Your directors are pleased to present the 9th Annual Report on the business and operations of the Company together with the audited standalone & consolidated financial statements for the financial year ended on March 31,2025.
We begin this Board's Report by extending our heartfelt gratitude to all our investors and stakeholders for their unwavering trust and encouragement. Your belief in our vision made our successful Initial Public Offering (IPO) on NSE Emerge possible. As we embark on this new chapter as a listed entity, we remain committed to building on our legacy, scaling new milestones, and delivering long-term value together.
FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended on March 31,2025 is summarized below:
(Amounts in Lakhs)
Particulars
|
Standalone
|
Consolidated
|
March 31, 2025
|
March 31, 2024
|
March 31, 2025
|
March 31, 2024
|
Revenue From Operations
|
4702.62
|
5376.91
|
6731.31
|
5345.97
|
Other Income
|
103.15
|
21.60
|
129.48
|
21.53
|
Total Income
|
4805.78
|
5398.51
|
6860.79
|
5367.50
|
Total Expenses
|
4278.52
|
4762.93
|
6100.69
|
4735.60
|
Profit/(Loss) before Prior period & Exceptional items and tax
|
527.26
|
635.58
|
760.10
|
631.90
|
Prior Period Item
|
(7.09)
|
(7.48)
|
(7.09)
|
(7.48)
|
Profit/(Loss) before Exceptional items, extraordinary items and tax
|
520.17
|
628.09
|
753.01
|
624.42
|
Exceptional items
|
(0.22)
|
(10.18)
|
(0.20)
|
(10.20)
|
Profit/(Loss) before extraordinary items and tax
|
519.95
|
617.91
|
752.81
|
614.21
|
Extraordinary items
|
-
|
-
|
-
|
-
|
Profit Before Tax
|
519.95
|
617.91
|
752.81
|
614.21
|
Tax Expenses
|
137.19
|
158.06
|
160.69
|
158.01
|
Profit after Tax
|
382.76
|
459.88
|
592.12
|
456.20
|
Share of Profit/(Loss) from Associate
|
(0.13)
|
(0.04)
|
(0.13)
|
(0.04)
|
Profit of the Year
|
382.63
|
459.81
|
591.99
|
456.17
|
Earnings per share: Basic & Diluted
|
6.65
|
9.31
|
10.29
|
9.24
|
STATE OF COMPANY'S AFFAIRS AND PERFORMANCE
The company was established with the aim of promoting renewable energy and reducing dependence on fossil fuels which is in line with India's National Biofuels Policy 2018. The Company is primarily engaged in the manufacturing and supply of biodiesel using various raw materials such as used cooking oil, tallow and various types of non-edible oils by using a process that involves the conversion of raw materials into biodiesel through a chemical process called transesterification. During the financial year under review, the Company has continued to strengthen its presence in the bio-fuel industry, delivering operational growth and expanding its market outreach.
The Company is currently operating from its manufacturing facility located at Phulera, Rajasthan, with an installed capacity of 24 KLPD and an approved capacity of 30 KLPD. In the financial year ended on March 31,2024, the Company acquired a 75.21% stake in Nirvaanraj Energy Private Limited (NEPL), a biodiesel manufacturing entity based in Meerut, Uttar Pradesh, with a production capacity of 80 KLPD. Post acquisition, the combined manufacturing capacity stands at 104 KLPD.
The Company claims to produce high-quality biodiesel which has a low carbon footprint and meets BIS 15607:2022 and international standards EN14214.
The Government sector, primarily through Public Sector Undertakings (PSUs), emerged as the major customer segment, accounting for more than 60% of total revenue during the period under review. This reflects a strategic shift towards long¬ term institutional contracts that offer revenue stability and growth prospects. Product-wise, biodiesel remained the core revenue driver, followed by crude glycerine and fatty acids.
Key Developments During the Year:
• The Company successfully launched its Initial Public Offering (IPO) on NSE Emerge in FY 2024-25, marking its transition from a private limited company to a listed public company.
• Our Subsidiary Company i.e. Nirvaanraj Energy Private Limited has received, the "Consolidated Consent to Operate and Authorisation” letter from Uttar Pradesh Pollution Control Board under Section-25 of the Water (Prevention & Control of Pollution) Act, 1974 and under Section-21 of the Air (Prevention & Control of Pollution) Act, 1981. The Consolidated Consent to Operate and Authorisation pertains to enhancement of manufacturing/ producing of Bio Diesel (Product) upto a maximum quantity of 80 KL per day at factory located at Khasra No 129, Village-Uldeypur, Tehsil-Meerut, District-Meerut-250001, Uttar Pradesh.
The Indian biodiesel sector is poised for exponential growth, driven by favorable government policies, rising environmental awareness, and increasing demand for alternative fuels. The Company's strategic positioning and early-mover advantage in key states will help capitalize on this opportunity. Moreover, the Company continues to invest in energy-efficient manufacturing practices and process modernization.
Further details on the business overview, performance metrics, and future outlook are discussed in the Management Discussion & Analysis Report forming part of the Annual Report.
Standalone Performance
For the financial year ended March 31, 2025, the Company recorded Revenue from Operations of ' 4,702.62 Lakhs, reflecting a decline from ' 5,376.91 Lakhs in the previous year. This reduction in revenue was primarily on account of tender cancellations by Oil Marketing Companies (OMCs), which had an adverse impact on the order inflows during the year.
