Your Directors have pleasure in submitting their 15thAnnual Report of the Company together with the Audited Statements of Accounts for the year ended 31stMarch, 2025.
1. FINANCIAL RESULTS
The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).
The financial performance of the Company, for the financial year ended on 31stMarch, 2025 is summarized below:
(Rs. In Lakhs)
|
PARTICULARS
|
Standalone
|
Consolidated
|
| |
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Revenue from Operations
|
15049.37
|
12628.93
|
15112.90
|
12628.93
|
|
Other Income
|
46.06
|
93.86
|
46.06
|
93.86
|
|
Cost of materials consumed
|
8563.53
|
7127.38
|
8551.91
|
7127.38
|
|
Employee Benefit Expenses
|
2013.69
|
1422.89
|
2129.84
|
1422.89
|
|
Changes in Inventories
|
1107.60
|
(262.74)
|
1107.60
|
(262.74)
|
|
Finance Costs
|
203.92
|
305.40
|
201.14
|
305.40
|
|
Depreciation & amortization Expense
|
278.16
|
202.33
|
286.78
|
202.33
|
|
Other Expenses
|
1237.84
|
2405.06
|
1253.01
|
2405.06
|
|
Profit Before Tax
|
1690.69
|
1540.47
|
1625.68
|
1540.47
|
|
Less: Current Tax
|
423.23
|
388.87
|
429.20
|
388.87
|
|
Less: Deferred Tax
|
10.77
|
54.84
|
10.49
|
54.84
|
|
Profit After Tax
|
1256.69
|
1096.79
|
1185.99
|
1096.79
|
Earning per Equity Share
(Amount in Rs.)
|
PARTICULARS
|
Standalone
|
Consolidated
|
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Basic
|
11.10
|
13.14
|
10.47
|
13.14
|
|
Diluted
|
11.10
|
13.14
|
10.47
|
13.14
|
PERFORMANCE AT A GLANCE
During the Financial Year 2024-25, the Company achieved total Revenue of Rs. 15,095.43 Lakhs in the current year, against Rs. 12,722.79 Lakhs in the previous year, thereby registering increase of 18.65 % as compared to the previous year. The Company has registered a profit of Rs. 1,256.69 Lakhs in the current year, against profit of Rs. 1,096.76 Lakhs in the previous year, thereby registering an increase in the Net Profit of 14.58% as compared to the previous year.
The Company has continued to achieve an all¬ round growth in terms of Volume, Revenues, Profit Before Tax (PBT) and Profit After Tax (PAT) over the previous years and has demonstrated strong resilience during yet another challenging year. The performance has been achieved by the Company in spite of the environment of global uncertainty, volatile economic conditions and high-cost pressures.
2. CHANGE IN NATURE OF BUSINESS
During the year under review the Company was listed on National Stock Exchange EMERGE (SME Portal). Other than the above mentioned particular there was no other change in nature of business of the company
3. SHARE CAPITAL
The Paid-up Equity Share capital of the Company was Rs. 11,32,65,000/- as on 31st March, 2025. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.
However, the company issued 29,82,000Equity Shares of Rs. 10/- each at a premium of Rs. 128/- each through Initial Public Offer during the Financial year.
4. DIVIDEND
In view of the future expansion plans, the Board of Directors have not recommended any dividend on the Equity Share Capital of the Company for the financial year ended 31st March, 2025.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
5. TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any amount to General Reserve out of the amount available for appropriation.
6. FINANCIAL LIQUIDITY:
Cash and Cash equivalent as at March 31st, 2025 was Rs.4.77 Lakhs. The Company’s working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters
7. DEPOSIT
During the year, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force) from the public or the members and as such, no amount on account of principal or interest on public is outstanding.
8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. Internal control systems commensurate with its size and operations to ensure orderly & efficient conduct of business while safeguarding the assets, quality, and safety, procurements, finance and accounts and reducing and detecting error. The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit.
9. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 is provided in a separate section and forms an integral part of this Report and is annexed as Annexure A.
