred Tax |
(144.56) |
(42.73) |
(83.07) |
(42.73) |
Income Tax earlier years |
3.67 |
0.34 |
3.67 |
0.34 |
Profit for the Year |
1,189.35 |
(195.62) |
510.22 |
541.46 |
2. BUSINESS PERFORMANCE
(a) consolidated financial reports
Your Company has achieved a consolidated total revenue of INR 8,576.87 lakhs during the
financial year ended 31 March 2025 as against a total revenue of INR 5,499.22 lakhs in the
corresponding previous financial year ended 31 March 2024. Consolidated profit before tax
for the year stood at INR 1,502.55 lakhs compared to INR 1.67 lakhs for the previous
corresponding year. The Profit after tax for the period stood at INR 1,189.35 lakhs as
against a loss of INR 195.62 lakhs during the corresponding year.
3. RESERVE & SURPLUS
The Board of Directors have decided to retain the entire amount of profit under
Retained Earnings. Accordingly, your Company has not transferred any amount to General
Reserves for the year ended 31 March 2025.
4. CHANGE IN THE NATURE OF BUSINESS
The Company did not commence any new business nor discontinue/sell or dispose off any
of its existing businesses and also did not hive off any segment or division during the
financial year. Also, there has been no change in the nature of business carried on by the
Company's subsidiary during the year under review.
5. MATERIAL CHANGES 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 and up to the date
of the report.
6. DIVIDEND
Your Directors have recommended a final dividend of Re. 1 (at the rate of 10 percent)
per equity share out of the profits of the Company for the year ended on 31st March 2025,
on the 1,04,06,663 fully paid up equity shares of the Company absorbing Rs.1,04,06,663 out
of the profits, subject to members approval at the Annual General Meeting.
7. SHARE CAPITAL OF THE COMPANY
A. AUTHORIZED SHARE CAPITAL
The authorized share capital of the Company as on 31 March 2025 was INR 12,00,00,000
(Rupees Twelve Crore Only) divided into 1,20,00,000 (One crore twenty lakh) Equity Shares
of INR.10/- (Rupees Ten only) each.
B. PAID-UP SHARE CAPITAL
The paid-up Equity share capital of the Company as on 31 March 2025 was INR10,40,66,630
(Rupees Ten Crore forty lakhs sixty six thousand six hundred thirty only) divided into
1,04,06,663 (One Crore four lakh six thousand six hundred sixty three) equity shares of
INR10/- (Rupees Ten Only).
PREFERENTIAL ALLOTMENT
During the year, the Company issued and allotted 6,07,663 Equity shares at a premium of
INR 122 on preferential basis on 25 April, 2024 having a face value of INR.10/- each fresh
investors as well as to certain employees.
INITIAL PUBLIC OFFER ("IPO") AND LISTING OF EQUITY SHARES
During the year under review, the Company conducted its initial public offering (IPO)
of
27.99.000 equity shares, each with a face value of INR.10/-, in accordance with SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares were offered
at a price of INR 200/- per share, including a premium of INR 190/- per share.
The IPO was open for subscription from 13 September, 2024, to 16 September, 2024. The
shares were allotted to applicants on 20 September, 2024, at the offer price of INR.200/-
per share. The Company's equity shares began trading on the SME Platform (EMERGE) of the
National Stock Exchange of India Limited (NSE) from 24 September, 2024. Additionally, the
Articles of Association have been updated to comply with the Listing Regulations and Stock
Exchange requirements.
The Company, vide its Prospectus dated 20 September 2024 ("Prospectus")
raised INR 5.598.00 lakhs from the initial public offer of its equity shares (the 'IPO').
Out of the proceeds of INR 5,598 lakhs raised from the IPO, INR 4,623 lakhs were
utilized by the Company during the financial year 2024- 25 for the purposes outlined in
the prospectus dated 20 September 2024.
8. CHANGE IN NAME OF THE COMPANY
The Company's name was changed from "PELATRO PRIVATE LIMITED" to PELATRO
LIMITED" effective 29 May, 2024, following its conversion from a Private Limited
Company to a Public Limited Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company as on 31 March, 2025 comprised of four (4)
Directors out of which one (l) is Executive Director and one (l) is Non-Executive Director
and two (2) are Independent Directors. The composition of the Board of Directors of the
Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 with an appropriate combination of Executive, Non-Executive and Independent
Directors.
