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Black Rose Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 504.90 Cr. P/BV 3.57 Book Value (Rs.) 27.72
52 Week High/Low (Rs.) 138/87 FV/ML 1/1 P/E(X) 24.11
Bookclosure 22/09/2025 EPS (Rs.) 4.11 Div Yield (%) 3.18
Year End :2025-03 

The Directors are pleased to present herewith the 35th Annual Report of the Black Rose Industries Limited ('the Company') along with
the Audited Financial Statements for the financial year ('FY') ended 31st March, 2025.

1. Financial Results - Extract

The Company's standalone and consolidated performance during the financial year ended 31st March, 2025, as compared to the
previous financial year is summarised below:

? in lakhs

Particulars

Consolidated

Standalone

Year ended

Year ended

31s' March,
2025

31st March,
2024

31st March,
2025

31st March,
2024

Revenue from Operations and Other Income

39,471.45

38,504.13

34,631.71

28,506.97

Earnings Before Interest Depreciation Tax
Amortisation and Exceptional Items (EBIDTAE)

3,273.69

3,265.30

3,835.91

3,154.72

Less: Exceptional Items

25.36

0

25.36

0

Earnings Before Interest Depreciation Tax and
Amortisation (EBIDTA)

3,248.33

3,265.30

3,810.55

3,154.72

Less: Finance Cost

100.12

106.83

97.85

105.30

Profit Before Depreciation and Tax (PBDT)

3,148.21

3,158.47

3,712.70

3,049.42

Less: Depreciation

314.52

300.65

314.52

300.65

Profit Before Tax

2,833.69

2,857.82

3,398.18

2,748.77

Less: Provision for Tax

739.22

734.95

739.22

706.07

Profit After Tax

2,094.47

2,122.87

2,658.96

2,042.70

Total Comprehensive Income

2,130.46

2,074.03

2,659.33

2,054.35

2. Nature of Business

Black Rose Industries Limited is primarily engaged in
the manufacturing and distribution of chemicals, with
an additional presence in the renewable energy sector
through wind power generation.

The chemical manufacturing division focuses on
the production and sale of acrylamide liquid and its
downstream derivatives-acrylamide solid, polyacrylamide
liquid, and n-methylol acrylamide (NMA)-which have
been developed in-house by the Company's Research
and Development team. The R&D team is currently
focused on adding polyacrylamide solid to the product
portfolio and is also engaged in the development of
additional value-added chemical products to support
the Company's long-term growth strategy. In parallel,
the Company is conducting a feasibility study and has
applied for Environmental Clearance for a speciality
amines manufacturing project, in collaboration with Koei
Chemical Company Limited, Japan, to be implemented at
its existing site in Jhagadia, Gujarat.

The chemical distribution division manages the domestic
distribution of speciality and performance chemicals
sourced from international manufacturers, along with
merchant exports of chemicals, primarily catering to the
oil and gas sector in the United States.

The renewable energy division operates windmills that
generate and supply electricity to the State Electricity
Boards of Rajasthan and Gujarat, in line with the Company's
commitment to sustainable energy solutions.

There were no changes in the nature of the Company's
business activities during the financial year ended
31st March, 2025.

3. Performance Review

During the financial year 2024-25, Black Rose Industries
Limited achieved its highest-ever annual standalone
turnover of ? 346.32 crores, representing a strong year-
on-year growth of over 21%. This performance was driven
by sustained demand across key segments, an expanding
customer base, and continued support from our principal
partners.

Standalone EBITDA rose from ' 31.5 crores in the previous
year to
' 38.4 crores, reflecting enhanced operational
efficiency, effective market intelligence, and the strength
of our diversified product portfolio.

In line with the Company's long-term strategic vision,
several key initiatives were undertaken during the year.
Construction commenced on a new, state-of-the-art
Research & Development facility, and efforts to identify

and secure land for future development progressed
significantly. The Company also made steady advances
on upcoming projects and continues to explore new
partnerships and business opportunities, laying a strong
foundation for sustained growth in the years ahead.

The slight decline in consolidated revenue for 2024-25
is primarily attributable to the planned closure of the
Company's wholly owned subsidiary, B. R. Chemicals Co.
Ltd., effective 30th January, 2025. While the subsidiary
remained profitable, a strategic review determined that
its operations were no longer aligned with the long-term
objectives of the parent company.

