Dear Members,
Your Directors have pleasure in submitting their 10th Annual
Report of Afloat Enterprises Limited (formerly Adishakti Loha and Ispat Limited)
(hereinafter referred as "Your Company") together with the Audited Statements of
Accounts for the year ended March 31, 2025.
YOUR COMPANY OVERVIEW
Y our Company was originally incorporated on January 08, 2015 as a
Private Limited Company with the name Aawas Infratech Private limited under the provisions
of the Companies Act, 2013. The name of Your Company has been changed from Aawas Infratech
Private Limited to Adishakti Loha and Ispat Private Limited on dated October 01, 2019.
Further upon an intimation made for conversion into Public Limited Company and after the
approval of ROC dated March 04, 2020 the name of the said company is this day changed to
Adishakti Loha and Ispat Limited.
Further that name of Your Company has been changed from Adishakti Loha
and Ispat Limited to Afloat Enterprises Limited with effect from October 26, 2023.
Currently Your Company is engaged in the business of trading in metals
with its core focus on trading in gold bars & coins also carry on the business to
sell, buy, trade, import and export of wheat, rice, paddies, corn, oils and all other
commodities in India and abroad.
The Equity Shares of Your Company are listed and traded on SME Platform
of BSE Limited (hereinafter referred as "the Exchange")
FINANCIAL RESULTS
Your Company?s financial performance for the year under review
along with previous year figures is given hereunder:
| PARTICULARS |
March 31, 2025 |
March 31, 2024 |
|
(Rs."000") |
(Rs."000") |
| I. INCOME |
|
|
| Revenue From Operations |
60,985.19 |
18876.12 |
| Other Income |
3,498.61 |
4428.45 |
| Total Income |
64,483.79 |
23304.57 |
| Total Expenses |
60668.62 |
22485.46 |
| Profit/ (Loss) before Tax |
3,815.17 |
809.11 |
| Tax Expenses |
|
|
| Current Income Tax |
918.36 |
462.01 |
| Deferred Tax |
47.53 |
83.08 |
| MAT Adjustment |
106.58 |
(3.92) |
| Net Profit/(loss) after Tax |
2742.70 |
277.94 |
| Earnings per share (Basic) |
0.60 |
0.06 |
| Earnings per Share (Diluted) |
0.52 |
0.06 |
BRIEF DESCRIPTION OF YOUR COMPANY?S WORKING DURING THE YEAR
The total revenue from operations of Your Company for the year ended
March 31, 2025 is decreased to Rs.644.83 lacs as against Rs. 233.04 lacs for the year
ended March 31, 2024. The Profit before tax increase to Rs. 38.15 lacs as compared to Rs.
8.19 lacs in the previous year. The Profit after tax for the year ended March 31, 2025 is
of Rs. 27.42 lacs compared to profit after tax of Rs. 2.77 lacs in the previous year ended
March 31, 2024.
STATE OF YOUR COMPANY?S AFFAIRS
With the expected positive momentum in the Indian economy, the Company
is focused on growth and achieving profitability along with a renewed commitment to
customer service. Innovations, investment and positive modifications are expected in the
near future, boosting the Company's revenue. Together with forward looking strategy, the
Company is also focusing extensively on expanding the business and operational
improvements through various strategic projects for operational excellence.
RESERVES
Your Company has transferred an amount of Rs. 27.42 lacs to general
reserve out of the profits of the year. DIVIDEND
Your Company needs further funds to enhance its business operations, to
upgrade the efficiency and to meet out the deficiencies in working capital. Your
Directors, therefore, do not recommend any dividend on Equity Shares for the financial
year 2024-25.
SHARE CAPITAL
The present Authorised Share Capital of Your Company is
Rs.19,56,00,000/- (Rupees Nineteen Crore Fifty-Six Lakh Only) divided into 1,95,60,000
(One Crore Ninety-Five Lakh Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.
