To,
The Members of Tilak Ventures Limited,
Your Directors have pleasure in presenting their 44th Annual
Report on the business and operations of your Company together with Audited Financial
Statements for the year ended 31st March, 2025.
FINANCIAL RESULTS
The summary of the Company's financial performance for the
Financial Year 2024-2025 as compared to the previous Financial Year 2023-2024 is given
below:
(Amount in Lakhs)
|
F.Y. 2024-2025 |
F.Y. 2023-2024 |
F.Y. 2024-2025 |
F.Y. 2023-2024 |
Particulars |
Standalone |
Consolidated |
| Income from operations |
2,117.85 |
1195.07 |
2184.51 |
1286.30 |
| Other Income |
488.62 |
403.60 |
488.80 |
404.54 |
Total Income |
2,606.47 |
1598.66 |
2673.31 |
1690.84 |
Total Expense |
1754.54 |
868.30 |
1831.47 |
990.92 |
Profit/(Loss) before Tax and
Exceptional items Exceptional Items |
851.93 |
730.37 |
841.84 |
699.92 |
Profit/Loss from ordinary
activities before Tax |
851.93 |
730.37 |
841.84 |
699.92 |
| Current Tax |
229.41 |
177.45 |
229.41 |
177.45 |
| Tax adjustments of earlier years |
2.85 |
1.80 |
2.85 |
1.80 |
| Deferred Tax |
(7.46) |
5.81 |
(7.46) |
5.81 |
Net profit/ (Loss) |
627.13 |
545.31 |
617.03 |
514.87 |
Other Comprehensive Income for
the year |
560.08 |
(94.91) |
560.08 |
(94.91) |
Total Comprehensive Income/Loss |
1,187.21 |
450.41 |
1,177.115 |
419.96 |
REVIEW OF OPERATIONS
STANDALONE
During the year under review company has two reporting segments i.e.
Commodity Trading and Finance segment, from which company has generated its revenue. It
can be clearly seen from the figures above that the total revenue of the company Rs.
2,606.47 Lakhs including other income as against Rs. 1,598.66 Lakhs in the previous year.
The net profit/loss) of the Company is Rs. 627.13 Lakhs as against net profit/
(loss) of Rs. 545.3 Lakhs in the previous year. The management is striving hard to work
with great efforts and maintain high level of optimism to increase the revenue and to
achieve profit margin in coming years.
CONSOLIDATED
During the year under review, total consolidated revenue of the Company
Rs. 2,673.31 Lakhs including other income as against Rs.1,690.84 Lakhs in the previous
year the company. The net profit of the Company is Rs. 617.03 Lakhs as against net profit
of Rs. 514.87 Lakhs in the previous year. The management is striving hard to work with
great efforts and maintain high level of optimism to increase the revenue and to achieve
profit margin in coming years.
DIVIDEND
During the year, your Directors do not propose any dividend for the
Financial Year ended 31st March, 2025.
AMOUNTS TO BE TRANSFERRED TO RESERVES
During the year the company has not proposed to transfer any amount to
the General Reserve.
SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES
During the year under review, the Company is holding 1,11,000 equity
shares of Rs. 10 each, of M/s Yosto Venture India Private Limited "(Yosto"),
resulting a controlling stake (51.03%) in the Yosto. M/s Yosto Venture India Private
Limited is registered start up located at Mumbai and into the business of Office Supplies
through E-Commerce "Wisycart.com".
A separate statement containing the salient features of financial
statements of the subsidiary company M/s. Yosto Ventures India Private Limited of your
Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I in
compliance with Section 129 and other applicable provisions, if any, of the Companies Act,
2013.
The Financial Statements of the subsidiary companies and related
information are available for inspection by the Members at the Registered Office of the
Company during the business hours on all days except Saturdays, Sundays and public
holidays up to the date of the Annual General Meeting (AGM) as required under Section 136
of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110,
Consolidated Financial Statement prepared by the Company includes financial information of
its subsidiaries.
The Company will provide a copy of Annual Report and other documents of
its subsidiary companies on the request made any Member, investor of the Company/
Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept
for inspection by any Member at the Registered Office of the Company. The statements are
also available on the website of the Company.
