Dear Shareholders,
The Board of Directors hereby submits the report of the business and operations of
Identixweb Limited ("the Company"), along with the Standalone and consolidated
audited financial statements, for the financial year ended March 31, 2025.
CORPORATE OVERVIEW:
Incorporated in 2017, Our Company, as an IT firm, is involved in providing Software as
a service (SAAS) - based digital product solutions. Our Company offers E-Commerce Store
Development, Web App Development, UI/UX Design, Website development, Customize Software
Development, support and maintenance with a primary focus on Shopify application
development. The primary goal of our company is to deliver applications online,
eliminating the need for installation and maintenance. Our products include more than 10
Shopify applications that are conversion-optimized and tailored made to meet customer
needs. We provide our products and services worldwide across a wide range of sectors. Our
company specializes in Shopify application development, which focuses on creating
applications that enhance the functionality and performance of Shopify stores. These
applications can range from tools that improve store management and customer engagement to
features that optimize sales and streamline operations. Shopify is a leading e-commerce
platform that powers over a million businesses worldwide. Its flexibility and scalability
make it an ideal choice for businesses of all sizes. However, to truly maximize the
potential of a Shopify store, merchants often need custom applications that cater to their
specific needs. Our extensive experience and deep understanding of the Shopify platform
enable us to deliver top-tier Shopify solutions. We are committed to ensure that all our
services are executed with the highest level of precision and customer satisfaction. Our
dedication to excellence has earned us a reputation for delivering innovative, reliable,
and efficient Shopify solutions that help merchants achieve their business goals. The
Company provides the following services as below:
Shopify Application Development:
Shopify application development focuses on creating software solutions that enhance the
functionality and performance of Shopify stores. These apps can be either public,
available to any Shopify merchant via the Shopify App Store, or custom, tailored to meet
the specific needs of individual businesses. By leveraging Shopify apps, merchants can
streamline their operations, improve customer experience, and boost sales. From inventory
management to marketing automation, these applications empower merchants to optimize their
online stores and succeed in the competitive e-commerce landscape.
NODE Js Development:
Node.js is a powerful engine that runs JavaScript code outside of a web browser,
commonly used to build fast and efficient servers. It enables websites and applications to
handle multiple tasks simultaneously, ensuring smooth and quick responses. This makes it
an excellent tool for developers creating online services and applications.
PHP Development:
PHP development involves using the PHP programming language to create websites and web
applications. PHP is like a translator that sits on the server, taking requests from your
browser and sending back the right web pages or data. It's popular because it's easy to
learn, flexible, and works well with databases, which makes it ideal for building dynamic
and interactive websites.
Web Application Development:
Web application development is the process of creating interactive websites that do
more than just show information. These web applications can perform tasks like online
shopping, managing emails, social networking, and more. Developers use various programming
languages and tools to build these applications so they can work on different devices,
including computers, tablets, and smartphones. The goal is to make these web applications
user-friendly, efficient, and accessible from anywhere with an internet connection.
React JS Development:
React.js development involves using the React library to build user interfaces,
especially for web applications. React.js makes it easy to create interactive and dynamic
web pages by breaking them into small, reusable components. This approach helps developers
manage complex interfaces efficiently and ensures that the web app runs smoothly and
quickly. React.js is popular because it allows developers to build modern, responsive
websites that provide a great user experience.
FINANCIAL YEAR 2024-25 AT GLANCE:
in Lakhs
PARTICULARS |
Standalone |
Consolidated |
| F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2024-25 |
F.Y. 2023-24 |
| Revenue from Operations |
853.38 |
632.90 |
909.32 |
633.36 |
| Add: Other Income |
45.80 |
26.80 |
12.13 |
32.89 |
Total Income |
899.19 |
659.70 |
921.45 |
666.25 |
| Less: Total Expenses before Depreciation, |
245.24 |
286.27 |
316.24 |
304.38 |
| Finance Cost and Tax |
|
|
|
|
Profit before Depreciation, Finance Cost and Tax |
653.95 |
373.43 |
605.21 |
361.87 |
Less: Depreciation and amortization expense |
78.95 |
80.35 |
108.81 |
81.67 |
| Less: Finance Cost |
0.00 |
5.43 |
0.00 |
6.82 |
Profit Before Extraordinary & Exceptional |
575.00 |
287.64 |
496.41 |
273.38 |
Items and Tax |
|
|
|
|
| Add: Extraordinary & Exceptional Items |
4.17 |
75.00 |
4.17 |
75.00 |
Net Profit Before Tax |
579.17 |
362.64 |
500.58 |
348.38 |
| Less: Tax expenses |
167.91 |
91.75 |
167.91 |
91.75 |
Net Profit After Tax |
411.26 |
270.90 |
332.67 |
256.63 |
Net Profit/ (loss) attributable to minority interest |
- |
- |
(39.31) |
(7.14) |
Profit/ (loss) attributable to Parent |
411.26 |
270.90 |
371.98 |
263.76 |
Financial Performance - On Standalone Basis
During the year under review, the revenue from operation of the Company was stood at
853.38 Lakhs as against that of 632.90 Lakhs for previous year. The primary reason for
increase revenue was increase in supply of services. During FY 2024-25, the Company
generated revenue of 220.36 Lakhs as against that of 39.23 Lakhs during FY 2023-24. Our
company provides a wide range of development services beyond Shopify, through Node.js,
PHP, and React.js development across world. Profit before Tax for the financial year
2024-25 stood at 579.17 Lakhs as against Profit before Tax of 362.64 Lakhs for the
financial year 2023-24. The primary reason for increase in Profit before Tax was increase
in revenue. The net profit of 411.26 Lakhs for the financial year 2024-25 as against the
net profit of 270.90 Lakhs for the financial year 2023-24.
