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H.M. Electro Mech Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 65.89 Cr. P/BV 0.97 Book Value (Rs.) 49.51
52 Week High/Low (Rs.) 101/43 FV/ML 10/1600 P/E(X) 7.89
Bookclosure EPS (Rs.) 6.10 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting the 07th Annual Report together with the Audited
Statement of Accounts for the year ended on 31stMarch, 2025.

FINANCIAL RESULTS:

The operating results of the Company for the year ended on 31stMarch, 2025 are briefly
indicated below: ( Rs. in lacs)

Particulars

Year

2024-25

Year

2023-24

Total Income

12,205.25

11,729.98

Profit before interest, depreciation, extraordinary items and
tax expense

1330.01

1263.77

Financial Expenses

177.38

172.88

Total Expenses

11,063.92

10,651.19

Profit before Taxation

1141.34

1078.79

Provision for taxation - For Current Tax

306.77

279.23

Provision for taxation - For Deferred Tax

(0.50)

(1.04)

MAT credit Entitlement

-

-

Profit after Taxation

835.07

801.00

EPS

07.88

08.01

DIVIDEND AND TRANSFER TO RESERVES:

An amount of Rs. 835.07 Lacs (previous year Rs. 801.00 Lacs) is proposed to be held as
retained earnings.

The Company does not propose to transfer any amount to reserves during the year.

STATE OF THE AFFAIRS OF THE COMPANY & FUTURE PROSPECTS:

With the consistent performance and dedication, the Company was stable in performance. Not
only, the Company was able to continue the momentum of earning profit but has shown
outstanding performance by reaching the hike in profits of Rs. 835.07 Lakhs as compared to Rs.
801.01 Lakhs in the previous financial year.

Total revenue from Operations of the Company for fiscal year 2024-25increased to
Rs.12,166.69 Lakhs as against Rs. 11,703.45 Lakhs for fiscal year 2023-24, showing a increase of
3.95% and also Company's Net profit after Tax (PAT) is Rs.835.07 lakhs for fiscal year 2024-25
against Profit of Rs. 801.01 lakhs for fiscal year 2023-24 i.e. increase by 4.25%.

The company has come up with an Initial Public Offer during F.Y 2024-2025and listed its equity
shares on BSE Limited on 31.01.2025, as company is planning to expand its business in various
incidental field of Civil and Mechanical Work.

The Company is confident to complete received projects successfully which will create wealth of
both company and its members. Directors are hopeful of achieving great financial results this
year than previous years.

Our Promoters are the guiding force behind the success of our company. We believe the stability
of our management team and the industry experience brought on by our individual Promoters

will enable us to continue to take advantage of future market opportunities and expand into
newer markets.

For further details on Company's performance, operation and strategies for growth, please refer
to Management Discussion and Analysis Report which forms part of Annual report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE END OF
THIS REPORT:

There were no other material changes and commitments affecting the financial position
of the Company which have occurred between the end of the financial year of the
Company and the date of this report. The company will continue to monitor any material
changes to future economic conditions.

SHARE CAPITAL

The Authorised Share capital of the company is Rs.15,00,00,000/- (Rupees Fifteen Crore
Only) divided into 1,50,00,000 (One Crore Fifity Lacs) Equity Shares of Rs. 10/- (Rupees
Ten only) each.

During the year the company had come up with an Initial Public Offer of 36,99,200 Equity
Shares at price of Rs. 75 Per Equity Share including Share Premium of Rs. 65 Per Equity
Share and raised fund of Rs. 27,74,40,000/- (Rupees Twenty Seven crore Seventy Four
Lakhs and Forty Thousand Only).

The Paid up capital of the Company is Rs. 13,69,92,000/- divided into 1,36,99,200 equity
shares of Rs. 10/- each, as on 31st March, 2025.

The company has listed its equity shares on the BSE Limited on 31st January, 2025.
UTILIZATION OF FUND:

During Financial Year, Company had completed its Initial Public Offering ("IPO")
36,99,200 new equity share of face value of Rs.10/- each at premium of Rs.65/- per equity
share aggregating to Rs. 27,74,40,000/-.

