Your Directors have pleasure in presenting the 30th Annual Report on the business and the operations together with the
Audited Financial Statements (Standalone and Consolidated) of Keystone Realtors Limited ("the Company" or "your
Company" or “KRL") for the Financial Year (FY) ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS OF THE COMPANY
a. Financial Summary on Standalone basis for FY 2025:
The key highlights of the Standalone financial results for the year ended March 31, 2025 and the corresponding figures
for the last year are as under:
|
Standalone Results
|
FY24-25
|
FY23-24
|
|
Revenue from Operations
|
55,063
|
1,01,045
|
|
Other Income
|
20,512
|
13,868
|
|
Total Income
|
75,575
|
1,14,913
|
|
Total Expenses
|
62,707
|
1,00,404
|
|
EBITDA*
|
18,437
|
18,366
|
|
Profit before tax
|
12,868
|
14,522
|
|
Profit after tax
|
9,345
|
11,150
|
|
PBT %#
|
17%
|
13%
|
|
EBITDA %
|
24%
|
16%
|
*EBITDA include Other income.
#On Total Income.
Note: The numbers of the previous year have been regrouped wherever necessary.
Review of Standalone Financial of the Company:
During the year under review, the Company achieved total revenue from operations of ' 55,063 lakhs, with other income
amounting to ' 20,512 lakhs. Total expenditure stood at ' 62,707 lakhs. The Company reported EBITDA of ' 18,437 lakhs
and profit after tax of ' 9,345 lakhs.
b. Financial Summary on Consolidated basis for FY 2025:
The key highlights of the Consolidated financial results for the year ended March 31, 2025, and the corresponding figures
for the last year are as under:
|
Consolidated Results
|
FY24-25
|
FY23-24
|
|
Revenue from Operations
|
2,00,410
|
2,22,225
|
|
Other Income
|
11,734
|
5,338
|
|
Total Income
|
2,12,144
|
2,27,563
|
|
Total Expenses
|
1,85,353
|
2,16,010
|
|
EBITDA*
|
33,263
|
16,292
|
|
Profit before share of profit of associates and joint venture and tax
|
26,791
|
11,553
|
|
Consolidated Results
|
FY24-25
|
FY23-24
|
|
Share of Profit of associates and joint venture accounted for using the
equity method (net of taxes)
|
(1,093)
|
2,893
|
|
Profit before tax
|
25,698
|
14,446
|
|
Profit after tax
|
19,906
|
8,210
|
|
Share of Profit/(Loss) from JVs/Associates
|
(1,093)
|
2,893
|
|
PAT after Share of Profits
|
18,813
|
11,103
|
|
PAT after Non-controlling Interest
|
17,196
|
11,221
|
|
PBT %
|
12%
|
6%
|
|
PAT after Non-controlling Interest %
|
8%
|
5%
|
|
EBITDA %
|
16%
|
7%
|
*EBITDA include Other income.
Note: The numbers of the previous year have been regrouped wherever necessary.
9. UTILIZATION OF QIP PROCEEDS
The Company had appointed CARE Ratings Limited as
the Monitoring agency in accordance with Regulation
41(1) of Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations,
2018 (hereinafter referred as “SEBI ICDR Regulations”) to
monitor the utilization of QIP proceeds and Company has
obtained quarterly monitoring reports from the Monitoring
agency and has filed the same with both stock exchanges,
where equity shares of the Company are listed. The
proceeds realized by the Company from the QIP had been
utilized as per the objects of the Offer as disclosed in the
Placement Document.
The Company has received an amount of ' 78,272 Lakhs (net of share issue expenses of ' 1,728 Lakhs) from proceeds
out of fresh issue of equity shares. The utilisation of net QIP proceeds is summarised as below:
10. CHANGES IN SHARE CAPITAL
a. Authorised Share Capital:
During theyear under review, theAuthorised Share Capital of
the Company is ' 4,28,43,00,000/- (Rupees Four Hundred
and Twenty Eight Crores Forty Three Lakhs Only) divided
into 42,80,10,000 (Forty Two Crores Eighty Lakhs Ten
Thousand) Equity Shares of ' 10/- (Rupees Ten only) each
amounting to ' 4,28,01,00,000/- (Rupees Four Hundred
and Twenty Eight Crores One Lakh Only) and 4,20,000
(Four Lakhs Twenty Thousand) Preference Shares of
' 10/- (Rupees Ten only) amounting to ' 42,00,000/-
(Rupees Forty-Two Lakhs Only).
b. Paid-up Share Capital:
During the year under review, pursuant to QIP the Company
allotted 121,21,212 Equity Shares of ' 10/- each per share.
