Your Directors are pleased to present the Tenth (11th) Annual Report of Smarten Power Systems Limited (Formerly known as Smarten Power Systems Private Limited) ("the Company") along with the Audited Financial Statements both (Standalone and Consolidated) for the financial year ended March 31, 2025.
Further, in compliance with the Companies Act, 2013, ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has made requisite disclosures in this report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.
FINANCIAL INFORMATION (Rs. in Lakhs)
|
Particulars
|
Standalone
|
Consolidated
|
| |
March 31, 2025
|
March 31, 2024
|
March 31, 2025
|
March 31, 2024
|
| |
Current Year
|
Previous Year
|
Current Year
|
Previous Year
|
|
Revenue from Operations
|
17953.29
|
17.894.04
|
20,174.85
|
19,519.56
|
|
Other Income
|
116.23
|
275.07
|
144.82
|
353.65
|
|
Total Income
|
18,069.52
|
18,169.11
|
20,319.67
|
19,873.21
|
|
Total Expenditure
|
16,485.58
|
16,642.78
|
18.604.22
|
18,270.72
|
|
Profit before Prior Period Items, Exceptional Items, Extraordinary Items and Tax
|
1,583.94
|
1,526.33
|
1,715.46
|
1,602.49
|
|
Less: Exceptional Items
|
0.00
|
0.00
|
|
|
|
Profit / Loss before Tax
|
1,583.94
|
1,526.33
|
1,715.46
|
1,602.49
|
|
Current Tax
|
434.25
|
435.87
|
462.89
|
462.45
|
|
Deferred Tax Expense/ (Credit)
|
-29.13
|
17.48
|
(29.13)
|
17.48
|
|
Net Profit/Net Loss after Tax
|
1,174.15
|
1,072.98
|
1,277.03
|
1,122.56
|
The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Accounting Standards (AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.
Standalone
The total Income from the operation was Rs. 17,953.29/- for the current FY 2024-25 as compared to Rs. 17,894.04/- for the previous FY 2023-24 and total Net Profit was Rs. 1,174.15 for the current FY 2024-25 as compared to Rs. 1,072.98/- for the previous FY 2023-24. (All Rupees in Lakhs)
Consolidated
The total Income from the operation was Rs. 20,174.85/- for the current FY 2024-25 as compared to Rs. 19,519.56/- for the previous FY 2023-24. Total Net Profit was Rs. 1,277.03/- for the current FY 2024-25 as compared to Rs. 1,122.56/- for the previous FY 2023-24. (All Rupees in Lakhs)
OPERATIONS AND PERFORMANCE OF THE COMPANY
Your Company is engaged in designing and assembling power back-up and advanced solar power products such as Home UPS systems, solar inverters, solar power conditioning units (PCUs), and solar charge controllers. Also, engaged in the trading of solar panels and batteries. We also export our products, except solar panels, outside India. We generate approximately 76.41% of our revenue through domestic sales and 23.59% of our revenue through exports. Currently, our Company is operating in 23 states and 2 union territories within India and has also established a global footprint in over 18 countries, which include the Middle East, Africa, and the South Asia region.
There was no change in the nature of the business of your Company during the year under review. DIVIDEND
With a view to conserving the resources for future business operations of the Company and to develop and diversify the existing business, your directors have not recommended any Dividend for the Financial Year 2024-25.
TRANSFER TO RESERVES
During the year under review, the Company does not propose to transfer any sum to any reserves. PUBLIC DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 and 74 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
SHARE CAPITAL
On 26th August, 2024, An Authorised Share Capital of the Company increased from INR 1,00,00,000/- (Indian Rupees One Crore only) divided into 10,00,000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each to INR 18,00,00,000/- (Indian Rupees Eighteen Crore only) divided into 18,00,000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each.
Further, on 10th December, 2024, An Authorised Share Capital of the Company increased from INR
18.00. 00.000/- (Indian Rupees Eighteen Crore only) divided into 18,00,000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each to INR 20,00,00,000/- (Indian Rupees Twenty Crore only) divided into
20.00. 000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each.
