Your Directors have pleasure in presenting the 10th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2025.
1. FINANCIAL SUMMARY AND STATE OF COMPANY'S AFFAIRS
(' in lakhs except EPS)
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Particulars
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STANDALONE
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CONSOLIDATED
|
| |
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
| |
31/03/2025
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31/03/2024
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31/03/2025
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31/03/2024
|
|
Revenue from operations
|
6719.74
|
10687.33
|
22463.96
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24322.13
|
|
Other income
|
584.01
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358.30
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445.28
|
414.45
|
|
Profit Before Interest & Depreciation
|
240.42
|
2410.77
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3362.83
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6029.67
|
|
(-) Finance Cost
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735.93
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453.31
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1457.06
|
884.26
|
|
(-) Depreciation
|
455.78
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474.71
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1449.54
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1034.22
|
|
Profit before tax & Exceptional items
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-951.29
|
1482.75
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456.22
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4111.19
|
|
( ) Exceptional Items
|
-
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0
|
0
|
0
|
|
Profit Before Tax
|
-951.29
|
1482.75
|
456.22
|
4111.19
|
|
(-) Tax Expense
|
-221.30
|
379.70
|
135.82
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1042.36
|
|
Profit for the year after tax
|
-730.00
|
1103.05
|
320.40
|
3068.83
|
|
Earnings Per Share (Basic & Diluted) (In ')
|
-0.52
|
0.78
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0.68
|
2.18
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The Standalone Gross Revenue from operations for FY 2024-25 was ' 6719.74 Lakhs (Previous Year: ' 10687.33 Lakhs). The Operating Loss stood at ' 951.29 Lakhs as against operating profit of ' 1482.75 Lakhs in the Previous Year. The Net Profit for the year stood at ' -730.00 lakhs against a Profit of ' 1103.05 lakhs reported in the Previous Year.
The Consolidated Gross Revenue from operations for FY 2024-25 was ' 22463.96 Lakhs (Previous Year: ' 24322.13 Lakhs). The Consolidated Operating Profit stood at ' 456.22 Lakhs (Previous Year: ' 4111.19 Lakhs). The Consolidated Profit after tax stood at ' 320.40 Lakhs (Previous Year: ' 3068.83 Lakhs).
There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Company's business during the year under review.
2. REAL ESTATE AND CONSTRUCTION INDUSTRIES DURING THE YEAR:
In recent years, the construction industry in India has changed significantly, with a growing focus on innovative and sustainable materials. One such material that is making a big impact in residential building projects is Autoclaved Aerated Concrete (AAC) blocks.
Autoclaved Aerated Concrete (AAC) block is a low-maintenance precast building material with excellent thermal insulation and durability. The heat-insulating properties of AAC blocks keep the building cooler and prevent outside heat from entering, resulting in significant savings on air conditioning costs. AAC blocks also guarantee savings in foundation load, structural steel consumption, and mortar consumption.
The AAC blocks industry in India is currently experiencing rapid growth, fuelled by a significant shift toward green construction practices and government initiatives promoting sustainability. With increased awareness of the long-term benefits of using energy-efficient and lightweight building materials, builders and developers are increasingly turning to AAC blocks as a viable alternative to traditional red bricks. The market, valued at approximately INR 6,500 Crores in 2023, is projected to reach INR 11,500 Crores by 2027, reflecting a healthy CAGR of 15.3%. This growth is underpinned by factors such as the rising demand for affordable housing, the pursuit of soundproof and environmentally friendly buildings, and favourable government policies that incentivize green construction. Despite India's standing as the world's second-largest block manufacturer with around 150-180 unorganized manufacturing plants primarily located in Western India, AAC blocks currently account for only about 10% of the overall market, compared to 85% for traditional red bricks, indicating a vast potential for further expansion. From the total valued market almost 38¬ 40 Crores is being export to the other countries. The investments in this area is getting increased because of the increasing demand in construction site and additional industrial areas.
