The Directors are pleased to present the Fourteenth Annual Report together with the Audited Financial Statements for the year ended 31st March 2025.
1. FINANCIAL RESULTS:
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(‘in lakhs)
|
|
Particulars
|
FY 2024-25
|
FY 2023-24
|
|
Revenue from operations
|
18,901.02
|
19,281.09
|
|
Other Income
|
(41.69)
|
74.63
|
|
Total Income
|
18,859.33
|
19,355.72
|
|
Expenditure
|
18,658.32
|
18,917.38
|
|
Profit before exceptional items and taxes
|
201.01
|
438.34
|
|
Exceptional Items
|
-
|
-
|
|
Profit before extraordinary items and taxes
|
201.01
|
438.34
|
|
Extraordinary items
|
-
|
-
|
|
Profit before tax
|
201.01
|
438.34
|
|
Income Taxes
|
|
Current
|
9.17
|
-
|
|
Deferred
|
(9.63)
|
2.55
|
|
Profit for the year
|
201.47
|
435.79
|
2. FINANCIAL PERFORMANCE:
Your Company’s directors are pleased to inform you that, company has earned a profit of INR 201.47 lakhs as compared to previous year’s profit INR 435.79 lakhs. Company’s turnover for the year has been INR 18,901.02 Lakhs as compared to previous year’s turnover of INR 19,281.09 Lakhs.
Other Income consist of Unrealized Gain/(Loss) of INR (216.81) Lakhs for the year ended 31st March 2025 and INR 6.94 Lakhs for the half year ended on 30th September 2024. It is the impact of restatement of short term market investments to Market Value/NAV as on the date of Balance Sheet in compliance with IND AS 109. These Gains/(Losses) are notional and does not signify the actual cash flow of the company as on the date of Balance Sheet. These Gain/(Loss) may give incremental or decremental impact to statement income/(loss) at the time of disposal of these investments.
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Key Financial performance, Operational Information and Ratio Analysis:
|
|
Key Ratio/Indicators
|
FY 2023-24
|
FY 2024-25
|
Explanation for change of 25% or more
|
|
Trade Receivables Turnover Ratio
|
8.32%
|
8.00%
|
NA
|
|
Current Ratio
|
1.50%
|
1.53%
|
NA
|
|
Debt Equity Ratio
|
-
|
0.01%
|
NA
|
|
Return on Equity Ratio
|
0.19%
|
0.05%
|
These ratio has decreased due to reduction in Profit After Tax.
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3. LEGAL AND REGULATORY:
Compliance with laws and regulations is an essential part of your Company’s business operations. We are subject to laws and regulations in diverse areas as Service safety, service claims, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.
4. OPERATIONAL PERFORMANCE:
During the financial year 2024-25, the Company made substantial progress across multiple fronts, operationally, geographically, and strategically. We expanded our physical presence by setting up new branch offices in Pune & Karnal, Satellite Offices in Ahmedabad, Gurgaon & Mumbai, strengthening our ability to serve clients across regions with greater responsiveness and efficiency.
The year also saw us acquire new logos, including several reputed names across sectors, such as Birla Carbon & Nuvoco Vista Corp in Workforce vertical and Shapoorji Pallonji, Sahas Waste Management, String Bio etc. in the workspace vertical, marking our continued growth in client base and industry trust.
Notably, we have successfully entered the Banking, Financial Services and Insurance (BFSI) sector, a high-potential vertical where we are now delivering integrated facility management and support services tailored to the unique requirements of financial institutions.
We continued to prioritize client satisfaction through structured feedback initiatives and regular follow-ups, helping us proactively address service gaps and maintain high service standards. This ongoing engagement has translated into improved service quality and stronger client relationships.
5. SYSTEMS AND INFORMATION:
Your Company’s operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place
even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.
The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have sufficient security measures including firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.
6. DIVIDEND:
Considering future growth projects of the company, the board has decided not to declare any dividend to the shareholders for the financial year 2024-25.
7. SHARE CAPITAL:
The Authorized Share Capital was increased from INR 13,00,00,000 (INR Thirteen Crores) to INR 16,00,00,000 (INR Sixteen Crores) during the year under review.
The issued share capital of the company as on 31st March, 2025 was INR 13,32,85,000 (Rupees Thirteen Crore Thirty-Two lakhs and eighty-five thousand only). During the year under review, the company has allotted 18,30,000 Equity shares at a face value of Rs. 10 each on Preferential issue basis.
8. MATERIAL CHANGES:
There were no significant/ material changes that took place during the Financial Year 2024-25 in the company.