Issued, Subscribed and Paid-up Share Capital of Your Company as on
March 31, 2025 is Rs. 4,55,80,000 /- (Rupees Four Crores Fifty-Five lacs Eighty Thousand
Only) divided into 45,58,000 (Forty-Five Lacs Eighty Thousand) Equity Shares of Rs.10/-
(Rupees Ten) each.
During the year, Your Company had issued 80,00,000 (Eighty lakhs)
convertible warrants on preferential basis to the allotee as approved by the shareholders
in the EGM held on February 08,2025 and the same also be converted and allotted into
Equity Share with the approval of the Exchange.
Issue, Allotment, Conversion of Warrants and BSE Approvals
During the financial year 2024-25, the Company issued and allotted
80,00,000 convertible warrants dated March 01, 2025 on a preferential basis to
Promoters/Non-Promoters pursuant to the shareholders? approval obtained at the
Extraordinary General Meeting held on February 08, 2025, in compliance with the provisions
of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018.
Each warrant entitles the holder to apply for and be allotted one fully
paid-up equity share of face value ?10 each at a price of ^12.80 per share (including
premium), within a period of [18 months] from the date of allotment.
Warrants issued, were converted into equity shares during the year
dated May 16, 2025 under review upon receipt of the full subscription money and receipt of
written Requests from the Warrant holders for the exercise of the option for conversion of
Warrants allotted to them from the respective allottees.
The Board accordingly approved the allotment of 80,00,000 equity shares
on May 16, 2025.
The Company obtained the in-principle approval from BSE Limited dated
February 21, 2025 for the issue of 80,00,000 warrants convertible into 80,00,000 Equity
Shares of Rs. 10/- each, vide letter dated LOD/PREF/TT/FIP/1843/2024-25. Subsequently, the
Company received the final listing approval from BSE Limited dated July 25, 2025 for the
listing said equity shares vide letter dated LOD/PREF/KS/FIP/603/2025-26. Thereafter dated
August 13, 2025 company has also received trading approval from BSE Limited for the
trading of equity shares on the exchange, vide letter dated LOD / PREF / SV / 230/
2025-2026.Now the new Equity Shares of the company have been listed and are being traded
on BSE Limited.
The funds raised through warrant subscription and conversion are being
utilized for purpose in line with the disclosures made at the time of issuance.
DEPOSITS
During the year under review, Your Company has not accepted any
deposits from the public under Section 73 of the Companies Act, 2013 and rules made there
under. There is no unclaimed or unpaid deposit lying with the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
Your Company had made some investments, and given loans, guarantees and
securities covered under Section 186 of the Companies Act,2013 during the financial year
under review. The details in respect of investments as Per Section 186 (4) made have been
disclosed in the notes to the financial statements.
CHANGE IN NATURE OF BUSINESS
During the year under review there is no change in the nature of
business of Your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required to be given pursuant to section 134(3)(m) ofthe
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and forming part of
Board?s Report for the year ended March 31, 2025 are given as below:
A. Conservation of Energy
The provision related conservation of energy does not apply to Your
Company, therefore the information as required under the Companies (Accounts) Rules, 2014
is not given. However, Your Company is conscious about its responsibility to conserve
energy, power, and other energy sources wherever possible. We emphasis towards a safe and
clean environment and continue to adhere to all regulatory requirements and guidelines.
B. Technology Absorption
Your company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our activities to improve
efficiency levels.
Expenditure on Research and Development
During the period under revie, Your Company has not incurred any
expenditure on R&D.
| S. No. Parameters |
F.Y. 2024-25 |
F.Y.2023-24 |
| a) Capital Expenditure |
0.00 |
0.00 |
| b) Recurring |
0.00 |
0.00 |
C. Foreign Exchange Earnings and Outgo
Details of Foreign Exchange, earnings and outgo are given as below:-
| S. No. Particulars |
F.Y. 2024-25 |
F.Y.2023-24 |
| 1) Foreign Exchange earning |
Nil |
Nil |
| 2) Foreign exchange outgoing |
Nil |
Nil |
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
YOUR COMPANY
In the opinion of the Board, there has been no material changes and
commitments, if any, affecting the financial position of Your Company which have occurred
between the end of the financial year of Your Company to which the financial statements
relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details, as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure-A"
of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has
been appended separately, are given in "Annexure-B of this Report.