FURTHER ISSUE OF SHARES
On 24th October, 2024, the issued, subscribed and paid-up capital was increased from INR 1,00,00,000 /- (Indian Rupees One Crore Only) divided into 10,00,000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each to INR 15,00,00,000/- (Indian Rupees Fifteen Crore Only) divided into 1,50,00,000 Equity Shares of face value of INR 10/- each (Indian Rupees Ten Only) after additional allotment of INR
14.00. 00.000/- (Indian Rupees Fourteen Crore Only) divided into 1,40,00,000 Equity Shares of face value of INR 10/- each (Indian Rupees Ten Only) against Bonus Equity Shares issuance to the Eligible Shareholders of the Company pursuant to the above-mentioned Bonus issue of Shares.
The authorized Share Capital of the Company is 20,00,00,000 (Indian Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each.
The paid-up Share Capital of the Company is 15,00,00,000/- (Indian Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore) Equity Shares of face value of INR 10/- each (Indian Rupees Ten Only)
We are pleased to inform all stakeholders that after the closure of the financial year 2024-25, your Company has successfully completed its Initial Public Offering (IPO). marking a significant milestone in its growth journey. The IPO received an overwhelming response, with a subscription of 5.51 times, amounting to approximately Rs. 261.74 Crores. The remarkable response to the IPO enabled the Company to successfully issue 50,00,400 Equity Shares of the face value of Rs. 10/- each comprising of a fresh issue of 40,00,800 Equity Shares and Offer for sale of 9,99,600 Equity Shares at an offer price of Rs. 100/- per Equity Share and resulting in an increase in the Company's paid-up share capital to Rs. 1,90,00,800.
Pursuant to the successful completion of the IPO process. the equity shares of the Company were listed on the NSE Emerge Platform (the SME Platform of the National Stock Exchange of India Limited) on 14th July 2025. With this, your Company has transitioned into an SME Listed Company, enhancing its visibility in the financial markets. strengthening its corporate governance practices. and paving the way for greater transparency and access to capital.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has one Subsidiary Company, Smart Store International Private Limited (CIN: U51909HR2021PTC094361), which was incorporated on April 12, 2021, having registered office at Plot No. 374, Sector-37, Gurgaon, Haryana 122001. The principal business of the Subsidiary Company is to engage in online and offline trading activities of inverters, solar panels, solar products, batteries, and other allied power backup products.
Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of a Company's subsidiary is given as "Annexure-A" in the Form AOC-1.
Highlights of the performance of the Subsidiary Company:
The total revenue from the operation of Smart Store International Private Limited (Subsidiary) during the year under review is Rs. 2,272.89 Lakhs (previous year Rs. 1650.34 lakhs) and the Net Profit is Rs. 102.88 lakhs (previous year Rs. 49.57 lakhs).
Report on highlights on performance of Subsidiary Company and its contribution to overall performance of the company during the period under report
|
Sl.
No.
|
Name of Subsidiary Company
|
Category
|
Contribution to the overall performance of the Company (Rs. in Lakhs)
|
Contribution to the overall performance of the Company (In %)
|
|
1.
|
Smart Store International Private Limited
|
Wholly-owned
Subsidiary
|
Turnover: 2,272.89 Net Profit: 102.88 lakhs
|
Turnover: 11.26% Net Profit: 8.06
|
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on March 31, 2025, the Board of Directors of your Company comprises 7 (Seven) Directors, out of which 3 (Three) are Non-Executive Independent Directors and 4 (Four) are Executive Directors. The Chairman is a Non-Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations, and the circulars/directions/notifications issued by therein.
All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, and guidelines as may be applicable to the Company. The Nomination & Remuneration Committee ("NRC") of the Company exercises due diligence inter alia to ascertain the 'fit and proper' person status of the person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.
During the year under review, Mr. Amit Vijay Karia (DIN: 06846654), Mr. Tejas Pralhad Karhadkar (DIN: 10794684) and Ms. Vaishali Srivastava (DIN: 09633061) were appointed as an Independent Directors of the Company with effect from November 21, 2024, and their appointment was approved by the Members in the Extraordinary General Meeting held on November 21, 2024.
