To The Members,
Your Directors have pleasure in presenting the Thirty Nineth Annual Report on the
business of your company, together with the Audited Financial Statements of the Company
for the year ended 31st March, 2025 along with Auditors' Report thereon.
1. FINANCIAL HIGHLIGHTS
(Rs.in lakhs)
Particulars |
2024-2025 |
2023-2024 |
Gross income |
55.40 |
45.91 |
Profit/(Loss) before Depreciation, |
|
|
Finance Costs and Tax |
32.46 |
22.93 |
Depreciation |
3.06 |
4.35 |
Finance costs |
- |
- |
Profit/(Loss) before tax |
29.40 |
18.58 |
Current Tax |
5.49 |
0.02 |
Deferred Tax |
(0.47) |
10.40 |
Net Profit/(Loss) |
24.38 |
8.16 |
2. OPERATING RESULTS
Your company has generated total Gross Income of Rs.55.40 lakhs during the financial
year 2024-2025 as against Rs.45.91 lakhs during the financial year 2023-2024 and has
earned a net profit of Rs.24.38 lakhs as against net profit of Rs.8.16 lakhs respectively
as per Indian Accounting Standards (Ind AS).
3. DIVIDEND
With a view to conserve resources for long term needs of the Company, your directors do
not recommend any dividend for the Financial Year 2024-2025.
4. TRANSFER TO RESERVE
The Company did not transfer any amount to the General Reserve for the Financial Year
ended 31st March, 2025.
5. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the
Company.
6. CHANGES IN THE SHARE CAPITAL
The paidup share capital of the company as on 31st March, 2025 is
Rs.2,54,45,000/- consisting of 25,44,500 Equity Shares of Rs.10/- each. During the year
under review, the company has not issued any fresh shares.
7. DIRECTORS
During the year under review, Sri. T. Adinarayana, Director will retire at the ensuing
Annual General Meeting and being eligible offers himself for reappointment and the Board
recommends his reappointment. The members have approved the appointment of Sri. T.
Govardhana Rao (DIN:07162634) and Ms. Sridevi Madati (DIN:02446610) as Independent
Directors for a period of five consecutive years with effect from 27.9.2024 to 26.9.2029
at the 38th AGM held on 9.9.2024.
All the Independent Directors of your Company have given declarations under Section 149
(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down
under Section 149 (6) of the Companies Act, 2013 and the Rules made there under and also
as per applicable regulations of the SEBI (LODR) Regulations, 2015. Further, they have
also confirmed that they are not aware of any circumstances or situations, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge the
duties with an independent judgment and without any external influence.
None of the Directors are disqualified from being appointed or holding office as
Directors, as stipulated under Section 164 of the Companies Act, 2013.
8. BOARD MEETINGS
During the financial year 2024-2025, Six Board Meetings were properly convened and held
on 25th May, 2024, 9th August, 2024, 25th September,
2024, 13th November, 2024, 8th February, 2025 and 28th March,
2025. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Board and has carried out the annual performance evaluation
of its own performance, the directors individually as well as the evaluation of the
working of its Audit, Nomination and Remuneration and all other committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual
Directors, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of your Company and its minority
shareholders etc.,The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Independent Director being evaluated.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of your Company was evaluated, taking
into account the views of the Manager & Non-Executive Directors. The Nomination and
Remuneration Committee reviewed the performance of individual directors on the basis of
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.,
10. FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS
The Members of the Board have been provided opportunities to familiarize themselves
with the Company, its Management and its operations. All the Independent Directors of the
Company are made aware of their roles and responsibilities at the time of their
appointment through a formal letter of appointment, which also stipulates various terms
and conditions of their engagement. Manager and Senior Management provide an overview of
the operations and familiarize the Directors with matters related to the Company's values
and commitments. They are also introduced to the organization structure, constitution of
various committees, board procedures etc.,
11. KEY MANAGERIAL PERSONNEL
The Board designated the following as Key Managerial personnel of the Company under the
provisions of the Companies Act, 2013: Mr. Omprakash Koyalkar - Manager Mr. T. Ramesh Babu
- Chief Financial Officer Mrs. Sanjana Jain - Company Secretary and Compliance officer
There were no changes in the office of Key Managerial personnel of the company during the
year 2024-2025. The Board at its meeting held on 25.5.2024, had reappointed Mr. Omprakash
Koyalkar, as Manager of the Company for a period of three years with effect from 10.7.2024
and the members have approved the reappointment of manager at the 38th AGM held
on 9.9.2024.