The Directors and Key Managerial Personnel of the Company are summarized below:
SL No Name |
Designation |
DIN/PAN |
1 Subash Menon |
Chairman and Managing Director |
00002486 |
2 Anuradha |
Non-executive Director |
07660540 |
3 Kalpathi Ratna Girish |
Independent Director |
07178890 |
4 Danda Venkateshwar Prasad |
Independent Director |
01280303 |
5 SharatGHegde |
Chief Financial Officer |
ADAPH9585N |
|
Company Secretary |
|
6 KhushbooSharma |
and Compliance Officer |
BXPPS5400P |
During the year, the following Directors & KMP were appointed to the Board
• Danda Venkateshwar Prasad was appointed as the Independent Director via Members'
resolution dated June 18, 2024.
• Kalpathi Ratna Girish was appointed as the Independent Director via Members'
resolution dated June 18, 2024.
• Sharat G Hegde was appointed as Chief Financial Officer via Board resolution
dated May 22, 2024.
• Khushboo Sharma was appointed as Company Secretary and Compliance Officer via
Board resolution dated April 25, 2025, appointment w.e.f May 01, 2025.
During the year, the following Directors resigned from their directorship
• Arun Kumar Krishna Reddy resigned via Board resolution dated June 18, 2024.
• Sudeesh Yezhuvath resigned via Board resolution dated June 18, 2024.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 Subash Menon (DIN:
00002486) will retire by rotation at the Thirteenth Annual General Meeting and being
eligible has offered himself for re-appointment. None of the Directors of the Company are
disqualified under Section 164(2) of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL (KMP)
In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 ('the
Act'), the following are the KMPs of the Company:
• Subash Menon, Chairman & Managing Director.
• Sharat G Hegde, Chief Financial Officer
• Khushboo Sharma, Company Secretary & Compliance Officer.
10. DECLARATION BY INDEPENDENT DIRECTORS
Directors who are Independent, have submitted a declaration as required under Section
149(7) of the Act that each of them meets the criteria of Independence as provided in Sub
Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time
and there has been no change in the circumstances which may affect their status as
independent Director during the year. In the opinion of the Board, the Independent
Directors possess an appropriate balance of skills, experience and knowledge, as required.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs (IICA).
11. DETAILS OF MEETINGS OF BOARD OF DIRECTORS
A. BOARD OF DIRECTORS
During the financial year 2024-25, 21 (Twenty-one) meetings of the Board of Directors
were held and the details of meetings attended by the Directors are as follows:
SL No |
Date of Meeting |
| 1 |
April 08, 2024 |
| 2 |
April 17, 2024 |
| 3 |
April 25, 2024 |
| 4 |
May 01, 2024 |
| 5 |
May 13, 2024 |
| 6 |
May 22,2024 |
| 7 |
June 10, 2024 |
| 8 |
June 12, 2024 |
| 9 |
June 18, 2024 |
| 10 |
June 26, 2024 |
| 11 |
July 23, 2024 |
| 12 |
Sep 05, 2024 |
| 13 |
Sep 09, 2024 |
| 14 |
Sep 13, 2024 |
| 15 |
Sep 20, 2024 |
| 16 |
Oct 04, 2024 |
| 17 |
Nov 04, 2024 |
| 18 |
Nov 15, 2024 |
| 19 |
Dec 17, 2024 |
| 20 |
Dec 26, 2024 |
| 21 |
Feb 17, 2025 |
The details of meetings attended by the Directors are as follows:
SL No |
Name of Director |
No. of Meetings entitled to attend |
No. of meetings attended |
1 |
Arun Kumar Krishna Reddy |
09 |
09 |
2 |
Sudeesh Yezhuvath |
09 |
09 |
3 |
Subash Menon |
21 |
20 |
4 |
Danda Venkateshwar Prasad |
13 |
10 |
5 |
Kalpathi Ratna Girish |
13 |
07 |
6 |
Anuradha |
21 |
19 |
B. Audit Committee of Board of Directors
As a measure of good Corporate Governance and to provide assistance to the Board of
Directors in overseeing the Board's responsibilities, an Audit Committee was formed as a
sub-committee of the Board. The Committee is in line with the requirements of Section 177
of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015. The terms of reference of the Audit Committee
covers all matters specified in Part C of Schedule II of Regulation 18 (3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and also those
specified in Section 177 of the Companies Act, 2013.
During year under review four (4) Audit Committee meetings were held dated
1. June 26, 2024
2. Oct 22, 2024
3. Nov 11, 2024.
4. Dec 26, 2024.
The composition, and attendance of the members for the Audit Committee Meetings held
during the year are as follows:
SL No |
Name of Director |
No. of Meetings entitled to attend |
No. of meetings attended |
1 |
Kalpathi Ratna Girish |
4 |
4 |
2 |
Danda Venkateshwar Prasad |
4 |
4 |
3 |
Subash Menon |
4 |
4 |
C. Nomination and Remuneration Committee
In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013, the
Board has constituted the "Nomination and Remuneration Committee".
