The Board of Directors ("Board") of Synthiko Foils Limited ("Company") with immense pleasure presenttheir 40th Board's report on the business and operations of your Company for the financial year 2024-25.This Report is being presented along with the audited financial statements for the financial year endedMarch 31, 2025.
The financial summary on for the financial year ended March 31, 2025 and a comparison with the previousfinancial year is as follows:
(Rs. in Thousand unless stated otherwise’
STANDALONE
PARTICULARS
Year ended
31st March, 2025
31st March, 2024
Revenue from operations
211598.39
258215.08
Other Income
3.35
1,011.23
Total Income
211601.74
259226.30
Expenditure
208325.58
256215.12
Profit / (Loss) for the year Before Tax
3276.16
3011.18
Less: Provision for Taxation
864.88
833.68
Net Profit/(Loss) After tax
2411.28
2177.50
The Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report,have been prepared in accordance with Ind AS notified under Section 133 of the Companies Act, 2013("the Act") and other relevant provisions of the Act.
The Company holds at least four Board Meetings in a year, one in each quarter. All the decisions andurgent matters approved by way of circular resolutions are placed and noted at the subsequent BoardMeetings.
During the financial year under review, 7 (Seven) meetings of the Board were held on 30th May, 2024, 1stJuly, 2024, 14th August, 2024, 27th August, 2024, 14th November, 2024, 6th February, 2025 and 14thFebruary, 2025.
During the year under review, the Company has achieved turnover of Rs. 211601.74 Thousand as againstthe turnover of Rs. 259226.30 thousand in the previous financial year. After deducting total expenditureaggregating to Rs. 208325.58 Thousand, the Company has earned profit after tax of Rs. 2411.28 Thousandas against profit of Rs. 2177.50 Thousand of the previous financial year.
The Company has not transferred any amount to any reserves.
During the year under review, an Extra-Ordinary General Meeting (EGM) was held on 11th March, 2025,wherein a Special Resolution was passed for the transfer of the manufacturing foils undertaking to EssefFoils And Packaging Private Limited. This transfer was carried out in accordance with the provisions ofRegulation 37A and other applicable provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015"), as well asSection 180(1)(a) and other relevant provisions of the Companies Act, 2013, along with applicable rulesand regulations framed thereunder (including any statutory modification(s), re-enactment(s), oramendment(s) in force at the time).
Further, on 2nd May, 2025, the Promoters of the Company executed a Share Transfer Agreement withMr. Abhishek Narbaria and Mr. Umesh Kumar Sahay for the transfer of 9,09,703 equity shares,representing 52.28% of the total equity and voting capital of the Company. Pursuant to this transaction,an Open Offer is being made by the Acquirers in accordance with Regulations 3(1) and 3(4) of the SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("SEBI (SAST)Regulations").
The Draft Letter of Offer and Letter of Offer are being filed by the Acquirers with the Stock Exchange andSEBI, and the Draft Letter of Offer has been approved by SEBI on 28th August, 2025.
Particulars of Loans, Investments and Guarantees, covered under the provisions of Section 186 of the Actare given in the note no. 5 and 9 of the Financial Statements.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to keybusiness objectives and thus in pursuance of the same it has formulated a Risk Management Policy.
Major risks identified by the businesses and functions are systematically addressed and also discussed atthe meetings of the Audit Committee and the Board of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its business and the sizeand complexity of its operations. Significant audit observations and follow up actions thereon are reportedto the Audit Committee.
In the opinion of the Board, there are no elements of risks threatening the existence of the Company.
There was no change in the nature of business carried on by the Company during the financial year endedon March 31, 2025.
The authorized share capital of the Company as of March 31, 2025, stood at Rs. 1,00,00,000 (Rupees OneCrores only), divided into 20,00,000 (Twenty Lakhs) equity shares of Rs. 5 (Rupees five only) each.
The paid-up share capital of the Company as of March 31, 2025, stood at Rs. 87,00,000 (Rupees EightySeven Lakhs only), divided into 17,40,000 (Sventeen Lakhs Fourty Thousand) equity shares of Rs. 5 (RupeesTwo only) each.
As on March 31, 2025, there were no outstanding share warrants of the Company.
The Composition of Board as on March 31, 2025, was as under:
Name of the Director
Category of Directorship in the Company
Mr. Ramesh Dadhia
Managing Director & CFO
Mr. Bhavesh Dadhia
Whole-Time Director & CEO
Mrs. Sheetal Dadhia
Non-Executive Women Director
Mr. Nirav Shah
Independent Non-Executive Director
Mrs. Mamta Lasod
Company Secretary & Compliance Officer.
There were following changes in the Composition of Directorship from the closure of financial year andup to the date of this report.
Mr. Nirav Paresh Shah (DIN: 10570698) resigned as Non-Executive Independent Director w.e.f 8th August,2025 due to personal reasons.