During the year under review, Mr. Arun Bhardwaj (DIN: 06964929) was appointed & redesignated as a Managing Director of the Company with effect from November 21, 2024, and his appointment was approved by the Members in the Extraordinary General Meeting held on November 21, 2024.
During the year under review, Mr. Tirath Singh Khaira (DIN: 07943524), Mr. Rajnish Sharma (DIN: 06813014) and Mr. Ravi Dutt (DIN: 06813116) were appointed & redesignated as a Whole-time Directors of the Company with effect from November 21, 2024, and their appointment was approved by the Members in the Extraordinary General Meeting held on November 21, 2024.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Rajnish Sharma (DIN: 06813014) Whole-time Director and Chief Executive Officer of the Company & Mr. Arun Bhardwaj (DIN: 06964929) Managing Director of the Company shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers themself for re-appointment. A brief profile of Mr. Rajnish Sharma & Mr. Arun Bhardwaj has been included in the Notice convening the ensuing Annual General Meeting of the Company.
The details of the Directors of your Company are as follows:
|
Sr.no.
|
Name of Director
|
Designation
|
|
1
|
Mr. Arun Bhardwaj
|
Managing Director
|
|
2
|
Mr. Rajnish Sharma
|
Whole-time Director and Chief Executive Officer
|
|
3
|
Mr. Ravi Dutt
|
Whole-time Director
|
|
4
|
Mr. Tirath Singh Khaira
|
Whole-time Director
|
|
5
|
Mr. Tejas Pralhad Karhadkar
|
Chairperson & Non-Executive Independent Director
|
|
6
|
Mr. Amit Vijay Karia
|
Non-Executive Independent Director
|
|
7
|
Ms. Vaishali Shrivastava
|
Non-Executive Independent Director
|
Disclosure of relationships between Directors inter-se
|
Sr.no.
|
Name of Director
|
Relation with other Director
|
|
1
|
Mr. Arun Bhardwaj
|
None
|
|
2
|
Mr. Rajnish Sharma
|
None
|
|
3
|
Mr. Ravi Dutt
|
None
|
|
4
|
Mr. Tirath Singh Khaira
|
None
|
|
5
|
Mr. Tejas Pralhad Karhadkar
|
None
|
|
6
|
Mr. Amit Vijay Karia
|
None
|
|
7
|
Ms. Vaishali Shrivastava
|
None
|
Change in Key Managerial Personnel
During the year under review below were the changes in Key Managerial Personnel of the Company.
Mr. Tirath Singh Khaira has resigned as Chief Executive Officer (CEO) of the Company with effect from October 23, 2024.
Mr. Rajnish Sharma was appointed as Chief Executive Officer (CEO) of the Company with effect from November 20, 2024.
Mr. Rahul Sharma was appointed as Chief Financial Officer (CFO) of the Company with effect from November 20, 2024.
Mr. Rajbir Sharma was appointed as Company Secretary of the Company with effect from November 20, 2024 & Compliance Officer of the Company with effect from November 21, 2024.The details of the Key Managerial Personnel of your Company as on March 31, 2025, are as follows:
|
Sr.no.
|
Name of Key Managerial Personnel
|
Designation
|
|
1
|
Mr. Rajnish Sharma
|
Chief Executive Officer (CEO)
|
|
2
|
Mr. Rahul Sharma
|
Chief Financial Officer
|
|
3
|
Mr. Rajbir Sharma
|
Whole-time Company Secretary and Compliance Officer
|
DIRECTOR(S) DISCLOSURES
Based on the declarations and confirmations received pursuant to sections 164 and 184 of the Act, none of the Directors on the Board of your Company is disqualified from being appointed as Director.
Further the Company has received the declarations from all the Independent Directors as per Section 149(7) of the Act, and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act.
Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") vide its Notification dated 22nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.
BOARD EVALUATION
During the period under review, provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and the Listing Regulations were not applicable to the Company, hence the annual evaluation process of the Board and its Committees were not conducted.