The composition of the Nomination & Remuneration Committee is given below:
SL No |
Name of Member |
1 |
Kalpathi Ratna Girish |
2 |
Danda Venkateshwar Prasad |
3 |
Anuradha |
However being listed on the SME Board, it was not mandatory to hold at least one
meeting during the Financial year ended 31.03.2025. The Company is in compliance with Reg.
15(2)(b) of the SEBI (LODR) regulations 2015. As good corporate governance practice the
Company has in place the committee constituted and shall hold meetings as and when the
need arises in upcoming years.
D. Stakeholders Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, the Board has constituted the "Stakeholders' Relationship Committee"
The Stakeholders' Relationship Committee has been formed for the effective redressal of
the investors' complaints and reporting of the same to the Board periodically.
The composition of the Nomination & Remuneration Committee is given below:
SL No |
Name of Member |
1 |
Kalpathi Ratna Girish |
2 |
Danda Venkateshwar Prasad |
3 |
Anuradha |
However being listed on the SME Board, it was not mandatory to hold at least one
meeting during the Financial year ended 31.03.2025. The Company is in compliance with Reg.
15(2)(b) of the SEBl (LODR) regulations 2015. As good corporate governance practice the
Company has in place the committee constituted and shall hold meetings as and when the
need arose in upcoming years.
E. Corporate Social Responsibility Committee
In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board
of Directors is managing the CSR spend as the same has not exceeded the threshold limit of
INR 50 lakhs. The Company is in compliance with Sec.135(9) of the Companies Act, 2013.
12. EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part
D of Schedule II to the Listing Regulations, the Management carried out proper evaluation
of the Independent Directors prior to their appointment, on the basis of contribution
towards development of the Business and various other criteria like experience and
expertise, performance of specific duties and obligations etc.
The Company being an SME Listed Entity has two Independent Directors on Board, one
Executive Director and one Non-executive Director. Therefore, there is no requirement to
hold a separate Independent Directors meeting or a separate Executive Directors meeting in
compliance with Regulation 15(2)(b) of SEBI (LODR) Regulations 2015.
VIGIL MECHANISM
Your Company has formulated and published a Whistle Blower Policy to provide a
mechanism ("Vigil Mechanism") for employees including Directors of the Company
to report genuine concerns. The provisions of this policy are in line with the provisions
of Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on
the Company web link: https://www.pelatro.com/corporate-policies-and-disclosures/
13. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
Your Company has formulated and published The Nomination & Remuneration Policy for
Directors, Key Managerial Personnel and Senior Management. The provisions of this policy
are in line with the provisions of Section 178(1) of the Act. The Policy is uploaded on
the website of the company. The web link is https://www.pelatro.com/corporate-polides-and-
disclosures/
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134, Sub-section 3(c) and Sub-section 5 of
the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, state and confirm that:
(a) In preparation of the annual accounts, the applicable Accounting Standards have
been followed, along with proper explanation relating to material departures, if any;
(b) Such Accounting Policies have been selected and applied consistently and judgements
and estimates have been made that are reasonable and prudent to give a true and fair view
of the Company's state of affairs as on 31 March, 2025 and of the Company's profit or loss
for the year ended on that date;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records, in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) The annual Financial Statements have been prepared on a Going Concern Basis.
(e) Internal financial controls have been laid down to be followed by the Company and
that such internal financial controls were adequate and operating effectively.
(f) Proper systems were devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statement across the organization. The same is subject to review periodically by
the internal auditors for its effectiveness. During the financial year, such controls were
tested and no reportable material weaknesses in the design or operations were observed.
The Statutory Auditors of the Company also test the effectiveness of Internal Financial
Controls in accordance with the requisite standards prescribed by ICAI. Their expressed
opinion forms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self-assessment, continuous monitoring by functional experts.
We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and operate as intended. During the year, no reportable
material weakness was observed.
16. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
As on 31 March, 2025, your Company had one wholly owned subsidiary, no Joint venture
and no Associate company. AOC-1 is attached as Annexure A forming part of this Report.
Your company has consolidated the accounts for current as well as previous year's
financial statements.
17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year, no significant and material orders were passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in the
future.
18. EXTRACT OF ANNUAL RETURN
The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act,
2013, for the financial year ended 31.03.2025 will be placed on the website of the company
at https://www.pelatro.com/financial-reports/
19. AUDITORS AND AUDITOR'S REPORT
(A) STATUTORY AUDITOR
M/s. P. CHANDRASEKAR LLP, Chartered Accountants, Bangalore (Firm Registration No.
