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Bhageria Industries Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 875.90 Cr. P/BV 1.65 Book Value (Rs.) 121.52
52 Week High/Low (Rs.) 287/132 FV/ML 5/1 P/E(X) 21.68
Bookclosure 25/07/2025 EPS (Rs.) 9.26 Div Yield (%) 0.75
Year End :2025-03 

Your Directors have great pleasure in presenting the 36th Annual Report together with the Audited Accounts of
the Company for the financial year ended March 31, 2025. The consolidated performance of the Company and its
Subsidiary has been referred to wherever required.

FINANCIAL HIGHLIGHTS:

The following is the highlight of the financial performance of the Company during the year under review:

(' in Crores)

Standalone

Consolidated

Particulars

Year ended
31.03.2025

Year ended
31.03.2024

Year ended
31.03.2025

Year ended
31.03.2024

Revenue from Operations

597.16

494.97

594.61

494.33

Other Income

6.92

16.85

6.97

16.87

Total Income

604.08

511.82

601.59

511.21

EBITDA

90.82

60.54

88.40

59.83

Less : Finance Cost

1.63

1.46

2.79

1.85

Less : Depreciation & Amortization expenses

31.42

31.72

31.42

31.72

Profit before tax

57.77

27.36

54.18

26.26

Tax Expenses

15.50

7.73

15.49

7.73

Net Profit after tax

42.27

19.62

38.69

18.53

Other Comprehensive Income (Net of tax)

(0.23)

(0.19)

(0.23)

(0.19)

Total Comprehensive Income after tax

42.03

19.43

38.46

18.34

Earing per shares of ' 5 each (In 1

9.68

4.50

9.26

4.37


OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

> Operational Review:

On Standalone Basis: During the year under review,
the Company has achieved a Total Income of
' 604.08 Crores as against ' 511.82 Crores in the
previous financial year. EBITDA for FY25 stood at
' 90.82 crores with an EBITDA Margin of 15%. The
Profit after tax for the financial year 2024-25 was
'42.27 Crores as compared to previous year of
' 19.62 Crores.

On Consolidated Basis: During the year under
review, the Company has achieved a Total Income of
' 601.59 Crores as against ' 511.21 Crores in the
previous financial year. EBITDA for FY25 stood at Rs
88.40 Crores with an EBITDA Margin of 14.69%. The
Profit after tax for the financial year 2024-25 was
' 38.69 Crores as compared to previous year of
' 18.53 Crores.

> Segmental Review:

Dyes and Dye intermediates & Chemical Business

On Standalone Basis: The Turnover of the company
from the Chemical Segment amounted to ' 504.31
Crores as against ' 398.56 Crores for the previous
year. The EBIT from this segment stood at ' 56.46
Crores as against ' 11.44 Crores in the previous year.

On Consolidated Basis : The Turnover of the company
from the Chemical Segment amounted to '504.31
Crores as against '398.56 Crores for the previous
year. The EBIT from this segment stood at '56.46
Crores as against ' 11.44 Crores in the previous year

Solar Business

On Standalone Basis: The Turnover of the Company
from Solar Power Operations amounted to '27.83
Crores as against '28.90 Crores for the previous
year. The EBIT from this segment stood at '12.04
Crores as against ' 13.57 Crores in the previous year.

On Consolidated Basis : The Turnover of the company
from the Chemical Segment amounted to '27.83
Crores as against '28.90 Crores for the previous
year. The EBIT from this segment stood at '12.02
Crores as against '13.57 Crores in the previous year.

Pharma Business

On Standalone basis: The Turnover of the Company
from Pharma Segment amounted to ' 8.12 Crore as
against ' 2.15 Crore for the previous year. The EBIT
from this segment stood art ' (5.64) Crore as against
' ( 0.43) Crore in the previous year.

On Consolidated Basis : The Turnover of the
company from the Chemical Segment amounted to
'5.57 Crores as against '2.14 Crores for the previous
year. The EBIT from this segment stood at '(7.97)
Crores as against ' (0.42) Crores in the previous year.

DIVIDEND:

The Board of Directors has recommended a dividend
of '1.50/- per share (30%) for the year ended March 31,
2025. This represent pay-out of 15.49%.

As per Regulation 43A of the SEBI Listing Regulations,
the Dividend Distribution Policy is disclosed in the
Corporate Governance Report and is available on the
Company's website at
https://bhageriagroup.com/
company-policies/

As per the prevailing provisions of the Income Tax Act,
1961, the dividend, if declared, will be taxable in the
hands of the shareholders at the applicable rates. For
details, shareholders are requested to refer to the Notice
of Annual General Meeting.