Financial Performance - On Consolidated Basis
During the year under review, the total revenue of the Company was stood at 909.32
Lakhs as against that of 633.36 Lakhs for previous year. Revenue from operation of the
Company was increased by 34.84% over previous year. The primary reason for increase
revenue was increase in supply of services. During FY 2024-25, the Company generated
revenue of 276.29 Lakhs as against that of 39.68 Lakhs during FY 2023-24. Profit before
Tax for the financial year 2024-25 stood at 500.58 Lakhs as against Profit before Tax of
348.38 Lakhs for the financial year 2024-25. The primary reason for increase in Profit
before Tax was increase in revenue. The net Profit of the Company (after adjustment of
minority interest) was 371.98 Lakhs for the financial year 2024-25 as against the net
Profit of 263.76 Lakhs for the financial year 2023-24. The Board expects a growth in the
Revenue from operations and ultimately an increase in the Net Profit over the upcoming
years. Moreover, Munim ERP Private Limited has started its operation on full fledge basis
which will also enhance the performance of the Company on consolidated basis.
SHARE CAPITAL:
During the year under review, following changes were carried out in the share capital
of the Company:
Authorized Capital
During the year under review, vide Special Resolution passed by the Members at their
Extra Ordinary General Meeting held on May 18, 2024, the authorized share capital of the
Company has been increased 10,00,00,000/- (Rupees Ten Crore only) divided into 1,00,00,000
(One Crores) Equity Shares of 10/- (Rupees Ten only) each to 11,00,00,000 /- (Rupees
Eleven Crores only) divided into 1,10,00,000 (One Crores and Ten Lakhs) Equity Shares of
10/- (Rupees Ten only) each. The Authorized share Capital of the Company, as at closure of
financial year 2024-25, was 11,00,00,000 /- (Rupees Eleven Crores only) divided into
1,10,00,000 (One Crores and Ten Lakhs) Equity Shares of 10/- (Rupees Ten only) each.
Issued, Subscribed & Paid-up Capital
Issued, Subscribed & Paid-up share Capital of the Company as at closure of
financial year 2024-25, was 736.16 Lakhs divided into 7361550 Equity Shares of 10.00 each.
After the end of financial year 2024-25, the Company came up with an Initial Public Offer
of 3080000 equity shares of 10.00 each at a price of 54 per equity share including a share
premium of 44 per equity share aggregating to 1,663.20 Lakhs. The said 3080000 equity
shares were successfully subscribed by the public and Company has made allotment of equity
shares on April 01, 2025. The entire Paid-up Equity shares of the Company was then listed
at SME Platform of Bombay Stock Exchange Limited (BSE). Issued, Subscribed & Paid-up
share Capital of the Company as on the date of this report, stood at 1044.16 Lakhs divided
into 10441550 Equity Shares of 10.00 each.
The required disclosures with respect to the allotment of equity during the under
review till the date of this report:
Description |
|
Particulars |
|
Date of issue and allotment of Shares |
Date of issue: |
Date of issue: |
Date of issue: |
| 01/07/2023 |
01/09/2025 |
17/06/2024 |
| Date of allotment: |
Date of allotment: |
Date of allotment: |
| 29/08/2023 |
22/09/2023 |
01/04/2025 |
Number of Shares |
4745 |
1222 |
3080000 |
Whether the issue of Shares was by way of preferential allotment,
private placement, public issue |
Preferential Allotment |
Preferential Allotment |
Public Issue |
Issue price |
INR 4,742/- per Share |
INR 4,742/- per Share |
INR 54/- per Share |
Maturity date |
NA |
NA |
NA |
Amount raised, specifically stating as to whether twenty five
percent of the consideration has been collected upfront from the holders of the warrants |
NA |
NA |
NA |
Terms and conditions of warrants including conversion terms |
NA |
NA |
NA |
DIVIDEND:
With view to save the profit for future expansion purpose, the Board of Directors
regret to recommend any dividend (Previous Year Nil).
TRANSFER TO GENERAL RESERVE:
Your directors do not propose to transfer any amount to the General Reserves. The Board
of Directors of the Company have decided to carry the entire amount of Net profit to the
Balance Sheet.
CHANGE IN NATURE OF BUSINESS:
During the year, your Company has not changed its business and continues to be in the
same line of business as per the main object of the Company.
REGISTERED OFFICE OF THE COMPANY:
During the year under review, the board in their meeting held on May 17, 2024, shifted
the registered office of the Company from ‘Shop-806, 8th FLR, R. J. D. Business Hub,
Wing B, Nagina Wadi, Kasha Nagar Rd, Katargam, SY. No. 3348, PL-12 Surat 395 004, Gujarat,
India' to ‘1st Floor, Plot No. 240, C. S. No. 1730, Nehru Nagar, L. H. Road, SY No.
46/A+2, TPS-4, Surat 395006, Gujarat, India' with effect from May 18, 2024.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board
The Company has a balanced board with optimum combination of Executive and
Non-Executive Directors, including Independent Directors, which plays a crucial role in
Board processes and provides independent judgment on issues of strategy and performance.
None of the Directors of Board is a member of more than ten Committees or Chairperson of
more than five committees across all the Public companies in which they are Director. The
necessary disclosures regarding Committee positions have been made by all the Directors.
The Board of the Company comprises Six Directors out of which two are Promoter Executive
Directors and one is Promoter Non-Executive Non-Independent Director and three are
Non-Executive Independent Directors. The Board comprise following Directors;
|
|
|
|
No. of Committee^ |
|
Name of Director |
Category Cum Designation |
Date of Appointment at current Term |
Total Directorship~ |
in which Director is Member |
in which Director is Chairperson |
No. of Shares held as on March 31, 2025 |
Mr. Priyankkumar Savani$ |
Chairman and Managing Director |
17/05/2024 |
2 |
2 |
0 |
3230000 |
Mr. Ankur Lakhani |
Whole-Time Director |
17/05/2024 |
3 |
0 |
0 |
3230000 |
Mrs. Hiralben Lakhani |
Non-Executive Director |
30/09/2023 |
2 |
0 |
0 |
9025 |
Mr. Niravkumar Donda |
Independent Director |
14/05/2024 |
1 |
2 |
1 |
0 |
Mrs. Archana Bhayani |
Independent Director |
17/05/2024 |
2 |
4 |
1 |
0 |
Mr. Rohitkumar Devrajbhai Dabhi |
Independent Director |
09/11/2024 |
1 |
0 |
0 |
0 |
^ Committee includes Audit Committee and Shareholders' Grievances Committee across all
Public Companies. ~ Excluding Foreign Companies, Section 8 Companies & struck off
Companies. $ Acting as the Chairperson of the Board.
Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to
compliance with the Code of Conduct of the Company. None of the Directors of the Company
is disqualified for being appointed as Director as specified in Section 164 (2) of the
Companies Act, 2013.
Board Meeting
Regular meetings of the Board are held, inter-alia, to review and discuss the various
businesses that require the approval of the Board. Additional Board meetings are convened,
as and when required, to discuss and decide on various business policies, strategies and
other businesses. The Board meetings are generally held at registered office of the
Company. During the year under review, Board of Directors of the Company met 18 (Eighteen)
times, viz May 10, 2024, May 17, 2024, June 01, 2024, June 03, 2024, June 05, 2024, June
17, 2024, June 27, 2024, July 01, 2024, July 10, 2024, July 20, 2024, November 09, 2024,
March 01, 2025, March 03, 2025, March 05, 2025, March 10, 2025, March 20, 2025, March 25,
2025 and March 28, 2025. The gap between two consecutive meetings was not more than one
hundred and twenty days as provided in section 173 of the Act. The details of attendance
of each Director at the Board Meeting and Annual General Meeting are given below.
Name of Director |
Priyankkum ar Savani |
Ankur Lakhani |
Hiralben Lakhani |
Niravkumar Donda* |
Archana Bhayani# |
Rohitkumar Devrajbhai Dabhi$ |
Number of Board Meeting held |
18 |
18 |
18 |
18 |
18 |
18 |
Number of Board Meetings Eligible to attend |
18 |
18 |
18 |
17 |
16 |
07 |
Number of Board Meeting attended |
18 |
18 |
18 |
17 |
16 |
07 |
Presence at the previous AGM |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
* Mr. Niravkumar Donda was appointed as an Additional Independent Director of the
Company with effect from May 14, 2024. Thereafter, pursuant to the approval of members in
the Extra Ordinary General Meeting held on May 18, 2024, he was regularized and appointed
as an Independent Director of the Company for a period of five years w.e.f. May 14, 2024.
# Mrs. Archana Bhayani was appointed as an Additional Independent Director of the Company
with effect from May 17, 2024. Thereafter, pursuant to the approval of members in the
Extra Ordinary General Meeting held on May 18, 2024, she was regularized and appointed as
an Independent Director of the Company for a period of five years w.e.f. May 17, 2024. $
Mr. Rohitkumar Devrajbhai Dabhi was appointed as an Additional Independent Director of the
Company with effect from November 09, 2024. Thereafter, pursuant to the approval of
members in the Extra Ordinary General Meeting held on November 12, 2024, he was
regularized and appointed as an Independent Director of the Company for a period of five
years w.e.f. November 09, 2024.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under and
Listing Regulations, the Company has three Non-Promoter Non-Executive Independent
Directors. In the opinion of the Board of Directors, all three Independent Directors of
the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and
rules made there under and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and they are Independent of Management.
Further, both the Independent Directors of the Company had registered themselves in the
Independent Directors' Data Bank. A separate meeting of Independent Directors was held on
March 20, 2025 to review the performance of Non-Independent Directors and Board as whole
and performance of Chairperson of the Company including assessment of quality, quantity
and timeliness of flow of information between Company management and Board that is
necessary for the board of directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and Code for
Independent Director are incorporated on the website of the Company at www.identixweb.com.
The Company has received a declaration from the Independent Directors of the Company under
Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that
they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for
financial year 2024-25. The Board of Directors of the Company has taken on record the said
declarations and confirmation as submitted by the Independent Directors after undertaking
due assessment of the veracity of the same. In the opinion of the Board, they fulfill the
conditions for Independent Directors and are independent of the Management. In the opinion
of the Board, the Independent Directors possess the requisite expertise and experience and
are persons of high integrity and repute. All the Independent Directors have confirmed
that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to registration with the data bank
of Independent Directors maintained by the Indian Institute of Corporate Affairs. None of
Independent Directors have resigned during the year. Moreover, Independent Directors have
also recommended key performance indicators to be disclosed in the offer document of the
Company, vide their meetings dated July 20, 2024 and March 20, 2025.
Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, during the year under
review, the Company had appointed Mr. Priyankkumar Savani as Chairman and Managing
Director (w.e.f. May 17, 2024) of the Company, Mr. Ankur Lakhani as Whole-Time Director
(w.e.f. May 17, 2024) of the Company, Mr. Abhishek Nakrani as Chief Financial Officer
(w.e.f. May 17, 2024) of the Company, Ms. Pooja shah as Company Secretary and Compliance
Officer (w.e.f. June 01, 2024) of the Company who were acting as Key Managerial Personnel
in accordance with Section 203 of the Companies Act, 2013. As on date of this report,
there is no change in the Key Managerial Personnel of the Company.