The Paid-up Share Capital of the Company was increased
from ' 1,13,88,81,980/- consisting of 11,38,88,198 Equity
Shares of ' 10/- each per share to ' 126,00,94,100/-
consisting of 12,60,09,410 Equity Shares of ' 10/- each
per share.
Detail as per Regulation 3.1 of Secretarial Standard
- 4 issued by Institute of Company Secretaries of
India:
(i) date of issue and allotment: May 27, 2024
(ii) method of allotment (QIP, FPO, ADRs, GDRs, rights
issue, bonus issue, preferential issue, private
placement, conversion of securities, etc.): QIP
(iii) issue price: ' 660/-
(iv) conversion price: Not Applicable
(v) number of shares allotted or to be allotted in case the
right or option is exercised by all the holders of such
securities: Not Applicable
(vi) number of shares or securities allotted to the
promoter group (including shares represented by
depository receipts): NIL
|
Sr.
No.
|
Item Head
|
Amount Received
|
Amount utilized upto
March 31, 2025
|
Amount un-utilized as
on March 31, 2025
|
|
1
|
Part funding the costs for
acquisition of land, consideration
and other costs for entering into
joint development agreements or
joint venture agreements, costs
of redevelopment of properties
and obtaining the government
and statutory approvals for the
developments.
|
49,000
|
49,000
|
Nil
|
|
2
|
Repayment/prepayment, in part
or full of certain of Company's
borrowings and/or certain
borrowings availed by Company's
Subsidiaries
|
11,000
|
11,000
|
Nil
|
|
3
|
General corporate purposes
|
18,272
|
12,014
|
6,258*
|
#The amount ' 8,127 Lakhs (unutilized amount of ' 6,258 Lakhs from QIP proceeds and interest earned on deposits ' 1,869 Lakhs) is lying in current
account.
(vii) in case, shares or securities are issued for
consideration other than cash, a confirmation that
price was determined on the basis of a valuation
report of a registered valuer: Not Applicable
Pursuant to stock options allotment of 16,913 Equity
Shares of ' 10/- each per share the Paid-up Share Capital
of the Company was increased from ' 126,00,94,100/-
consisting of 12,60,09,410 Equity Shares of ' 10/- each
per share to ' 126,02,63,230/- consisting of 12,60,26,323
Equity Shares of ' 10/- each per share
c. Corporate Actions:
During the year under review:
i. The Company has neither issued any Sweat Equity
Shares nor issued Equity Shares with differential
rights as to dividend, voting or otherwise.
ii. The Company has not bought back any of its
securities.
iii. No Bonus Shares were issued.
iv. Employee Stock Option Schemes:
During the year, the options granted/vested are
provided in Annexure 'A' of this Report.
v. Under QIP the Company had allotted 121,21,212
Equity Shares of ' 10 each per share at a premium of
' 650 per share.
11. EMPLOYEE STOCK OPTION SCHEME
The Company has an Employee Stock Options scheme,
namely the “Rustomjee Employee Stock Option Plan 2022”
(“ESOP 2022”/“Plan”) (as Amended in 2024) (herein after
referred as “ESOP”/“ESOP Scheme”). The Nomination and
Remuneration Committee administers and monitors the
ESOP Scheme. The ESOP Scheme is in compliance with the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SBEB Regulations”). The Company has
received a certificate from Practicing Company Secretary,
certifying that the scheme is implemented in accordance
with the SBEB Regulations and the resolutions passed
by the Members. Details of ESOP granted and vested
are provided in the notes to the Standalone Financial
Statements. Disclosures as required under the SBEB
Regulations, with respect to the Company's ESOP Scheme,
as on March 31, 2025 are available on the Company's
website at https://www.rustomiee.com/about-us/
financial-statements/?year=2024-2025 and is annexed as
Annexure ‘A' which forms part of this Directors' Report.
