The Board of Directors of your Company is pleased to present their report on the working of the Company for the year ended 31st March, 2025 together with the Audited Accounts of the Company.
FINANCIAL PERFORMANCE SUMMARY
The Company's Audited Financial Statements as of March 31, 2025, have been meticulously prepared in accordance with the applicable Ind AS, as well as Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and the pertinent provisions outlined in the Companies Act, 2013 (the "Act").
The summarized financial highlight is depicted below:
|
Particulars
|
FY 2024-25
|
FY 2023-24
|
|
Total Revenue
|
11745.90
|
4129.82
|
|
Total Expenses
|
7633.72
|
2470.22
|
|
Profit/(Loss) before Tax
|
4112.17
|
1659.60
|
|
Current Tax
|
1057.61
|
417.90
|
|
Deferred Tax
|
168.82
|
2.15
|
|
Income Tax Expenses of Previous Year Incurred
|
1.79
|
11.85
|
|
Profit/(Loss) after tax
|
2883.95
|
1227.69
|
• During the financial year, the revenue from operation for the financial year ended on 31.03.2025 was Rs. 11,511.11(in lakhs).
• Furthermore, In Comparison to the Financial year 2024-25, the revenue from operation was Rs. 4105.89 (in lakhs) (Rupees Sixty-Four Lakhs Two Thousand) reported in the previous financial year ended on 31.03.2024.
• The Earnings per Share (EPS) for the year 2024-25 is INR 21.07, as against INR 15.85 in the previous year, reflecting a growth. The consistent increase in EPS highlights the company's commitment to enhancing shareholder value.
STATE OF AFFAIRS
C2C Advanced Systems is a software-first, innovation-driven technology company delivering end-to-end defense and industrial automation solutions. Our key offerings include.
• MAGI-C4ISR and MAGI-C4IX Platforms - Advanced architectures that integrate command, control, communications, intelligence, surveillance, and reconnaissance.
• Dual-Use Technologies - Capabilities designed for both defense and industrial applications, strengthening diversification and resilience.
• Specialized Technology Centers - Facilities dedicated to command & control, automation, cybersecurity, and data sciences.
Our organizational model operates through business unit-based profit centers, encouraging accountability, entrepreneurship, and leadership development.
CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the company.
DIVIDEND
During the financial year 2024-25, The Company has not recommended any dividend for the year ended 31st March, 2025.
TRANSFER TO RESERVES
For the period ended 31st March 2025, the Company has not transferred any amount to Reserve. LISTING OF SHARES ON SME PLATFORM OF NSE LIMITED
During the financial year 2024-25, C2C Advanced Systems Limited has successfully listed its equity shares on the SME Platform of NSE Limited on December 03, 2024. This significant milestone marks a new chapter in the Company's growth journey, providing it with enhanced visibility and access to a broader investor base.
During the course of the Initial Public Offering (IPO), the National Stock Exchange (NSE) appointed an Independent Auditor, who has issued a report containing certain observations dated 15th January, 2025.
The Company has duly submitted its response to the said observations on 10th March, 2025, which is presently under review by the concerned department.
UTILIZATION OF FUNDS
The details of utilization of funds from IPO are as follows:
|
Particulars
|
Total Amount (in Lakhs)
|
Utilized upto 31st March 2025 (in Lakhs)
|
Un-Utilized upto 31st March 2025 (in Lakhs)
|
|
Issue Related Expenses
|
750.00
|
677.67
|
72.33
|
|
Working Capital Requirements
|
4,600.00
|
4,600.00
|
-
|
|
Purchase of Fixed Assets & Fit- outs
|
1,931.10
|
1,931.10
|
-
|
|
Towards Security Deposits
|
160.00
|
106.00
|
54
|
|
General Corporate Purpose
|
2,465.83
|
1,472.00
|
993.83
|
|
Total
|
9,906.93
|
8,786.77
|
1,120.16
|
* Out of Net IPO proceeds which were unutilized as at March 31, 2025, INR 101.94 lakhs are lying in Escrow account maintained with IndusInd Bank and INR 1018.22 lakhs are temporarily invested in fixed deposit maintain with Yes Bank.
CAPITAL AND DEBT STRUCTURE
The authorized share capital of the Company as on 31st March,2025 is Rs. 17,00,00,000/- divided into 1,70,00,000 equity shares of Rs. 10 each.
The issued, subscribed, and paid-up share capital as on 31st March,2025 Rs. 16,64,11,680/- divided into 1,66,41,168 equity shares of Rs. 10 each.
Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on December 02nd, 2024, has allotted total 43,83,600 Equity Shares Rs. 10/- each to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
1.1. CONSTITUTION OF BOARD:
The following is the constitution of Board of Directors and KMPs of the company as on 31st March, 2025:
|
S.
No.
|
Name of the Directors and Key Managerial Personnel (KMPs)
|
Designation
|
|
1.
|
Ms. Lakshmi Chandra
|
Managing Director
|
|
2.
|
Mr. Kuriyedath Ramesh
|
Whole-time director
|
|
3.
|
Mr. Murtaza Ali Soomar
|
Whole-time director
|
|
4.
|
Ms. Shashi Gupta
|
Director
|
|
5.
|
Mr. Syam Sundar Venkata Appala
|
Additional Director
|
|
6.
|
Mr. Kishore Soni
|
Independent Director
|
|
7.
|
Lt. Gen. (Retd.) PJS Pannu
|
Independent Director
|
|
8.
|
Ms. Neha Gupta
|
Independent Director
|
|
KEY MANAGERIAL PERSONNEL
|
|
|
1
|
Mr. Ganapathy Subramanian
|
Chief Financial Officer
|
|
2
|
Mr. Manjeet Singh
|
Company Secretary
|
1.2. CHANGES IN THE BOARD OF DIRECTORS DURING FINANCIAL YEAR 2024-25
|
Name of the Directors
|
Date of Event
|
Nature of Event
|
|
Ms. Neha Gupta
|
30/09/2024
|
Appointed as Additional Director (Non-executive Independent Director)
|
|
Ms. Neha Gupta
|
28/12/2024
|
Regularised from Additional Director (Non-executive Independent Director) to Director (Non-executive Independent Director)
|
|
Mr. Syam Sundar Venkata Appala
|
25/03/2025
|
Appointed as Additional Director (Non-executive Non¬ Independent Director)
|
|
Mr. Kuriyedath Ramesh
|
28/12/2025
|
Retirement by rotation and subsequent re-appointment
|
1.3. BOARD MEETINGS
During the year under review, 9 (Nine) Board Meetings were convened as and when required. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The details of attendance of each Director at the Board Meeting are given below
|
Sr.
No.
|
Date of the Board Meeting
|
No. of Director entitled to attend the meeting
|
No. of directors who attended the Meeting
|
Name of the Directors present
|
|
1.
|
26/04/2024
|
6
|
4
|
Mr. Kishore Soni Ms. Lakshmi Chandra Mr. Murtaza Ali Soomar Ms. Shashi Gupta
|
|
2.
|
27/04/2024
|
6
|
4
|
Mr. Kishore Soni Ms. Lakshmi Chandra Mr. Murtaza Ali Soomar
|
| |
|
|
|
Ms. Shashi Gupta
|
|
3.
|
23/08/2024
|
6
|
5
|
Mr. Kishore Soni Ms. Lakshmi Chandra Mr. Murtaza Ali Soomar Ms. Shashi Gupta Lt. Gen. (Retd.) PJS Pannu
|
|
4.
|
30/09/2024
|
6
|
5
|
Mr. Kishore Soni Ms. Lakshmi Chandra Mr. Murtaza Ali Soomar Ms. Shashi Gupta Lt. Gen. (Retd.) PJS Pannu
|
|
5.
|
26/10/2024
|
7
|
6
|
Mr. Kishore Soni Ms. Lakshmi Chandra Mr. Murtaza Ali Soomar Ms. Shashi Gupta Lt. Gen. (Retd.) PJS Pannu Ms. Neha Gupta
|
|
6.
|
11/11/2024
|
7
|
6
|
Mr. Kishore Soni Ms. Lakshmi Chandra Mr. Murtaza Ali Soomar Ms. Shashi Gupta Lt. Gen. (Retd.) PJS Pannu
Ms. Neha Gupta
|
|
7.
|
25/11/2024
|
7
|
7
|
Mr. Kishore Soni Ms. Lakshmi Chandra Mr. Murtaza Ali Soomar Ms. Shashi Gupta Lt. Gen. (Retd.) PJS Pannu
Ms. Neha Gupta Mr. Kuriyedath Ramesh
|
|
8.
|
02/12/2024
|
7
|
7
|
Mr. Kishore Soni
Ms. Lakshmi Chandra
Mr. Murtaza Ali Soomar
Ms. Shashi Gupta
Lt. Gen. (Retd.) PJS Pannu
Ms. Neha Gupta
Mr. Kuriyedath Ramesh
|
|
9.