The Chemical Distribution Division delivered a robust
performance, recording a 29% year-on-year increase in
value and a 10% growth in volumes. This was supported
by strong domestic demand, strategic inventory planning,
enhanced product offerings, and continued backing from
international principals. Although export volumes were
impacted in the final quarter due to a slowdown in the
U.S. oil and gas sector, resilient domestic sales more than
compensated for the decline, enabling the business to
maintain its overall growth trajectory.

Financial Performance Consolidated (Figures are in crores)

0

1

2

3

4

5

6 7

450

50

400

45

350

\S

40

300

V

35

LI

30

250

//—

/

25

200

/

s\ /

20

150

Yvj

- 1C

\ /

15

100 -

V

10

50

5

0

Ý

Ý

Ý

Ý

Ý

Ý

0

2019-20 2020-.

21 2021-22 20

22-23 2023-

4 2024-

25

Revenue

— EBITDA

PBT

A detailed analysis of the Company's operations is provided in the Management Discussion and Analysis Report.

4. Share Capital

The total Paid-up Share Capital as on 31st March, 2025 was
' 51,000,000/- comprising of 51,000,000 Equity Shares of
' 1/- each.

5. Dividend

The Company has continued its commitment to delivering
value to shareholders through consistent dividend
payouts for the financial year 2024-25.

• Owing to the dividend declared by its wholly-
owned subsidiary, B.R. Chemicals Co. Ltd. Japan, the
Company paid a special interim dividend of ?2.00
per equity share (equivalent to 200% of the paid-up
share capital) during the year

• Subsequently, at its meeting held on 20th May, 2025,
the Board of Directors approved an interim dividend
of ? 0.50 per equity share (i.e., 50% of the paid-up
share capital)

Further, for the financial year 2024-25, the Directors
have recommended a final dividend of
' 0.55 per equity
share (i.e., 55% of the paid-up share capital). In addition,
considering the Company's good performance, the
Directors are pleased to recommend a Special Dividend
of
' 0.10 per equity share (i.e., 10% of the paid-up share
capital) for the financial year ended 31st March, 2025,
subject to approval of the shareholders at the ensuing
Annual General Meeting for the financial year 2024-25.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") is uploaded on the Company's
website at
www.blackrosechemicals.com.

6. Transfer to Reserves

The Directors have not proposed to transfer any amount
to the general reserve and have decided to transfer
' 2,659.33 lakhs to retained earnings for the financial year
2024-25. The closing balance of retained earnings of the
Company as of 31st March, 2025, after all appropriation
and adjustments, was
' 13,984.95 lakhs.

7. Credit Rating

The ratings given by CRISIL for short-term borrowings
and long-term borrowings of the Company during the
financial year are CRISIL A2 (Reaffirmed) and CRISlL BBB /
Stable (Reaffirmed) respectively. There was no revision in
the said ratings thereafter.

8. Business Scenario

The business environment during 2024-25 was
characterised by a complex interplay of challenges and
opportunities. Global demand, particularly from the
U.S. oil and gas sector, experienced softness, impacting
export volumes and pricing. However, the Indian chemical
market demonstrated resilience, supported by steady
industrial activity and growing domestic consumption.
The Company navigated this uneven demand landscape
through strategic inventory management, diversification
of its product portfolio, and strong partnerships with
international principals. Currency stability, especially in
the INR-US$ exchange rate, helped mitigate procurement
and sales risks, while fluctuations in raw material prices and
global logistics disruptions continued to pose operational
challenges.

On the supply side, Black Rose Industries maintained
operational agility despite ongoing international freight
constraints and volatility in shipping costs. Proactive
measures such as optimised inventory positioning
and efficient supply chain management enabled the
Company to ensure uninterrupted customer service.
Strategic initiatives including the development of new
R&D capabilities and capacity expansion underscored
the Company's commitment to long-term growth. The
decision to exit certain non-core operations through the
closure of a subsidiary reflects a focused approach to
aligning resources with evolving market dynamics and
core business priorities.

The business scenario is discussed in more detail in the
Management Discussion and Analysis Report.