Despite these external challenges, the Company reported a Profit Before Tax (PBT) of ' 519.95 Lakhs compared to ' 617.91 Lakhs in the previous year. After accounting for tax expenses of ' 137.19 Lakhs, the Profit After Tax (PAT) stood at ' 382.63 Lakhs, as against ' 459.81 Lakhs in FY 2023-24. The Earnings Per Share (EPS) on a standalone basis was ' 6.65 for FY 2024-25, compared to ' 9.31 in the previous year.
Consolidated Performance
On a consolidated basis, the Company achieved a robust financial performance during FY 2024-25. Revenue from Operations increased to ' 6,731.31 Lakhs, up from ' 5,345.97 Lakhs in FY 2023-24. This growth was primarily attributable
to the strong operational and financial contribution from the Company's subsidiary, Nirvaanraj Energy Private Limited, which significantly scaled up its biodiesel production capabilities during the year.
The consolidated Profit Before Tax (PBT) for FY 2024-25 stood at ? 752.81 Lakhs, compared to ? 614.21 Lakhs in the previous year. After accounting for tax expense of ? 160.69 Lakhs, the Profit After Tax (PAT) was ? 592.12 Lakhs, significantly higher than ? 456.20 Lakhs reported in the prior year. Further, considering the Company's share of profit from its associate company, the Total Consolidated Profit for the Year amounted to ? 591.99 Lakhs, as compared to ? 456.17 Lakhs in FY 2023-24. The Consolidated Earnings Per Share (EPS) improved to ? 10.29 from ? 9.24 in the previous financial year.
Change in Nature of Business:
There was no change in the nature of the business of the Company during the financial year.
Change in Financial Year:
There has been no change in the financial year of the Company. The financial statements have been prepared for the year ended March 31,2025.
Change in the status of the Company
The Company was originally incorporated as "Rajputana Biodiesel Private Limited” a private limited company under the Companies Act, 2013 ("the Act”) with the Registrar of Companies ("ROC”), Jaipur pursuant to Certificate of Incorporation dated November 10, 2016. Subsequently, the Company was converted into Public Limited Company and name of Company was changed from "Rajputana Biodiesel Private Limited” to "Rajputana Biodiesel Limited” pursuant to a special resolution passed by shareholders on May 13, 2024 and a fresh certificate of incorporation was issued by the Central Processing Centre, Manesar dated July 08, 2024.
INITIAL PUBLIC OFFERING (IPO)
During the financial year ended on March 31, 2025, the Company had made an Initial Public Offering (IPO) of 19,00,000 equity shares of Rs. 10.00 each at a price of Rs.130 per share (including a share premium of Rs. 120 per share). Total Proceeds received by the Company pursuant to the IPO was Rs. 24.70 Crores. The shares of the Company have been listed on the Emerge Platform of National Stock Exchange of India Limited (NSE) w.e.f. December 03, 2024.
DIVIDEND
The Board of Directors remains committed to expanding the company's business lines and maximizing shareholder returns. To support the company's long term growth initiatives, which necessitate substantial resources, the Board has decided not to recommend a dividend for the financial year under review. This decision aligns with our strategic focus on reinvesting earnings to drive sustainable growth and enhance the overall value for our shareholders.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer any funds to the Investor education and protection Fund
TRANSFER TO RESERVES
Your Board doesn't propose to transfer any amount to General Reserve for the financial year ended on March 31,2025. STATEMENT OF DEVIATION(S) OR VARIATION(S)
During the year under review, the Company has utilized the proceeds raised from IPO in accordance with the objects stated in the prospectus and there has been no deviation or variation in the objects of purposes for which the funds have been raised. Kindly refer to the notes to the financial statements for the details of utilization of the proceeds.
DEMATERIALISATION OF SHARES
The Company's shares are compulsorily traded in dematerialized form. The Company has set up requisite facilities for dematerialisation of its equity shares with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of March 31, 2025, 100% Shares of the Company are held in demat form. The ISIN No. for Company's Equity Shares is INE0VHU01019. M/s. Maashitla Securities Private Limited acts as the Registrar and Share Transfer Agent (RTA) of the Company.
LISTING AND DEPOSITORY FEES
Your Company has paid Annual Listing fees for the financial year 2025-2026 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. The Company has also paid Annual Custody fee to the National Securities Depository Limited and Central Depository Services (India) Limited for the financial year 2025-2026.
ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION
During the financial year under review, the following alterations were made to the Memorandum and Articles of Association of the Company pursuant to approvals obtained from the shareholders through Extra-Ordinary General Meetings:
A. Increase in Authorized Share Capital
The Authorized Share Capital of the Company was increased, and accordingly, Clause V of the Memorandum of Association was amended as under:
S.
|
Date of Extra-Ordinary
|
Authorized Share Capital
|
Authorized Share Capital
|
No.
|
General Meeting
|
(?) - From
|
(?) - To
|
1
|
July 4, 2024
|
' 7,00,00,000
|
? 8,00,00,000
|
B. Change of Name
The name of the Company was changed from "Rajputana Biodiesel Private Limited” to "Rajputana Biodiesel Limited” following its conversion from private limited company to a public limited company. Consequent to this change, the name clauses in the Memorandum and Articles of Association were amended:
C. Adoption of New Set of Articles of Association
Following the conversion of the Company from a private limited company to a public limited company, a new set of Articles of Association, suitable for a public company, was adopted by the shareholders vide special resolution passed at the Extra-Ordinary General Meeting held on May 13, 2024.
