The Directors present the 45th Annual report on the business and operations of your Company for the year 2024¬25.
FINANCIAL PERFORMANCE OF THE COMPANY:
Particulars
2024-25
2023-24
Total Revenue
2980.62
1.89
Total Expenses
2828.30
58.83
Profit / (Loss) Before Taxation and Exceptional item
152.32
(56.G4)
Exceptional item
0C
(82.51)
Profit before Taxation
25.57
Provision for Income Tax
8.83
1.44
Provision for Deferred Tax
(1.93)
Profit after Taxation
145.3G
21.00
For the year ended 31st March 2025, your Company has reported total revenue and net profit after taxation of Rs.2980.62 (in Lakhs) and Rs. 145.39 (in Lakhs) respectively. Last year total revenue was Rs. 1.89 (in Lakhs) and Rs.21.00 /- (in Lakhs).
NATURE OF BUSINESS:
Onix Solar Energy Limited is engaged in the manufacturing of solar panels, delivering high-quality and efficientproducts to support the renewable energy sector. The company also undertakes the trading of and solarmodules, ensuring a complete supply chain solution for solar energy products.
With a focus on innovation, sustainability, and clean energy advancement, Onix Solar Energy Limited providesreliable, cost-effective solar solutions that contribute to reducing carbon footprints and promoting green energyadoption.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Management's Discussion and Analysis is set out in the Annual Report marked as "Annexure I".
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES. ASSOCIATES AND JOINTVENTURE COMPANIES:
The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the sameare not required to mention here.
RESERVES:
As at the year end, an amount of Rs. 117.79/- (In Lakhs) has been transferred to the Reserve Fund.
DIVIDEND:
Your directors do not recommend any dividend during the year.
DEPOSIT
The Company has not accepted any deposits during the year under review, and it continues to be a non-deposittaking Non-Banking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies(Acceptance of Deposits) Rules, 1975.
EXTRACT OF THE ANNUAL RETURN
In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as requiredunder Section 92 of the Act for the Financial Year 2024-25, will be available on the Company's website atwww.onixsolarenergy.com.
SHARE CAPITAL G AUTHORISED SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31st, 2025, was Rs. 19800000/-The Authorized Share Capital as on March 31st, 2025, was Rs. Rs. 50000000/-
A) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential voting rights.
B) Issue of sweat equity shares
During the year under review, the Company has not issued any sweat equity shares.
C) Issue of employee stock options
D) Bonus Shares
E) Provision of money by company for purchase of its own shares by employees or by trustees for thebenefit of employees
The Company has no scheme of provision of money for purchase of its own shares by employees or by trusteesfor the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures)Rules, 2014 are not required to be disclosed.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Changes in Directors and Key Managerial Personnel:
During the year following Changes made in the Directors and Key Managerial Personnel:
S.N.
Name ofDirectors/KMP
Reason for
change
Appointment/
Resignation/
other
changes
Designation
Date ofChanges
Remarks (ifany)
1.
NIKHIL HARESHBHAISAVALIYA
Appointment
Executive Director
03/09/2024
To appoint as aDirector.
2.
UMESHKUMAR
SINGH
Independent
Director
08/03/2025
To appoint
Director.
3.
HARPREET SINGH
Managing Director
06/03/2025
To Appoint as a
Managing
4.
KHILAN
HARESHBHAI
SAVALIYA
Mr. Nikhil Hareshbhai Savaliya will retire at the forthcoming Annual General Meeting of the Company and beingeligible, offer himself for reappointment.
b) Declaration by an Independent Director(s) and reappointment, if any
All Independent Directors have given declarations that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015.
c) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its ownperformance, the directors individually as well as the evaluation of the working of its Audit, Nomination CRemuneration and Compliance Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
d) Remuneration Policy
The Board has, on the recommendation of the Nomination C Remuneration Committee framed a policy forselection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.The Remuneration Policy is stated in the Corporate Governance Report.
e) Number of Meetings of the Board of Directors and Audit Committee
Regular meetings of the Board are held to discuss and decide on various business policies, strategies and otherbusinesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being
circulated to the Directors in advance to enable them to plan their schedule for effective participation in themeetings.
