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Caspian Corporate Services Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 10.41 Cr. P/BV 0.26 Book Value (Rs.) 32.23
52 Week High/Low (Rs.) 12/6 FV/ML 10/1 P/E(X) 4.01
Bookclosure 29/12/2025 EPS (Rs.) 2.05 Div Yield (%) 6.08
Year End :2025-03 

Your Directors feel great pleasure in presenting 14th Annual Report on the business and operations of
the Company together with the Audited Financial Statements for the financial year ended 31st March,
2025.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lakhs)

S. N.

PARTICULARS

STANDALONE

CONSOLIDATED

CURRENTYEAR
ENDED 31ST
MARCH, 2025

PREVIOUS YEAR
ENDED 31ST
MARCH, 2024

CURRENTYEAR
ENDED 31ST
MARCH, 2025

01.

Total Revenue (Net)

193.85

186.63

8565.03

02.

Other Income

84.40

39.02

1001.25

03.

Total Income

278.25

225.64

9566.28

04.

Profit before Depreciation
& Amortization Expenses,
Finance Cost and Tax

81.87

84.65

756.84

05.

Less : Depreciation and
Amortization Expenses

0.03

-

110.89

06.

Finance Cost

-

-

-

07.

Profit before Tax

81.84

84.65

403.52

08.

Less: Provision for Tax

6.21

20.20

144.21

09.

MAT Credit Entitlement

-

-

-

10.

Profit after Tax

75.62

64.46

259.30

11.

Less :Prior period Tax
Adjustment

-

-

-

12.

Profit for the year

75.62

64.46

a //? A //& S’ /?

259.30

01.

Earnings per share (Basic)

0.06

0.05

0.20

02.

Earnings per share (Diluted)

0.06

0.05

0.20

2. REVIEW OF OPERATIONS
STANDALONE BASIS:

During the year under review, Company's revenue from operations stood at Rs. 1,93,85,000/- compared
to Rs. 1,86,63,000/- in the previous year. The operating profit before tax stood at Rs. 81,84,000/- as
against Rs. 84,65,000/- in the Previous Year. The Net Profit for the year stood at Rs. 75,62,000/- as
against Rs. 64,46,000/- reported in the Previous Year.

CONSOLIDATED BASIS:

During the year under review, Company's revenue from operations on consolidated basis stood at Rs.
85,65,03,000/- during the year under review. The operating profit before tax on consolidated basis
stood at Rs. 4,03,52,000/- during the year under review. The net profit for the year on a consolidated
basis stood at Rs. 2,59,30,000/- during the year under review.

3. DIVIDEND

During the FY 2024-25, the Board of Directors on receipt of requisite approval from shareholders of the
Company in the 13th AGM held on 30th September, 2024, had declared dividend at rate of 5% {i.e. Rs.
0.05/- per equity share having face value of Rs. 1/- (Rupee One Only) each as a final dividend for the
financial year ended 31st March, 2024.

4. TRANSFER TO IEPF

During the FY 2024-25, Pursuant to the applicable provisions of the Companies Act, 2013, read with
the IEPF Authority (Accounting, Audit, Tranfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid
or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the
Government of India, after completion of 7 (Seven) years. Further, according to the IEPF Rules, the
shares on which dividend has not paid or claimed by the shareholders for 7 (Seven) consecutive years
or more shall also be transferred to the demat account of IEPF Authority.

However, Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (Seven)
years in Unpaid Dividend Account. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).

5. RESERVES

No transfers to reserves were made, as no appropriations were required to be made during the financial
year under review.

6. SHARE CAPITAL OF THE COMPANY

There was following change in share capital of the Company during the year 2024-25.

The Company has increased its authorized share capital from Rs. 4,51,00,000/- (Rupees Four Crore Fifty
One Lakh Only) divided into 4,51,00,000 Equity Shares of Rs. 1/- each to Rs. 13,00,00,000/- (Thirteen
Crore Only) divided into 13,00,00,000 Equity shares of Rs. 1/- each at the Extra-ordinary General
Meeting held on 29th July, 2024.

