Your Board of Directors (“Board”) is pleased to present the 36th Annual Report of Advanced Enzyme Technologies Limited (“Company”) along with the Audited financial statements for the financial year ended March 31,2025.
FINANCIAL HIGHLIGHTS
The financial performance of your Company for the financial year ended March 31, 2025 is summarized below:
(J in million)
|
Standalone
|
Consolidated
|
Particulars
|
Year ended March 31, 2025
|
Year ended March 31, 2024
|
Year ended March 31, 2025
|
Year ended March 31, 2024
|
Revenue from operations
|
3,514
|
3,655
|
6,369
|
6,239
|
EBITDA
|
706
|
1,052
|
1,944
|
2,045
|
Less:
|
|
|
|
Finance Cost
|
2
|
2
|
35
|
29
|
Depreciation and Amortisation
|
114
|
109
|
365
|
352
|
Add:
|
|
|
|
Other income
|
615
|
588
|
330
|
366
|
Profit before exceptional items and Tax
|
1,205
|
1,529
|
1,874
|
2,030
|
Exceptional items
|
0
|
189
|
0
|
151
|
Profit Before Tax (PBT)
|
1,205
|
1,340
|
1,874
|
1,879
|
Less: Provision for Taxation
|
|
|
|
Current tax
|
169
|
270
|
495
|
566
|
Deferred tax
|
12
|
(11)
|
39
|
(53)
|
MAT credit entitlement
|
-
|
-
|
(2)
|
(4)
|
Tax adjustment for earlier years
|
-
|
-
|
2
|
-
|
Tax expenses
|
181
|
259
|
534
|
509
|
Profit for the year
|
1,024
|
1,081
|
1,340
|
1,370
|
Surplus Brought Forward from the Previous Year
|
4,696
|
4,175
|
10,795
|
10,023
|
Amount Available for Appropriations
|
5,147
|
5,256
|
12,135
|
11,393
|
Earnings Per Share (Amount in H)
|
|
|
|
Basic
|
9.16
|
9.67
|
11.72
|
11.92
|
Diluted
|
9.15
|
9.66
|
11.71
|
11.92
|
RESULTS FROM OPERATIONS Revenue - Consolidated
Your Company's revenue from operations on a consolidated basis increased to H 6,369 million in the financial year 2024-25 (“FY25”) from H 6,239 million in the financial year 2023-24 (“FY24”), a growth rate of 2%. The total revenue comprises international sales amounting to H 3,464 million (FY24 - H 3,133 million), an increase of 11% and domestic sales amounting to H 2,905 million (including Export Incentives of H 4 million) (FY24 - H 3,106 million (including Export Incentives of H 4 million), decrease of 6%.
Your Company's domestic sales constitute about 46% of revenue from operations during FY25 as compared to 50% of revenue from operations during FY24. International sales were 54% of revenue from operations as compared to 50% of revenue from operations during FY24.
Revenue - Standalone
Your Company's revenue from operations on a standalone basis were H 3,514 million in FY25 from H 3,655 million in FY24, a decrease of 4%. The total revenue comprises international sales of H 1,270 million (FY24 - H 1,134 million), an increase of 12% and domestic sales at H 2,244 million (including Export Incentives of H 4 million) (FY24 - H 2,520 million (including Export Incentives of H 4 million), a decrease of 11%.
The domestic sales constitute 64% of revenue from operations during FY25 as compared to 69% of revenue from operations during FY24. International sales were 36% of revenue from operations during FY25 as compared to 31% of revenue from operations during FY24.
Profits - Consolidated
EBITDA (Earnings before interest, tax, depreciation & amortisation excluding other income) during FY25 was H 1944 million (31%) as compared to H 2,045 million (33%) during FY24, a decrease of 5%.
Profit before tax stood at H 1,874 million (29%) during FY25 as against H 1,879 million (30%) in the previous year, a decrease of 0.3%. Profit after tax stood at H 1,340 million during FY25 as compared to H 1,370 million during FY24, a decrease of 2%.
Profits - Standalone
EBITDA during the year under review was at H 706 million (20%) as compared to H 1,052 million (29%) in FY24. Profit before tax stood at H 1,205 million during FY25 as compared to H 1,340 million in FY24, a decrease of 10%. Profit after tax stood at H 1,024 million during FY25 as compared to H 1,081 million during FY24, a decrease of 5%.
