Dear Members,
On behalf of the Board of Directors of the Company, it gives us immense
pleasure in presenting the Eighth Board's Report, along with the Audited Financial
Statements (Standalone and Consolidated) for the financial year ending March 31, 2025.
1. FINANCIAL PERFORMANCE
The Company has prepared the Standalone and Consolidated Financial
Statements for the financial year ended March 31, 2025, in accordance with the Indian
Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013.
Key highlights of financial performance of the Company for the
financial year ended March 31, 2025, as compared to previous year is provided below:
|
Standalone |
Consolidated |
| Financial Results |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Gross Revenue |
1292.90 |
1294.29 |
1292.08 |
1294.29 |
| Profit before Interest, Depreciation and Tax |
212.22 |
(91.91) |
213.84 |
(92.03) |
| Profit before tax |
(1.08) |
(488.33) |
0.54 |
(488.42) |
| Profit after tax |
(1.08) |
(566.87) |
0.54 |
(566.96) |
| EPS (basic & diluted) on the basis of ' 10/- per share |
(0.27) |
(148.30) |
0.14 |
(148.51) |
BUSINESS OVERVIEW
We are a global, pure-play Active Pharmaceutical Ingredients (API)
Company, engaged in the development and manufacturing of APIs, while also offering
Contract Development and Manufacturing (CDMO) services to global pharmaceutical Companies.
Our operations are supported by six large-scale, multi-product, state-of-the-art
facilities that adhere to the highest standards of compliance, backed by a team of over
1,700 employees.
With a presence in more than 70 countries, we have established strong
footprints in key markets including North America, Europe, Japan, South Korea, and the
Middle East & North Africa. During the year, the Company introduced several
initiatives focused on cost optimization, enhanced capacity utilization, operating
efficiencies, inventory rationalization, and talent development.
The Company remains optimistic about accelerating its strategic levers
and is confident of delivering sustainable, long-term value to all its stakeholders.
2. DIVIDEND
The Board of Directors of the Company has not recommended Dividend for
the financial year 2024-25.
In terms of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has adopted
a Dividend Distribution Policy.
The said Policy is available on the Company's website and can be
accessed at investors page of our Company's website https://solara.co.in/
uploads/2023/07/Dividend Distribution Policy.pdf
3. TRANSFER TO RESERVES
During the year under review, your Company has not made any transfers
to the reserves.
4. SHARE CAPITAL
• Authorized Capital
The Authorized Share Capital of the Company as on March 31, 2025, stood
at ' 120,00,00,000/- divided into 12,00,00,000 equity shares of '10/- each. There was no
change on Authorized Capital of the Company during the year.
• Issued and Subscribed Capital
The Issued and Subscribed capital as of March 31, 2025, stood at '
48,05,30,220/- divided into 4,80,53,022 equity shares of '10/- each. Changes in the Issued
and Subscribed Capital of the Company are as under:
| Particulars |
No of Shares |
Amount (') |
| April 01 2024 |
3,59,96,267 equity shares of '10/- each. |
35,99,62,670 |
| Additions during the year |
9,000 Equity shares of ' 10/- each allotted
pursuant to ESOP Scheme 2018 on May 29, 2024. |
90,000 |
|
1,19,98,755 Equity shares of face value '
10/- each allotted pursuant rights Issue on June 19, 2024. |
11,99,87,550 |
|
49,000 Equity shares of ' 10/- each allotted
pursuant to ESOP Scheme 2018 on October 21, 2024. |
4,90,000 |
| March 31 2025 |
4,80,53,022 equity shares of '10/- each. |
48,05,30,220 |
• Paid up capital
The Paid-up capital as at March 31, 2025, stood at ' 40,25,38,312.50/-
divided into 3,60,54,267 equity shares of '10/- each, and 1,19,98,755 Equity shares of
face value ' 10/- each and ' 3.5/- per share paid up. Changes in the paid-up capital of
the Company are as under:
| Particulars |
No of Shares |
Amount (') |
| April 01, 2024 |
3,59,96,267 equity shares of '10/- each. |
35,99,62,670 |
| Additions during the year |
9,000 Equity shares of ' 10/- each allotted pursuant to ESOP
Scheme 2018 on May 29, 2024. |
90,000 |
|