DEPOSITS
During the year under review the Company did not invite or accept any
Deposits within the meaning of Section 73 of the Companies Act, 2013.
CHANGE IN DIRECTORS AND KMP:
During the Financial year 2024-2025 under review, there are following
changes in the Director and KMP of the Company.
Mr. Chirag Goyal Non-Executive Independent Director of the Company has
resigned w.e.f. 28th March, 2025.
Further after conclusion of F.Y. 2024-25 and before this 44th
Annual General Meeting, the board of directors appointed Mr. Mayank Brana as Additional
Non-Executive Independent Director of the Company w.e.f. 29th August, 2025 and
proposal for his regularization also been proposed to the shareholders for their approval
w.e.f. 29th September, 2025.
Mr. Davendra Kumar, Company Secretary of the Company tendered his
resignation w.e.f. 7th May, 2025. Mrs. Pratiksha Modi appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 01st July, 2025
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016
During the year under review, there was no application made or
proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
ANDVALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of
Loans taken from Banks and Financial Institutions
LISTING OF SHARES
Shares of the Company are listed on BSE Limited (BSE) Mumbai, which
provide the wider access to the investor's national wide.
LISTING FEES
The Company has paid the listing fees as mandated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 to Stock Exchange for the F.Y.
2024-2025.
RIGHT ISSUE OF SHARES
The Company has not issued shares with differential voting rights in
the F.Y. 2024-2025. It has neither issued employee stock options nor sweat equity shares
as on March 31, 2025.
During the year under review, the Company has issued 22,28,48,403 (i.e.
Twenty-Two Crores Twenty-Eight Lakhs Forty Eight Thousand Four Hundred and Three) Fully
paid-up Equity Shares of face value of Re.1.00/- (Rupees One Only) per Equity Share at
price of Rs.2.20/- (Rupees Two and Twenty Paise Only) each on Right basis.
Subsequent to the said allotment, the issued, subscribed, and paid-up
equity share capital of the Company stands increased from Rs 22,28,48,403 (Rupees Twenty
Two Crores Twenty Eight Lakhs Forty Eight Thousand Four Hundred and Three Only) divided
into 22,28,48,403 (Twenty Two Crores Twenty Eight Lakhs Forty Eight Thousand Four Hundred
and Three) Equity Shares to Rs.44,56,96,806 (Rupees Forty Four Crores Fifty Six Lakhs
Ninety Six Thousand Eight hundred and Six Only) divided into 44,56,96,806 (Forty Four
Crores Fifty Six Lakhs Ninety Six Thousand Eight hundred and Six) Equity Shares of face
value of Rs. 1.00/- (Rupee One Only).
CAPITAL STRUCTURE
Authorised Share Capital
The Authorised Share Capital of the Company as on March 31, 2025, is
Rs. 73,25,00,000(Seventy-Three Crore Twenty-Five Lakh only) divided into 73,25,00,000
(Seventy-Three Crore Twenty-Five Lakh only) Equity Shares of Rs. 1/- (Rupees one only)
each.
Paid up Share Capital
The Paid up Share Capital of the Company as on March 31, 2025 is Rs.
44,56,96,806/- (Forty-Four Crore Fifty Six Lakh Ninety-Six Thousand and Eight Hundred Six)
divided into 44,56,96,806 (Forty-Four Crore Fifty-Six Lakh Ninety-Six Thousand and Eight
Hundred Six) fully paid-up equity shares of Face value of Rs. 1/- per shares.
DEMATERIALISATION AND ELECTRONIC REGISTRAR
The equity shares of your Company are dematerialized with both NSDL and
CDSL under ISIN INE026L01022.As on 31st March 2025, 99.90% equity shares are in
Demat form. Our registrar for electronic connectivity with the National Securities
Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is MUFG Intime
India Private Limited, Mumbai (SEBI Reg. No: INR000002102).
POSTAL BALLOT
During the year No postal ballot was done by the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under Section 186
of the Companies Act, 2013 will be produced for verification to the members on their
specific request.
