Your directors have pleasure in presenting the 27th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2025.
1. FiNANCiAL HiGHLiGHTS:
The following is the highlight of the standalone financial performance of the Company during the financial year under review:
in Thousands)
|
particulars
|
Year ended 31st March, 2025
|
Year ended 31st March, 2024
|
|
Revenue from Operations
|
21,88,235.83
|
15,21,331.91
|
|
Other Income
|
11,943.15
|
13,594.72
|
|
Total income
|
22,00,178.97
|
15,34,926.64
|
|
Total Expenses
|
19,73,335.26
|
13,94,595.52
|
|
Profit/ (Loss) Before Prior Period & Extraordinary items and taxes
|
2,26,843.72
|
1,40,331.12
|
|
Prior Period Expenses
|
2,295.93
|
4,647.03
|
|
Profit/ (Loss) Before Extraordinary items and taxes
|
2,24,547.79
|
1,35,684.09
|
|
Extraordinary Item- Loan written off
|
22,959.29
|
-
|
|
Profit Before Tax
|
2,01,588.50
|
1,35,684.09
|
|
Current Tax
|
59,640.30
|
35,998.77
|
|
Short/(Excess) Provision for earlier year Taxes
|
-
|
-
|
|
Deferred Tax
|
(1,194.44)
|
(2,088.79)
|
|
Profit/(Loss) after Tax
|
1,43,142.64
|
1,01,774.11
|
|
Earnings per share (Basic/Diluted) before Extra-ordinary items
|
8.12
|
5.77
|
|
Earnings per share (Basic/Diluted) after Extra ordinary items
|
9.42
|
5.77
|
2. STATE OF COMPANY'S AFFAiRS:
During the year under review, the Company has achieved/generated a total income of Rs 22,00,178.97 (in thousands) in the financial year 2024-2025 as compared to Rs. 15,34,926.64 (in thousands) in the financial year 2023-2024. The Company has earned a Profit after tax of Rs. 1,43,142.64 (in thousands) in the financial year 2024-2025 as compared to Rs. 1,01,774.11 (in thousands) in the financial year 2023-2024.
3. transfer to reserves in terms of section 134 (3) (J) oF The compANIES act, 2013:
The Company has not transferred any amount to General Reserve during the financial year.
4. DiviDEND:
With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare dividend for the current financial year.
5. material changes occurred during THE financial year 2024-2025:
a. coNvERSioN FRoM pRivATE LIMITED To puBLic LIMITED coMpANY:
The Board of Directors of the Company at their meeting held on 23rd July, 2024 has approved the conversion of company from Private Limited to Public Limited Company and the same was approved by shareholders at the Extraordinary General Meeting (EOGM) held on 24th July, 2024.
Pursuant to above Company was changed from "META INFOTECH PRIVATE LIMITED" to "META INFOTECH LIMITED" vide a fresh certificate of incorporation consequent upon conversion from private company to public company dated September 02, 2024 issued by the Registrar of Companies, CPC, bearing CIN U72100MHI998PLCI 17495.
b. MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY:
The Board of Directors of the Company at their meeting held on 23rd August, 2024 has adopted a new set of Memorandum of Association and Articles of Association of the Company and the same was adopted by shareholders at the Extraordinary General Meeting held on 16th September, 2024.
c. CHANGE IN BOARD OF DIRECTORS AND KEY MANGAGERIAL PERSONNEL(KMP):
The Company at the Board Meeting and Extraordinary General Meeting has appointed and regularized the Directors and KMP and noted the resignation of KMP as under:
|
Sr.
No.
|
Name of Directors and
kmp
|
Appointment/ Resignation/ Regularization/ Change in Designation
|
Designation
|
Type of Meeting in which Appointment/ Resignation/ Regularization/ Change in Designation was done
|
Date of Appointment/ Resignation/ Regularization
|
|
a.
|
Mr. Ashish Bakliwal
|
Appointment
|
Director (Independent Non -Executive)
|
Extraordinary General Meeting
|
16/09/2024
|
|
b.
|
Mrs. Anamika Ajmera
|
Appointment
|
Director (Independent Non -Executive)
|
Extraordinary General Meeting
|
16/09/2024
|
|
c.
|
Mr. Praveen
Kumar
Sambarapu
|
Appointment
|
Director (Professional Non -Executive)
|
Extraordinary General Meeting
|
16/09/2024
|
|
d.
|
Mr. Rama Krishna Kishore Achuthani
|
Appointment
|
Director
(Professional
-Executive)
|
Extraordinary General Meeting
|
16/09/2024
|
|
e.