CORPORATE GOVERNANCE
Pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate
Governance as specified in Regulations 17 to 27, clauses (b) to (i) and (t) of
subregulation (2) of Regulation 46, and para-C, D, and E of Schedule V shall not apply to
entities which have listed their specified securities on the SME Platform of the any Stock
Exchange.
Since Your Company is listed on the SME platform of BSE Limited, the
above-mentioned Corporate Governance provisions are not applicable to Your Company.
Your Company will ensure compliance with the applicable provisions as
and when they become applicable under the SEBI (LODR) Regulations, 2015.
SUBSIDIARIES, HOLDING, JOINT VENTURES OR ASSOCIATE COMPANIES
Your Company does not have any Subsidiary, Holding, Joint Venture or
Associate Company RISK MANAGEMENT
While the business risk associated with operating environment,
ownership structure, Management, System & Policy, the financial risk lies in Asset
Quality, Liquidity, Profitability and Capital Adequacy. Your company recognizes these
risks and makes best effort to mitigate them in time. Risk Management is also an integral
part of Your Company?s business strategy.
Business Risk Evaluation and Management is an ongoing process within
the Organization. Your Company has a robust risk management framework to identify, monitor
and minimize risk as also identify business opportunities.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Provisions of Section 135 detailing Corporate Social Responsibility are
not applicable to Your Company. INTERNAL CONTROL SYSTEMS
Your Company?s Internal Control System is designed to ensure
operational efficiency, protection and conservation of resources, accuracy and promptness
in financial reporting and compliance with laws and regulations. The internal control
system is supported by an internal audit process for reviewing the adequacy and efficiency
of Your Company?s internal controls, including its systems and processes and
compliance with regulations and procedures.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Your Company has complied with all the applicable environmental law and
labour laws. Your company has been complying with the relevant laws and has been taking
all necessary measures to protect the environment and maximize worker protection and
safety.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Board of Directors
As on March 31, 2025, Your Board comprised of 4 (Four) Directors which
includes Four Non-Executive Directors out of which three are Independent Directors
(including women director). Your Directors on the Board possess experience, competency and
are renowned in their respective fields. All Directors are liable to retire by rotation
except Independent Directors whose term of 5 consecutive years was approved by the
Shareholders of the Company in the Annual General Meeting.
Composition of Board of Directors as on March 31, 2025:
| S.NO NAME OF DIRECTOR |
STATUS |
| 1. Mr. Pawan Kumar Mittal |
Non-Executive Director |
| 2. Mr. Kanwar Nitin Singh |
Non-Executive Independent Director |
| 3. Mr. Lovish Kataria |
Non-Executive Independent Director |
| 4. Mrs. Swati Jain |
Non-Executive Independent Director |
During the financial year following changes in the Management are:
1. Mrs. Kiran Mittal, (00749457) Non-Executive- Non-Independent
Directors of Your Company has resigned from the Board w.e.f 11.05.2024.
2. Mr. Kanwar Nitin Singh, (10204543) appointed as Non-Executive
Independent Directors w.e.f 02.09.2024 with the approval of members in the AGM held on
30.09.2024
Key Managerial Personnel
As on March 31, 2025, following members holds the position of Key
Managerial Personnel are:
Mrs. Pallavi Sharma,(PAN-CXEPS9389B) Company Secretary& Compliance
Officer
Mrs. Anshu Aggarwal,(PAN-ACKPA7147A) Chief Financial Officer &
Chief Executive Officer
DIRECTORS RETIRES BY ROTATION
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of Your Company, Mr. Pawan Kumar Mittal, Non-Executive Director of
Your Company, is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offer himself for re-appointment. The Directors recommend the said
reappointment. Item seeking your approval on the above re-appointment is included in the
Notice convening the Annual General Meeting.