Pursuant to the IPO, the equity shares of company have to get listed on the SME platform
of BSE on 31st January, 2025. The Company has utilised the money raised by way of Initial
Public offer during the year for the purpose for which they were raised as under:

Sr.

No.

Particulars

Modified
Objects, if
any

Original

Allocatio

n

Modified
allocatio
n, if any

Funds
Utilized
upto
31/03/2
025 (Rs.
In

Lakhs)

Balance

*

Remarsks
if any

1.

To meet
additional
Working
Capital
Requirement

N.A.

2100.00

N.A.

1208.71

891.29

N.A.

2

General

Corporate

Purpose

N.A.

401.94

N.A.

296.00

105.94

N.A.

3

Issue related
expense

N.A.

272.46

N.A.

272.46

--

N.A.

2774.40

1777.17

997.23

DIVIDEND

The company has not declared any dividend for the financial year ended March 31, 2025.
There was no amount liable or due to be transferred to Investor Education and Protection
fund(IEPF) during the financial year ended March 31, 2025.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

A report on Management Discussion and Analysis (MDA) is annexed to this report as
Annexure I, inter-alia deals adequately with the operations and also current and future
outlook of the Company.

DISCLOSURE REGARDING SHARES:

The company has issued 36,99,200 Equity Shares at face value of Rs. 10 Per Equity Share and
at Share Premium of Rs. 65 Per Equity Share through IPO. The company has listed its equity
shares on BSE Limited on 31st January, 2025.

DEPOSITS:

The Company has not accepted or renewed any deposits from public falling within the
purview of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

LOAN FROM DIRECTOR:

The company has taken loan from directors as mentioned as per financial statements.
CORPORATE SOCIAL RESPONSIBILITY:

According to provision of Section 135 of Companies Act, 2013 the details of Corporate Social
Responsibility is provided in
Annexure II which forms part of Director's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of Board is in compliance with requirement of the provisions of the
Companies Act, 2013.

Mrs. Mita Dipak Pandya (DIN: 07556372), Whole Time Director of the Company is liable to
retire by rotation at the forthcoming Annual General Meeting and She being eligible offers
herself for re-appointment.

Mrs. Dipak Padmakant Pandya (DIN: 02188199), Managing Director of the Company is liable
to retire by rotation at the forthcoming Annual General Meeting and He being eligible offers
himself for re-appointment.

Details of Director seeking re-appointment as required are provided in the Notice forming part
of this Annual Report. Their re-appointments are appropriate and in the best interest of the
Company.

During the Financial year 2024-25 following changes have been occurred in Directorship and
KMP.

1. Mrs. Mita Dipak Pandya is re-designated as Whole Time Director w.e.f 12th June, 2024.

2. Mrs. Kinjal Patel is resigned from the office of Independent Director
w.e.f 23rd June, 2024.

3. Mrs. Twinkal Sagarkumar Paneliya is resigned from the office of Independent Director
w.e.f. 27th June, 2024.

4. Mrs. Bhavisha Kunal Chauhan is appointed as Additional Independent Director of the

company w.e.f. 27th June, 2024 and regularized as Independent Director of the company
w.e.f 30thSeptember, 2024.

5. Mr. Aayush Kamleshbhai Shah is appointed as Additional Independent Director of the
company w.e.f. 27th June, 2024 and regularized as Independent Director of the company
w.e.f. 30th September, 2024

6. Mr. Harshal Mahendra Patel is regularized as Non-Executive Director of the company
w.e.f. 30th September, 2024.

7. Mr. Chetankumar Solanki is resigned from the office of Company Secretary and compliance
officer of the company w.e.f 25th February, 2025

8. Mrs. Himani Upadhyay is appointed as Company Secretary and Compliance Officer of the
company w.e.f. 01st March, 2025.

9. Mr. Haresh A Patel has resigned from the post of Chief Financial Officer
w.e.f. 3rd October, 2024.

10. Mr. Nitinbhai Dhorajiya is appointed as Chief Financial Officer of the company
w.e.f. 03rd October, 2024.

Pursuant to the provisions of Section 152 and other applicable provisions if any, of the
Companies Act, 2013,