3. SHARE CAPITAL
During the year under review, the authorized share capital of the company has increased from ' 15,00,00,000/- divided into 7,50,00,000 equity shares of ' 2.00 each to ' 30,00,00,000/- divided into 15,00,00,000/- equity shares of ' 2.00 each on 24th August, 2024. The Company has made bonus issue of equity shares in the ratio of 1:1 and has allotted 7,07,87,875 equity shares of ' 2.00 each on 13th September, 2024.
Further, during the year under review, the Company has not issued convertible warrant nor has granted any stock options and nor sweat equity.
4. DIVIDEND AND RESERVES
Your Directors declared and paid a dividend @ 20% i.e. ' 0.40/- per equity share of ' 02/- each for the financial year ended March 31, 2024. Hence the directors have not declared any final dividend for the FY 2024-25.
The Company is not required to transfer any amount to reserves. Accordingly, the Company has not transferred any amount to reserve.
5. DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Naresh Sitaram Saboo (DIN No. 00223350), Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as Managing Director, Mr. Mohit Saboo (DIN: 02357431) is re-appointed as Executive Director w.e.f 22nd August, 2025, Mr. Saurabh Gupta (DIN: 01368353) has been appointed as Non-Executive Independent Director for first term of Five years w.e.f. 22nd August, 2025, Ms. Samiksha Nandwani is reappointed for the second tenure w.e.f. 6th August, 2025. The details of the aforesaid directors, their expertise in various functional areas as required to be disclosed under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the Notice of the ensuing Annual General Meeting.
The following changes took place in the Key Managerial Personnel during the financial year 2024-25:
1) Ms. Shilpa Bhargava(Membership No.: F13255) was appointed as a Company Secretary and Compliance Officer of the Company with effect from February 15, 2025 resigned effect from the close of working hours on 23rd April, 2025.
2) Mrs. Neha Dugar (Membership No.: A36290) was appointed as the Company Secretary& Compliance officer of the Company w.e.f. 26.08.2024 and resigned effect from the close of working hours on February 14, 2025.
3) Mr. Alpesh Somjibhai Makwana (Membership No.: A46284) has resigned as the Company Secretary & Compliance officer of the Company w.e.f. 26.08.2024.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
All Independent Directors of the Company have given declarations stating they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.
All the Directors have also affirmed that they have complied with the Company's Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses, which are detailed in the Report on Corporate Governance.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.
In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.
7. MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEAR
Your Directors are of the opinion that there are no material changes and commitments affecting financial position of the Company which have occurred between end of financial year of the Company and the date of this report.
8. FINANCIAL STATEMENTS
Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial statements on an annual basis. There were no revisions made to the financial statements during the year under review.
The Consolidated Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act, 2013 (“Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Venture is given in Form AOC-1 and forms an integral part of this Report.
9. RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial
Personnel. The transactions with related parties as per requirements of Indian Accounting Standard (IND AS-24) - 'Related Party Disclosures' are disclosed in Note No. 47 of Notes to Accounts (Standalone Financial Statements) and Note No. 40 of Notes to Accounts (Consolidated Financial Statements). All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature. The policy on materiality of Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report.
10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.
11. SUBSIDIARIES AND JOINT VENTURE COMPANY
Financial statements in respect of each of the subsidiaries shall be available for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The financial statements of subsidiary companies are also available on the website of the Company. During the year under review, none of the companies ceased to be subsidiary, joint venture or associate company of the Company.
The Consolidated Financial Statements of Bigbloc Construction Limited and its subsidiaries is prepared in accordance with Ind AS- 110 on Consolidated Financial statements and Equity method of accounting given in Ind AS - 28 on “Accounting of Investments in Associates in Consolidated Financial statements” The details of such subsidiary are as follows:
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Sr. No. Name of company
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Nature of relation
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|
1. Starbigbloc Building Material Limited
(Formerly known as 'Starbigbloc Building Material Private Limited' and 'Hilltop Concrete Private Limited')
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Subsidiary
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|
2. Bigbloc Building Elements Private Limited
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Subsidiary
|
|
3. Siam Cement Big Bloc Construction Technologies Private Limited
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Subsidiary
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12. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013 that:
a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013;
b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;
c) the directors have 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 have prepared the annual accounts on a going concern basis; and
e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
13. ANNUAL PERFORMANCE EVALUATION
Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations.
The Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.
The Independent Directors of the Company met on 14th February, 2025, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.
14. POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:
The Board of Directors have framed a Nomination, Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.
The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.
The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees such that the Company's business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender at the time of appointment.
The Nomination, Remuneration and Board Diversity policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high caliber talent.
The Company's Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is available on Company's website www.bigbloc.in.
15. MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation.
In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.
The Board met Nine times during the year under review and has accepted all recommendations made to it by its various committees.
The details of the number of meetings of the Board held during the Financial Year 2024-25 and the attendance of Directors forms part of the Report on Corporate Governance.
16. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March 31, 2025:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders' Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2024-25.
17. MEETINGS OF MEMBERS
During the year under review, 9th Annual General Meeting of the Company was held on 7th August, 2024 virtually. No Extra Ordinary General Meeting was held during the financial year.
18. AUDITORS & REPORTS OF THE AUDITORS
a) Statutory Auditor
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) re-enactment(s)/amendment(s) thereof, for the time being in force), M/s. RKM & Co., Chartered Accountants (Firm Registration No. 108553W) were re-appointed as the Statutory
Auditors of the Company to hold office for their second term from the conclusion the 5th Annual General Meeting till the conclusion of 10th Annual General Meeting to be held in the year 2025. They will complete their two consecutive terms as Statutory Auditors of the Company on conclusion of this 10th AGM. The Board of Directors of the Company (the Board), at its meeting held on 30th May, 2025, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company, appointment of M/s. Rajendra Sharma & Associates, Chartered Accountants (Firm Registration number: 108390W) as Statutory Auditors of the Company in place of M/s. RKM & Co. The proposed appointment is for a term of 5 (five) consecutive years from the conclusion of 10th AGM till the conclusion of the 15th AGM on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time.
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 Act and Rules framed thereunder.
The Auditor's Report does not contain any modified opinion and is self-explanatory; hence, no further comments are deemed necessary.
However, certain adverse remarks have been included in the Companies (Auditor's Report) Order (CARO), 2020 under Clause (ii)(b), Clause (vii)(a), Clause (ix)(d)and Clause (xvii). The management's explanations for these observations are as follows:
Clause (ii)(b) - Differences in Quarterly Bank Submissions:
The difference between amounts as per books of accounts and amounts reported in quarterly statement filed with bank is because stock statements are filed with bank before updation/ finalization of accounts for quarterly limited review/audit of the accounts. Hence, debtors, creditors and stock are reported on adhoc basis with bank without complete updation of books of accounts.
Clause (vii)(a) - Statutory Dues:
The Company has deducted Professional tax from Employees' salaries. In some cases, the same has not been deposited with the concerned department. The management will deposit the same upon receipt of such demand from the concerned department.
Clause (ix)(d)- Utilisation of Funds
The Company had upgraded its factory at Umargaon through under a pre-planned and temporary technology upgradation related shutdown since 18th May 2024 till 15th Oct 2024. Further, the Company had made investments and advanced Long term loans to its Subsidiary Companies, Siam Cement Big bloc Construction Technologies Private Limited and Bigbloc Building Elements Private Limited. The same was funded through a mix of Long term and Short term funds. We are
maintaining sufficient liquidity and a strong credit profile to meet the working capital requirements arising from the event of short-term sources falling due for payment.
Clause (xvii)- Cash Losses
The Company's factory at Umargaon was under a pre-planned and temporary technology upgradation related shutdown since 18th May 2024 till 15th Oct 2024. However, overheads like salaries, utilities, interest etc were being incurred. Further, there was loss on sale of old fixed assets to the tune of ' 44.13 lakhs. We expect to stabilize our cash flows and improve working capital efficiency in the upcoming quarters.
b) Secretarial Auditor
In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Dhirren R. Dave & Co., Practicing Company Secretaries, Surat, Gujarat to conduct the secretarial audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024-25 is annexed as Annexure 'A' to the Director's Report.