Information on Directorate
During the year under review, following changes took place in the constitution of the
Board of Directors;
Name |
Date of Change |
Date of Approval by the Board |
Date of Approval by the Shareholders |
Nature of Change |
Mr. Niravkumar Donda |
May 14, 2024 |
May 10, 2024 |
- |
Appointed as Additional Non- Executive Independent Director |
Mrs. Archana Bhayani |
May 17, 2024 |
May 10, 2024 |
- |
Appointed as Additional Non- Executive Independent Director |
Mr. Priyankkumar Savani |
May 17, 2024 |
May 17, 2024 |
May 18, 2024 |
Changed designation to Chairman and Managing Director of the Company. |
Mr. Ankur Lakhani |
May 17, 2024 |
May 17, 2024 |
May 18, 2024 |
Changed designation to Whole- Time Director |
Mr. Niravkumar Donda |
May 18, 2024 |
- |
May 18, 2024 |
Changed designation to Non- Executive Independent Director |
Mrs. Archana Bhayani |
May 18, 2024 |
- |
May 18, 2024 |
Changed designation to Non- Executive Independent Director |
Mr. Rohitkumar Devrajbhai Dabhi |
November 09, 2024 |
November 09, 2024 |
- |
Appointed as Additional Non- Executive Independent Director |
Mr. Rohitkumar Devrajbhai Dabhi |
November 12, 2024 |
- |
November 12, 2024 |
Changed designation to Non- Executive Independent Director |
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and
Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Director
is annexed to the Notice convening the seventh annual general meeting.
Performance 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 Companies Act,
2013 in the following manners; 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 performance of the committees was evaluated by the 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. The board and the
nomination and remuneration committee 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 addition, the performance of
chairperson was also evaluated on the key aspects of his role. Separate meeting of
independent directors was held to evaluate the performance of non-independent directors,
performance of the board as a whole and performance of the chairperson, considering the
views of executive directors and non-executive directors. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated. Separate meeting of independent directors was held to evaluate the
performance of non-independent directors, performance of the board as a whole and
performance of the chairperson, considering the views of executive directors and
non-executive directors. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.
Directorsf 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: a) In preparation of annual accounts
for the year ended March 31, 2025, the applicable accounting standards have been followed
and that no material departures have been made from the same; b) The Directors had
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 or loss of
the Company for that year; c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d) The Directors had prepared the annual
accounts for the year ended March 31, 2025 on going concern basis. e) The Directors had
laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and f) 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.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder.
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
The composition of each of the above Committees, their respective role and
responsibility are detailed hereunder;
1. AUDIT COMMITTEE
The Board of Directors of our Company has, in pursuance to provisions of Section 177 of
the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with
SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable,
in its meeting held on June 01, 2024 constituted Audit Committee. The purpose of audit
committee is to assist the Board in fulfilling its overall responsibilities of monitoring
financial reporting processes, reviewing the Company's established systems and processes
for internal financial controls, governance and reviewing the Company's statutory and
internal audit activities.
Composition of Committee, Meeting and Attendance of each Member at Meetings
Audit Committee shall meet at least four times in a year and not more than one hundred
and twenty days shall elapse between two meetings. Additional meeting is held for the
purpose of reviewing the specific item included in terms of reference of the Committee.
The quorum for the meeting shall be one third of total members of the Audit Committee or
Two, whichever is higher, subject to minimum two Independent Director shall be present at
the meeting. The Audit Committee met Twelve (12) times during the financial year 2024-25
viz; June 03, 2024, June 05, 2024, June 27, 2024, July 01, 2024, July 10, 2024, July 20,
2024, March 01, 2025, March 05, 2025, March 10, 2025, March 17, 2025, March 20, 2025, and
March 28, 2025. The composition of the Committee and attendance of each Member at Meetings
is given below:
Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2024-25 |
| Held |
Eligible to attend |
Attended |
Mr. Niravkumar Donda |
Non-Executive Independent Director |
Chairperson |
12 |
12 |
12 |
Mrs. Archana Bhayani |
Non-Executive Independent Director |
Member |
12 |
12 |
12 |
Mr. Priyankkumar Savani |
Chairman and Managing Director |
Member |
12 |
12 |
12 |
The Company Secretary of the Company is acting as Secretary to the Audit Committee.
The Statutory Auditors of the Company are invited in the meeting of the Committee
wherever requires. Chief Financial Officer of the Company is a regular invitee at the
Meeting. Recommendations of Audit Committee, wherever/whenever given, have been accepted
by the Board of Directors. The Chairperson of the Committee - Mr. Niravkumar Donda has
attended last Annual General Meeting of the Company held on September 30, 2024. The terms
reference of Audit Committee specified by the Board of Directors is briefed hereunder;
Role of Committee
1. The recommendation for the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor, their remuneration and fixation of terms
of appointment of the Auditors of the Company;
2. Review and monitor the auditors' independence and performance, and effectiveness of
audit process;
3. Examination of financial statement and auditors' report thereon including interim
financial result before submission to the Board of Directors for approval, particularly
with respect to: i. Changes, if any, in accounting policies and practices and reasons for
the same, ii. Major accounting entries involving estimates based on the exercise of
judgment by management, iii. Significant adjustments made in the financial statements
arising out of audit findings, iv. Compliance with listing and other legal requirements
relating to financial statements, v. Disclosure of any related party transactions, vi.
Modified opinion(s) / Qualifications in the draft audit report;
4. Approval or any subsequent modification of transactions of the Company with related
party, subject following conditions. The Audit Committee may make omnibus approval for
related party transactions proposed to be entered in to by the Company subject to such
conditions provided under the Companies Act, 2013 or any subsequent modification(s) or
amendment(s) thereof; In case of transaction, other than transactions referred to in
section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s)
thereof, and where Audit Committee does not approve the transaction, it shall make its
recommendations to the Board; In case any transaction involving any amount not exceeding
one crore rupees is entered into by a director or officer of the company without obtaining
the approval of the Audit Committee and it is not ratified by the Audit Committee within
three months from the date of the transaction, such transaction shall be voidable at the
option of the Audit Committee;
5. Reviewing, with the management, and monitoring the statement of uses / application
of funds raised through an issue (public issue, rights issue, preferential issue, etc.),
the statement of funds utilized for purposes other than those stated in the offer
document/ prospectus, and making appropriate recommendations to the Board to take up steps
in this matter;
6. Scrutiny of Inter-corporate loans and investments;
7. Reviewing and discussing the findings of any internal investigations by the internal
auditors into matters where there is suspected fraud or irregularity or a failure of
internal control systems of a material nature and reporting the matter to the board;
8. To review the functioning of the Whistle Blower mechanism, in case the same is
existing;
9. Valuation of undertakings or assets of the company, where ever it is necessary;
10.Evaluation of internal financial controls and risk management systems and reviewing,
with the management, performance of internal auditors, and adequacy of the internal
control systems; and 11.To look into the reasons for substantial defaults in the payment
to the depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors; 12.To monitor the end use of fund invested or given by the
Company to Subsidiary Companies; 13.Carrying out any other function as assigned by the
Board of Directors from time to time.