Mrs. Sheetal Dadhia (DIN:07144050) Non-Executive Women Director resigned w.e.f 8th August, 2025 dueto_ personal reasons.
Mr. Sunil Dhoot, Company Secretary & Compliance Officer of the Company, resigned with effect from10th April, 2024.
Subsequently, the Board of Directors in its meeting held on 1st July, 2024, appointed Mrs. Mamta Lasodas the Company Secretary & Compliance Officer with effect from the same date.
However, Mrs. Mamta Lasod has tendered her resignation and ceased to be the Company Secretary &Compliance Officer of the Company with effect from 8th August, 2025.
The Board of Directors, at its meeting held on 18th June, 2025, appointed Mr. Tarun Dinesh Awal (DIN:01425732) and Mrs. Gayathri Srinivasan Iyer (DIN: 09054785) as Additional Independent Directors of theCompany with effect from the same date. They shall hold office up to the date of the ensuing AnnualGeneral Meeting or the last date on which the Annual General Meeting for the financial year 2024-2025is required to be held, whichever is earlier. Both appointees are eligible for appointment under therelevant provisions of the Companies Act, 2013. It is proposed to regularise their appointment asIndependent Directors of the Company for a term of five (5) consecutive years commencing from 18thJune, 2025, at the forthcoming Annual General Meeting.
Further, the Board also appointed Mr. Umesh Kumar Sahay (DIN: 01733060) and Mr. Nikhil Dilipbhai Bhuta(DIN: 02111646) as Additional Non-Executive, Non-Independent Directors of the Company with effectfrom 18th June, 2025. They too shall hold office up to the date of the ensuing Annual General Meeting orthe last date on which the Annual General Meeting for the financial year 2024-2025 is required to beheld, whichever is earlier. Being eligible under the applicable provisions of the Companies Act, 2013, it isproposed to regularise their appointment as Non-Executive Directors of the Company with effect from18th June, 2025, at the forthcoming Annual General Meeting.
The Board of Directors, at its meeting held on 18th June, 2025, appointed Mr. Abhishek Narbaria (DIN:01873087) as an Additional Executive Director of the Company with effect from the same date. He shallhold office up to the date of the ensuing Annual General Meeting or the last date on which the AnnualGeneral Meeting for the financial year 2024-2025 is required to be held, whichever is earlier. Mr. Narbariais eligible for appointment under the applicable provisions of the Companies Act, 2013, and it is proposedto regularise his appointment as the Managing Director of the Company for a term of five (5) yearscommencing from 18th June, 2025, at the forthcoming Annual General Meeting.
Mr. Ramesh Dadhia (DIN: 00726044) Managing Director and Chief Financial Officer of the Company videresignation letter dated August 30, 2025 had resigned with effect from the closure of business hours onAugust 30, 2025 due to change in control and open offer approval by Securities and Exchange Board ofIndia (SEBI).
Mr. Bhavesh Ramesh Dadhia (DIN: 00726076) Whole-Time Director and Chief Executive Officer of theCompany vide resignation letter dated August 30, 2025 had resigned with effect from the closure ofbusiness hours on August 30, 2025 due to change in control and open offer approval by Securities andExchange Board of India (SEBI).
In the opinion of the Board, all the directors possess the requisite qualifications, experience, expertise,proficiency and hold high standards of integrity. Further, all the Directors of the Company have also givendeclaration that they are not disqualified from holding the office of Director by virtue of any SEBI Orderor any other such authority.
Your Company has not accepted any deposits within the meaning of Section 73 of the Act, read with theCompanies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest on publicdeposits was outstanding as of the Balance Sheet date.
During the year under review, no significant and material orders have been passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
The Company has put in place adequate internal financial controls with reference to Financial Statements.It has laid down certain guidelines, policies, processes and structures which are commensurate with thenature, size, complexity of operations and the business processes followed by the Company. Thesecontrols enable and ensure the systematic and efficient conduct of the Company's business, protection ofassets, prevention and detection of frauds and errors and the accuracy and completeness of theaccounting and financial records. During the year, such controls were tested and no reportable materialweakness in the design or operation was observed.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,2013, the Company has formulated and implemented a policy on prevention of sexual harassment atworkplace with a mechanism of lodging complaints, redressal for the benefits of its employees. Therewere no complaints filed against any of the employees of the Company under this Act.
During the period under review, no complaints were received from employees in this regard.
Particulars
Details
Number of complaints of sexual harassment received in the year
NIL
Number of complaints disposed off during the year
Number of cases pending for more than ninety days
The Company affirms that it is fully compliant with the provisions of the Maternity Benefit Act, 1961,including all applicable amendments thereof.
During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company;however, no instances arose wherein maternity benefits were availed by any woman employee of theCompany as the Company does not have any female Employee.