TRANSFER TO RESERVE:

The Company has not transferred any amount to General
Reserve during the financial year.

CAPITAL STRUCTURE:

During the year under review, there was no change
in Authorized, Issued, Subscribed and Paid-up Share
Capital of the Company. The Company has not issued
any equity shares with differential voting rights during
the year.

> Authorized Share Capital

The Authorized Capital of the Company as at March
31, 2025 was ' 25,00,00,000/- (Rupees Twenty Five
Crores only) divided into 5,00,00,000 (Five Crores)
Equity Shares of ' 5/- each.

> Issued and paid up Share Capital

The Paid-up Equity Share Capital as at March 31,
2025 was ' 21,82,20,900/- (Twenty One Crore Eighty
Two Lakh Twenty Thousand Nine Hundred Only)
divided into 4,36,44,180 (Four Crore Thirty Six Lakh
Forty Four Thousand One Hundred & Eighty) Equity
Shares, having face value of ' 5/- each fully paid up.

SUBSIDIARIES, JOINT VENTURE & ASSOCIATE
COMPANIES:

The Company incorporated 4 new Wholly Owned
Subsidiary Companies in FY 24-25 which would enable
the Company to complete the upcoming project, expand
its solar business.

As on March 31, 2025, the Company have Six (6)
subsidiary companies, namely Bhageria & Jajodia
Pharmaceuticals Private Limited, Bhageria Industries
Holding Company W.L.L., Rahuri Cleantech Private
Limited, Salasar Renewables Private Limited, Hikaru
Solar Power Private Limited and New Ahilyanagar Solar
Private Limited. There has been no material change in
the nature of the business of the subsidiaries.

The Company has formulated a Policy for determining
Material Subsidiaries. The Policy is available on the
Company's website at https://bhageriagroup.com/
company-policies/. Further, in terms of the said policy,
the Company does not have a material subsidiary.

A statement providing details of performance and
salient features of the financial statements of Subsidiary
/Associate/Joint Venture companies, as per Section
129(3) of the Companies Act, 2013 in Form AOC-1, is
provided as
Annexure A to the consolidated financial
statement and therefore not repeated in this Report to
avoid duplication.

As on March 31, 2025, the Company does not have joint
venture or associate companies within the meaning of
Section 2(6) of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company
and its subsidiary for FY 2024-25 are prepared in
compliance with the applicable provisions of the
Companies Act and as stipulated under Regulation 33
of the SEBI Listing Regulations as well as in accordance
with the Indian Accounting Standards notified under
the Companies (Indian Accounting Standards) Rules,
2015. The Audited Consolidated Financial Statements
together with the Auditor's Report thereon form part of
this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the
audited financial statement including the consolidated
financial statement of the Company and all other
documents required to be attached thereto is available
on the Company's website
https://bhageriagroup.com/
financial-information/
and the financial statements of
the subsidiary, as required, is available on the Company's
website at
https://bhageriagroup.com/financial-
statements-of-subsidiary/

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to
Directors Responsibility statement it is hereby confirmed:

a) that in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures, if any;

b) 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 of the profit and loss of the company for
that period;

c) the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

d) the Directors had prepared the annual accounts on a
going concern basis;

e) 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; and

f) 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.

CORPORATE STRUCTURE - BOARD OF DIRECTORS &

KEY MANAGERIAL PERSONNEL:

> Board of Directors
o Composition:

The Board of Directors includes the Executive and
Independent Directors so as to ensure proper
governance and management. The Board
consists of Seven (7) Directors comprising
of Three (3) Executive Directors and Four (4)
Independent Directors including One (1) Woman
Director as on March 31,2025. The composition
of the Board is in conformity with the provisions

of the Act and Regulation 17 of the SEBI Listing
Regulations.

There was no change in composition of the
Board during the FY 2024-25.

o Director liable to retire by rotation:

In accordance with the provisions of Section
152 of the Companies Act 2013 (''Act'') and the
Articles of Association of the Company, Mr.
Suresh Bhageria (DIN: 0540285), Director of the
Company, retires by rotation at the forthcoming
Annual General Meeting and being eligible offers
himself for re-appointment.

> Independent Directors:

All the Independent Directors of the Company have
given their respective declaration/ disclosures
under Section 149(7) of the Act and Regulation
25(8) of the SEBI Listing Regulations and have
confirmed that they fulfill the independence criteria
as specified under section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations
and have also confirmed that they are not aware
of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with
an objective independent judgment and without any
external influence. Further, the Board after taking
these declarations/disclosures on record and
acknowledging the veracity of the same, concluded
that the Independent Directors are persons of
integrity and possess the relevant expertise and
experience to qualify as Independent Directors of the
Company and are Independent of the Management.

