Your directors take pleasure in presenting the 11th (Eleventh) Annual Report, together with the AuditedFinancial Statements, for the financial year ended March 31, 2025.
1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS (2024-25):
The Audited Standalone Financial Statements of your Company as on 31st March, 2025, are prepared inaccordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") andthe provisions of the Companies Act, 2013 ("Act").
(^. In Lakhs)
P A R T I C U L A R S
FOR THE YEAR ENDED ON
31.03.2025
31.03.2024
Revenue from Operations
35,875.53
25,687.76
Other Income
278.96
98.61
Total Revenue
36,154.49
25,786.37
Profit before Depreciation & Interest
3,551.67
2,943.86
Financial Charges
614.67
457.06
Depreciation
130.68
134.25
Profit / (Loss) Before Taxation
2,806.32
2,352.55
Provision for Current & Deferred Taxation
165.82
130.95
Profit / (Loss) After Taxation
2,640.50
2,221.60
Other Comprehensive Income
-0.17
18.25
Net Profit
2,640.67
2,203.34
EPS
2.52
2.10
The standalone financial statements have been prepared in accordance with the Indian Accounting Standards(Ind AS).
2. COMPANY'S PERFORMANCE AND OPERATIONS:
Your directors are immense happy to inform that the company has broken its own records. TheCompany's revenue from operations for FY 2024-25 was Rs. 35,875.53 Lakhs as compared to Rs.25,786.37 Lakhs in the previous year which can be considered significant increase in revenue of theCompany. The Company's profit before tax was Rs. 2,806.32 Lakhs during the year as compared toRs. 2,352.55Lakhs in the previous year, an increase of 19.50 % over the previous year. The Companyearned a net profit after tax of Rs. 2,640.67 lakhs, higher by 19.85 % as against a net profit after taxof Rs. 2,203.34 Lakhs in the previous year.
3. DIVIDEND:
As your directors wish to plough back profit for future development of the Company, no dividend isrecommended or declared for the year ended on March 31, 2025.
4. DEPOSITS:
The Company has not accepted any fixed Deposits during the year under review.
5. SHARE CAPITAL:
The paid-up equity share capital as on March 31, 2025 was Rs.10,49,37,280/- divided into10,49,37,280 equity shares of face value of 01/- each. However, there was no public issue, rightsissue, bonus issue or preferential issue, etc. during the has not issued shares with differential votingrights, sweat equity shares, nor has initiated any stock options.
6. FINANCIAL STATEMENT:
Full version of the Annual Report 2024-25 containing complete Balance Sheet, Statement of Profit &Loss, other statements, and notes thereto, prepared as per the requirements of Schedule III to theCompanies Act, 2013, Directors' Report (including Management Discussion and Analysis, CorporateGovernance Report) are being sent via email to all shareholders who have provided their emailaddress(es). Full version of Annual Report 2024-25 is also available for inspection at the registeredoffice of the Company during working hours up to the date of ensuing Annual General Meeting(AGM). It is also available at the Company's website at www.bombaysuperseeds.com.
7. RESERVES & SURPLUS:
The company has closing balance of ^. 9,418.99 Lakhs as reserve and surplus including SecurityPremium as on Financial Year ended on 31st March, 2025 as Compare to ^. 6,778.32 Lakhs in PreviousYear.
8. ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the Financial Year 2024-25 for all Applicable Compliancesas per Securities and Exchange Board of India Regulations, Circulars/guidelines issued thereunder.The Annual Secretarial Compliance Report issued by M/s Vast & Co., Company Secretaries has beensubmitted to the Exchange within the prescribed time.
9. STATUTORY AUDITORS AND AUDITOR'S REPORT THEREON:
M/s. Gautam N Associates, Chartered Accountants having FRN: 0103117W have been appointed inthe 11th Annual General Meeting of the Company till the conclusion of 12th Annual General Meeting.Further the said firm has conveyed their consent to be Re-appointed as statutory auditor of thecompany, along with confirmation that their Re-appointment, if approved by shareholders in 11thAnnual General Meeting would be within the prescribed limit under the act.