DIVIDEND
During the financial year under review, the Board of Directors of your Company had declared an Interim Dividend @ 200% i.e. H 4/- per Equity Share of face value of H 2/- each for the financial year 2024-25, aggregating to about H 44730 million (subject to deduction of taxes, as applicable).
Pursuant to the Dividend Distribution Policy of the Company, the Board of Directors recommends a final Dividend @ 60%
i.e. H 1.20/- per Equity Share of face value of H 2/- each for the financial year 2024-25 (“FY25”), aggregating to about H 134.26 million (subject to deduction of taxes, as applicable) i.e. an increase of 9.10% on the previous year final Dividend.
The final Dividend payout is subject to approval of the Members at 36th Annual General Meeting (“AGM”) of your Company.
Further, the Board of Directors of your Company declared an Interim Dividend @ 200% i.e. H 4/- per Equity Share of face value of H 2/- each for the financial year 2025-26 (“FY26”), aggregating to about H 447.52 million (subject to deduction of taxes, as applicable).
The Dividend Distribution Policy of the Company is available on the website of the Company at www.advancedenzymes.com/ investors/corporate-governance/#codes-and-policies.
The Dividend Distribution Tax payable by domestic companies on declaration of dividend has been abolished w.e.f. April 01, 2020. Pursuant to this amendment and consequential amendments brought vide Finance Act, 2020, as the dividend by the companies is taxable in the hands of the shareholders, the Company would be under an obligation to deduct tax at source (“TDS”) in accordance with the provisions of the Income Tax Act, 1961 (as amended from time to time).
RESERVES
During the FY25, your Company has not transferred any amount to the General Reserves.
EMPLOYEES STOCK OPTION PLAN
The Members of the Company approved Advanced Enzyme Technologies Limited - Employees Stock Option Scheme 2022 ("ESOP Scheme 2022") and related matters on August 19, 2022 at the 33rd Annual General Meeting of the Company. Your Company has received the In-principle approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
During the reporting period, the Company allotted 57,075 Equity Shares of face value of H 2 per share pursuant to the Exercise of Options under ESOP Scheme 2022.
Consequent to the said allotment, the paid-up share capital of the Company increased from H 223,648,150 comprising of 111,824,075 Equity Shares of H 2 each to H 223,762,300 comprising of 111,881,150 Equity Shares of H 2 each.
During the reporting period, the Nomination & Remuneration Committee of the Company vide its circular resolution passed on March 27, 2025 approved the Grant of 512,500 stock Options in aggregate having face value of H 2 each to the eligible Employees, under the ESOP Scheme 2022.
The Company has received a certificate from Mr. Shiv Hari Jalan, Proprietor of Shiv Hari Jalan & Co., Practicing Company Secretaries that ESOP Scheme 2022 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [“SEBI SBEB Regulations”]
by the Members in the General meeting. The certificate will be placed at the ensuing AGM for inspection by the Members of the Company.
The disclosure pertaining to the said ESOP Scheme 2022 as required under the Act and SEBI SBEB Regulations are provided on the website of the Company under the tab ‘Details of Employees Stock Option’ at www.advancedenzymes.com/ investors/shareholder-information
FINANCIAL STATEMENTS
The financial statements of your Company for the year ended March 31, 2025 are prepared in accordance with the Indian Accounting Standards ("IND AS"), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), rules framed thereunder and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactments thereof for the time being in force) [“SEBI Listing Regulations”] and forms part of this Integrated Annual Report.
The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2025.
SUBSIDIARIES
Your Company has 12 (Twelve) subsidiaries as on March 31,2025 as listed below:
Domestic Subsidiaries:
1. Advanced Bio-Agro Tech Limited (60%) [“ABAT ”];
2. Advanced EnzyTech Solutions Limited (100%) [“AESL”];
3. JC Biotech Private Limited (95.72%) [“JCB”];
4. SciTech Specialities Private Limited (51%) [“SciTech”]
5. Saiganesh Enzytech Solutions Private Limited (50%) [“Saiganesh”]
In terms of the financial performances:
i. ABAT’s revenue for FY25 was H 479 million (previous financial year [“FY24”] - H 448 million), and Profit after Tax for FY25 was H 36 million (FY24 - H 40 million).
