Your Directors feels pleasure to present the 31st Annual Report of the company along with the Audited Financial
Statements for the Financial Year ended March 31, 2025 in terms of the Companies Act, 2013 and rules &
regulations made there under & Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time.
The Financial Statements have been prepared according to the relevant accounting standards as applicable to the
company.
1. FINANCIAL PERFORMANCE
The financial highlights of the financial Year ended on March 31, 2025 are as follows:
|
Sr.
No.
|
Particulars
|
Current Year Ended
March 31, 2025
|
Current Year Ended
March 31, 2024
|
|
I
|
Revenue from operations
|
7,49,24,83,987
|
6,72,67,25,982
|
|
II
|
Other Income
|
2,09,755
|
10,41,112
|
|
III
|
Total Revenue (I II)
|
7,49,26,93,742
|
6,72,77,67,094
|
|
IV
|
Expenses:
|
|
|
| |
Purchase of Stock-in-Trade
|
7,28,96,33,730
|
6,54,35,45,261
|
| |
Changes in inventories of finished goods, work-in¬
progress and Stock-in-Trade
|
(1,84,90,134)
|
(1,68,37,102)
|
| |
Employee Benefit Expense
|
2,20,71,120
|
2,19,48,008
|
| |
Financial Costs
|
95,988
|
72,238
|
| |
Other Expenses
|
14,01,68,042
|
16,56,77,215
|
| |
Total Expenses
|
7,43,34,78,746
|
6,72,13,78,335
|
|
V
|
Earnings before Interest , Tax depreciation and
Amortization(EBITDA) (III - IV)
|
5,92,14,996
|
1,33,61,474
|
|
VI
|
Depreciation and Amortization expenses
|
53,29,526
|
42,51,110
|
| |
Profit before tax and Extra ordinary items (V - VI)
|
5,38,85,470
|
91,10,364
|
| |
Prior Period Expenses
|
(11,46,235)
|
(6,49,030)
|
| |
Extraordinary items
|
(3,63,75,894)
|
61,50,000
|
|
VII
|
Profit/(loss before Tax) (EBT)
|
1,63,63,341
|
1,46,11,334
|
|
VIII
|
Tax Expenses:
|
|
|
| |
(1) Current tax
|
59,00,000
|
26,42,618
|
| |
(2) Current Tax Expenses for Prior Years
|
12,48,116
|
69,72,716
|
| |
(3) Deferred tax
|
(10,36,032)
|
(14,78,228)
|
|
IX
|
Profit/(Loss) after Tax (VII-VIII) (PAT)
|
1,02,51,257
|
64,74,229
|
|
X
|
Other Comprehensive Income
(i ) Item that will not be reclassified to profit or loss
(ii) Item that will be reclassified to profit or loss
|
|
|
|
XI
|
Total Comprehensive Income for the Period ( IX X)
|
1,02,51,257
|
64,74,229
|
2. DIVIDEND
The Company has earned the profit of Rs. 1,02,51,257/- during the financial year 2024-25 and for the future
growth and development of the company's business your Directors do not recommend any dividend for the
financial year 2024-25.
3. COMPANY'S PERFORMANCE
During the year, revenue from operations for the financial year 2024-25 is 7,49,24,83,987/- which is higher
as compared to the previous year which was Rs. 6,72,67,25,982/-
Earning(Loss) before Tax (EBT) for the financial year 2024-25 is amounted to 1,63,63,341/- as compared to Rs.
1,46,11,334/- in the previous year 2023-24.
Profit(Loss) after Tax (PAT) for the year 2024-25 is 1,02,51,257/- as compared to Rs. 64,74,229/- for the
previous year 2023-24.
There was no any changes in the nature of business of the company during the year under review.
4. DEPOSIT
During the year under review, the Company has not accepted any money by way of deposit from the open public
and members as per the provisions of Section 73 of the Companies Act, 2013 and Companies (Acceptance of
Deposits) Rules, 2014 as amended from time to time.
5. TRANSFER TO RESERVE
During the financial year ended 31st March 2025, the company has not transferred any amount to the specific
reserve of the Company.
6. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the
End of the financial year to which this financial statements relates and on the date of the report.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE.
There were no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the
going concern status of the Company and its future operations.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES COMPANIES
The company has no subsidiary/Joint Ventures/Associates Companies as at the end of financial year under
review.
9. THE STATE OF THE COMPANY'S AFFAIRS
i) Further Issue of Capital:-
There is no change in the authorized, issued and paid-up capital of the Company during the financial year 2024¬
25.
ii) Change in accounting year:-
There is no change in the accounting year.
iii) Manpower training and executive development programs: -
There were no such activities taken place during the year 2024-25.
10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year 2024-25, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section
forms part of the Annual Report as - Annexure I to the Director's report.
11. AUDITORS AND AUDITOR'S REPORT
Statutory Auditors
M/s Pipara & Co LLP, Chartered Accountants (FRN: 107929W/W100219), was appointed as statutory auditors
of the company in the 27th Annual General Meeting of the Company held in the year 2021 for a period of five years
and the tenure of said firm will be concluded in the forthcoming 31st Annual General Meeting.