MEEETINGS OF THE BOARD
The Board of Directors of the Company met 9 (Nine) Times during the
year under review. The gap between two Meetings did not exceed 120 days (one hundred and
twenty). Detailed information on the meetings of the Board, its Committees and the AGM is
included in the Report on Corporate Governance, which forms part of this Annual Report.
BOARD COMMITTEES
As per the requirement of Companies Act, 2013 and relevant Regulation
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company
has the following mandatory committees:
Audit Committee
Nomination and Remuneration Committee (NRC)
Stakeholders Relationship Committee (SRC)
Corporate Social Responsibility Committee (CSR)
The details of committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulation, 2015, a structured questionnaire
was prepared after taking into consideration of the various aspects of the Board & its
committees, execution and performance of specific roles, duties, obligations and
governance.
The performance evaluation of Committees, Executive Directors,
Non-Executive Directors and Independent Directors was completed. The Performance
evaluation of the Chairman, Non-Executive Directors & Board asa whole was carried out
by the Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
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;
They 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 and of the profit and loss of the Company for that period;
They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Act for safeguarding the
assets of the Company and for preventing and detecting frauds and other irregularities;
They have prepared annual accounts on a going concern basis;
They have laid down internal financial controls to be followed by the
Company and such internal financialControls are adequate and operating effectively;
They have devised proper systems to ensure compliance with the
provisions of all applicable laws andthat such systems were adequate and operating
effectively.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has been following well laid down policy on appointment and
remuneration of Directors and Key Managerial Personnel (KMP).
The appointment of Directors is made by the Board pursuant to the
recommendation of Nomination and Remuneration Committee (NRC) The policy for appointment
of directors is placed on the website of the Company on the below link:
https://tilakfinance.files.wordpress.com/2016/04/terms-and- conditions-of- independent
director.pdf
The remuneration of Non-Executive Directors comprises of sitting fees
and commission in accordance with the provisions of Companies Act, 2013. The remuneration
of Executive Directors comprises of Basic Salary, Perquisites & Allowances and
Commission if any. The remuneration is within the limits prescribed under the Companies
Act, 2013 and is recommended by NRC. Approval of Board, Shareholders and the Central
Government, if required, for payment of remuneration to Executive Directors is sought,
from time to time.
Nomination & Remuneration Policy is available on the website of the
Company on the below link: https://tilakfinance.files.wordpress.com/2016/04/remuneration-policyfitilak.pdf.
RISK MANAGEMENT
The Company has adopted as Risk Management Policy in accordance with
the provisions of Companies Act, 2013 which laid down the framework to identify, evaluate
business risk and opportunities. The Board has reviewed the Risk assessment and
Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015;
there are no material risk which in the opinion of the management affects the
continuityand existence of the business. The details of the risks faced by the Company and
the mitigation thereof are discussed in detail in the Management Discussion and Analysis
report that forms part of the Annual Report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place internal financial controls which commensurate
with the size of the Company. However, Company is trying to strengthen the same. The Board
has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the company's policies, the safeguarding of its
assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
CORPORATE SOCIAL RESPONSIBILITY
The Company in its Board Meeting held on 03rd September,
2021 has adopted and framed CSR Committee as required under Section 135 of the Companies
Act, 2013.
The Company has spend Rs. 5,50,000/- in CSR with Rays Education Trust
and meeting for CSR committee held on 25th may, 2024
The Committee consists of three Directors of which one Director is Non
Independent and two Directors are Independent Non-Executive Directors as follows;
Shri Pratham Jethaliya- Chairman Shri Vikash Kulhriya - Member Shri
Girraj Kishor Agarwal- Member
The Committee roles / powers are
1. To formulate and recommend to the Board, a CSR policy which shall
indicate the activities to be undertaken by the Company as per the Companies Act, 2013; 2.
To review and recommend the amount of expenditure to be incurred on the activities to be
undertaken by the Company. 3. To monitor the Corporate Social Responsibility policy of the
Company from time to time.
The CSR committee has adopted the policy for the activities to be
undertaken under the Corporate Social Responsibility as per Schedule VIII of the Companies
Act, 2013.