As per regulation 24A of SEBI (LODR) regulation, 2015 as amended from time to time, your Company's unlisted material subsidiary viz. Starbigbloc Building Material Limited and Bigbloc Building Elements Private Limited have undertaken Secretarial Audit for the financial year 2024¬ 25. Copy of Secretarial Audit Report of Starbigbloc Building Material Limited and Bigbloc Building Elements Private Limited are enclosed as Annexure 'B' and Annexure 'C' respectively. The Secretarial Audit Report of your Company and its unlisted material subsidiary Starbigbloc Building Material Limited and Bigbloc Building Elements Private Limited do not contain any qualification, reservation or adverse remark.
c) Cost Auditor
Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.
19. INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND RISK MANAGEMENT
Internal Financial Control and Risk Management are integral to the Company's strategy and for the achievement of the long-term goals. Company's success as an organisation depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.
Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is strong and commensurate with its size, scale and complexities of operations.
Ms. Anjana Parwal, Chartered Accountant was the internal auditor of the Company for the FY 2024¬ 25.
Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.
Pursuant to the requirement of LODR, the Company has formed Risk Management Policy to ensure appropriate risk management within its systems and culture. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks, etc. The Board of Directors of the Company periodically review the Risk Management Policy of the Company so that the Management can control the risk through properly defined network.
The Company has the Risk Management Committee which oversights on the Company's risks and is responsible for reviewing the effectiveness of the risk management plan or process. Risk management is embedded within the Company's operating framework and the Company has a well-defined, internal financial control structure. During the year under review, these controls were evaluated and no material weaknesses were observed in their design or operations.
The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.
20. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company's code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company's website at www.bigbloc.in.
21. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
As part of its triple bottom-line approach to its business, Company has always considered the community as its key stakeholder. It believes that the community around its operations should also grow and prosper in the same manner as does its own business. Accordingly, Corporate Social Responsibility forms an integral part of the Company's business philosophy. To oversee all its CSR initiatives and activities, the Company has constituted a Board-level Committee - CSR Committee. The major thrust areas of the Company include healthcare, education, women empowerment, infrastructure support, integrated rural development, etc. which are aligned to the areas specified under Schedule VII to the Companies Act, 2013. The Annual Report on CSR activities of Financial Year 2024-25 with requisite details in the specified format as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure 'D' and forms part of this report. The CSR Policy of the Company may be accessed on website of the Company.
22. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT, 2013
In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.
The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered
under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee (ICC) has been set up. During the year under review, following were the details of the Complaints:
(a) number of complaints of sexual harassment received in the year; Nil
(b) number of complaints disposed off during the year; Nil
(c) number of cases pending for more than ninety days NA
23. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company treats its “Human Resources” as one of its most important assets. The Company's culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement. During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.
25. CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.
26. ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in the prescribed format is available at the website of the company, www.bigbloc.in.
27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company's performance on Environment, Social and Governance parameters for Financial Year
2024-25, is annexed as Annexure 'E' to this Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA.
28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
The Company has transferred the amount of ' 12965 to the Investor Education and Protection Fund Authority (IEPF) of the Central Government of India relating to the Unpaid Dividend of Financial Year 2016-17 on 2nd June, 2025, the delay was caused due to procedural reasons.
The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2025 are uploaded on the website of the Company.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
30. STATUTORY INFORMATION AND OTHER DISCLOSURES
a) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure 'F' and forms an integral part of this Report.
b) The Disclosure required under Section 197(12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'G' and forms an integral part of this Report.
c) During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
d) The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.
e) No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.
f) The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
g) The Company is in compliance with provisions relating to the Maternity Benefit Act 1961.
31. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis Report describing the Company's objectives, projections, estimates, expectations or predictions may be “forward¬ looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.
32. ACKNOWLEDGEMENT
Your Directors thank the Government of India, the State Governments, local municipal corporations and various regulatory authorities for their co-operation and support to facilitate ease in doing business.
Your Directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.
Your Directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.
For and on behalf of the Board For Bigbloc Construction Limited
Sd/-
Narayan Saboo
Date: August 22, 2025 Chairman
Place: Surat DIN: 00223324
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