Your directors have pleasure to present the 5 th (Fifth) Director's Report together with the Audited Statement of Accounts of Influx Healthtech Limited (“the Company”) for the year ended March 31, 2025.
1. FINANCIAL PERFORMANCE
The financial results of the Company for the Financial Year 2024-25 as compared with the previous Financial Year are as under:
fR c in Inlshc nnlocc nfhorAA/ico ^tritorll
Particulars
|
Financial Year ended
|
Financial Year ended
|
|
31/03/2025
|
31/03/2024
|
Revenue from Operations
|
10,485.36
|
9,996.51
|
Other Income
|
13.31
|
5.09
|
Total Income
|
10,498.68
|
10,001.60
|
Total Expenses
|
8,727.27
|
8,508.09
|
Profit/(loss) before Tax (EBT)
|
1,771.41
|
1,493.51
|
Provision for Income Tax
|
|
|
(i) Current Tax
|
440.99
|
417.66
|
(ii) Deferred Tax
|
10.32
|
(29.96)
|
(iii) Short/Excess Provision for Income Tax
|
(7.22)
|
-
|
Net Profit/(Loss) After Tax
|
1,327.32
|
1,105.80
|
EPS
|
7.31
|
6.09
|
2. STATE OF THE COMPANY'S AFFAIRS
The Company is engaged in the development and manufacturing of a diverse range of healthcare products, including dietary and nutritional supplements (tablets, capsules, soft gels, liquid orals, oral powders, effervescent tablets, gummies), cosmetic and personal care formulations (creams, gels, external oils, soaps), Ayurvedic and herbal products, veterinary feed supplements, and homecare items, all produced in GMP, HACCP, ISO 22000, Halal and US FDA registered facilities to ensure stringent quality control and regulatory compliance. There has been no change in the nature of the Company's business during the financial year ended March 31, 2025.
The highlights of the Company's performance are as under:
i. Revenue from operations for the year ended on March 31, 2025 and March 31, 2024 is INR 10,485.36 Lakhs and INR 9,996.51 Lakhs.
ii. Other incomes for the year ended for the year ended on March 31, 2025 and March 31, 2024 is INR 13.31 Lakhs and INR 5.09 Lakhs.
iii. Net profit for the year ended for the year ended on March 31, 2025 and March 31, 2024 is INR 1,327.32 Lakhs and INR 1,105.80 Lakhs.
3. RESERVES
The Board of Directors have decided to retain the entire amount of profit under Retained Earnings.
4. DIVIDEND
To conserve the resources for future growth of the company, your directors do not propose any dividend for the current year. Your Company's policy on Dividend Distribution is available at https://influxhealthtech.com/investor-relations/
5. HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES
The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.
6. SHARE CAPITAL
The Authorised Share Capital as on March 31, 2025 was INR 25,00,00,000/- divided into 2,50,00,000 Equity Shares of INR 10/- each.
The Paid-up share capital as on March 31, 2025 was INR 18,15,00,000/- divided into 1,81,50,000 Equity Shares of INR 10/- each.
> Increase in Authorised Share Capital:
The Company has Increased the Authorised Share Capital of the company from INR 10,00,00,000/-to INR 25,00,00,000/- divided into 2,50,00,000 Equity shares of INR 10/- each vide Shareholder's resolution passed on April 04, 2024.
> Increase Paid Up Share Capital:
During the year, your company had issued bonus shares in the ratio of 725:1 i.e. Seven hundred and twenty-five new equity Shares of INR 10/- each for every one equity share of INR 10/- each fully paid up vide Allotment resolution dated July 31, 2024. Post Issuance of bonus Share, The Paid-up share capital of the company was INR 18,15,00,000/-.
INITIAL PUBLIC OFFER ("IPO”) AND LISTING OF EQUITY SHARES
The Company conducted its initial public offering (IPO) of 61,00,800 Equity Shares, each with a face value of ^ 10/- in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares were offered at a price of ^ 96/- per share, including a premium of ^ 86/- per share.
The IPO was open for subscription from June 18, 2025, to June 20, 2025. The shares were allotted to applicants on June 23, 2025, at the offer price of ^ 96/- per share. The Company's equity shares began trading on the SME Platform (EMERGE) of the National Stock Exchange of India Limited (NSE) from June 25, 2025.
The Company, vide its Prospectus dated June 23, 2025 (“Prospectus”) raised ^4800.38 Lakhs by issuing 50,00,400 Fresh Equity Shares and 11,00,400 Equity Shares by way of an Offer for Sale by the selling shareholder, Mr. Munir Abdul Ganee Chandniwala.