|
19/03/2025
|
7
|
7
|
Mr. Kishore Soni
Ms. Lakshmi Chandra
Mr. Murtaza Ali Soomar
Ms. Shashi Gupta
Lt. Gen. (Retd.) PJS Pannu
Ms. Neha Gupta
Mr. Kuriyedath Ramesh
|
Furthermore, during the year under review, 2 (Two) Audit Committee Meetings, 2 (Two) Nomination and Remuneration Committee Meeting were convened and held:
|
Name of the Meeting
|
Date of the
Board
Meeting
|
No. of Director entitled to attend the meeting
|
No. of directors who attended the Meeting
|
Name of the Directors present
|
|
Audit
Committee
Meeting
|
30/09/2024
|
3
|
3
|
Mr. Kishore Soni Lt. Gen. (Retd.) PJS Pannu Mr. Murtaza Ali Soomar
|
|
Audit
Committee
Meeting
|
02/12/2024
|
3
|
3
|
Mr. Kishore Soni Lt. Gen. (Retd.) PJS Pannu Mr. Murtaza Ali Soomar
|
|
Nomination & Remuneration Committee Meeting
|
30/09/2024
|
3
|
3
|
Lt. Gen. (Retd.) PJS Pannu Mr. Kishore Soni Mrs. Shashi Gupta
|
|
Nomination & Remuneration Committee Meeting
|
19/03/2025
|
3
|
3
|
Lt. Gen. (Retd.)
PJS Pannu ...........
Mr. Kishore Soni Mrs. Shashi Gupta
|
GENERAL MEETINGS:
During the year under review, the following General Meetings were held, the details of which are given as under:
|
Sr.
no.
|
Type of General Meeting
|
Date of General Meeting
|
|
1.
|
Extra Ordinary General Meeting
|
29/04/2024
|
|
2.
|
Annual General Meeting
|
28/12/2024
|
Disclosure by Directors:
The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declarations of independence confirming that he/she met with the criteria of independence as laid out in section149(7) of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
CHANGE IN REGISTERED OFFICE:
During the financial year 2024-25, there was a change in registered office of the company within the local limits of city, town or village i.e., NO 86, Wings of Eagles, S S Commercial Estate Varthur Road, Nagavarapalya, C V Raman Nagar, Bangalore to Neil Rao Towers, 4th Floor, Cental Wing, 117 & 118, Road No 3, Vijayanagar, Epip Phase-1, Whitefield, Epip, Bangalore,
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your company has not directly or indirectly
a) Given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,
b) given any guarantee or provide security in connection with a loan to any other body corporate or person and
c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.
WEB ADDRESS OF ANNUAL RETURN:
In pursuance to Section 92 and 134 (3) (a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2025 will be placed on the Company's website and can be accessed at https://c2c-as.com/.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, the Board of Directors of the Company hereby state and confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have 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 the year under review;
c) the directors have taken proper and sufficient care 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;
d) the directors have prepared the annual accounts on a going concern basis.
e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
f) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMPANIES:
During the financial year 2024-25, The Company did not have any associates, joint ventures, or subsidiary companies. The Company continues to focus on its core operations and strategic initiatives to drive growth and enhance shareholder value.
PARTICULAR OF EMPLOYEES
The ratio of the remuneration of each whole-time director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as: ANNEXURE - A".
The statement containing names of top employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, all the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are materially significant related party transactions made by the Company with Entities in which Promoters, Directors are interested, which may have potential conflict with the interest of the Company at large or which requires the approval of the shareholders.
All Related Party Transactions to be entered with related parties are placed before the Audit Committee and the Board. Omnibus approval was obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee, specifying the nature, value and terms and conditions of the transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 as attached in the "ANNEXURE -B".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy;
The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.
(ii) The steps taken by the company for utilizing alternate sources of energy;
The operations of your Company are not energy intensive.