Your Directors recommends passing above stated resolutions.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:

1. Mr. Dipak Padmakant Pandya- Chairman and Managing Director

2. Mr. Mahendra Ramabhai Patel- Whole Time Director

3. Mrs. Mita Dipak Pandya- Whole Time Director

4. Mr. Harshal Mahendra Patel- Whole Time Director (w.e.f 01st August, 2025)

5. Mr. Nitinbhai Pragjibhai Dhorajiya- Chief Financial Officer (w.e.f 03rd October 2024)

6. Mrs. Himani Mayur Upadhyay-Company Secretary (w.e.f 01st March, 2025)

None of the Directors of the Company is disqualified for being appointed as Director as specified
in Section 164 (2) of the Companies Act, 2013.

Disclosure about receipt of any commission by MD/WTD from a company and also receiving
commission/remuneration from its Holding or Subsidiary pursuant to section 197(14) of the
Act: Not Applicable

Disclosure on Reappointment of Independent director pursuant to section 149(10): Not
Applicable as term of appointment of none of the independent directors is expiring during FY
2024-25 and up to the date of the report.

ANNUAL RETURN:

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year
ended 31st March 2025will be accessed on the Company's website at
www.hmelectromech.com .

CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate
Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net
Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption i.e in point number
(b); hence compliance with the provision of Corporate Governance shall not apply to the
Company and it does not form the part of the Annual Report for the financial year 2024-25.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the
Directors' responsibility Statement, the Directors' confirms that:

i in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanations relating to material departures, if any;

ii. they have selected such appropriate accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudents as to give a true
and fair view of the state of affairs of the Company at the end of the financial year on

31st March, 2025 and of the profit of the Company for the year under review;

iii. they have taken proper and sufficient care 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;

iv. they have prepared the accounts for the period ended on 31stMarch, 2025 on a going
concern basis.

v. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

NUMBER OF BOARD MEETINGS:

During the year, 15 (Fifteen) Board Meetings were held on 13-05-2024, 06-06-2024,
11-06-2024, 27-06-2024, 18-07-2024, 26-07-2024, 01-08-2024, 04-09-2024, 30-09-2024,
14-10-2024, 06-11-2024, 28-11- 2024, 27-01-2025, 29-01-2025, 01-03-2025.

The Company has observed the meeting of Board of Directors and that the time gap between
two consecutive board meetings was not more than one hundred and twenty days.

The necessary quorum was present for all the meetings.

The composition of the Board, category, the attendance of Directors at the Board Meetings
during the year are given below:

No.

Name of Director

Category of Directorship

No. of Board
Meeting
Attended

1.

Mr. Dipak Padmakant Pandya

Promoter/ Chairman and
Managing Director

15

2.

Mr. Mahendra Ramabhai Patel

Promoter/Whole Time Director

15

3.

Mrs. Mita Dipak Pandya

Promoter/Whole Time Director

15

4.

Mr. Harshal Mahendra Patel

Promoter/Whole Time Director

15

5.

Mrs. Kinjal Patel
(Upto 23.06.2024)

I n d ependent Non-Executive
Director

3

6.

Mrs. Twinkal Sagarkumar Paneliya

Independent Non-Executive

4

(Upto 27.06.2024)

Director

7.

Mrs. Bhavisha Kunal Chauhan

Independent Non-Executive

11

(w.e.f 27.06.2024)

Director

8.

Mr. Aayush Kamleshbhai Shah

Independent Non-Executive

11

(w.e.f 27.06.2024)

Director

The Company did not have any pecuniary relationship or transactions with the non-executive
directors during the year under review except to the extent of their shareholding in the
Company and sitting fees if any.

The Annual General Meeting of the Company held on 30th September, 2024 for the financial
year 2023-24

COMMITTEES OF BOARD

The company have following committee.

1. Audit Committee-

AUDIT COMMITTEE

Name of Director

Designation

Aayush Kamleshbhai Shah

Chairman

Dipak Padmakant Pandya

Member

Bhavisha Kunal Chauhan

Member

The Company Secretary of our Company shall act as a secretary of the Audit Committee.