7. CHANGE IN NAME OF THE COMPANY
During the year under review, Company has not changed the Name.
8. CHANGE IN REGISTERED OFFICE
During the year under review, the Company has not changed its Registered Office.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report except:
The Company did come up with Initial Public Offer and had raised ^4800.38 Lakhs by issuing 50,00,400 Fresh Equity Shares and 11,00,400 Equity Shares by way of an Offer for Sale by the selling shareholder, Mr. Munir Abdul Ganee Chandniwala. The equity shares of the company got listed on NSE Emerge w.e.f. June 25, 2025.
10. DEPOSITS FROM PUBLIC
The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.
However, during the financial year:
i. The Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.
ii. The Company has repaid the loan borrowed from banking company in pursuant to Rule 2(c)(iii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time.
iii. There is outstanding security deposit collected from customers for the performance of the contract for the supply of goods or the provision of services, in accordance with Rule 2(c)(xii)(c) of the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.
12. CHANGE IN THE NATURE OF BUSINESS
During the financial year ended March 31, 2025, the Company's core business operations remained consistent. During the same period, the Company successfully expanded its product portfolio by launching of a new offering Ayurvedic Gummies, Oral Dissolving Powder, Pet Food for Dogs, Nutrition T oppers for Pets, Popped Chips, Pet Food for Cats & Nutritional Oral Gel in FY 2024-25.
13. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.
14. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:
a). Conservation of energy-
(i)
|
the steps taken or impact on conservation of energy
|
Continuous Monitoring on electricity uses to reduce the misuse or wastage of electricity at factory and office premise
|
(ii)
|
the steps taken by the company for utilizing
|
NIL
|
|
alternate sources of energy
|
|
(iii)
|
the capital investment on energy conservation
|
NIL
|
|
equipments
|
|
b). Technology absorption-
(i)
|
the efforts made by the Company towards technology absorption
|
NIL
|
(ii)
|
the benefits derived like product improvement, cost reduction, product development or import substitution
|
NIL
|
(iii)
|
The information regarding imported technology (imported during the last three years)-
|
NIL
|
|
(a) the details of technology imported
|
NIL
|
|
(b) the year of import
|
NIL
|
|
(c) whether the technology been fully absorbed
|
NIL
|
|
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
|
NIL
|
(iv)
|
the expenditure incurred on Research and Development
|
NIL
|
Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:
(Rs. In Lakhs, unless otherwise stated)
Particulars
|
Current Year (2024-25) (INR)
|
Previous Year (2023-24) (INR)
|
Export of Goods on F.O.B Basis
|
61.03
|
25.58
|
C.I.F Value of Import
|
-
|
-
|
Remittance of Dividend in Foreign Currency
|
-
|
-
|
Expenditure in Foreign
|
27.47
|
2.32
|
Currency
|
|
|
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
> Retirement by Rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Abdul Ganee Abdul Rasul Chandniwala, Non-Executive Director is liable to retire by rotation and is eligible to offer himself for re appointment. The Board recommends his re-appointment.
> Changes in Board of Directors & Key Managerial Personnel:
The following changes occurred during the year in the composition of the Board of Directors and Key Managerial Personnel:
Sr.
No.
|
Name of Director & KMP
|
Effective Date of Change
|
Nature of Change
|
Designation
|
1.
|
Mr. Mohmad Saleh Mutvalli
|
June 11, 2024
|
Appointment
|
Additional Independent Director
|
2.
|
Mr. Vipul Balubhai Patel
|
June 11, 2024
|
Appointment
|
Additional Independent Director
|
3.
|
Mr. Mohmad Saleh Mutvalli
|
July 13, 2024
|
Change in designation
|
Independent Director
|
4.
|
Mr. Vipul Balubhai Patel
|
July 13, 2024
|
Change in designation
|
Independent Director
|
5.
|
Mr. Ashok Kumar Jain
|
July 26, 2024
|
Appointment
|
Additional Independent Director
|
6.
|
Mrs. Shirin Munir Ahmed Chandniwala
|
July 26, 2024
|
Change in designation
|
Executive Director
|
7.
|
Mr. Munir Abdul Ganee Chandniwala
|
July 30, 2024
|
Change in designation
|
Managing Director & Chairmen
|
8.
|
Mrs. Shirin Munir Ahmed Chandniwala
|
July 30, 2024
|
Change in designation
|
Whole Time Director
|
9.
|
Mr. Ashok Kumar Jain
|
July 30, 2024
|
Change in designation
|
Independent Director
|
10.
|
Mr. Mohmad Saleh Mutvalli
|
August 07, 2024
|
Resignation
|
Independent Director
|
> Declaration by Independent Directors:
Your Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013, along with the rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
The Independent Directors are familiarized with their roles, rights, and responsibilities, as well as with the nature of the industry and business model, through an induction program at the time of their appointment as Director. Additionally, they are kept informed through presentations on the economy and industry overview, key regulatory developments, strategy, and performance, which are made to the Directors from time to time.
