Your Board of Directors have pleasure in presenting herewith the 36th Annual Report on the
business and operations of the Company along with the Audited Financial Statements for the
financial year ended on 31st March 2025.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:
The highlights of Financial Results of the Company for the financial year ended 31 March,
(Amount in thousands)
|
Particulars
|
Year ended
31st March,
2025
|
Year ended
31st March,
2024
|
|
Revenue
|
-
|
-
|
|
Other Income
|
44,742.74
|
35,114
|
|
Total Income
|
44,742.74
|
35,114
|
|
Operating Expenses
|
2684.86
|
2584.41
|
|
Finance cost
|
26,930.04
|
24,866.89
|
|
Depreciation
|
3.27
|
21.88
|
|
Total Expense
|
29,618.17
|
27,474.18
|
|
Profit / (Loss) before Tax
|
15,124.57
|
7,639.82
|
|
Exceptional items and Tax
expenses
|
-
|
5,000.00
|
|
Profit / (Loss) after Taxation
|
14,269.63
|
2,139.46
|
|
EPS (Earnings Per Share)
(Basic and diluted)
|
2.29
|
0.34
|
2. OPERATIONS AND FUTURE PLANS:
During the year under review, the Company did not carry out any major activities in either of
its business segments or in financing transactions. The Company reported a post-tax profit
of Rs. 14,269.63 (Amount in thousands), as compared to a post-tax profit of Rs. 2,139.47
(Amount in thousands) in the previous financial year.
3. DIVIDEND:
Your Directors do not propose any dividend for the Financial Year ended 31st March, 2025.
4. RESERVES:
The Board of Directors of your Company has decided not to transfer any amount to the
Reserves for the year under review.
5. CAPITAL EXPENDITURE:
The Company has not made any Capital Expenditure during the year under review.
6. CHANGE IN NATURE OF BUSINESS:
No change in nature of business during the year.
7. EMPLOYEE’S STOCK OPTION SCHEME:
The Company has not granted any Employee Stock Option within the meaning of Section
62(1)(b) of the Companies Act, 2013 read with its rules framed thereunder and respective
SEBI Guidelines.
8. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:
There are no Subsidiary, joint venture or associate Companies during the year.
9. CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by SEBI LODR Regulations, 2015, Consolidated Financial Statements of the
Company and its Subsidiary Companies are not required to be prepared. In absence of any
Subsidiary Company, only Stand-Alone Accounts are prepared.
10. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(5) of the Companies Act, 2013, with
respect to Directors’ Responsibility Statement, it is hereby confirmed that:-
• In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures.
• The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the statement of affairs of the
Company as at March 31, 2025 and of the Profit or Loss of the Company
for the year ended on that date.
• 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.
• The Directors have prepared the annual accounts of the Company on a
going concern basis.
• The directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.
• The directors have devised proper systems to ensure compliance with the
provisions of allapplicable laws and that such systems were adequate and
operating effectively.
11. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:
A report as stipulated under SEBI Listing Obligations and Disclosure Requirements (LODR)
Regulations, 2015 is given in Corp. Governance Report and forms part of the Annual Report.
12. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER
SUB-SECTION (6) OF SECTION 149;
Your Company has received Declaration from Independent Directors of the Company
pursuant to the compliances of section 149(6) of the Companies Act, 2013. In the opinion of
Board, they are persons of integrity, expertise, experience and have complied with Code of
Conduct during the year.
13. CORPORATE GOVERNANCE:
The Company has taken necessary measures to comply with the newly introduced SEBI
Listing Obligations and Disclosure Requirements, 2015 (LODR Regulations, 2015 ) i.e. A
separate report on Corporate Governance for the year ended on 31st March, 2025 is
attached herewith as a part of this Annual Report. A certificate from Practicing Company
Secretary regarding compliance of Corporate Governance as stipulated under the SEBI
LODR Regulations, 2015 is obtained by the Company and annexed to the Corporate
Governance Report.
14. BOARD AND COMMITTEES MEETINGS:
The details of Board and various Committees and details of their Meetings held under the
period under review are given in the report on Corporate Governance, which forms part of
this Report. The maximum time-gap between any two consecutive Board Meetings did not
exceed limits as statutorily specified.
15. POLICY ON NOMINATION AND REMUNERATION:
The policy on Nomination and Remuneration is given in the report on Corporate
Governance, which forms part of this Report.
16. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES REFERRED IN SUB-SECTION (1) OF SECTION 188:
All contracts / arrangements / transactions entered by the Company during the Financial
Year with related parties were in the ordinary course of business and on an arm’s length
basis. During the year, the Company had not entered into any contract /
arrangement/transaction with related parties which could be considered material in
accordance with the provisions of the Act.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to Section 135 of the Act, provisions of Corporate Social Responsibility are not
applicable to your Company as your Company has not earned net profit of Rs. 5 crores or
during previous financial year, neither it has the net worth of Rs. 500 crores or more nor the
turnover of the Company was of Rs. 1000 Crores or more for the previous financial year.
18. INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to financial
statements. During the year under reveiw, such controls were tested and no reportable
material weakness in the design or operation was observed.
19. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED
DURING THE YEAR:
During the year, Mr. Sundeep Agarwal (DIN: 03168111) was re-appointed as a Director at
the Annual General Meeting held on 18th September 2024. He was retiring by rotation and,
being eligible, had offered himself for re-appointment.
Subsequently, during the year under review, the following changes took place in the
composition of the Board and Key Managerial Personnel:
• Resignations:
o Ms. Usha Mullaya, Independent Director, resigned with effect from 10th May 2024.
o Ms. Reet Kamal Keswani and Mr. Sundeep Agarwal, Managing Director, resigned
with effect from 27th January 2025.
o Ms. Neha Desai resigned as Company Secretary and Compliance Officer with effect
from 9th October 2024.
• Appointments:
o Based on the recommendation of the Nomination and Remuneration Committee, and
with approval from the Board and Shareholders:
o Ms. Mala Poddar was appointed as an Independent Director with effect from 24th
July 2024.
o Mr. Aditya Soni was appointed as an Independent Director with effect from 11th
February 2025.
o Mr. Kashyap Gandhi was appointed as Managing Director with effect from 27th
January 2025.
Mr. Ramesh Nair continues to serve as the Chief Financial Officer of the Company.
Women Director
The Company’s Board is represented by two Woman Directors, Ms. Mala Poddar and Ms.
Jyoti Laxman Bambade
Composition of the Board / Committees
Board
• Mr. Kashyap Gandhi - Managing Director
• Ms Mala Poddar - Independent Director
• Ms. Jyoti Laxman Bambade - Non Executive Director
• Mr. Aditya Soni- Independent Director
Audit Committee:
• Ms Mala Poddar - Independent Director
• Ms. Jyoti Laxman Bambade - Non Executive Director
• Mr. Aditya Soni- Independent Director
Nomination & Remuneration Committee:
• Ms Mala Poddar - Independent Director
• Ms. Jyoti Laxman Bambade - Non Executive Director
• Mr. Aditya Soni- Independent Director
Stakeholder Grievance Redressal Committee
• Ms Mala Poddar - Independent Director
• Ms. Jyoti Laxman Bambade - Non Executive Director
• Mr. Aditya Soni- Independent Director
Number of Meetings of the Board:
During the financial year 2024-25, regular meetings of the Board were held to ensure
effective governance and timely decision-making.
The Board met Seven times during the year 2024-25 viz 27th May, 2024, 24th July, 2024, 13th
August 2024, 13th November 2024, 27th January 2025, 11th February 2025 and 27th March
2025.
Detailed information regarding the attendance of Directors at these meetings is provided in
the Report on Corporate Governance, which forms part of this Annual Report.
Meeting of Independent Directors
During the year under review, a separate meeting of the Independent Directors of the
Company was held on 28th March, 2025, wherein the performance of the Non-Independent
Directors and the Board as a whole was evaluated.
20. BOARD EVALUATION:
In accordance with the provisions of the Companies Act, 2013 and Regulation 25(4)(a) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the annual
performance evaluation of the Board of Directors and its individual members was conducted.
The evaluation process considered various parameters, including the functioning of the
Board and its Committees, the composition and structure, the performance in execution of
specific duties and obligations, and adherence to governance practices.
The performance evaluation of the Board as a whole was carried out by the Independent
Directors. Additionally, the performance of each Independent Director was evaluated by the
entire Board, excluding the Director being evaluated.
There were no adverse remarks or observations made by any Director during the
performance evaluation process
21. AUDITORS
• STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Piyush J Shah & Co., Chartered
Accountants (Firm Registration No. 121172W), were appointed as the Statutory
Auditors of the Company to hold office from the conclusion of the 35th Annual
General Meeting (AGM) until the conclusion of the 39th AGM.
• AUDITORS’ REPORT AND OBSERVATIONS:
The reports issued by the Statutory Auditors on the financial statements of the Company
for the financial year ended 31st March 2025 form an integral part of this Annual Report.
The Statutory Auditors have not made any qualification, reservation, adverse remark, or
disclaimer in their reports. The Company has provided appropriate and timely responses
to all observations, if any, made by the Statutory Auditors during the course of their audit.
Furthermore, the Auditors have not reported any instance of fraud committed by the
Company or its officers in terms of the second proviso to Section 143(12) of the
Companies Act, 2013.
• INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act and the Companies
(Accounts) Rules, 2014, on the recommendation of the Audit Committee, Mr. Pradeep
Kushwah, Cost & Management Audit (CMA) was appointed by the Board of Directors to
conduct internal audit reviews of the Company.
• SECRETARIAL AUDITOR’S REPORT AND OVSERVATION:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. Pooja Gala & Associates, a firm of Company Secretaries
in Practice to conduct the Secretarial Audit of the Company for the Financial Year 2024¬
25.