12. CREDIT RATING
As on the date of this report, ICRA Limited (ICRA) vide it's letter dated May 7, 2025 has intimated that the Rating Committee
of ICRA found the outlook of the Company on long term is Stable and therefore they upgraded long term rating to
ICRA A (pronounced ICRA A(Stable)) from ICRA A (pronounced ICRA A(Positive)) for ' 1,000 Crores bank facilities of the
Company.
|
Instrument
|
Current Rated
Amount (' Crores)
|
Rating Action
|
|
Long Term-Fund Based-Term Loan
|
669.99
|
[ICRA]A (Stable); Upgraded from [ICRA]A(Positive);
outlook revised to Stable from Positive
|
|
Long Term-Fund Based-Overdraft
|
4.10
|
[ICRA]A (Stable); Upgraded from [ICRA]A(Positive);
outlook revised to Stable from Positive
|
|
Long Term-Unallocated
|
325.91
|
[ICRA]A (Stable); Upgraded from [ICRA]A(Positive);
outlook revised to Stable from Positive
|
|
Issuer rating
|
0.00
|
[ICRA]A (Stable); upgraded from [ICRA]A (Positive) and
outlook revised to Stable from Positive
|
|
Total
|
1,000.00
|
|
13. DEPOSIT
The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest
on deposits from the public was outstanding as on the date of the Balance Sheet.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
The Board of Directors of your Company is duly constituted and comprises of 6 Directors, of which 3 (three) are Non¬
Executive Independent Directors which includes one woman Director and 3 (three) are Executive Directors. The details
are as follows:
|
Sr. No.
|
Name
|
Designation
|
|
1
|
Mr. Boman Irani
|
Chairman & Managing Director
|
|
2
|
Mr. Chandresh Mehta
|
Executive Director
|
|
3
|
Mr. Percy Chowdhry
|
Executive Director
|
|
4
|
Mr. Ramesh Tainwala
|
Non-Executive Independent Director
|
|
5
|
Mr. Rahul Divan
|
Non-Executive Independent Director
|
|
6
|
Ms. Seema Mohapatra
|
Non-Executive Independent Director
|
During the year under review, there was no change in the Board composition.
The attendance and other disclosures of the Board meetings are given in the Corporate Governance section annexed to
this Report as Annexure ‘B'.
Independent Directors
All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under
Section 149 of the Act. The Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act. Separate meetings of the Independent Directors' were held on February 20, 2025, and March 20,
2025, wherein they reviewed the performance of the Board, the Non-Independent Directors and the Chairman. Except
Ms. Seema Mohapatra who could not attended the meeting held on March 20, 2025, all Independent Directors attended
the Meetings.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Company has following Key Managerial Personnel(s):
1. Mr. Boman Irani, Chairman & Managing Director
2. Mr. Chandresh Mehta, Executive Director
3. Mr. Percy Chowdhry, Executive Director
4. Mr. Sajal Gupta, Chief Financial Officer
5. Mr. Bimal K Nanda, Company Secretary and Compliance Officer
During the year under review, there was no change in the KMPs.
Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Act read with provisions contained in the Articles of Association
of the Company, Mr. Chandresh Mehta will retire by rotation at the ensuing Annual General Meeting of the Company and,
being eligible, offer himself for reappointment. The Board has recommended his reappointment.
Review of Consolidated Financial of the Company:
On a consolidated basis, revenue from operations was
' 2,00,410 lakhs, supplemented by other income of
' 11,734 lakhs. Total expenditure for the year totalled
' 1,85,353 lakhs. The Company delivered consolidated
EBITDA of ' 33,263 lakhs and recorded profit after tax after
non-controlling interest of ' 17,196 lakhs.
2. IND AS APPLICABILITY
The Audited Standalone and Consolidated Financial
Statements of the Company for the year ended March 31,
2025 have been prepared in accordance with requirements
of the Companies (Indian Accounting Standards) Rules,
2015 as notified under Section 133 of the Companies
Act, 2013 ("Act") read with relevant Rules and other
accounting principles.
3. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company
are prepared in accordance with relevant Accounting
Standards and based on the financial statements received
from Subsidiaries, Joint Ventures and Associate Companies
as approved by their respective Board of Directors.
Pursuant to Section 129(3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the Financial Statements of
Subsidiaries, Joint Ventures and Associate Companies are
given in Form AOC-1 which forms an integral part of this
Report.
Pursuant to the provisions of Section 136 of the Act, the
Consolidated Financial Statements along with other
relevant documents are available on the website of the
Company at https://www.rustomiee.com/about-us/
financial-statements/.