During the year the Company has held 07 (Seven) Board Meetings as against the minimum requirement of 04meetings. The meetings were held on 15/05/2024, 14/08/2024, 24/10/2024, 06/11/2024, 15/11/2024,16/01/2025, 01/02/2025.
COMMITTEE OF BOARD:
AUDIT COMMITTEE
a) Brief description of terms of reference:
Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelinesset out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing financial reportingprocesses, reviewing periodic financial results, financial statements and adequacy of internal control systemswith the Management and adequacy of internal audit functions, discussions with the auditors about the scope ofaudit including the observations of the auditors and discussion with internal auditor on any significant findings.
b) Composition:
The Audit Committee has been constituted in conformity with the requirements of Section - 177 of the CompaniesAct, 2013. As at the end of Financial Year 2024-25, Audit Committee comprises of three Directors as under:
Sr. No.
Name of Member
1
Yesha Aagam Shah
Chairperson
2
Khilan Hareshbhai Savaliya
Member
3
Nikhil Hareshbhai Savaliya
During the year under review, the 5 Audit Committee was held during Financial Year 2024-25. The dates on whichthe said meetings were held 14/05/2024, 03/07/2024, 14/08/2024, 27/08/2024, 13/09/2024, 07/10/2024,13/11/2024 and 12/02/2025.
Minutes of meetings of the Audit Committee are circulated to members of the Committee, and the Board is keptapprised.
Members of the Audit Committee have requisite financial and management expertise. The Statutory Auditors,Internal Auditor and the Chief Financial Officer are invited to attend and participate in meetings of the Committee.
NOMINATION/REMUNERATION COMMITTEE
The Nomination/Remuneration committee consists of the following three Directors:
The Nomination/Remuneration committee recommends to the Board the attributes and qualifications forbecoming a member of the Board. It also recommends the remuneration payable to the Directors, Key managerial
personnel and other senior personnel and such other matters as are necessary under SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.
The Committee has formulated a Nomination and Remuneration Policy relating to the appointment andremuneration for the directors, key managerial personnel and other employees. The nominationand remuneration policy is annexed marked "Annexure-II'.
During the year under review, the 4 Nomination and Remuneration Committee was held during Financial Year2024-25. The dates on which the said meetings were held 14/05/2024, 14/08/2024, 13/11/2024 and 12/02/2025.
SHAREHOLDERS COMMITTEE:
The Board of Directors have constituted a "Share Transfer and Shareholders / Investor Grievance Committee andstakeholders' relationship committee" in line with the Listing Agreement, which is responsible for all mattersconcerning the share transfers, transmissions, issue of duplicate share certificates and attending to thegrievance of the shareholders.
The present composition of the Committee is as under: Shareholder's Committee consists of following Directors
Harpreet Singh
Sagar Sureshbhai Limbad
Umeshkumar Singh
During the year under review, the 3 Stakeholders Committee was held during Financial Year 2024-25. The dateson which the said meetings were held on 14/05/2024, 14/08/2024 and 13/11/2024.
The Company addresses all complaints, suggestions and grievances expeditiously and replies have been sent /issues resolved usually within 15 days except in case of dispute over facts or other legal constraints. During theyear complaints were received from SEBI or shareholders were resolved satisfactory. No requests for sharetransfers are pending except those that are disputed or Sub-judice.
Committee has adopted a formal system of evaluating Board performance as a whole and the contribution ofeach individual director. An evaluation of Board performance is conducted annually to identify areas ofimprovement and as a form of good Board management practice. Each member of the Committee shall abstainfrom voting any resolutions in respect of the assessment of his performance or re-nomination as Director. Theresults of the evaluation exercise were considered by Committee which then makes recommendations to theBoard aimed at helping the Board to discharge its duties more effectively.