12. NAMES OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR
The Company did not have any subsidiaries, associates or joint ventures during the
year.
13. FIXED DEPOSITS
The Company has not accepted any Fixed Deposits and as such no principal or interest
was outstanding as on the date of the balance sheet.
14. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the regulators or courts which would
impact going concern status and its operations in future.
15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business and size and complexity of its operations. Internal control
systems comprising of policies and procedures designed to ensure reliability of financial
reporting, timely feedback, compliance with policies, procedures, applicable laws and
regulations. The Company is following all the applicable Accounting Standards (Ind AS) for
properly maintaining the books of accounts and reporting financial statements. The Audit
committee actively reviews the adequacy and effectiveness of the Internal Financial
control and suggests the improvements for the same.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, in respect of Directors' responsibility statement, Your Directors
state that: (i) In the preparation of the annual accounts for the financial year ended 31st
March, 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures; (ii) Appropriate accounting policies had been
selected 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 31st March, 2025 and of the Profit and
Loss of the Company for that period; (iii) Proper and sufficient care has been taken 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; (iv) The
annual accounts have been prepared on a going concern basis; (v) Internal financial
controls have been laid down to be followed by the company and that such internal
financial controls are adequate and were operating effectively,and (vi) That proper
systems have been devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.
17. AUDITORS
M/s. NSVR & Associates LLP, Chartered Accountants, Hyderabad (ICAI Firm
Registration No. 008801S/S200060),were appointed as statutory auditors of the Company for
a period of 5 years at the 36thAnnual General Meeting held on 28th September,
2022, till the conclusion of 41st Annual General Meeting.
18. AUDITORS' REPORT
There are no qualifications,or adverse remarks made by M/s. NSVR & Associates
LLP,Chartered Accountants, Statutory Auditors' in their report for the Financial Year
ended 31st March, 2025.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during
the year under review.
19. SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
reappointed M/s. P.S. Rao & Associates, Company Secretaries, a firm of Practicing
Company Secretaries to undertake the Secretarial Audit of the Company for the year
2024-2025. The Secretarial Audit report for the financial year 2024-2025 is annexed
herewith as Annexure - I to this Report.
20. SECRETARIAL AUDIT REPORT
There are no qualifications, reservations or adverse remarks made by M/s. P.S. Rao
& Associates, Practicing Company Secretaries in their report for the financial year
ended 31st March, 2025.
21. INTERNAL AUDITORS
M/s. Suresh and Babu, Chartered Accountants are the internal auditors of the Company
for the financial year 2024-2025 and they have not given consent for reappointment. The
Board on the recommendation of the Audit Committee has appointed M/s. Venkataratnam &
Associates, Chartered Accountants (Firm Regn No.029497S) as internal auditors of the
Company for the financial year 2025-2026. The Internal Auditors are submitting the reports
on quarterly basis.
22. AUDIT COMMITTEE
The audit committee of the Company is constituted in line with the provisions of
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
read with Section 177 of the Companies Act, 2013.During the year, the board has
reconstituted the composition of the audit committee of the company.
The following is the composition of Audit Committee as at 31st March, 2025:
1. Mr. T. Govardhana Rao, Chairman
2. Ms. Sridevi Madati
3. Mr. T. Adinarayana
All the recommendations made by the Audit Committee of the Company have been considered
and accepted by the Board of Directors of the Company.
23. NOMINATION AND REMUNERATION COMMITTEE
The following is the constitution of Nomination and Remuneration Committee as at 31st
March, 2025:
1. Mr. T. Govardhana Rao
2. Ms. Sridevi Madati
3. Mr. T. R. Sekhar
The Nomination and Remuneration Committee has been constituted to recommend a policy of
the company on directors' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of director and other matters and to
frame proper systems for identification, appointment of Directors and KMPs, payment of
remuneration to them and evaluation of their performance and to recommend the same to the
board from time to time and any other function as may be mandated by the Board or
stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory
authorities from time to time. The policy is also posted on the company's website
www.uflfinance.com.
24. STAKE HOLDERS RELATIONSHIP COMMITTEE
The following is the composition of Stake Holders Relationship Committee as at 31st
March, 2025:
1. Mr. T. Govardhana Rao, Chairman
2. Ms. Sridevi Madati
3. Mr. T. Adinarayana
The Committee focuses on shareholders' grievances and strengthening of investor
relations. The committee looks after the services of the Registrars and share transfer
agents and recommends measures for providing efficient services to investors. The
Committee specifically looks into investor complaints like
transfer/transmission/transposition of shares, and other related issues. There were no
complaints pending for redressal as at 31st March, 2025.
