Dear Members,
Your Directors have pleasure in presenting herewith
the Twenty-Third Annual Report on the business and operations of your Company along with
the Audited Standalone and Consolidated Financial Statements and the Auditors Report
thereon for the year ended 31st March, 2025.
FINANCIAL RESULTS, STATE OF AFFAIRS OF THE COMPANY
AND FINANCIAL PERFORMANCE
The Companys standalone and consolidated performance during the
financial year ended 31st March, 2025, as compared to the previous financial
year, is summarised below:
Amounts in Million
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations |
10,599.98 |
9,145.69 |
12,615.45 |
10,734.36 |
Other Income |
281.38 |
256.92 |
286.75 |
220.46 |
Total Income |
10,881.36 |
9,402.61 |
12,902.20 |
10,954.82 |
Less: Expenses |
8,417.92 |
7,364.40 |
10,325.19 |
9,000.67 |
Profit before exceptional items and Tax |
2,463.44 |
2,038.21 |
2,577.01 |
1,954.15 |
Exceptional Items |
- |
- |
- |
- |
Profit before tax |
2,463.44 |
2,038.21 |
2,577.01 |
1,954.15 |
Tax Expenses |
616.42 |
518.68 |
642.01 |
188.03 |
Net Profit after Tax |
1,847.02 |
1,519.53 |
1,935.00 |
1,766.12 |
Other Comprehensive Income |
(8.58) |
13.03 |
(11.75) |
12.42 |
Total Comprehensive Income |
1,838.44 |
1,532.56 |
1,923.25 |
1,778.54 |
SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital of the Company
is RS 65,56,60,220 (Sixty-Five Crore, Fifty-Six Lakhs, Sixty Thousand, Two Hundred and
Twenty) divided into 6,55,66,022 (Six Crore Fifty Five Lakhs Sixty Six Thousand and Twenty
-Two) equity shares of RS 10/- (Rupees Ten) each as on 31st March, 2025.
TRANSFER TO RESERVES
The Company proposes to transfer 184.70 Million to the General Reserve
out of amount available for appropriation, and an amount of 1,588.17 Million is proposed
to be retained in profit and loss account.
DIVIDEND
Based on the Company performance and the business of the Company, your
directors are pleased to recommend final dividend of Re. 1 per equity share of RS 10 each
for the financial year 2024-2025 for approval of shareholders at the ensuing Annual
General Meeting.
Pursuant to the requirements of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations), the Dividend Distribution Policy of the Company is available
on the Company Dividend-Distribution-Policy-v2.pdf
INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, your Company was not required to transfer
any funds to Investor Education and Protection Fund (IEPF).
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business carried on by your
Company or its subsidiaries during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition
of Board of Director
The Board of Directors is duly constituted and consists of the 9 (Nine)
Directors out of which 5 (Five) are Independent Directors as on the close of the financial
year. The details of the composition of Board of Directors are mentioned in the Corporate
Governance Report forming part of the Annual Report.
In pursuant to the provisions of Section 152 of the Companies Act,
2013, Dr. Ankit Thakker (DIN: - 02874715), Executive Director and CEO of the Company
retires by rotation at the ensuing Annual General Meeting and being eligible, offer
himself for reappointment. Based on the performance evaluation and recommendation of the
Nomination and Remuneration Committee, the board recommends his reappointment.
KEY MANAGERIAL PERSONNEL
Sr. No. Name of Key Managerial Personnel |
Designation |
1. Dr. Ajay Thakker |
Chairman & Managing Director |
2. Dr. Ankit Thakker |
Executive Director & Chief Executive
Officer |
3. Mr. Harshad Purani |
President Admin and Head CSR & Chief
Financial Officer |
4. Mrs. Suma Upparatti |
Company Secretary & Compliance officer |
(i) Declaration by Independent Directors:
The Company has received the necessary declarations from each of the
Independent Director under Section 149(7) of the Act, stating that he/she meets the
criteria of independence laid down in Section 149(6) of the Act and Regulation 25(8) of
the SEBI Listing Regulations and there has been no change in the circumstances which may
affect their status as independent director during the year. The Independent Directors
have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and
Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name
in the databank of Independent Directors. The Board has taken on record these declarations
after undertaking the due assessment of the veracity of the same.
Also, the Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV of the Act and have confirmed that they
are in compliance with the Code of Conduct for Directors and Senior Management personnel
formulated by the Company.
Based on the declaration received from all the Independent Directors
and in the opinion of the Board, all Independent Directors possess integrity, expertise,
experience and proficiency and are independent of the management.
During the year under review, none of the Independent Directors of the
Company has had any pecuniary relationship or transactions with the Company, other than
sitting fees.
The terms and conditions of appointment of Independent Directors are
placed on the website of the Company.
(ii) Board Evaluation
Pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by SEBI Listing Regulations, the Board of Directors (Board) has
carried out an annual evaluation of its performance and that of its individual Directors.
The Board evaluation was conducted through questionnaire designed with
qualitative parameters and feedback based on ratings.
The criteria for performance evaluation of the Board included aspects
like Board composition and structure; effectiveness of Board processes, information and
functioning etc.
(iii) Independent Directors Meeting
A separate meeting of the Independent Directors without the presence of
the Chairman, the Managing Director or other Non-Independent Director(s) or any other
Management Personnel was held on 7th February, 2025. The Independent Directors
reviewed the performance of Non-Independent Directors, Committees of the Board and the
Board as a whole along with the performance of the Chairman of the Company 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.
(iv) Familiarisation Programme for Independent Directors
Your Company has in place a structured induction and familiarisation
programme for its Directors. Upon appointment, Directors receive a Letter of Appointment
setting out in detail, the terms of appointment, duties, responsibilities, obligations,
Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to
Directors, Key Managerial Personnel and Senior Management Personnel.
They are also updated on all business-related issues and new
initiatives. Independent Directors are also encouraged to visit the facilities of the
Company and engage with Senior Management. Regular presentations and updates on relevant
statutory changes encompassing important laws are made and circulated to the Directors.
Such familiarisation programmes help the Independent Directors to
understand the Companys strategy, business model, operations, markets, organisation
structure, risk management etc. and such other areas as may arise from time to time.
The policy on the familiarisation programmes imparted to the
Independent Directors is posted on the website of the Company and may be accessed at:
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Regulation 34(2) of the Listing Regulations, a
Management Discussion and Analysis Report forms part of this Report. The state of the
affairs of the business along with the financial and operational developments have been
discussed in detail in the Management Discussion and Analysis Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A Business Responsibility and Sustainability Report, detailing the
various initiatives taken by your Company on the environmental, social and governance
front, forms an integral part of the Annual Report.