The Policy as adopted is available on the website of the Company
www.tilakfinance.wordpress.com
DISCLOSURE REQUIREMENTS
The Company has a whistle blower policy/vigil mechanism to report
genuine concerns or grievances and to provide transparent working environment. The Policy
provides adequate safeguards against victimization of Directors / employees who raise the
concern and have access to the chairman of Audit Committee who is entrusted to oversee the
Whistle blower mechanism. Further no personnel have been denied access to the Audit
Committee during the financial year under review. The Whistle Blower Policy/vigil
mechanism has been posted on the website of the Company
https://tilakfinance.wordpress.com/ The Board has laid down a code of conduct for Board
members & Senior Management Personnel as per Regulation 17 & 26 (3) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 & has been posted
on the website of the Company https://tilakfinance.files.wordpress.com/ All the Board
members & Senior Management Personnel have affirmed compliance with the said code of
conduct for the year ended on 31st March, 2025.
A DECLARATION TO THIS EFFECT SIGNED BY THE CEO, FORMS PART OF THIS
ANNUAL REPORT
The Board has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.The Insider
trading Policy of the Company covering code of practices and procedures for fair
disclosure of Unpublished Price Sensitive Information and Code of Conduct for the
prevention of Insider Trading has been posted on the website of the Company
(https://tilakfinance.files.wordpress.com/).
All the Board members & KMPs have affirmed compliance with the said
code of conduct for the year ended on 31st March, 2025.
MATERIAL CHANGES AND COMMITMENTS
No material changes have occurred and commitments made, affecting the
financial position of the Company, between the end of the financial year of the Company
and the date of this report.
There are no details in respect of frauds reported by auditors under
section 143 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribedin Form AOC - 2 are appended as "Annexure
-II".
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules are provided as under. The percentage increase
in remuneration of each Director, Chief Financial Officer and Company Secretary during the
financial year 2024-2025, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2024-2025 and the
comparison of remuneration of each Key Managerial Personnel (KMP) against the performance
of the Company are as under: (Rs in Lacs)
Sr. No |
Name of Director/KMP |
Remuneration Received |
% increase in
Remuneration in the Financial year 2024-25 |
Ratio of remuneration of
each Director to median remuneration of employees |
1 |
Mr. Girraj Kishor Agrawal
(Managing Director) |
162 |
NIL |
67.50 |
2 |
Mrs. Tanu Girraj Agrawal (Non-
Executive - Non- Independent Director) |
NIL |
NIL |
NIL |
3 |
Mrs. Tarannum Bano (Chief
Financial Officer) |
0.90 |
NIL |
0.39 |
4 |
Mr. Davendra Kumar* (Company
Secretary) |
2.4 |
NIL |
1.00 |
5 |
Mr. Chirag Goyal**
(Non-Executive Independent Director) |
NIL |
NIL |
NIL |
6 |
Mr. Vikash Kulhriya
(Non-Executive Independent Director) |
NIL |
NIL |
NIL |
7 |
Mr. Pratham Jethliya
(Non-Executive IndependentDirector) |
NIL |
NIL |
NIL |
8 |
Mr. Ashish Kachhara
(Non-Executive Independent Director) |
NIL |
NIL |
NIL |
*Mr. Davendra Kumar, Company Secretary of the Company tendered his
resignation w.e.f. from 7th May, 2025.
**Mr. Chirag Goyal, Independent Director of the Company, tendered his
resignation w.e.f. from 28th March 2025.
All appointments are / were non-contractual.
There were 5 employees on the roll of Company as on March 31, 2025.
The median remuneration of employees of the Company during the
financial year was Rs. 2.4 lakhs
Remuneration as shown above comprises of Salary, Leave Salary, Bonus,
Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and
Remuneration on Cash basis.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section
134(3)(m) of the Act read with Companies' (Accounts) Rules, 2014
regarding Conservation of Energy and Technology Absorption, and research and development
are not applicable to the Company.
FOREIGN EXCHANGE
The Company has Exported Maize during the Year under review thereby
earning Foreign Exchange.
