Ranjeet Mechatronics Ltd Directors Report

TO,

THE MEMBERS,

Your Directors are pleased to present the 32nd Annual Report of the Company along with the Audited Financial Statements for the financial year ended on 31STMARCH, 2025.

OVERVIEW OF THE ECONOMY:

Overview:

The global fire protection systems market is projected to be worth between approximately $72 billion and $89 billion in 2025, with an estimated compound annual growth rate (CAGR) ranging from about 6.3% to 9.1%, depending on the research firm. Key growth drivers include increasing urbanization and infrastructure development, the implementation of stricter government regulations, a growing demand for smart and wireless fire detection systems, and a general rise in safety awareness.

The fire protection system market is evolving rapidly as the demand for advanced fire safety solutions rises across sectors such as residential, commercial, and industrial. Innovations in this market are primarily focused on smart, connected systems that improve fire detection, suppression, and monitoring capabilities. One notable trend is the integration of IoT technology, which allows for real-time monitoring, automated alerts, and remote management of fire safety systems, enhancing both response time and efficiency. This IoT-based connectivity is particularly valuable in large commercial spaces, where timely detection and response are critical. Additionally, new environmentally-friendly fire suppression agents are gaining attention as sustainability becomes a priority, positioning the market for sustained growth and further innovation in intelligent fire protection solutions.

Rising Urbanization and Infrastructure Development

Rapid urban expansion, the construction of smart buildings, and industrial growth are significantly driving the demand for advanced fire protection systems across residential, commercial, and industrial sectors. As cities expand and new high-rise buildings and industrial facilities are developed, fire safety becomes a critical concern. Smart buildings, in particular, incorporate connected fire protection solutions that integrate seamlessly with building management systems, enabling real-time monitoring, automated alerts, and improved response times. This trend supports occupant safety and helps protect valuable assets and infrastructure. As a result, the need for comprehensive fire protection solutions continues to rise, presenting a major growth driver in the fire protection system market.

Increased Investments in Industrial Safety

High-risk industries such as oil and gas, manufacturing, and energy are placing increased emphasis on fire protection due to the heightened risk of fire-related incidents and their potentially severe consequences. In these sectors, the presence of flammable materials, hazardous chemicals, and complex machinery makes fire safety a priority, leading to strict regulatory requirements and the need for robust fire protection solutions. Companies in these industries are investing in advanced systems with reliable detection, suppression, and alarm capabilities to safeguard both personnel and assets. This focus on enhanced safety standards is accelerating the demand for durable and high-performance fire protection systems, positioning it as a key growth driver in the market.

FINANCIAL SUMMARY:-

The financial highlights are depicted below:

(Amount in lakhs)

Particulars	31/03/2025	31/03/2024
Revenue from operations	1079.02	1655.47
Other Income	48.36	33.53
Total Revenue	1127.38	1689.00
Expenditure	860.85	1525.22
Profit / (Loss) before Finance Cost, Depreciation & Amortization and Tax Expenses	266.53	163.78
Finance Cost	131.57	133.92
Depreciation & Amortization	10.40	13.93
Profit Before Tax	124.56	15.94
Less: Taxation
Current Tax	34.65	3.53
Deferred Tax	-5.10	-0.15
Total Tax (i+ii)	29.55	3.38
Profit after Tax	95.01	12.56
Earning Per Equity Share:
Basic	0.95	0.19
Diluted	0.95	0.19

Note: The above figures are extracted from the financial statements.

FINANCIAL HIGHLIGHTS AND OPERATIONAL PERFORMANCE:-

The Key highlights pertaining to the business of the Company for the year 2024-25 and period subsequent there to have been given hereunder:

The Total revenue from operations of the Company during the Financial year 2024-25 was lower at Rs.1079.02 lakhs against the total revenue of Rs.1655.47 lakhs in the previous financial year 2023-24.The Total expenses of the Company during the financial year 2024-25 was Rs.860.85 lakhs as against the expenses of Rs. 1525.22 lakhs in the previous financial year 2023-24.