ii. AESL’s revenue for FY25 was H 183 million (FY24 - H 153 million), and Profit after Tax for FY25 was H 22 million (FY24 - H 19 million).
iii. JCB’s revenue for FY25 was H 600 million (FY24 - H 626 million), and Profit after Tax for FY25 was H 12 million (FY24 - H 18 million).
iv. SciTech’s revenue for FY25 was H 542 million (FY24 - H 418 million), and Profit after Tax for FY25 was H 37 million (FY24 - H 37 million).
v. Saignesh’s revenue for FY25 was H 213 million (FY24 - H 267 million), and Profit after Tax for FY25 was H 16 million (FY24 - H 26 million).
International Subsidiaries:
1. Advanced Enzymes USA (100%)
A. Advanced Supplementary Technologies Corporation (100% Subsidiary of Advanced Enzymes USA) ;
B. Cal-India Foods International (doing Business as Specialty Enzymes and Biotechnologies) (100% Subsidiary of Advanced Enzymes USA);
C. Enzyme Innovation Inc. (100% Subsidiary of Cal-India Foods International);
D. Starya Labs Inc. effective from December 09, 2024 (100% Subsidiary of Advanced Enzymes USA)*
*Note: (iii)The Board of Directors of Advanced Enzymes USA (“AEU”), a wholly owned subsidiary of the Company, has accorded its approval for formation of a new corporation in California (US), Starya Labs, Inc (“Starya Labs”). Cal-India Foods International USA, a step-down wholly owned subsidiary of the Company (“SEB”), to spin-off and transfer its enzyme/ probiotic laboratory testing services (“SEB Lab”) together with certain assets and liabilities related to the said SEB Lab into Starya Labs. The aggregate value of the assets to be transferred by SEB to Starya Labs, including any liabilities, contracts, intellectual property, and personnel, not exceeding US $500,000
I n terms of the consolidated financial performance of Advanced Enzymes USA, the revenue for FY25 was H 2,342 million (FY24 - H 2,128 million), and Profit after Tax for FY25 was H 714 million (FY24 - H 616 million).
2. Advanced Enzymes Europe B.V. (100%) [“AEE”]
In terms of the consolidated financial performance (including its subsidiary, evoxx technologies, GmbH), AEE’s revenue for FY25 was H 214 million (FY24 - H 230 million), and profit for FY25 was H 30 million (which includes about H 13 million of operational loss, H 123 million of other income, H 9 million of deferred tax reversal, H 59 million of amortization expense and H 31 million of finance cost) as compared to loss of H 78 million for FY24.
3. evoxx technologies GmbH [100% subsidiary of AEE] [“evoxx”]
For FY25, the revenues for evoxx was H 214 million (FY24 - H 230 million) and had a negative impact on the bottom line by H 39 million including operational loss of H 27 million (FY24 - negative impact on the bottom line by H 26 million including operational loss of H 15 million) and charge of H 9 million (FY24 - H 11 million) of an amortization expense.
The Policy for determining Material Subsidiaries is available on the website of the Company: www.advancedenzymes. com/investors/corporate-governance. During the year under review, JC Biotech Private Limited in India and Cal- India Foods International in USA were Material Subsidiaries of your Company based on the criteria specified in the SEBI Listing Regulations.
A separate statement containing the salient features of the financial performance of subsidiaries in the prescribed Form AOC-1 is annexed to the financial statements of the Company. The Audited Consolidated financial statements together with Auditors' Report forms an integral part of the Annual Report.
The individual financial statements and other reports of the Company’s subsidiaries have not been attached to the financial statements of the Company for FY25. Pursuant to the provisions of Section 136 of the Act read with the SEBI Listing Regulations, the financial statements of the subsidiaries and related information are uploaded on the website of your Company and can be accessed on the web link, www.advancedenzymes.com/investors/ quarterly-updates/financial-results and also available for inspection, during working hours at the registered office of the Company on working days except Saturdays and Sundays, up to the date of 36th AGM of the Company. Any Member desirous of conducting inspection and/or of seeking information on the Annual financial statements of the Company’s subsidiaries may write and intimate in advance, to the Company Secretary.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review:
(i) Based on the approval of the Board of Directors of your Company, a further investment of H 478.18 million [Euro 5.36 million] in Advanced Enzymes Europe B.V., wholly owned subsidiary [“AEE”] through acquisition/subscription to the issue of 3,623,163 Equity Shares of AEE at Euro 1.48 per Equity Share was completed by your Company on December 19, 2024. The said investment was utilized by AEE to retire interest bearing debt borrowed earlier by AEE from Advanced Enzymes USA, a wholly owned subsidiary of your Company. AEE continues to be the wholly owned subsidiary of the Company and there was no change in the percentage shareholding (100%) of the Company in AEE pursuant to said further investment.