During the year the Audit Committee duly met Four (4) times i.e. 11-06-2024, 25-07-2024,
05-11-2024, 28-02-2025.

No.

Name of Director

Category of
Directorship

No.ofBoard
Meeting Attended

1.

Aayush Kamleshbhai Shah, Chairman

Independent Director

4

2.

Dipak Padmakant Pandya, Member

Managing Director

4

3.

Bhavisha Kunal Chauhan, Member

Independent Director

4

Role of Audit Committee:

The scope of audit committee shall include, but shall not be restricted to, the following:

1. Oversight of the company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees;

3. Scrutiny of inter-corporate loans and investments.

4. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

5. Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in
the Board's report in terms of clause (c) of sub section 3 of section 134 of the Companies
Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by
management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

6. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

7. Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/ prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter;

8. Reviewing, with the management, performance of statutory and internal auditors, and
adequacy of the internal control systems;

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;

10. Discussion with internal auditors any significant findings and follow up there on;

11. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

12. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

13. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

14. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

15. Approval of appointment of CFO (i.e., the whole time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience & background, etc. of the candidate;

16. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee.

17. Valuation of undertakings or assets of the company, where ever it is necessary.

18. Evaluation of internal financial controls and risk management systems;

19. Monitoring the end use of funds raised through public offers and related matters.

2. Stakeholders Relationship Committee:

Stakeholders Relationship Committee

Name of Director

Designation

Bhavisha Kunal Chauhan

Chairman

Mahendra Ramabhai Patel

Member

Aayush Kamleshbhai Shah

Member

The Company Secretary of our Company shall act as a Secretary to the Stakeholder Relationship
Committee.

During the year the Stakeholder Relationship Committee duly met One (1) times on 29/03/2025.

No.

Name of Director

Category of
Directorship

No. of Board
Meeting Attended

1.

Mrs. Bhavisha Kunal Chauhan

Independent Director

1

2.

Mr. Mahendra Ramabhai Patel

Whole Time Director

1

3.

Mr. Aayush Kamleshbhai Shah

Independent Director

1

Terms of Reference:

1. Efficient transfer of shares; including review of cases for refusal of transfer /
transmission of shares;

2. Redressal of shareholder and investor complaints like transfer of Shares, non-receipt of
balance sheet, non-receipt of declared dividends etc.,

3. Issue duplicate/split/consolidated share certificates;

4. Dematerialization/Rematerialization of Share

5. Review of cases for refusal of transfer / transmission of shares and debentures;

6. Reference to statutory and regulatory authorities regarding investor grievances and to
otherwise ensure proper and timely attendance and redressal of investor queries and
grievances;

7. Such other matters as may from time to time are required by any statutory, contractual or
other regulatory requirements to be attended to by such committee

8. Any other power specifically assigned by the Board of Directors of the Company from time to
time by way of resolution passed by it in a duly conducted Meeting, and

9. Carrying out any other function contained in the equity listing agreements as and when
amended from time to time.

The status of the Investors' ComDlaints during the Financial Year 2024-25 are as under:

Investor Complaints during F Y 2024-25

No. of Complaints

Pending at the beginning of the Financial Year 2024-25

0

Received during the Financial Year 2024-25

0

Disposed of during the Financial Year 2024-25

0

Remaining unresolved at the end of the Financial Year 2024-25

0

3. Nomination and Remuneration Committee:

Nomination and Remuneration Committee

Name of Director

Designation

Aayush Kamleshbhai Shah

Chairman

Harshal Mahendra Patel

Member

Bhavisha Kunal Chauhan

Member

During the year the Nomination and Remuneration Committee duly met Four (4) times on
11-06-2024, 27-06-2024, 03-10-2024, 01-03-2025.

No.

Name of Director

Category of
Directorship

No.ofBoard
Meeting Attended

1.

Mr. Aayush Kamleshbhai Shah,
Chairman

Independent Director

4

2.

Mr. Harshal Mahendra Patel, Member

Independent Director

4

3.