BOARD EVALUATION
The performance of Your Board was evaluated by Your Board after seeking
inputs from all Your Directors on the basis of the criteria such as the board composition
and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by Y our Board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman 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 Your Board, its
Committees and individual directors was also discussed. Performance evaluation of
Independent Directors was done by the entire board, excluding the independent director
being evaluated.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013 read with the
Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has
received declarations from all the Independent Directors of the Company confirming that
they meet the 'criteria of Independence' as prescribed under Section 149(6) of the
Companies Act, 2013 and have submitted their respective declarations as required under
Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
FAMILIARIZATION PROGRAMME
Your Company has put in place an induction and familiarization
programme for all its Directors including the Independent Directors.
DIRECTORS? APPOINTMENT AND REMUNERATION POLICY
Your Company?s policy on directors? appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub section (3) of Section 178
of the Companies Act, 2013, as is adopted by the Board.
Your Company has adopted a comprehensive policy on Nomination and
Remuneration of Directors on the Board. As per such policy, candidates proposed to be
appointed as Directors on the Board shall be first reviewed by the Nomination and
Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration
Committee shall formulate the criteria for determining the qualifications, positive
attributes and independence of a Director and recommend to the Board a policy, relating to
the Remuneration for the Directors, Key Managerial Personnel and other employees. The
Nomination and Remuneration Committee shall ensure that—
a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the
company successfully;
b) Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c) Remuneration to directors and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the company and its goals. During the year under review,
none of the Directors of Your Company receive any remuneration.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, your directors
hereby confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31stMarch, 2025, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
(b) the directors 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;
(c) 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 preventing and
detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts for the financial
year ended 31st March, 2025, on a going concern basis;
(e) the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively;‘ and
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
MEETINGS Board Meetings
The Board of Directors of the Company met Seven (7) times during the
financial year 2024-25. The meetings of Board of Directors were held on May 11, 2024, May
24, 2024, September 02, 2024 , November 13, 2024 January 07, 2025, January 14, 2025, and
March 01, 2025.
The Minutes of the Meetings of the Board of Directors are discussed and
taken note by the board of directors.
The Statutory Auditor, Internal Auditor and Executive Directors/ Chief
Financial Officer are invited to the meeting as and when required.
The composition of the Board of Directors, their attendance at Board
Meetings and last Annual General Meeting is as under:
| Name of the Director |
Designation |
Category |
Number of Board Meetings during
the year |
Attendance of Last AGM |
|
|
|
Held |
Attended |
|
| Pawan Kumar Mittal |
Director |
Non Executive- Non Independent |
7 |
7 |
Yes |
| Kiran Mittal |
Director |
Non Executive- Non Independent |
7 |
1* |
No |
| Kanwar Nitin Singh |
Director |
Non Executive- Independent |
7 |
4* |
Yes |
| Swati Jain |
Director |
Non Executive- Independent |
7 |
7 |
Yes |
| Lovish Kataria |
Director |
Non Executive- Independent |
7 |
7 |
Yes |
1. Mrs. Kiran Mittal ,Non Executive- Non-Independent directors of the
Company has resigned from the Boarc w.e.f 11.05.2024.
2. Mr. Kanwar Nitin Singh appointed as Non Executive- Independent
directors held on 30.09.2024.
The necessary quorum was present in all the meetings. The intervening
gap between any two meetings was not more than one hundred and twenty days as prescribed
by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015. The agenda and Notice for all the Meetings was prepared and circulated
in advance to the Directors.
Independent Directors Meetings
In due compliance with the provisions of the Companies Act, 2013 read
with the rules made there under a separate meeting of independent directors, performance
of non-independent directors, performance of the board as a whole was evaluated, taking
into account the views of 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 discussed.