10. CORPORATE GOVERNANCE
Maintaining of high standards of Corporate Governance has been fundamental to the business of your Company since its inception. However, the report on Corporate Governance as required under Regulation 34 (3) read with Schedule V of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 is not provided pursuant to Regulation 15 (2) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 as the company is listed National Stock Exchange (EMERGE) SME Platform.
11. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the previous financial year with the related parties were in the ordinary course of business and on arms’ length basis.
There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company. All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly, the required disclosures are made to the Committee on a quarterly basis in terms of the approval of the Committee. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC - 2 is annexed as Annexure B. The Related Party Transactions took placed during the financial year 2024-25 have placed in Notes of Financial Statements of the Company.
12. REMUNERATION OF DIRECTORS,KEY MANAGERIAL PERSONNEL & PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C to this report
PARTICULARS OF EMPLOYEES:
The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employee’s particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard at cs@enerqymission.com.
13. WEBLINK / EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a copy of the Annual Return of the Company for the financial year under review prepared under Section 92(1) of the Act read with Rule 11 of Companies (Management and Administration) Rules, 2014 in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the web link: https://www.enerqvmission.com/investor- relations/#5836ab5abc.
14. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Appointment & Resignation of Directors/KMP
During the F.Y 2024-25, the following Directors are appointed;
|
Name of Director
|
Date of Appointment
|
|
JITEN BALKRUSHNA PANDYA
|
15/07/2024
|
|
HUSSAIN BOOTWALA
|
23/08/2024
|
During the F.Y 2024-25, the following Directors
have rasinnaH frnm thp RnarH-
|
Name of Director
|
Date of Appointment
|
|
Mr. Vipul Mehta
|
15/06/2024
|
MD and CFO Certification
The requisite certification from the Managing Director and Chief Financial Officer required to be given under Regulation 17(8) read with Part B of Schedule II of SEBI (LODR) Regulations, 2015. The aforesaid certificate, duly signed by the Managing Director and Chief Financial Officer in respect of the financial year ended 31stMarch 2025, has been placed before the Board.(Annexure D)
Retirement by Rotations
In accordance with the provisions of section 152 (6) of the Act and in terms of the Articles of Association of the Company, ASHOKKUMAR RAMJIBHAI PANCHAL (DIN: 03498821) and Mr. SUMITRABEN MEHTA(DIN: 10352828), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The board recommends their re¬ appointment.
Profile of Directors Seeking Appointment / Re¬ appointment
As required under Regulation 36 (3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment / re-appointment at the ensuing Annual General Meeting are annexed to Annexure I of the notice convening 15thAnnual General Meeting.
Training of Independent Directors
To familiarise the new inductees with the strategy, operations & functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company’s' strategy, operations, product and service offerings, organisation structure, finance, human resources, technology, quality and facilities. Further, the Company has devised a Familiarisation Program for Independent Directors as per Regulation 46 (2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the same has been placed on the website of the Company at:
https://www.enerqvmission.com/investor-
relations/#5836ab5aaa.
Key Managerial Personnel
Pursuant to Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel of the Company as on 31st March,
9D9?v
|
Mr. Dineshkumar Chaudhary
|
Director
|
|
Mr. Ashokkumar Panchal
|
Whole time Director
|
|
Mrs. Bhargavi Gupta
|
Company
Secretary
|
|
Mr. Satishkumar Parmar
|
Chief Financial Officer
|
Evaluation of Performance of the Board, its Committees and Individual Directors
During the year, the evaluation of the annual performance of Individual directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act and relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the indicative criteria for the evaluation based on the SEBI Guidance Note on Board Evaluation.
The Exercise was carried out through a structured evaluation process covering the various aspects of the Board’s functioning suchas composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors was carried out by the independent Directors.
Independent Directors Meeting
The Independent Directors met on March, 25th, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Board of Director Meetings
Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly, half yearly and annual financial results of the Company. Additional Board meetings are
convened to discuss and decide on various business policies, strategies & other businesses.