000580S /S200066), were appointed as the statutory auditors of the company to fill the
casual vacancy caused by the resignation of previous Statutory Auditor, Gnanoba &
Bhat, Chartered Accountants, for the financial year beginning from April 1, 2024 to March
31, 2025 and to hold office up to the conclusion of the Annual General Meeting to be held
for the financial year 2024-2025 at a remuneration as mutually agreed upon by the Board of
Directors and approved by the shareholders.
(B) SECRETARIAL AUDITOR
Pursuant to Section 204(1) of the Companies Act, 2013 the Company is required to obtain
Secretarial Audit Report and annex the same to the Boards Report. Accordingly, the Board,
at its meeting held on December 26, 2024, appointed M/s. Zeeshan Yusuf and Associates,
Company Secretaries to conduct the Secretarial audit of the Company for FY 2024- 25.
AUDITOR'S REPORT AND SECRETERIAL AUDITOR'S REPORT
Auditor's Report
The Auditors' Report for the Financial Year ended 31 March 2025 does not contain any
qualification, reservation or adverse remark. The Notes on financial statements referred
to in the Auditor's Report are self-explanatory and do not call for any further comments.
The Auditor's Report does not contain any qualification, reservation, adverse remark, or
disclaimer. No fraud has been reported by the Auditor under Section 143(12) of the
Companies Act, 2013 requiring disclosure in the Board's Report.
As required by Listing Regulations, the Auditor's Certificate on Corporate Governance
is enclosed and forms a part of this report. The auditor's certificate for Financial Year
ending on 31 March, 2025 does not contain any qualification, reservation or adverse
remark.
Secretarial Auditor's Report
The Secretarial Audit Report is annexed as Annexure B and forms an integral part of
this Report. The Secretarial Auditors have not expressed any qualifications in their
Secretarial Audit Report for the year under review. Pursuant to Regulation 24A of the
Listing Regulations read with SEBI Circular No. CIR/CFD/CMDl/27/2019 dated 08 February
2019, the Annual Secretarial Audit Report forms part of this Report and is uploaded on the
website of the Company.
20. CORPORATE SOCIAL RESPONSIBILITY POLICY
The Annual Report on CSR activities as required to be given under the Act read with
Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 has been
provided in Annexure-IV. The Company has adopted its Corporate Social Responsibility
Policy ("the CSR Policy") in line with the provisions of the Act. The CSR Policy
deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR
activities, CSR budget, reporting, disclosures etc. The policy on Corporate Social
Responsibility is uploaded on the website of the Company.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: SECTION 186
During the financial year, the Company has not given any loan or guarantee or provided
security in connection with a loan to any other body corporate or acquired any shares by
way of subscription, purchase of securities of another body corporate which would fall
under the purview of Section 186 of the Companies Act, 2013.
22. PUBLIC DEPOSIT
The Company has neither accepted nor renewed any deposits during the year. However,
Loan from Directors/Relative of Directors outstanding during the year are as follows:
Name of Director |
Loan taken during the year |
Loan remaining at the end of the year |
Sudeesh Yezhuvath |
0 |
2,10,00,000 |
23. RISK MANAGEMENT POLICY
The Board of Directors of the Company have framed a Risk Assessment and Management
Policy and are responsible for reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee exercises additional oversight in the area of financial
risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
24. RELATED PARTIES TRANSACTIONS
All Related Party Transactions (RPT) that were entered into during the financial year
were on an arm's length basis and in the ordinary course of business. The disclosure of
material RPT is required to be made under Section 134(3)(h) read with Section 188(2) of
the Companies Act, 2013 in Form AOC 2 is attached as Annexure D forming part of this
Report.
The details of the material RPT, entered into during the year by the Company as
approved by the Board, is given as Annexure to this Report. Your Directors draw your
attention to Notes to the Standalone and Consolidated financial statements, which set out
related party disclosures.
25. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Insiders in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the
SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the
Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and
are made available on the Website of the Company.
Weblink: https://www.pelatro.com/corporate-policies/
26. MANAGEMENT'S DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Report as well.
27. CORPORATE GOVERNANCE REPORT
In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, corporate governance provisions are not mandatory for the Company, as it is
listed as a Small and Medium-sized Enterprise (SME)."