The Company has issued 8,44,00,000 Bonus Equity Shares of Rs. 1/- each on 12th August, 2024.
Trading approval of 8,44,00,000 Bonus Equity Shares of Rs. 1/- each was received on 30th August, 2024
in which BSE has permitted to trade on the exchange with effect from Monday, September 2, 2024.

The paid up equity share capital of the Company as on 31st March, 2025 is Rs. 12,66,00,000/- (Rupees
Twelve Crore Sixty Six Lakhs only) divided into 12,66,00,000 Equity shares of the face value of Re. 1/-
(Rupee One) each. The said shares are listed on BSE Limited.

7. DEMATERIALISATION OF EQUITY SHARES:

As per direction of SEBI and Bombay Stock Exchange Limited, the shares of the Company are under
compulsory Demat form. The Company has established connectivity with both the Depositories i.e.
National Securities Depository Limited and Central Depository Services (India) Limited and the Demat
activation number allotted to the Company is ISIN: INE176N01021. Presently shares are held in
electronic and physical mode (99.99% of shares in Demat, 0.01% in physical mode).

8. CHANGE IN MANAGEMENT AND CONTROL

During the financial year 2024-25 as well as till the date of this report, there was following changes in the
board of directors of the company.

Ms. Hetal Harshal Somani, Independent Director of the Company has tendered her resignation from the
position of Directorship vide her letter dated 28th January, 2025.

Accordingly, the changes and revised structure of Board of Directors is as follows:

SR

NO.

NAME OF THE
DIRECTORS

DESIGNATION

DIN

STATUS

1.

SUKUMAR REDDY
GARLAPATHI

Managing Director

00966068

Promoter/

Chairman

2.

SAMPATH RAO NEMMANI

Executive Director

07999868

Non-Promoter

3.

PRATIK SURENDRAKUMAR
SHAH

Non-Executive

08233777

Independent
Director
a

4.

NIDHI JAIN

Non-Executive

09184058

Independent

Director

9. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under
Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') and as
approved by the Board of Directors, is provided in a separate section and forms an integral part of this
Report and is appended as Annexure - I to this report.

10. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule-V of Listing Regulations, Separate report on Corporate
Governance forms an integral part of the Integrated Annual Report. The Report on Corporate
Governance also contains certain disclosures required under the Companies Act, 2013. A certificate
from Practicing Company Secretary confirming compliance with corporate governance norms, as
stipulated under clause E of Schedule V of the Listing Regulations, is annexed as Annexure - VII to the
Corporate Governance Report of Board Report.

11. ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the
provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules
2014, the web link of the same is at
www.caspianservices.in

12. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section
73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

13. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act,
2013:

a. That in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

b. That 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. That the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts have been prepared on a going concern basis;

e. That 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

applicable laws and that such systems were adequate and operating effectively.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING /
OUTGO:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo for the year under review are as follows:

Conservation of Energy

Steps taken or impact on conservation of energy - The Operations of the Company do not consume
energy intensively. However, Company continues to implement prudent practices for saving electricity
and other energy resources in day-to-day activities.

Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken
by the Company are not energy intensive, the Company shall explore alternative sources of energy, as
and when the necessity arises.

Technology Absorption

The efforts made towards technology absorption - The Company continues to take prudential measures
in respect of technology absorption, adaptation and take innovative steps to use the scarce resources
effectively.

In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) -
Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are:

PARTICULARS

YEAR ENDED 31st MARCH, 2025

YEAR ENDED 31st MARCH, 2024

FOREIGN EXCHANGE
EARNING

Nil

Nil

FOREIGN EXCHANGE
OUTGO

Nil

Nil

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee was in receipt of remuneration exceeding the limits as
prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the remuneration of Directors and employees as required
under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure - III to this
Report.

16. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended

The company has a wholly owned subsidiary namely; Sumathi Corporate Services Private Limited
(SCSPL) w.e.f. 16th March, 2023 and as such acquisition was made in the financial year 2022-23;
Accordingly, financial statements are prepared on a consolidated basis (i.e. including the financials of its
subsidiary and associate companies.)