The Statutory Audit Report is annexed to this Annual Report. There are no qualifications, reservationor adverse remarks made by the statutory auditors in their report or by the Practicing CompanySecretary in the Secretarial Audit Report for the year ended 31st March 2025. During the year, therewere no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.
10. SECRETARIAL AUDITORS:
Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had appointed M/s. VAST& Co., Company Secretaries LLP, to undertake the Secretarial Audit of the Company for the F.Y. 2024¬25. The Secretarial Audit Report is attached to this report as Annexure-I.
11. INTERNAL AUDITORS:
The Board of Directors of the Company has re-appointed M/s. H.H. Atkotiya & Associates. CharteredAccountants as an Internal Auditors to conduct Internal Audit of the Company.
12. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
As on March 31, 2025, The Company has neither subsidiary nor Joint Venture Company nor AssociateCompany.
13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness, including adherence to the Company's policies, safeguarding of its assets, prevention anddetection of fraud, error reporting mechanisms, accuracy and completeness of the accountingrecords, and timely preparation of reliable financial disclosures. For more details, refer to the'Internal control systems and their adequacy' section in the Management's discussion and analysis,which forms part of this Annual Report.
14. DIRECTORS' RESPONSIBILITY STATEMENTS:
Pursuant to requirement under section 134(3)(C) of the Companies Act, 2013 with respect toDirector's Responsibility Statement, it is hereby confirmed that:
a) that in preparation of the annual accounts, the applicable accounting standards have beenfollowed and that there are no material departures;
b) that the directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year 2024-25 and of the profit of theCompany for that year;
c) that the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013, forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) That the directors have prepared the annual accounts on going concern basis.
e) That the Directors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operation efficiently.
f) That the Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
15. DECLARATION FROM INDEPENDENT DIRECTORS:
The independent Directors have submitted the declaration of independence, as required pursuantto section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence asprovided in sub section (6) of Section 149.
16. MEETINGS OF THE BOARD:
The Meetings of the Board are held at regular intervals to discuss, deliberate and decide on variousbusiness policies, strategies, governance, financial matters and other businesses. The intervening gapbetween the meetings was within the period prescribed under the Companies Act, 2013, SecretarialStandards - 1 (SS-1) issued by the Institute of Company Secretaries of India and Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For more details, pleaserefer to the report on corporate governance, which forms part of this Annual Report in the form ofAnnexure-II.
17. COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make informed decisions in linewith the delegated authority. The following Committees constituted by the Board function accordingto their respective roles and defined scope in terms of the provisions of the Companies Act, 2013 &SEBI (LODR) Regulations 2015 read with rules framed thereunder:
• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• Stakeholders' Relationship Committee
• Complaints Committee for Sexual Harassment Complaints Redressal
Details of composition, terms of reference and number of meetings held for respective committeesgiven in the Report on Corporate Governance, which forms a part of this Annual Report as AnnexureII. During the year under review, the Board has accepted all recommendations made by the variousCommittees.
18. MEETING OF INDEPENDENT DIRECTORS:
In terms of requirements of Schedule IV of the Companies Act, 2013, The Independent Directors ofyour Company meet before the Board Meetings without the presence of the Executive Chairman orthe Managing Director or other Non-Independent Director or Chief Financial Officer or any otherManagement Personnel. The Independent Directors of the Company met separately on to inter aliareview the performance of Non-Independent Directors (including the Chairman), the entire Boardand the quality, quantity and timeliness of the flow of information between the Management andthe Board. All the Independent directors were attended the meeting.