> Details of Board Meetings:
During the Financial year 2024-25, Twenty-three (23) board meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.
The Composition of Board of directors and the details of meetings attended by the board of directors during the year are given below.
|
Sr.
No.
|
Date of Board Meeting
|
Directors Present
|
|
1.
|
April 1, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
|
|
2.
|
April 8, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
|
|
3.
|
May 2, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
|
|
4.
|
June 11, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
|
|
5.
|
July 12, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
|
|
6.
|
July 26, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
|
|
7.
|
July 30, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain
|
|
8.
|
July 31, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain
|
|
9.
|
August 7, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain
|
|
10
|
August 9, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
|
11.
|
August 20, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain
|
|
|
Mr. Vipul Balubhai Patel
|
12.
|
September 2, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
13.
|
September 16, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
14.
|
October 4, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
15.
|
October 30, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
16.
|
December 16, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
17.
|
December 18, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
18.
|
December 23, 2024
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
19.
|
January 3, 2025
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
|
20.
|
January 20, 2025
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
|
21.
|
January 31, 2025
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
|
22.
|
February 4, 2025
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
|
23.
|
March 25, 2025
|
Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
|
16. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby 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 March 31, 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.
17. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board's functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by the independent Director.
18. COMMITTEES OF THE BOARD
Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.
AUDIT COMMITTEE
The Audit Committee comprises of non-executive Independent Director and Executive Director as its Member. The Chairman of the committee is Independent Director.
During the Financial year 2024-25, Four (4) meeting of audit committee held on September 16, 2024, November 7, 2024, January 20, 2025 and March 27, 2025.
The Composition of Audit Committee and the details of meetings attended by members during the year are given below.
Name of the Director
|
Status in the Committee
|
Nature of Directorship
|
No. of committee Meetings Held & Entitled to Attend
|
No. of committee Meetings Attended
|
Mr. Ashok Kumar Jain
|
Chairman
|
Independent
Director
|
4
|
4
|
|
Mr. Vipul Balubhai Patel
|
Member
|
Independent
Director
|
4
|
4
|
|
Mrs. Shirin Munir Ahmed
|
Member
|
Whole Time
|
4
|
4
|
|
Chandniwala
|
|
Director
|
|
|
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS
All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Independent Directors and non-executive Director as its member. The Chairman of the Committee is an Independent Director.
During the Financial year 2024-25, One (1) meeting of the Nomination and Remuneration Committee were held on September 16, 2024.
The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.
Name of the Director
|
Status in the Committee
|
Nature of Directorship
|
No. of committee Meetings Held & Entitled to Attend
|
No. of committee Meetings Attended
|
Mr. Ashok Kumar Jain
|
Chairman
|
Independent
Director
|
1
|
1
|
Mr. Vipul Balubhai Patel
|
Member
|
Independent
Director
|
1
|
1
|
Mr. Abdul Ganee Abdul Rasul Chandniwala
|
Member
|
Non-Executive
Director
|
1
|
1
|
STAKEHOLDER RELATIONSHIP COMMITTEE
The stakeholder relationship committee comprises of Managing Director, Whole-time Director and one Independent Director as its member. The Chairman of the Committee is an Independent Director.
During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on March 31, 2025.
The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:
Name of the Director
|
Status in the Committee
|
Nature of Directorship
|
No. of committee Meetings Held & Entitled to Attend
|
No. of committee Meetings Attended
|
Mr. Vipul Balubhai Patel
|
Chairman
|
Independent
Director
|
1
|
1
|
Mr. Munir Abdul Ganee Chandniwala
|
Member
|
Chairman and
Managing
Director
|
1
|
1
|
Mrs. Shirin Munir Ahmed Chandniwala
|
Member
|
Whole Time Director
|
1
|
1
|
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility committee comprises of Managing Director, Whole Time Director and one Independent Director as its member. The Chairman of the Committee is Executive Director.
During the Financial year 2024-25, Two (2) meeting of Corporate Social Responsibility Committee were held on October 15, 2024 and February 24, 2025.