CHANGE IN CAPITAL STRUCTURE
Authorized Share Capital:
During the financial year ended March 31, 2025, the Authorized Share Capital of the Company was increased from Rs. 7,00,00,000 (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs.10 (Rupees Ten) each to Rs. 8,00,00,000 (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Equity Shares of face value of Rs. 10 (Rupees Ten Only) each. This increase was approved by the shareholders through an Ordinary Resolution passed at the Extraordinary General Meeting held on July 04, 2024.
Issued, Subscribed and Paid-Up Share Capital:
Pursuant to the Initial Public offer by way of Fresh issue of Equity Shares, the issued, subscribed and paid-up equity share capital of the Company was increased from Rs. 5,13,35,000 (Five Crore Thirteen Lakhs Thirty-Five thousand) consisting of 51,33,500 (Fifty-One lakhs Thirty-Three Thousand Five Hundred only) Equity shares of Rs. 10 each to 7,03,35,000 (Rupees Seven Crores Three Lakhs Thirty-Five thousand only) consisting of 70,33,500 (Seventy Lakhs Thirty-Three Thousand Five Hundred only) Equity Shares of Rs. 10 each, by issue of additional 19,00,000 (Nineteen Lakh) equity shares of face value of ? 10/- each.
S.
No.
|
Date of Extra-Ordinary General Meeting
|
Name Change - From
|
Name Change - To
|
1
|
May 13, 2024
|
Rajputana Biodiesel Private Limited
|
Rajputana Biodiesel Limited
|
SUBSIDIARY, JOINT-VENTURES & ASSOCIATES
As at March 31,2025, the Company has 1 (One) subsidiary Company:
Nirvaanraj Energy Private Limited: Nirvaanraj Energy Private Limited (NEPL) was incorporated in 2020 under the Act. NEPL is a subsidiary of the Company and is engaged in the business of online and offline supply, distribution of petroleum products through mobile and web application and engage in the refining of petroleum products, fuels, petrol, diesel, Biodiesel, Bio CNG, natural gas and provide online aggregator and logistic service platform for on demand and door step supply of various fuels.
For the financial year ended March 31, 2025, NEPL recorded Revenue from Operations of ' 2709.20 Lakhs, reflecting a robust growth from ' 688.00 Lakhs in the previous year. NEPL reported a Profit Before Tax (PBT) of ' 246.83 Lakhs compared to loss of ' 116.03 Lakhs in the previous year. After accounting for tax expenses of ' 23.51 Lakhs, the Profit After Tax (PAT) stood at ' 223.33 Lakhs, as against loss of '115.43 Lakhs in FY 2023-24. The Earnings Per Share (EPS) was ' 33.19 for FY 2024-25, compared to ' (719.48) in the previous year.
Pursuant to the provisions of Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements, which form part of this Annual Report. A separate statement containing salient features of the financial statements of the Company's subsidiaries in the prescribed form AOC-1, which also provides details of the performance and financial position of each of the subsidiaries, is annexed as Annexure 'I' to this report.
The audited financial statements, including the consolidated financial statements of the Company and all other required documents, are available on the Company's website at https://raiputanabiodiesel.com/financial-results/. The financial statements of the subsidiary company are also available on the Company's website and can be accessed at https:// rajputanabiodiesel.com/financial-results/. These documents will be available for inspection on all working days, during business hours, at the Registered Office of the Company.
The Company has formulated a policy for determining material subsidiaries, which is are available on the Company's website and can be accessed at https://rajputanabiodiesel.com/policies/. The policy will be available for inspection on all working days, during business hours, at the Registered Office of the Company. As per the policy for determining material subsidiaries, NEPL is the Material Subsidiary of the Company as on March 31,2025.
There is no associate company within the meaning of Section 2(6) of the Act. There are no company which have ceased to be subsidiary and /or associate of the company during the financial year 2024-25. There have been no material changes in the nature of the business of the subsidiaries during the year under review.
RELATED PARTY TRANSACTIONS
The Company and its Subsidiary adhere to the highest ethical standards, transparency, and accountability in all related party transactions, conducting them solely in the ordinary course of business and at arm's length. Pursuant to Section 188 of the Act, all contracts, transactions, and arrangements entered into during the financial year with related parties were conducted on an arm's length basis and in the ordinary course of business.
During the financial year 2024-25, all related party transactions were reviewed and approved by the Audit Committee. Transactions of a repetitive nature received prior omnibus approval from the Audit Committee. Quarterly, a detailed statement outlining the nature, value, and terms of these transactions entered pursuant to the omnibus approval so granted, was presented to the Audit Committee. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Act, in the prescribed form AOC-2 is annexed herewith as Annexure 'II'.