(iii) the capital investment on energy conservation equipments; -Nil
(B) Technology absorpti'on-
(i) The efforts made towards technology absorption; - None
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; - Not Applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) The details of technology imported; - None
(b) The year of import - Not Applicable
(c) Whether the technology been fully absorbed; - Not Applicable
(d) If not fully absorbed, areas where absorption - Not applicable Has not taken place, and the reasons thereof; and
(iv) The expenditure incurred on Research and Development. - Nil
(C) Foreign exchange Earnings and Outgo
During the period under review there was foreign exchange earnings or out flow.
|
Particulars
|
2024-25 INR (in Lakhs)
|
2023-24 INR (in Lakhs)
|
|
Foreign Outgo
|
1156.93
|
302.37
|
|
Foreign In
|
3112.96
|
554.22
|
STATUTORY AUDITORS:
M/S Labs & Associates, Chartered Accountants (Firm Registration No. 021131C) are the Statutory Auditors of the Company. There is no adverse remark of Statutory Auditors in the Audit Report for the FY 2024-25.
COMMENTS ON AUDITORS' REPORT
There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their report requiring explanation or comments from the Board of Directors as required under Section 134(3) of the Companies Act, 2013. The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report.
FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company. SECRETARIAL AUDIT
As per section 204 of the Companies Act, 2013 read with applicable rules every Listed Company and unlisted public company having paid up share capital of Rs. 50.00 Crores or more or turnover of Rs. 250 .00 Crores or more or every company having outstanding loans or borrowings from banks or public financial institutions of Rs. 100 Crores or more shall annex with its Board's report made in terms of sub¬ section (3) of section 134, a secretarial audit report (Form No. MR.3), given by a Company Secretary in practice, in such form as may be prescribed. The Audit Committee has appointed M/s S. Khandelwal & Co, Practicing Company Secretary, as secretarial auditors on December 02nd, 2024 of the Company to conduct the secretarial audit for the financial year 2024-25. The Secretarial Audit report is attached as Annexure- C.
INTERNAL AUDIT
As per section 138 of the Companies Act, 2013 read with applicable rules every Listed Company and unlisted public company having paid up share capital of Rs. 50.00 Crores or more during the preceding financial year or turnover of Rs. 200 .00 Crores or more during the preceding financial year or outstanding loans or borrowings from banks or public financial institutions of Rs. 100 Crores or more at any point of time during the preceding financial year or outstanding deposits of Rs, 25.00 Crores or more at any point of time during the preceding financial year and also applicable to private limited company, subject to specific limits; shall annex with its Board's report, given by a Chartered Accountant or Cost Accountant, in such form as may be prescribed. The Audit Committee has appointed M/s Ankit S Gupta & Co, on December 02nd, 2024, Practicing Chartered Accountant, as internal auditors of the Company to conduct the Internal Audit for the financial year 2024-25.
MAINTENANCE OF COST RECORDS
The Directors state that the overall turnover of the company does not exceed the limit prescribed for maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, accordingly such accounts and records are not made and maintained by the Company.
DEPOSITS
The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company as on the financial year end date.
|
Deposits accepted during the year (including renewed during the year)
|
|
Nil
|
|
Deposits remained unpaid or unclaimed as the end of the year
|
Nil
|
|
Default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved
( i) at the beginning of the year;
maximum during the year
at the end of the year
|
Nil
|
|
Deposits which are not in compliance with requirement of Chapter V of the Companies Act, 2013
|
N il
|
CORPORATE SOCIAL RESPONSIBILITY (CSR)
According to Section 135 of the Companies Act, 2013 every company having a net worth of Rs 500 crore or more, or a turnover of over Rs 1,000 crore or a net profit exceeding Rs 5 crore in the proceeding
financial year shall constitute a CSR committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. So, CSR is applicable on your Company.
The Company has approved CSR policy and also Constituted Corporate Social Responsibility Committee in the meeting held on 19th January, 2024 as it is applicable on our company according to the provision of section 135 of Companies Act 2013.
Manner in which the amount spends during the financial year is detailed below: Not applicable ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company
The Board of Directors has adopted a CSR Policy as recommended by the Corporate Social Responsibility Committee, which comprise of Vision and Mission Statement, philosophy and objectives.
2. Composition of the CSR Committee
|
S No.
|
Name of director
|
Designation
|
|
1.