9. Acrylamide Plant at Jhagadia, Gujarat

During 2024-25, Black Rose achieved strong capacity
utilisation at its acrylamide liquid plant, driven by stable
demand, consistent raw material pricing, the addition of
new markets and customers, and focused export-driven
marketing efforts. Despite global logistics challenges, the
Company sustained its market presence through strategic
sourcing and supply chain management. The acrylamide
solid business also saw steady growth, with increasing
sales in both domestic and international markets. As the
only producer of acrylamide solid outside China, Black
Rose capitalised on rising import prices and improved
operational efficiencies to further strengthen its position
in this niche segment.

A detailed explanation of the acrylamide plant operations
can be found in the Management Discussion and Analysis
Report.

10. Polyacrylamide Liquid Plant at Jhagadia, Gujarat

The ceramic tile industry in Morbi — the primary markets
for the Company's ceramic binder BRILBIND CE01 —
faced pressure during 2024-25 due to global demand
slowdown, inventory overhang, and rising competition
from unorganised binder producers. These factors
adversely impacted sales and capacity utilisation. To
enhance market reach and drive wider acceptance, the
Company introduced a more robust variant, BRILBIND
CE03, during the year.

A detailed explanation of the polyacrylamide liquid plant
operations can be found in the Management Discussion
and Analysis Report.

11. N-methylol acrylamide (NMA) Plant at Jhagadia,
Gujarat

The Company manufactures two grades of n-methylol
acrylamide (NMA)—NMA 48% and NMA LF—speciality
monomers used in the coatings and adhesives industries,
with an installed capacity of 2,000 MTPA. In 2024-25, Black
Rose Industries secured a majority share of the domestic
market. Building on this strong position, the Company
is now actively targeting export markets to fuel future
growth.

An in-depth explanation about the n-methylol acrylamide
plant operations is given in the Management Discussion
and Analysis Report.

12. Fire Incident

During the financial year, on 3rd January, 2025, a fire incident
occurred at Building No. 2, Plot No. 11-18, Shree Laxmi
Co-op. Industrial Estate Ltd., Hatkanangle, Dist. Kolhapur,
a property owned by Black Rose Industries Limited ("the
Company"). As no operations were being conducted by
the Company at the affected site, there was no impact on
the Company's business activities or functions. All assets
damaged by the fire were fully insured, and the Company
has duly submitted its claim with the insurance company,
which is currently under process.

13. Subsidiary - B.R. Chemicals Co., Ltd., Japan

The Company has one subsidiary as on 31st March, 2025.
There are no associate or joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013
("Act").

During the financial year turnover of the Company's
wholly owned subsidiary was
' 53.86 crores.

The performance and financial position of the Company's
subsidiary B.R. Chemicals Co., Ltd. for the year ended
31st March, 2025 is attached to the financial statements
hereto.

The Board of Directors of B.R. Chemicals Co. Ltd. ("B.R.
Chemicals"), wholly owned subsidiary of the Company, in
its meeting held on 30th January, 2025, has decided to close
its business activities with effect from 30th January, 2025.
The decision to close activities was made due to minimal
profit margins, high operational costs, and the successful
achievement of the main objective of establishing
relationships with suppliers/principals in Japan.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial
statements of the Company's subsidiary in Form No.
AOC-1 is attached to the financial statements of the
Company.

14. Material Changes and Commitments

There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of the report.

15. Directors and Key Managerial Personnel Re-appointment

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mrs. Shruti Jatia
(DIN: 00227127), Whole-time Director of the Company,
retire by rotation at the ensuing Annual General Meeting.
The Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration
Committee, have recommended her re-appointment.

The disclosures required pursuant to Regulation 36 of the
SEBI Listing Regulations and the Secretarial Standards on
General Meeting (‘SS-2') are given in the Notice of AGM,
forming part of the Annual Report.

Mr. Ankit Kumar Jain was appointed as Company
Secretary and Compliance Officer of the Company w.e.f.
28th May, 2024.

Apart from the above there has been no other change
in the Directors and Key Managerial Personnel of the
Company during the year under review.