Pursuant to the provisions of the Companies Act, 2013 and the Board has carried out the annual performanceevaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit,Nomination and Remuneration and Stakeholder Committees. A structured questionnaire was prepared aftertaking into consideration input received from the Directors, covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees, Board culture, execution andperformance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairmanof the Board, who were evaluated on parameters such as level of engagement and contribution, independence of
judgment, safeguarding the interest of the Company and its minority shareholders etc. The performanceevaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of theChairman and the Non-Independent Directors was carried out by the Independent Directors.
The Directors expressed their satisfaction with the evaluation process.
CHANGE IN THE NATURE OF BUSINESS
SIGNIFICANT G MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS OF THE COMPANY
No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which would impactthe going concern status of the company.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitment affecting the financial position of the Company occurred between the endof the financial year to which these financial statements relate and the date of this report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore thecompany has no corporate social responsibility committee of the Board.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of theNotes to the financial statements provided in this Annual Report.
STATUTORY AUDITORS
M/s Jhunjhunwala Jain G Associates LLP , Chartered Accountants, whose term of 5 years are completedThe Board of Directors of the Company recommended the appointment of M/s S.D. Mehta C Co. CharteredAccountants (Firm Registration No. :137193W ) as the Statutory Auditors of the Company to fill the casualvacancy caused by the resignation of M/s S.D. Mehta C Co., Accordingly, shareholders' approval by wayofordinary resolution is sought., M/s S.D. Mehta C Co Chartered Accountants (Firm Registration No. 137193W),have conveyed their consent for being appointed as the Statutory Auditors of the Company along with aconfirmation that, their appointment, if made by the members, would be within the limits prescribed under theCompanies Act, 2013 and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013
M/s S.D. Mehta C Co appointed as Statutory Auditor of the company to conduct the audit for the period ended ason 31st March 2025 and was eligible to hold the office as Statutory Auditor from the conclusion of the Extra¬Ordinary General Meeting till the conclusion of ensuing Annual General Meeting.
In this AGM, it is proposed to appoint M/s S.D. Mehta C Co from the conclusion of Annual General Meeting for aperiod of five years (01-04-2025 to 31-03-2030).
AUDITORS' REPORT
The Auditor's report does not contain any reservation, qualification or adverse remark submitted by M/sJhunjhunwala Jain G Associates LLP Chartered Accountant, Statutory Auditor of the Company, in their respectfor the Financial Year ended March 31st, 2025.
SECETARIAL AUDITOR
Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013, the Company is required toannex with its Board's Report a secretarial audit report, given by the Company Secretary in practice.
The secretarial audit of the Company has been conducted by M/s H Togadiya G Associates, CompanySecretaries in Practice and their report on the secretarial audit for the year under review.
SECRETARIAL AUDIT REPORT
A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed to this Reportas "Annexure-III". The Secretarial Audit Report contains a reservation, qualification or adverse remark.
INTERNAL AUDITORS
The Board has appointed M/s M/S A.H. Modasiya G Co. Chartered Accountants (FRN:179137) for the FinancialYear 2024-25.
PUBLIC DEPOSITS
The Company has not accepted any fixed deposits during the financial year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions (RPTs) which were entered into during the financial year were on an arm's lengthbasis and were in the ordinary course of business and did not attract provisions of section 188 of the CompaniesAct, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During theyear 2024-25, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI ListingRegulations, 2015, all RPTs were placed before the Audit Committee for approval.
There were no transactions entered into with related parties, during the period under review, which may have hadany potential conflict with the interests of the Company. Accordingly, the disclosure of Related PartyTransactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
ENVIRONMENT. HEALTH AND SAFETY
The Company provides the highest priority for health and environment and safety. The Company takes the mostcare of the employees and ensures compliance with the Environment Act.