(ii) The Board of Directors of your Company approved a collaboration of the Company with a developer engaged in the development of group captive solar power project, for setting up a solar power plant through its Special Purpose Vehicle, to avail and meet the power / electricity requirement through solar for the Plants of the Company at Sinnar, Nashik. In such case, the developer would undertake the group captive solar power plant project through a Special Purpose Vehicle company ("SPV") wherein the buyer of the solar power is required to invest in at least 26% of the said SPV as per the requirement of the applicable laws. In view of this, once the developer/in-principle terms are finalized and the requisite agreements formalized, the Company will be required to invest in 26% Equity shares of such SPV, with the total investment amount in the said Equity Shares not to exceed H 10 million.
(iii) The Board of Directors of Advanced Enzymes USA (“AEU”), a wholly owned subsidiary of your Company, accorded its
approval for formation of a new corporation in California (US), Starya Labs, Inc (“Starya Labs”). Cal-India Foods International USA, a step-down wholly owned subsidiary of the Company (“SEB”) to spin-off and transfer its enzyme/probiotic laboratory testing services (“SEB Lab”) together with certain assets and liabilities related to the said SEB Lab into Starya Labs. The said new corporation, Starya Labs was incorporated and become a wholly owned subsidiary of AEU on December 09, 2024. The aggregate value of the assets to be transferred by SEB to Starya Labs, including any liabilities, contracts, intellectual property, and personnel, not to exceed US $500,000
The details are available on the website of the Company at www.advancedenzymes.com/investors/announcements-notices
Except as mentioned above, no other entity has become or ceased to be a Subsidiary, Joint Venture or Associate of the Company during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of your Company, Subsidiaries and its Business including Risks, Opportunities and Threats are given in the Management Discussion and Analysis, as required under the SEBI Listing Regulations, which is provided in separate section and forms an integral part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and based on the information and explanations provided to them, confirm that:
a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b. appropriate accounting policies have been selected and applied consistently and judgments and estimates are made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a 'going concern' basis;
e. Proper internal financial controls are devised to ensure compliance with all the provisions of the applicable laws and that such internal financial controls are adequate and are operating effectively; and
f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
RISK MANAGEMENT
Your Company understands that controlling risks through a formal program is a necessary component and an integral
cornerstone of Corporate Governance. Your Company has adopted Risk Assessment & Management policy which embeds the vision that a robust Risk Management system ensures commensurate controls and monitoring mechanism for smooth and efficient management of Business. The Policy outlines the framework for identification, measurement, evaluation, monitoring and mitigation of various risks. The Management has also reviewed the Risk Management framework of the Company. The Risk Registers are prepared by the concerned departments wherein the respective risks are identified along with its current control activities and the mitigation plans. Thereafter, the registers are reviewed.
The Risk Management Committee constituted by the Board of Directors of your Company (“Board”) assists the Board in monitoring and review of Risk Management Policy of the Company including associated systems, processes, controls & strategies thereto, various risks exposures of the Company, on a periodic basis and then inform the Board about the risks assessed, their concerns and action plan with strategy for mitigation of the risks and such other functions related to risk management & mitigation as may be required by the Board, from time to time.
RELATED PARTY TRANSACTIONS
During the year under review, all transactions with the Related Parties were placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee was obtained for the Related Party transactions which are repetitive in nature. The Audit Committee and the Board, reviewed all the transactions entered into pursuant to the omnibus approvals on a quarterly basis. All the transactions with Related Parties, entered into during the year under review, were in the ordinary course of business and on arms’ length basis in accordance with the provisions of the Act, Rules made thereunder and the SEBI Listing Regulations. Approval of the Members of the Company is also obtained in case any Related Party transaction exceeds the prescribed limits and as good corporate governance practice as there may be few transactions that may be carried out in the long-term interest of the Company. The transactions of the Company with its wholly-owned subsidiaries as per the terms mentioned in the Act and the SEBI Listing Regulations, are exempted from the approval of the Members, and hence such approvals are not obtained by the Company.