25. CORPORATE SOCIAL RESPONSIBILITY
The Company was not required to constitute Corporate Social Responsibility (CSR)
Committee as the company has not met any of the thresholds mentioned in section 135 of the
Companies Act, 2013 during the financial year under review. Hence reporting about the
policy on Corporate Social Responsibility and initiatives taken are not applicable to the
company.
26. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the company have met separately on 31st March,
2025 inter-alia, reviewed the performance of the Chairman, Non Independent Directors and
Manager.
The Independent Directors in the said meeting also assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board to
effectively and reasonably perform its duties.
27. RISK MANAGEMENT POLICY
The Company has developed and is implementing a risk management policy which includes
the identification therein of elements of risk, which in the opinion of the board may
threaten the existence of the Company.
28. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES OF THE COMPANY
Pursuant to the applicable provisions of the Companies Act, 2013 and applicable
Regulations of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and
employees to report genuine concerns has been established.
The Company has a Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any in the Company. The Vigil Mechanism/Whistle Blower policy may be
accessed on the Company's website at www.uflfinance.com.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace as per the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The policy aims to provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or incidental thereto,
with the objective of providing a safe working environment, where employees feel secure.
(a) Number of complaints of sexual harassment received in the year: Nil (b) Number of
complaints disposed off during the year: Nil (c) Number of cases pending for more than
ninety days: N.A. During the financial year 2024-2025, the Company has not received any
complaint of sexual harassment against any employees of the Company.
30. ANNUAL RETURN
As required pursuant to Section 92(3) read with section 134 (4)(a) of the Companies
Act, 2013, a copy of the Annual Return of the Company has been placed on the Website of
the Company at www.uflfinance.com.
31. RELATED PARTY TRANSACTIONS
As a matter of policy, your company carries out transactions with related parties on an
arms-length basis. Disclosures as required under form AOC-2 are annexed as Annexure II and
also contained in Notes to Financial Statements. 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,
except payment of remuneration to Key Managerial Personnel.The policy on the related party
transactions is also posted at the Company's website www.uflfinance.com.
32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company being a non banking finance company registered with Reserve Bank of India,
mainly deals in the business of Investments and financing activities, is exempt from
complying with the provisions of Section 186 of the Companies Act, 2013. Accordingly, the
disclosures of the loans given and Investments made as required under the aforesaid
section have not been given in this report. However, information regarding loans and
investments are detailed in the notes to the financial statements.
33. LISTING OF EQUITY SHARES
Your company shares are listed with the BSE Limited. The listing fee has been paid for
the financial year 2025-2026.
34. CORPORATE GOVERNANCE
Since the paid up capital of the company is less than Rs.10 Crores and the net worth of
the Company is less than Rs.25 Crores, the provisions of Regulations
17,17A,18,19,20,21,22,23,24,24A,25,26,27 and clauses (b) to (i) and (t) of sub-regulation
2 of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, are
not applicable to the Company, hence corporate governance report has not been enclosed to
directors report.
35. INSIDER TRADING REGULATIONS
The Company has adopted an Internal Code of Conduct' for Regulating, Monitoring
and Reporting of Trades by Insiders (the Code) in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).
The Code is applicable to all Directors and such Designated Employees and other
connected persons who are expected to have access to unpublished price sensitive
information relating to the Company. The Company Secretary is the Compliance Officer for
monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Company has also formulated The Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT
Regulations. This Code is displayed on the Company's website viz., www.uflfinance.com.
36. DECLARATION OF COMPLIANCE OF CODE OF CONDUCT
The Company has adopted a Code of Business Conduct (the Code) which applies to all the
employees and Directors of the Company. Under the Code, it is the responsibility of all
the employees and directors to familiarize themselves with the code and comply with its
standards and that the Board of Directors and Senior Management Personnel of the Company
have affirmed compliance with the Code of Conduct of the Company for the year 2024-2025.A
Declaration in this regard is annexed as Annexure -III.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The global economy remained tough in the year 2024 (Calendar Year 2024), expanding at
3.2% (as per IMF World economic outlook, Apr'25). The rapid rise in trade tensions and
heightened policy uncertainty are likely to exert a substantial drag on global economic
activity. At the start of Fiscal year 2025, global economy was facing challenges in the
form of unresolved and ongoing geopolitical tensions between Russia and Ukraine. Strength
in the labour market coincided with easing inflationary pressures which reflected in
strong economic growth mainly on the back of robust consumption demand.
