Your directors are pleased to present the 4th Annual Report of the business and operations of your Company Excellent Wires and Packaging Limited (hereinafter referred to as the said "Company") accompanied with Audited Financial Statements for the Financial Year ended on March 31, 2025.
1. Financial Summary
Financial performance of the Company for the year ended March 31, 2025, is summarized below:
PARTICULARS
|
2024-2025
|
2023-2024
|
|
Amount in Rs.
|
Amount in Rs.
|
Revenue from Operations
|
22,19,48,693
|
15,40,81,433
|
Other Income
|
24,41,437
|
369
|
Total Revenue
|
22,43,90,129
|
15,40,81,802
|
Total Expenses
|
20,98,10,639
|
14,28,94,831
|
Profit Before Tax and Prior Period
|
1,45,79,490
|
1,11,86,971
|
Charge
|
|
|
Prior Period Items
|
-
|
-
|
Tax Expenses:
|
|
|
Current tax
|
34,78,993
|
26,75,000
|
Deferred tax
|
(3,03,962)
|
2,90,331
|
Prior Period Adjustment for Taxes
|
2,37,374
|
-
|
Less: Total Tax Expenses
|
34,12,405
|
29,65,331
|
Profit After Tax
|
1,11,67,085
|
82,21,640
|
2. Business Overview
Your directors are pleased to report that during the year under review, the Company recorded total revenue from operations of Rs. 22,43,90,129 as compared to Rs. 15,40,81,802 in the previous year and the company's profit after tax recorded in the current year is Rs. 1,11,67,085 as compared to Rs. 82,21,640 in the previous year.
3. Deposits
During the year under review, your Company neither accepted or renewed any fixed deposits nor received any deemed deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
4. Dividend
In order to conserve resources for future expansions and for growth agenda of the company, the Directors have not recommended any dividend for the financial year ended 31.03.2025.
5. Share Capital
As on 31st March, 2025, the Authorized Share Capital of the Company stood at INR 5,00,00,000 (Indian Rupees Five Crore only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10/- each.
BONUS AND PRIVATE PLACEMENT
During the year under review, your Company has issued Prospectus dated August 23, 2024. The Company allotted fully paid up 14,00,000 Equity Shares of face value of Rs. 10/- each, issued at a price of INR 90 per share (including share premium of INR 80 per Equity Share). Accordingly, paid up Equity share of the Company has been increased to 44,70,000 Equity Shares w.e.f. September 16, 2024. As on 31st March, 2025, the issued, subscribed & paid-up equity share capital of your Company stood at INR 4,47,00,000 (Indian Rupees Four Crore Forty Seven Lakhs only) divided into 44,70,000 (Forty Four Lakhs Seventy Thousand) Equity Shares of INR 10 (Indian Rupees Ten) each.
The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, during the year under review.
The Company has not issued any sweat equity shares to its directors or employees during the period under review.
6. Initial Public Offer (IPO) And Listing:
Pursuant to Section 23 (1) of the Companies Act, 2013 and other provision under the said Act and rules made thereunder read with chapter IX of the securities and exchange board of India (issue of capital and disclosure requirements) regulations, 2018 ("SEBI (ICDR) regulations"), as amended in terms of rule 19(2)(b) of the securities contracts (regulation) rules, 1957 had made Initial Public Offer aggregating to INR 12,60,00,000 ("Issue Size") and has issued and allotted 14,00,000 equity share of INR 10/- each at a price of INR 90/- per share through an Initial Public Offer. Furthermore, the Equity Shares of your company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME") on Thursday, September 19, 2025.
UTILIZATION OF FUND RAISED FROM INITIAL PUBLIC OFFERING:
During the period under review, the Company has raised moneys by way of Initial public Offering by issuing 14,00,000 equity shares of ^ 10 each at a premium of ^ 90 per share. The money as raised have been applied for the purposes for which those are raised till March 31, 2025 as follows:
(Amount in Lacs
|
SR
No.
|
Object of the Issue
|
Amount allotted for the object
|
Amount utilized till
March 31, 2025
|
Amount unutilized till March 31, 2025
|
1
|
Acquisition of Land and construction of Building
|
578.18
|
230.23
|
347.95
|
2
|
Acquisition of Plant & Machineries
|
200.00
|
149.55
|
50.45
|
3
|
Funding additional working capital requirements
|
150.00
|
150.00
|
0.00
|
4
|
General Corporate Purposes
|
231.82
|
86.13
|
145.69
|
5
|
Offer Expenses
|
100.00
|
100.00
|
0.00
|
Total
|
1260.00
|
715.91
|
544.09
|
7. Transfer to Reserves
The Directors have not transferred any amounts to Reserves for the financial year ended March 31, 2025.