4. DETAILS OF MATERIAL CHANGES FROM
THE END OF THE FINANCIAL YEAR TILL THE
DATE OF THIS REPORT
There was no material change from the end of the financial
year till the date of this Report.
5. CHANGE IN THE NATURE OF BUSINESS, IF
ANY
There was no change in the nature of the business carried
out by the Company.
6. DIVIDEND
Your Directors have recommended a final dividend of
' 1.50 (15%) per Equity Share of ' 10 each for FY 2024¬
25. The dividend is subject to approval of Shareholders
at the ensuing Annual General Meeting (“AGM”) and shall
be subject to deduction of tax at source. The dividend,
if approved by the Shareholders, would involve a cash
outflow of ' 1890.39 Lakhs.
7. AMOUNT PROPOSED TO BE TRANSFERRED
TO RESERVES & SURPLUS
During the year under review, no amount from profit was
transferred to the General Reserve.
8. COMPLETION OF QUALIFIED
INSTITUTIONAL PLACEMENT (QIP)
During the year ended March 31, 2025, the Company has
successfully completed its QIP and raised ' 80,000 Lakhs
by issuing 12,121,212 equity shares of face value of ' 10
each at a premium of ' 650 per share.
15. COMMITTEES OF THE BOARD
The Board has constituted all the statutory committees as required under the Act and rules made thereunder and
as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred as
"SEBI LODR Regulations"/"SEBI LODRV'Listing Regulations"). The Committees meet at regular intervals to transact
their respective businesses as per the terms of reference prescribed by the Board. The various Committees and their
composition are as follows:
a. Audit Committee
In terms of Section 177 of the Act, the Company has constituted an Audit Committee. The Audit Committee comprises of
the following members:
|
Name
|
Committee Designation
|
Board Designation
|
|
Mr. Rahul Divan
|
Chairman
|
Non-Executive Independent Director
|
|
Mr. Ramesh Tainwala
|
Member
|
Non-Executive Independent Director
|
|
Ms. Seema Mohapatra
|
Member
|
Non-Executive Independent Director
|
|
Mr. Boman Irani
|
Member
|
Chairman & Managing Director
|
Majority of the Members of the Committee are Independent Directors and possess strong accounting and financial
management knowledge.
The attendance and terms of reference of the Audit committee is covered under the Corporate Governance section
annexed to this Report as Annexure ‘B'.
b. Nomination & Remuneration Committee
In terms of Section 178 of the Act, the Company has constituted a Nomination & Remuneration Committee (“NRC"). The
NRC comprises of the following members:
|
Name
|
Committee Designation
|
Board Designation
|
|
Mr. Ramesh Tainwala
|
Chairman
|
Non-Executive Independent Director
|
|
Mr. Rahul Divan
|
Member
|
Non-Executive Independent Director
|
|
Ms. Seema Mohapatra
|
Member
|
Non-Executive Independent Director
|
As per requirement of SEBI LODR, all the Members of the Committee are Non-Executive Directors.
The attendance and terms of reference of the NRC is covered under the Corporate Governance section annexed to this
Report as Annexure ‘B'.
c. Stakeholders’ Relationship Committee
In terms of Section 178 of the Act, the Company has constituted a Stakeholders' Relationship Committee (“SRC"). The
SRC comprises of the following members:
|
Name
|
Committee Designation
|
Board Designation
|
|
Mr. Ramesh Tainwala
|
Chairman
|
Non-Executive Independent Director
|
|
Mr. Chandresh Mehta
|
Member
|
Executive Director
|
|
Mr. Percy Chowdhry
|
Member
|
Executive Director
|
The attendance and terms of reference of the SRC is covered under the Corporate Governance section annexed to this
Report as Annexure ‘B’.
d. Corporate Social Responsibility Committee
In terms of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility Committee
(”CSR Committee”). The CSR Committee comprises of the followina members:
|
Name
|
Committee Designation
|
Board Designation
|
|
Ms. Seema Mohapatra
|
Chairperson
|
Non-Executive Independent Director
|
|
Mr. Boman Irani
|
Member
|
Chairman & Managing Director
|
|
Mr. Chandresh Mehta
|
Member
|
Executive Director
|
|
Mr. Percy Chowdhry
|
Member
|
Executive Director
|
The attendance and terms of reference of the CSR committee is covered under the Corporate Governance section
annexed to this Report as Annexure ‘B'.