The Company has also implemented a policy on the materiality of related party transactions and their handling, which is accessible on the Company's website at https://rajputanabiodiesel.com/policies/.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:
Your Company maintains an optimum combination of executive and non-executive Directors in compliance with the applicable law, as amended from time to time. The Board of Directors of the Company as on March 31,2025, comprises:
Name of Director
|
DIN
|
Designation and category of director
|
Sudeep Soni
|
00167178
|
Executive Director and Chairman, Promoter
|
Sarthak Soni
|
07633751
|
Managing Director and Chief Financial Officer, Promoter
|
Tanay Attar
|
07633730
|
Whole-Time Director, Promoter
|
Shrey Kastiya
|
10705131
|
Director (Non-Executive- Independent Director)
|
Palaash Gajria
|
10705230
|
Director (Non-Executive- Independent Director)
|
Madhuri Surana
|
10249776
|
Director, Promoter (Non-Executive Director)
|
Key Managerial Personnel:
The Key Managerial Personnel of the Company as on March 31,2025, are:
• Mr. Sarthak Soni - Managing Director and CFO (appointed w.e.f. July 15, 2024)
• Mr. Tanay Attar - Whole Time Director (appointed w.e.f. July 15, 2024)
• Mr. Rohit Kumar Gauttam - Company Secretary and Compliance Officer (appointed w.e.f July 15, 2024)
Changes during the period under review:
During the financial year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel, further the changes that took place upto the date of approval of Board report are also provided below:
Board of Directors:
Mr. Sarthak Soni (DIN: 07633751) was appointed as Managing Director of the Company (By way of change in designation from Director to Managing Director) for a period of 5 years, effective from July 15, 2024, to July 14, 2029 with the approval of Shareholders accorded at their Extra-ordinary General meeting held on July 17, 2024 by passing a Special Resolution.
Mr. Tanay Attar (DIN: 07633730) was appointed as Whole Time Director of the Company (By way of change in designation from Director to Whole Time Director) for a period of 5 years, effective from July 15, 2024, to July 14, 2029 with the approval of Shareholders accorded at their Extra-ordinary General meeting held on July 17, 2024, by passing a Special Resolution.
Mr. Sudeep Soni (DIN: 00167178), Executive Director was also appointed as Chairman of the Company in the board meeting held on July 15, 2024.
Mrs. Madhuri Surana (DIN: 10249776) was appointed as Non-Executive Director of the Company (By way of change in designation from Executive Director to Non-Executive Director) with the approval of Shareholders accorded at their Extra¬ ordinary General meeting held on July 17, 2024 by passing a Special Resolution.
Mr. Shrey Kastiya (DIN: 10705131) and Mr. Palaash Gajria (DIN: 10705230) were appointed as Independent Directors of the Company for a period of 5 years, effective from July 17, 2024, to July 16, 2029. The appointment was approved by the Members through a Special Resolution passed at the Extra Ordinary General Meeting held on July 17, 2024.
Mr. Tanay Attar (DIN: 07633730), who was liable to retire by rotation at the 8th Annual General Meeting held on September 27, 2024, and being eligible for re-appointment, was reappointed by the members as Director of the Company.
Key Managerial Personnel:
Mr. Sarthak Soni was appointed as Chief Financial Officer effective from July 15, 2024.
Mr. Rohit Kumar Gauttam was appointed as Company Secretary and Compliance Officer effective from July 15, 2024.
Director retiring by Rotation:
Mr. Sudeep Soni, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for reappointment, in accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company. Necessary resolution of his reappointment and relevant details as required under the SEBI (Listing Obligations and Disclosure Requirements), 2015 (hereinafter referred as "SEBI (LODR) Regulations”) and Secretarial Standards on General Meetings issued by ICSI are included in the notice convening the AGM and in the Explanatory Statement thereof, which form part of the notice of AGM.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of SEBI (LODR) Regulations. Further, all necessary declarations with respect to independence have been received from all the Independent Directors and along with the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that Independent Directors of the Company fulfil the conditions of independence specified in the Act and the SEBI (LODR) Regulations and that they are independent of the management.
The terms and conditions for the appointment of Independent Directors are detailed and available on the Company's website at https://rajputanabiodiesel.com/policies/.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has implemented a familiarization programme for Independent Directors. This programme aims to acquaint them with their roles, rights, and responsibilities as Directors, as well as with the functioning of the Company, the nature of its industry, business model, and related matters.
All newly appointed Independent Directors undergo an orientation program designed to enhance their knowledge and skills. The Board members are provided with the necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board, Committees, on business and performance updates of the Company, business environment, business strategy and risks involved etc. Updates on relevant statutory changes on important laws are periodically presented to the Board. Details of the familiarization programmes provided to Independent Directors are available on the Company's website at https:// rajputanabiodiesel.com/policies/.
PERFORMANCE EVALUATION
Performance evaluation is integral to enhancing the effectiveness of the Board and its Directors, offering benefits to both individuals and the Company as a whole. In accordance with the provisions of the Act, the Board of Directors conducted an annual performance evaluation of the performance of Board as a whole, its Committees, Individual Directors and Chairman of the Board.
The evaluation of the Board encompassed criteria such as the composition and role of the Board, communication and relationships within the Board, functioning of Board Committees and processes, conduct of meetings, review of Executive Directors' performance, contribution of Board members to corporate governance, succession planning, and strategic initiatives.
Similarly, the evaluation of Committees focused on their independence, conduct of meetings, frequency and quality of discussions, effectiveness in providing recommendations to the Board, and contributions towards governance and strategic direction.
