The Board of Directors of Candour Techtex Limited (the “Company”) are pleased to present the 39th Annual
Report and the Audited Financial Statements of the Company for the financial year ended 31st March 2025
(“financial year under review”).
1. FINANCIAL PERFORMANCE:
The Company’s financial performance for the financial year ended 31st March 2025 as compared to
the previous financial year ended 31st March 2025 is summarized below:
(? In lakhs)
|
Particulars
|
2024-25
|
2023-24
|
|
Income
|
|
|
|
Revenue From Operations
|
18,810.18
|
18,473.41
|
|
Other Income
|
188.27
|
250.04
|
|
Total Income
|
18,998.46
|
18,723.45
|
|
Expenses
|
|
|
|
Operating Cost
|
17,481.66
|
17,592.13
|
|
Employee Benefits Expense
|
465.49
|
542.67
|
|
Finance Costs
|
288.61
|
260.42
|
|
Depreciation and Amortization Expense
|
394.01
|
350.49
|
|
Other Expenses
|
236.55
|
125.96
|
|
Total Expenses
|
18,866.31
|
18,871.66
|
|
Profit before exceptional and extraordinary items and Tax
|
132.14
|
(148.21)
|
|
Exceptional items
|
-
|
-
|
|
Profit/(Loss) before Tax
|
132.14
|
(148.21)
|
|
Provision for Tax
|
64.86
|
42.52
|
|
Profit/(Loss) after Tax
|
67.28
|
105.69
|
|
Total Comprehensive Income for the year
|
64.48
|
(105.36)
|
|
EPS in Rs. (Diluted) face value of Re. 10/- each
|
0.04
|
(0.62)
|
The Company has prepared the Financial Statements in accordance with Indian Accounting Standards (“IND
AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the
Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended
2. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:
During the financial year under review, your Company did not have any subsidiary, associate and joint
venture company.
3. TRANSFER TO RESERVES:
Your Company has not transferred any amount to General Reserve during the financial year under review.
4. OPERATIONS AND FUTURE OUTLOOK:
The details of the operations and Future outlook of the Company has prescribed under the Management
and Discussion Analysis which forms part of this Annual Report.
5. DIVIDEND:
The Board of Directors ("Board") after assessing the performance, capital position, solvency and liquidity
levels of the Company and in order to conserve the resources of Company, your Directors do not recommend
any dividend.
6. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public and as such, no amount on account of principal
or interest on deposits from the public was outstanding as of 31 March, 2025.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies
Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 provided during the
financial year under review has been furnished in Note 4 of the Notes to Accounts which forms part of the
financials of the Company.
The proceeds of investment shall be utilized for general corporate purpose by the recipient.
8. LOANS FROM DIRECTORS OR DIRECTORS’ RELATIVES:
During the financial year under review, the Company has not borrowed any amount(s) from Directors and their
relatives.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The following changes occurred during the Audit
Period under review: -
a) Appointment of Mr. Jayesh Bhanushali DIN (10765301) as an Independent Director of the
Company to hold office for a term of five consecutive years, with effect from 03 September,
2024.
b) Appointment of Mr. Zareer Dinshaw Colabavala DIN (01835112) as an Independent Director of
the Company to hold office for a term of five consecutive years, with effect from 03
September, 2024.
c) Appointment of Ms. Shital Gurav (ACS: A73942), as the Company Secretary and Compliance
Officer (Key Managerial Personnel) of the Company with effect from 22nd May, 2024.
10. MEETINGS OF THE BOARD AND ITS COMMITTEES:
I. Board Meetings:
The Board meets at regular intervals, inter-alia, to discuss and decide on the Company’s performance and
strategies. During the financial year under review, the Board met Eight times on 22nd May, 2024, 30th
May, 2024, 12th August, 2024, 03rd September, 2024, 14th November, 2024, 10th December, 2024, 15th
January, 2025 and 14th February, 2025.
Further details on the Board Meetings are provided in the Corporate Governance Report, which forms
part of this Annual Report.
The intervening gap between the Meetings was within the period prescribed under the Companies Act,
2013.
II. Audit Committee:
The Board of Directors has constituted an Audit Committee with its composition, quorum, powers, role
and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.
Further details on the Audit Committee, its Meetings, composition and attendance are provided in the
Corporate Governance Report, which forms part of this Annual Report.
During the financial year under review, all recommendations made by the Audit Committee were
accepted by the Board.
III. Nomination, Remuneration and Compensation Committee:
The Board of Directors has constituted a Nomination, Remuneration Committee (“NRC”), with its
composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI
Listing Regulations.