The Secretarial Audit Report is annexed and the report does not contain any adverse
qualification, reservation, adverse remark or disclaimer.
22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO:
Provisions of the Companies Act, 2013 for disclosure of information on Conservation of
Energy and Technology Absorption are presently not applicable to the Company. There was
no Foreign Exchange earnings or outgo during the year under review.
23. PARTICULARS OF EMPLOYEES:
There were no employees drawing salaries in excess of limits prescribed under Section
197(12) of The Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 apply.
24. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records and cost audit as per section 148
of the Companies Act, 2013 is not applicable to the Company.
25. DEPOSITS:
The Company has neither invited nor accepted any deposits which would be covered under
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force) during the year under review.
26. MATERIAL CHANGES AND COMMITMENTS IF ANY. AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT:
There were no other material changes and commitments affecting the financial position of
the Company that has occurred between the end of the financial year to which these
financial statements relate and date of the report.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) (POSH) ACT. 2013:
The Company has adopted a Policy for the Prevention of Sexual Harassment at the
Workplace, in line with the provisions of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The policy aims to provide a safe
working environment that is free from discrimination, harassment, and abuse. The Policy
is available on the Company’s website.
As the number of employees in the Company is below the threshold prescribed under the
POSH Act, the constitution of an Internal Complaints Committee (ICC) is not mandatory.
During the financial year under review, no complaint of sexual harassment was received
by the Company.
28. PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS UNDER SECTION
186:
The particulars of loans, guarantees or investments under Section 186 are given in the
Financial Statements (Please refer Notes to the Accounts).
29. SECRETARIAL STANDARDS:
The Company has complied with all the mandatory secretarial standards issued by the
Institute of Companies Secretaries of India.
30. DETAILS OF FRAUD REPORT BY THE AUDITOR UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT;
The Statutory Auditors of the Company have not reported any instances of fraud or
irregularities under provisions of Section 143(12) of the Act, and Rules made there under
in the management of the Company during financial year under review.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATOR OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE.
There are no significant and material orders passed by the regulator or courts or tribunals
impacting the going concern status and Company’s operations.
32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism, in compliance with the provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (formerly under the Listing Agreement). This mechanism also
incorporates a Whistle Blower Policy to enable Directors and employees to report
genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the
Company’s code of conduct.
The Vigil Mechanism provides for adequate safeguards against victimization of individuals
who avail of the mechanism and ensures direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases.
The Whistle Blower Policy is available on the website of the Company at
www.advance.net.in.
33. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN
OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY
THREATEN THE EXISTENCE OF THE COMPANY:
Considering the scale and nature of the Company’s operations, the formation of a formal
Risk Management Committee and the adoption of a dedicated Risk Management Policy
are not mandated under the applicable regulatory framework.
However, the Company follows a proactive and vigilant approach to risk identification,
assessment, and mitigation. Risks are managed through a robust system of internal
controls, ensuring that significant risks—whether operational, financial, or strategic—are
effectively monitored and addressed within the existing governance structure.
34. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) and Section 92 of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, Annual Return of the
Company as at 31st March, 2025 is uploaded on the website of the Company at
www.advance.net.in
35. GENERAL DISCLOSURES:
• The Company is not making any payment of managerial Remuneration as envisaged
undersection 197(12) read with Rule 5 of The Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 except the payment of Fees for attending
Meetings of Board/Committee to Independent Director/S and as such there is nothing to
disclose. In view thereof, there is also nothing to disclose on Ratio of remuneration of
each directorto the median employee’s remuneration and other prescribed details as
required under Section 197(12) of the Companies Act read with Rule 5 of Companies
(Appointment & Remuneration of Managerial Personnel) Rules -2014;
• The Company has not issued any Equity Shares with Differential Rights, Sweat Equity,
ESOS, etc. during the Year under review.
• In terms of the provisions of the Companies Act, 2013 and SEBI LODR Regulations,
2015, all the Committees as per the composition required are in place, to the extent
possible. The Board of Directors have accepted the recommendation, if any, as
received from all the Committees
• During the year under review no application is made or pending in the name of
Company under Insolvency and Bankruptcy Code, 2016.
• During the year there has been no One Time Settlement (OTS) of loans taken from
Bank/Financial Institutions.
36. ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for continuous support and
assistance received by the Company from its stakeholders, Bankers and Financial
Institutions.
The Directors also place on record their appreciation of dedicated and sincere services of
the managerial personnel’s of the Company.
The Company will make every effort to meet the aspirations of its Shareholders and
wish tosincerely thank them for their whole hearted co-operation and support at all
times.
For and on behalf of the Board
Sd/- Sd/-
Kashyap Gandhi Jyoti Laxman Bambade
Managing Director Director
DIN: 02604428 DIN: 07895116
Place: Mumbai
Date: 6th August 2025
| 