Individual Directors were evaluated based on their participation and contributions in Board and Committee meetings, representation of shareholder interests, enhancement of shareholder value, expertise in providing strategic guidance, risk oversight, and understanding of the Company's business strategy. The performance of Chairman of the Company and Managing Director was also evaluated at the additional parameters like competence, effective leadership and ability to steer the Meetings.
Questionnaire forms were circulated to all Directors to gather their feedback on Board, Committee, and Director evaluations. The independent Directors on March 8, 2025, have evaluated the performance of the Board as whole and Committee's functioning, as well as the performance of the Chairman and other Directors, including Executive Directors and shown their satisfaction on the same
The Nomination and Remuneration Committee (NRC), at its meeting held on March 8, 2025, also evaluated the performance of the Board, Committee and Individual directors. Areas for improvement identified through this evaluation exercise are being implemented to further strengthen the corporate governance framework of the organization.
Board Diversity
The Company recognises and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. The Company has duly identified key skills/expertise/ competencies of the Board and mapping with individual director which are as follow:
Sr. No.
|
Particulars
|
Description
|
1.
|
Business
|
Experience and understanding of the Industry, business environment, economic conditions, Strategic thinking.
|
2.
|
Financial and accounting
|
Knowledge and understanding of finance management, accountancy, ability to read and understand financial statements
|
3.
|
Board Services & Governance
|
Experience as director on other's Board, maintaining Board and management accountability, observing good governance practices, Protecting Stakeholders interest.
|
4.
|
Specialized Skills
|
Specialized knowledge of Accounting/ Finance/ Law/Management / Information Technology / Sales & Marketing/Procurement / Manufacturing / Human Resource Management /E-commerce/ Public relations/ Corporate Social responsibility/Administration etc.
|
5.
|
Leadership and sound Judgement
|
Leadership and sound judgement ability in regular and complex business environment.
|
SKILLS/COMPETENCE/EXPERTISE OF THE BOARD OF DIRECTORS
The Board has identified the following list of core skills/expertise/ competencies required in the context of the Company's business and affairs of the Company for it to function effectively and the same are available with the Board. The Board has
inter-alia the following attributes
Nature of skill/competence/ experience identified by the Board as required and those available with the Board members
|
Mr. Sudeep Soni
|
Mr.
Sarthak
Soni
|
Mr. Tanay Attar
|
Mrs.
Madhuri
Surana
|
Mr. Shrey Kastiya
|
Mr, Palaash Gajria
|
Business Expertise
|
V
|
V
|
V
|
|
|
|
Financial and accounting
|
V
|
V
|
V
|
V
|
V
|
V
|
Board Services & Governance
|
V
|
V
|
V
|
V
|
V
|
V
|
Specialized Skills
(Financial, Regulatory/ Legal and Risk Management)
|
V
|
V
|
V
|
|
V
|
V
|
Leadership and sound Judgement
|
V
|
V
|
V
|
V
|
V
|
V
|
AUDITORS AND AUDITORS' REPORT Statutory Auditor:
At the 6th Annual General Meeting (AGM) of the Company held on September 30, 2022, shareholders approved the appointment of M/s. Rajvanshi & Associates, Chartered Accountants, Jaipur (FRN 005069C), as the Statutory Auditor for a period of 5 years. Their term commenced from the conclusion of the 6th AGM held in the year 2022 and will continue until the conclusion of the 11th AGM to be held in the year 2027.
The statutory auditors of the Company, have submitted the Auditors' Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31 March 2025, which forms a part of this Annual Report. The Reports on standalone and consolidated financials does not contain any qualification, reservation, adverse remark or disclaimer. Information referred to in the Auditors' Reports are self-explanatory and do not call for any further comments.
Secretarial Auditor:
In accordance with the provisions of section 204 of the Act, and the rules thereunder, M/s Sidharth Jain & Associates, Company Secretaries (Firm Registration No. S2022MP846300), Indore, was appointed as the Secretarial Auditor for the financial year 2024-25. Their report in Form MR-3, included as Annexure 'III' to this Report, does not contain any reservation, qualification, adverse remark, or disclaimer. Information referred to in the Secretarial Auditors' Report are self¬ explanatory and do not call for any further comments.
Internal Auditor:
The Board at its meeting held on December 21,2024, appointed M/s. R. P Khandelwal & Associates, Chartered Accountants, (FRN:001795C) as Internal Auditors of the Company for conducting internal audit for the financial year 2024-25 and 2025¬ 26.
Cost Accounts and Cost Audit:
The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities of the Company.
Reporting of fraud by auditors
During the financial year under review, no instances of fraud have been reported by the Statutory Auditors, Secretarial Auditors or Internal Auditors to the Audit Committee or to the Board pursuant to section 143(12) of the Act, the details of which should form part of this report.