8. Change in the nature of the business of the company
During the financial year under review, there has been no change in the nature of the business of the Company.
9. Management discussion and analysis.
The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as "Annexure II" and is incorporated herein by reference and forms an integral part of this report.
10. Declaration by independent directors:
The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
11. Familiarization Program For Independent Directors
In compliance with the requirement of Listing Regulations, the Company has put in place a Familiarization program for Independent Directors to familiarize them with the working of the company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the company operates, business model, etc., along with updating on various amendments in the Listing Regulations and the Companies Act, 2013. The detail of the aforementioned program as required under Regulation 46 of the Listing Regulation is available on the Company's website at https://www.excellentwiresandpackaging.com/investor-relations
In the opinion of the Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the independent directors of the Company have successfully registered with the Independent Director's databank of the Indian Institute of Corporate Affairs.
12. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. The performance of Chairperson of the Board was reviewed by the Independent Directors taking into consideration the views of the executive directors. The parameters considered were leadership ability, adherence to corporate governance practices etc. The Board evaluated its performance after seeking inputs from all the Directors on the basis of such criteria such as Board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided by the Guidance note on Board evaluation issued by the Securities and Exchange Board of India.
13. Non-Applicability Of Indian Accounting Standards
As per the provisions of Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on NSE Emerge platform, it is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial Statements.
14.
|
Board of Directors and KMP
|
|
|
The Board Directors of the Company as on the year ending 31st March, 2025 are as under:
|
|
SN
|
DIN
|
Name of the Director
|
Designation
|
|
1
|
09108018
|
RACHIT PARESH MASALIA
|
Managing Director
|
|
2
|
09108019
|
DARSHIL HASMUKH SHAH
|
Director & CEO
|
|
3
|
06549193
|
BHAVYA VASANT SHAH
|
Director
|
|
4
|
10570644
|
DHAVAL BHARAT SIRIYA
|
Independent Director
|
|
5
|
10570658
|
HEMAL VIKAS MASALIA
|
Independent Director
|
|
6
|
09592879
|
TEJAS DEVENDRA SHAH
|
Independent Director
|
|
7
|
AABPM5667Q
|
PARESH VASANTLAL MASALIA
|
CFO
|
|
8
|
AABPS9148N
|
MEGHNA MAHENDRA SAVLA
|
Company Secretary
|
During the year Change of designation as Managing Director of the Company of Mr. Rachit Paresh Masalia with effect from 06th April, 2024* and Mr. Dhaval Bharat Siriya, Mrs. Hemal Vikas Masalia and Mr. Tejas Devendra Shah was appointed as an additional director on 06th April, 2024 and his appointment was regularized in the Annual General Meeting of the Company held on 08th April, 2024. Apart from that, the Company has appointed following KMP on 06th April, 2024 in the Board namely Mr. Prashant Vasantlal Masalia as a Chief Financial Officer (CFO), Ms. Meghna Mahendra Savla as a Company Secretary (CS) and Compliance officer and Mr. Darshil Hasmukh Shah as a Chief Exceutive Officer (CEO).
I. Meetings of the Board/ Committee:
During the financial year ended March 31, 2025, Eleven meetings of the Board of Directors were held on 06th April, 2024; 08th April 2024; 11th April, 2024; 31st May, 2024; 30th July, 2024; 10th August, 2024; 16th September, 2024; 17th September, 2024;12th November, 2024; 18th February, 2025 and 31st March 2025. Details of attendance at these meetings by the directors of the Company is as under:
SN
|
Name of Directors
|
Meetings during the financial Year 2024-25
|
Entitled to Attend
|
Attended
|
1
|
RACHIT PARESH MASALIA
|
11
|
11
|
2
|
DARSHIL HASMUKH SHAH
|
11
|
11
|
3
|
BHAVYA VASANT SHAH
|
11
|
11
|
4
|
DHAVAL BHARAT SIRIYA
|
10
|
10
|
5
|
HEMAL VIKAS MASALIA
|
10
|
10
|
6
|
TEJAS DEVENDRA SHAH
|
10
|
10
|
II.