The Board is of the opinion that all Directors
including the Independent Directors of the Company
possess the relevant expertise and experience in
their respective fields.

The Independent Directors of the Company have
confirmed that they have enrolled themselves in
the Independent Directors' Databank maintained
with the Indian Institute of Corporate Affairs ('IICA')
in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

Out of Four Independent Directors of the Company,
Three Independent Directors are not required to clear

Online Proficiency Self-Assessment Test conducted
by Indian Institute of Corporate Affair (IICA) and
One Independent Director has cleared the Online
Proficiency Self-Assessment Test conducted by
Indian Institute of Corporate Affair (IICA).

> Key Managerial Personnel:

In terms of Section 203 of the Act, the Company has
the following Key Managerial Personnel:

o Mr. Suresh Bhageria, Executive Chairman (WTD)

o Mr. Vinod Bhageria, Managing Director

o Mr. Vikas Bhageria, Jt. Managing Director (WTD)

o Mr. Rakesh Kachhadiya, Chief Financial Officer

o Mrs. Deepa Toshniwal, Company Secretary

There were no changes in the Key Managerial Personnel
of the Company during the year under review.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (Four) times during the financial year.
The details of composition of the Board, its committees,
their meetings held and attendance of the Directors at
such meetings are provided in the Corporate Governance
Report, which is a part of this Report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013
and SEBI Listing Regulations, the Board has carried
out an evaluation of its performance after taking into
consideration various performance related aspects
of the Board's functioning, competencies, frequency
and regularity of meetings, contribution, creation of
stakeholder values, management of current & potential
strategic issues, compliance & governance etc. The
performance evaluation of the Board as a whole,
Chairman and Non-Independent Directors was also
carried out by the Independent Directors in their meeting
held on October 28, 2024 and January 31, 2025.

Similarly, the performance of various committees,
individual Independent and Non-Independent Directors
was evaluated by the entire Board of Directors (excluding
the Director being evaluated) on various parameters like
Composition and Working of Committees, Functioning,
Contribution, Independence, Understanding, Knowledge,
Initiative, Integrity, etc.

POLICY ON NOMINATION & APPOINTMENT OF
DIRECTOR, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT AND OTHER DETAILS:

The Board of Directors has framed a policy, on the
recommendation of the Nomination & remuneration
Committee, which lays down a framework in relation
to appointment and remuneration of its Directors. The
policy includes criteria for determining qualifications,
positive attributes, independence of Directors etc., as
required under the provisions of Section 178(3) of the
Companies Act, 2013 and SEBI LODR Regulations . The
policy also broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration
to the Executive & the Non-executive Directors. The said
policy has been posted on the website of the Company
at
https://bhageriagroup.com/company-policies/ In
case of re-appointment of Non-executive & Independent
Directors, NRC and the Board takes into consideration
the performance of the Director, based on the Board
evaluation and his/her engagement level during his/her
previous tenure. The same is disclosed in the Corporate
Governance Report forming part of this Annual Report.

AUDITORS & AUDITOR'S REPORT:

> Statutory Auditors:

At the AGM held on July 30, 2022, the Members of
the Company approved the appointment of M/s.
Sarda & Pareek LLP Chartered Accountants, (ICAI
Firm Registration No. 109262W/W100673), as the
statutory auditors of the Company for a term of 5
years commencing from the conclusion of the 33rd
AGM of the Company till the conclusion of the 38th
AGM of the Company to be held in the year 2027.

The Auditors' Report for financial year 2024-2025 on
the financial statements forms part of this Annual
Report. There has been no qualification, reservation
or adverse remark or disclaimer in their Report. The
Auditors have also confirmed that they satisfy the
independence criteria required under Companies
Act, 2013 and Code of Ethics issued by Institute
of Chartered Accountants of India. The Auditors
attended the last Annual General meeting of the
Company.

During the year under review, the Statutory Auditors
had not reported any matter under Section 143
(12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.

> Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013,
the Board of Directors on the recommendation of
the Audit Committee appointed M/s K V M & Co.,
Cost Accountants (ICWAI Firm Registration No.
000458) as the Cost Auditors of the Company for the
Financial Year 2025-26 and has recommended their
remuneration to the shareholders for their ratification
at the ensuing Annual General Meeting.

M/s K V M & Co., have given their consent to act as
Cost Auditors and confirmed that their appointment is
within the limits of the section 139 of the Companies
Act, 2013. They have also certified that they are free
from any disqualifications specified under Section
141 of the Companies Act, 2013.

