To,
The Members,
Your Directors hereby present the Company's 77th Annual
Report of Ador Multi Products Limited ('the company') along with audited financial
statements for the financial year ended March 31, 2025. The Company, along with its
subsidiaries wherever required, is referred to as 'we', 'us', 'our', or 'Ador
Multiproducts'. The consolidated performance of the Company and its subsidiaries has been
referred to wherever required.
1. PERFORMANCE OF THE COMPANY
The table below sets forth the key financial parameters of the
Company's performance during the year under review
Rs. in lacs
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operation |
217.97 |
515.14 |
217.97 |
672.76 |
Other Income |
15.81 |
15.84 |
64.27 |
161.07 |
EBITDA |
(30.95) |
(59.99) |
212.62 |
(212.08) |
Finance Cost /Interest |
9.55 |
12.07 |
9.63 |
28.02 |
Depreciation |
25.52 |
29.14 |
59.99 |
52.97 |
Profit before Tax |
(66.03) |
(1051.10) |
(319.05) |
(331.01) |
2. DIVIDEND:
In view of the losses of the company, your Directors do not recommend
dividend for the year under review.
3. SHARE CAPITAL
The Authorized Share Capital of the company as on 31st
March, 2025 was ' 5,00,00,000/- divided into 50,00,000 Equity Shares of ' 10/- each.
The Paid-Up Capital of the company was ' 4,67,36,330/- divided into
46,73,633 Equity Shares of ' 10/- each.
*The Authorized Share Capital of the company has been increased from '
5,00,00,000/- (Rupees Five Crore) to ' 20,00,00,000/ - (Rupees Twenty Crore), divided into
2,00,00,000 Equity Shares of ' 10/- Each) pursuant to a Special Resolution passed through
Postal Ballot on 20th April, 2025.
**The Paid Up Share Capital of the company has been increased from '
4,67,36,330/- to Rs. 9,56,09,890/- divided into 95,60,989 Equity Shares of ' 10/- each
subsequent to Preferential Allotment of Equity Shares on 16th May, 2025.
The Company has also allotted 93,12,364 Share warrants of ' 31.41/-
each aggregating to amount of ' 29,25,01,353/- in the board meeting held on 16th
May, 2025. The warrants will be converted into Equity Shares within 18 months from the
date of allotment.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
During the period under review, the revenue from operations of the
company is ' 217.97 Lakhs as compared to previous year's Revenue of ' 515.14 Lakhs. Your
company has reassessed their business strategy and have realigned to focus on
manufacturing as a service / contract manufacturing as its mainstay as well as revitalize
its brands. Your company is focusing on the liquid lines with products like serums,
sanitizers, oils, gels in both bottle and tube format packaging. The company also
continues to manufacture talcum powder in parallel. With one factory at Puducherry, the
company continues to keep the cost base very economical and build a stronger client base
with requirements in South India. The company focused on cost cutting measures this year.
Furthermore your company now has a new investor and new management
team, with a new, refreshed strategy in place.
In addition to growing the personal care business and finding new
customer segments for it, the new management comes with in depth experience to manage
large scale contracts. With this approach, your management is also looking to invest,
diversify and build a real estate division within the company and build
Going forward, the Company will continue to review and reinforce its
strategies and action plans to rapidly scale up its global foot print. It is building
contracts with reputed clients and that should bear fruit in the coming year.
Your company is expected to build tremendous brand value by partnering
with high growth young brands and investing in productivity in the coming year. This
complemented with high volume traditional FMCG brand manufacturing is expected to enable
the company to find a healthy stable balance between revenues, profitability and value
creation in the coming year. The company will also selectively revitalize its brands for
the b2b segment
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There has been change in the control and management of the company due
to transfer of shares pursuant to Share Purchase Agreement dated 21st March,
2025 between the Existing Promoters and Thrive Future Habitats Infra Private Limited
('Acquirer') in terms of Regulation 22 (2) of SEBI (SAST) Regulations, 2011.
The Company has issued and allotted 48,87,356 Equity Shares of ' 10
each at an issue price of ' 31.41 per share (including security premium of ' 21.41 per
shares) total amounting to ' 15,35,11,851/- on 16th May, 2025 and the Company
also issued and allotted 93,12,364 Share warrants of ' 31.41 each aggregating to amount of
' 29,25,01,353/- in the board meeting held on 16th May, 2025.
Except above there is no material changes and commitments occurred
after the end of the financial year.
6. CHANGE IN NATURE OF BUSINESS:
During the year under review there has been no change in the nature of
business of the company.