|
Audit Committee
During the Financial year 2024-2025 Company has constitute audit committee and composition of the same is as under:
|
|
Name of the Member
|
Chairman/Member
|
No. of Meeting entitled to attend
|
Meeting
Attended During 2024-2025
|
|
Dhaval Siriya
|
Chairman
|
1
|
1
|
Tejas Shah
|
Member
|
1
|
1
|
Rachit Masalia
|
Member
|
1
|
1
|
III.
|
The Board has accepted all recommendations of Audit Committee.
One Meetings of the Audit Committee were held in the year 2024-2025 on 12th November, 2024. Nomination and Remuneration Committee:
During the Financial year 2024-2025 Company has constitute Nomination and Remuneration Committee and composition of the same is as under:
|
|
Name of the Member
|
Chairman/Member
|
No. of Meeting entitled to attend
|
Meeting
Attended During 2024-2025
|
|
Dhaval Siriya
|
Chairman
|
1
|
1
|
Hemal Masaliya
|
Member
|
1
|
1
|
Tejas Shah
|
Member
|
1
|
1
|
IV.
|
One meeting of Nomination and Remuneration Committee was held in the year 2024-2025 on 31st March, 2025 Stakeholder Relationship Committee:
During the Financial year 2024-2025 Company has constitute Stakeholder Relationship Committee and composition of the same are is as under:
|
|
Name of the Member
|
Chairman/Member
|
No. of Meeting entitled to attend
|
Meeting
Attended During 2024-2025
|
|
Dhaval Siriya
|
Chairman
|
1
|
1
|
Hemal Masalia
|
Member
|
1
|
1
|
Rachit Masalia
|
Member
|
1
|
1
|
|
One Meeting of Stakeholder Relationship Committee were held in the year 2024-2025 on 31st March, 2025.
|
15. Subsidiaries, Associate Companies or Joint Ventures
The Company does not have any Subsidiaries, Associates and Joint Ventures as on March 31, 2025. Thus, Statement on performance of Subsidiary of Company as per Form AOC-1 is not applicable to the Company.
16. Code for prohibition of insider trading
Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 ("Code") for prohibition of insider trading in the securities of the Company to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information ("UPSI") by the Insiders of the Company.
The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India ("SEBI") with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015. Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].
17. Loans & Guarantees
During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.
18. Related Party Transactions
Related party transactions, if any, that were entered into during the period ended March 31, 2025, were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The details of the related party transactions as per Accounting Standard 18 are set out in Note No. 25 of the Financial Statement of the Company.
19. Internal Control Systems
Adequate internal controls, systems, and checks are in place, commensurate with the nature of the Company's business and size. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control in the Company, and compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the reports of Internal Auditors, the management undertakes appropriate corrective action in their respective areas.
20. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
a) Conservation of Energy:
i) The step taken or impacts on conversation of energy - NIL
ii) The steps taken by the Company for utilizing alternative sources of energy - NIL
iii) The capital investment on energy conservation equipment's - NIL
b) Technology Absorption, Adaptation and Innovation:
The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology.
c) Foreign Exchange Earning and Outgo:
There were no Foreign Exchange Inflow and Foreign Exchange Outflow during the year under review.
21. Statutory Auditors' and Auditor's report:
The Members of the Company at the 1st Annual General Meeting ('AGM') held on 10th December, 2021 approved the appointment M/s Bohara Shah & Co., Chartered Accountants (Firm Registration No. 143865W), and they were appointed as Statutory Auditors of the Company to hold office till the conclusion of this Annual General Meeting, i.e. 4th AGM. The Independent Auditors' Report for Financial Year 2024-25 provided by M/s. Bohara Shah & Co, Chartered Accountants does not contain any qualification, reservation, or adverse remark. The Independent Auditors' Report is integrated in the 4th Annual Report.
