Your Directors are pleased to present the 12thAnnual Report along with the audited annual accounts for the year ended March 31st 2025.
1. FINANCIAL REVIEW
Your Company's performance for the year ended March 31st, 2025 is as follows
(Amount in Lakhs)
| |
Year ended on
|
Year ended on
|
| |
March 31, 2025
|
March 31, 2024
|
|
Gross Total Income
|
11,069.33
|
8,327.48
|
|
T otal Expenditure
|
9,683.81
|
7,650.83
|
|
Profit / (Loss) before extraordinary item and tax
|
1,385.51
|
676.65
|
|
Extraordinary Item
|
-
|
-
|
|
T ax Expenses
|
|
|
|
- Current Tax
|
360.59
|
171.61
|
|
- Deferred Tax
|
10.00
|
2.02
|
|
- Earlier Year Tax
|
-
|
1.23
|
|
Profit after tax for the period
|
1,014.93
|
501.79
|
|
Earning per Equity shares:
|
|
|
|
-Basic
|
7.69
|
30.41
|
|
-Diluted
|
7.69
|
30.41
|
2. STATE OF AFFAIRS OF THE COMPANY
The Company is mainly engaged in the business of Cable Manufacturing.
During the year under review, the Company has put all its efforts in serving required products to all its customers on time. The turnover of the Company during the reporting period amounted to INR 11,011.18 Lakhs. The directors are thankful to all its suppliers, distributors for on time delivery of the products.
The Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years. The Directors express their gratitude towards the stakeholders for all the support that the Company has received from them and hope that the Company continues to receive the same support in the coming future. The directors take pleasure to announce that the turnover targets of the Company will continue to be achieved in the coming years as well.
3. REVIEW OF OPERATIONS:-
The Total Income during financial year 2024-25 is INR 110,69,33,000/- (Rupees One Hundred Ten Crore Sixty Nine Lakhs Thirty Three Thousand) as compared to INR 83,27,48,000/- (Rupees Eighty Three Crore Twenty Seven Lakh Forty Eight Thousands Only) in Financial Year 2023-24.
The Profit after tax for the year is INR 10,14,93,000/- (Rupees Ten Crore Fourteen Lakhs Ninety Three Thousands only) as compared to Profit after tax of INR 5,01,79,000/ - (Rupees Five Crore One Lakhs Seventy Nine Thousands only) in previous financial year 2023-24.
4. DEPOSITS:-
The Company has neither accepted nor renewed any deposits during the year to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.
5. DIVIDEND:-
In order to strengthen the financial resource of the company, your directors do not recommend any dividend for the year ended March 31st, 2025.
6. SHARE CAPITAL:-
During the year, there was change in the share capital of the Company.
The Authorised Share Capital of the company is increased from INR 2,00,00,000/-(Rupees Two Crore Only) divided into 20,00,000 Equity Shares of INR 10/- (Rupees Ten) each to INR 20,00,00,000/-(Rupees Twenty Crore Only) divided into 2,00,00,000 Equity Shares of INR 10/ - (Rupees Ten) each.
The Issued, Subscribed and Paid-up Equity Share Capital of the Company is increased from INR 1,65,00,000/- (Rupees One Crore Sixty Five Lakh Only) divided into 16,50,000 Equity Shares of INR 10/-each to INR 13,20,00,000/- (Rupees Thirteen Crore Twenty Lakh Only) divided into 1,32,00,000 Equity Shares of INR 10/ -each.
|
S. No
|
Particulars
|
No. of shares issued and allotted
|
Date of Board Meeting for Allotment of Equity Shares
|
|
1.
|
Shares issued through Bonus Issue.
|
1,15,50,000 Equity shares issued and allotted of Rs. 10 each.
|
31/12/2024
|
7. INITIAL PUBLIC OFFER (IPO) AND LISTING:-
Pursuant to Section 23 (1) of the Companies Act, 2013 and other provision under the said Act and rules made thereunder read with chapter IX of the securities and exchange board of India (issue of capital and disclosure requirements) regulations, 2018 ("SEBI (ICDR) regulations"), as amended in terms of rule 19(2)(b) of the securities contracts (regulation) rules, 1957 had made Initial Public Offer aggregating to INR 5,562.00 Lakhs ("Issue Size") and has issued and allotted 54,00,000 equity share at a price of INR 103 /- per share (including Face Value of Rs. 10/- and Premium of Rs. 93/-) through an Initial Public Offer. Furthermore, the Equity Shares of your company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME") on Monday, August 11, 2025.