e. Risk Management Committee
In terms of SEBI LODR, the Company has constituted Risk Management Committee (“RMC"). The RMC comprises of the
following members:
|
Name
|
Committee Designation
|
Board Designation
|
|
Mr. Boman Irani
|
Chairman
|
Chairman and Managing Director
|
|
Mr. Chandresh Mehta
|
Member
|
Executive Director
|
|
Mr. Percy Chowdhry
|
Member
|
Executive Director
|
|
Mr. Ramesh Tainwala
|
Member
|
Non-Executive Independent Director
|
The attendance and terms of reference of the RMC is covered under the Corporate Governance section annexed to this
Report as Annexure ‘B'.
16. MEETINGS OF THE BOARD
In accordance with the provisions of the Act and rules
made thereunder, the Board of Directors met 4 times
during the financial year ended March 31, 2025. The
meeting dates and attendance details are covered under
the Corporate Governance section annexed to this Report
as Annexure ‘B'.
17. POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION
The Company has constituted the Nomination and
Remuneration Committee (“NRC") which has been
mandated by the Board to adhere/implement the
policy for determining qualifications, positive attributes
and independence of Directors (including Independent
Directors). The NRC keep reviewing and assessing
the Board composition on behalf of the Board and
recommends to the Board, the appointment of new
directors based on their qualification, positive attributes
and independence whenever required.
In reviewing Board composition, the NRC considers
the benefits of all aspects of diversity including, but not
limited to, those described above, in order to enable it to
discharge its duties and responsibilities effectively.
NRC also recommends to the Board on the remuneration
to be payable to the Directors.
Nomination and Remuneration Policy is available on the
Company's website at https://www.rustomjee.com/
about-us/codes-and-policies/.
18. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES
As on March 31, 2025 the Company had 55 Subsidiary
Companies (including 3 LLPs), 2 Associate Companies and
5 Joint Venture Companies ("JVs"). The list of Subsidiary
Company(ies)/Limited Liability Partnership firms (“LLPs”)/
Associate Company(ies)/Joint Venture Companies is
given under point no. VII of Corporate Governance Report
as Annexure ‘B’ of this report. These Subsidiaries/LLPs/
Associates/Joint Ventures are mainly engaged in the Real
Estate business.
The annual accounts of these subsidiary/LLPs/associate/
joint venture companies were consolidated with the
accounts of the Company for the financial year 2024-25.
The statement containing salient features of the financial
statement of subsidiaries/LLPs/associates/joint ventures
in Form AOC-1 form part of this Report. Pursuant to the
provisions of Section 136 of the Act, the consolidated
financial statements along with other relevant documents
are available on the website of the Company at https://
www.rustomiee.com/about-us/financial-statements/.
During the year under review, the following subsidiary
Companies/JVs were incorporated by the Company:
|
Name of Subsidiaries/JVs
|
Date of
Incorporation
|
|
Keyshelter Realtors Private Limited
|
28.04.2024
|
|
Keybestow Realtors Private Limited
|
01.05.2024
|
|
Keyearth Realtors Private Limited
|
06.05.2024
|
|
Keyedge Realtors Private Limited
|
06.05.2024
|
|
Keyelite Realtors Private Limited
|
10.05.2024
|
|
Keypalm Realtors Private Limited
|
26.05.2024
|
|
Keyaqua Realtors Private Limited
|
05.06.2024
|
|
Rostia Realtors Private Limited
|
11.06.2024
|
|
Keyolivia Realtors Private Limited
|
12.06.2024
|
|
Keyfionna Realtors Private Limited
|
10.01.2025
|
|
Ronstone Realtors Private Limited
|
10.01.2025
|
|
Keyestella Realtors Private Limited
|
14.01.2025
|
|
Keyevita Realtors Private Limited
|
14.01.2025
|
|
Keymarrisa Realtors Private Limited
|
14.01.2025
|
|
Keymontana Realtors Private Limited
|
17.01.2025
|
During the year under review, the following subsidiaries
have ceased due to amalgamation:
1. Kingmaker Developers Private Limited
2. Key Fortune Relators Private Limited
19. MATERIAL SUBSIDIARIES
For FY 2024-25, as per Listing Regulations, the Company
has two material subsidiaries namely Rustomjee Realty
Private Limited and Real Gem Buildtech Private Limited.