Review of Information by the Committee
The Audit Committee shall mandatorily review the following information:
1. Statement of significant related party transactions (as defined by the audit
committee), submitted by management;
2. Management letters / letters of internal control weaknesses issued by the statutory
auditors;
3. Internal audit reports relating to internal control weaknesses; and
4. The appointment, removal and terms of remuneration of the Internal Auditor.
5. Quarterly / half yearly statement of deviation(s), if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1);
6. Annual statement of funds utilized for purposes other than those stated in the offer
document/ prospectus;
Powers of Committee
The Committee -
1. To investigate any activity within its terms of reference;
2. To seek information from any employees;
3. To obtain outside legal or other professional advice; and to secure attendance of
outsiders with relevant expertise, if it considers necessary.
4. Call for the comments of the auditors about internal control systems, the scope of
audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal
and statutory auditors and the management of the company.
5. To investigate into any matter in relation to the items specified in sub-section (4)
of Section 177 of the Companies Act, 2013 or referred to it by the Board and for this
purpose shall have power to obtain professional advice from external sources and have full
access to information contained in the records of the company.
VIGIL MECHANISM
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil
mechanism shall be reviewed by the Audit Committee from time to time. None of the Whistle
blowers shall be denied access to the Audit Committee of the Board. The Vigil Mechanism
(Whistle Blower) Policy is available on the website of the Company at
https://www.identixweb.com/wp-content/uploads/2024/10/Vigil-Mechanisam-Whistle-Blower-Policy.pdf.
2. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of
the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with
SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable,
in its meeting held on June 01, 2024 constituted Nomination and Remuneration Committee.
The purpose of Nomination and Remuneration Committee is to assist the Board to identify
persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and such other matters specified
under various statute.
Composition of Committee, Meeting and Attendance of each Member at Meetings
The Nomination and Remuneration Committee shall meet at least once in a year. The
quorum for a meeting of the Nomination and Remuneration Committee shall be one third of
total members of the Nomination and Remuneration Committee or Two, whichever is higher,
subject to minimum one Independent Director shall be present at the meeting. The
Nomination and Remuneration Committee met Four (4) times during the financial year 2024-25
viz; June 03, 2024, July 10, 2024, November 09, 2024, and March 20, 2025. The composition
of the Committee and attendance of each Member at Meetings is given below:
Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2024-25 |
| Held |
Eligible to attend |
Attended |
Mrs. Archana Bhayani |
Non-Executive Independent Director |
Chairperson |
4 |
4 |
4 |
Mr. Niravkumar Donda |
Non-Executive Independent Director |
Member |
4 |
4 |
4 |
Mrs. Hiralben Lakhani |
Non-Executive Director |
Member |
4 |
4 |
4 |
The Company Secretary of the Company is acting as Secretary to the Nomination and
Remuneration Committee. The terms reference of Nomination and Remuneration Committee are
briefed hereunder;
Terms of reference
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. To ensure that the relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
4. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board
of Directors their appointment and removal and shall carry out evaluation of every
director‘s performance.
5. To specify the manner for effective evaluation of performance of Board, its
committees and individual directors to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and review its
implementation and compliance;
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a
high-performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial
Personnel. Annual increments are decided by the Nomination and Remuneration Committee
within the salary scale approved by the members and are effective from April 01, of each
year. Key points of the Nomination and Remuneration Policy are; a. Policy on
Appointment of Directors, Key Managerial Personnel and Senior Management Personnel: o
The policy is formulated to identify and ascertain the integrity, qualification, expertise
and experience of the person for appointment as Director, Key Managerial Personnel and
Senior Management personnel and recommend to the Board for his / her appointment. o A
person should possess adequate qualification, expertise and experience for the position
he/ she is considered for appointment. o In case of appointment of Independent Director,
the Committee shall satisfy itself that number of Boards on which such Independent
Director serves, is restricted to applicable regulations in force. b. Policy on
remuneration of Director, KMP and Senior Management Personnel:
The Company's remuneration policy is driven by the success and performance of Director,
KMP and Senior Management Personnel vis-a-vis the Company. The Company follows mixed of
fixed pay, benefits and performance based variable pay. The Company pays remuneration by
way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid
by the Company are within the salary scale approved by the Board and Shareholders. The
Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at
https://www.identixweb.com/wp-content/uploads/2024/10/Nomination-and-Remuneration-Policy.pdf.
Remuneration of Directors: |
|
|
( In Lakhs) |
Name of Directors |
Designation |
Salary |
Sitting Fees |
Perquisite |
Total |
Mr. Priyankkumar Savani |
Chairman & Managing Director |
30.64 |
- |
- |
30.64 |
| Mr. Ankur Lakhani |
Whole-Time Director |
28.25 |
- |
- |
28.25 |
Mrs. Hiralben Lakhani |
Non-Executive Director |
- |
1.00 |
- |
1.00 |
Mr. Niravkumar Donda |
Chairman & Managing Director |
- |
0.90 |
- |
0.90 |
| Mrs. Archana Bhayani |
Whole-Time Director |
- |
0.90 |
- |
0.90 |
Mr. Rohitkumar Dabhi |
Non-Executive Director |
- |
0.45 |
- |
0.45 |
3. STAKEHOLDERfS RELATIONSHIP COMMITTEE
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of
the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with
SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable,
in its meeting held on June 01, 2024 constituted Stakeholders Relationship Committee for
considering and resolving the grievances of security holders of the Company. The main
focus of Stakeholder's Relationship Committee is on the redressal of Shareholders' /
Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of
Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Committee
also oversees the performance of the Registrar & Transfer agents of the Company
relating to the investors' services and recommends measures for improvement.