8. TRANSFER TO RESERVE
The Company has transferred Rs. 300 Lacs to General Reserve under the head Reserves and Surplus for the financial year ended 31st March, 2025 under the provisions of Companies Act, 2013 and Rules made there under.
9. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the company.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required under section 134 (3) (m) of the Companies Act 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed in "Annexure A" and forms part of the report.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as "Annexure B" and is incorporated herein by reference and forms an integral part of this report.
12. DECLARATION BY INDEPENDENT DIRECTORS:-
The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/ she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for the Independent Directors with aforesaid officials to better understand the business and operation of the Company.
As a part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where the officials of the various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.
14. BOARD EVALUATION
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 Companies Act, 2013 and the Listing Regulations. The performance of Chairperson of the Board was reviewed by the Independent Directors taking into consideration the views of the executive directors. The parameters considered were leadership ability, adherence to corporate governance practices etc. The Board evaluated its performance after seeking inputs from all the Directors on the basis of such criteria such as Board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided by the Guidance note on Board evaluation issued by the Securities and Exchange Board of India..
15. NON-APPLICABILITY OF INDIAN ACCOUNTING STANDARDS
As per the provisions of Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on NSE Emerge platform, it is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial Statements.
16. BOARD OF DIRECTORS AND KMP(s):-
During the year there was change in the Composition of the Board of Directors/KMP of the Company.
|
. o
* Z
|
Name of Director/KMP
|
Designation
|
DIN/PAN
|
Date of Appointment
|
|
1.
|
Mr. Pradeep Bhadora
|
Director
|
02535818
|
17/05/2013
|
|
2.
|
*Mr. Anil Bhadora
|
Director
|
05188400
|
17/05/2013
|
|
3.
|
**Mr. Shashank Bhadora
|
Managing
Director
|
07493885
|
18/04/2024
|
|
4.
|
***Mr. Manish Joshi
|
Director
(Independent)
|
07762530
|
04/09/2024
|
|
5.
|
***Ms. Radhika Tripathi
|
Director
(Independent)
|
10558382
|
04/09/2024
|
|
6.
|
***Mr. Rahul Verma
|
Director
(Independent)
|
10751212
|
04/09/2024
|
|
7.
|
***Mr. Sagar Gunjal
|
CFO
|
*****5314M
|
04/09/2024
|
|
8.
|
***Mrs. Archana Khare
|
Company
Secretary
|
*****5500E
|
04/09/2024
|
*In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Anil Bhadora (DIN:- 05188400), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re¬ appointment. Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as an Executive Director of the Company, liable to retire by rotation. The necessary resolution for the re-appointment of Mr. Anil Bhadora, forms part of the AGM notice.
** Mr. Shashank Bhadora (DIN: 07493885) is appointed as director vide ordinary resolution passed in Extra Ordinary General Meeting held on 18/04/2024.
Further Mr. Shashank Bhadora is appointed as Managing Director and Chairman of the company vide special resolution passed in Extra Ordinary General Meeting held on 04/09/2024.
*** Mr. Manish Joshi (DIN: 07762530), Ms. Radhika Tripathi (10558382) and Mr. Rahul Verma (DIN: 10751212) are appointed as Independent directors of the company vide ordinary resolution passed in Extra Ordinary General Meeting held on 04/09/2024.
Further Mr. Sagar Gunjal is appointed as CFO (Chief Financial Officer) and Mrs. Archana Khare is appointed as CS (Company Secretary cum compliance officer) of the company w.e.f04/09/2024.
17. MEETINGS OF BOARD/COMMITTEE:-
I. BOARD MEETINGS
During the year 34 (Thirty Four) Board Meetings were convened and held on following dates:
|
1. 29/04/2024
|
2. 01/05/2024
|
3. 06/05/2024
|
4. 14/05/2024
|
|
5. 31/05/2024
|
6. 19/06/2024
|
7. 20/06/2024
|
8. 25/06/2024
|
|
9. 26/06/2024
|
10. 27/07/2024
|
11. 03/08/2024
|
12. 12/08/2024
|
|
13. 20/08/2024
|
14. 04/09/2024
|
15. 05/09/2024
|
16. 12/09/2024
|
|
17. 24/09/2024
|
18. 27/09/2024
|
19. 01/10/2024
|
20. 04/10/2024
|
|
21. 02/12/2024
|
22. 14/12/2024
|
23. 18/12/2024
|
24. 23/12/2024
|
|
25. 28/12/2024
|
26. 31/12/2024
|
27. 06/01/2025
|
28. 08/01/2025
|
|
29. 16/01/2025
|
30. 30/01/2025
|
31. 15/02/2025
|
32. 28/02/2025
|
|
33. 05/03/2025
|
34. 17/03/2025
|
|
|
|
S.