Industry Structure and Developments
Your company is essentially an investment and finance company and registered with the
Reserve Bank of India under the category of Non-Systematically Important Non-Deposit
taking NBFC i.e., Non-Deposit taking NBFC with assets less than Rs.100 Crores. The value
of the stocks, shares and bonds depends on the prevailing capital markets scenario. The
future success of the Company continues to depend on its ability to anticipate the
volatility of the financial markets, minimizing risks and increasing returns through
prudent investment decisions.
Our Country to remain relatively insulated against the global shocks in the near future
and continue to grow strongly. The operational long-term growth story for India remains
intact driven by favorable demographics and stable governance. India is expected to
maintain its position as the fastest-growing major economy, Growth will be driven by
continued expansion in the services sector and a boost in manufacturing, supported by
government efforts to enhance infrastructure and streamline tax policies.
The Indian economy demonstrated resilience amidst global uncertainties during FY
2024-2025, supported by robust domestic growth drivers and sound macroeconomic
fundamentals. Despite external headwinds from escalating trade tensions and a weakening
global outlook.
Opportunities and Threats
Effective utilization of digital data to improve credit assessments and operational
efficiency. The interest of equity investors remains strong and there is vast pool of debt
capital overseas which is largely untapped. With such a stable foundation, the sector
remains well-positioned to navigate the evolving regulatory environment while maintaining
momentum. NBFCs are increasingly leveraging digital technologies to enhance operational
efficiency, manage fraud, and improve customer engagement. Business specific threats such
as increased intensity of competition from players across the Industry creating downward
pressure on yields, fees, commissions and brokerages, regulatory challenges, technology
innovations, amongst others and the most significant threat for any lending activity is to
constantly exhibit operational excellence and contain the loss and mitigate the risks.
Business Outlook
India's NBFC sector is poised for sustained growth, supported by a thriving economy,
robust balance sheets, and diverse portfolio offerings. Its resilience, adaptability, and
niche focus on last-mile credit delivery remain key strengths, enabling it to drive
significant contributions to India's economic development.
The investments of the Company are typically long-term in nature and predominantly in
the equity markets so as to yield greater revenue for its stakeholders. The company is
also having exposure to financing. Risks and areas of concerns In the normal course of
business, finance and investment companies are exposed to various risks, namely, Credit
Risk, Market Risk and Operational Risk, besides other residual risks such as Liquidity
Risk, Interest Rate Risk, Strategic Risk etc., any company which is in the business of
lending, the entire proposition of the Company (providing finance to various segments of
the economy) is on the fundamentals of managing the risk rather than avoiding it. Further
the risk of market fluctuations will be a major risk associated with the company.
As your company's business is mainly into investment activities, the capital market
developments may affect the gains and profitability of the Company. The company is also
undertaking financing activity and defaults and NPAs may adversely affect profitability of
the Company.
Internal Control Systems and Adequacy
The Company has satisfactory internal control system. The adequacy of the internal
control system is reviewed by the Audit Committee of the Board of Directors. Your Company
has taken proper and sufficient care for the maintenance of adequate accounting records as
required by various Statutes. Internal Auditors, the Audit Committee and Statutory
Auditors have full and free access to all the information and records as considered
necessary to carry out their responsibilities.
Human Resources
The current activities of the company may not require significant human resources,
however to the extent possible requisite personnel have been engaged to take care of
organization need of human resources. The Company will engage requisite human resource as
and when required. Future Outlook Inflation is anticipated to decline gradually; however,
risks persist due to supply chain disruptions and volatile commodity prices and US Tariffs
and volatility in capital markets. Faster progress on disinflation and stronger demand in
key economies could result in greater-than-expected global activity. While uncertainties
surrounding trade policies and inflation persist, proactive fiscal measures and
international collaboration are expected to mitigate risks. By leveraging innovation,
strategic investments, and policy realignments, the global economy remains well positioned
to sustain growth and unlock new opportunities.
PERFORMANCE HIGHLIGHTS:
During the year 2024-2025 the company has earned Gross Income of Rs.55.40 lakhs as
against Rs.45.91 lakhs during the financial year 2023-2024 and has earned a net profit of
Rs.24.38 lakhs for financial year 2024-2025 as against net profit of Rs.8.16 lakhs during
the financial year 2023-2024 respectively.