Composition of Committee, Meetings and Attendance of each Member at Meetings
The Stakeholder's Relationship Committee shall meet at least once in a financial year.
The quorum shall be one third of total members of the Stakeholders Relationship Committee
or Two, whichever is higher, subject to minimum one Independent Director. The
Stakeholder's Relationship Committee met on March 20, 2025. The composition of the
Committee and attendance of each Member at Meetings is given below:
Name of Members |
Category |
Designation |
Number of meetings during the financial year 2024-25 |
| in Committee |
Held |
Eligible to attend |
Attended |
Mrs. Archana Bhayani |
Non-Executive Independent Director |
Chairperson |
1 |
1 |
1 |
Mr. Niravkumar Donda |
Non-Executive Independent Director |
Member |
1 |
1 |
1 |
Mr. Priyankkumar Savani |
Chairman and Managing Director |
Member |
1 |
1 |
1 |
Company Secretary and Compliance officer of the Company shall provide secretarial
support to the Committee. The terms reference of Stakeholder's Relationship Committee are
briefed hereunder;
Terms of Reference
1. Efficient transfer of shares; including review of cases for refusal of transfer /
transmission of shares;
2. Redressal of shareholder and investor complaints like transfer of Shares,
non-receipt of balance sheet, non-receipt of declared dividends etc.;
3. Issue duplicate/split/consolidated share certificates;
4. Dematerialization/Rematerialization of Share;
5. Review of cases for refusal of transfer / transmission of shares and debentures;
6. Reference to statutory and regulatory authorities regarding investor grievances and
to otherwise ensure proper and timely attendance and redressal of investor queries and
grievances; Provided that inability to resolve or consider any grievance by the
Stakeholders Relationship Committee in good faith shall not constitute a contravention of
Section 178 of Companies Act, 2013 or any subsequent modification(s) or amendment(s)
thereof.
7. Such other matters as may be required by any statutory, contractual or other
regulatory requirements to be attended to by such committee from time to time.
4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the audited standalone financial statement for financial year 2024-25, the
Company has crossed net profit threshold provided in Section 135 of the Companies Act,
2013 and CSR provisions are applicable to the Company from financial year 2025-26 onwards.
Accordingly, in compliance with the provisions of Section 135 of the Companies Act, 2013
and Rules made thereunder, the Board of Directors of the Company has constituted a CSR
Committee. The Composition of the Corporate Social Responsibility Committee as on date of
report is as under:
Name of Members |
Category |
Designation in Committee |
| Mr. Priyankkumar Savani |
Chairman and Managing Director |
Chairperson |
| Mr. Ankur Lahani |
Whole-Time Director |
Member |
| Mrs. Archana Bhayani |
Non-Executive Independent Director |
Member |
The CSR Policy may be accessed at the web link
https://www.identixweb.com/wp-content/uploads/2025/08/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.pdf.
The terms of reference of the Committee inter alia comprises of the following:
Terms of Reference a) Formulate and recommend to the Board, a "Corporate
Social Responsibility Policy" which shall indicate the activities to be undertaken by
our Company as specified in Schedule VII of the Companies Act, 2013 and the rules made
thereunder, as amended, monitor the implementation of the same from time to time, and make
any revisions therein as and when decided by the Board; b) Review and recommend the amount
of expenditure to be incurred on the activities referred to in clause (a) and the
distribution of the same to various corporate social responsibility programs undertaken by
our Company; c) monitor the Corporate Social Responsibility Policy of the company from
time to time; d) Ensure that the activities as are included in Corporate Social
Responsibility Policy of the company are undertaken by the company; e) Identify corporate
social responsibility policy partners and corporate social responsibility policy
programmes; f) Delegate responsibilities to the corporate social responsibility team and
supervise proper execution of all delegated responsibilities; g) Review and monitor the
implementation of corporate social responsibility programmes and issuing necessary
directions as required for proper implementation and timely completion of corporate social
responsibility programmes; h) Assistance to the Board to ensure that our Company spends
towards the corporate social responsibility activities in every Fiscal, such percentage of
average net profit/ amount as may be prescribed in the Companies Act, 2013 and/ or rules
made thereunder; i) Providing explanation to the Board if our Company fails to spend the
prescribed amount within the financial year; j) Providing updates to our Board at regular
intervals of 6 months on the corporate social responsibility activities; k) Any other
matter as the Corporate Social Responsibility Committee may deem appropriate after
approval of the Board or as may be directed by the Board, from time to time; and l)
Exercise such other powers as may be conferred upon the Corporate Social Responsibility
Committee in terms of the provisions of Section 135 of the Companies Act. m) Carrying out
any other function as assigned by the Board of Directors from time to time. Since, CSR
obligation is being attracted in financial year 2025-26 first time, Annual Report on CSR
activities is not applicable for financial year 2024-25.
PUBLIC DEPOSIT
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the
directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of
the Company Act, 2013 or any other relevant provisions of the Act and the Rules there
under are not applicable.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY
Details of Loans, Guarantees, Investments and Security covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
The Company has complied with the applicable provisions of Section 186 of the Act during
the under review. During the year under review, the Company has granted total 346.36 Lakhs
as Unsecured Loan to its subsidiary Munim ERP Private Limited.
LOAN FROM DIRECTORS:
The Company had accepted loan of 27.48 Lakhs during the financial year 2024-25 from
Promoter - Directors of the Company.