The Policy on Related Party Transactions (as reviewed and revised by the Board effective February 08, 2025) is available on the Company's website and can be accessed at www. advancedenzymes.com/investors/corporate-governance
As prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Account) Rules, 2014, particulars of contracts/arrangements with Related Parties are given in Form AOC-2, annexed as Annexure I to this Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund (“IEPF”). Your Company transferred 9,663 unclaimed Equity Shares pertaining to financial year 2016-17 to the Demat account of IEPF during November 2024. The details of the said shares are provided on the website of the Company at www. advancedenzymes.com/investors/shareholder-information
During the year under review, the Company transferred unclaimed Dividend of H 181,186 for the financial year 2016-17 As on March 31,2025, the total amount lying in the Unpaid Dividend accounts of the Company in respect of the last seven years was around H 1.49 million. In addition, the total amount lying in the Unpaid (Interim) Dividend account of the Company for FY25 is around H 0.79 million. Details of unclaimed Dividend and Shares due for transfer with due dates and procedure to claim the same are provided in the Notes to the Notice convening 36th AGM of the Company (“AGM Notice” / “Notice of 36th AGM”) and briefly in the Corporate Governance Report which forms an integral part of this Report.
Details of Nodal Officer are displayed on the Company’s website at:
www.advancedenzymes.com/investors/shareholder-
information
CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
The Annual Report on Corporate Social Responsibility (“CSR”) activities/project is provided in Annexure II and the report along with all the details thereto, forms an integral part of this Report. The Composition of CSR Committee is disclosed in the said Annual Report on CSR Activities and in the Corporate Governance report section.
The CSR policy of the Company intends to focus on certain projects which include initiatives in the field of education, skill development/vocational training, health care, sanitation, safe drinking water, environment sustainability, women empowerment and rural development which will inter alia enable creation of a sustainable livelihood in the society and better human capital. The CSR policy covers the potential CSR activities in line with the provisions of Section 135 of the Companies Act, 2013 (as amended) and Schedule VII thereto.
The Corporate Social Responsibility Policy may be accessed on the Company's website at www.advancedenzymes.com/ investors/corporate-governance.
POLICY ON CRITERIA FOR APPOINTMENT / REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
As per the Nomination & Remuneration Policy of the Company ("Policy"), the Nomination and Remuneration Committee inter alia recommends the appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The Policy lays down the criteria for such appointments and the framework in relation to remuneration of Directors including Managerial Personnel, KMPs and employees of the Company. The Nomination & Remuneration Committee oversees the matter of remuneration to the Executive Directors, KMPs and Senior Management Personnel and recommends to the Board, revision, if any, in the remuneration of the said Directors / Personnel subject to limits as may be approved by the Members.
The Nomination and Remuneration Policy may be accessed on the website of the Company at www.advancedenzymes.com/ investors/corporate-governance.
The Board affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there has been no change in the composition of Board and Key Managerial Personnel of the Company.
DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors of the Company have given the following declarations stating that:
(i) they meet the 'criteria of Independence' as defined under Regulation 16(1) of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant Rules made thereunder;
(ii) they have complied with the provisions of the Code of Conduct & Ethics of the Company. The Independent Directors have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
(iii) they have complied with the provisions of Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended) with regards to the registration on the Independent Directors’ databank.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
The Independent Directors of your Company have registered on the Independent Directors’ Databank pursuant to the provisions of Section 149 of the Companies Act, 2013 and the applicable rules thereunder (“Act”). The Independent Directors, as on March 31, 2025, have informed the Company, that they have either claimed exemption or passed the online proficiency test prescribed under the Act.
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mr. Mukund Kabra (DIN: 00148294), Whole-time Director, retires by rotation at the ensuing AGM and being eligible offers himself for re¬ appointment. The Board recommends the said re-appointment of Mr. Mukund Kabra at the 36th AGM and his brief profile is provided in the Notice convening the said AGM of the Company.
AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. MSKA & Associates, Chartered Accountants [Firm’s Registration No: 105047W] were appointed as Statutory Auditor for a term of five consecutive years to hold office from the conclusion of 32nd AGM up to the conclusion of the 37th AGM. The Auditors' Report to the Members on the financial statements of the Company for the year ended March 31, 2025 forms a part of the Annual Report and the Auditors’ Report does not contain any qualification, reservation or adverse remark.
COST RECORDS AND AUDIT
The Company has maintained Cost records in accordance with the provisions of Section 148(1) of the Companies Act, 2013, during the year under review.
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, as amended (“Act”), the Company is not required to have the audit of cost records conducted by the Cost Accountant in practice, for the financial year 2025-26 (“FY26”). During the year under review, based on the recommendations of the Audit Committee, the Board of your Company approved the appointment of M/s. Shilpa & Co., Cost Accountants, Nashik (Firm Registration No. 100558) as the Cost Auditors of the Company to carry out the Cost Audit of the cost records of the Company for FY25. The remuneration of the Cost Auditors was ratified by the Members of the Company in its previous Annual General Meeting held on July 25, 2024.
As per the applicable provisions of the Act, the Cost Auditor is required to forward the Cost Audit Report to the Company within 180 days from the end of the financial year. Once the Cost Audit Report is received and as may be approved by the Board, the same shall be filed by the Company within the timelines prescribed under the Act.
SECRETARIAL AUDITOR / AUDITORS REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Board appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (FCs No. 5703 C.P. No. 4226) to undertake the Secretarial Audit of the Company for the financial year 2024-25 (“FY25”). The Secretarial Audit Report for the FY25 is annexed as Annexure III (A) and forms an integral part of this Report. The Secretarial Audit Report for the year ended March 31, 2025 does not contain any qualification, reservation or adverse remark.
Further, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of JC Biotech Private Limited, Material Unlisted Subsidiary for the financial year 2024-25 is annexed as Annexure III (B) and forms an integral part of this Report. The Secretarial Audit Report of JC Biotech Private Limited for the year ended March 31, 2025 does not contain any qualification, reservation or adverse remark.
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations (as amended), the aforesaid provisions of the Companies Act, 2013 and based on the recommendations of the Audit Committee and subject to the approval of the members of the Company, the Board has appointed Mr. Shiv Hari Jalan, Proprietor of Shiv Hari Jalan & Co., Company Secretary in practice (FCS No. 5703; C.P. No. 4226) as the Secretarial Auditor of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 41st AGM to be held for the financial year 2029-30 i.e. to conduct the Secretarial Audit from the financial year 2025-26 to the financial year 2029-30.
Brief profile of the said proposed Secretarial Auditor is separately provided in the Notice of ensuing AGM. Mr. Shiv Hari Jalan has given his consent to act as the Secretarial Auditor of the Company and confirmed that: (i) the aforesaid appointment, if made, would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations; and (ii) he is not disqualified to be appointed as the Secretarial Auditor in terms of provisions of the Act, Rules made thereunder and SEBI Listing Regulations.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance and the Certificate of the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as required pursuant
to the provisions of the SEBI Listing Regulations, are enclosed as Annexure IV. Declaration signed by the Whole-time Director affirming compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to the provisions of Regulation 34 of the SEBI Listing Regulations (as amended), the Business Responsibility and Sustainability Report (“BRSR Report”) for FY25 is provided in a separate section of this Annual Report FY25 and may be accessed on the website of the Company at https:// www.advancedenzymes.com/investors/stock-exchange- compliance/#other-compliance
COMMITTEES OF THE BOARD
As per the Companies Act, 2013 and the SEBI Listing Regulations, during the year under review, the Board has five statutory Committees viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and the Risk Management Committee. The details of the composition of these Committees along with number of meetings held and attendance at the meetings are provided in the Corporate Governance Report, which forms an integral part of this Report.
VIGIL MECHANISM
Your Company had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations. Details on the Vigil Mechanism of your Company have been outlined in Corporate Governance Report, which forms an integral part of this Report.
The Whistle Blower Policy may be accessed on your Company's website at www.advancedenzymes.com/investors/corporate- governance
MEETINGS OF THE BOARD
During the year, 4 (four) meetings of the Board of Directors were held. The requisite details of the Board Meetings and the details of the Directors present are provided in the Corporate Governance Report, which forms part of this Report.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to the Board and General Meetings, as notified by the Ministry of Corporate Affairs of India.
EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has undertaken an Annual Evaluation of its own performance, its various Committees and individual Directors. The manner in which the performance evaluation has been carried out has been given in the Corporate Governance Report, annexed to this Report. The Board expressed its satisfaction of the evaluation process and outcome.
The Board Evaluation policy can be accessed on your Company's website at www.advancedenzymes.com/investors/corporate- governance.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Pursuant to provisions of Regulation 25(7) of the SEBI Listing Regulations, the details of familiarization program is available on the website of your Company at www.advancedenzymes.com/investors/corporate-governance. Further, upon appointment of an Independent Director, the Company issues a letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on the Company's website at: www. advancedenzymes.com/investors/corporate-governance
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has in place a Code of Conduct for Prohibition of Insider Trading (known as the AETL Insider Trading Code), which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information.
The aforementioned Code, as amended, is available on the website of the Company at www.advancedenzymes.com/ investors/corporate-governance
INTERNAL CONTROLAND ITS ADEQUACY
Your Company has adopted procedures and systems for ensuring the orderly and efficient conduct of its Business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of financial disclosures. Your Company maintains appropriate and adequate Internal Control System / Internal Financial Control commensurate to its size and nature of operations. Your Company's Internal Control systems are tested and certified by the Internal Auditors and Statutory Auditors of the Company.
The Audit Committee periodically reviews the report(s) of the independent Internal Auditors along with the adequacy and effectiveness of Internal Control systems.
SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of Business of your Company during the year under review affecting the financial position of the Company.
MATERIAL CHANGES FROM THE DATE OF END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT
Except as otherwise mentioned in this report, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the financial statements relates and the date of this report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The details of Loans and Investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended), for the FY25 are given in the Standalone financial statements (Note No. 55 to the Standalone
financial statements). Your Company has not provided any guarantee or security under Section 186 of the Act during the year under review.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2025 is available on the website of the Company at www.advancedenzymes.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) is furnished in Annexure V and forms part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended (“Rules”), the details are disclosed in Annexure VI to this report. In terms of Section 136(1) of the Act read with second proviso to the Rule 5 of the said Rules, the Integrated Annual Report with Annexure VI is being sent to the Members excluding the statement of particulars of employees under Rule 5(2) and (3) of the Rules (“Information”), which forms part of this report. The Annexure VI / Information under Rule 5(2) and (3) is available for inspection by the Members at the registered office of the Company during business hours on all working days except Saturdays and Sundays up to the date of the AGM. Any Member interested in conducting inspection and/ or obtaining a copy of the said Annexure/Information may write to the Company Secretary at the Registered Office address of your Company.
DEPOSITS
During the year under review, your Company did not invite or accept any Deposits covered under Chapter V of the Act. There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 (as amended), at the end of the year under review or the previous financial year.
CREDIT RATING
During the year under review, there was no change in the Credit Rating obtained by the Company in terms of the Long-Term rating which remained at CRISIL A /Stable (Reaffirmed). The Short-Term rating was upgraded from CRISIL A1 to CRISIL A1 for outstanding Bank facilities (outstanding facilities), by Credit Rating Information Services of India Limited (CRISIL).
GENERAL DISCLOSURES
During the year under review:
a. The Whole-time Director of your Company has not received any remuneration or commission from any of the subsidiaries.
b. Your Company has not issued Shares with Differential Rights as to Dividend, Voting or otherwise.
c. Your Company has devised a policy on Prevention of Sexual Harassment to comply with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said policy is hosted on the Company's website at www.advancedenzymes.com. During the year under review, there were no cases / grievances reported or pending and the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
d. There are no details to be disclosed under Section 134(3) (ca) of the Act as there has been no such fraud reported by the Auditors under Section 143(12) of the Act.
e. There are no applications made by or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
f. The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support received by the Company from the Banks, Government agencies/ organizations and employees of your Company.
Your Directors also acknowledge with thanks the faith reposed by the Investors in the Company and look forward to their continued support for times to come.
For and on behalf of the Board of Directors of Advanced Enzyme Technologies Limited
Mukund Kabra Vinodkumar Jajoo
Whole-time Director Director
DIN:00148294 DIN:08224980
Place: Thane Place: Nashik
Date: May 13, 2025
|