28. GENERAL SHAREHOLDER INFORMATION
A |
AGM: Day, Date, Time and Venue |
Friday July 11, 2025, at 11:00 A.M through V.C |
B |
Financial Year |
2024-25 |
C |
Cut-off date for the purpose of determining shareholders for voting |
July 04, 2025 |
D |
Listing on Stock Exchanges |
NSE-Emerge |
E |
Scrip Code |
PELATRO |
F |
ISIN |
INE0VG601013 |
G |
Payment of Listing Fees |
The Company confirms that it has paid Annual Listing fees due to the
stock exchange for the financial year 20242025 |
H |
Market Price Data (High, Low during each month in last Financial year
2024-25) |
*Refer Table below |
I |
Registrar and share transfer agents |
Bigshare Services Private Limited |
*MARKET PRICE DATA
Month |
Low |
High |
| September 2024 |
266.15 |
311.00 |
| October 2024 |
263.00 |
326.95 |
| November 2024 |
301.50 |
452.00 |
| December 2024 |
321.00 |
559.90 |
| January 2025 |
353.40 |
519.00 |
| February 2025 |
313.50 |
370.00 |
| March 2025 |
283.20 |
358.00 |
DISTRIBUTION OF SHAREHOLDING AS ON 31 MARCH 2025
Share Nominal Value |
% of Total numbers |
Shareholding Amount |
% to Total Amount |
Upto 5000 |
0.1130 |
1,090 |
0.0010 |
Upto 5001 to 10,000 |
56.2712 |
29,97,800 |
2.8807 |
10001 To 20,000 |
18.1921 |
22,14,230 |
2.1277 |
20001 To 30,000 |
6.1017 |
14,34,000 |
1.3780 |
30001 To 40,000 |
1.8079 |
5,80,850 |
0.5582 |
40001 To 50,000 |
3.2768 |
13,69,290 |
1.3158 |
50001 To 1,00,000 |
5.0847 |
33,08,090 |
3.1788 |
1,00,000 and Above |
9.1525 |
9,21,61,280 |
88.5599 |
Total |
100 |
10,40,66,630 |
100 |
PATTERN OF SHAREHOLDING AS ON 31 MARCH, 2025
SL No |
Category |
Shareholders |
No of shares held |
Percentage of holding |
1 |
Promoter and promoter group |
3 |
55,76,625 |
53.59 |
2 |
Institutions Domestic |
3 |
1,24,800 |
1.20 |
3 |
Institutions Foreign |
5 |
4,19,400 |
4.03 |
4 |
Directors and their relatives |
1 |
38,500 |
0.37 |
5 |
KMP |
2 |
21,333 |
0.20 |
6 |
Individual shareholders holding nominal shares Capital upto 2 lakhs |
717 |
14,11,098 |
13.56 |
7 |
Individual Shareholders holding nominal Shares Capital in excess of 2
Lakhs |
27 |
21,91,632 |
21.06 |
8 |
NRI |
7 |
4200 |
0.04 |
9 |
Bodies corporate |
29 |
4,07,775 |
3.92 |
10 |
Any other |
67 |
2,11,300 |
2.03 |
|
Total |
861 |
1,04,06,663 |
100 |
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. The Company did not
receive any complaints during the year 2024-25.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND
OUTGO
a. Conversation of Energy
During the year the Company had strict control on wasteful electrical consumption.
Lights and power were switched off wherever not necessary.
b. Technology Absorption
Efforts, in brief, made towards technology absorption during the year under review: NIL
Benefits derived as a result of the above efforts, e.g., product improvement, cost
reduction, product development, import substitution, etc.: Not Applicable In case of
imported technology (imported during the last 3 years reckoned from the beginning of the
financial year), following information may be furnished : Not Applicable
c. Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings : Rs. 48,79,02,633
Foreign Exchange Outgo : Rs. 3,36,54,407
31. PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees is
attached as Annexure E forming part of this Report.
The information required under Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming
part of this Report. In terms of the proviso to Section 136 of the Act, the Report and
Accounts are being sent to the Members excluding the aforesaid.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed for a period of seven year
Therefore, there were no funds which were required to be transferred to Investor Education
and Protection Fund (IEPF).
33. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India on the Board Meetings and General Meeting.
34. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no applications made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year.
35. 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 THERE OF
As Company has not done any one-time settlement during the year under review hence no
disclosure is required.
36. ACKNOWLEDGEMENTS
The Directors wish to place on record their sincere appreciation for excellent support
received from the Banks and financial institutions during the financial year under review.
Your Directors also express their warm appreciation to all employees for their
contribution to your Company's performance and for their superior levels of competence,
dedication and commitment to the growth of the Company. The Directors are also grateful to
you, the Shareholders, for the confidence you continue to repose in the Company.
Date: 17.06.2025
Place: Bangalore
Subash Menon
Chairman & Managing Director
DIN : 00002486.
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