As per the requirements of section 148 of the Act read
with the Companies (Cost Records and Audit) Rules,
2014, the Company has maintained cost accounts
and records in respect of the applicable products for
the year ended March 31, 2025.

> Internal Auditor:

Pursuant to provisions of Section 138 of the Companies
Act, 2013 the Board on recommendation of the Audit
Committee has appointed M/s. Kamal Dhanuka & Co.,
Chartered Accountants, (ICAI Firm Registration No.
131308W) as Internal Auditors of the Company for the
financial year ending March 31,2026.

> Secretarial Auditor:

The Secretarial Audit was carried out by M/s. GMJ
& Associates, Company Secretaries for the Financial
Year 2024-2025. The Report given by the Secretarial
Auditors is annexed as
Annexure 'I' to this Report.
The report does not contain any qualification,
reservation and adverse remark or declaimer.

During the year under review, the Secretarial Auditors
had not reported any matter under Section 143 (12) of
the Act, therefore no detail is required to be disclosed
under Section 134 (3) (ca) of the Act.

In terms of Section 204 and all other applicable
provisions, if any, of the Companies Act, 2013 ("the
Act") read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re¬
enactment thereof, for the time being in force), and
Regulation 24A of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as 'SEBI Listing
Regulations'), as amended from time to time,, the Audit
Committee recommended and the Board of Directors
have recommended the appointment of M/s. GMJ &
Associates, Company Secretaries, be and are hereby
appointed as the Secretarial Auditors of the Company,
to hold office for a term of five consecutive years
commencing from financial year 2025-2026 to financial
year 2029-2030. The Company has received their written
consent that the appointment is in accordance with the
applicable provisions of the Act and rules framed there
under.

Secretarial Compliance Report: - The Company has
undertaken an audit for the Financial Year ended March
31, 2025 for all applicable compliances as per the
Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Secretarial
Compliance Report issued by M/s. GMJ & Associates,
Company Secretary has been submitted to the Stock
Exchanges within 60 days of the end of the Financial
Year.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The brief outline of the Corporate Social Responsibility
(CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year under review are set out in
Annexure 'II' of this
report. For other details regarding the CSR Committee,
please refer to the Corporate Governance Report, which
is a part of this report. The CSR policy is available on
https://bhageriagroup.com/company-policies/

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
('Rules') are enclosed as
Annexure 'III' forming part of
this Report. The statement containing particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Rules also forms
part of this Report. Further, the Report and the Accounts
are being sent to the Members excluding the aforesaid
statement. In terms of Section 136 of the Act, the said
statement will be open for inspection upon request
by the Members. Any Member interested in obtaining
such particulars may write to the Company at
Info@
bhageriagroup.com
.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
pursuant to Section 134(3)(m) of the Companies
Act, 2013, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given in
Annexure 'IV' to this
Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Particulars of loans, guarantees given and investments
made during the year, as required under section 186 of
the Companies Act, 2013 and Schedule V of the Listing
Regulations, are provided in the Notes to the Standalone
Financial Statements.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and the SEBI
Listing Regulations, your Company has formulated a
policy on related party transactions which is also available
on Company's website at https://bhageriagroup.com/
company-policies/ This policy deals with the review and
approval of related party transactions. The Board of
Directors of the Company has approved the criteria for
making the omnibus approval by the Audit Committee
within the overall framework of the policy on related party
transactions. Prior omnibus approval is obtained for
related party transactions which are of repetitive nature
and entered in the ordinary course of business and on
an arm's length basis. All related party transactions
are placed before the Audit Committee for review and
approval.

All related party transactions entered during the Financial
Year were in ordinary course of the business and on an
arm's length basis. No material related party transactions
were entered during the Financial Year by your Company.

Accordingly, no disclosure is made in respect of related
party transactions, as required under Section 134(3) (h)
of the Act in Form AOC-2. Members may refer notes to
the financial statements which sets out related party
disclosures pursuant to Ind AS 24.

RISK MANAGEMENT:

Pursuant to Regulation 21 of the SEBI Listing Regulations,
the Board of Directors of the Company have constituted
a Risk Management Committee to frame, implement
and monitor the risk management plan for the Company.
The Company has framed the Risk Management Policy
to manage the risks included in all the activities of the
Company by proactively mitigating adversities.