9. TRANSFER TO GENERAL RESERVE:
As permitted under the provisions of the Companies Act, 2013 (the Act), the Board does not propose to transfer any amount to general reserve.
10. PUBLIC DEPOSITS:
During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
11. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
12. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your directors confirm that Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.
13. HOLDING, SUBSIDIARIES, TOINT VENTURES OR ASSOCIATE COMPANIES:
As on 31st March 2025, the Company does not have any Holding, Subsidiary, Associate or Joint Ventures.
14. RELATED PARTY TRANSACTION:
All related party transaction that was entered during the financial year under review were on Arm’s Length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act.
Details of transaction which related parties as required under section 134(3)(h) of the Act read with rule 8(2) of the companies (Accounts) Rules, 2014 are provided in Form AOC-2 and forms part of this report as Annexure-1.
15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.
The details of Loans, Investments & guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.
16. BOARD MEETINGS:
The Board has met 10 times during the financial year 2024-25.
|
Sr. No
|
Dates
|
No. of Directors as on date of meeting
|
No. of Directors Present
|
|
1
|
27.05.2024
|
6
|
6
|
|
2
|
22.06.2024
|
6
|
6
|
|
3
|
17.07.2024
|
6
|
3
|
|
4
|
03.08.2024
|
6
|
6
|
|
5
|
28.08.2024
|
6
|
6
|
|
6
|
10.10.2024
|
6
|
6
|
|
7
|
11.11.2024
|
6
|
6
|
|
8
|
23.12.2024
|
6
|
6
|
|
9
|
07.01.2025
|
6
|
6
|
|
10
|
21.01.2025
|
6
|
6
|
17. ADEQUACY OF INTERNAL CONTROLS SYSTEM AND THEIR COMPLIANCE:
During the year, the Company has reviewed its Internal Financial Control systems and has continually contributed to the establishment of a more robust and effective internal financial control framework. The control criteria ensure the orderly and efficient conduct of the Company’s business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of 31st March 2025.
There were no instances of fraud which necessitated reporting of material misstatements to the Company’s operations. There has been no communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.
18. STATUTORY AUDITORS:
Pursuant to Section 139 of the Act read with applicable rules framed thereunder, M/s. S Bhat and Associates, Chartered Accountants, having firm registration No. 014925S have been appointed as Statutory Auditors of the Company for the period of 5 years from the conclusion of 10th annual general meeting till conclusion of 15 th Annual general meeting.
The Ministry of Corporate Affairs vide Notification dated 7th May 2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Act at each AGM is no longer required. Hence, the resolution for this item is not being included in the Notice to the AGM.
19. SECRETERIAL AUDIT:
Pursuant to provisions of Section 204 of Companies Act, 2013 read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Secretarial Audit is applicable for the financial year 2024-25. In accordance with the same, the company has appointed Mr. Syed Shahabuddin as the secretarial auditor of the company.
20. RESERVATION AND QUALIFICATION ON AUDITOR'S REPORT:
The Auditors’ Report on the financial statements of the Company for the financial year ended 31st March 2025 does not contain any qualifications, reservations, adverse remarks or disclaimers. The Auditor’s Report is enclosed with the financial statements forming part of the Annual Report.
21. REPORTING OF FRAUD:
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.
22. RISK MANAGEMENT:
Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are considered while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:
• Provide an overview of the principles of risk management
• Explain approach adopted by the Company for risk management
• Define the organizational structure for effective risk management
• Develop a “risk” culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.
• Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company’s human, physical and financial assets.
23. APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:
The Company has not initiated any proceedings under Insolvency Bankruptcy Code 2016 during the financial year 2024-2025.
24. VALUATION:
The Company during the financial year 2024-2025 has not undertaken any valuation under Section 247 of Companies Act, 2013.
25. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
Company has zero tolerance for sexual harassment at work place and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
26. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy: As the company is engaged in service sector, the energy consumption is minimal, however our Company is aware of its responsibilities and has at every available opportunity, used and implemented such measures so as to enable energy conservation. The company is constantly thriving to migrate towards renewable source of energy.