Mr. Bhavisha Kunal Chauhan, Member

Independent Director

4

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 the Nomination
and Remuneration Committee recommended the remuneration policy relating to the
remuneration of the Directors, Key Managerial Personnel and other employees which was
approved by the Board and is annexed with the Directors' Report.

There was not any performance linked incentives paid to Whole-time Directors. The Company
has not formulated any scheme for giving any stock options to the employees. Hence no stock
options have been granted to the Executive Directors during the year ended on 31-03-2025.

Details of remuneration paid for the year ended on 31-03-2025:

No.

Name of Director

Category of Directorship

Remuneration and
Allowances Rs. In Lacs

1.

Mr. Dipak Padmakant
Pandya

Chairman and Managing
Director

72.00

2.

Mr. Mahendra Ramabhai

Whole Time Director

72.00

Patel

3.

Mrs. Mita Dipak Pandya

Whole Time Director

24.00

4

Mr. Harshal Mahendra

*Whole Time Director

Nil

Patel

(w.e.f. 01st August, 2025)

*Mr. Harshal Mahendra Patel was appointed as Non Executive Director of the company on 21.10.2024. He
was then re-designated as Whole Time Director w.e.f from 01.08.2025.As Non Executive Director he was
not getting remuneration for F.Y. 2024-25.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program known as
Familiarization Programme, which is for every new independent director of the Board to
familiarize the new inductee(s) with the strategy, operations and functions of our Company. The
Executive Directors/ Senior Managerial Personnel make presentations to the inductees about
the Company's strategy operations, product and service offerings, markets, organization
structure, finance, human resources, technology, quality, facilities and risk management. In
addition, the Company also keeps the Independent Directors, updated on the events and
developments in the industry and business environment.

INSURANCE:

The properties and assets of the Company are adequately insured.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating
that:

i) They continue to fulfill the criteria of independence provided in Section 149 (6) of the
Act along with Rules framed thereunder and Regulation 16(1) (b) ; and

ii) There has been no change in the circumstances affecting his/ their status as
Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the
Company's Code of Conduct. In terms of Section 150 of the Act and Rules framed
thereunder, the Independent Directors have also confirmed their registration (including
renewal of applicable tenure) and compliance of the online proficiency self- assessment
test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules,
2014 that the Independent Directors are persons of high repute, integrity and possess the
relevant expertise and experience in their respective fields.

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDEPENDENT
DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules framed thereunder read
with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 formal
annual evaluation is to be made by the Board of its own performance and that of its
Committees and Individual Directors. The Board after taking into consideration the criteria
of evaluation laid down by the Nomination and Remuneration Committee in its policy such as
Board Composition, level of involvement, performance of duties, attendance etc. had
evaluated its own performance, the performance of its committees and Independent
Directors (excluding the Director being evaluated).

The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Directors at their separate meeting. The Directors expressed their

satisfaction with the evaluation process.

Independent Directors at their meeting held on 07th March, 2025 interalia, to discuss evaluation
of Board, Committee(s) and Individual Directors.

POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION:

Pursuant to the requirements of the Companies Act, 2013, the policy on appointment of Board
Members and policy on remuneration of the Directors, KMPs and other employees is as attached
as
Annexure III to this report.

SECRETARIAL AUDIT REPORT:

M/s. Kinkhabwala & Associates, Practicing Company Secretaries, was appointed as Secretarial
Auditor of the Company to conduct secretarial audit for the financial year 2024-25 pursuant to
the provisions of Section 204 of the Companies Act, 2013. The Annual Secretarial Compliance
Report and Secretarial Audit Report submitted by them is attached as
Annexure IV to this
report.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of the Companies Act, 2013 all the contracts and arrangements
with related as details of the transactions are as mentioned in
Annexure V.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014:

Details pertaining to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as
Annexure-VI to this report.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has adopted internal control system considering the nature of its business and the
size and complexity of operations. The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial disclosures etc. The management is taking further steps to strengthen the internal
control system.