The NRC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, and
the same is uploaded on the website of the Company at
https://www.cteil.com/pdf/Nomination%20Remuneration%20Evaluation%20Policy.pdf.
Further, details on the NRC its Meetings, composition and attendance are provided in the Corporate
Governance Report, which forms part of this Annual Report.
Stakeholders Relationship Committee:
The Board of Directors has constituted a Stakeholders Relationship Committee: (“SRC”), with its
composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI
Listing Regulations.
The SRC has formulated a policy on remuneration under the provisions of Section 178 of the Act, and
the same is uploaded on the website of the Company at
https://www.cteil.com/pdf/Composition%20of%20Board%20&%20Committee.pdf
Further, details on the SRC its Meetings, composition and attendance are provided in the Corporate
Governance Report, which forms part of this Annual Report.
11. SECRETARIAL STANDARDS:
The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board
of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017.
The Company is in compliance with the provisions of the same.
12. DISCLOSURE FROM INDEPENDENT DIRECTORS:
All Independent Directors have submitted the declaration of Independence, pursuant to the provisions of
Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the
criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective Independent
judgment and without any external influence. The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience, expertise and hold the highest standards of
integrity.
The Independent Directors have also confirmed their registration with the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs in compliance with requirements of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
13. BOARD EVALUATION:
The evaluation framework for assessing the performance of the Directors of the Company comprises of
contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of
the Company, amongst others.
Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the
Board Performance Evaluation, the Board of Directors have carried out an annual performance evaluation
of the Board as-a-whole, performance of various Committees of the Board, and Individual Directors. A
separate meeting of the Independent Directors was also held during the financial year under review for the
evaluation of the performance of Non-Independent Directors, performance of the Board as-a-whole. The
manner in which the evaluation has been carried out has been set out in the Corporate Governance Report,
which forms part of this Annual Report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo etc. are furnished in Annexure I which forms part of this Report.
15. STATUTORY AUDITORS AND AUDITORS’ REPORT:
In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, M/s Ambavat Jain & Associates, LLP, Chartered Accountants, Firm Registration No.
109681W was appointed as statutory auditors of the Company to hold office for one term of 5 years till the
conclusion of 42nd Annual General Meeting of the Company.
The Auditors have issued their report on the financial statements for the financial year ended March 31,
2025, with an unmodified opinion.
16. REPORTING OF FRAUD
The Auditors have not reported any fraudulent matter under Section 143(12) of the Companies Act, 2013
and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.
17. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N L Bhatia and
Associates, Company Secretaries, to undertake the Secretarial Audit of the Company and to issue Secretarial
Audit Report for the financial year ended on 31st March, 2025.
The Secretarial Audit Report issued by M/s N L Bhatia and Associates for the financial year ended 31st
March, 2025 is set out as “Annexure II” to this Report. The said report does not contain any observation or
qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act,
2013.
18. MAINTENANCE OF COST RECORDS:
The maintenance of cost records as specified by the Central Government under sub section (1) of section
148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not
applicable to the Company.
19. CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable to the Company.
20. RISK MANAGEMENT:
The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and
Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to
top 1000 listed entities. The Company has in a place Business Risk Management framework to identify,
evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse
impact on the business objectives and enhance the Company’s competitive advantage.
There are no risks which in the opinion of the operating management threaten the existence of your Company.
21. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. However, this requires up gradation and improvement under new business environment. The
Company is constantly improving the quality and implementing more internal financial controls. The Internal
Auditor monitors and evaluates operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal auditor, the Audit Committee/ Board initiate corrective action in
respective areas and advise the operating people about the action taken on such report and thereby strengthen
the controls. Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations
and Disclosures Requirements) Regulation, 2015. The policy deals with instance of fraud and
mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance
Report and also posted on the website of the Company.
23. RELATED PARTY TRANSACTIONS:
During the financial year under review, all transactions entered into by the Company with related parties
were in ordinary course of business and at arm’s length basis and were not considered material as per the
provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section
134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not
applicable.
Prior approval of the Audit Committee is obtained for all Related Party Transactions (“RPTs”) which are of
a repetitive nature and entered into in the ordinary course of business and at arm’s length. A statement on
RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a
quarterly basis for review by the Audit Committee.
Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the stock
exchanges on a half-yearly basis and published on the Company’s website at https://www.cteil.com
There were no material transactions entered into with related parties during the period under review, which
may have had any potential conflict with the interests of the Company at large. The details of transactions
with related parties of the Company for the financial year under review, are given in Note No. 46 to the
Financial Statements, which forms part of this Annual Report.