Finance Cost during the financial year 2024-25 stood at Rs. 131.57 lakhs as against Rs.133.92 lakhs in the previous financial year 2023-24. The Depreciation cost for the financial year 2024-25 was Rs. 10.40 lakhs as against Rs.13.93 lakhs for the previous financial year 2023-24.

The Profit after tax is Rs.95.01 lakhs for the financial year 2024-25 as compare to Rs.12.56 lakhs in the previous financial year 2023-24.

SHARE CAPITAL:-

The Authorized Share Capital of the Company as on 31st March, 2025 was Rs. 25,00,00,000/- (Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs.10/- each.

Change in Authorised Share Capital during the year:

The Authorised Share Capital of the Company was increased from Rs.10,00,00,000 (Rupees Ten Crore) divided into 1,00,00,000 (One Crore ) Equity Shares of Rs.10/- each to Rs. 25,00,00,000 (Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- each through postal ballot resolution passed by the members of the Company on March 21, 2025.

The Paid up Share capital of the Company as on 31st March, 2025 was Rs. 20,00,00,000/- (Rupees Twenty Crore) divided into 4,00,00,000 (Four Crore) Equity Shares of Rs.5/- each.

Change in Paid Up/Subscribed Capital during the year:

The Company issued and allotted 1,00,00,000/- (One Crore) Equity shares of Rs.10/- each as fully paid up equity shares to the members of the Company in the ratio of 1:1.

Further, the members of the Company through postal ballot passed the resolution on 21st March, 2025 for splitting the Face Value of equity share of the Company such that equity shares having nominal face value of Rs. 10/- be divided into 2 (Two) equity shares having face value of Rs.5/- per equity share.

DIVIDEND:-

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

RESERVES:-

During the current financial year (2024-25) our Companys net profit was Rs. 95.01 lakhs as against the profit of Rs. 12.56 in P.Y. 2023-24, Your Directors have transferred whole amount of Profit Rs. 95.01 lakhs to Reserve to strengthen the financial position of the Company in nearest future.

SUBSIDIARY AND JOINT VENTURE COMPANY:

The Company did not have any subsidiary or joint venture company during the year under review.

CHANGE IN NATURE OF BUSINESS:

No changes have been made in the nature of business carried out by the Company during the financial year 2024-25.

MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

In accordance with the provisions of Section 152(6) of the Companies Act and Articles of Association, Mrs. Nitaben Rakeshbhai Swadia (DIN: 00356722) Director of the Company, shall retire by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting of the Company.

Further during the year under review no changes occurred in the composition of Board and Key Managerial Personnel of the Company except the changes noted below.

However, Mrs. Dhruviben Patel (DIN: 11193448 ) was appointed as Additional Director in the Board Meeting held on 14th July, 2025 and her appointment as an Independent Director is proposed in the ensuing AGM.

Also, Ms. Ankita Shah resigned as the Company Secretary and Compliance Officer of the Company w.e.f 14th May, 2025.

MEETINGS OF THE BOARD OF DIRECTORS:-

The Management is completely focused for the growth and expansion of the Company, it is busy developing new horizons for increasing overall performance. It is further working towards reducing costs by making optimum utilization of resources.

The Board met 4 times during the year on 29th May, 2024, 6th September, 2024, 14th November 2024 and 18th February, 2025 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Directors	Category	Number of Meetings Attended / Total Meetings held during the year 2024-25	Attendance at the last AGM held on 30th September, 2024
Mr. Rakesh V. Swadia	Chairman and Managing Director	4/4	Yes
Mr. Devarshi R. Swadia	Whole Time Director	4/4	Yes
Mrs. Nitaben R. Swadia	Non-Executive Director	4/4	Yes
Mr. Bhavinkumar O. Kachhwah	Independent Director	4/4	Yes
Mr. Kunal Sudhirbhai Shah	Independent Director	4/4	Yes

MEETING OF MEMBERS:

During the year under review, the Company called and convened the Annual General Meeting on 30th September, 2024.