The Company has modified its object clause by addition of the new
object clause related to real estate business through the passing of Special Resolution
passed by Postal Ballot dated 20th April, 2025.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
During the year under review, there was no amount due to be transferred
to the Investor Education and Protection Fund.
8. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABOSORPTION:
The Company has not carried any activities relating to the conservation
of energy. The Company has not acquired any technologies during the year under review.
9. FOREIGN EXCHANGE EARNINGS / OUTGO: -
Your Company has not carried out any activities relating to the export
and import during the financial year.
10. REPORT ON CORPORATE GOVERNANCE:
Your company is under exemption of compliance of Regulation 17, 17A,
18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and hence Report on Corporate Governance and
Auditor's Certificate on Corporate Governance is not applicable to the Company.
CEO and CFO certification:
As required by regulation 17(8) SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the CEO and CFO certification as specified in
Part B of Schedule II is not applicable.
11. REPORT ON MANAGEMENT DISCUSSION &ANALYSIS:
A detailed Management Discussion and Analysis as required under
regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is given in Annexure A, which forms part of this
Board's Report.
12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on March 31, 2025, the company had 2 subsidiaries.
A report on the financial positions of both subsidiaries as per the
Companies Act, 2013 as provided in Form AOC-1 is attached with this report as Annexure
- B
13. DEPOSITS:
The Company has not accepted any deposits from the public and as such,
no amount on account of principal or interest on deposits from the public was outstanding
as on the date of the Balance Sheet, thus no disclosure is required under Chapter V of the
Companies Act, 2013.
14. EXTRACT OF THE ANNUAL RETURN:
As required under Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return in Form No. MGT 7, as at the financial year ended
31st March, 2025, will be uploaded on the website of the company at
www.adormultiproducts.com
15. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors met six times during the financial year
2024-2025 in compliance with the provisions of the Companies Act, 2013. The intervening
gap between any two meetings was within the period of 120 days as prescribed by the
Companies Act, 2013.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under review.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All transactions with Related Parties that were entered into during the
financial year were on Arm's length basis and were in the Ordinary Course of business.
There are no materially significant transactions with related parties made by the Company
with the Promoters, Directors, Key Managerial Personnel which may have potential conflict
with the interest of the Company at large. Accordingly the Particulars of contracts or
arrangements with related parties referred to Section 188 of the Companies Act, 2013 in
the prescribed form AOC-2, is not applicable.
18. COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The policy of the Company on Directors' Appointment and Remuneration,
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided in Section 178(3) of the Companies Act, 2013, adopted
by the Board has been posted on its website.
19. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits 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;
(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; 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.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Board of Directors:
The composition of the Board of Directors of the Company is in
accordance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with an appropriate combination of Executive Director,
NonExecutive Directors and Independent Directors
Appointment / Re-appointment of Directors
During the year, Mr. Sandeep Ahuja retired as an Independent Director
of the company w.e.f. close of business hours on 14th February, 2025, pursuant
to the completion of his term. The Board of Directors, on recommendation of Nomination
& Remuneration has approved the re-appointment of Mr. Sandeep Ahuja as an Independent
Director of the company, for the
second term of 5 years from 20th March, 2025 to 19th
March, 2030 (both days inclusive), the same was approved by the members through Postal
Ballot on 20th June, 2025.
Mr. Arvinder Singh Pasricha (DIN : 00032420) was appointed as
Additional Director (Non-Executive Non-Independent Director), Mr. Vinay Kumar Singh (DIN :
06497700) was appointed as Additional Director (Managing Director) and Mrs. Praveen Kumari
Singh (DIN : 11096754) was appointed as Additional Director (Non Executive Independent
Director) in the Board Meeting held on 27th May, 2025 to hold the office till
the ensuing Annual General Meeting of the Company. Your director recommends to appoint
(regularize) them as Director.
As stipulated under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations")and
Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed
re-appointed, is annexed to the Notice convening 77th Annual General Meeting
(AGM).
*There has been change in the management of the company due to change
in the control of the company pursuant to the Share Purchase Agreement entered into
between the company's previous promoters and Thrive Future Habitats Infra Private Limited.
**Mr. Deep Ashda Lalvani (Non Executive Whole Time Director & CFO),
Ms. Tanya Halina Advani (Non Executive Woman Director) and Mr. Suneil Chawla (Independent
Director) has resigned from the Board of Directors w.e.f. 27th May, 2025.