No
|
Name of Directors
|
Meetings during the financial Year 2024-25
|
| |
|
Entitled to Attend
|
Attended
|
|
1.
|
Mr. Pradeep Bhadora
|
34
|
34
|
|
2.
|
Mr. Anil Bhadora
|
34
|
34
|
|
3.
|
Mr. Shashank Bhadora
|
34
|
34
|
|
4.
|
Mr. Manish Joshi
|
20
|
6
|
|
5.
|
Ms. Radhika Tripathi
|
20
|
6
|
|
6.
|
Mr. Rahul Verma
|
20
|
6
|
GENERAL MEETINGS:
|
1.
|
18/04/2024
EGM
|
2.
|
16/05/2024
EGM
|
3.
|
04/09/2024
EGM
|
4.
|
19/09/2024
EGM
|
|
5.
|
30/09/2024
AGM
|
6.
|
17/12/2024
EGM
|
7.
|
30/12/2024
EGM
|
8
|
28/01/2025
EGM
|
*(EGM) Extra ordinary General Meeting *(AGM) Annual general Meeting
II. AUDIT COMMITTEE
During the Financial year 2024-2025 Company has constitute audit committee and composition of the same is as under:
|
Name of the Member
|
Chairman/Member
|
No. of Meeting entitled to attend
|
Meeting Attended During 2024-2025
|
|
Mr. Manish Joshi
|
Chairman
|
4
|
4
|
|
Mr. Rahul Verma
|
Member
|
4
|
4
|
|
Mr. Pradeep Bhadora
|
Member
|
4
|
4
|
The Board has accepted all recommendations of Audit Committee.
Four Meetings of the Audit Committee were held in the year 2024-2025 on October 01, 2024, January 04, 2025, January 08, 2025 and March 28, 2025.
III. NOMINATION AND REMUNERATION COMMITTEE
During the Financial year 2024-2025 Company has constitute Nomination and Remuneration committee and composition of the same is as under:
|
Name of the Member
|
Chairman/Member
|
No. of Meeting entitled to attend
|
Meeting Attended During 2024-2025
|
|
Mr. Manish Joshi
|
Chairman
|
2
|
2
|
|
Mr. Rahul Verma
|
Member
|
2
|
2
|
|
Ms. Radhika Tripathi
|
Member
|
2
|
2
|
Two Meetings of the Nomination and Remuneration committee were held in the year 2024¬ 2025 on October 01, 2024 and January 07, 2025.
IV. STAKEHOLDER RELATIONSHIP COMMITTEE
During the Financial year 2024-2025 Company has constitute Stakeholder Relationship Committee and composition of the same is as under:
|
Name of the Member
|
Chairman/Member
|
No. of Meeting entitled to attend
|
Meeting Attended During 2024-2025
|
|
Mr. Manish Joshi
|
Chairperson
|
1
|
1
|
|
Mr. Rahul Verma
|
Member
|
1
|
1
|
|
_Mr. Shashank Bhadora
|
Member
|
1
|
1
|
One Meeting of Stakeholder Relationship Committee was held in the year 2024-2025 on March 28th, 2025.
V. SEXUAL HARRASSMENT COMMITTEE
During the Financial year 2024-2025 Company has constitute Sexual Harassment Committee and composition of the same is as under:
|
Name of the Member
|
Presiding Office /Member
|
No. of Meeting entitled to attend
|
Meeting Attended During 2024-2025
|
|
Ms. Archana Khare
|
Presiding Office
|
1
|
1
|
|
Ms. Radhika Tripathi
|
Member
|
1
|
1
|
|
Mr. Sagar Gunjal Joshi
|
Member
|
1
|
1
|
One Meeting of Sexual Harassment Committee was held in the year 2024-2025 on March, 28th 2025.
VI. Company has duly held one meeting of independent directors dated March 28, 2025.
18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:-
The Company does not have subsidiary company or Joint Venture Company or Associate Company. Thus, Statement on performance of Subsidiary of Company as per Form AOC-1 is not applicable to the Company.
19. CODE FOR PROHIBITION OF INSIDER TRADING
Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 ("Code") for prohibition of insider trading in the securities of the Company to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information ("UPSI") by the Insiders of the Company. The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India ("SEBI") with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015. Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].
20. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:-
Pursuant to provisions of section 186 of the Companies Act, 2013, during the year, no loan or guarantee given by the Company and no investments in the securities of any company are made.
21. RELATED PARTIES TRANSACTIONS:-
The Company has not entered during the financial year into any transaction, contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013. The details related to 'Related Party Disclosure' as per AS-18 issued by Institute of Chartered Accountants of India are provided in Financial statements.
22. INTERNAL CONTROL SYSTEMS:-
Adequate internal controls, systems, and checks are in place, commensurate with the nature of the Company's business and size. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control in the Company, and compliance with operating systems, accounting procedures and policies at
all locations of the Company. Based on the reports of Internal Auditors, the management undertakes appropriate corrective action in their respective areas.
23. STATUTORY AUDITORS:-
M/s- S.K. Khandelwal & Associates, Chartered Accountants, Firm Registration No. (002305C), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 10th Annual General Meeting till the conclusion of the 15th Annual General Meeting to be held in 2028.
In this regard, the company has obtained a written consent from the auditor to such appointment and also a certificate from them to the effect that their appointment, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable.
M/s S.K. Khandelwal & Associates, Chartered Accountants, Firm Registration No. (002305C), continued to hold the position of the Statutory Auditors of the company for the financial year 2025-26.
EXPLANATION/ COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:-
There was no qualification, adverse remarks or reservations made by the Auditors in their report.
AUDIT REPORTS:-
The Auditors Report and notes given therein by the auditors have been explained in the relevant notes to the financial statements for the period ended on 31st March, 2025 which are self-explanatory and needs not require any further comments by the Board.
REPORTING AND FRAUD BY AUDITORS
During the year under review, the Statutory Auditors has not reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.
24. SECRETARIAL AUDITORS:-
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the
company to have Company Secretary in practice for furnishing secretarial audit report. Accordingly, M/s Deepak Patil & Co. has been appointed as Secretarial Auditors of the Company.
The Board of Directors of your company has already appointed M/s Deepak Patil & Co, Practicing Company Secretaries, Indore, a peer-reviewed firm, for FY 2024-25 to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31st 2025, as required under Section 204 of the Act.
The Secretarial Auditors' Report for fiscal 2025 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as "Annexure C" to the Board's report, which forms part of this Integrated Annual Report.
Pursuant to recent SEBI-LODR Amendments, the Company is required to appoint Secretarial Auditors for a term of five consecutive financial years. In view this, the Directors recommends the resolution at Item No. 03 be passed as an Ordinary Resolution for appointment of M/s. Deepak Patil & Co, (Peer Review No. - 2530/2022) firm of Company Secretaries in Practice to undertake Secretarial Audit of the Company for a term of five consecutive financial years i.e. 2025-26 to 2029-30.
25. INTERNAL AUDITOR:-
For FY 2024-25, the Board of Directors had appointed Taiyeb Lukmanji & Co, Chartered Accountants (FRN: 031809C) as Internal Auditors of the Company. The Internal Auditors have been periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the year. Further Taiyeb Lukmanji & Co, Chartered Accountants (FRN: 031809C) has appointed an internal auditor of the company for the financial year 2025-26.
26. ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub Section (3) of Section 92 of the Companies Act, 2013 read with Rules made thereunder the Annual Return as at March 31st 2025 can be accessed at Company's website on www.vidhutcables.com.
27. DIRECTOR'S RESPONSIBILITY STATEMENT:-
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;
1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;
3. That the Directors have 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;
4. That the Directors have prepared the annual accounts on a going concern basis.
5. 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.
28. STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE 2014 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENTS RULES 2016
Remuneration to Directors & KMP and the particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure D" to this Report.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has complied with Section 135(1) of the Companies Act, 2013 and details of which is attached in "Annexure E".
30. MAINTENANCE OF COST RECORDS
During the year under review the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
31. VIGIL MECHANISM
The Board of Directors of your company has adopted the Vigil Mechanism and whistle blower mechanism .In pursuant to the regulation 22 of the SEBI (listing obligation and disclosure requirement) regulation 2015 and section 177(9) &(10) of the Companies Act, 2013.
The company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing.
A Vigil Mechanism for directors and employees to report genuine concerns has been established The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vidhutcables.com under Investor Relation/Policies and Programmes/Vigil Mechanism Policy.
32. RISK MANAGEMENT POLICY
Risk Management policy is formulated in compliance with section 134 (3) (n) of the companies act 2013, which requires the company to lay down procedure for risk assessment and risk minimization. The board of directors, Audit committee and the senior management of the company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote the confidence amongst stake holders in the process, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the company. The business of the company is exposed to various risks, arising out of internal and external factors i.e. industry, competition, input, geography, financial, regulatory, other operational, information technology related other risks.