|
Mr. Vineet Kailash Saraf#
|
Appointment
|
Chief Financial Officer
|
Board Meeting
|
27/09/2024
|
|
f.
|
Mrs. Mansi Chintan Sheth
|
Appointment
|
Company
Secretary
|
Board Meeting
|
03/10/2024
|
|
g.
|
Mr. Venu Gopal Peruri
|
Change in Designation
|
Chairman &
Managing
Director
|
Extraordinary General Meeting
|
21/10/2024
|
|
h.
|
Mr. Mohammed
Laeek
Golandaz
|
Change in Designation
|
Whole-time
Director
|
Extraordinary General Meeting
|
21/10/2024
|
|
i.
|
Mr. Rama Krishna Kishore Achuthani
|
Change in Designation
|
Whole-time
Director
|
Extraordinary General Meeting
|
21/10/2024
|
# Mr. Vineet Kailash Saraf has resigned from the position of Chief Financial Officer w.e.f. 31st March, 2025.
d. Approval OF SECTION 180(1)(A), 180(1)(C), 186 OF THE COMpANIES ACT, 2013:
The Board of Directors at their meeting held on 21st October, 2024 and Shareholders at their meeting held on 21st October, 2024 has obtained approval for increasing borrowing powers and inter -corporate loans & investments up to Rs. 100 Crores under Section 186, Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 and the rules made thereunder.
e. iSSUE AND ALLOTMENT OF BONUS SHARES:
The Board of Directors of the Company at their meeting held on 22nd November, 2024 and Extraordinary General Meeting held on 22nd November, 2024 has issue bonus shares to the existing shareholders in the proportion of 22 equity shares for every 1 equity shares held by the shareholders as on the record date on i.e. 22nd November, 2024.
The Board of Directors of the Company at their meeting held on 22nd November, 2024 has allotted the bonus shares to the existing shareholders.
f. APPROVAL OF iNiTiAL PUBLiC OFFER:
The Board of Directors of the Company at their meeting held on 6th December, 2024 and Extraordinary General Meeting held on 6th December, 2024 has approved the issue of initial public offer of 49,80,000 including fresh issue of 12,45,000 equity shares and offer for sale up to 37,35,000 having face value of Rs. 10/- each.
6. MATERiAL cHANGES OccuRRED After FINANcIAL Year 2024-25 Till The Issuance OF ANNuAL REPORT:
a. The Company has appointed Mr. Paresh Sureshchandra Soni as Chief Financial Officer of the Company w.e.f. 1st April, 2025 at the board meeting held on 15th April, 2025;
b. Mr. Vadivelan Sankar Vadivelan resigned as Chief Technical Officer w.e.f. on 2nd June, 2025 and Mr. Gaurav Vinod Sharma was appointed as the Team Lead-Technical w.e.f. 2nd June, 2025 in the category of Senior Managerial Personnel at the board meeting held on 2nd June, 2025.
c. The Company has appointed Mrs. Komal Toshniwal as Company Secretary of the Company w.e.f. 2nd June, 2025 and Mrs. Mansi Sheth resigned as Company Secretary of the Company w.e.f. 2nd June, 2025 at the board meeting held on 2nd June, 2025;
d. The Company approved the financial statements and auditors report for the Financial Year 2024-2025 at the Board meeting held on 13th June, 2025;
e. The Company has appointed M/s. Soni Punit & Associates as Internal Auditor of the company for the Financial Year 2025-2026 at the board meeting held on 13th June, 2025;
f. The Company paid up share capital has increased from Rs. 17,63,64,000/- to Rs. 18,88,14,000/- (Rupees Eighteen Crores Eighty-Eight Lakhs Fourteen Thousand Only) divided into 1,88,81,400 (One Crore Eighty-Eight Lakhs Eighty-One Thousand Four Hundred) Equity Shares of Rs. 10/- each at the board meeting held on 9th July, 2025.
g. Company listed its shares on BSE SME platform on 11th July, 2025.
7. SHARE cApiTAL:
a. AuTHORiSED SHARE cAPiTAL:
The authorized Share Capital of the Company as on 31st March, 2025 was Rs. 25,00,00,000 /- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- each.