COMMITTEES MEETING:

As on 31st March, 2025 the Board had three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All the Committees are properly constituted with proper composition of Independent Directors as mentioned in relevant provisions of Companies Act, 2013.

A. AUDIT COMMITTEE AND ITS MEETINGS:

Audit Committee met 3 times during the year under review on 29th May, 2024, 5th September, 2024 and 18th February, 2025. Constitution of Audit Committee was as per the following:

Sr. No.	Name of the Director	Status in Committee	Nature of Directorship	Total Meetings Attended/ Total Meetings Held
1.	KunalSudhirbhai Shah (DIN:08177662)	Chairman	Independent & Non-Executive Director	3/3
2.	RakeshVallabhbhaiS wadia (DIN: 00356657)	Member	Non-Executive Director	3/3
3.	Bhavinkumar O. Kachhwah (DIN: 08837036)	Member	Independent & Non-Executive Director	3/3

B. NOMINATION & REMUNERATION COMMITTEE AND ITS MEETINGS:

Nomination & Remuneration Committee met once during the year under review on 29th May, 2024 Constitution of Nomination & Remuneration Committee was as per the following:

Sr. No.	Name of the Director	Status in Committee	Nature of Directorship	Total Meetings Attended/ Total Meetings Held
1.	Mr. Kunal Sudhirbhai Shah	Chairperson	Independent & Non-Executive Director	1/1
2.	Bhavinkumar O. Kachhwah	Member	Non-Executive Director	1/1
3.	Mrs. Nitaben Rakeshbhai Swadia	Member	Independent & Non-Executive Director	1/1

C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:

Stakeholders Relationship Committee met 4 times during the year under review on 29th May, 2024, 6th September, 2024, 14th November 2024 and 18th February, 2025.

Constitution of Stakeholders Relationship Committee was as per the following:

Sr. No.	Name of the Director	Status in Committee	Nature of Directorship	Total Meetings Attended/ Total Meetings Held
1.	Mr. Kunal Sudhirbhai Shah	Chairman	Independent & Non-Executive Director	4/4
2.	Mr. Rakeshbhai Vallabhbhai Swadia	Member	Non-Executive Director	4/4
3.	Bhavinkumar O. Kachhwah	Member	Independent & Non-Executive Director	4/4

OTHER INFORMATION RELATED TO BOARD COMMITTEES:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit Committee (This disclosure is as per Section 177(8) of the Companies Act, 2013)	Kunal Sudhirbhai Shah (DIN: 08177662) Rakeshbhai VallabhbhaiSwadia (DIN: 00356657) Bhavinkumar O. Kachhwah (DIN: 08837036)	• All recommendations made by the Audit Committee were accepted by the Board.
		• In accordance with the requirements of the Companies Act, 2013, the Company has formulated the policies including the Vigil Mechanism Policy.
Nomination and Remuneration Committee	Kunal Sudhirbhai Shah (DIN: 08177662) Nitaben Rakeshbhai Swadia (DIN: 00356722) Bhavinkumar O. Kachhwah (DIN: 08837036)	• The Committee overseas and administers executive compensation, operating under a written charter adopted by our Board of Directors.
Stakeholders Relationship Committee	Kunal Sudhirbhai Shah (DIN: 08177662) Rakeshbhai Vallabhbhai Swadia (DIN: 00356657) Bhavinkumar O. Kachhwah (DIN: 08837036)	• The Committee reviews and ensures to redress investor grievances.
		• The Committee noted that all the grievances of the shareholders during the year have been resolved.

INDEPENDENT DIRECTORS MEETING:

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Director was held on 18th February, 2025 at registered office of the company situated at Ahmedabad to discuss the agenda items as required under the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issued there under as well as Regulation 16(1) (b) of the Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force.)

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Policy has been uploaded on the website of the Company at www.ranjeet.co.in.

STATE OF COMPANY AFFAIRS:

The state of your Companys affairs is given under the heading Financial Highlights and Operational Performance and various other headings in this Report and the Management Discussion and Analysis, which forms part of the Annual Report.