33. LISTING WITH STOCK EXCHANGE
The shares of the Company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME") on Monday, August 11, 2025.
34. SECRETARIAL STANDARDS:-
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
35. PREVENTION OF SEXUAL HARASSMENT:-
The Company's goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee. The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review. OR The following is a summary of complaints received and resolved during the reporting period:
|
S. No.
|
Nature of Complaints
|
Received
|
Disposed-Off
|
Pending
|
|
1
|
Sexual Harassment
|
-
|
-
|
-
|
|
2
|
Workplace Discrimination
|
. -
|
-
|
-
|
|
3
|
Child Labour
|
-
|
-
|
-
|
|
4
|
Forced Labour
|
-
|
-
|
-
|
|
5
|
Wages and Salary
|
-
|
-
|
-
|
|
6
|
Other HR Issues
|
-
|
-
|
-
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36. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961.
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
37. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UPTO THE DATE OF REPORT:-
During the year under review following changes occurred after the end of financial year and upto the date of report:
1) Conversion of status of the Company from Private Limited Company to Public Limited Company:
During the year under review, the status of the Company has been converted into a public limited company and the name of the Company has changed from "Bhadora Industries Private Limited" to "Bhadora Industries Limited" pursuant to a special resolution passed at the Extra-Ordinary General Meeting of our Company and a fresh Certificate of incorporation dated August 07, 2024 has been issued by the Registrar of Companies, Gwalior, CPC.
2) Listing of Equity Shares of the Company on the EMERGE SME platform of the National Stock Exchange of India Limited (NSE):
During the year under review, the Company obtained an In-Principle Approval from the National Stock Exchange of India Limited ("NSE") for its proposed Initial Public Offering (IPO) through the Book Building process on the NSE Emerge platform, as indicated in letter dated May 09, 2025 contingent upon adherence to applicable laws, regulatory approvals, and other requisite formalities.
Following the necessary compliance regarding the aforementioned IPO approval, the total capital of the Company, amounting to Rs. 5,562.00 Lakhs, consisting of 54,00,000 (Fifty Four Lakhs Thousand) equity shares with a face value of Rs. 10 (Rupees Ten) each has been listed and authorized for trading on the EMERGE SME platform of the National Stock Exchange of India Limited (NSE) with effect from August 11, 2025.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
39. TRANSFER TO ANY AMOUNT IN INVESTOR EDUCATION & PROTECTION FUND:-
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no amount required to be transferred to Investor Education & Protection Fund.
40. PARTICULARS OF EMPLOYEES
There is no employee during the period drawing remuneration attracting the provisions of section 197 of the Companies Act 2013 and the rules there under read with the Companies (Particulars of Employees) Rules, 1975. During the year, total numbers of employees were 23 (Twenty Three) only.
41. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS
The company has not issue any shares with differential voting rights and accordingly the provisions of section 43 read with rule 4 (4) of the companies (share capital and debentures) rules 2014 of the companies act 2013 and rules framed there under are not applicable for the year.
42. DETAILS OF SWEAT EQUITY SHARES
The company has not issued any sweat equity shares and accordingly the provision of Section 54 read with Rule 8 (13) of the Companies (Shares Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.
43. DETAILS OF EMPLOYEES STOCK OPTION SCHEME
The company has not granted stock option and accordingly the provisions of Section 62(1)(b) read with Rule 12 (9) of the of the Companies (Shares Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.
44. DEMAT STATUS
All the shares are presently held in electronic modes in to Demat form.
45. CREATION OF CHARGE:-
During the year the company has created, modified charge on its assets.
46. CORPORATE GOVERNANCE:
The company is claiming exemption under Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Compliance with the Corporate Governance Provisions as specified in regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of 46 and paras C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) 2015 shall not apply.
47. DETAILS OF DIIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL IN STITUTION:-NIL
48. DETAILS OF APPLICATION MADE FOR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:-
During the year, there was no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
49. ACKNOWLEDGMENTS:-
The Board takes this opportunity in expressing their gratitude to the bankers to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders and employees of the Company.
For, Bhadora Industries Limited (Previously known as Bhadora Industries Private Limited)
SD/- SD/-
Date: September 05, 2025 Pradeep Bhadora Shashank Bhadora
Place: Indore Director Managing Director
DIN:- 02535818 DIN:- 07493885
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