1,19,98,755 Equity shares of face value ' 10/- each, on which
' 3.5/- per share has been paid up, on rights Issue basis allotted on June 19, 2024. |
4,19,95,642.50 |
|
49,000 Equity shares of ' 10/- each alloted on October 21,
2024 pursuant to ESOP Scheme 2018 |
4,90,000 |
| March 31, 2025 |
3,60,54,267 equity shares of '10/- each, and 1,19,98,755
Equity shares of face value '10/- each and '3.5/- per share paid up |
40,25,38,312.50 |
5. FUND RAISING
On May 9, 2024, the Rights Issue Committee at its meeting approved the
issuance of 1,19,98,755 Equity Shares of face value of '10 each at a price of ' 375 per
Equity Share (including a premium of ' 365 per Equity Share), to existing equity
shareholders on the record date (May 15, 2024) on ‘rights' basis for an amount
aggregating to ' 449.95
Crores. The issue was on a partly paid-up basis with 3 calls, i.e.,
application money, first call and second call. The issue opened for subscription on May
28,
2024 and closed on June 11, 2024. On June 19, 2024, Company allotted
1,19,98,755 partly paid - up Equity Shares on receipt of Application money of '131.25/-
per equity share, which was aggregating to ' 157.48 Crores.
Further, the Rights Issue Committee at its meeting held on March 26,
2025 approved the First Call Money Notice to the holders of Partly Paid-Up Equity Shares
for ' 131.25/- (i. e ' 3.50/- towards face value and ' 12775/- towards securities premium)
per Rights Share in respect of 1,19,98,755 partly- paid Rights Shares, on Rights basis,
pursuant to the Letter of Offer dated May 09, 2024; The eligible shareholders were
provided with the facility to make the call money through ASBA process wherein the issue
were kept live during the tendering period of 15 days (i.e.) from April 16, 2025 till
April 30,
2025 in both the Stock Exchanges to enable the shareholders to make the
First call money.
No. of shares on which the First Call money was received, and
outstanding are mentioned below:
| Sl. No. Particulars |
No. of Shares |
| 1 Total partly paid shares |
1,19,98,755 |
| 2 Number of shares first call money received |
1,13,89,852 |
| 3 Number of shares reminder notice to be sent |
6,08,903 |
6. EMPLOYEES STOCK OPTION PLAN (ESOP):
The Company has two ESOP Schemes, as detailed below:
| Name of the ESOP Scheme |
Particulars |
| Solara Employees Stock Option Plan 2018 |
During the year under review, Nomination and Remuneration
Committee of the Board (NRC) has granted 1,10,200 options convertible into equal number of
equity shares of face value of ' 10/- each. |
| Solara Employee Stock Option Plan - 2024 |
During the year under review, a new ESOP policy "Solara
Employee Stock Option Plan - 2024" was formulated. During the year under
review, Nomination and Remuneration Committee of the Board (NRC) has granted 3,50,000
options convertible into equal number of equity shares of face value of ' 10/- each. |
A Statement giving detailed information on stock options granted to
employees as required under the Companies Act and SEBI Regulations is enclosed as Annexure
1 to this Report. The details under Regulation 14 of Securities and Exchange Board Of
India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on
the Company's website and can be accessed from the weblink:
https://solara.co.in/investor-relations/ financial-information/
7. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments occurred, affecting the
financial position of the Company, between the end of the financial year and the date of
this report. However, as stated in point 5 above, the Company has made first call on Right
shares and is under the process of allotment.
8. SUBSIDIARIES
The details of Subsidiary Companies and their financial position as
required under the first proviso to Section 129(3) is given in Form AOC-1 as Annexure-2
as part of this report.
During the year, the Board of Directors approved the closure of the
Company's wholly owned subsidiaries, Solara Active Pharma Sciences LTDA, Brazil, and
Shasun USA Inc., at their meetings held on February 21, 2025, and July 22, 2024,
respectively. The decision was taken in view of the absence of any business operations in
these entities. The closure process is currently underway in accordance with applicable
regulatory requirements.