MEETINGS OF BOARD
During the year, 14 (Fourteen) Board Meetings were convened and held. The intervening gap between two consecutive meetings did not exceed the period of 120 days prescribed under the Act. The details of meetings mentioned below:
Name of Directors
|
Date of Board Meetings and Attendance there at
|
Attendance at 8th AGM held on September 27, 2024
|
04lh April, 2024
|
11th May, 2024
|
2nd July, 2024
|
15th July, 2024
|
18th July, 2024
|
24th July, 2024
|
16th
September,
2024
|
12th
November,
2024
|
16th
November,
2024
|
25th
November,
2024
|
28th
November
2024
|
29th
November
2024
|
21st
December,
2024
|
8th March, 2025
|
Sarthak Soni
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
Tanay Attar
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
Sudeep Soni
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
Shrey Kastiya
|
-
|
-
|
-
|
-
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
Palaash Gajria
|
-
|
-
|
-
|
-
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
-
|
Madhuri Surana
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
V
|
*Shrey Kastiya and Palaash Gajria was appointed in Extra Ordinary General Meeting held on July 17,2024, therefor not eligible to attend the board meeting held on April 4,2024, May 11,2024, July 2,2024 and July 15,2024.
BOARD'S COMMITTEES
The Committees of the Board play an important role in the governance, focus on specific areas and make informed decisions within the delegated authority. Majority of the members constituting the Committees are Independent Directors. The recommendations, observations and decisions of the Committees are placed before the Board for information and approval. The Board has constituted three Committees namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee as on March 31,2025. During the year under review, all recommendations of the Committees were accepted by the Board.
Audit Committee
The Company has constituted audit committee in line with the provisions of the Act. The primary objective of the Committee is to monitor and provide an effective supervision of the management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. Terms of reference and role of the Audit Committee inter-alia includes the matters specified under section 177(4) of the Act read with the rules made thereunder.
During the year under review, Audit Committee met 5 (Five) times viz. on July 19, 2024, September 16, 2024, November 12, 2024, December 21,2024 and March 8, 2025.
The composition of the Committee and the details of meetings attended by its members are given below:
Name of the Committee Members
|
Category
|
Designation
|
Attendance of the Committee members at the Committee Meetings
|
July 19, 2024
|
September 16, 2024
|
November 12, 2024
|
December 21, 2024
|
March 8, 2025
|
Palaash Gajria
|
Non-Executive
Independent
Director
|
Chairperson
|
V
|
V
|
V
|
V
|
V
|
Shrey Kastiya
|
Non-Executive
Independent
Director
|
Member
|
V
|
V
|
V
|
V
|
V
|
Sarthak Soni
|
Managing
Director
|
Member
|
V
|
V
|
V
|
V
|
V
|
The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are permanent invitee at the Meeting. During the year under review, all the recommendation of the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Company has constituted Nomination and Remuneration committee in line with the provisions of the Act. Terms of reference and role of the Nomination and Remuneration Committee ('NRC') inter-alia includes the matters specified under section 178 of the Act read with the rules made thereunder.
During the year under review, Nomination and Remuneration Committee met 1 (One) time viz. on March 8, 2025.
The composition of the Committee and the details of meetings attended by its members are given below:
Name
|
Category
|
Designation
|
Attendance of the Committee members at the Meeting held on March 8, 2025
|
Palaash Gajria
|
Non-Executive Independent Director
|
Chairperson
|
V
|
Shrey Kastiya
|
Non-Executive Independent Director
|
Member
|
V
|
Madhuri Surana
|
Non-Executive Director
|
Member
|
V
|
Nomination and Remuneration Policy
In accordance with the provisions of section 178 of the Act, the Company has formulated a Nomination and Remuneration Policy. This policy provides guidelines to the Nomination and Remuneration Committee on the Appointment, Removal, and Remuneration of Directors, Key Managerial Personnel, and Senior Management. It establishes criteria for determining qualifications, competencies, positive attributes, independence of directors, and the remuneration for Directors, Key Managerial Personnel, Senior Management, and other Employees. The policy also outlines the process for evaluating the performance of the Board, its committees, and individual directors. The Nomination and Remuneration Policy can be accessed on the Company's website https://rajputanabiodiesel.com/policies/.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee of our Board of Directors has been constituted in accordance with Section 178 of the Act inter-alia to focus on the redressal of Shareholders'/Investors' Grievances, if any, like Transfer/Transmission/ Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants, etc. Terms of reference and role of the Stakeholder's Relationship Committee inter-alia includes the matters specified under section 178 of the Act read with the rules made thereunder.
During the year under review, Stakeholders Relationship Committee met 1 (One) time viz. on March 8, 2025.
The composition of the Committee and the details of meetings attended by its members are given below:
Name
|
Category
|
Designation
|
Attendance of the Committee members at the Meeting held on March 8, 2025
|
Palaash Gajria
|
Non-Executive Independent Director
|
Chairperson
|
V
|
Shrey Kastiya
|
Non-Executive Independent Director
|
Member
|
V
|
Tanay Attar
|
Whole Time Director
|
Member
|
V
|
PREVENTION OF INSIDER TRADING
In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ('SEBI (PIT) Regulations'), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Company's shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company, and during the period(s) when the Trading Window to deal in the Company's shares is closed. Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the SEBI (PIT) Regulations. The code can be accessed on the Company's website at https://raiputanabiodiesel.com/policies/.