Further, after expiration of the term, the Board recommended the Appointment of, M/s. Bohara Shah & Co., Chartered Accountants, Mumbai (Firm Registration No. 143865W) as the Statutory Auditors of the company for five consecutive financial years commencing from FY 2025-26 to FY 2029-30, subject to the approval of Shareholders in the ensuing Annual General Meeting. They have confirmed their eligibility under section 141 of the Companies Act 2013 and the rules framed there under for appointment as Auditors of company.
Reporting of Frauds by Auditors
During the year under review, the Auditors of the Company have not reported to the Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in the Board's Report.
22. Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report. Accordingly, M/s JSD & Associates has been appointed as Secretarial Auditors of the Company. The Board of Directors of your company has already appointed M/s JSD & Associates, Practicing Company Secretaries, Mumbai, a peer-reviewed firm, for FY 2024-25 to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended 31st March 2025, as required under Section 204 of the Act. The Secretarial Auditors' Report for fiscal 2025 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure I to the Board's report, which forms part of this Integrated Annual Report.
Pursuant to recent SEBI-LODR Amendments, the Company is required to appoint Secretarial Auditors for a term of five consecutive financial years. In view this, the Directors recommends the resolution at Item No. 04 be passed as an Ordinary Resolution for appointment of M/s. JSD & Associates, (Peer Review No. - 3479/2023) firm of Company Secretaries in Practice to undertake Secretarial Audit of the Company for a term of five consecutive financial years i.e. 2025-26 to 2029-30.
23. Internal Audit & Controls
The Company has in place adequate internal financial controls with reference to the financial statement. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Further, M/s. RDJ & Associates, Chartered Accountants (Firm Reg. No. W100272) acting as an Internal Auditor of the Company for Financial Year 2024-25.
24. Annual Return
Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: www.excellentwiresandpackaging.com
25. Directors' Responsibility Statement:
Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 ("Act") with respect to the Directors' Responsibility Statement, the Board of Directors of the Company state that:
a) in the preparation of the annual accounts, for the financial year ended March 31, 2025, 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 of the Company for that period.
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the directors have prepared the annual accounts of the Company 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 are adequate and operating effectively.
26. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 read with the Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules 2016
Remuneration to Directors & KMP and the particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III to this Report.
27. Corporate Social Responsibility (CSR)
The provisions of Section 135 of the Act regarding Corporate Social Responsibility are not applicable to the Company.
28. Cost audit / cost records:
As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.
29. Vigil Mechanism
In pursuant to the provisions of sections 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.excellentwiresandpackaging.com. The employees of the Company are made aware of the said policy at the time of joining the Company.
30. Risk Management Policy
The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable. However, the Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.
31. Listing with stock exchange
The shares of the Company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME") on Thursday, September 19, 2024.
32. Secretarial Standards
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
33. Prevention of Sexual Harassment
The Company's goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee.
The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review. OR The following is a summary of complaints received and resolved during the reporting period:
Sl. No.
|
Nature of Complaints
|
Received
|
Disposed-Off
|
Pending
|
1.
|
Sexual Harassment
|
-
|
-
|
-
|
2.
|
Workplace Discrimination
|
-
|
-
|
-
|
3.
|
Child Labour
|
-
|
-
|
-
|
4.
|
Forced Labour
|
-
|
-
|
-
|
5.
|
Wages and Salary
|
-
|
-
|
-
|
6.
|
Other HR Issues
|
-
|
-
|
-
|
34. Maternity Benefit Provided by the Company under Maternity Benefit Act 1961.
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
35. Material changes and commitments affecting the financial position of the company
During the year under review there were no material changes which would affect the financial position of the Company.
36. General Disclosures
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:
• Issue of debentures/bonds/warrants/any other convertible securities.
• Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
• Instance of one-time settlement with any Bank or Financial Institution.
• Application or proceedings under the Insolvency and Bankruptcy Code, 2016.
• Significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations
37. Appreciation and Acknowledgement
Your Directors wish to place on record their appreciation and acknowledgement with gratitude for the support and co-operation extended by all the stakeholders of the Company including customers, vendors, bankers, Government authorities and look forward to their continued support. The Board of Directors places on record its appreciation for the committed service of all the employees of the Company.
|