BOARD COMMITTEES
The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
The details of the Board Committees of your Company are as follows:
Audit Committee("AC")
The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members:
|
Sr.no.
|
Name of Director
|
Nature of Directorship
|
Designation
|
|
1
|
Ms. Vaishali Shrivastava
|
Non-Executive Independent Director
|
Chairperson
|
|
2
|
Mr. Tejas Pralhad Karhadkar
|
Non-Executive Independent Director
|
Member
|
|
3
|
Mr. Arun Bhardwaj
|
Managing Director
|
Member
|
Nomination and Remuneration Committee ("NRC")
The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act.
The Nomination and Remuneration Committee consists of the following members:
|
Sr.no.
|
Name of Director
|
Category of Director
|
Designation
|
|
1
|
Mr. Amit Vijay Karia
|
Non-Executive Independent Director
|
Chairperson
|
|
2
|
Mr. Tejas Pralhad Karhadkar
|
Non-Executive Independent Director
|
Member
|
|
3
|
Ms. Vaishali Shrivastava
|
Non-Executive Independent Director
|
Member
|
Stakeholder Relationship Committee("SRC")
The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. The Stakeholders Relationship Committee consists of the following members:
|
Sr.no.
|
Name of Director
|
Category of Director
|
Designation
|
|
1
|
Mr. Amit Vijay Karia
|
Non-Executive Independent Director
|
Chairperson
|
|
2
|
Mr. Arun Bhardwaj
|
Managing Director
|
Member
|
|
3
|
Mr. Tirath Singh Khaira
|
Whole-time Director
|
Member
|
Corporate Social Responsibility Committee ("CSR")
The Corporate Social Responsibility Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 135 of the Act.
The Corporate Social Responsibility Committee consists of the following members:
|
Sr.no.
|
Name of Director
|
Category of Director
|
Designation
|
|
1
|
Mr. Tejas Pralhad Karhadkar
|
Non-Executive Independent Director
|
Chairperson
|
|
2
|
Mr. Ravi Dutta
|
Whole-time Director
|
Member
|
|
3
|
Mr. Rajnish Sharma
|
Whole-time Director & CEO
|
Member
|
BOARD MEETINGS HELD DURING THE YEAR
The Board meets at regular intervals inter-alia to discuss and review various matters including business performance, business strategies and policies The gap between the two consecutive board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act.
During the year under review, 20 (Twenty) meetings of the Board of Directors of the Company were held as follows:
|
Sr. No.
|
Date of Meeting
|
Total Number of directors as on the date of meeting
|
Attendance
|
|
Number of directors attended
|
% of attendance
|
|
1
|
April 18, 2024
|
4
|
4
|
100
|
|
2
|
June 12, 2024
|
4
|
4
|
100
|
|
3
|
July 02, 2024
|
4
|
4
|
100
|
|
4
|
August 26, 2024
|
4
|
4
|
100
|
|
5
|
September 18, 2024
|
4
|
4
|
100
|
|
6
|
September 19, 2024
|
4
|
4
|
100
|
|
7
|
September 24, 2024
|
4
|
4
|
100
|
|
8
|
October 22, 2024
|
4
|
4
|
100
|
|
9
|
October 23, 2024
|
4
|
4
|
100
|
|
10
|
October 24, 2024
|
4
|
4
|
100
|
|
11
|
October 24, 2024
|
4
|
4
|
100
|
|
12
|
November 20, 2024
|
4
|
4
|
100
|
|
13
|
November 21, 2024
|
7
|
7
|
100
|
|
14
|
November 22, 2024
|
7
|
7
|
100
|
|
15
|
December 09, 2024
|
7
|
7
|
100
|
|
16
|
December 10, 2024
|
7
|
7
|
100
|
|
17
|
December 12, 2024
|
7
|
7
|
100
|
|
18
|
December 30, 2024
|
7
|
7
|
100
|
|
19
|
March 06, 2025
|
7
|
7
|
100
|
|
20
|
March 07, 2025
|
7
|
7
|
100
|
During the year under review, no. of Committee Meetings held and Members attended:
|
Sr. No.