DEBENTURES:
As on March 31, 2025, the Company does not have any debentures.
CREDIT RATING:
The Company has not availed any rating.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy i.) The steps taken or impact on conservation of energy:
No major steps have been taken by the Company. However, the Company continues its
endeavor to improve energy conservation and utilization. ii.) The steps taken by the
Company for utilizing alternate sources of energy: The Company has not installed any
alternate source of energy running on renewable energy source. iii.) The capital
investment on energy conservation equipment: Nil B. Technology absorption i.) The
effort made towards technology absorption No major efforts have been made by the
Company. ii.) The benefit derived like product improvement, cost reduction, product
development or import substitution N.A. iii.) in case of imported technology
(imported during the last three years reckoned from the beginning of the financial year)
a. The details of technology imported: Nil b. The year of import: N.A. c.
Whether the technology has been fully absorbed: N.A. iv.) If not fully absorbed,
areas where absorption has not taken place, and the reasons thereof: Not Applicable v.)
The expenditure incurred on Research and Development: Nil C. Foreign Exchange
Earnings & Expenditure - i.) Details of Foreign Exchange Earnings ( In Lakhs)
Sr. No. Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| 1. Exports of Services |
633.02 |
593.67 |
ii.) Details of Foreign Exchange Expenditure: Nil
UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE / IPO
The Company has not raised any fund during financial year 2024-25. The details of
Utilization of fund raised through issue of equity shares during F.Y. 2023-24 are given
hereunder;
Original Object |
Modified Object, if any |
Original Allocation ( in Lakhs) |
Modified allocation, if any |
Funds Utilized ( in Lakhs) |
Amount of Deviation / Variation |
Remarks if any |
To augment our capital base, to meet increased working capital
requirements, |
-- |
282.95 |
-- |
282.95 |
-- |
-- |
Development and Marketing Cost, Capital Expenditure and the General
Corporate purpose. |
|
|
|
|
|
|
Post closure of financial year 2024-25, the Company came up with an Initial Public
Issue of 3080000 equity shares of 10.00 each at a price of 54 per equity share including a
share premium of 44 per equity share aggregating to 1663.20 Lakhs. The proceeds of the
issue are being utilized to meet the various Objects of the Issue as mentioned in the
Prospectus. Since, the proceeds have been received after closure of financial year, no
details utilization are given in this report. However, the same will be published along
with financial result for the half year ended on September 30, 2025.
RELATED PARTIES TRANSACTION
There are no materially significant Related Party Transactions made by the Company with
Promoters, Directors, Key Managerial Personnel which may have a potential conflict with
the interests of the Company at large. All Related Party Transactions shall be placed
before the Audit Committee and the Board for approval, if required. Prior omnibus approval
of the Audit Committee shall be obtained for the transactions which are of a foreseen and
repetitive in nature. All Related Party Transactions entered into during the financial
year were on an arm's length basis and were in the ordinary course of business. Your
Company had not entered into any transactions with the related parties which could be
considered material in terms of Section 188 of the Companies Act, 2013. Particulars of
contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as Annexure
A.
There was no contracts, arrangements or transactions which was not executed in ordinary
course of business and/or at arm's length basis.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY
Your Company has two subsidiaries named Munim ERP Private Limited and Identixweb LLC*.
Munim ERP Private Limited, Subsidiary of Identixweb Limited, located in Surat, India, is a
company specializing in accounting and GST compliance software, particularly focused on
ERP (Enterprise Resource Planning) solutions for various industries. Established to
transform business management through technology. * Our Company is under process of
subscribing of equity shares of Identixweb LLC, U.S.A. (Delaware), for which consideration
pertaining to subscribing of equity shares is under process. On Account of no operation by
Identixweb LLC, U.S.A. (Delaware), its accounts have not been consolidated. Munim ERP
Private Limited achieved turnover of 55.93 Lakhs during financial year 2024-25. The loss
before tax stood at 78.60 Lakhs making net loss for financial year 2024-25 of 78.60 Lakhs.
Munim ERP Private Limited has not declared any dividend for Financial Year 2024-25. The
annual accounts of Munim ERP Private Limited have been consolidated with the accounts of
the Company for Financial Year 2024-25.
The financial performance of Subsidiary and Associate Companies in prescribed Form
AOC-1 is annexed to this Report as Annexure B.
PARTICULAR OF EMPLOYEES
The ratio of the remuneration of each executive director to the median of employees'
remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this Report as Annexure C.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is opened for inspection in electronic
form. Any Member interested in obtaining a copy of the same may write to the Company
Secretary.
DETAILS OF THE DESIGNATED OFFICER:
Ms. Pooja Shah, Company Secretary & Compliance officer of the company is acting as
Designated Officer under Rule (9) (5) of the Companies (Management and Administration)
Rules, 2014.
WEB LINK OF ANNUAL RETURN
The link to access the Annual Return is
https://www.identixweb.com/wp-content/uploads/2024/06/Annual-Return-2024-25.pdf.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at all the workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints. During the financial year 2024-25, the
Company has received Nil complaints on sexual harassment, out of which Nil complaints have
been disposed off and Nil complaints remained pending as of March 31, 2025.
MATERNITY BENEFIT:
The Company has complied with the provisions related to the Maternity Benefit Act,
1961.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of
the Board of Directors' and ‘General Meetings', respectively, have been duly complied
by your Company.
MAINTENANCE OF COST RECORDS
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records
and audits) Rules, 2014, the Company is not required to maintain the cost records and
accordingly the Company has not maintained the Cost record.
SECRETARIAL AUDITOR AND THIEIR REPORT
The Company has appointed M/s. Hardik Jetani & Associates, Practising Company
Secretaries, to conduct the secretarial audit of the Company for 3 financial years
commencing from F.Y. 2024-25 to F.Y. 2026-27, as required under Section 204 of the
Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial
year 2024-25 is annexed to this report as an Annexure D.