The Board of Directors have also formulated a code of practices and procedures for fair disclosure of unpublished price sensitive information containing policy for determination of'legitimate purposes' as a part of this Code, which is available on the Company's website at https://rajputanabiodiesel.com/policies/.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has implemented a Whistle Blower Policy to address genuine concerns about unethical behaviour, actual or suspected fraud, mismanagement, and violations of the Company's Code of Conduct. This policy provides a systematic mechanism for reporting concerns and includes safeguards against victimization. The policy is available on the Company's website at https://rajputanabiodiesel.com/policies/. During the financial year 2024-25, the mechanism functioned effectively, and no whistle blower complaints were reported.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with Section 135 of the Act, and the related CSR Rules, the Company's net worth, turnover, and net profit for the financial year 2025 did not meet the thresholds specified. Therefore, the Company is not required to undertake any CSR activities or prepare a separate CSR report for the financial year under review.
RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy to identify and manage business risks effectively. This framework promotes transparency, minimizes adverse impacts on business objectives, and enhances the Company's competitive advantage. The Risk Management Policy, encompassing risk assessment and management across the enterprise, is available on the Company's website at https://rajputanabiodiesel.com/policies/.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing a workplace that is free from discrimination, harassment and victimisation, regardless of gender, race, creed, religion, place of origin, sexual orientation of a person employed or engaged with the Company. The Company has instituted a robust policy and framework to prevent sexual harassment in the workplace. The policy ensures compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and includes the formation of an Internal Complaints Committee. The Policy is applicable to all employees including the Company's contractual workforce. The Internal Committee ('IC') has been constituted to consider and redress all complaints of sexual harassment at workplace.
The details of the complaints of sexual harassment during the year under review are as below:
(a) Number of complaints of sexual harassment received in the year - NIL
(b) Number of complaints disposed off during the year - NIL
(c) Number of cases pending for more than ninety days- NIL DISCLOSURE AS PER THE MATERNITY BENEFIT ACT, 1961
Your Company considers its employees as its assets, during the period under review, your Company is pleased to confirm that your company has complied with the provisions relating to the Maternity Benefit Act, 1961
ANNUAL RETURN
As per section 92(3) read with section 134(3) of the Act, the Annual Return as of March 31, 2025, is available on the Company's website at https://rajputanabiodiesel.com/annual-return/.
DEPOSITS
During the year under review, your Company has not accepted any deposits falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. The Company has not accepted any deposits in the earlier years and as such question of unpaid or unclaimed deposit and defaults in repayment does not arise.
Further, the amounts received from Directors and their relatives are in compliance with the applicable provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014, and do not fall within the definition of'Deposits' under Rule 2(1)(c) of the said Rules.
INTERNAL FINANCIAL CONTROLS
Your Company has implemented a robust system of internal financial controls designed to ensure effective management of operations, safeguarding of assets, optimal resource utilization, reliability of financial reporting, and compliance with regulations. The internal control systems are periodically reviewed to align with the Company's growing operational complexity. Based on the assessment and reviews conducted, including those by Internal, Statutory, and Secretarial Auditors, the Board is of the opinion that the internal financial controls were adequate and effective during the financial year 2024-25. The Statutory Auditor provided an unmodified report on the Internal Financial Controls with reference to financial statements for the financial year 2024-25.
WEBSITE
As per Regulation 46 of SEBI (LODR) Regulations, the Company has maintained a functional website namely www. rajputanabiodiesel.com containing information about the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014.
S. No
|
Conservation of Energy:
|
Comments
|
A
|
i. The steps taken or impact on conservation of energy
|
The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day-to-day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.
|
|
ii. The steps taken by the Company for utilizing alternate sources of energy
|
The Company has not taken any step for utilizing alternate sources of energy
|
|
iii. The capital investment on energy conservation equipment
|
During the year under review, Company has not incurred any capital investment on energy conservation equipment
|
B
|
Technology absorption
|
|
|
i. The effort made towards technology absorption
|
None
|
|
ii. The benefit derived like product None improvement, cost reduction, product development or import substitution
|
None
|
|
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a. The details of technology imported
b. The year of import
c. Whether the technology has been fully absorbed
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
|
None
|
|
iv. The expenditure incurred on Research and Development
|
None
|
C
|
Foreign Exchange Earnings and Outgo
|
|
|
a) The Foreign Exchange earned in terms of actual inflows during the year
|
Nil
|
|
b) The Foreign Exchange outgo during the year in terms of actual outflows
|
Nil
|
PARTICULARS OF EMPLOYEES
The ratio of remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in Annexure 'VI'.
In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. Considering the first proviso to Section 136(1) of the Act, the Annual Report, excluding the said information, is being sent to the shareholders of the Company and others entitled thereto. The information is available for inspection at the registered office of the Company during working hours up to the date of the ensuing AGM. Any shareholder interested in obtaining such information may write to the Company Secretary in this regard.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, integral to this Annual Report, is annexed with the Board's Report. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Provisions of SEBI (LODR) Regulations, related to publish Business Responsibility and Sustainability Report, is not applicable.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.
CORPORATE GOVERNANCE
As our Company has been listed on Emerge Platform of National Stock Exchange of India Limited, by virtue of Regulation 15 of the SEBI (LODR) Regulations the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.
LISTING OF SHARES
Your Company's shares are listed on NSE Emerge SME platform of National Stock Exchange of India Limited with Symbol "RAJPUTANA” and ISIN: "INE0VHU01019” The Company's shares are not suspended for trading on Stock Exchange(s).