The policy on Related Party Transactions is available on the Company’s website
https://www.cteil.com/pdf/Policv%20on%20dealing%20with%20Related%20Partv%20Transactions.pdf
24. CORPORATE GOVERNANCE
Pursuant to Schedule V of Listing Regulations, Management Discussion and Analysis, Corporate
Governance Report and Certificate issued by Secretarial Auditor regarding compliance of conditions of
Corporate Governance forms part of the Annual Report. A declaration signed by the Managing Director
regarding compliance with the Code of Conduct by the Board Members and Senior Management Personnel
also forms part of the Annual Report. Code of Conduct and various other policies are available on the website
of the Company.
25. ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3)
of the Act for the financial year ended March 31, 2025, will available on the Company’s website at
www.cteil.com
26. PARTICULARS OF EMPLOYEES:
The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them
for their contribution in achieving the overall results during the year.
Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the
Companies Act 2013 and Rule, 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is enclosed as “Annexure III” to this report.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at the workplace. As per the requirement of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the
workplace.
|
number of complaints of sexual harassment received in the year;
|
0
|
|
number of complaints disposed off during the year; and
|
0
|
|
number of cases pending for more than ninety days
|
0
|
28. DIRECTORS’ RESPONSIBILITY STATEMENT:
Based on the framework and testing of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and the
reviews performed by Management and the relevant Board Committees, the Board is of the opinion that the
Company’s internal financial controls were adequate and effective during the financial year 2024-25.
Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of
the business operations, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures;
ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied
their recommendations consistently and made judgements and estimates that are reasonable and prudent
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;
iii. they have taken proper and sufficient care to the best of their knowledge and ability, 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. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and that such internal
financial controls were adequate and operating effectively; and
vi. they have devised a proper system to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNAL
No significant and material orders were passed by the Regulators or the Courts or Tribunals impacting the
going concern status and the Company’s operations in future.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY AFTER THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS
REPORT:
Except as otherwise mentioned in this report, there are no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the Financial year of the
Company to which the Financial Statements relates and the date of this report.
There is no other change in the nature of business during the year under review.
31. COMPLIANCE STATEMENT:
During the year under review, there were no cases where maternity benefit was availed by employees of the
Company.
32. OTHER DISCLOSURE:
• A Business Responsibility and Sustainability Report as required under Regulation 34 of SEBI
(Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the
Company as the same is applicable for top 1000 listed entities based on market capitalization.
• Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and
Disclosures Requirements Regulation, 2015 is not applicable to the Company.
• There were no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or
other Courts as of 31 March, 2025.
• Raising of funds through preferential allotment or qualified institutional placement:
During the year under review, the Company raised funds through a preferential issue as under:
1. Allotment of Convertible Warrants: The Company allotted 12,00,000 convertible warrants at a
price of ^83.70/- (including a premium of ^73.70/-) per share warrant, aggregating to ^10,04,40,000
(Rupees Ten Crores Four Lakhs and Forty Thousand only), on a preferential basis to M/s. Mangal
Keshav Capital Limited, a non-promoter of the Company.
In accordance with the terms of issue, the Company has received 25% of the warrant issue price, i.e.,
^20.925/- per warrant, aggregating to ^2,51,10,000 (Rupees Two Crores Fifty One Lakhs Ten
Thousand only) from the allottee.
2. Allotment of Equity Shares: The Company further allotted 10,19,475 equity shares of face value
?10/- each, fully paid-up, at a price of ^83.70/- (including a premium of ^73.70/-) per share,
aggregating to ^8,53,30,058 (Rupees Eight Crores Fifty Three Lakhs Thirty Thousand and Fifty
Eight only), to the following non-promoter(s):
|
Sr. No.
|
Name of the Allottee
|
Number of shares
|
|
1
|
M/s. Mangal Keshav Capital Limited
|
9,00,000
|
|
2
|
Mrs. Kamlesh Gupta
|
1,19,475
|
• There is no 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.
• During the year, there were no transactions requiring disclosure or reporting in respect of matters
relating to:
a) issue of equity shares with differential voting rights as to dividend, voting or otherwise;
b) issue of shares (including sweat equity shares) to employees of the Company under any
scheme;
c) instance of one-time settlement with any bank or financial institution.
APPRECIATION:
The Directors place on record their appreciation for the exemplary contribution made by the employees of
the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company’s
growth.
The Board would also like to express sincere appreciation for the continued support from Depositories,
Depository Participants, Bankers, Registrars & Transfer Agents, Distributors & Agents, Central and State
Governments and other Regulatory Bodies, business associates & other service providers and the
Shareholders who have always supported and helped the Company to achieve its objectives.
For and on behalf of the Board
Sd/-
Jayesh R. Mehta
Chairman & Managing Director
DIN: 00193029
Place: Mumbai
Date: September 01, 2025
| 