• Incorporation of Entity:
Pursuant to In-Principal approval for carve out granted by the Board of
Directors of the Company at their meeting held on January 24, 2025, a wholly owned Company
called Synthix Global Pharma Solutions Limited (Synthix) was incorporated on April 29,
2025.
9. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standard of Corporate
Governance and adhere to Corporate Governance guidelines as laid out in the Listing
Regulations.
The detailed report on Corporate Governance as per the format
prescribed by Securities and Exchange Board of India under Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 along with a certificate from M/s. Mohan Kumar and Associates, Practicing Company
Secretaries, confirming compliance with the requirements of Corporate Governance is
attached with this report. There are no observations or adverse remarks in the said
certificate.
As required by Listing Regulations, a certificate from M/s. Mohan Kumar
and Associates, Practicing Company Secretary confirming that none of the directors on the
Board of the Company have been
debarred or disqualified from being appointed or continuing as
directors of the companies is attached to this report.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Schedule V of Listing Regulations "Management
Discussion and Analysis" is given separately and forms part of this Report.
11. NUMBER OF MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. The
intervening gap between two consecutive meetings was not more than 120 days. The
particulars of the meetings held, and the attendance of each Director are detailed in the
Corporate Governance Report.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL
As on date of this report, the Board has nine directors comprising of
two Executive Directors, three NonExecutive Directors and four Independent Directors. The
Chairman of the Board is an Independent Director. The details of each member of the Board
as on the date of this report forms part of the Corporate Governance Report.
| Sl. No Name of the Directors |
Designation |
| 1 Mr. R Ramakrishnan (DIN: 00161542) |
Independent Director and Chairperson |
| 2 Dr. Kausalya Santhanam (DIN: 06999168) |
Independent
Director |
| 3 Prof. Rajendra Kumar Srivastava (DIN: 07500741) |
Independent
Director |
| 4 Mr. Rajiv Vijay Nabar (DIN: 10383397) |
Independent
Director |
| 5 Mr. Arun Kumar Pillai (DIN: 00084845) |
Non-Executive
Director |
| 6 Mr. Manish Gupta (DIN: 06805265) |
Non-Executive
Director |
| 7 Mr. Kartheek Chintalapati Raju (DIN: 02921819) |
Non-Executive
Director |
| 8 Mr. Sandeep Shashikantha Rao (DIN: 10838251) |
Managing Director & CEO |
| 9 Mr. Mohan Muthunarayanan (DIN: 03610282) |
Whole Time Director & COO |
Retiring by Rotation:
a) Mr. Mohan Muthunarayanan (DIN: 03610282), Whole Time Director,
retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for reappointment. Your directors recommend his reappointment.
b) Mr. Manish Gupta (DIN: 06805265), Non-Executive Director, retires by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for
reappointment. Your directors recommend his reappointment.
Detailed profile of the Directors retiring by rotation is attached as Annexure
3 to this report
Change in directors and key managerial personnel
during the year:
1. Mr. Ankur Thadani resigned from the post of NonExecutive
(Non-Independent) Director of the Company on July 22, 2024.
2. Mr. Manish Gupta, Non-Executive was appointed as Non-Executive
(Non-Independent) Director of the Company on July 22, 2024.
3. Mr. Poorvank Purohit, resigned from the position of Managing
Director and Chief Executive Officer with effect from February 21, 2025.
4. Mr. Arun Kumar Baskaran, resigned from the position of Chief
Financial Officer with effect from February 21, 2025.
5. Mr. Sandeep Shashikantha Rao was appointed as Managing Director and
Chief Executive Officer of the Company on February 21, 2025, and he has been designated as
Key Managerial Personnel.
6. Mr. Sarat Kumar was appointed as Chief Financial Officer of the
Company on February 21, 2025, and he has been designated as Key Managerial Personnel.
Changes in the position of KMP after the Financial
Year 2024-25 till the date of this Report:
1. Mr. S. Murali Krishna expressed his intention to retire from the
position of Company Secretary & Compliance Officer and Key Managerial Personnel of the
Company with effect from May 15, 2025.