Declaration of Independence:
Pursuant to the provisions of Section 149 of the Act and Regulation
25(8) of the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015
('SEBI Listing Regulations'), the independent directors have submitted declarations
stating that each of them fulfill the criteria of independence as provided in Section
149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the SEBI
Listing Regulations. There has been no change in the circumstances affecting their status
as independent directors of the Company. In the opinion of the Board, the Independent
Directors are competent, experienced, proficient and possess necessary expertise and
integrity to discharge their duties and functions as Independent Directors. The
Independent Directors of the Company have undertaken requisite steps towards the inclusion
of their names in the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs.
None of the Company's directors are disqualified from being appointed
as a director as specified in Section 164 of the Act. All Directors have further confirmed
that they are not debarred from holding the office of a director under any order from SEBI
or any other such authority
21. COMMITTEES OF THE BOARD
During the period of Financial Year 2024-25, the company has three
committees, namely:
1. Audit Committee
2. Stakeholder Relationship Committee
3. Nomination and Remuneration Committee
The composition and meetings of the committees are in line with the
provisions of the Act and SEBI Listing Regulations. Composition of each committee is as
follows:
AUDIT COMMITTEE
| Name of Director |
Category |
Chairman / Member |
| Mr. Sandeep Ahuja |
Independent Director |
Chairman |
| Mr. Suniel Chawla |
Independent Director |
Member |
| Mr. Deep Lalvani |
Whole Time Director |
Member |
STAKEHOLDER RELATIONSHIP COMMITTEE: |
|
|
| Name of Director |
Category |
Chairman / Member |
| Ms Tanya Advani |
Non Executive Director |
Chairman |
| Mr. Deep Lalvani |
Whole Time Director |
Member |
NOMINATION AND REMUNARATION COMMITTEE: |
|
|
| Name of Director |
Category |
Chairman / Member |
| Mr. Sandeep Ahuja |
Independent Director |
Chairman |
| Mr. Suneil Chawla |
Independent Director |
Member |
| Ms. Tanya Advani |
Non Executive Director |
Member |
Due to change in the management of the
company w.e.f. 27th May, 2025 the composition of the committees has changed as
follows: |
AUDIT COMMITTEE (w.e.f. 27.05.2025) |
|
|
| Name of Director |
Category |
Chairman / Member |
| Mr. Sandeep Ahuja |
Independent Director |
Chairman |
| Mrs. Praveen Kumari Singh |
Independent Director |
Member |
| Mr. Vinay Kumar Singh |
Managing Director |
Member |
STAKEHOLDER RELATIONSHIP COMMITTEE (w.e.f.
27.05.2025) |
| Name of Director |
Category |
Chairman / Member |
| Mr. Arvinder S Pasricha |
Non-Executive Director |
Chairman |
| Mrs. Praveen Kumari Singh |
Independent Director |
Member |
| Mr. Vinay Kumar Singh |
Managing Director |
Member |
NOMINATION AND REMUNARATION COMMITTEE
(w.e.f. 27.05.2025) |
| Name of Director |
Category |
Chairman / Member |
| Mr. Sandeep Ahuja |
Independent Director |
Chairman |
| Mrs. Praveen Kumari Singh |
Independent Director |
Member |
| Mr. Arvinder Singh Pasricha |
Non-Executive Director |
Member |
22. VIGIL MECHANISM / WHISTLE BLOWERPOLICY:
The Company has established a vigil mechanism (which incorporates a
whistle blower policy in terms of listing agreement) for directors and employees to report
their genuine concerns. The Policy is also available on the Company's website.
23. POLICIES OF THE COMPANY
Your Company has posted the following documents on its website
1. Materiality of event & information
2. Preservation of documents
3. Whistle Blower cum Vigil Mechanism.
4. Prevention of Sexual Harassment
5. Remuneration Committee
6. Nomination & Remuneration Policy
7. Archive Management Policy
8. Independent Director Appointment - T&C
9. Audit Committee Charter
10. Code of Conduct for Prevention of Insider Trading
11. Code of Practices and Procedures for fair disclosure
12. Stakeholders' Relationship Committee
24. AUDITORS AND AUDITORS' REPORT:
STATUTORY AUDITORS:
At the 75th Annual General Meeting held on 14th
August, 2023, the members approved re-appointment of M/s. Praveen and Madan,
Chartered Accountants, Bangalore (Firm Registration No. 011350S) as the
Statutory Auditors of the company to hold the office until the conclusion of the 80th
Annual General Meeting of the company to be held for the Financial Year 2027-28.
The Statutory Auditor's Report for FY 2024-25 does not contain any
qualifications, reservations, adverse remarks or disclaimers.
The Statutory Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Act, for the year under review.