The Company has in place the policy for determining
material subsidiaries (as amended) which is in line with the
Listing Regulations as amended from time to time. The
Policy is available on the Company's website at https://
www.rustomiee.com/about-us/codes-and-policies/.
20. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014,
read with Section 134(3)(a) of the Act, the Annual Return in
Form MGT-7 as on March 31, 2025 will be made available
on the Company's website at ht.t.ps://www.rust.omjee.
com/about-us/financial-statements/.
21. CORPORATE SOCIAL RESPONSIBILITY
(CSR) INITIATIVES
The annual report on CSR activities of the Company, as
required under Section 134(3)(o) read with Section 135 of
the Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014 ("CSR Rules"), is provided as
Annexure ‘C' to this Report. CSR Policy is available on
the Company's website at https://www.rustomiee.com/
about-us/codes-and-policies/.
22. STATUTORY AUDITORS OF THE COMPANY
Pursuant to the provisions of Section 139 of the Act,
M/s. Price Waterhouse Chartered Accountants LLP, having
registration no 012754N/N500016, were appointed as
Statutory Auditor of the Company for a period of 5 years
until the conclusion of Annual General Meeting to be held
in the year 2026. The Statutory Audit Report for the F.Y.
2024-25 does not contain any qualification, reservation
or adverse remark. The Statutory Auditors' Reports on
Standalone and Consolidated Financial Statements for
the year ended March 31, 2025, are enclosed with the
Financial Statements.
No instance of fraud was reported by the Statutory Auditor
during the year under review.
23. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors had appointed DM & Associates
Company Secretaries LLP, Practicing Company Secretary,
to undertake the Secretarial Audit of the Company for the
Financial Year 2024-25. The Secretarial Audit Report for
the Financial Year 2024-25 in prescribed Form MR-3 is
annexed to this Report as Annexure ‘D'.
The Board has recommended the appointment of DM &
Associates Company Secretaries LLP, Practicing Company
Secretaries (Firm Registration Number L2017MH003500),
a peer reviewed firm as Secretarial Auditor of the Company
for a term of five consecutive years commencing from
FY 2025-26 till FY 2029-30, subject to approval of the
Members.
The MR-3 of material subsidiaries are attached as
Annexure D-I and D-II.
24. COST AUDITOR
Pursuant to the provisions of Section 148(3) of the Act,
M/s. Joshi Apte & Associates, Cost Accountants, Mumbai
was appointed as the Cost Auditor of the Company to
conduct the cost audit for the Financial Year 2024-25 and
to hold the office till the conclusion of the ensuing Annual
General Meeting. The Board on the recommendation of
the Audit Committee has approved the appointment of
M/s. Joshi Apte & Associates, Practicing Cost Accountant,
as Cost Auditor, for F.Y. 2025-26. The resolution for
approval of remuneration payable to the Cost Auditor
for F.Y. 2025-26 forms part of the accompanying Annual
General Meeting Notice.
The Cost Audit Report for the Financial Year 2024-25 does
not contain any observations, qualifications and adverse
remarks.
25. INTERNAL AUDITOR
The Company had appointed M/s. KPMG Assurance and
Consulting Services LLP, as an Internal Auditor of the
Company for the financial year 2024-25.
26. DISCLOSURE OF INTERNAL FINANCIAL
CONTROLS
The Internal Financial Controls with reference to
financial statements as designed and implemented by
the Company are adequate. The Company maintains
adequate system of internal control, including monitoring
procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition.
Company policies, guidelines and procedures provide for
adequate checks and balances, and are meant to ensure
that all transactions are authorized, recorded and reported
correctly. During the year under review, M/s. KPMG
Assurance and Consulting Services LLP, the Internal
Auditor of the Company had conducted the IFC Audit
and had not found any material or serious observation for
inefficiency or inadequacy of such controls.
27. RISK MANAGEMENT POLICY
The Company's risk management policy captures the
major potential business risks pertaining to the industry in
which Company is operating and which has relevance on
the Company. The Company has appointed Mr. Ritesh Tilve
as Chief Risk Officer of the Company. The Company has also
in place its mitigation plans for these potential business
risks. M/s. KPMG Assurance and Consulting Services LLP,
Internal Auditor of the Company, on regular basis, checks
and evaluates the effectiveness of the mitigation plans
of the Company to mitigate potential business risks. The
risks and its mitigation plan are elaborated in the MD & A
section of the Report. Risk Management Policy is available
on the Company's website at https://www.rustomiee.
com/about-us/codes-and-policies/.
28. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186
The details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act are given in
the Notes to the Standalone Financial Statements.
29. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 188 of the Act, all the
Related Party Transactions (“RPTs”), which Company has
entered with related parties during the financial year, were
in the ordinary course of business and at arm's length basis.
The Audit Committee has given an omnibus approval for
the RPTs. All the RPTs were within the approved limit. All
the RPTs were placed before the Audit Committee and the
Board of Directors, specifying the nature, value and terms
& conditions of the transactions. The transactions with
related parties are conducted in a transparent manner
with the interest of the Company and Stakeholders as
utmost priority. The policy on related party transactions is
available on the website of the Company at https/www.
rustomiee.com/about-us/codes-and-policies/.
Disclosure as required pursuant to para-A of Schedule V
of the Listing regulations forms part of Standalone Audited
Financial Statements for FY 2025. All the RPTs entered by
the Company were in ordinary course of business and
on arm's length basis. There were no material contracts
or arrangements with RPTs, hence Form AOC- 2 is not
applicable to the Company.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
Conservation of enerav
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(i)
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The steps taken or impact on conservation of energy
|
|
|
(ii)
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The steps taken by the company for utilizing alternate sources of energy
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Please refer BRSR report
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(iii)
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The capital investment on energy conservation equipment's
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|
Technology absorption
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(i)
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The effort made towards technology absorption
|
|
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(ii)
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The benefits derived like product improvement cost reduction product
development or import substitution
|
To achieve Green
Building certification by
IGBC, the Company, has
made efforts to adopt all
|
|
(iii)
|
In case of imported technology (important during the last three years reckoned
from the beginning of the financial year)
|
| |
(a) The details of technology imported
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relevant technologies for
energy efficiency, water
management, solid waste
|
| |
(b) The year of import;
|
| |
(c) whether the technology been fully absorbed
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management and provision
of sustainable spaces to our
residents.
|
| |
(d) if "not fully absorbed, areas where absorption has not taken place, and the
reasons thereof"
|
|
(iv)
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The expenditure incurred on Research and Development
|
|
Foreign exchange earning and outgo
During the year, the total foreign exchange outgo/spend was as follow:
|
Currency
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Amount in FC
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Amount in '
|
|
SGD
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332,216
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21,448,469
|
|
USD
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225,836
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19,306,411
|
|
Grand Total
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40,754,880
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*FC - Foreign Currency
The total foreign exchange earned was Nil.
31. TRANSFER OF AMOUNTS OF UNCLAIMED
DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
Company does not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).
32. DETAILS OF REMUNERATION OF THE
EMPLOYEES AS PER THE RULE 5(1) AND
5(2) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL
PERSONNEL), AMENDMENT RULES, 2016
Disclosures relating to remuneration of Directors under
Section 197(12) of the Act read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure ‘E' of this Report.
Particulars of employee remuneration, as required under
Section 197(12) of the Act and read with Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms an integral part
of this Report. In terms of the provisions of the first proviso
to Section 136(1) of the Act, the Report is being sent to the
Shareholders, excluding the aforementioned information.
The information will be available for inspection at the
registered office of the Company on all working days
between 11:00 a.m. (1ST) to 01:00 p.m. (1ST) upto the date
of AGM and a copy of the same will also be available
electronically for inspection by the Members during the
AGM. Any Member interested in obtaining such information
may write to the Company Secretary at the registered
office of the Company.
33. DISCLOSURE IN RESPECT OF STATUS OF
APPLICATION OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE
During the year under review, no application was made, or
any proceedings were pending under the Insolvency and
Bankruptcy Code, 2016.
34. DISCLOSURE RELATING TO DIFFERENCE
BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT
AND VALUATION DONE WHILE TAKING LOAN
FROM BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made
any one-time settlement and not carried out any valuation,
therefore reporting is not required.
35. A STATEMENT BY THE COMPANY WITH
RESPECT TO THE COMPLIANCE OF THE
PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT, 1961
The Company is in compliance w.r.t. provisions relating to
the Maternity Benefit Act, 1961.
36. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
In accordance with the requirements of the Sexual
Harassment ofwomen atworkplace (Prevention, Prohibition
& Redressal) Act, 2013 the Company has in place a policy
for prevention of sexual harassment. The Company's
Internal Complaints Committee is responsible to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
are covered under this policy. The Internal Complaints
Committee also addresses the complaints received by
its subsidiaries/associates and joint venture companies.