The authorized Share Capital of the Company was increased from Rs. 1,00,00,000/- to Rs, 25,00,00,000/- at the Board Meeting and Extraordinary General Meeting held on 23rd August, 2024 and 16th September, 2024.
b. pAiD up SHARE capITAL:
The Paid-up Equity Share Capital of the Company as on 31st March, 2025 was Rs. 17,63,64,000/- (Rupees Seventeen Crores Sixty-Three Lakhs Sixty-Four Thousand Only) divided into 1,76,36,400 (One Crore Seventy-Six Lakhs Thirty-Six Thousand Four Hundred) Equity Shares of Rs. 10/- each.
The Board of Directors of the Company at their meeting held on 22nd November, 2024 and Extraordinary General Meeting held on 22nd November, 2024 has issued bonus shares to the existing shareholders in the proportion of 22 equity shares for every 1 equity shares held by the shareholders as on the record date on i.e. 22nd November, 2024.
The Board of Directors of the Company at their meeting held on 22nd November, 2024 has allotted the bonus shares to the existing shareholders.
8. SPLIT OF SHARE CERTIFICATES ANDTRANSFER OF SHARES:
During the financial year, the Company had split 500 shares held by Mr. Nagesh Peruri at the Board Meeting held on 24th July, 2024. And during the year, transfer of equity shares was approved by the Board for the shares held in by the shareholders in physical/demat mode.
9. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:
The Company does not have any subsidiary/joint venture/associate companies.
However, the Company has two group companies namely M/s Meta Information Systems Private Limited and M/s Niva Technologies Private Limited.
10. directors and key managerial personnel (kmp):
Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Directors in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the Companies Act, 2013. The composition of Board of Directors as on March 31.2025 is as follows:
|
Sr.No.
|
Name of Directors
|
Designation
|
|
1.
|
Mr. Venu Gopal Peruri
|
Managing Director and Chairman
|
|
2.
|
Mr. Mohammed Laeek Golandaz
|
Whole-time Director
|
|
3.
|
Mr. Rama Krishna Kishore Achuthani
|
Whole-time Director
|
|
4.
|
Mr. Praveen Kumar Sambarapu
|
Non-Executive Director
|
|
5.
|
Mr. Ashish Bakliwal
|
Non-Executive and Independent Director
|
|
6.
|
Mrs. Anamika Ajmera
|
Non-Executive and Independent Director
|
|
7.
|
Mr. Vineet Kailash Saraf $$
|
Chief Financial Officer
|
|
8.
|
Mrs. Mansi Sheth ##
|
Company Secretary and Compliance Officer
|
$$ resigned on:_ 31st March, 2025 ## resigned on:_ 2nd June, 2025
• changes in Directors:
a. Mr. Ashish Bakliwal and Mrs. Anamika Ajmera were appointed as Director (Non Executive Independent Director) w.e.f. 16th September, 2024;
b. Mr. Praveen Kumar Sambarapu was appointed as Director (Non-Executive Non Independent Director) w.e.f. 16th September, 2024;
c. Mr. Rama Krishna Kishore Achuthani was appointed as a Director (Professional Executive Director) w.e.f. 16th September, 2024;
d. Mr. Bhaskar Peruri resigned from the post of Directorship of the Company w.e.f. 26th September, 2024;
e. Mr. Venu Gopal Peruri was appointed as Chairman & Managing Director of the Company w.e.f. 21st October, 2024;
f. Mr. Mohammed Laeek Golandaz was appointed as Whole Time Director of the Company w.e.f. 21st October, 2024;
g. Mr. Rama Krishna Kishore Achuthani was appointed as Whole Time Director of the Company w.e.f. 21st October, 2024.
• changes in KMp:
h. Mr. Vineet Kailash Saraf was appointed as Chief Financial Officer of the Company w.e.f. 27th September, 2024 and resigned on 31st March, 2025;
i. Mr. Paresh Sureshchandra Soni was appointed as Chief Financial Officer of the Company w.e.f. 1st April, 2025;
j. Mrs. Mansi Chintan Sheth was appointed as Company Secretary of the Company w.e.f. 3rd October, 2024 and resigned on 2nd June, 2025;
k. Mrs. Komal Toshniwal was appointed as Company Secretary of the Company w.e.f. 2nd June, 2025.
• Changes in SMP:
l. Mr. Vadivelan Sankar Vadivelan was appointed as Chief Technical Officer w.e.f. 9th October, 2024 and resigned on 2nd June, 2025;
m. Mr. Gaurav Vinod Sharma was appointed as the Team Lead-Technical w.e.f. 2nd June, 2025
• Re - Appointment of Directors:
n. Mr. Mohammed Laeek Golandaz, Whole Time Director of the Company retiring by rotation at the ensuing Annual General Meeting, offers himself for re- appointment. The detailed terms of re¬ appointment have been provided as part of the notice.