2. Ms. Pooja Jaya Kumar was appointed as the Company Secretary &
Compliance Officer and Key Managerial Personnel of the Company with effect from May 15,
2025
The following are the Key Managerial Personnel
(KMPs) as on the date of this report:
- Mr. Sandeep Shashikantha Rao, Managing Director & Chief Executive
Officer
- Mr. M. Mohan, Whole Time Director & Chief Operating officer
- Mr. Sarat Kumar, Chief Financial Officer
- Ms. Pooja Jaya Kumar, Company Secretary
13. DECLARATION BY INDEPENDENT DIRECTORS
In accordance with Section 149(7) of the Companies Act, 2013 each
Independent Director has confirmed to the Company that he / she meets the criteria of
independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations and that they are not aware of any circumstances or
situations, which exists or may be reasonably anticipated that could impair or impact
their ability to discharge duties
with an objective independent judgement and without any external
influence. In the opinion of the Board, all Independent Directors are independent of the
management.
During the year under review, a meeting of Independent Directors was
held on January 24, 2025. This meeting was conducted without the presence of other
Non-Independent Directors and members of management. During the meeting, the Independent
Directors evaluated the performance of the Non-Independent Directors, the Chairman, and
the Board as a whole. They also assessed the quality, quantity, and timeliness of the
information flow between the Company's management and the Board of Directors.
14. BOARD EVALUATION
The Companies Act and Listing Regulations relating to Corporate
Governance contain provisions on evaluation of the performance of the Board and its
Committees as a whole and Directors including Independent Directors, Non-Independent
Directors, and Chairperson individually. In pursuant thereof, annual evaluation of
performance of the Board, working of its committees, contribution and impact of individual
directors has been carried out through a questionnaire for peer evaluation on various
parameters.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for Independent Directors are
determined by the NRC Committee. An indicative list of factors on which evaluation was
carried out includes participation and contribution by a Director in meetings, commitment,
effective deployment of knowledge and expertise, integrity and maintenance of
confidentiality and independence of behaviour and judgment. Performance evaluation of the
Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated. The Directors expressed their satisfaction with the evaluation process.
15. PARTICULARS OF EMPLOYEES
The statement containing particulars in terms of Section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure
4 to the Boards' report
The statement containing particulars in terms of Section 197(12) of the
Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014 forms part of this report. Considering the first
proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the
aforesaid information, is being sent to the members of the Company and others entitled
thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company
Secretary in this regard.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has undertaken "Corporate Social Responsibility
(CSR)", initiatives in areas of Health, Education and Employability which are
projects in accordance with Schedule VII of the Companies Act, 2013.
A detailed report on CSR activities undertaken during the financial
year 2024-25 is enclosed as Annexure-5 to this Report.
17. RISK MANAGEMENT
The Company has a risk management framework for the identification and
management of risks.
In line with the requirement under the SEBI Listing Regulations, the
Company has constituted a Risk Management Committee (RMC), comprising of members of the
Board and Key Managerial Personnel. Composition of RMC is provided in the Corporate
Governance Report, which forms part of this Report.
RMC is entrusted with the responsibility of overseeing strategic,
operational and financial risks that the organization faces, along with the adequacy of
mitigation plans to address such risks.
Additional details relating to Risk Management are provided in the
Management Discussion and Analysis report forming part of this Report.
18. LOANS, GUARANTEES OR INVESTMENTS
Particulars of investments made, loans given and guarantees covered
under the provisions of Section 186 of the Companies Act, 2013 are provided in Note No. 47
to the Standalone Financial Statements in the Annual Report.
19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions or arrangements entered into by the
company during the financial year were on an arm's length basis and in the ordinary
course of business. In Compliance with the provisions of the Act and Regulation 23(2) of
the SEBI Regulations, 2015, all related party transactions had been placed before the
Audit Committee for prior approval.
The transactions with related parties are disclosed in Note No. 40 to
the Standalone Financial Statements in the Annual Report. Information on transactions with
related parties pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed as Annexure-6 to
this Report. Further, there are no materially significant related party transactions with
its promoters, the directors or the management, their subsidiaries, or relatives, etc.
that may have potential conflict with the interests of the Company at large.