PARTICULARS OF EMPLOYEES:-

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure I.

DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is hereby confirmed:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit or loss of the Company for the period ended 31.03.2025.

• That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• That the Directors had prepared the annual accounts on a going concern basis.

• That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION:

The Companies Act, 2013 states that the formal annual evaluation needs to be made by Board of its own performance and that of its Committees and individual Directors, Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors and the entire Board was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as allotted by the Nomination and remuneration committee. The Companies Act, 2013 states that the formal annual evaluation needs to be made by board of its own performance.

AUDITORS AND AUDITORS REPORT- STATUTORY AUDITOR

M/S. ABHISHEK KUMAR AND ASSOCIATES, CHARTERED ACCOUNTANTS, AHMEDABAD (FIRM REGISTRATION NO: 130052W) were appointed as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of 31st AGM till the conclusion of the 36th AGM.

The Auditors Report is self-explanatory and do not call for any further comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Riddhi Khaneja and Associates, Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of the Companys Secretarial and related records for the year ended on 31st March, 2024. Secretarial Audit Report for FY 202425 is enclosed as Annexure - II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS:-

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at www.ranjeet.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is set out in this Annual Report as Annexure III.

DEPOSITS:-

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during the period.

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:-

The Company has not given any loans or guarantees during the year under review within the purview of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to investments in the financial statements.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:-

The Company has not entered into any material contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:-

No Material changes occurred affecting the financial position of the company occurred between the ends of the financial year to which this Financial Statement relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Companys operation in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

The Company has zero tolerance towards sexual harassment at the workplace and further it ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

RISK MANAGEMENT:

The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

Some of the risks that the Company is exposed to are: Financial Risks, Commodity Price Risk, Regulatory Risk, Human resource Risk, Strategic Risk, etc.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-

The Company has pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company has a structured induction process at allocations and management development programs to upgrade skills of managers.

The Company is committed to nurturing, enhancing and retaining top talent through superior learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organizations growth and its sustainability in the long run.

HEALTH, SAFETY AND ENVIRONMENT:-

The Company is taking continuous steps and also developing environment friendly processes for effective resource management with specific focus to energy, water and basic raw materials. Monitoring and specific review of system regarding health, safety and environment is done on a continuous basis with emphasis and focus given to safety at workplace.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form-A as annexed to the aforesaid Rules, the question of furnishing the same does not arise.

ii. Technology Absorption:

Companys products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required.

iii. Foreign Exchange Earning and Outgo:

During the period under review the foreign exchange earnings and outflow was as follows:

Year 2024-25	Amount in Rs
Foreign Earnings	Nil
Foreign Outflow	Nil

CORPORATE GOVERNANCE:

Details regarding Corporate Governance Report of the Company , this is to inform you that Regulation 27(2) as per Clause 15 of the Chapter IV of SEBI (LODR) Regulation, 2015 is not applicable as the Company is listed on the BSE- SME platform since 26th September, 2018. Whenever this regulation becomes applicable to the Company at a later date, we will comply with the requirements of those regulations within six months from the date on which the provisions become applicable to our Company.

CORPORATE SOCIAL RESPONSIBILITY:-

Section 135 of the Companies Act, 2013 and framed Rules there under provides that certain Companies are required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed there under for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is not required to be annexed.

INSIDER TRADING REGULATIONS:

The Company has notified and adopted the Code of Prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information made pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015. The said Codes are published on the website of the Company. The Company has suitably amended the aforesaid Codes to align them with the amendments introduced by SEBI, w.e.f. 1st April, 2019.

VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loan taken from Banks and Financial Institutions.

APPRECIATION:-

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

BY ORDER OF THE BOARD OF DIRECTORS	RANJEET MECHATRONICS LIMITED
	SD/-
DATE:04/09/2025	RAKESH V. SWADIADIN: 00356657
PLACE: AHMEDABAD	CHAIRMAN AND MANAGING DIRECTOR