19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:
All the Independent Directors of the Company are made aware of their roles and responsibilities atthe time of their appointment through a formal letter of appointment, which also stipulates variousterms and conditions of their engagement. Executive Directors and Senior Management provide anoverview of the operations and familiarize the new Non-Executive Directors on matters related tothe Company's values and commitments. The Directors are provided with all the documents toenable them to have a better understanding of the Company, its various operations and the industryin which it operates. The Director is also explained in detail the Compliance required from him/herunder the Companies Act, 2013, the Listing Regulations and other relevant regulations andaffirmation taken with respect to the same.
Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarizationprogrammes for its Directors including review of Industry Outlook at the Board Meetings, Regulatoryupdates at Board and Audit Committee Meetings covering changes with respect to the CompaniesAct, 2013, Listing Regulations, Taxation and other matters, Presentations on Internal Control overFinancial Reporting, Operational Control over Financial Reporting, Prevention of Insider TradingRegulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s)of your Company, etc. Pursuant to Regulation 46 of the Listing Regulations. The details required areavailable on the website of your Company at www.bombaysuperseeds.com
20. ANNUAL EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, its Committeesand individual Directors pursuant to the requirements of the Act. Pursuant to the provisions of theCompanies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 and the guidance Note on Board Evaluation issued by the SEBI on5th January 2017, the Board has carried out an annual performance evaluation of its ownperformance, the directors individually as well as the evaluation of the working of its committees.
The performance of the board was evaluated by the board after seeking inputs from all the directorson the basis of criteria such as the board composition and structure, effectiveness of boardprocesses, information and functioning etc., The performance of the committees was evaluated bythe board after seeking inputs from the committee members on the basis of criteria such as thecomposition of committees, effectiveness of committee meetings etc.,
In a separate meeting of independent directors, performance of non-independent directors, thechairman of the company and the board as whole was evaluated, taking into account the views ofexecutive directors and non-executive directors. The Board and the nomination and remunerationcommittee reviewed the performance of individual directors on the basis of criteria such as thecontribution of the individual director to the board and committee meetings like preparedness onthe issues to be discussed, meaningful and constructive contribution and valuable inputs in meetingsetc.,
In the board meeting that followed the meeting of the independent directors and meeting ofnomination and remuneration committee, the performance of the board, its committees, andindividual directors was also discussed. The performance evaluation of the Independent Directorswas completed. The performance evaluation of the Chairman and the Non-Independent Directorswas carried out by the Independent Directors. The Board of Directors expressed their satisfactionwith the evaluation process.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report has been attached to this report as an Annexure -III.
22. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
The Company has adopted a Remuneration Policy for the Directors, KMP and other employees,pursuant to the provisions of the Act and the SEBI Listing Regulations. In terms of the provisions ofSection 197(12) of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and otherparticulars of the employees drawing remuneration in excess of the limits set out in the said rules.Pursuant to above mentioned regulations kindly refer Annexure IV.
23. RELATED PARTY TRANSACTIONS:
During the year your company has entered into certain related party transaction, which were inordinary course of Business and on arms' length basis, Details of the transactions pursuant tocompliance of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014:
Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section188 in the form AOC-2 as Annexure V.
Suitable disclosures as required are provided in AS- 18 which is forming the part of the notes tofinancial statement.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO:
• CONSERVATION OF ENERGY:
In accordance with the requirements of section 134(3)(3) of the Companies Act, 2013 read with rule
8(3) the Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors, theparticulars with respect to Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo are presented here under:
I. the steps taken or impact on conservation of energy:
Company has constructed Cold Storage facility having facility of 10,000 Metric Ton, The plant isconstructed with Combination of our ancient temperature control in addition to modern structures,which results in less electricity consumption and seeds can be stored for long period and viability ofthe seeds can be extended.
II. the capital investment on energy conservation equipment:
Company has implanted solar panel for conservation of Energy. This has resulted in savings in costby use of alternate source of energy. This investment in Solar Plant has helped the Company togenerate electricity as an alternate source of energy and reduce electricity cost incurred in factory toa great extent.