The Company has formulated a policy for transacting with Related
Parties, which is uploaded on the website of the Company and can be viewed at
https://solara.co.in/uploads/2023/07/Solara-Policy- on-Related-Partv-Transactions.pdf
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators /
Courts that would impact the going concern status of the Company and its future
operations.
21. AUDITORS AND AUDIT REPORTS
Statutory Auditors
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Registration No.117366W/W-100018) were reappointed as Statutory Auditors of the Company at
the Sixth Annual General Meeting of the Company held on September 15, 2023, for a period
of 4 years and will hold the office till the conclusion of the 10th AGM of the Company.
Further, the Auditor's report to the shareholders on the
standalone and consolidated financial statement for the year ended March 31, 2025, does
not contain any qualification, observation or adverse comment.
Secretarial Auditors
M/s. Mohan Kumar & Associates, Practicing Company Secretaries,
Chennai, were the Secretarial Auditor for the Company financial year 2024-25,
The Secretarial Audit for the financial year 202425, inter-alia,
included audit of compliance with the Companies Act, 2013, and the Rules made under the
Act, Listing Regulations and applicable Regulations prescribed by SEBI amongst others.
The Secretarial Audit Report is enclosed as Annexure 7 to the
Board's Report.
There are no observations or Remarks in the Secretarial Audit Report.
Secretarial Auditors for the financial year 2025-2026
The Board of Directors at their meeting held on May 15, 2025 has
recommended the appointment appointment of Ms. Parimala Natarajan, a peer reviewed
Practicing Company Secretary (CoP No. 5239) as Secretarial Auditors of the Company for a
period of 5 consecutive years, from April 1, 2025 to March 31, 2030, subject to approval
from the shareholders at the ensuing Annual General Meeting.
Ms. Parimala Natarajan, Practicing Company Secretary has given her
consent to act as Secretarial Auditors of the Company and have confirmed her eligibility
for the appointment. Detailed profile of Ms. Parimala Natarajan, Practicing Company
Secretary forms part of the AGM Notice.
Internal Auditors
M/s. Price Waterhouse Coopers, Chartered Accountants are the Internal
Auditors of the Company for the Financial year 2024-2025. The Internal Auditors carried
out the audit as per the audit plan defined by the Audit Committee and regularly updated
the committee on their internal audit findings at the Committee's meetings.
The Internal Auditors were satisfied with the management's
response on the observation and recommendations made by them during the course of their
audit and have expressed satisfaction with the internal systems, controls and process
followed by the Company.
Internal Auditors for the financial year 20252026
The Board of Directors at their meeting held on May 15, 2025 appointed
M/s. Grant Thornton Bharat LLP (formerly known as Grant Thornton India LLP) (LLPIN:
AAA-7677) as the Internal Auditors of the Company for the Financial year 2025-26.
Cost Auditors and Cost Records
Mr. K. Suryanarayanan, Cost Accountant (Membership No.24946) has
carried out the Cost Audit for the applicable business for the year under review.
Pursuant to the provisions of Section 148(3) of the Companies Act,
2013, the Board of Directors of the Company at their meeting held on May 15, 2025, based
on the recommendation of Audit Committee, approved appointment of Mr. K. Suryanarayanan,
Cost Accountant (Membership No.24946), as the Cost Auditor of the Company for financial
year ended 2026 (FY26) at a remuneration not exceeding 4.75 lakhs/- plus taxes and out of
pocket expenses. A proposal for ratification of remuneration of the Cost
Auditors for FY26 is placed before the Shareholders for approval in the
ensuing AGM.
Further, the Company has duly maintained Cost Records as specified
under sub-section (1) of section 148 of the Companies Act, 2013.
22. INTERNAL FINANCIAL CONTROLS
The Company has in place well defined and adequate framework for
Internal Financial Controls ("IFC") as required under Section 134 (5) (e) of the
Companies Act, 2013.
During the year under review, such controls were tested and no material
weaknesses in their design or operations were observed.
23. OTHER DISCLOSURES
Reporting of frauds by Auditor
During the year under review, neither the Statutory Auditors nor the
Internal Auditors have reported to the Audit Committee or Board, any instances of fraud
under Section 143 of the Companies Act, 2013.