The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the members during the year are given below:
Name of the Director
|
Status in the Committee
|
Nature of Directorship
|
No. of committee Meetings Held & Entitled to Attend
|
No. of committee Meetings Attended
|
Mr. Munir Abdul Ganee Chandniwala
|
Chairman
|
Chairman and
Managing
Director
|
2
|
2
|
Mr. Ashok Kumar Jain
|
Member
|
Independent
Director
|
2
|
2
|
Mrs. Shirin Munir Ahmed Chandniwala
|
Member
|
Whole Time Director
|
2
|
2
|
19. PARTICULARS REGARDING EMPLOYEES' REMUNERATION
During the year under review, the details of employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- II(a).
The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-II (b).
20. ANNUAL RETURN
The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act, 2013, for the financial year ended March 31, 2025 will be placed on the website of the company at
https://influxhealthtech.com/investor-relations/
21. STATUTORY AUDITORS' AND AUDITORS' REPORT
The Auditor, M/s V.B. Goel & Co., Chartered Accountants, (FRN: 115906W) were appointed as Statutory Auditor of the Company to hold office from September 30, 2024 for a term of five years in terms of Section 139 of the Companies Act, 2013.
Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.
There are no qualifications or adverse remarks in the Auditor's Report.
22. FRAUD S REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S 143(12)
There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2024-2025.
23. INTERNAL AUDITOR
In terms of Section 138 of the Companies Act, 2013, an internal auditor is required to be appointed by every listed company and such other class of companies as prescribed by the Ministry of Corporate Affairs. During the financial year 2024-25, the Company did not meet the applicability thresholds specified under Section 138. Consequently, no internal auditor has been appointed for financial year 2024-25.
24. COST AUDITOR
Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Audit Report of the company for the financial year 2024¬
25.
25. DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013
The Company falls within the ambit of Section 148(1) of the Companies Act, 2013, as it is required to maintain cost records, and it has duly prepared and maintained such cost records in compliance with the applicable statutory provisions.
26. SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013, every listed company and certain classes of public companies meeting prescribed thresholds are required to annex a secretarial audit report to their Board's report. For the financial year 2024-25, the Company did not meet the applicability criteria relating to listing status, paid-up share capital, turnover or borrowings as specified under Section 204. Consequently, no secretarial auditor has been appointed for financial year 2024-25.
Furthermore, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 24A concerning Secretarial Auditor and Secretarial Compliance Report is not applicable to companies listed on the SME Exchange. Consequently, the Company is not required to take approval of shareholders at the said Annual General Meeting.
However, The Audit Committee and the Board would consider the appointment of Secretarial auditor for FY 2025-26 in due course and the same would be intimated accordingly.
27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company's internal control systems are adequate and commensurate with the nature and size of the Company, and it ensures:
• Timely and accurate financial reporting in accordance with applicable accounting standards.
• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.
• Compliance with applicable laws, regulations and management policies.
28. EMPLOYEES' STOCK OPTION PLAN
The Company has not provided stock options to any employee during the period.
29. RISK MANAGEMENT POLICY
The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.
The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
30. 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 INR 10 Crore and Net worth not exceeding INR 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 in the ambit of aforesaid exemption (b); hence compliance with the provisions 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.
31. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties' transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee and Board of directors.
The form AOC- 2 is attached as Annexure - III with this report.
32. CORPORATE SOCIAL RESPONSIBILITY
In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implement CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Annexure- IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The company, through its Corporate Social Responsibility (CSR) initiative, remains committed to developmental projects that focus on eradicating hunger, Promoting Education and healthcare for underprivileged sections of society and other stakeholders. By addressing the basic needs of local communities, the company continues to foster value creation within the society and the regions it serves. Through its services, conduct, and initiatives, it actively promotes sustained growth for the community and fulfills its role as a socially responsible corporate entity.