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet with the criteria of independence as prescribed under section 149(6) of the Companies
Act, 2013 and Regulation 16 (1)(b) of Securities and Exchange Board of the India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under Section 164 and other applicable
provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified
under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015.

Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience
(including the proficiency) of the Independent Directors appointed during the year:

The Board of Directors have evaluated the Independent Directors appointed during the year 2024¬
25 and opined that the integrity, expertise and experience (including proficiency) of the Independent
Directors is satisfactory.

(I) APPOINTMENT & RESIGNATION OF DIRECTORS

During the financial year 2024-25, there was following changes in the board of directors of the company.
Ms. Hetal Harshal Somani, Independent Director of the Company has tendered her resignation from the
position of Directorship vide her letter dated 28th January, 2025.

Accordingly, at present, the structure of Board of Directors is as follows:

SR. NO.

DESIGNATION

NAME OF DIRECTORS

1

Executive Director

Mr. Sampath Rao Nemmani

2

Independent Director
(Non-Executive)

Mr. Pratik Surendrakumar Shah

3

Independent Director
(Non-Executive)

Ms. Nidhi Jain

4

Managing Director

Mr. Sukumar Reddy Garlapathi

(II) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr.
Sampath Rao Nemmani, Director of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re¬
appointment.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re-
appointed are given in the Notice convening 14th Annual General Meeting of the Company.

(III) KEY MANAGERIAL PERSONNEL

During the year under review, there were following changes in the Key Managerial Personnel of the
company.

Ms. Hema Advani, Company Secretary and Compliance Officer (Key Managerial Personnel) of the
Company has tendered her resignation from the position of Company Secretary & Compliance Officer
(Key Managerial Personnel) of the Company vide her letter dated 24th June, 2024.

Mr. Sarfraz Taherbhai Mulla was appointed as Company Secretary and Compliance Officer (Key
Managerial Personnel) of the Company at the board meeting held on 26th July, 2024.

2. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy
apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is
informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful
participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all the Directors of the
Company. The agenda of the Board/Committee meetings is circulated not less than 7 days prior to the
date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the
items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, 07 (Seven) Board Meetings were convened and the intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.

NAME OF DIRECTOR

CATEGORY

MEETINGS

HELD

DURING

YEAR

MEETINGS

ATTENDED

Mr. Sukumar Reddy
Garlapathi

Managing Director

7

7

Mr. Sampath Rao
Nemmani

Executive Director

7

7 _

Mr. Pratik Surendrakumar
Shah

Independent Director

5

5

Ms. Nidhi Jain

Independent Director

5

5

Mrs. Hetal Harshal
Somani

Independent Director

5

5

3. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held on 10th November, 2024 to
review, among other things, the performance of non-independent directors and the Board as whole,
evaluation of the performance of the Chairman and the flow of communication between the Board and
the management of the Company.

4. COMMITTEES OF THE BOARD

The Company's Board has the following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

(I) AUDIT COMMITTEE:

During the year under review, the audit committee comprises of Mr. Pratik Surendrakumar Shah as
chairman, Ms. Nidhi Jain and Mr. Sukumar Reddy Garlapathi as members of the Audit committee.

Moreover, during the financial year 2024-2025, 06 (Six) meetings of Audit Committee were held on 30th
May, 2024; 03rd July, 2024; 13th August, 2024; 04th September, 2024, 14th November, 2024; and 14th
February, 2025.

The below table highlights the composition and attendance of the Members of the Committee. The
requisite quorum was present at all the Meetings.

NAME OF
MEMBERS

DESIGNATION

EXPERTISE

TERMS OF
REFERENCE &
FUNCTIONS OF THE
COMMITTEE

MEETINGS

ATTENDED

Mr. Pratik

Surendrakumar

Shah

Chairman

Majority members are
Non-executive.
Chairman is
Independent Director
and majority is
independent. One
member has thorough
financial and
accounting knowledge.

The functions of the
Audit Committee are as
per Company Law and
Listing Regulations
prescribed by SEBI
which include
approving and
implementing the audit
procedures, review of
financial reporting
system, internal
control procedures and
risk management
policies.