|
Type of Meeting
|
Date of Meeting
|
Total Number of members as on the date of meeting
|
Attendance
|
|
Number of
members
attended
|
% of
attendance
|
|
1
|
Audit Committee
|
November 22, 2024
|
3
|
3
|
100
|
|
2
|
Audit Committee
|
December 27, 2024
|
3
|
3
|
100
|
|
3
|
Nomination and Remuneration Committee
|
March 06, 2025
|
3
|
3
|
100
|
|
4
|
Stakeholder Relationship Committee
|
March 06, 2025
|
3
|
3
|
100
|
|
5
|
Corporate Social Responsibility Committee
|
March 06, 2025
|
3
|
3
|
100
|
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act, on recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration. This policy, inter alia, provides:
a) The criteria for determining qualifications, positive attributes and independence of directors and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates; and
b) Guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel and other employees.
The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The Nomination and Remuneration Policy is available on the Company's website at www.smartenpowersystems.com.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors of your Company were familiarized with the industry in which your Company operate, the Company's business model and its operations in order to give them an insight into the company s business ana us functioning. ine inaepenaent Directors were also rammarizea witn tneir functioning roles rights and responsibilities as Independent Directors. Details of how the familiarization programmes imparted to Independent Directors is available on the Company's website at www.smartenpowersystems.com.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.
DIRECTOR'S RESPONSIBILITY STATEMENT
As required under Section 134 of the Act, the Directors of the Company state that:
(i) In the preparation of the annual accounts for the year under review, the applicable accounting standards had been followed along with the 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 as on March 31, 2025, and of its profit and loss for the period ended on that date;
(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 Director had prepared the annual accounts for the year under review on a 'going concern' basis;
(v) The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEE, OR INVESTMENTS MADE UNDER SECTION 186 OF THE ACT
Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), the Company has not given any Loans, guarantees and security covered under Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions. All the transactions entered into with the Related Parties during the period under review were on an arm's length basis and were in the ordinary course of business. The Company presented all
Related Party Transactions before the Board specifying the nature, value, and terms and conditions of the transaction.
There have been no materially significant related party transactions with the Company's Promoters, Directors, and others as defined in Section 2(76) of the Act which may have a potential conflict of interest with the Company at large. Disclosure in Form AOC-2 is enclosed herewith as "Annexure - B". Your attention is drawn to the related party disclosure made in the note contained in the financial statements of the Company.
The Company has framed a Policy on the Materiality of Related Party Transactions and on dealing with Related Party Transactions in accordance with the Listing Regulations and the Act as amended from time to time. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties. The policy is available on the website of the Company at www.smartenpowersystems.com .
UNSECURED LOAN FROM THE DIRECTORS
During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed herewith as "Annexure-C".
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives that may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis. The policy is available on the Company's website at www.smartenpowersystems.com
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company discharges its Corporate Social Responsibility obligations through publicly registered Implementing Agencies towards supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of the Company.
The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company at www.smartenpowersystems.com
Further, the Annual Report on CSR activities, for the year under review, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014 is furnished in "Annexure-D."
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL IMPACTING THE GOING CONCERN STATUS & COMPANY'S OPERATION IN FUTURE
During the year under review, the Company has not received any significant orders/ material orders passed by any of the Regulators/ Courts/ Tribunals impacting the going concern status of the Company and its operations in future.
ANNUAL RETURN
The Extract of Annual Return of your Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 available on Company's Weblink at https://smartenpowersystems.in/annual-return/.
COST RECORDS & COST AUDIT
The Company is required to maintain Cost Records as specified by the Central Government as per section 148 applicable to the Company, and the Company has maintained proper records and accounts of the same as required under the act.
The Board, based on the recommendation of the Audit Committee, has appointed M/s. Ajay Kumar Singh & Co, Cost Accountants, (Firm Registration No. 000386) as Cost Auditors for the financial year 2025-26. M/s. Ajay Kumar Singh & Co, Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2025-26.
The remuneration of ^ 1,00,000/- (Rupees One Lakh only) exclusive of taxes and out-of-pocket expenses incurred in connection with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing AGM.
M/s. Ajay Kumar Singh & Co, Cost Accountants, have confirmed that they are not disqualified from being appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility criteria.