The notes on accounts referred to in the auditor's report are self-explanatory and there are no qualifications,
reservations or adverse remarks in the Report and therefore do not need any further comment.
The board of directors in their meeting, on recommendation of Audit Committee, has approved the re¬
appointment of M/s Pipara & Co LLP, Chartered Accountants (FRN: 107929W/W100219), as statutory auditors
of the company for the second and final terms of 5 years subject to the approval by members of the company
in the forthcoming the 31st Annual General Meeting and the said firm will hold the office till the conclusion of 36th
Annual General Meeting to be held in the year 2030 and the said firm have also confirmed that they are not
disqualified from being re-appointed as Statutory Auditors of the Company.
Secretarial Auditors
The board has appointed M/s. Sharma Vijay & Associates, Practicing Company Secretaries (C.O.P :19035) to carry
out secretarial audit under the provisions of Section 204 of the Companies Act, 2013, for the financial year 2024¬
25.
The report of Secretarial Auditor is annexed to this report as Annexure II.
Further pursuant to the provisions of regulations 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended on December 12, 2024 vide SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024, the listed companies are required to appoint a peer
reviewed Company Secretary (Company Secretary in practice, who is either practicing individually or as a sole
proprietor or as a partner of a Peer Reviewed Practice Unit, holding a valid certificate of peer review issued by
the Institute of Company Secretaries of India) as Secretarial Auditor of the company for a period of 5(five) years
with the approval by its shareholders in the Annual General Meeting.
Accordingly, to comply the same and based on the recommendation of the audit committee, the board of directors
of the company in their meeting held on 29.05.2025 has proposed the appointment of M/s. Sharma Vijay &
Associates, Hisar having Peer Review No. 2166/2022 as Secretarial Auditors of the company for a period of
5(Five) years in this 31st Annual General Meeting till the 36th Annual General Meeting to be held in the year 2030
and the same has been consented by the said firm.
The secretarial auditor's report are self-explanatory and there are no qualifications, reservations or adverse
remarks in the report and therefore do not need any further comment.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:
• in the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures;
• we have 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 March 31, 2025, and of the profit of the Company for that period;
• we have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
• we have prepared the annual accounts on a going concern basis;
• we have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively;
• We have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
• r iu i i nr nioi O i i 11.
Based on the framework of internal financial controls and compliance systems established and maintained by the
company, work performed by the internal, statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant Board committees, including the audit committee, the board
is of the opinion that the Company's internal financial controls were adequate and effective during the financial
year 2024-25.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there was no change in the board of the company and Mr. Vikas Kumar, Whole
Time Director, Mr. Ameet M Ganatra , Chief Financial Officer and Mrs. Mamta Sharma, Company Secretary
continue as Key Managerial Personnel of the company.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of
Association of the company, Mr. Vikas Kumar, is liable to retire by rotation and being eligible, offers himself for
the re-appointment at the ensuing Annual General Meeting.
14. NUMBER OF BOARD MEETINGS
4 meetings of the Board were held during the Financial Year 2024-25. The maximum gap between any two
meetings was less than one hundred and twenty days, as stipulated under section 173 of Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standards For details of the meetings of the Board, please refer to the Corporate Governance Report
as Annexure-III, which forms part of this report.
15. BOARD OF EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and
individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as
prescribed by Securities and Exchange Board of India (“SEBI”] under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis
of the criteria such as the board composition and structure, effectiveness of Board processes, information and
functioning, etc.
The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in meetings, etc.
In a separate meeting of independent Directors, performance of non-independent Directors was evaluated and
performance of the Board as a whole was evaluated, taking into account the views of executive Directors and
non-executive Directors. The same was discussed in the Board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and individual Directors was also
discussed.
16. INDEPENDENT DIRECTOR'S MEETING
During the year under review, the performance evaluation of every director was executed by Independent
Directors in their meeting held on May 15, 2024.
17. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion
& Analysis Report which forms part of this report. The company regularly gets its accounts audited by the
internal auditor. However the company has maintain the feature of recording audit trail of each and every
transaction, creating an edit log of each change made in books of account along with the date when such changes
were made and non disabling of Audit Trail in the accounting software maintaining for keeping its books of
account in electronic mode during the financial year 2024-25.
18. CORPORATE GOVERNANCE REPORT
The company has been complied the mandatory and the non mandatory requirements of Corporate Governance
as stipulated under regulation 27 and schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A separate report on Corporate Governance along with Secretarial Auditors’ Certificate on
compliance with the Corporate Governance norms has been annexed to this report as Annexure-III.
19. WEBLINK OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3] of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration] Rules, 2014, as amended, the Annual Return of the Company for the financial
year 2023-24 is placed on the website of the company and may be accessed on the company's website at
www.regententerprises.in.
20. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied all the applicable Secretarial Standards issued by “The Institute of Company
Secretaries of India” on Meetings of Board of Directors and General Meetings and any other as applicable.