6

Ms. Nidhi Jain

Member

6

Mr. Sukumar
Reddy Garlapathi

Member

6

The Company Secretary has acted as the Secretary to the Committee.

The Committee is empowered with the role and powers as prescribed under Regulation 18 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 177 of the Companies Act, 2013. The Committee also acts in terms of reference and
directions of the Board from time to time.

The Committee acts as a link between the management, external and internal auditors and the Board of
Directors of the Company.

(II) NOMINATION AND REMUNERATION COMMITTEE

During the year under review, the Nomination and Remuneration Committee comprises of Ms. Nidhi
Jain as a Chairperson, Mr. Sukumar Reddy Garlapati and Mr. Pratik Surendrakumar Shah as members of
the Nomination and Remuneration committee.

Moreover, during the financial year 2024-2025, 05 (Five) meeting of Nomination and Remuneration
Committee were held on 30th May, 2024; 26th July, 2024; 13th August, 2024, 14th November, 2024; and
14th February, 2025.

The below table highlights the composition and attendance of members of the Committee. The requisite
quorum was present at the Meeting.

NAME OF
MEMBERS

DESIGNATION

FUNCTIONS OF THE COMMITTEE

MEETINGS

ATTENDED

Mr. Sukumar Reddy
Garlapati

Member

All members are Non-executive.

5

Mr. Pratik

Surendrakumar

Shah

Member

The Committee is vested with the
responsibilities to function as per
SEBI Guidelines and recommends
to the Board Compensation
Package for the Managing Director.
It also reviews from time to time
the overall Compensation
structure and related policies with
a view to attract, motivate and
retain employees.

5

Ms. Nidhi Jain

Chairman

5

The Company Secretary has acted as the Secretary to the Committee.

The Committee is empowered with the role and powers as prescribed under Regulation 19 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, Section 178 of the Companies Act, 2013 and Nomination & Remuneration Policy of the Company.
The Committee also acts in terms of reference and directions of the Board from time-to-time.

The Board of Directors has framed “Remuneration and Nomination Policy” which lays down a
framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company. This policy also lays down criteria for selection and appointment of Board Members.
The said Policy is annexed herewith as Annexure - II to this report.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review, the Stakeholders Relationship Committee comprises of Ms. Nidhi Jain, as
a Chairperson; Mr. Pratik Surendrakumar Shah and Mr. Sukumar Reddy Garlapati as members of the
Stakeholders Relationship committee.

Moreover, during the financial year 2024-2025, 04 (Four) meetings of Stakeholders Relationship
Committee were held on 30th May, 2024; 13th August, 2024; 14th November, 2024; and 14th February,
2025.

The below table highlights the composition and attendance of the members of the Committee. The
requisite quorum was present at the Meeting.

NAME OF MEMBERS

DESIGNATION

MEETINGS ATTENDED

Ms. Nidhi Jain

Chairman

4

Mr. Pratik Surendrakumar Shah

Member

4

Mr. Sukumar Reddy Garlapathi

Member

4

The Company Secretary has acted as the Secretary to the Committee.

The SRC Committee deals with stakeholder relations and redressal of investors' complaints pertaining
to share transfer, non-receipt of annual reports, dividend payments, issue of duplicate share certificate,
transmission of shares and other miscellaneous complaints. In accordance with Regulation 6 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has authorized the
Company's Registrar and Transfer Agent (RTA) PURVA SHAREGISTRY (INDIA) PVT. LTD. to approve the
share transfers / transmissions and to comply with other formalities in relation thereto in coordination
with the Compliance Officer of the Company. All the investors' complaints, which cannot be settled at the
level RTA and the Compliance Officer, will be placed before the Committee for final settlement.