The Board business generally includes consideration of important corporate actions and events including:-
• quarterly and annual result announcements;
• oversight of the performance of the business;
• development and approval of overall business strategy;
• Board succession planning;
• review of the functioning of the Committees and
• other strategic, transactional and governance matters as required under the Companies Act, 2013, Listing Regulations and other applicable legislations
The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Registered Office of the company. The Agenda of the Board Meetings is set by the Company Secretary in consultation with the Chairman and the Managing Director and Whole time Director of the Company. The Agenda is circulated a week prior to the date of the meeting. The Board Agenda includes an Action Taken Report comprising the actions emanating from the Board Meetings and status update thereof. The Agenda for the Board Meetings covers items set out as per the guidelines in Listing Regulations to the extent it is relevant and applicable. The Agenda for the Board Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
Prior approval from the Board is obtained for circulating the Agenda items with shorter notice for matters that form part of the Board Agenda and are considered to be in the nature of Unpublished Price Sensitive Information.
The minutes of proceeding of each Board meetings are maintained in terms of statutory provisions.
During the year under review, the Board of Directors of the Company met Twenty times.
The Dates of meetings are as follows:
|
Board Meeting No.
|
Date of Meeting
|
|
01/2024-25
|
01/05/202i4
|
|
02/2024-25
|
08/05/2024
|
|
03/2024-25
|
14/05/2024
|
|
04/2024-25
|
15/05/2024
|
|
05/2024-25
|
04/06/2024
|
|
06/2024-25
|
21/06/2024
|
|
07/2024-25
|
15/07/2024
|
|
08/2024-25
|
01/08/2024
|
|
09/2024-25
|
23/08/2024
|
|
10/2024-25
|
04/09/2024
|
|
11/2024-25
|
11/09/2024
|
|
12/2024-25
|
14/11/2024
|
|
13/2024-25
|
15/12/2024
|
|
14/2024-25
|
21/03/2025
|
15. Disclosure by Directors:
The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
16. COMMITTEES OF BOARD OF DIRECTORS
The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role inthe overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board of Directors of the Company have constituted the following Committees:
a. Audit Committee
b. Stakeholders Relationship Committee
c. Nomination and Remuneration Committee
d. Corporate Social Responsibility Committee.
a. AUDIT COMMITTEE
The composition of the Audit Committee is in alignment with the provisions of Section 177 of the companies Act, 2013 read with the Rules issued there under and Regulations of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
All the Members of the Audit Committee are well Qualified, experienced and possess sound knowledge of finance, accounting practices and internal controls. The Company Secretary of the Company acts as the Company Secretary of the Audit Committee.
All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.
The Composition of Audit Committee:
|
Name of the Director
|
Status in Committee
|
Nature of Directorship
|
|
Hussain
Bootwala
|
Chairman
|
Independent
Director
|
|
Himanshu
Jayantilal
Trivedi
|
Member
|
Independent
Director
|
|
Ashokkumar
Panchal
|
Member
|
Whole Time Director
|
MEETING AND ATTENDENCE
During the Financial Year ended 31stMarch, 2025, the Audit Committee met six times on 01st May, 2024; 04th June, 2024; 23rd August, 2024; 14tfi November, 2024; 15th December, 2024 and
21st March, 2025 and the requisite Quorum was present.
b. NOMINATION & REMUNERATION COMMITTEE
The composition of the Nomination & Remuneration Committee is in alignment with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulations of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Composition of Nomination and Remuneration Committee:
|
Name of the
|
Status in
|
Nature of
|
|
Director
|
Committee
|
Directorship
|
|
Hussain
Bootwala
|
Chairman
|
Independent
Director
|
|
Himanshu
Jayantilal
Trivedi
|
Member
|
Independent
Director
|
|
Sumitraben
Mehta
|
Member
|
Non-executive
Director
|
MEETING AND ATTENDENCE
During the Financial Year 2024-25 the Nomination & Remuneration Committee met twice on 04th September, 2024and 21st March, 2025 and the requisite Quorum was present.
c. STAKEHOLDERS RELATIONSHIP COMMITTEE AND SHARE TRANSFER COMMITTEE
The compliance with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee and share transfer committee. The Committee is entrusted with the responsibility of addressing the stakeholders' / investors' complaints with respect to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate shares, etc & other shareholders related queries, complaints, as well as relating to transfer of shares, Review and approval of all requests pertaining to sub¬ division, consolidation, transfer, transmission of shares and issue of duplicate share certificates; etc.