One (1) meeting of Independent Directors was held on March 01, 2025
during the year 2024-25.
COMMITTEE MEETINGS Audit Committee
The primary objective of the Audit Committee is to monitor and provide
effective supervision of the management?s financial reporting progress with a view to
ensuring accurate timely and proper disclosures and transparency, integrity and quality of
financial reporting. The Committee oversees the work carried out by the management,
internal auditors on the financial reporting process and the safeguards employed by them.
The board has re-constituted the Audit Committee in accordance with the
requirement of Companies Act, 2013 and other applicable provisions. All members of Audit
Committee are financially literate and have financial management expertise. The Audit
Committee comprises of three independent directors as members out of which one is chairman
of this committee.
The Audit Committee met Two times during the financial year 2024-25.
The meetings of Audit Committee were held on May 24, 2024 and November 13, 2024 .The
Minutes of the Meetings of the Audit Committee are discussed and taken note by the board
of directors.
The Statutory Auditor, Internal Auditor and Executive Directors are
invited to the meeting as and when required. The Composition of the Audit Committee and
their attendance at the Meetings are as follows:
Nomination and Remuneration Committee
The policy formulated under Nomination and Remuneration Committee are
in conformity with the requirements as per provisions of sub-Section (3) of Section 178 of
Companies Act, 2013 and the SEBI (Listing Obligations and
| Name |
Designation |
No. of Meetings |
| Mrs. Swati Jain |
Chairman |
2 |
2 |
| Mr. Pawan Kumar Mittal |
Member |
2 |
2 |
| Mr. Lovish Kataria |
Member |
2 |
2 |
Disclosure Requirements) Regulations, 2015. The Company had Constituted
Nomination and Remuneration Committee to decide and fix payment of remuneration and
sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies
Act, 2013.
The terms of reference of the remuneration committee in brief pertain
to inter-alia, determining the Companies policy on and approve specific remuneration
packages for executive director (s)/Manager under the Companies Act, 2013 after taking in
to account the financial position of the Company, trend in the industry, appointees
qualification, experience, past performance, interest of the Company and members.
This Nomination & Remuneration committee will look after the
functions as enumerated u/s 178 of the Companies Act, 2013. This Committee has comprises
three independent directors as members out of which one member is chairman of the
committee.
The Nomination and Remuneration Committee met Two (2) time during the
financial year 2024-25. The meetings of Nomination and Remuneration Committee were held on
May 11, 2024 and September 02, 2024
The Minutes of the Meetings of the Nomination and Remuneration
Committee are discussed and taken note by the board of directors.
The Statutory Auditor, Internal Auditor and Executive Directors are
invited to the meeting as and when required. The Composition of the Nomination and
Remuneration Committee and their attendance at the Meetings are as follows:
Stakeholder?s Relationship Committee
The scope of the Stakeholders? Relationship Committee is to review
and address the grievance of the shareholders
| Name |
Designation |
No. of Meetings |
| Name |
Designation |
Held |
Attended |
| Mrs. Swati Jain |
Chairman |
2 |
2 |
| Mr. Pawan Kumar Mittal |
Member |
2 |
2 |
| Mr. Lovish Kataria |
Member |
2 |
2 |
in respect of share transfers, transmission, non-receipt of annual
report, non-receipt of dividend etc, and other related activities. In addition, the
Committee also looks into matters which can facilitate better investor?s services and
relations.
In compliance with the provisions of Section 178 of the Companies Act,
2013 and the provisions of SEBI (Listing Obligations & Disclosures Requirements)
Regulations, 2015, the Company has an independent Stakeholders' Relationship Committee to
consider and resolve grievances of the Shareholders/Investors. This Committee has
comprises three directors as members out of which one member is chairman of the committee.
The Stakeholder's Relationship Committee met One (1) time during the
financial year 2024-25. The meetings of Stakeholder's Relationship Committee were held on
November 13, 2023.