The Committee comprises of two Independent Directors
and two Executive Director. The risk management
framework, explained in the Management Discussion
and Analysis section of this Report, identifies risks that
could potentially threaten the Company's existence or
impact operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has adequate internal financial controls
and processes for orderly and efficient conduct of the
business including safeguarding of assets, prevention
and detection of frauds and errors, ensuring accuracy
and completeness of the accounting records and the
timely preparation of reliable financial information. The
Audit Committee evaluates the internal financial control
system periodically and at the end of each financial
year and provides guidance for strengthening of such
controls wherever necessary. During the year under
review, no fraud has been reported by the Auditors to the
Audit Committee or the Board. The details in respect of
internal control system and their adequacy are included
in the Management Discussion and Analysis, which is a
part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism in the
form of a Whistle Blower policy for Directors, employees
and other stakeholders of the Company to report genuine
concerns, grievances, frauds and mismanagements,
if any. The policy provides for adequate safeguards
against victimization of Directors/employees who avail
of the mechanism and provides for direct access to the
Chairperson of the Audit Committee. The Whistle Blower
policy has been posted on the website of the Company
at https://bhageriagroup.com/company-policies/

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 and through which the Company
has complied with all applicable Secretarial Standards
.

DEPOSITS:

Your Company has not accepted any deposits
from the public, during the year under review within
the meaning of Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014.

INVESTOR EDUCATION & PROTECTION FUND (IEPF):

During the year, the Company has transferred the
unclaimed and un-encashed dividends of '18, 20,755/-
Further, 2,902 corresponding shares on which dividends
were unclaimed for seven consecutive years were
transferred as per the requirements of the IEPF Rules.
The details of the resultant benefits arising out of shares
already transferred to the IEPF, year-wise amounts of
unclaimed / un-encashed dividends lying in the unpaid
dividend account up to the year, and the corresponding
shares, which are liable to be transferred, are provided
in the corporate governance report. Details of shares/
dividend transferred to IEPF can also be obtained by
accessing
https://bhageriagroup.com/iepf/.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return in Form MGT-7 as on
March 31, 2025 is available on the Company's website at
https://bhageriagroup.com/financial-information/.

CONSTITUTION OF INTERNAL COMPLAINTS
COMMITTEE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Work Place (Prevention,
Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee has been set up to redress
complaints received regarding sexual harassment. The
Company affirms that during the year under review, the
company has complied with the provisions relating to
Internal Complaints Committee and no complaints were
received by the Committee for redressal.

CODE OF CONDUCT:

Your Company is committed to conducting its business
in accordance with the applicable laws, rules and
regulations and highest standards of business ethics.
In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by
the Directors, Senior Management Personnel and
Employees of the Company. The Code of Conduct is
dealing with ethical issues and also fosters a culture of
accountability and integrity. The Code is in accordance
with the requirements of Listing Regulations and has
been posted on the Company's website at
https://
bhageriagroup.com/company-policies/
All the Board
Members and Senior Management Personnel have
confirmed compliance with the Code.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of
environmentally clean and safe operations. The
Company's policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned,
compliances, environmental regulations and
preservation of natural resources at the Plants.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of
the Company as on date of this Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT:

There were no material changes affecting the financial
position of the Company between the end of the
financial year and date of report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS:

Not received any significant and Material order passed
by the Regulators or Court during the financial year
2024-25.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

No application made and no such proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the financial year 2024-25.

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:

No such valuation has been done during the financial
year 2024-25.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS REPORTS:

The Company adheres to the requirements set out by
the Securities and Exchange Board of India's Corporate
Governance practices and have implemented all the
stipulations prescribed. The Company has implemented
several best corporate governance practices.

The Management Discussion & Analysis Report and
Corporate Governance together with the Certificate
from the Statutory Auditors of the Company regarding
compliance with the requirements of Corporate
Governance as stipulated in Listing Regulations, form an
integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

Pursuant to Regulation 3(2A) of the SEBI Listing
Regulations, the provisions pertaining to applicability
of Business Responsibility & Sustainability Reporting
have ceased to apply to the Company from March 31,
2025, Therefore, the Annual Report for the financial year
March 31, 2025 does not contain a separate section on
Business Responsibility & Sustainability Reporting.

APPRECIATION:

Your Directors would like to express their sincere
appreciation to the company's Shareholders, Vendors and
Stakeholders including Banks, Government authorities,
other business associates, who have extended their
valuable sustained support and encouragement during
the year under review. Your Directors also wish to place
on record their appreciation for the hard work, solidarity,
cooperation and support of employees at all levels.

For and on behalf of the Board of Directors
BHAGERIA INDUSTRIES LIMITED

Registered Office:

1002, Topiwala Centre,

Off S. V. Road, Goregaon [West], SURESH BHAGERIA

Mumbai -400062. CHAIRMAN

Date: May 17, 2025 (DIN: 00540285)



 
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