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share
Transfer Agent during the year 2024-25 are as under:

NATURE OF COMPLAINTS

OPENING AT THE
BEGINNING
OF YEAR

RECEIVED
DURING THE
YEAR

REDRESSED

PENDING AT
THE END OF
YEAR

Non-receipt of Share
Certificate

Nil

Nil

--

Nil

Non-receipt of Dividend/
Interest/ Redemption
Warrant

Nil

Nil

--

Nil

Non-receipt of Annual
Report

Nil

Nil

--

Nil

Others

Nil

Nil

--

Nil

Total

Nil

Nil

--

Nil

19. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was
prepared after taking into consideration the various aspects of the Board's functioning, composition of
the Board and its Committees, culture, execution and performance of specific duties, obligations and
governance. The performance evaluation of the Directors was completed during the year under review.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction
with the evaluation process.

20. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for
new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the
Company culture, through appropriate training programmes. Such kind of training programmes helps
develop relationship of the directors with the Company and familiarize them with Company processes.
The management provides such information and training either at the meeting of Board of Directors or
at other places.

The induction process is designed to:

• build an understanding of the Company's processes and

• fully equip Directors to perform their role on the Board effectively.

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of
appointment, duties, responsibilities and expectations from them.

21. DETAILS OF FRAUD REPORT BY AUDITOR:

As per the statutory auditors' report, no frauds u/s 143 (12) were reported for F.Y. 2024-25.

22. AUDITORS

(I) STATUTORY AUDITORS:

M/s MAAK & Associates, Chartered Accountants, Ahmedabad (FRN: 135024W), were appointed as
Statutory Auditors of the Company for a term of 05 (Five) years from the conclusion of the 10th Annual
General Meeting held on 30th September, 2021 till the conclusion of the 15th Annual General Meeting.

Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for
any further comments. The Auditor's Report does not contain any qualification, reservation or adverse
remark.

(II) INTERNAL AUDITORS:

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules,
2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. Shah Sanghvi
& Associates and Company, Chartered Accountants as an Internal Auditor of Company. The Internal
Auditors submit their reports on quarterly basis to the Audit Committee.

Based on the report of internal audit function undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board. 0

(III) SECRETARIAL AUDITORS:

a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms.
Shalini Pandey, Practicing Company Secretary and Proprietor of M/s. Shalini Pandey & Associates, to
conduct Secretarial Audit of the company for the financial year ended on 31st March, 2025

b) Secretarial Audit Report issued by M/s. Shalini Pandey & Associates, Company Secretaries in Form
MR- 3 is annexed herewith as Annexure IV and forms an integral part of this Report.

The explanations / comments made by the Board relating to the qualifications, reservations or adverse
remarks made by the Secretarial Auditors as follows:

Sr.

No.

Qualifications, Reservations, or adverse
remarks by the Secretarial Auditors

Management Reply

01.

The Company was not in compliance with
informed the stock exchange about the Corporate
Guarantee on behalf of the wholly owned
subsidiary company and resignation of
Independent Director within 24 hours as per
Regulation 30 of Securities and Exchange Board of
India (Listing Obligation And Disclosure
Requirements) Regulation, 2015.

The Company has made compliance of
the same in delay manner and has
taken due action in order to ensure
timely compliance in future too.

02.

The Company had not appointed at least one
independent director on the board of directors of
an unlisted material subsidiary i.e Sumathi
Corporate Services Private Limited as per
Regulation 24 of Securities and Exchange Board of
India (Listing Obligation And Disclosure
Requirements) Regulation, 2015

The Company is looking for suitable
candidate to be appointed as
Independent Director on its Board as
well as on the Board of its material
subsidiaries. The management had
given assurance to comply with “
regulation.

(IV) MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to
maintain Cost Records under said Rules.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has in place Internal Financial Control system, commensurate with size & complexity of its
operations to ensure proper recording of financial and operational information & compliance of various
internal controls & other regulatory & statutory compliances. During the year under review, no
material or serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.

Internal Auditors' comprising of professional Chartered Accountants monitor & evaluate the efficacy
of Internal Financial Control system in the company, its compliance with operating system,
accounting procedures & policies at all the locations of the company. The Audit Committee of the
Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are presented to the
Audit Committee of the Board.

24. REMUNERATION / COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY:

During the year under review, none of the companies have transitioned to or from being our
Company's holding company, accordingly, there is no point for remuneration drawn from holding
company.