Report on Frauds, if any:
During the year under review, no incidence of any fraud has occurred in
the Company. Neither the Audit Committee of the Board, nor the Board of the Company had
received any report involving any fraud, from the Statutory Auditors of the Company. As
such, there is nothing to report by the Board, as required under Section 134 (3) (ca) of
the Companies Act, 2013.
INTERNAL AUDITORS:
The Company has appointed R Atchoudane, Chartered Accountant, as its
Internal Auditor. The Internal Auditors monitor and evaluate the efficacy and adequacy of
internal control system in the Company, its compliances with operating systems, accounting
procedures and policies and report the same to the Audit Committee on quarterly basis.
Based on the report of internal audit, management undertakes corrective action in their
respective areas and thereby strengthens the controls.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the CompaniesAct,2013 and
the Rules made thereunder, Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS
8103; C P No. 8064), Pune, was appointed to conduct a secretarial audit of the Company's
Secretarial and related records for the financial year ended 31 March, 2025.
The report of the Secretarial Auditor in Form MR-3 for the financial
year ended March 31, 2025 is attached to this Report. The Secretarial Audit Report does
not contain any qualifications, reservations, or adverse remarks or disclaimers.
As per the provisions of Regulation 24A of SEBI (LODR) Regulations,
2015, on the basis of recommendation of board of directors, a listed entity shall appoint
or re-appoint a Secretarial Auditor for a term of five years with the approval of
shareholders in the Annual General Meeting of the Company. Your board recommends to
appoint Ms. Snehal Amol Phirange, Practicing Company Secretary, as Secretarial Auditor for
the period of five years commencing from financial year 2025-26 till the financial year
2029-30.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR
REPORTS:
There are no qualifications, reservations or adverse remarks made by
the Auditors in their report.
25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS:
The Company has an Internal Control System, commensurate with size,
scale and complexity of its operations. The internal financial controls are adequate and
are operating effectively so as to ensure orderly and efficient conduct of business
operations.
During the year under review, such controls were tested and no
reportable material weakness in the design or operation was observed.
26. RISK MANAGEMENT POLICY:
The Board regularly reviews the risk management strategy of the Company
to ensure the effectiveness of implementation of the risk management policies and
procedures. Your Directors do not foresee any elements of risk, which in its opinion, may
threaten the existence of the Company.
27. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the Company.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Ador Multiproducts has zero tolerance for sexual harassment and has
adopted a charter on prevention, prohibition and redressal of sexual harassment in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and complied with all provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
including constitution of Internal Complaints Committee.
During the FY 2024-25, neither any complaints of sexual harassment were
received by ICC, nor were there any complaints relating thereto which required any
disposal thereof.
29. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:
The Nomination and Remuneration Committee has laid down the criteria
for performance evaluation by the Board of its own performance and that of the various
Committees of the Board and the individual Directors. The framework of performance
evaluation of the Directors captures the following points:
Key attributes of the Independent Directors that justify his / her
extension / continuation on the Board of the Company; Participation of the Directors in
the Board proceedings and his/her effectiveness;
The evaluation was carried out by means of the replies given /
observations made by all the Directors on the set of questions developed by them which
brought out the key attributes of the Directors, quality of interactions among them,
adequacy and effectiveness of the various Committees of the Board and the performance of
the Board.
30. INFORMATION FORMING PART OF THE DIRECTOR'S REPORT PURSUANT TO RULES
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and also the Statement
containing particulars of employees as required under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in Annexure
D forming part of this Report.
31. OTHER DISCLOSURES:
Details of employees pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided on
request, by the Company Secretary.
32. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board
wishes to place on record its sincere appreciation of the devoted efforts of all employees
in advancing the Company's vision and strategy to deliver good performance.
33. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The disclosure is not applicable as the company has not undertaken any
one-time settlement with the banks or financial institutions during the year.
34. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
During the year under review, no Corporate Insolvency Resolution
Process / proceedings were initiated by / against the company under the Insolvency and
Bankruptcy Code, 2016.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS:
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's operations in future.
36. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to our customers,
bankers, business associates, consultants, and various Government Authorities for their
continued support extended to your Companies activities during the year under review. Your
Directors also acknowledges gratefully the shareholders for their support and confidence
reposed on your Company.
|
For and behalf of the Board of Directors
of |
|
|
Ador Multi Products Limited |
|
|
Sd/- |
Sd/- |
|
Arvinder Singh Pasricha |
Vinay Kumar Singh |
| Place: Mumbai |
Chairman & Director |
Managing Director & CFO |
| Date: 16th July, 2025 |
DIN: 00032420 |
DIN: 06497700 |