Under the Companies Act, 2013, a small company—as defined in Section 2(85) of the Act—is required to prepare a Director’s Report in accordance with Sections 134 and 92. While the reporting requirements for small companies are less onerous compared to larger companies, the Director’s Report must still provide a fair overview of the company’s performance and compliance. It should include key details such as the financial summary, state of affairs, changes in shareholding, and particulars of loans, guarantees, or investments made by the company. Unlike listed or public companies, small companies are exempt from disclosing items like CSR activities, managerial remuneration disclosures, and detailed risk management statements, making compliance simpler while ensuring transparency to members. The report must be approved by the Board of Directors, signed by a director, and attached to the company’s annual financial statements submitted to the Registrar of Companies.
XYZ PRIVATE LIMITED
…………. ANNUAL REPORT
2024-2025
CIN:
CORPORATE INFORMATION
BOARD OF DIRECTORS:
STATUTORY AUDITORS:
REGISTERED OFFICE:
BANKERS:
XYZ PRIVATE LIMITED
Reg off Address
CIN:
E-Mail: , Phone Number
…………………………………………………………………………………………………………………………………………………….
NOTICE
Notice is hereby given that the ……… Annual General Meeting of the Members of XYZ PRIVATE LIMITED will be held at 11:00 AM on Tuesday, the 30th day of September, 2025 at the registered office of the company situated at …………………………………………………………to transact the following business:
Ordinary Business:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2025 together with the Reports of the Board of directors and the Auditors there on; and Notes thereto and the Reports of Directors and Auditors thereon.
2. To appoint Statutory Auditors of the Company for a period of 3 years e., from F.Y 2025-2026 to F.Y 2027-2028 by passing the following ordinary resolution
“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, Members of the Company be and hereby given their consent for appointment of M/s………………, Chartered Accountants, Hyderabad, being eligible for as Statutory Auditors of the company for a period of 3 years i.e., from F.Y 2025-2026 to F.Y 2027-2028 to hold office from the conclusion of this Annual General Meeting, till the Annual General Meeting to be held in the year 2028, on such remuneration & terms and conditions as may be fixed by the Board of Directors of the company”
“RESOLVED FURTHER THAT, ………………..DIRECTOR of the company authorized to do such acts and deeds necessary to give affect to the above resolution and to file necessary e-forms with concerned Registrar of Companies”
For and on behalf of the Board of Directors
of M/s XYZ PRIVATE LIMITED
Mr X
MANAGING DIRECTOR
DIN:
Place:
Date:
Notes:
1. A Member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company.
A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10 percent of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10 percent of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
2. The proxy form, in order to be effective, must be deposited at the Registered Office of the Company not less than 48 hours before commencement of the Meeting.
3. Members are requested to bring their copies of the Annual Report to the Meeting.
4. Members seeking any information with regard to accounts, are requested to write to the company at an early date, so as to enable the management to keep the information ready at the AGM
5. ………………………., Chartered Accountants, Hyderabad proposed to be reappointed as Statutory Auditors for a period of 3 years i.e., from F.Y. 2025-2026 to F.Y. 2027-2028.
For and on behalf of the Board of Directors
XYZ PRIVATE LIMITED
Mr X
MANAGING DIRECTOR
DIN:
Place:
Date:
DIRECTOR’S REPORT
Dear Members,
The Directors are presenting the ……….th Director Report of XYZ PRIVATE LIMITED along with the Audited Financial Statements for the year ended March 31, 2025.
FINANCIAL SUMMARY OR HIGHLIGHTS:
(Rule 8A(1)(g) of the Companies (Accounts) Rules, 2014)
| PARTICULARS | F.Y. 2024-2025 (In Rs.) | F.Y. 2023-2024 (In Rs.) |
| Contract Receipts& Other Income | ||
| Profit before tax | ||
| Provisions for Tax-Current Tax | ||
| Provision for Deferred Tax | ||
| Profit after Tax | ||
| EPS per share |
STATE OF THE COMPANY AFFAIRS:
[Section 134(3)(i) of the Companies Act, 2013 read with Rule 8A(1)(f) of the Companies (Accounts) Rules, 2014]
PERFORMANCE AND OPERATIONS REVIEW:
The Company achieved a turnover of ₹___ during the year. The Company achieved a Profit Before Tax (PBT) of ₹ ……………………. and a Profit After Tax (PAT) of ₹……………………. during the year.
Revenue from operations during the financial year 2024–25 was ₹ …………………., as compared with ₹ …………….. in the previous year.