16. Declaration from Independent Directors

The Company has received the following declarations
from all the Independent Directors confirming that:

a) They meet the criteria of independence as laid down
under Section 149(6) of the Act and Rules made
thereunder, as well as of Regulation 16 of the Listing
Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, they
have registered themselves with the Independent
Director's database maintained by the Indian
Institute of Corporate Affairs.

c) In terms of Regulation 25(8) of the Listing Regulations,
they are not aware of any circumstances or situation,
which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties.

17. Board Meetings and Board Committees

a) Board Meetings

Four (4) meetings of the Board of Directors were
held during the year under review. The Corporate
Governance Report, which is part of this report,
contains the details of the meetings of the Board.

b) Committees

Pursuant to Section 177 and 178 of the Act and
the rules made thereunder and in accordance
with Listing Regulations, the Board of Directors
has constituted five Committees, viz. Audit
Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee,
Corporate Social Responsibility Committee and Risk
Management Committee.

All details pertaining to the composition of the Board
and its committees are provided in the Corporate
Governance Report, which is a part of this report.

The Company has been employing women
employees in various grades within its offices and
factory premises. The Company has constituted an
Internal Compliant Committee as required under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to
redress any complaints received from employee(s)
of the Company. The Company is strongly oppose to
sexual harassment and all the employees are made
aware about the consequences of such acts and the
constitution of the Internal Compliant Committee.

During the year no complaint was received from any
employee and hence no complaint is outstanding as
on 31st March, 2025.

c) Evaluations

The Board of Directors has carried out an annual
evaluation of its own performance, board
committees, and individual directors pursuant to the
provisions of the Act and Listing Regulations.

The performance of the board was evaluated by
the Board after seeking input from all the directors
based on criteria such as the Board composition
and structure, effectiveness of Board processes,
information and functioning etc. The performance
of the committees was evaluated by the Board after
seeking input from the committee members based
on criteria such as the composition of committees,
effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
Board as a whole and Chairman of the Company
was evaluated, considering the views of Executive
Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
Director based on criteria such as the contribution of
the individual Directors to the Board and committee
meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution
and inputs in meetings, etc.

d) Policy on Directors' Appointment and
Remuneration and other details

The policy on Directors' remuneration is available
on the website of the Company at
www.
blackrosechemicals.com
. The remuneration paid to
the Directors is as per the terms laid out in the said
policy.

18. Auditors

a) Statutory Auditor

Members of the Company at the AGM held on
29th September, 2022, approved the appointment
of M/s. M M Nissim & Co LLP, Chartered Accountants
(Registration No. 107122W/ W100672), Chartered
Accountants, as the statutory auditors of the
Company for a period of five years from the
conclusion of 32nd Annual General Meeting till the
conclusion of the 37th Annual General Meeting to be
held in the year 2027.

The Reports given by M/s. M M Nissim & Co LLP,
Chartered Accountants on the standalone and
consolidated financial statements of the Company
for financial year 2024-25 do not contain any
qualification, reservation or adverse remarks. There
were no instances of fraud reported by the auditors.

b) Cost Auditor

Pursuant to the provisions of Section 148(1) of the
Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to have
the audit of its cost records.

M/s. Poddar & Co., Cost Accountants, Mumbai,
was appointed as Cost Auditor of the Company
for conducting the cost audit for the financial year
2024-25.

c) Secretarial Auditor

Secretarial Audit for the financial year 2024-25 was
conducted by M/s. Shiv Hari Jalan & Co., Company
Secretaries in Whole - Time Practice in accordance
with the provisions of Section 204 of the Act. The
Secretarial Auditors' Report forms part of this Annual
Report.

19. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31st March, 2025 is available
on the Company's website at
www.blackrosechemicals.
com
.

20. Loans, Guarantees and Investments

The particulars of loans, guarantees or investments
given/ made during the financial year under review and
governed by the provisions of Section 186 of the Act have
been furnished in
Annexure I which forms part of this
Annual Report.

21. Deposits

The Company has not accepted any deposits from the
public in terms of Section 73 of the Act read with the
Companies (Acceptance of Deposit) Rules, 2014 and as
such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of
the Balance Sheet.