• TECHNOLOGY ABSORPTION:
(i) The benefits derived like product improvement, cost reduction, product development or importsubstitution :
High quality standards helps in maintaining a better image in the market and has helped in improvingthe marketability of the products. There is a comprehensive quality control to ensure that theCompany's products meet international standards.
(ii) the expenditure incurred on Research and Development:
Your company is having strong Research & Development activities and has experienced R & D Team.During the year your company has spent required amount as mentioned in the finaicials of theCompany for Research & Development Activities.
Further, as your company has treasured prestigious recognition to R & D Units of the company bywhich company can avail custom / central excise duty exemption on the purchase/import ofequipment, consumables, instruments and spares there of used for Research & developmentactivities during the period of recognition by The Department of Scientific and Industrial Research(DSIR) of Ministry of Science & Technology, New Delhi.
• FOREIGN EXCHANGE EARNING AND OUTGO :
There is a no Foreign Exchange Earnings during the year. However, the company has spent forpurchase of Seeds.
Sr. No.
Particulars
(K.) in Lakhs
(A)
Foreign Exchange Earnings1
3.46
(B)
Import of Seeds (Outgo)
272.59
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The loan given or guarantee provided, or investment made by the Company during the financial year2024-25 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet andAudit Report.
26. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiativesunder taken by the Company on CSR activities during the year under review are set out in AnnexureVI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy)Rules, 2014. For other details regarding the CSR Committee, please refer to the CorporateGovernance Report, which is a part of this report.
27. HUMAN RESOURCES:
Our professionals are our most important assets. We are committed to hiring and retaining the besttalent and being among the industry's leading employers. For this, we focus on promoting acollaborative, transparent and participative organization culture, and rewarding merit and sustainedhigh performance. Our human resource management focuses on allowing our employees to developtheir skills, grow in their career and navigate their next.
Our Human Resource (HR) team ensures that the employee benefits form an integral part of ourwork culture. Our company team consist of veteran R & D Expert who is having more than 26 yearsof experience in field of Agriculture along with this all other team members are well experienced andhas developed skill in the agriculture field.
None of employee has received remuneration exceeding the limit as stated in rule (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
28. FARMER ENGAGEMENT:
The Company believes in empowering the farmers and providing them with necessary knowledge.During the year, through its Farmer Engagement Programme in both Crop Care as well as the Seedsdivision and also provided some useful knowledge about sowing seeds in time, techniques forgrowing seeds, adding nitrogen & gyp-sum, using proper irrigation techniques, etc which helpsfarmers to increase the productivity.
29. DIVIDEND DISTRIBUTION POLICY:
Pursuant to regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Board has approved and adopted the Dividend Distribution Policy. The same is available atthe Website of the Company and also annexed to this report as an Annexure VII.
30. CODE FOR PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct to regulate, monitor and report trading by designatedpersons and their immediate relatives as per the requirements under the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includescode for practices and procedures for fair disclosure of unpublished price sensitive information,which has been available on the Company's website www.bombaysuperseeds.com
31. CHANGE IN NATURE OF BUSINESS:
During the year under consideration, there being no change in nature of the Company.
32. CHANGE IN DIRECTORS AND KEY MANAGEMENT PERSONNEL:
During the year under review, there was no change in the Key Managerial Personal of the Companyexcept the change of Company Secretary and compliance officer of the Company.
33. MATERIAL CHANGES BETWEEN DATE OF THE BOARD REPORT AND END OF THE FINANCIAL YEAR:
There have been no other material changes and commitments, which affect the financial position ofthe Company that have occurred between the end of the financial year to which the financialstatements relate and the date of this report.
34. BUSINESS RISK MANAGEMENT:
In today's economic environment, risk management is a very important part of business. The mainaim of risk management is to identify, monitor and take precautionary measures in respect of theevents that may pose risks for the business. Your company's risk management is embedded in thebusiness processes. Your company has identified certain risks like price risk, uncertain globaleconomic environment, interest rate, human resource, competition, compliance and industrialhealth and safety risk and has also planned to manage such risk by adopting best managementpractices.
35. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a strong stepon prevention, prohibition, and redressal of sexual harassment at workplace in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and the rules and no complaint has been received on sexual harassment during thefinancial year 2024-25.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
During the year under review there has been no such significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company's operation infuture.
37. FIXED DEPOSITS:
The company has not invited /accepted any fixed deposits under the provisions of section 73 of theCompanies Act, 2013 and rules made there under.
38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, there were no instances incurred pursuant to which Company wouldrequire to transfer any amount to Investor Education and Protection Fund. Hence no reporting underthis is required.
39. SECRETARIAL STANDARDS:
The Company complies with all applicable secretarial standards issued by the Institute of CompanySecretaries of India.
40. LISTING ON STOCK EXCHANGES:
The Company's shares are listed on the Main Board of the National Stock Exchange of India Limitedwith Script Code "BSHSL".
41. CREDIT RATING:
For Financial year 7074-75. Credit rating is CARE BBB- Stable to the company.
Facilities/Instruments
Amount Rs. Cr.
Ratings
Rating Action
Long Term BankFacilities
20.00
CARE BBB; Stable
Assigned
Long Term / Short TermBank Facilities
105.00
CARE BBB; Stable /CARE A3
42. ANNUAL RETURN:
Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12 of theCompanies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2024-25 isuploaded on the website of the Company at www.bombaysuperseeds.com.
43. CORPORATE GOVERNANCE:
At Bombay Super, we ensure that we evolve and follow the corporate governance guidelines andbest practices diligently, not just to boost long-term shareholder value, but also to respect rights ofthe minority. We consider it our inherent responsibility to disclose timely and accurate informationregarding the operations and performance, leadership, and governance of the Company.
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance alongwith the certificate from Vast & Co. Company Secretaries certifying compliance with conditions ofCorporate Governance is part to this Report. The Report on the Corporate Governance is annexedherewith as Annexure -II.
44. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
Pursuant to Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, The Business Responsibility and SustainabilityReport ("BRSR") for the year ended March 31, 2025 is applicable to the company, even not beingincluded in the Top 1000 Companies as per Market Capitalisation as on March 31, 2025. The saidreport is attached to this report as an Annexure VIII.
45. INSURANCE:
All the insurable interest of the company, including Inventories, Buildings, Machinery etc., isadequately insured. (D&O policy)
46. GENERAL DISCLOSURE:
The Directors state that no disclosure or reporting is required in respect of the following items, asthere were no transactions/events related to these items during the financial year under review:
1. There was no revision made in Financial Statements or the Board's Report of the Company;
2. The Company has not come up with any Right issue, Issue of Employee Stock Options, Issue of SweatEquity Shares, Issue of Debentures, issue of Bonds etc.
3. Issue of equity shares with differential rights as to dividend, voting or otherwise;
4. Issue of sweat equity shares to employees of the Company under any scheme;
5. Made any change in voting rights;
6. Raising of funds through Preferential Allotment, Rights Issue or Qualified Institutional Placement;
7. Suspension of trading of equity shares of the Company;
8. No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 was made against theCompany during the financial year under review nor are there any pending proceedings for thesame.
47. APPRECIATION AND ACKNOWLEDGEMENTS:
The Board of Directors wishes to express its gratitude and record its sincere appreciation for thecommitment and dedicated efforts put in by executives, officers, and staff for their contribution andfor making the Company what it is. The Directors likes to take this opportunity to thanksShareholders, customers, vendors, dealers, suppliers, Bankers, government authorities for thesupport, encouragement, and their confidence in the management during the year.
Mr. Arvindkumar J Kakadia Mr. Kiritkumar J Kakadia
Managing Director Whole Time Director
DIN:06893183 DIN:06893686
1
Difference in foreign exchange Gain (Loss) shown as per references given in the notes no. 21, 43and 44 to the notes to accounts of financial statements for FY 2024-25.