11. CHANGE iN THE NATURE OF BUSiNESS:
During the year under review, there was no change in the nature of the business of the Company.
However, the company has amended its object clause by addition of a new clause to elaborate the business of the Company at the Extraordinary General Meeting held on 16th September, 2024.
12. PARTiCULARS oF LoANS, GuARANTEES or iNVESTMENTS:
During the year under review, the Company has not given any loan to any person or other body corporate, not given any guarantee or provided any security in connection with a loan to any other body corporate or person and not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate
13. composition of board COMMiTTEES:
The Board of Directors at the meeting held on 23rd September, 2024 has constituted 4 (Four) Committees: namely Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
A) AuDIT coMMITTEE:
The Company has constituted Audit Committee, in alignment with provisions of Section 177 of the Companies Act, 2013 and other applicable provisions and entrusted with the role and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, as amended.
The Committee met Five (5) times during the financial year on 25th September, 2024, 22nd November, 2024, 6th December, 2024, 10th December, 2024 and 5th March, 2025 the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.
The composition of the Audit Committee and the details of meetings attended by its members are given below:
|
Name of the Members
|
category
|
Audit committee Meetings Dates (2024-2025)
|
No.
Meetings Entitled to Attend
|
No. of Meetings Attended
|
|
25th
September,
2024
|
22nd
November,
2024
|
6th
December,
2024
|
10th
December,
2024
|
5th
March,
2025
|
|
Mr. Ashish Bakliwal
|
Chairperson
(Independent
Director)
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
5
|
5
|
|
Mrs.
Anamika
Ajmera
|
Member
(Independent
Director)
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
5
|
5
|
|
Mr. Venu
Gopal
Peruri
|
Member (Chairman & Managing Director)
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
5
|
5
|
B) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility Committee of the Company is constituted in accordance with the section 135 of the Companies Act, 2013 and comprises of three qualified members (i.e. 1 Non¬ Executive Independent Directors and 2 Executive Director).
The CSR Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met once (1) times during the financial year on 18th March, 2025. The necessary quorum was present at the meeting.
The composition of the CSR Committee and the details of meetings attended by its members are given below:
|
Name of the Members
|
Category
|
No. Meetings Entitled to Attend
|
No. of Meetings Attended
|
| |
|
18th March, 2025
|
|
|
|
Mr. Venu Gopal Peruri
|
Chairman
(Chairman & Managing Director)
|
Yes
|
1
|
1
|
|
Mr. Mohammed Laeek Golandaz
|
Member
(Whole-Time Director)
|
Yes
|
1
|
1
|
|
Mr. Ashish Bakliwal
|
Member
(Independent Director)
|
Yes
|
1
|
1
|
C) NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted Nomination & Remuneration Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the responsibility as per terms in line with applicable provisions of the Companies Act, 2013, SEBI Listing Regulations, 2015, as amended and other applicable regulations, if any. Nomination and Remuneration Policy is hosted on the website of the Company i.e. www.metainfotech.com.
Link:https://www.metainfotech.com/wp-content/uploads/2024/11/1.-Nomination-and-
Remuneration-Policy.pdf
The Committee met two (2) during the year on 25th September, 2024 and 21st October, 2024. The necessary quorum was present at the meeting.
The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:
|
Name of the Members
|
Category
|
NRC Meetings Date (2024-2025)
|
No. of Meetings Entitled to Attend
|
No. of Meetings Attended
|
|
25th September, 2024
|
21st October, 2024
|
|
Mr. Ashish Bakliwal
|
Chairperson
(Independent
Director)
|
Yes
|
Yes
|
2
|
2
|
|
Mrs. Anamika Ajmera
|
Member
(Independent
Director)
|
Yes
|
Yes
|
2
|
2
|
|
Mr. Praveen
Kumar
Sambarapu
|
Member
(Non-Executive
Director)
|
Yes
|
Yes
|
2
|
2
|
D) STAKEHOLDER RELATIONSHIP COMMITTEE:
The Company has constituted Stakeholders Relationship Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the roles and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, as amended. The Company has designated the e-mail ID: cs@metainfotech. com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Company's website i.e. www.metainfotech.com.
The Company was not listed on any stock exchange and had less than 1,000 shareholders during the financial year 2024-25. There were no investor complaints pending as on March 31, 2025.
E) INDEPENDENT DIRECTORS MEETING:
Independent Directors met once during the year on 25th March, 2025 and was attended by both Independent Directors.