Details of Key Financial Ratios:
Sl. No. Particulars |
As at 31.3.2025 |
As at 31.3.2024 |
% Change |
1 Debtors Turnover |
NA |
NA |
NA |
2 Inventory Turnover |
NA |
NA |
NA |
3 Interest Coverage Ratio |
NA |
NA |
NA |
4 Current Ratio(Current assets/ |
|
|
|
Current liabilities) |
16.92 |
24.77 |
(31.69) |
5 Debt Equity Ratio |
NA |
NA |
NA |
6 Operating Profit Margin (%)(PBIT/ |
|
|
|
Total Revenue) |
53.07 |
40.47 |
31.13 |
7 Net Profit Margin (%)(Net Profit/ |
|
|
|
Total Revenue) |
44.01 |
17.77 |
147.66 |
8 Return on Net Worth (%) |
|
|
|
(Net Profit/Net Worth) |
1.48 |
0.44 |
236.36 |
The following are the reasons for changes by more than 25% during the Financial Year
2024-2025:
1) The decrease in Current Ratio is due to increase in current liabilities.
2) The increase in operating margin to PBIT is mainly due to increase in
interest and other income inspite of decrease in fair value gains.
3) The increase in net profit margin is due to increase in interest and other
income inspite of decrease in fair value gains and also due to decrease in taxes.
4) The increase in return on net worth is due to increase in interest and other
income inspite of decrease in fair value gains and decrease in taxes and decrease in OCI.
CAUTIONARY STATEMENT:
Statements in the Management Discussion and Analysis that addresses expectations about
the future, including but not limited to statement about Company's strategy for growth,
expenditures and financial results are forward looking statements and these forward
looking statements are based on certain assumptions and expectations of future events. The
Company cannot guarantee that these assumptions and expectations are accurate or will be
realized. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company's operations, include among
others, economic conditions affecting demand/ supply and price conditions in global and
domestic markets, changes in government regulations, Tax laws and other statutes and
incidental factors.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT
GO
The Company has not engaged in any manufacturing activity and thus its operations are
not energy intensive. However, adequate measures are always taken to ensure optimum
utilization and maximum possible saving of energy.
There were no Foreign Exchange earnings and out go during the year.
39. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the company is annexed as Annexure - IV.
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company does not have any employee who is employed throughout
the financial year and in receipt of remuneration of Rs.102 Lakhs or more, or employees
who are employed for a part of the year and in receipt of Rs.8.50 Lakhs or more per month.
40. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, affecting the financial position
of the company which occurred during and between the end of the financial year to which
the financial statements relate and the date of this report.
41. BOARD DIVERSITY
The Company has over the years been fortunate to have good people from diverse fields
to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the
Nomination & Remuneration Committee of the Board ensured diversity of the Board in
terms of experience, knowledge, perspective, background, gender, age and culture.
42. REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATA BANK
All the Independent Directors of your Company have been registered and are members of
Independent Directors Data bank maintained by the Indian Institute of Corporate Affairs
(IICA).
43. MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the
Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
44. SECRETARIAL STANDARDS
Your Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
There is no proceeding pending against the Company under the Insolvency and Bankruptcy
Code, 2016 (IBC Code).
46. STATUTORY DISCLAIMER
RBI does not accept any responsibility or guarantee about the present position as to
the financial soundness of the Company or for the correctness of any of the statements or
representations made or opinions expressed by the Company and discharge of liabilities by
the Company.
47. DETAILS OF 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
Not Applicable.
48. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
In the opinion of Board of Directors of the Company, Independent Directors on the Board
of Company hold highest standards of integrity and are qualified, recognized and respected
individuals in their respective fields. It's an optimum mix of expertise (including
financial expertise), leadership and professionalism.
49. OTHER DISCLOSURES
The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise. Additionally, the Company has not issued any sweat equity shares
during the year.
50. ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the continued assistance and cooperation extended
by various Government Authorities, RBI, SEBI, Stock
Exchange, other regulatory authorities and bankers. The Board expresses its
appreciation of the understanding, dedication and support extended by the employees of the
Company. Your Directors also sincerely acknowledge the confidence and faith reposed by the
shareholders in the Company.
|
for and on behalf of the Board |
|
(T. Adinarayana) |
Place : Hyderabad |
Chairman |
Date : 14.08.2025 |
DIN:00917498 |