The Company remains committed to providing a safe, inclusive, and supportive work environment for allemployees, in line with applicable laws and best practices.
There were no proceedings, either filed by the Company or against the Company, pending under theInsolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other courts ason March 31, 2025.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENTAND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEREOF
There was no instance of one-time settlement with any Bank or Financial Institution, during the year underreview.
The Company has not entered into any related party transactions as provided in sub-section (1) of section188 of the Companies Act, 2013 which are not in its ordinary course of business or not on arm's lengthbasis.
Hence, in accordance with proviso four of sub-section (1) of section 188 of the Companies Act, 2013, thesub-section (1) of section 188 of the Companies Act, 2013 is not applicable to our Company.
The policy on Related Party Transactions is uploaded on the Company's website i.e.www.synthikofoilsltd.com
The Board of Directors of the Company, keeping in view the current financial position, has decided not torecommend any dividend for the Financial Year ended March 31, 2025.
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)Rules, 2014, the draft Annual Return of the Company is available on the Company's websitewww.synthikofoilsltd.com
The relations between Company and its employees being cordial and no instance of any Industrial Disputereported during the year 2024-25. During the Financial Year the Company does not have any employeewho was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act,2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing particularsof remuneration have been provided in Annexure-I, however as there are no employees drawingremuneration in excess of the prescribed limits. The information as required the names and otherparticulars of employees drawing remuneration in excess of the limits set out in the said Rules forms partof the Report. However, having regard to the provisions of the first proviso to Section 136(1) of theCompanies Act, 2013, the Annual Report including the aforesaid information is being sent to the Membersof the Company.
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretaryduring the financial year 2024-25, ratio of the remuneration of each Director to the median remunerationof the employees of the Company for the financial year 2024-25 and the comparison of remuneration ofeach Key Managerial Personnel (KMP) against the performance of the Company are mentioned inAnnexure I.
Pursuant to the provisions of Section 139 of the Act the members at the 37th (Thirty-Seven) Annual GeneralMeeting ('AGM'), appointed M/s. S C Mehra & Associates, Chartered Accountants, having FRN 106156Was Statutory Auditors of the Company to hold office for their first term of 3 (Three) consecutive yearscommencing from the conclusion of 37th (Thirty-Seven) AGM till the conclusion ensuing AGM to be heldin the financial year 2025.
It is proposed to appoint M/s. Mehra Goel and Company, Chartered Accountants (Firm Registration No.000517N), Delhi, as the Statutory Auditors of the Company for a term of five years from the conclusion ofthe 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting of the Companyto be held in year 2030.
M/s HSPN & Associates LLP, Company Secretaries, were appointed to conduct the Secretarial Audit ofthe Company for the Financial Year 2024-25, as required under Section 204 of the Act and Rules framedthereunder. The Secretarial Audit Report for the Financial Year 2024-25 forms part of this report asAnnexure-II.
The Statutory Auditors' Report for the financial year ended March 31, 2025 does not contain anyqualification, reservation, or adverse remark. The report is enclosed with the financial statements in theIntegrated Annual Report.
EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDITREPORT
Point-wise explanation or comment on qualification, reservation or adverse remark or disclaimer madeby the Secretarial Auditor in its report is as follows:
Observation
Explanation
The Composition of AuditCommittee and Nomination andRemuneration Committee is not inCompliance with the provisions ofSection 177 and 178 of CompaniesAct, 2013 respectively.
Response to Observation: We acknowledge the remarkregarding noncompliance in composition of committees.
Action taken: Company has appointed required number ofIndependent Directors in its board meeting held on 18th June,2025, therefore the Composition of committees are now inorder.
During the period under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors havereported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed byor against the Company by its officers or employees, the details of which would require the disclosure inthe Board's Report.
The Company has received the necessary declaration from each Independent Directors under Section149(7) of the Act, that he/ she meets the criteria of independence as laid down under Section 149(6) ofthe Act and under the Listing Regulations.
The Company has received requisite declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under Section 149(6) of the Act readwith Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation16(1)(b) of the SEBI Listing Regulations.
Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiencyof the Independent Directors of the Company.
The Board has taken on record the declarations and confirmations submitted by the IndependentDirectors after undertaking due assessment of the veracity of the same.
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down theprocess for raising concerns about unethical behavior, actual or suspected fraud or violation of theCompany's Code of Ethics & Conduct.
Your Company hereby affirms that no Director/Employee has been denied access to the Chairperson ofthe Audit Committee. Further, no complaint was received through the said mechanism during the yearunder review.
The copy of Vigil Mechanism/Whistle Blower Policy is hosted on the website of the Company-www.synthikofoilsltd.com
During the period under review, the Company has complied with the applicable provisions of SecretarialStandards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of theprovisions of Section 118 of the Act.