During the year under review, Company had not received
any complaint. POSH Policy is available on the Company's
website at https://www.rustomiee.com/about-us/codes-
and-policies/.
Summary of complaints are as follows:
(a) Number of complaints of sexual harassment received
in the year: NIL
(b) Number of complaints disposed off during the year:
NIL
(c) Number of cases pending for more than ninety days:
NIL
37. CORPORATE GOVERNANCE
Pursuant to the requirements of Regulation 34 of the Listing
Regulations, a detailed report on Corporate Governance
forms an integral part of this Report. A certificate from
DM & Associates Company Secretaries LLP, Practicing
Company Secretary, confirming compliance of conditions
of Corporate Governance as stipulated is covered under
Corporate Governance section annexed to this Report as
Annexure 'B'.
38. MANAGEMENT DISCUSSION AND
ANALYSIS
The Management Discussion and Analysis Report on the
operations of the Company, as required under the Listing
Regulations is provided in a separate section and forms an
integral part of this Report.
39. PERFORMANCE EVALUATION
Pursuant to the provisions of the SEBI LODR and Act, the
Board of Directors has carried out the annual performance
evaluation of:
(i) Board of Directors
(ii) Its Committees,
(iii) Individual Director,
(iv) Chairman of the Board
(v) Independent Directors.
The evaluation was done based on set questionnaires
which were given to them at the time of evaluation.
40. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
In compliance with Regulation 34 of SEBI LODR, the
Business Responsibility and Sustainability Report forms
an integral part of this Report.
41. VIGIL MECHANISM/WHISTLE BLOWER
POLICY
In compliance to Section 177(9) of the Act, Company has
put in place the Vigil Mechanism/Whistle Blower Policy.
Company has put in place a process where direct access
is made available to the whistle blower to approach the
Chairman of the Audit Committee to raise any grievances
or to report fraud in a transparent manner in line with
the Vigil/Whistle Blower policy. The Company had not
refrained anyone to approach the Chairman of the Audit
Committee to raise its complaint. During the period under
review, Company has not received any complaint under
Vigil Mechanism/Whistle Blower Policy. Vigil Mechanism
Policy is available on the Company's website at https://
www.rustomiee.com/about-us/codes-and-policies/.
42. CODE OF CONDUCT
The Directors and senior management personnel have
complied with the Code of Conduct of the Company and
the declaration for the same as confirmed by the Chairman
and Managing Director of the Company is annexed with
Corporate Governance Report. The Code of Conduct
Policy is available on the Company's website at https://
www.rustomiee.com/about-us/codesand-policies/.
43. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India. Directors confirm compliance of the same during
the year under review.
44. 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 against the Company which
would impact the going concern status of the Company
or will have bearing on Company's operations in future.
45. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in
clause (c) of sub-section (3) of Section 134 of the Act read
with Section 134(5) of the Act and as per Schedule II Part
C (A)(4)(a) of the Listing Regulations, the Board states the
following:
(i) In the preparation of the annual accounts the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;
(ii) 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 and of the profit and loss of the Company
for the year under review;
(iii) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
(iv) The Directors had prepared the annual accounts on a
going concern basis;
(v) The Directors have laid down internal finance
controls to be followed by the Company and such
internal finance controls are adequate and operating
effectively; and
(vi) The Directors have devised systems to ensure
compliance with the provisions of all applicable laws
and the same is in place, adequate and operating
effectively.
46. DISCLAIMER
Any statements in this Report and Management
Discussion and Analysis Report providing additional
information about the Company's plans may be “forward
looking statements” within the meaning of applicable
securities laws and regulations. Actual performance may
differ materially from those expressed or implied.
47. ACKNOWLEDGEMENTS
The Directors take this opportunity to sincerely thanks
the Company's valued Customers, Clients, Suppliers,
Investors, Bankers and Shareholders for their consistent
support/encouragement to the Company and look
forward to continue fruitful association with all the
business partners of the Company. The Directors also
place on record their deep sense of appreciation for the
committed services by all the employees of the Company.
For and on behalf of the Board of Directors
Sd/-
Boman Irani
Chairman & Managing Director
DIN: 00057453
Date: August 05, 2025
Place: Mumbai
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