Further during the year under review, no director has drawn remuneration or commission from any
of its subsidiary company.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2025 as
stipulated under Regulation 34 of the Listing Regulations is not applicable to the Company.

26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES:

As the Company is not having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees
One Thousand Crores or more or a Net Profit of Rupees Five Crores or more during any financial year,

The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013
with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as
required under the said Section.

27. INSURANCE

All the insurable interests of your company including properties, equipments, stocks etc., are
adequately insured.

28. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Your Company has one Wholly Owned Subsidiary named Sumathi Corporate Services Private Limited
but does not have any Joint Venture or Associate Companies. The Report on the performance and
financial position of subsidiary in Form AOC-1 pursuant to first proviso to Sub-section (3) of Section 129
of the Act and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure - V.

29. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm's length
basis, in the ordinary course of business and were in compliance with the applicable provisions of the
Act and the Listing Regulations.

There were no materially significant Related Party Transactions made by the Company with Promoters,
Directors, Key Managerial Personnel which may have a potential conflict with the interest of the
Company at large. All Related Party Transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in
nature.

A statement of all Related Party Transactions is placed before the Audit Committee for its review on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any. The
Company has adopted a Related Party Transactions Policy.

The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - 'AOC-2'- Annexure VI.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The particulars of loans, guarantees and investments, if any taken or given, have been disclosed in the
financial Statement for the F.Y. 2024-25.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There were no material changes and commitments affecting the financial position of the Company
between the end of the financial year of the Company to which the financial statements relate and the
date of the report.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism /
Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behavior in all its business activities and has adopted a mechanism of
reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees
are free to report violations of laws, rules, regulations or unethical conduct to their immediate
supervisor or such other person as may be notified by the management to the employees / workers. The
mechanism also provides for adequate safeguards against victimization of directors and employees
who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee
in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not
subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was
brought to the notice of the Management or Audit Committee during the year ended 31st March, 2024.
We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit
Committee.

33. RISK MANAGEMENT POLICY

Your Company has an elaborated Risk Management procedure and adopted systematic approach to
mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your
Company believes that this would ensure mitigating steps proactively and help to achieve stated
objectives. The entity's objectives can be viewed in the context of four categories Strategic, Operations,
Reporting and Compliance. The Risk Management process of the Company focuses on three elements,
viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and
approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the
risk that the organization faces. The key risks and mitigating actions are also placed before the Audit
Committee of the Company. Significant audit observations and follow up actions thereon are reported to
the Audit Committee. The Committee reviews adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of audit recommendations, including those
relating to strengthening of the Company's risk management policies and systems.

34. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees.
Further company ensures that every women employee is treated with dignity and respect.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

During the financial year under review, the Company has complied with all the provisions of the POSH
Act and the rules framed thereunder. Further details are as follows:

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

35. Details of Application made or proceeding pending under Insolvency And Bankruptcy Code
2016

During the year under the review, there were no applications made or proceedings pending in the name
of the company under the insolvency and bankruptcy code, 2016.

36. Details of Difference between valuation amount on one time settlement and valuation while
availing loan from banks and financial institutions.

During the year under the review, there has been no one time settlement of loans taken from banks and
financial institutions.

37. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

38. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Company operations in future.

4. During the year under review, there were no instances of non-exercising of voting rights in respect
of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. The Company has not issued any equity shares during the year under review and hence no
information as per provisions of Section 62(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014 is furnished.

39. ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the
commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to
express their grateful appreciation for the encouragement, cooperation and support received by the
Company from the local authorities, bankers, clients, suppliers and business associates. The directors
are thankful to the esteemed shareholders for their continued support and the confidence reposed in
the Company and its management.

r

For and on behalf of CASPIAN CORPORATE SERVICES LIMITED
(Formerly known as Intellivate Capital Advisors Limited)

Place: Telangana
Date: 23/08/2025

SD/- SD/-

SUKUMAR REDDYGARLAPATHI SAMPATH RAO NEMMANI

MANAGING DIRECTOR DIRECTOR

DIN: 00966068 DIN:07999868


 
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