RISK MANAGEMENT POLICY:

The Company has formulated the Risk Management Policy in order to safeguard the
organization from various risks through timely actions. It is designed to mitigate the risk in
order to minimize the impact of the risk on the Business. The Management is regularly
reviewing the risk and is taking appropriate steps to mitigate the risk.

In the opinion of the Board there has been no identification of element of risk that may
threaten the existence ofthe Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The details of loan provided and investments made, if any are as mentioned in the notes to
accounts. The Company has not provided any guarantee or security falling under purview of
Section 186 of the Companies Act, 2013 during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

The company have not related parties transaction during the period except for salary to
directors as per mentioned in note No: 28 of Financial Statement.

STATUTORY AUDITORS:

In terms of the provisions of section 139 of the Companies Act, 2013, the Company had
appointed M/S S V J K And Associates Chartered Accountants, Ahmedabad (Registration No.
135282W), for the term of 5 years in the 06th Annual General Meeting.

In the Statutory Auditors' Report on the financial statements of the Company for the financial
year ended on 31st March, 2025, there is no Qualified/Adverse Opinion from Statutory
Auditor during the financial year under review. During the financial year under review,
auditors of the company has not reported any fraud under sub-section (12) of section 143 of
the Companies Act, 2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or
to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013,
including rules made thereunder.

INTERNAL AUDITOR

M/S B V Gajera & Co., Chartered Accountants, Ahmedabad has been appointed as Internal
Auditors of the Company for the financial year 2024-2025. Internal Auditors are appointed by
the Board of Directors of the Company on a yearly basis, based on the recommendation of the
Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the
Company, to the Audit Committee on a yearly basis. The scope of internal audit is approved by
the Audit Committee.

EXPLANATIONS / COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK
OR DISCLAIMER MADE BY THE AUDITOR AND COMPANY SECRETARY IN THE AUDIT
REPORTS:

There is no qualifications, reservations, adverse remark or disclaimer in Auditors Report.
MAINTENANCE OF COST RECORDS:

Company is not required to maintain cost records pursuant to section 148 (1) of the Companies
Act, 2013.

VIGIL MECHANISM:

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 and Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 read with SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the
Policy on Vigil Mechanism/ Whistle Blower Policy. Through this policy Directors, Employees or
business associates may report the unethical behavior, malpractices, wrongful conduct, frauds,
violations of the Company's code etc. to the Chairman of the Audit Committee.

COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company has complied with the provision relating to constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013. Further, no case has been received under the said act during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange
Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in
Annexure VII which is
attached to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

The Company has not received any significant or material orders passed by any regulatory
authority, court or tribunal which shall affect the going concern status of the Company's
operations as on date of this report.

INDUSTRIAL RELATIONS:

The Company has maintained cordial relations with the employees of the Company throughout
the year. The Directors wishes to place on record sincere appreciation for the services rendered
by the employees of the Company during the year.

COMPLAINCE OF SECRETARIAL STANDARAD:

The Company has complied with the applicable secretarial standards.

CFO CERTIFICATE:

The CFO of the Company has given certification on the financial reporting and internal controls
to the Board in terms of SEBI (Listing Obligations and disclosure Requirements) Regulations,
2015.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has no subsidiary company. The Company did not have any
Associate Companies or Joint Ventures at the end of this Financial Year. Statement in Form
AOC1 pursuant to the first proviso to Section 129 of the Act read with rule 5 of the Companies
(Accounts) Rules, 2014 shall not be thus applicable in view of above explanation.

ACKNOWLEDGEMENT:

The Board is thankful to its bankers for their continued support and assistance, which has
played important role in progress of the Company.

Your Directors places on records the contribution of employees of the Company at all levels and
other business associates for their commitment, dedication and respective contribution to the
Company's operations during the year under review.

Place: Ahmedabad BY ORDER OF THE BOARD

Date: 28th August, 2025 FOR H.M. ELECTRO MECH LIMITED.

Sd/-

RFGISTFRFD OFFICE Dipak Padmakant Pandya

305, Ashram Avenue, Chairman and Managing Director

B/H. Kochrab Ashram, Paldi. Ahmedabad, (DIN: 02188199)

Gujarat, India, 380006


 
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