The Composition of Stakeholders Relationship Committee and Share Transfer Committee:
|
Name of the
|
Status in
|
Nature of
|
|
Director
|
Committee
|
Directorship
|
|
Jiten
Balkrushna
Pandya
|
Chairman
|
Independent
Director
|
|
Himanshu
Jayantilal
Trivedi
|
Member
|
Independent
Director
|
|
Sumitraben
|
Member
|
Non-executive
|
|
Mehta
|
|
Director
|
There was one meeting of Stakeholders Relationship Committee held during the year as under on 04th September, 2024.
d. Corporate Social Responsibility Committee
The purpose of our Corporate Social Responsibility Committee is to formulate and recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the initiatives to be undertaken by the Company, recommend the amount of expenditure the Company should incur on Corporate Social Responsibility (‘CSR’) activities and to monitor from time to time the CSR activities and Policy of the Company. The CSR Committee provides guidance in formulation of CSR strategy and its implementation and also reviews practices and principles to foster sustainable growth of the Company by creating values consistent with long¬ term preservation and enhancement of financial, manufacturing, natural, social, intellectual andhuman capital. The CSR policy is available on our website at
https://www.eneravmission.com/investor- relations/#5836ab5abc.
2 (Two) meetings of the CSR Committee were held during the financial year ended March 31, 2025. These meetings were held on 04th September, 2024 and 21st March, 2025.
The requisite quorum was present for all the meetings.
The Composition of Corporate Social Responsibility Committee
|
Name of the Director
|
Status in Committee
|
Nature of Directorship
|
|
Dineshkumar
Shankarlal
Chaudhary
|
Chairman
|
Managing
Director
|
|
Himanshu
Jayantilal
Trivedi
|
Member
|
Independent
Director
|
|
Sumitraben
Mehta
|
Member
|
Whole Time Director
|
17. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members. The Remuneration and Nomination Policy is available on our website at https://www.enerqvmission.com/investor- relations/#5836ab5abc.
18. DECLARATION BY INDEPENDENT DIRECTORS
All the independent Directors of your company have given their declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI(listing Obligations and Disclosure Requirements) Regulations,2015.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
19. AUDITORS
STATUTORY AUDITOR AND THEIR REPORT
The Board has duly reviewed the Statutory Auditors’ Report for the year ended on 31st March, 2025 and the observations and comments, appearing in the report are self¬ explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Companies Act, 2013.
AUDITOR’S REPORT:
• The Auditors’ Report for the Financial Year ended 31st March, 2025 does not contain any qualifications, reservations or adverse remarks.
• As regards the comments made in the Auditors’ Report, the Board is of the opinion that they are self-explanatory and does not require further clarification.
Pursuant to Section 139 of the Companies Act,
2013 and Rules made there under, M/S S S P J & Co., Chartered Accountants (Firm Registration No. 018083N), are to be appointed for a period of Five years subject to approval of shareholders in Annual General Meeting until the conclusion of the 19thAnnual General Meeting to be held in the year 2030.
INTERNAL AUDITOR AND THEIR REPORT
The provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules,
2014 was not applicable to the company during the year under review.
For Financial Year 2025-26 the Board has appointed M/s SGVG & Co., Chartered Accountants, in its meeting held on 25thAugust, 2025 as the Internal Auditors of the company and the Internal Audit of the functions and activities of the Company will be undertaken by the them.
SECRETARIAL AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of CS Nihar Sheth, (ACS 44829 COP 16920), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.
The Report of the Secretarial Auditor for FY25 is annexed herewith as Annexure - E. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.
COST AUDITORS
As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Devang Patel and Associates, a firm of Cost Accountants in Practice (Registration No. 101976) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY 2025-26. M/s Devang Patel and Associates have, under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consent for appointment. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.
20.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
For details of investments made in shares of Wholly Owned Subsidiary Company (WOS), M/s. EM PRESS FORM SOLUTIONS PRIVATE
LIMITED, and Energy Mission Machineries USA INC please refer Note [No.15] of the Standalone Financial Statements forming part of the Annual Report for F.Y. 2024-25.
21. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act,
2013, read with the Companies (Accounts) Rules,
2014, forms an integral part of this report and is annexed as Annexure - F.
22. CORPORATE SOCIAL RESPONSIBILITY
The objective of the Company’s Corporate Social Responsibility (‘CSR’) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company’s CSR policy provides guidelines to conduct CSR activities of the Company.
The salient features of the Policy forms part of the Annual Report on CSR activities annexed to the Board’s Report. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 and the Rules framed there under, is annexed to this Report as Annexure G.
23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has following Subsidiary Companies
|
Sr.
No
|
Name of Subsidiary
|
|
1.
|
EM PRESS FORM SOLUTIONS PRIVATE LIMITED
|
|
2.
|
ENERGY MISSION MACHINERIES USA INC
|
In accordance with Section 129(3) of Companies Act, 2013, the Consolidated Financial Statements of the Company and its Subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of the Subsidiaries in Form AOC-1 forms an integral part of this report and is annexed as Annexure - H
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the provisions of Section 177(9) &(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR), 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task
Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company’s website athttps://www.eneravmission.com/investor- relations/#5836ab5aaa.
25. PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of insider trading“and”Code of Conduct for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.
The Policy on Code of Conduct is available at the website of the company at https://www.eneravmission.com/investor- relations/#5836ab5aaa.
26. PREVENTION OF SEXUAL HARASSMENT OFWOMAN AT WORKPLACE:
The company has in place the “Policy on Prevention of Sexual Harassment at the workplace” in line the requirements of the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company had constituted Internal Complaints committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.
The Policy on Prevention of Sexual Harassment is available at the website of the company at https://www.eneravmission.com/investor- relations/#5836ab5aaa.
27. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT:
The Business Responsibility & SUSTAINIBILITY Report as per Regulation 34(2) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization.
28. HUMAN RESOURCE
The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.
29. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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 and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
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.
30. STOCK EXCHANGES
During the year under review on 16th May, 2024 the company listed its equity shares on NSE EMERGE SME Platform.
31. RISK MANAGEMENT
Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximising returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.
The policy on Risk Management of the Company is available at the website of the company at
https://www.eneravmission.com/investor-
relations/#5836ab5aaa.
32. AFFIRMATION AND DISCLOSURE:
All the Members of the Board and the Senior Management Personnel have affirmed their compliance with the Code of Conduct as on 31stMarch, 2025 and a declaration to that effect, signed by the Managing Director, forms an integral part of this report and is annexed as Annexure -1
33. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year and the date of Directors’ Report.
34. SIGNIFICANT AND MATERIAL ORDERS:
There were no significant and material orders passed by any Regulators or courts or Tribunals during the year ended 31st March, 2025impacting the going concern status and company’s operations in future.
35. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
The Statutory Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.
36. LISTING FEES:
The Company’s Equity Shares are listed with National Stock Exchange EMERGE Platform. The Company has paid Listing Fees for the financial year 2025-26 to NSE within the prescribed time period.
37. Website:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, your Company has maintained a functional website namely https://www.eneravmission.com/ containing the 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.
38. Cyber Security:
In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company’s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data
39. Insurance:
Your Company has taken appropriate insurance for all assets against foreseeable perils.
40. Other Disclosures:
a) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
b) There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
c) There was no instance of onetime settlement with any Bank or Financial Institution.
41. General Disclosure:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of this nature during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.
4. No significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operation in future.
5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)c of the Companies Act, 2013).
6. There has been no change in the nature of business of your Company.
7. An application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
8. There was no instance of onetime settlement with any Bank or Financial Institution or revision of financial statements and Directors’ Report of your Company.
42. ACKNOWLEDGEMENTS
Your directors wish to thank all stakeholders, employees, Company’s bankers, various government authorities, members and business associates for their continued support and valuable co-operation. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.
On behalf of the Board of Directors
Satishkumar Parmar (Chairman, CFO and Director)
DIN:03297705
Dineshkumar Chaudhary (Managing Director)
DIN:03297711
Date:25/08/2025 Place: Ahmedabad
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