The Cost Audit Report issued during the financial year 2024-25 does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act, and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.
For further details on the proposed ratification of remuneration payable to the Cost Auditors, please refer to the Notice of the 11th AGM.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT
The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Particulars of Employees as required under Section 197(12) of the Act and other disclosures as per rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as "Annexure E".
DISCLOSURE REGARDING THE ISSUE OF EMPLOYEE STOCK OPTIONS
Your Company does not have any Employee Stock Option Scheme/ Plan during the year under review. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the Listing Regulations, the Management Discussion & Analysis Report forms part of this Report and is enclosed herewith as "Annexure F".
STATUTORY AUDITORS AND THEIR REPORT
M/s. Mahesh Yadav & Co., Chartered Accountants, Haryana (FRN: 036520N), were appointed as the Statutory Auditor of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of 10th Annual General Meeting till the conclusion of 15th Annual General Meeting of the Company at the Annual General Meeting held on September 18, 2024.
M/s. Mahesh Yadav & Co., Chartered Accountants, Haryana, Statutory Auditor in their report(s) on the Standalone & Consolidated Audited Financial Statements of your Company for the financial year ended March 31, 2025, have not made any qualifications, reservations, adverse remarks or disclaimers and said report forms part of the Annual Report. Further, the notes to the accounts referred to in the Auditor's Report are self-explanatory.
CORPORATE GOVERNANCE
As the Company was not listed on any stock exchange as on 31st March, 2025, the provisions relating to Corporate Governance were not applicable.
VIGIL MECHANISM /WHISTLE BLOWER POLICY:
The requirement to establish a Vigil Mechanism under Section 177 of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and under Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was not applicable to the Company as on 31st March, 2025.
SECRETARIAL AUDITOR AND THEIR REPORT
The Company do not require to appoint Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013.
INTERNAL AUDITOR AND THEIR REPORT
The Company do not require to appoint Internal Auditor Pursuant to the provisions of Section 138 of the Companies Act, 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company is committed to provide a conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a "Policy for prevention of Sexual Harassment at workplace" and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy adopted by the Company for the prevention of sexual harassment is available on the Company's Website at www.smartenpowersystems.com.
(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
INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS
Your Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including adherence to the Company's policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the year under review. There were no instances of fraud that necessitates reporting of material misstatements to the Company's operations.
REPORTING OF FRAUDS
During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.
REGISTRAR AND SHARE TRANSFER AGENT
During the year under review, Maashitla Securities Private Limited was the Registrar and Transfer Agent of the Company.
DETAILS AND STATUS OF ACQUISITION, MERGER AND MODERNIZATION AND DIVERSIFICATION
During the financial year 2024-25, no acquisitions, Merger, modernizations, and Diversification have taken place in your Company.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.
Male Employees: 233 Female Employees: 14 Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.
DOWNSTREAM INVESTMENT
The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN THE 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 THEREOF
During financial year 2024-25, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.
OTHER STATUTORY DISCLOSURES
• The Standalone Financial Statements of the Company are placed on the Company's website at www.smartenpowersystems.com.
• Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:
|
if employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees
|
Nil
|
|
If employee for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month
|
Nil
|
|
if employee throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company
|
Nil
|
• The Company has not defaulted in repayment of loans from banks and financial institutions and interest therein.
• Your Company has complied with Maternity Benefits Act, 1961.
• Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.
ACKNOWLEDGEMENT
Your Directors take this opportunity to offer their sincere thanks to the Shareholders, regulatory authorities, including the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India, and other Regulatory Authorities, the Depositories, the NSE Limited, Bankers, Financial Institutions, and Customers of the Company for their continued support and trust. Your Directors also like to express their sincere appreciation for the commitment, dedication, and hard work done by the employees of the Company.
By the Orders of the Board of Directors For Smarten Power Systems Limited
(Formerly known as Smarten Power Systems Private Limited)
Sd/- Sd/-
Ravi Dutt Rajnish Sharma
Whole-time Director Whole-time Director
DIN:06813116 DIN:06813014
Place: Gurgoan Place: Gurgoan
Date: September 04, 2025 Date: September 04, 2025
|