None of the Non-Executive Independent Directors nor their relatives hold Equity Shares of the Company.
14. WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.
15. declaration given by independent directors:
All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6 (3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director's name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continue to hold the office of an independent director.
None of the directors of your Company are disqualified under the provisions of Section 164 (2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. meeting of the board of directors and shareholders:
The following Meetings of the Board of Directors were held during the financial year 2024-2025:
|
Sr. No.
|
Date of Meeting
|
Board Strength
|
No. of Directors present
|
|
1
|
17.05.2024
|
3
|
2
|
|
2
|
08.07.2024
|
3
|
2
|
|
3
|
15.07.2024
|
3
|
2
|
|
4
|
23.07.2024
|
3
|
2
|
|
5
|
24.07.2024
|
3
|
2
|
|
6
|
31.07.2024
|
3
|
2
|
|
7
|
23.08.2024
|
3
|
2
|
|
8
|
23.09.2024
|
7
|
3
|
|
9
|
27.09.2024
|
6
|
6
|
|
10
|
21.10.2024
|
6
|
3
|
|
Sr. No.
|
Date of meeting
|
Board Strength
|
No. of Directors present
|
|
11
|
22.11.2024
|
6
|
6
|
|
12
|
22.11.2024
|
6
|
6
|
|
13
|
06.12.2024
|
6
|
6
|
|
14
|
10.12.2024
|
6
|
5
|
|
15
|
12.12.2024
|
6
|
6
|
|
16
|
05.03.2025
|
6
|
5
|
The following Meetings of the Shareholders were held during the financial year 2024-2025:
|
Sr. No.
|
particulars
|
Date of meeting
|
No. of members present
|
|
1
|
Extraordinary General Meeting
|
24.07.2024
|
2
|
|
2
|
Extraordinary General Meeting
|
16.09.2024
|
5
|
|
3
|
Annual General Meeting
|
30.09.2024
|
5
|
|
4
|
Extraordinary General Meeting
|
21.10.2024
|
5
|
|
5
|
Extraordinary General Meeting
|
22.11.2024
|
5
|
|
6
|
Extraordinary General Meeting
|
28.11.2024
|
5
|
|
7
|
Extraordinary General Meeting
|
06.12.2024
|
5
|
17. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return in Form MGT-7 as on March 31, 2025 is available on the Company's website at www.metainfotech.com (weblink: https://www.metainfotech.com/wp-content/uploads/2025/09/Annual-Return-2024-25.pdf).
18. INTERNAL FINANCIAL CONTROLS:
Pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has an adequate internal financial control system commensurate with the size of its business operations.
19. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s. R K Jagetiya & co, Chartered Accountants, (FRN 146264W), were appointed as Statutory Auditors of the Company at their 25th Annual General Meeting of the Company held on 30th September, 2023 to hold office for a period of 5 (five) consecutive years commenced from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting of the Company to be held for the financial year 27-28 and will continue to hold office till the year ended 31st March 2028.
The Independent Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
The Auditor's Report doesn't contain any information in relation to fraud.
20. Internal AuDiToR:
As the company was proposed to be listed and therefore to comply the provisions of Section 138 of Companies Act, 2013 and rules made thereunder M/s Sonia Kachhela & Co., Chartered Accountants was appointed as an Internal Auditor of the Company for the FY 2024-25 at the Board meeting held on November 22, 2024.
The Internal Audit Report issued by M/s. Sonia Kachhela & Co., Chartered Accountants, for the financial year 2024-2025 is self explanatory without any audit observation.
21. SECRETARIAL AUDITORS:
During the year, the Company do not require to appoint Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013.
As per the provisions of Reg 15(2) of SEBI (LODR) Regulations, 2015 the company being a SME company is not required to conduct secretarial audit as per Reg 24A of the SEBI (LODR) Regulations, 2015.
However, the Company has appointed Mrs. Riddhi Krunal Shah, Practising Company Secretary (Peer Review No. 2037/2022) as Secretarial Auditors of the Company pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for a term of five years subject to approval of the Members at the ensuing Annual General Meeting.
22. BOARD'S COMMENT ON THE AUDITOR'S REPORT:
a) Statutory Auditor:
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.
b) internal Auditor:
The management has replied on the observations made by the internal auditor. The changes suggested by the internal auditor will be taken care from the current financial year.
23. public DEpOSITS:
The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
24. MAINTENANcE OF cOST REcORDS:
The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.
25. RELATED pARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of Company's business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Related party transactions under Indian Accounting Standard - Ind AS 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as "Annexure A" to this report.