The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to theprovisions of Section 178(3) of the Act and the Listing Regulations. The Policy includes laying down criteriafor identifying persons who are qualified to become Directors, Key Managerial Personnel ('KMP'), SeniorManagement Personnel and Other Employees of the Company, laying down criteria to carry outevaluation of every Director's performance, determining the composition and level of remuneration,including reward linked with the performance, which is reasonable and sufficient to attract, retain andmotivate Directors, KMPs, Senior Management Personnel and Other Employees to work towards the longterm growth and success of the Company.
The Nomination and Remuneration Policy of the Company is available on the Company's website -www.synthikofoilsltd.com
The Company has implemented system of optimum of Energy and its conservation. The old machinerieswere timely replaced with new machineries to get optimum productions and wastage of power and to getthe optimum ratio for inputs.
The Company's core strategy for Research and Developments pertains to the Research of new designswith added values to serve the consumers with the requirements. The products research is conducted inphased manner during the year to introduce new designs and product ranges for betterment of theconsumer market. The expenditure towards Research and Developments were not significant to report.
The activities of research and Developments are on ongoing process where the production patterns andproducts designs need updation from time to time to sustain in the competitive market. The future planfor Research and Development of new product applications with the variety range of innovation in design.
The production technologies of the company pertain to heat and press lamination wherein heat is appliedto the surface of aluminum foil for lamination with LDPE. The other product is coating and printingwherein resin coating is done on aluminum foil and printing is done as per customer's design. Thetechnology applied is in line with current industry practices. The technological updation is an integral partof the business to get better products.
With regard to foreign exchange earnings and outgo for the current year 2024-25 the position is as under:
Financial year ended
31 March 2025
31 March 2024
Income in foreign currency
Expenditure in foreign currency
435.17
Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company.Therefore, Company has not developed and implemented policy on Corporate Social Responsibility.
The Company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions ofsection 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statementsare not applicable.
In the opinion of the Board, all the Independent Directors, including Independent Directors appointedduring the year, if any, are persons of integrity and have expertise and experience in relevant field.
Further, all the independent directors have cleared proficiency self-assessment test conducted by theIndian Institute of Corporate Affairs.
The Board has adopted a formal mechanism for evaluating its performance and as well as of itscommittees and individual Directors, including the Chairperson of the Board. The detailed process ofannual evaluation of the performance of the Board, its chairperson, its committees and of individualDirectors has been made available in the Corporate Governance Report forming an integral part of thisBoard's Report.
The Company is not required to maintain cost records as specified by the Central Government under sub¬section (1) of section 148 of the Companies Act, 2013.
The Board of Directors have constituted the following committees,
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
Chairman
Mr.Ramesh Dadhia
Member
b. Nomination and Remuneration Committee comprises of following members:
c. Stakeholders Relationship Committee comprises of following members:
MEETING OF COMMITTEES OF BOARD
AUDIT COMMITTEE
(i)
30th May, 2024
(ii)
14th August, 2024
(iii)
14th November, 2024
(iv)
14th February, 2025
NOMINATION AND REMUNERATION COMMITTEE
1st July, 2024
STAKEHOLDER RELATIONSHIP COMMITTEE
INDEPENDENT DIRECTOR'S MEETING
In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Boardhereby state that-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit and loss of thecompany for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate countingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
As per Regulation 15(2) of SEBI Listing Regulations compliance with the Corporate Governance provisionsas specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 andPara C, D, and E of Schedule V shall not apply to the Company having Paid up Equity Share Capital notexceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previousfinancial year. The Company is covered under the exception given under Regulation 15(2) of SEBI ListingRegulations therefore Company is not required to comply with the said provisions.
Commitment to ethical and professional conduct is fundamental for all employees of the Company,including the Board of Directors and Senior Management Personnel. This Code of Conduct is designed toprovide a framework for ethical decision-making and to guide professional behaviour across all levels ofthe organization.
The Code emphasizes that every individual must be fully aware of, and comply with, applicable laws andregulations, uphold the highest standards of integrity, express professional opinions responsibly, andmaintain corporate discipline at all times. Furthermore, the duties and responsibilities of Directors,including those prescribed for Independent Directors under the Companies Act, 2013, are an integral partof this Code.
All members of the Board and Senior Management Personnel are required to affirm their compliance withthe Code of Conduct on an annual basis.
Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith asAnnexure-III and forms part of the Annual Report.
Your directors would like to express their sincere appreciation to its Members, financial institutions,bankers and business associates, Government authorities, customers and vendors for their co- operationand support and looks forward to their continued support in future. Your directors also place on record,their deep sense of appreciation for the committed services by the employees of the Company.
On Behalf of the Board of DirectorsFor Synthiko Foils Limited
Sd/- Sd/-
Abhishek Narbaria Umesh Kumar Sahay
Managing Director Director
(DIN:01873087) (DIN:01733060)
Date: September 4, 2025Place: Pune