|
Lt. Gen. (Retd.) PJS Pannu
|
Independent Director
|
|
2
|
Mr. Murtaza Ali Soomar
|
Whole Time Director
|
|
3
|
Mr. Kuriyedath Ramesh
|
Whole Time Director
|
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company- https://c2c-as.com/
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) - Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any - Not Applicable
6. Average net profit of the Company as per section 135(5)- Rs.20,20,88,000/-
7. CSR Obligation of the Company-
|
(a)
|
Two percent of average net profit of the company as per section 135(5)
|
40,41,760/-
|
|
(b)
|
Surplus arising out of the CSR projects or programmes or activities of
|
-
|
| |
the previous financial years
|
|
|
(c)
|
Amount required to be set off for the financial year, if any
|
-
|
|
(d)
|
Total CSR obligation for the financial year (7a 7b-7c)
|
40,41,760/-
|
8. CSR amount spent or unspent for the financial year-
a) Total Amount Spent for the Financial Year (in Rs): *NIL
b) Amount Unspent (in Rs): Rs.11,40,000/-
*The company has not fulfilled CSR obligation for the financial year 2024-25. However, the management has assured that they will transfer the CSR funds specified in Schedule VII as per section 135 of companies Act, 2013 within due timeline, i.e. within six months after the end of the financial year, specifically by September 30, 2024. This suggests that while the obligation has not been met within the usual timeframe, the company intends to fulfill its CSR commitments by the extended
deadline. The Company has created provision for the same. Company has entered into an understanding for undertaking CSR Activities with an entity however the project has not started yet.
9. Details of CSR amount spent against ongoing projects for the financial year- Not Applicable
10. Details of CSR amount spent against other than ongoing projects for the financial year - Not
Applicable
11. Amount spent in Administrative Overheads- Not Applicable
12. Amount spent on Impact Assessment, if applicable - Not Applicable
13. Excess amount for set off, if any -NIL
14. Details of Unspent CSR amount for the preceding three financial years-
15. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s) - Not Applicable
16. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year - none
17. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5)- Not Applicable
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy on internal financial controls with reference to financial statements, it is stated that there is adequate internal control system in the Company.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.
1.1. Voluntary Revision of Financial Statements or Board's Report
The Company is complying with the provisions of Section 129 or 134 of Companies Act, 2013 so there is no voluntary revision done by the company during financial year 2024- 25.
1.2. Share Capital and Provision of Money by Company for Purchase of its Own Shares by Trustees or Employees for the Benefit of Employees
Your Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and neither made any provision of money for purchase of its own shares by trustees or employees for the benefit of employees for the financial year ended 31.03.2025.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").
During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:
1. The number of sexual harassment complaints received during the year- NIL
2. The number of such complaints disposed of during the year- NIL
3. The number of cases pending for a period exceeding ninety days- NIL STATEMENT ON MATERNITY BENEFIT COMPLIANCE
The Company is committed to ensuring a safe, inclusive, and supportive workplace for all employees. In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, the Company has complied with all applicable provisions relating to maternity benefits. The Company provides paid maternity leave, nursing breaks, and safeguards against termination or discrimination on the grounds of maternity. Awareness initiatives are also conducted to ensure employees are informed about their rights under the Act.
RISK MANAGEMENT POLICY
The Board of Directors facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. At present the Company has not identified any element of risk which may threaten the existence of the Company.
TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, ('Rules'), the dividend which remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred to IEPF. This clause is not applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were below mentioned material changes and commitments affecting the financial position of the Company between the end of period to which these financial statements relate and the date of this Report:
1. The Authorised Share Capital of the Company was increased from ^17 Crores to ^25 Crores at the Extraordinary General Meeting held on 25th July, 2025.
2. The Company has submitted an application to the National Stock Exchange of India Limited (NSE) seeking in-principle approval for the allotment of 13,93,400 Equity Shares of ^10/- each and 10,75,891 Equity Shares pursuant to the conversion of warrants issued under the Preferential Allotment
DETAILS OF APPLICATION/ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016
Neither any application was made nor any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of2016) during the financial year.
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.
The company has not entered into any one-time settlement.
SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its future operations.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, IF ANY,
The threshold limit provided under Section 177(9) read with Rule 7 of the Companies (Meeting of Board and its Power) Rule, 2014 is not applicable on the Company.
ACKNOWLEDGEMENT
We take the opportunity to express our deep sense of gratitude to Bankers and customers for their continued guidance and support. Your directors would like to record their sincere appreciation of their dedicated efforts put in by employees across all levels in the organization, which have enabled the company to start operations. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed on us.
For C2C ADVANCED SYSTEMS LIMITED
SD/- SD/-
MURTAZA ALI SOOMAR LAKSHMI CHANDRA
Whole-time Director Managing Director
DIN:05194435 DIN:07436752
Add.: 85, Poorvi Marg, Vasant Vihar-1, South Add: 9/1, Shanti Niketan, Chanakya
West Delhi-110057 Puri, New Delhi-110021
Date: 06/09/2025
Place: New Delhi
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