The Secretarial Auditors' Report does not contain any qualification, reservation or
adverse remark except filing of certain e-forms with Registrar of Companies beyond the
statutory time period. The Board hereby states that necessary e-forms have been submitted
with additional fess. Due to clerical omission, the said e-forms could not be submitted in
time. The Company is taking necessary preventive actions for future.
STATUTORY AUDITOR AND THEIR REPORT
During the year review, M/s. Rahul Mistri And Co., Chartered Accountants, Gandhinagar
(FRN: 147586W) has resigned from the post of Statutory Auditors of the Company due
pre-occupation in other assignments as on June 03, 2024. M/s. Shah Teelani &
Associates, Chartered Accountant, Ahmedabad (FRN: 133549W) were appointed as Statutory
Auditors of Company to fill up the casual vacancy at the Extra-ordinary General Meeting
held on June 27, 2024, from the conclusion of Extra-ordinary General Meeting held on June
27, 2024 until the conclusion of the 7th Annual General Meeting and that they
conducted the Statutory Audit of the financial year 2024-25. M/s. Shah Teelani &
Associates, Chartered Accountants, Ahmedabad (FRN: 133549W) were appointed as the
Statutory Auditors of Company in the 7th Annual General Meeting of the Company
held on September 30, 2024 to hold office from the conclusion of the 7th Annual
General Meeting of the Company until the conclusion of the 8th Annual General
Meeting of the Company to be held in the year 2025 at such remuneration plus applicable
taxes and reimbursement of out-of-pocket expenses in connection with the Audit as may be
mutually agreed between the Board of Directors of the Company and the Auditors. The Notes
to the financial statements referred in the Auditors Report are self-explanatory and
therefore do not call for any comments under Section 134 of the Companies Act, 2013. The
Auditors' Report does not contain any qualification, reservation or adverse remark. The
Auditors' Report is enclosed with the financial statements in this Annual Report. Further,
The Company has received the consent & certificate from M/s. A K Ostwal & Co.,
Chartered Accountants, Surat (FRN: 107200W) to the effect that the appointment if made,
would be within prescribed limits under Section 139 of the Companies Act 2013. The Audit
Committee and the Board of Directors recommends the appointment of M/s. A K Ostwal &
Co., Chartered Accountants, Surat (FRN: 107200W) as Statutory Auditor of the Company to
hold office as such from the conclusion of 8th AGM till the conclusion of the 13th AGM to
be held in the year 2026.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Though the various risks associated with the business cannot be eliminated completely,
all efforts are made to minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also put in place by the Company on
various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the
resources. Apart from these internal control procedures, a well-defined and established
system of internal audit shall be in operation to independently review and strengthen
these control measures, which shall be carried out by an experience auditor. The audit
shall be based on an internal audit plan, which is reviewed each year in consultation with
the statutory auditor of the Company and the audit committee. The conduct of internal
audit shall be oriented towards the review of internal controls and risks in its
operations. Your Company has also put in place adequate internal financial controls with
reference to the financial statements commensurate with the size and nature of operations
of the Company. During the year, such controls were tested and no material discrepancy or
weakness in the Company's internal controls over financial reporting was observed.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes and commitments for the likely impact affecting
financial position between end of the financial year and the date of the report except the
changes in KMP, Directors, address of Registered office and Authorized Capital as stated
above. The Company come up with an Initial Public Offer by way of Fresh Issue and made
allotment of total 3080000 equity shares of 10.00 each at a price of 54 per equity share
including a share premium of 44 per equity share aggregating to 1,663.20 Lakhs. The
requisite approval of the shareholders has been obtained by the Company vide special
resolution passed by the company on July 09, 2024. In this regard, the requisite approval
of stock exchange had been obtained by the Company. The Company got listed on the SME
Platform BSE Limited on April 03, 2025.
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.
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the
provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance. However, Company is complying with few of the exempted
regulations voluntarily and details of same are provided in this report under the
respective heading.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company, for the year
under review, Management Discussion and Analysis Report, is presented in a separate
section forming part of this Annual Report.
WEBSITE:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a
functional website namely "www.identixweb.com" containing basic information
about the Company. The website of the Company is also containing information like
Policies, Shareholding Pattern, Financial Results and information of the designated
officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
LARGE ENTITY:
The Board of Directors of the Company hereby confirm that the Company is not a Large
Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 (NCS Regulations).
LISTING FEES
The Equity Shares of the Company are listed on SME Platform of BSE Limited and the
Company has paid the applicable listing fees to the Stock Exchange till date.
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:
There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the Business of the Company.
INSURANCE:
The assets of your Company have been adequately insured.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
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 institution.
INDUSTRIAL RELATIONS (IR):
The Company continues to maintain harmonious industrial relations. Company periodically
reviews its HR policies and procedures to aid and improve the living standards of its
employees, and to keep them motivated and involved with the larger interests of the
organization. The Company has systems and procedures in place to hear and resolve
employees' grievances in a timely manner, and provides avenues to its employees for their
all-round development on professional and personal levels. All these measures aid employee
satisfaction and involvement, resulting in good Industrial Relations.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year.
APPRECIATIONS AND ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation and
support extended by the banks, government, business associates and the shareholders for
their continued confidence reposed in the Company and look forward to having the same
support in all future endeavors.
Registered office: |
| 1st Floor, Plot No. 240, C. S. |
| No. 1730, Nehru Nagar, L. H. |
| Road, Sy. No. 46/A+2, TPS-4, |
| Surat 395006, Gujarat, India. |
| By order of the Board of Directors |
| For, IDENTIXWEB LIMITED |
CIN: U72100GJ2017PLC098473 |
Priyankkumar Savani |
Ankur Lakhani |
Chairman & Managing Director |
Whole-Time Director |
DIN: 08562699 |
DIN: 08562760 |
Place: Surat |
Date: September 04, 2025 |
|