The Minutes of the Meetings of the Stakeholders? Relationship
Committee are discussed and taken note by Your Board of Directors.
The Statutory Auditor, Internal Auditor and Executive Directors are
invited to the meeting as and when required. The Composition of the Stakeholders?
Relationship Committee and Their Attendance at the Meetings are as follows:
| Name |
Designation |
No. of Meetings |
|
|
Held |
Attended |
| Mrs. Swati Jain |
Chairman |
1 |
1 |
| Mr. Pawan Kumar Mittal |
Member |
1 |
1 |
| Mr. Lovish Kataria |
Member |
1 |
1 |
Company Secretary & Compliance Officer
| Name |
Mrs. Pallavi Sharma, PAN-CXEPS9389 Company Secretary &
compliance Officer |
| Contact Details |
325, IIIrd Floor, Aggarwal Plaza, Sector-14,
Rohini, New Delhi 110085 |
| E- mail Id |
info@adishaktiloha.com |
SHAREHOLDERS MEETINGS
Annual general meeting of Shareholders: September 30, 2024 .
Extra Ordinary General Meeting of Shareholders : February 08, 2025
STATUTORY AUDITORS
There are no qualifications, reservations or adverse remarks made by
M/s V. N. Purohit & Co., Chartered Accountants (FRN: 304040E), Statutory Auditors, in
their report for the financial year ended March 31, 2025.
Pursuant to provisions of Section 143(12) of the Companies Act, 2013,
the Statutory Auditors have not reported any incident of fraud to the Audit Committee
during the year under review.
Accordingly, the notice of ensuing Annual General Meeting does not
include the proposal for seeking shareholders? approval for ratification of
appointment of Statutory Auditors of the company
The Statutory Auditors have confirmed that they are not disqualified to
act as Auditors and are eligible to hold office as Auditors of your Company.
Statutory Auditors Observations
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The Auditor's Report does
not contain qualifications, reservations, adverse remarks or disclaimer.
Statutory Auditors Reports
The Statutory Auditors have given an audit report for Financial Year
2024-25, are given in" Annexure D" of this report.
SECRETARIAL AUDITORS
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 of Directors of the Company has appointed M/s G Aakash &Associatesto undertake
the Secretarial Audit of the Company for the Financial Year 2024-25.
SECRETARIAL AUDITORS REPORTS
The Secretarial Auditors have given Secretarial audit report in Form
MR-3 for financial year 2024-25, are given in "Annexure C" of this report.
INTERNAL AUDITORS
Pursuant to the provision of Section 138 of the Companies Act, 2013 has
mandated the appointment of Internal Auditor in the Company. Accordingly, the Board had
appointed of M/s. Shweta Goel & Co ( FRN :034678C)., Chartered Accountants as the
Internal Auditors of the Company for a period of one year i:e FY 2024-25.
Internal Auditors Reports
The Internal Auditors have placed their internal audit report to the
company.
Internal Auditors Observations
Internal Audit Report was self explanatory and need no comments.
SIGNIFICANT AND MATERIAL ORDERS
There is no Significant Material order Passed during the Y ear.