Profit before tax (PBT) during the year was ₹…………….., as compared with ₹ …………….. in the previous year. Profit after tax (PAT) during the year was ₹ …………….., as compared with ₹ ……………..in the previous year. Earnings per share (EPS) during the year was ₹ …………., as compared with ₹ ……………. in the previous year.
TAXATION
Company has made an Income Tax provision of Rs. ……………………..during this financial year.
CHANGES IN SHARE CAPITAL:
As of March 31, 2025, the issued, subscribed and Paid-up equity share capital of the company stands at Rs……………………Comprising of …………………….Equity shares of Rs. 10 each. The Company has neither issued shares with differential rights as to Dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any scheme. The Company has not done any buy back during the F.Y 2024-2025. Hence, there is no change in share capital during the F.Y 2024-2025.
TRANSFER TO RESERVES [SEC 134(3)(j) OF THE COMPANIES ACT, 2013
Company has not transferred any amount to reserves during the current financial year 2024-2025 and not proposed to transfer any reserves till AGM.
DIVIDENDS [SEC 134(3)(k) OF THE COMPANIES ACT, 2013]:
The Board of Directors would believe that the current market is lucrative in the industry in which company is doing business. Hence, in order to give long term economic value to shareholders, the Board of Directors have not recommended any dividend for the F.Y 2024-2025.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
[SEC 134(3)(l) OF THE COMPANIES ACT, 2013 READ WITH RULE 8A (1) (h) of the Companies (Accounts) Rules, 2014)
There were no material changes and commitments occurred in the nature of business which affects the financial position of the Company between the end of the financial year and the date of this report.
CAPITAL EXPENDITURE:
No capital expenditure was incurred during this financial year.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company during the financial year under review.
SUBSUDIARIES & ASSOCIATES
Our Company does not have any subsidiaries or Associates as defined in the Companies Act, 2013.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTETION FUND A/c:
No unclaimed dividend exists for our company
DEPOSITS:
The Company has not accepted any deposits from the public or its members during the year under review. Therefore, the provisions of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 are not applicable to the Company. There were no outstanding deposits as on 31-03-2025.
RULE 8A OF COMPANIES (ACCOUNTS) RULES, 2014: – MATTERS TO BE INCLUDED IN BOARD’S REPORT FOR ONE PERSON COMPANY AND SMALL COMPANY
THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED:
Sec 134 (3) (a) OF THE COMPANIES ACT, 2013 READ WITH RULE 8A (1) (a) OF COMPANIES (ACCOUNTS) RULES, 2014:
The Company does not have a website. Accordingly, the requirement under Section 134(3)(a) of the Companies Act, 2013 regarding placing of the Annual Return on the website of the Company is not applicable. However, Company Annual return for the F.Y 2024-2025 is available at the registered office of the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: Sec 134 (3) (b) OF THE COMPANIES ACT, 2013 READ WITH RULE 8A (1) (b) OF COMPANIES (ACCOUNTS) RULES, 2014:
During the financial year 2024-2025, five board meetings are held on 03/04/2024, 28/06/2024, 03/09/2024, 30/12/2024 and 31/03/2025.
DIRECTOR’S RESPONSIBILITY STATEMENT [Section 134(3) (c) and 134(5) OF THE COMPANIES ACT, 2013 READ WITH RULE 8A (1) (c) OF COMPANIES (ACCOUNTS) RULES, 2014]:
In terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors state that:
a) In preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.
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 as at March 31, 2025 and of the profit and loss of the Company for the year ended on that date.
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 accounts on a going concern basis.
e) They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT (SEC 134 (3) (ca) OF THE COMPANIES ACT, 2013 READ WITH RULE 8A (1) (d) OF COMPANIES (ACCOUNTS) RULES, 2014):
No such frauds were reported by auditors during the F.Y 2024-2025.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 (SEC 134 (3) (d) OF THE COMPANIES ACT, 2013
Company is not required to appoint independent directors. Hence this provision is not applicable to this Company
COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 (SEC 134 (3) (e) OF THE COMPANIES ACT, 2013 READ WITH RULE 8A (1) (i) OF COMPANIES (ACCOUNTS) RULES, 2014
Sec 178 (3) of the Companies Act, 2013 is not applicable to Private Companies. No directors/KMP was appointed or resigned during the F.Y. 2024-2025.
During the F.Y 2024-2025, remuneration paid to directors was Rs………………………
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT (SEC 134 (3) (f) (i) OF THE COMPANIES ACT, 2013 READ WITH RULE 8A (1) (e) OF COMPANIES (ACCOUNTS) RULES, 2014
“No qualifications, reservations, adverse remarks, or disclaimers were made by the auditor in the audit report during the F.Y. 2024-2025.”