OTHER STATUTORY DISCLOSURES
Your directors confirm that during the year under review, there were no transactions, events, or occurrences related to the following items that require disclosure or reporting:
a) Issue of equity shares with differential rights as to dividend, voting, or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
c) Buy-back of shares under Section 67(3) of the Act.
d) Settlements with banks or financial institutions.
e) Details of revision of financial statements or the Report.
f) Failure to implement any corporate action.
g) Details of applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status.
h) Details of differences between the valuation done at the time of One Time Settlement and the valuation done while taking loans from banks or financial institutions, along with the reasons thereof.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultant(s), including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year under review.
As required by section 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:
a) in the preparation of the annual financial statements for the year ended March 31,2025, the applicable accounting standards have been followed, and there are no material departures;
b) they 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 ended March 31,2025, and of the profit of the Company for that period;
c) they have taken proper and sufficient care 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) they have prepared the annual financial statements on a going-concern basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
f) they have devised systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
MATERIAL CHANGES & COMMITMENTS
In accordance with Section 134(3)(l) of the Act, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report, except as follows:
• From September 1,2022 to June 30, 2024, Rajputana Biodiesel Limited has earned 22,643 carbon credits which were issued to the Company in the month of April, 2025, bringing the total issued carbon credits to 29,764. This milestone is a true reflection of our values and our dedication to supporting broader environmental goals. At Rajputana Biodiesel Limited, we see sustainability as a vital part of lasting progress and are committed to driving positive change for a better, greener tomorrow.
• The Company was awarded a tender under reference number OMC/EOI/NUCO/BD/OCT24 (CYCLE 1), Tender ID 2024_MKTHO_181149_1, dated October 17, 2024, for the supply of biodiesel worth approximately ' 170 crore in November 2024, covering the period from October 2024 to September 2025. However, on March 13, 2025, the Company received a communication from the Oil Marketing Companies (OMCs) via email, informing that the aforementioned tender had been cancelled with immediate effect due to internal administrative reasons. Subsequently, on the same day, i.e., March 13, 2025, the OMCs issued a new tender under reference number OMC/ EOI/NUCO/BD/MAR25 (CYCLE 1), Tender ID 2025_MKTHO_184206_1, dated March 13, 2025, for the supply of biodiesel for the period from April 2025 to July 2025. Under this new tender, the Company, along with its subsidiary Nirvaanraj Energy Private Limited, secured a prestigious order for the supply of 6,034 KL of biodiesel to IOCL, BPCL, and HPCL. The contract is valued at approximately ' 51.13 crore.
• The Company has received an approval letter from Rajasthan Renewable Energy Corporation Limited (a Government of Rajasthan Undertaking), dated April 15, 2025, for setting up a '5 TPD Compressed Bio Gas (CBG) Project' at Village Jetpura, District Ajmer, Rajasthan, and Village Bhakari, Tehsil Parbatsar, District Nagaur, Rajasthan, respectively. The approval has been granted under Section-C, Clause No. 1.4 of the Rajasthan Integrated Clean Energy Policy, 2024. The said approval pertains to the establishment of a facility for manufacturing/production of Compressed Bio Gas (CBG).
MATERIAL ORDERS
Pursuant to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, there were no significant or material orders passed by regulators, courts, or tribunals that would impact the Company's going concern status or its operations in the future. CARBON CREDIT:
Rajputana Biodiesel Limited has received approval for the registration and issuance of Carbon Credits under Verra, a leading global standard for Carbon certification. This landmark accomplishment earmarks Rajputana Biodiesel Limited as World's first Biodiesel Project under small scale under any carbon mechanism. The approval of carbon credits is a testament to our commitment to sustainability and environmental responsibility. Our Company has consistently led the charge in implementing innovative and eco-friendly practices within the Bio Diesel industry, and this acknowledgment by the pertinent authorities further solidifies our position as a pioneer in this domain.
From September 1st, 2022 to June 30th, 2024, Rajputana Biodiesel Limited has received 22,643 carbon credits, bringing the total issued carbon credits to 29,764 by adopting innovative and eco-friendly practices.
This accomplishment is not only a reflection of our Company's ethos but also underscores our commitment to contributing to the larger national and global environmental goals. We firmly believe that sustainability serves as a fundamental driver for long-term success, and we remain dedicated to playing our role in fostering a greener and more sustainable future. ACKNOWLEDGEMENT
The Board extends its heartfelt appreciation to all employees for their unwavering dedication and hard work. Their commitment has been pivotal in delivering exceptional value to our customers and stakeholders, driving our growth and success in a competitive market environment. We also express our sincere gratitude to our suppliers, customers, and business associates for their ongoing collaboration and trust. Their partnership is instrumental in achieving our strategic objectives and sustaining our operational excellence.
We gratefully acknowledge the invaluable guidance and support from our Statutory and Secretarial Auditors, whose expertise and diligence ensure our adherence to the highest standards of governance and accountability.
Lastly, we extend our thanks to our investors, clients, banks, government agencies, regulatory authorities, and stock exchanges for their continued confidence and support in our journey towards sustainable growth and shareholder value creation.
For and on behalf of the Board of Directors of Rajputana Biodiesel Limited
(Formerly known as "Rajputana Biodiesel Private Limited”) Sarthak Soni Tanay Attar
Date: May 26, 2025 Managing Director Whole Time Director
Place: Jaipur (DIN: 07633751) (DIN: 07633730)
|