26. conservation OF Energy, TEcHNOLOGY ABSORpTION AND FOREIGN EXcHANGE EARNINGS AND OuTGO:
Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable however same is annexed as "Annexure B."
27. cORpORATE SOcIAL RESpONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in "Annexure - c".
The CSR policy is available on the website of the Company i.e. www.metainfotech.com.
28. BOARD EVALUATION:
During the year, since the Company was an unlisted Public Company having a paid-up share capital less than Rs. 25 crores therefore the provisions of section 134(3) (p) of the Companies Act, 2013 are not applicable to the Company.
29. MANAGERIAL REMUNERATiON:
During the year, there was no employee in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, except Mr. Venu Gopal Peruri, Managing Director, who received remuneration of ?1,08,00,000/- per annum plus perquisites as per the terms of his appointment. The said remuneration was approved by the members at the Extraordinary General Meeting held on October 21, 2024.
The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure D" and forms part of this Report.
30. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company confirm that-
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year and of the profit of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors have prepared the annual accounts on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. vigil mechanism / whistle blower policy:
The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. There were no complaints received during the year 2024-25.
The details of the Policy have been posted on the Company's website www.metainfotech.com.
32. INSIDER TRADING:
As per SEBI (Prohibition of Insider Trading) Regulations, 2018, the Company has adopted Code of Conduct for Fair Disclosures of Un-published Price Sensitive Information and Regulating, Monitoring and Reporting of Trading by Designated Persons to deter the insider trading in the securities of the Company based on the Un-published Price Sensitive Information. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations and has laid down an effective monitory system for the said purposes.
The details of the Code of Conduct have been posted on the Company's website www.metainfotech.com
33. MANAGEMENT DIScuSSioN AND ANALYSIS REpoRT:
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
Management Discussion and Analysis Report is given in 'Annexure - E' to the Directors Report.
34. STATEMENT INDICATING DEVELoPMENT AND IMPLEMENTATioN oF RISK MANAGEMENT PoLICY:
A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non¬ business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
35. COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.
36. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.
Many initiatives have been taken to support business through organizational efficiency; process change support and various employee engagement programs which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.
37. prevention of SEXuAL Harassment at workplace:
The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013).
The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at www.metainfotech.com.
The Company has complied with the provision relating to the constitution of Internal Complaints Committee under POSH, 2013.
The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025:
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particulars
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Number of complaints
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Number of complaints of sexual harassment received in the year
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NIL
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Number of complaints disposed- off during the year
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NIL
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Number of cases pending for more than ninety days
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NIL
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38. DETAILS oF Application / ANY pRocEEDING pENDING uNDER THE Insolvency AND BANKRupTcY coDE, 2016 oR ANY oTHER REGuLAToRY AuTHoRITY:
Neither any application was made nor any proceeding are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
39. 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 THEREoF:
As Company has not done any one-time settlement during the year under review hence no disclosure is required.
40. 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.
41. FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:
During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
42. registrar and Share Transfer agent:
During the year under review, KFIN Technologies Limited was the Registrar and Transfer Agent of the Company.
43. Information TO SHAREHOLDERS:
a) Annual General Meeting - Date, Time, Venue
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Annual General Meeting
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27th Annual General Meeting
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Day & Date
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Monday, 29th September, 2025
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Time
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04:00 p.m. IST
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Venue
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Through Video conferencing
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For details, please refer to the Notice of this AGM.
b) Re - Appointed of Director:
The particulars of directors seeking re-appointment at the ensuing AGM is mentioned as part of the notice of this AGM.
c) Listed on Stock Exchange:
The Company is listed on BSE SME Platform.
d) Stock Code:
BSE Scrip Name: METAINFO
BSE Script Code: 544441
Depository Connectivity: NSDL & CDSL
ISIN Number for equity shares of the Company: INE162901016
e) Dematerialization of Shares:
As on March 31, 2025, 1,76,36,400 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group and Public Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations.
44. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund ("IEPF").
However the company has not declared any dividend in last seven years pursuant to which transferring unclaimed shares / dividend is not applicable to the Company.
45. ACKNOWLEDGEMENT:
The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.
The Directors appreciate & value the contribution made by every member of the company.
For and on Behalf of the Board of Directors of META INFOTECH LIMITED
Venu Gopal Peruri Mohd Laeek Golandaz
Managing Director Whole time Director
DIN:01179369 DIN :07937438
Date: 28.08.2025 Place: Mumbai
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