22. Consolidated Financial Statements

In accordance with the provisions of the Act and Regulation
33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as 'Listing Regulations')
and applicable Accounting Standards, the Audited
Consolidated Financial Statements of the Company for the
financial year 2024-25, together with the Auditor's Report,
forms part of this Annual Report. A statement containing
the salient features of the Company's subsidiaries,
associate and joint venture Company in the prescribed
Form AOC- 1.

23. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that:

a) The annual financial statements for the year ended
31st March, 2023 have been prepared in accordance
with the applicable accounting standards along with
proper explanation relating to material departures, if
any;

b) They have selected such accounting policies and
applied them consistently and made judgements
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 of
the profit of the Company for that period;

c) The proper and sufficient care has been taken 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;

d) The annual accounts have been prepared on a going
concern basis;

e) They have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

f) The proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

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 consultants,
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 2024-25.

24. Internal Financial Controls and Compliance Framework

Internal financial control over financial reporting have
been designed to provide reasonable assurance with
regards to recording and providing reliable financial
information and complying with applicable accounting
standards. These controls are reviewed periodically, and
the Company continuously tries to verify these controls to
increase its reliability.

The Company has documented its internal financial
controls considering the essential components of various
critical processes, physical and operational. This includes
its design, implementation and maintenance, along with
periodical internal review of operational effectiveness
and sustenance, which are commensurate with the
nature of its business and the size and complexity of its
operations. This ensures orderly and efficient conduct
of its business, including adherence to the Company's
policies, safeguarding of its assets, prevention of errors,
accuracy and completeness of the accounting records and
the timely preparation of reliable financial information.

The internal financial controls with reference to the
financial statements were adequate and operating
effectively.

The Board has also put in place requisite legal compliance
framework to ensure compliance of all the applicable
laws and that such systems were adequate and operating
effectively.

25. Risk Management

In compliance with Regulation 21 of the Listing Regulations,
a Risk Management Committee has been constituted by
the Board. The Risk Management Committee, also known

as Risk Management Oversight Committee, is entrusted
with roles and powers as specified in Part D of Schedule
II of Listing Regulations. The Company has laid out a risk
management policy for identification and mitigation of
risks. The Risk Management Committee identifies the
key risks for the Company, develops and implements the
risk mitigation plan, reviews and monitors the risks and
corresponding mitigation plans on a regular basis and
prioritises the risks, if required, depending upon the effect
on the business/reputation.

The other details in this regard are provided in the Report
on Corporate Governance which forms a part of this
Annual Report.

26. Vigil Mechanism and Reporting of Frauds

The Company has framed Vigil Mechanism/Whistle Blower
Policy ("Policy") to enable Directors and employees
to report genuine concerns or grievances, unethical
behaviour and irregularities, fraud, if any, which could
adversely affect the Company's operations to the Audit
Committee Chairman.

There was no instance of fraud during the year under
review, which required the Statutory Auditors to report to
the Audit Committee and/or Board under Section 143(12)
of the Act and Rules framed thereunder.

27. Conservation of Energy, Technology Absorption and
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
rules made thereunder is provided in
Annexure II which
forms part of this Annual Report.

28. Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered
by the Company during the financial year with related
parties were in the ordinary course of business and were
on arm's length basis, hence Section 188(1) of the Act is
not applicable and consequently no particulars in Form
AOC - 2 are required to be furnished. During the year, the
Company had not entered into any contract, arrangements
or transactions with related parties which could be
considered material. All the contracts, arrangements and
transactions with related parties are placed before the
Audit Committee as also the Board, as may be required,
for approval.

29. Business Responsibility and Sustainability Report
(“BRSR")

The Company has provided Business Responsibility and
Sustainability Report which indicates the Company's
performance against the principles of the 'National
Guidelines on Responsible Business Conduct' This would
enable the Members to have an insight into environmental,
social and governance initiatives of the Company which
forms part as a separate section of this Annual Report.

30. Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by
any regulators or courts or tribunals which can have an
impact on the going concern status of the Company and
its future operations.

31. Listing

The Company's shares are listed on BSE Limited and the
applicable listing fees for the same have been paid.

32. Managerial Remuneration and Particulars of
Employees

The Statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013, read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is not applicable as none of the employees of
the Company are covered under the provisions of the said
rules.

The ratio of the remuneration of each director to the
median employees' remuneration and other details in
terms of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
provided in
Annexure III which forms part of this Annual
Report.