REMUNERATION OF KEY MANANGERIAL PERSONNEL
Mr. Harpreet Singh (Managing Director) be paid Rs. 7,98,200/- (Rupees Seven Lakh Ninety Eight Thousand TwoHundreed Rupees Only) per month and Mr.Umeshkumar Singh (Independent Director ) be paid 8,333 (EightThousand Three Hundreed Thirty Three Rupees) Per Month, Mrs. Yesha Aagam Shah ( Independent Director) 8,333Eight Thousand Three Hundreed Thirty Three Rupees) , Cs. Lavesh Gupta (company Secretary ) 22000 (Twenty
Two Thousand Rupees Only subject to the increment as decided by the Board of Directors of the Company fromtime to time on the basis of their performance and policy of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of theCompanies Act, 2013, shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.
(b) The directors had selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company for that period.
(c) The directors had taken proper and sufficient care of the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities.
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
EARNINGS AND OUTGO:
The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings andOutgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 areas follows.
Conservation of Energy
Nil
Technology Absorption
Foreign Exchange Earnings and Outgo
There is no employee in the Company drawing remuneration for which information is required to be furnishedunder section 134 of the Companies Act 2013 read with Companies (Particulars of Employees) Rules 1975 asamended.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENT
The company has adequate internal financial control system commensurate with the size of the company andthe nature of its business with regards to purchasing fixed assets. The activities of the company do not involvepurchase of inventories and sale of goods and services.
For the purposes of effective internal financial control, the Company has adopted various procedures for ensuringthe orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding ofits assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financial information.
To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on thefollowing parameters:
(A) Familiarity with Policies and Procedures - the related policies and procedures and the changes thereto,if any, are communicated to the employees at the time of joining and it is ensured that such personunderstands the policies or procedures correctly.
(B) Accountability of Transactions - There is a proper delegation of authorities and responsibilities so as toensure accountability of any transaction.
(C) Accuracy C Completeness of Financial Statements/ Reports - For accuracy and completeness ofinformation, reconciliation procedure and multiple checking at different level have been adopted. Toavoid human error, computer software is extensively used.
(D) Retention and Filing of Base Documents - All the source documents are properly filed and stored in a safemanner. Further, important documents, depending upon their significance, are also digitized.
(E) Segregation of Duties - It is ensured that no person handles all the aspect of a transaction. To avoid anyconflict of interest and to ensure propriety, the duties have been distributed at different levels.
(F) Timeliness - It is also ensured that all the transactions are recorded and reported in a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time.There has also been proper reporting mechanism implemented in the organization for reporting any deviationfrom the procedures.
RISK MANAGEMENT POLICY
The Company has Risk Management Policy to mitigate the risks. At Present, the Company has not identified anyelement of risk which may threaten the existence of the Company.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT. 2013
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied withthe provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the yearunder review.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in place the whistle blower mechanism for directors and employees with a view to provide foradequate safeguards against victimization of stakeholders and providing for direct access to the Chairperson ofthe Audit Committee in appropriate cases. The policy can be accessed to the website of the Company at :
Www.Onixsolareneray.ComCODEOFCONDUCT
The Chairman of the Board Meetings has given a declaration that all Directors and senior Management Personnelconcerned affirmed compliance with the code of conduct with reference to the year ended 31st March, 2025.
LISTING WITH STOCK EXCHANGES:
Companies Shares are Listed on BSE Limited.
ACKNOWLEDGMENT:
The management is grateful to the government authorities, Bankers, Vendors for their continued assistance andco-operation. The directors also wish to place on record the confidence of members in the company.
By Order of the BoardFor Onix Solar Energy Limited
HARPREE Digitally s'gned by
TDate: 2025.09.08S|NGH 16:20:51 05'30'
Sd/-
Harpreet SinghManaging Director[DIN 0G554648 ]
Date: 08th September, 2025Place: Mumbai