RELATED PARTY TRANSACTIONS
In order to transactions with related parties falls under the scope of
section 188(1) of the Act, the Information on transactions with related parties pursuant
to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,
2014 are given as per are as per Form AOC-2.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, the
annual return of the company in form MGT- 7 for the year will be available on the website
of the company https://adishaktiloha.com/corporate-announcements
DEMATERIALISATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization
of its equity shares. The ISIN- INE0CWK01019 has been allotted for the Company. Therefore,
the matter and/or investors may keep their shareholding in the electronic mode with their
Depository Participates. 100.00% of the Company?s Paid-up Share Capital is in
dematerialized form as on March 31, 2025.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES
In order to ensure that the activities of the company and its employees
are conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty, integrity and ethical behavior of the company has adopted a
vigil mechanism policy. The aim of the policy is to provide adequate safeguards against
victimization of whistle blower who avails of the mechanism and also provide direct access
to the Chairman of audit Committee, in
appropriate and exceptional cases. Accordingly, ‘Whistle Blower
Policy? has been formulated with a view to provide a mechanism for the Directors and
employees of the Company to approach the Ethics Counselor or the Chairman of the audit
Committee of the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing to raise a concern
about irregularities within the Company. This policy is also posted on the website of the
company.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to members of the Board and all employees in the course of day to day business
operations of the company. The Code has been placed on the Company?s website
https://adishaktiloha.com/ . The Code lays down the standard procedure of business conduct
which is expected to be followed by the directors and the designated employees in their
business dealings and in particular on matters relating to integrity in the work place, in
business practices and in dealing with stakeholders. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2024-25:
a. Number of sexual harassment complaints received - NIL
b. Number of sexual harassment complaints disposed off - NIL
c. Number of sexual harassment complaints pending beyond 90 days - NIL
DISCLOSURES WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING
TO THE MATERNITY BENEFIT ACT 1961:
Your 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 Period under review.
Number of employees as on the closure of the financial year
a. Female -4
b. Male - 2
c. Transgender - 0
HUMAN RESOURCES
People remain the most valuable asset of your Company. Your Company
follows a policy of building strong teams of talented professionals. Your Company
continues to build on its capabilities in getting the right talent to support different
products and geographies and is taking effective steps to retain the talent. It has built
an open, transparent and meritocratic culture to nurture this asset.
The Company recognizes people as its most valuable asset and The
Company has kept a sharp focus on Employee Engagement. The Company?s Human Resources
is commensurate with the size, nature and operations of the Company.
DISCLOSURE OF FRAUDS IN THE BOARD?S REPORT UNDER SECTION 143 OF
THE COMPANIES ACT, 2013
During the year under review, Your Directors do not observe any
transactions which could result in a fraud. Your Directors hereby declares that the
Company has not been encountered with any fraud or fraudulent activity during the
Financial Year 2024-25.
OTHER DISCLOSURES
Your Directors state that during the financial year 2024-25:
• Your Company did not issue any Equity Shares with differential
rights as to dividend, voting or otherwise.
• Your Company did not issue any Sweat Equity shares.
• Your Company does not have any scheme of provision of money for
the purchase of its own shares by employees or by trustees for the benefit of employees.
During the year,your company has allotted convertible warrants dated
March 01, 2025 COMPLIANCE
Your Company has complied and continues to comply with all the
applicable regulations, circulars and guidelines issued by the Ministry of Corporate
Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval by the Central Government to the Secretarial
Standards specified by the Institute of Company Secretaries of India on April 10, 2015,
the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards
were revised with effect from October 01, 2017. The Company is in compliance with the
Secretarial Standards.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Companies Act, 2013 regarding Corporate Social
Responsibility shall not be applicable to companies having net worth not exceeding Rs. 500
Cr or turnover not exceeding Rs. 1,000 Cr or net profit not exceeding Rs. 5 Cr or more
during any financial year, as on the last date of previous financial year. In this
connection, we wish to inform you that in respect of our company as on the last audited
balance sheet as at March 31, 2025 neither the net worth exceeds Rs. 500 Cr nor turnover
exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5 Cr. Hence, the provisions of Companies
Act, 2013 regarding Corporate Social Responsibility would not be applicable.
CAUTIONARY NOTE
The statements forming part of the Board?s Report may contain
certain forward looking remarks within the meaning of applicable securities laws and
regulations. Many factors could cause the actual results, performances or achievements of
the Company to be materially different from any future results, performances or
achievements that may be expressed or implied by such forward looking statements.
ACKNOWLEDGEMENT
Your Board expresses its sincere gratitude to the shareholders, bankers
and clients for their continued support. Your Board also wholeheartedly acknowledges with
thanks the dedicated efforts of all the staff and employees of the Company.
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