PARTICULARLS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
(SEC 134(3) (g) OF THE COMPANIES ACT, 2013
Company has not neither made any Loans, nor given any guarantees, nor made any Investments under Sec 186 of the Companies Act, 2013 during the F.Y 2024-2025.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE FORM AOC-2
(SEC 134 (3) (h) OF THE COMPANIES ACT, 2013 READ WITH RULE 8A (2) OF COMPANIES (ACCOUNTS) RULES, 2014
The Company has a process in place to periodically review and monitor Related Party Transactions. All the related party transactions were in the ordinary course of business and at arm’s length. Company has not made any contracts or arrangements with related parties during the F.Y 2024-2025. Hence AOC-2 is not required.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as required to be given under Section 134(3)(m) of the Companies Act, 2013
A. Conservation of Energy
The Company has been taking adequate measures to reduce energy consumption at all levels.
B. Technology Absorption
No new technology was imported or absorbed by the Company during the year under review. The Company’s business does not warrant any significant Research & Development and hence no expenditure was incurred on the same.
C. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL
RISK MANAGEMENT
[Section 134(3)(n) of the Companies Act, 2013]
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
Our Company has a risk management policy. Risks are classified in different categories such as Financial, Operational, Legal, Strategic and other business risks. These risks are reviewed from time to time and controls are put in place with specific responsibility of the concerned Officer of the Company. However, the Board could not identify any major risks, which may threaten the existence of the Company.
CSR POLICY AND THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR AND CSR EXPENSES:
SEC 134 (3) (o) and SEC 135 OF THE COMPANIES ACT, 2013:
CSR not applicable to this company
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS (SEC 134(3)(p) OF THE COMPANIES ACT, 2013:
Board of Directors as a whole and directors independently performed well for achieving the objects of the Company
DISCLOSURE OF REMUNERATION:
During the F.Y 2024-2025, remuneration paid to directors was Rs…………………………
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India while conducting Board Meetings and General Meetings.
PROTECTION OF WOMEN AT WORKPLACE:
The Company has formulated a policy on ‘Protection of Women’s Rights at Workplace’ as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This has been widely disseminated. There were no cases of sexual harassment received by the Company during the F.Y 2024-2025 and no of pending cases as on 31-03-2025.
VIGIL MECHANISM
The Company is having required Vigil Mechanism for their Directors and employees.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.
[RULE 8A (1) (j) OF COMPANIES (ACCOUNTS) RULES, 2014]:
During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.
STATUTORY AUDITORS AND AUDIT REPORT:
M/s…………………………, Chartered Accountants, Hyderabad proposed to be reappointed as the Statutory Auditors of the Company for a period of three years i.e., from F.Y 2025-2026 to 2027-2028.
Independent Auditor’s Report for the F.Y 2024-2025 given by M/s…………………………, Chartered Accountants, Hyderabad does not contain any qualifications, reservations or adverse remarks.
INTERNAL FINANCIAL CONTROLS: Company has proper internal financial controls which are commensurate with the Size and nature of the business
MATERNITY BENEFITS:
The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the Maternity Benefit (Amendment) Act, 2017. Company does not have any employees who covers under this Act.
Insolvency and Bankruptcy Code, 2016:
[Rule 8(5) (xi) of Companies (Accounts) Rules, 2014]:
No application made and no proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review. Hence this clause is not applicable to this Company.
Details of Difference between valuation amount on one-time settlement and valuation while availing loan from banks and financial institutions:
[Rule 8(5) (xii) of Companies (Accounts) Rules, 2014]:
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
Human Relations
The Company continues to have cordial and harmonious relationship with its employees.
Acknowledgements
Your directors gratefully acknowledge the continued support, co-operation and wise counsel extended by the Government Authorities, Banks, and Financial Institutions and significant contribution made by the employees through their dedication, hard work and commitment. Your directors sincerely acknowledge the confidence and faith reposed in the Company by the Shareholders, Creditors and other stake holders.
For and on behalf of the Board of Directors
XYZ PRIVATE LIMITED
Mr X
Managing Director
DIN:
Mr Y
Director
DIN:
Place:
Date:
*****
Disclaimer: Please delete whatever not applicable to you. I added some points for more clarity which might not be mandatory. Quoting Sections and rule numbers are also not mandatory I added for more clarity
Happy learning
Author Bio
Whether No. of employees are to be shown ?
Male
Female etc.
very helpful article