B. Technology Absorption: The Company continues to use the latest information technology for improving the productivity. Absorption of qualitative technology helps to reduce operation costs. The Company’s operation does not require any significant import of technology so far.
|
C.
|
Foreign Exchange Earnings & Out go: (in lakhs)
|
|
| |
Total Foreign
|
Total Foreign
|
Total Foreign
|
Total Foreign
|
| |
Exchange Earnings
|
Exchange outflow
|
Exchange Earnings
|
Exchange outflow
|
| |
in 2024-25
|
2024-25
|
in 2023-24
|
2023-24
|
| |
NIL
|
NIL
|
NIL
|
NIL
|
27. DIRECTOR'S RESPONSIBILITY STATEMENT
As required under provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
S In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
S The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the of the company at the end of the financial year and of the Profit/loss of the Company for that period;
S The Directors had 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;
S The Directors had prepared the annual accounts on a ‘going concern basis’;
S 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;
S The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
28. BOARD EVALUATION
The Company is led by a diverse, experienced and competent Board. The performance evaluation of the individual members of the Board (including the Chairman) for financial year 2024-25, was carried out internally. This was based on a structured questionnaire which cover various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Member’s strengths and contribution, execution and performance of specific duties, obligations and governance and feedback from each Director.
29. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSON:
- Ms. Sweta Sahal, who was appointed as company Secretary, resigned with effect from 19th July 2024.
- Ms. Sweety Jhunjhunwala was appointed as Company Secretary with effect from 10th October 2024. She resigned with effect from 07th January 2025.
|
- Ms. Veena Girish Kulkarni, was appointed as the Company Secretary & Compliance Officer of the company with effect from 07 th January, 2025.
As on 31st March 2025, the Composition of the Board is as follows:
|
|
Sr No.
|
Name of the Director/KMP
|
Designation
|
Date of Appointment
|
|
1.
|
Shany Jalal
|
Managing Director
|
13/05/2011
|
|
2.
|
Anil Kumar Muraleedharan
|
Executive Director
|
13/05/2011
|
|
3.
|
Amit Kumar Rakhecha
|
Director &
Chief Financial Officer
|
19/04/2023
27/03/2023
|
|
4.
|
Pushpy B Muricken
|
Independent Director
|
19/04/2023
|
|
5.
|
Bharath Kumar Jain
|
Independent Director
|
26/04/2023
|
|
6.
|
Ashok Ajay Kumar Bantia
|
Independent Director
|
19/04/2023
|
|
7.
|
Veena Girish Kulkarni
|
Company Secretary
|
07/01/2025
|
|
30. COMPOSITION OF COMMITTEES:
|
|
Sr.
No.
|
Committee
|
Chairperson
|
Member 1
|
Member 2
|
|
1.
|
Audit Committee
|
Bharath Kumar Jain
|
Ashok Ajay Kumar Bantia
|
Anil Kumar Muraleedharan
|
|
2.
|
Nomination & Remuneration Committee
|
Bharath Kumar Jain
|
Ashok Ajay Kumar Bantia
|
Pushpy B Muricken
|
|
3.
|
Stakeholders Relationship Committee
|
Pushpy B Muricken
|
Shany
Jalal
|
Anil Kumar Muraleedharan
|
The Secretary of Audit Committee & Stakeholder Relationship Committee shall be Ms. Veena Girish Kulkarni, Company Secretary & Compliance Officer of the company.
31. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director that he / she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Act and Regulation 16(1)(b) of the Listing Regulations.
32. VIGIL MECHANISM:
The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Code of Conduct
The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of these Codes or an event an employee becomes aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy.
33. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company for FY 2024-25.
34. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The guiding principle of the Code of Corporate Governance is ‘harmony’ i.e., balancing the need for transparency with need to protect the interest of the Company, balancing the need for empowerment at all levels with the need for accountability.
The Company believes in the highest standards of good and ethical corporate governance practices. Good governance practices stem from the culture and mindset of the organization. It is therefore not merely about enacting policies regulations and procedures but also about establishing an environment of trust and confidence among various shareholders.
The Company’s philosophy on the Code of Governance is that the Company should follow contemporary corporate practices and the guiding principle of the Code of Governance of the Company is Harmony i.e.:
- Balancing need for transparency with the need to protect the interests of the Company;
- Balancing the need for empowerment at all levels with the need for accountability; and
- Interaction with all stakeholders including shareholders, employees, lenders and regulatory authorities.
35. COMPLIANCE WITH LABOUR LAWS
The Company hereby confirms that it is in compliance with all applicable labor laws and employment-related legislations. The Company has in place adequate systems to ensure legal compliance and has not received any adverse orders or penalties from any statutory authority during the financial year. The Company continues to ensure fair treatment, health and safety, and welfare of its employees across all operational locations. During the year, there were no instances of non-compliance or penalties levied by any labor authority.
36. APPRECIATION:
Your Directors take this opportunity to thank the employees, customers, Vendors, investors, and banks for their valuable support to the company during the year.
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