Nature of Business of the Company
There has been no change in the nature of business of the Company
during the year under review.
Change in Registered Office and Corporate Office
During the year under review there was no change in the Registered
office and Corporate office of the Company.
Further, w.e.f May 05, 2025, the Registered office of the Company was
shifted to Cyber One, Unit No. 902, Sector 30A, Plot No. 4 & 6, Vashi, Navi Mumbai,
Maharashtra, India, 400703 and the Corporate Office of the Company was shifted to TICEL
Bio Park, 6th Floor, Module No 601 602 603, Phase II - CSIR Road, Taramani, Chennai, Tamil
Nadu, India, 600113.
Public Deposits
The Company did not accept any deposits within the meaning of
provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014.
Credit Rating
During the year under view, CRISIL has reaffirmed credit rating of
CRISIL BBB / Negative for long term debt and CRISIL A3+ for short term debt.
Vigil Mechanism / Whistle Blower Policy
The Company, in compliance with Section 177 of the Companies Act, 2013
and Regulation 22 of Listing Regulations has established a Whistle Blower Policy in place
as part of its vigil mechanism. The policy provides appropriate avenues to the directors,
employees and stakeholders of the Company to make protected disclosures in relation to
matters concerning the Company. Protected disclosures are appropriately dealt with by the
Whistle Officer or the Chairman of the Audit Committee. The policy is also available on
the Company's website at https:// solara.co.in/uploads/2023/07/Solara Whistle-
Blower-Policy-1.pdf
Policy on Directors Appointment and Remuneration
The policy of the Company on Directors' appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under Section 178 of the
Companies Act, 2013 is available on the Company's website at
https://solara.co.in/uploads/2023/07/ Solara Nomination Remuneration-Policy.pdf
Insurance
The assets/ properties of the Company are adequately insured against
loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are
considered necessary by the management.
Annual Return
Pursuant to Section 92 of the Act and Rules made thereunder, Annual
Return of the Company as on March 31, 2025 is available on the website of the Company and
can be accessed at https://solara. co.in/investor-relations/annual-return/
Other Confirmations
During the year under review, the Company has not made any application
under the Insolvency and Bankruptcy Code, 2016 and no proceedings are pending under the
Insolvency and Bankruptcy Code, 2016 during the year. During the year, there was no
one-time settlement done with the Banks or Financial Institutions.
Secretarial standards issued by the Institute of Company Secretaries of
India (ICSI)
The Directors state that the applicable Secretarial Standards have been
followed during the Financial Year 2024-25.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
Particulars in respect of conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under section 134 of the Companies
Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure
-8 to this Report.
Disclosure under the Sexual harassment of woman at workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has put in place an anti-sexual harassment mechanism in
line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Committee have been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The Company has not received any
complaint of sexual harassment during the year 2024-25.
The Internal Committee of the Company has filed annual return for the
calendar year 2024. The following is the summary of the complaints received and disposed
off during FY24:
(i) No. of complaints filed during the financial year: Nil
(ii) No. of complaints disposed-off during the financial year: Nil
(iii) No. of complaints pending as on the end of financial year: Nil.
Further, the Company also organizes and conducts various training
programmes, from time to time, for awareness on the provisions of POSH Act.
24. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
the Directors of your Company confirm that:
a) in the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures.
b) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit or loss of the company for that period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities.
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating properly;
and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As stipulated under the Listing Regulations, the Business
Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the
Company from environmental, social and
governance perspective is provided separately and forms integral part
of this Annual Report. BRSR as a part of Annual Report is available on the compa ny's
website.
26. ACKNOWLEDGEMENT
Your directors place on record their sincere appreciation for the
dedicated services and continued commitment of all employees of the Company. Directors
also extend their gratitude for the consistent support and cooperation received from
banks, government and regulatory authorities, stock exchanges, customers, vendors.
|
For and on behalf of the Board
of Directors |
|
Sandeep Shashikantha Rao |
M Mohan |
| Place: Bengaluru |
Managing Director & CEO |
Whole Time Director |
| Date: May 15, 2025 |
DIN: 10838251 |
DIN: 03610282 |
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