33. POLICIES OF THE COMPANY
> Nomination and Remuneration Policy
The Nomination and Remuneration Committee ('NRC') formulates and recommends to the Board the appropriate qualifications, positive attributes, characteristics, skills and experience required for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. The Policy for Nomination and remuneration of Directors and determining Directors' independence is available on our website at https://influxhealthtech.com/wp-content/uploads/2024/08/Nomination-and-Remuneration-Policy-1.pdf
The committee inter alia ensures that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
> Policy on Materiality of Related Party Transaction
Your Company has adopted the policy on Materiality of Related Party T ransaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company at https://influxhealthtech.com/wp- content/uploads/2024/08/Policy-on-Materiality-of-Related-Party-Transactions.pdf
> Policy of Code of Conduct for Director and Senior Management
Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company at https://influxhealthtech.com/wp- content/uploads/2024/08/Code-of-Conduct-of-Board-Senior-Management.pdf
> Prohibition of Insider Trading
Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company at https://influxhealthtech.com/wp-content/uploads/2024/08/Prohibition-of- Insider-T rading-Policy.pdf
> Policy On the Preservation of Documents and Archive Policy
Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at
https://influxhealthtech.com/wp-content/uploads/2024/08/Policy-for-Preservation-of-Documents.pdf
> Dividend Distribution Policy
Pursuant to Provisions of Regulations, the Company has adopted the Dividend Distribution Policy, which covers various parameters based on which the Board may recommend or declare Dividend. The same has been available at the website of company at https://influxhealthtech.com/wp-
content/uploads/2024/08/Dividend-Distribution-Policy.pdf
> Vigil Mechanism/Whistle Blower Mechanism
Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company at
https://influxhealthtech.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf
> Policy On Determination and Disclosure of Materiality of Events and Information
Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at https://influxhealthtech.com/wp-
content/uploads/2024/08/Policy-for-Disclosure-Determination-of-Materiality-of-Events-or- Information.pdf
> Policy On Identification of Group Companies & Material Creditors and material litigations
Your Company has adopted a Policy on Identification of Group Companies & Material Creditors and material litigations. Policy On Identification of Group Companies & Material Creditors and material litigations has been available on the website of the Company at https://influxhealthtech.com/wp-
content/uploads/2024/08/Policy-on-Identification-of-Group-Companies-Material-Creditors-and-Material-
Litigations.pdf
> Policy of making Payments to Non-Executive Directors
Your Company has adopted a Policy of making Payments to Non-Executive Directors. Policy of making Payments to Non-Executive Directors has been available on the website of the Company at https://influxhealthtech.com/wp-content/uploads/2024/08/Policy-of-Making-Payments-to-Non- Executive-Directors.pdf
> Code of Conduct of Board & Senior Management
Your Company has adopted code of conduct of Board & Senior Management. The Code of Conduct of Board & Senior Management has been available on the website of the company at https://influxhealthtech.com/wp-content/uploads/2024/08/Code-of-Conduct-of-Board-Senior- Management.pdf
34. SECRETARIAL STANDARD
Your directors' states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively.
35. OTHER REGULATORY REQUIREMENT
The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company's operations in future.
36. GENERAL SHAREHOLDER INFORMATION
A
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AGM: Day, Date, Time and Venue
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Tuesday, September 9, 2025, at 12:00 P.M through V.C
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B
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Financial Year
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2024-25
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C
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Cut-off date for the purpose of determining shareholders for voting
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September 3, 2025
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D
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Listing on Stock Exchanges
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NSE-Emerge
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E
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Scrip Code/Symbol
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INFLUX
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F
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ISIN
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INE0MYZ01012
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G
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Payment of Listing Fees
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The Company confirms that it has paid Annual Listing fees due to the stock exchange.
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H
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Market Price Data (High, Low during each month in last financial year 2024-25)
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Not Applicable as the Company is listed on June 25, 2025.
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I
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Registrar and Share Transfer Agents
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Maashitla Securities Private Limited
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37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.
The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. Policy on Prevention of Sexual Harassment has been available on the website of the Company at https://influxhealthtech.com/wp-content/uploads/2024/08/Prevention-of- Sexual-Harrassment-Policy.pdf
Details of Complaints of Sexual Harassment Received During Year:
Number of Complaints of Sexual
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Number of complaints disposed
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Number of Cases Pending for
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Harassment Received During the Year
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off during the year
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More than Ninety Days
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0
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0
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0
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The Company has not received any complaints of workplace complaints, including complaints on sexual harassment during the year under review.
38. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961
The Board of Directors recognizes the importance of maternity benefits in fostering a supportive and inclusive workplace. In accordance with the provisions of the Maternity Benefit Act, 1961, and the company's commitment to employee welfare, we continue to ensure that all eligible female employees receive maternity benefits as prescribed under the law.
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, ('Rules'), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government.
Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.
Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.
During the year, no amount of unclaimed dividend has been transferred to IEPF.
40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.
41. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013
The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.
42. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER
During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
43. 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.
44. ACKNOWLEDGEMENT
Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
Registered Office: By Order of the Board of Directors of
109, Ghanshyam Enclave Influx Healthtech Limited
Premises Co-op Soc Plot No.
856, Laljipada, Kandivali West, Mumbai - 400067 Maharashtra, India.
Sd/- Sd/-
Date: August 14, 2025 Mrs. Shirin Munir Ahmed Chandniwala Mr. Munir Abdul Ganee Chandniwala
Place: Mumbai Whole-time Director Chairman and Managing Director
DIN:08459623 DIN:08459582
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