AUDITORS
a) STATUTORY AUDITORS
At the Annual General Meeting of the Company held on 06th September,
2023, M/s. Bansal Gourav & Associates, Chartered Accountant, were appointed as
statutory auditors of the Company for a term of five years [i.e., till the conclusion of
47th Annual General Meeting.] The requirement to place the matter relating to appointment
of auditors for ratification by members at every AGM has been done away by the Companies
(Amendment) Act, 2017 with effect from 07th May, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of Statutory auditors at the ensuing AGM.
However, M/s. Bansal Gourav & Associates., Chartered Accountants
the Statutory Auditor of the Company has resigned before the completion of their term
w.e.f. 19th August, 2025, the Board of Directors in their meeting held on 29th
August, 2025, proposed the name of M/s. Pravin Chandak & Associates. to be appointed
as the new Auditors of the Company, which is subject to the approval of the members in the
upcoming Annual General Meeting.
The Auditors Report for the financial year 2024-25, does not contain
any qualification, reservation or adverse remark.
b) SECRETARIAL AUDITORS
Pursuant to the requirements of Section 204(1) of the Act, and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. HRU & Associates, Practicing Company Secretaries, to
conduct the Secretarial Audit for the financial year 2024-2025. The Secretarial Audit
Report received fromM/s. HRU & Associates is appended to this Report as Annexure
III.
c) INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act,
2013, the Company has appointed an Internal Auditor who reports to the Audit Committee.
Quarterly internal audit reports are submitted to the Audit Committee which reviews the
audit reports and suggests necessary action.
During the year under review, Board has appointed Mr. Ronak Ashok
Surani, Mumbai as Internal Auditor of the Company for the Financial Year 2024-2025 and
2025-2026 w.e.f. 7th August, 2024.
CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS
Company have taken Certificate from Practicing Company Secretary that
none of the Directors on the Board of the Company are disqualified as on 31.03.2025 in
accordance with Regulation 34(3) read with Schedule V Para C sub clause 10 (i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 annexed as
Annexure IV
INDEPENDENT DIRECTORS
a) Disclosure of Independence:
The Independent Directors have confirmed and declared that they are not
disqualified to act as an Independent Director in compliance with the provisions of
Section 149 of the Companies Act, 2013 and the Board is also the opinion that the
Independent Directors fulfils all the conditions specified in the Companies Act, 2013
making them eligible to act as Independent Directors.
b) Familiarization Programmes:
As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the details of the familiarization Programmes for
Independent Directors have been detailed out in the Corporate Governance Report forming
part of the Annual Report and are also disclosed on the website of the Company at
https://tilakfinance.wordpress.com/.
a) Meeting:
The details of the meeting of Independent Directors are given in
Corporate Governance Report forming part of the Annual Report.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
ANALYSIS
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI. In
compliance with Regulation 34 and Schedule V of SEBI Listing Regulation 215, report on
Corporate Governance is annexed as Annexure- VI, along with a certificate from the
Secretarial Auditors of the Company on compliance with the provisions and forms part of
the Annual Report as Annexure VII
COMPLIANCE WITH SECRETARIAL STANDARDS
Company is in compliance with applicable Secretarial Standards.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE
The Company is committed to provide a healthy environment to all
employees and thus does not tolerate any sexual harassment at workplace. The Company has
in place a Prevention of Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the workplace (Prevention, Prohibition &Redressal) Act,
2013, An Internal Complaints Committee has also been set up to redress complaints received
on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are
covered under this policy. Your Directors state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the year under review, the company has not received any
complaint of sexual harassment.
APPRECIATION & ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their sincere
gratitude for assistance and cooperation received from banks, financial institutions,
shareholders, business associates and esteemed customers for their continued support and
assistance during the year. Your Directors also place on record their appreciation for the
excellent contribution made by all employees of Tilak Ventures Limited through their
commitment, competence, co-operation and diligence to duty in achieving consistent growth
of the Company.
On behalf of the Board of Directors |
|
Sd/- |
Sd/- |
Girraj Kishor Agrawal |
Tanu Agrawal |
Managing Director |
Director |
DIN: 00290959 |
DIN: 00290966 |
Date: 29/08/2025 |
|
Place: Mumbai |
|
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