21. PARTICULARS OF EMPLOYEES
In terms of the provisions of section 197 of Companies Act, 2013, read the Companies (Appointment and
Remuneration of Managerial Personnel] Rules, 2014, as amended from time to time, none of the employee is
drawing remuneration more than the limits prescribed/specified under the said rules during the financial year
2024-25. In terms of Rule 5(2] of Companies (Appointment and Remuneration of Managerial Personnel] Rules,
2014 as amended, the details as required therein is enclosed as Annexure IV.
22. INTER CORPORATE LOANS, GUARANTEES AND INVESTMENTS
During the year under review, company has not given any Inter Corporate Loans, Guarantees and Investments
covered under section 186 of the Companies Act, 2013.
23. RELATED PARTY TRANSCATIONS
During the year under review, None of the transactions which are material in nature and not on the market
prevailing prices and not on arm's length basis and are not in its ordinary course of business has been taken
place. However the details of transactions with related parties have been disclosed in the notes of Financial
Statements in term of relevant Indian Accounting Standard which are self explanatory. Hence no further
information's are required to be given in the form AOC -2.
Further in terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and its Powers]
Rules, 2014 and further in terms of regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements]
Regulations, 2015, the policy on materiality of related party transactions and dealing with related party
transactions as approved by the board has been placed on the website of the company at
http://www.regententerprises.in.
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In terms of the provisions of Section 177(9] & (10] of the Companies Act, 2013 and regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements] Regulations, 2015, a Vigil Mechanism for directors and employees to
report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of
the company at http://www.regententerprises.in.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3]
(m] of the Companies Act, 2013, and the foreign exchange earnings on account of the operation of the company
during the financial year 2024-25 are disclosed in Annexure-V to this report.
26. CORPORATE SOCIAL RESPONSIBILITY POLICY
The company has been formulated the Corporate Social Responsibility Policy and placed on the website of the
company. However for the financial year 2024-25, the company does not fulfill the criteria to be fallen under
section 135 of the Companies Act, 2013. Hence the company was not required to spent on CSR during the year.
The details of constitution of CSR committee have been mentioned in the annexures of the directors report.
27. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent directors viz. Mrs. Bhawna Sharma and Mr. Neeraj Singh have submitted their disclosure to
the board that they fulfill all the requirements as to qualify for their continuity of appointment as an
Independent Director under provisions of section 149 the Companies Act, 2013 as well as Regulations 16 & 17 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further in terms of Schedule V of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a certificate from a company secretary in practice that none of
the directors on the board of the company have been debarred or disqualified from being appointed or
continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority
of all directors as on March 31, 2025 is being Annexed herewith.
Further in terms of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and
notification no. G.S.R. 804(E) dated 22nd October, 2019, Mr. Neeraj Singh and Mrs. Bhawna Sharma, Independent
Directors of the company have renewed their registration with Indian Institute of Corporate Affairs (Institute) for
a further one year validity period during the year.
28. FAMILIARISATION PROGRAMME AND TRAINING TO INDEPENDENT DIRECTORS
During the year under review, the company has conducted the familiarization programmes for the Independent
Directors in terms of the provisions of regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, on various contents including their roles, rights, responsibilities in the company, nature of the
industry in which the company operates, business model of the company and other related matters. The details of
the same has been placed on the website of the company i.e. www.regententerprises.in.
29. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGEOF THEIR DUTIES.
The company's policy relating to appointment of directors, payment of managerial remuneration, directors
qualification, positive attributes, independence of directors and other related matters as provided under Section
178(3) of the Companies Act, 2013 and Remuneration Policy for Directors and Key Managerial Personnel are
placed on the website of the company i.e. www.regententerprises.in.
30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC)
which is responsible for Redressal of complaints related to sexual harassment.
Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual
Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.
31. GENERAL DISCLOSURES
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. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.
5. In terms of section 143 (12) of the Companies Act, 2013 it is hereby confirmed that there are no frauds
reported by auditors other than those which are reportable to the Central Government.
6. In terms of sub-section (1] of section 148 of the Companies Act, 2013, the maintenance of cost records as
specified by the Central Government is not required by the Company as the company has no any manufacturing
activities and accordingly such accounts and records are not made and maintained by the company.
7. There is no any application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year under review
8. There is no such case of one time settlement and the valuation while taking loan from the Banks or
Financial Institutions.
ACKNOWLEDGEMENT
The Directors would like to express their sincere thanks and appreciation for the assistance and co-operation
received from the Banks, Government Authorities, Dealers, Distributors, Customers and Shareholders during the
year.
The Directors also wish to take on record their deep sense of appreciation for the committed services of the
employees at all levels, which has made our Company successful in the business.
By order of the Board
For Regent Enterprises Limited
Sd/- Sd/-
Sachin Jain Vikas Kumar
Date: May 29, 2025 Director Whole Time Director
Place: Ghaziabad D I N : 07865427 DIN: 05308192
|