33. Corporate Social Responsibility (CSR)

Corporate Social Responsibility ("CSR") forms an integral
part of an overall business policy aligned with its business
goals. The Company, from time to time, endeavours to
utilise allocable CSR budget for the benefit of society.

Salient features of the CSR policy and the details of
activities as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 is provided in
Annexure IV
forming part of this report. The CSR Policy is available on the
website of the Company.

34. Service of Documents through Electronic Means

All documents, including the Notice and Annual Report
shall be sent through electronic transmission in respect of
members whose e-mail IDs are registered in their demat
account or are otherwise provided by the members. A
member shall be entitled to request for physical copy of
any such documents.

Also, in respect of shareholders whose e-mail IDs are not
registered with their folios or Depository Participant (DP),
a physical letter containing the link to access the Notice
and Annual Report will be dispatched to their registered
address.

35. Employees' Stock Option Scheme

The Company has implemented BRIL Employee Stock
Option Scheme 2020 [formulated under the SEBI (Share
Based Employee Benefit) Regulations, 2014], approved

by the Shareholders of the Company on 29th September,
2020 and thereafter, Board of Directors of the Company
vide its resolution by circulation dated 26th October, 2021
approved the amendment in the BRIL ESOS 2020 Scheme
in order to align the same with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SBEB & SE Regulations").

The Company has obtained a Certificate from the
Secretarial Auditors stating that ESOP Scheme has been
implemented in accordance with the SEBI SBEB & SE
Regulations. The said Certificate will be made available
for inspection through electronic mode by writing to the
Company at
investor@blackrosechemicals.com from the
date of circulation of the AGM Notice till the date of the
AGM.

The applicable disclosures as stipulated under Regulation
14 of SEBI SBEB & SE Regulations with regard to Employees
Stock Option Scheme of the Company are available on the
website of the Company
www.blackrosechemicals.com.

36. Disclosure Requirements

• As per Listing Regulations, the Corporate Governance
Report with the Auditors' Certificate thereon, and the
Management Discussion and Analysis including the
Business Responsibility and Sustainability Report are
attached, which forms part of this report

• 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

• During the year under review the Company has
complied with the provisions of the Maternity
Benefits Act, 1961

• The Company has not issued any shares with
differential rights and hence no information as
per provisions of Section 43(a)(ii) of the Act read
with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished

• During the year under review, 1,800 shares
transferred to the Unclaimed Securities Suspense
Escrow Account of the Company

• As required under Section 124 of the Act, 824,320
equity shares in respect of which dividend has not
been claimed by the members for seven consecutive
years or more, have been transferred by the Company
to the Investor Education and Protection Fund (IEPF)
during the financial year 2024-25. Details of shares
transferred have been uploaded on the website of
IEPF as well as the Company

• During the year under review, there were no
instances of one-time settlement with banks or

financial institutions and hence the differences in
valuation as enumerated under Rule 8(5)(xii) of
Companies (Accounts) Rules, 2014, as amended, do
not arise

• During the financial year no application has been
made, and no proceeding is pending under the
Insolvency and Bankruptcy Code, 2016

• All the properties, including buildings, plant and
machinery and stocks have been adequately insured

37. Acknowledgements

The Board of Directors place on record sincere gratitude
and appreciation to all the employees at all levels for their
hard work, solidarity, cooperation, and dedication during
the year.

The Board conveys its appreciation to its principal's,
customers, shareholders, suppliers as well as vendors,
bankers, business associates, regulatory, and government
authorities for their continued support.

Cautionary Statement

Certain statements in this Directors' Report and in the
Management Discussion and Analysis Report describing
the Company's objectives, estimates, and projections
may be forward-looking statements and are based on
certain expectations. Actual results could however differ
materially from those expressed or implied. Important
factors that could make a difference in the Company's
operations include the availability of raw material/
product, cost of raw material/product, changes in demand
from customers, fluctuations in exchange rates, changes
in government policies and regulations, changes in tax
structure, economic developments within India and the
countries in which business is conducted, and various
other incidental factors. We cannot guarantee that these
forward-looking statements will be realised, although we
believe we have been prudent in making any assumptions.
We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new
information, future events, or otherwise.


 
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