The Board of Directors are pleased to present the 41st Annual Report of the Company accompanied by the Audited FinancialStatements (Standalone and Consolidated) for the Financial Year (‘FY’) ended 31st March, 2025.
Particulars
Standalone
Consolidated
2023-24
2024-25 |
Gross Sales/Income from Operations
1,64,898.74
1,43,951.21
Less: GST
25,124.37
21,777.61
Total Operational Revenue (Net of GST)
1,39,774.37
1,22,173.60
Other Income
3,829.10
4,064.25
3,738.86
3,951.45
Total Income
1,43,603.47
1,26,237.85
1,43,513.23
1,26,125.05
EBIDTA
25,278.60
25,266.62
25,188.36
25,153.82
Less: Finance Cost
19.37
20.49
Depreciation and Amortisation
900.21
969.72
Profit before share of net profit/(loss) of investmentaccounted for using equity method
24,359.02
24,276.41
24,268.78
24,163.61
Share of profit/(loss) from Joint Venture accounted forusing equity method
-
109.83
76.64
Profit Before Tax (PBT)
24,378.61
24,240.25
Provision for tax (including Deferred Tax)
6377.09
6,303.11
6,377.09
Profit from Continuing Operations after Tax (PAT)
17,981.93
17,973.30
18,001.52
17,937.14
Other Comprehensive Income/ (Loss), Net of tax
(118.55)
(109.74)
Total Comprehensive Income for the FY
17,863.38
17,863.56
17,882.97
17,827.40
Net Worth
1,00,047.01
92,137.97
1,00,206.17
92,277.54
EPS (Equity Share of ' 1/- each)
7.23
7.22
7.21
During FY 2024-25, the Company achieved a production volume of 74,681 TPA against installed capacity of 75,000 TPA. Salesvolume for the year stood at 74,381 TPA as compared to 75,143 in FY 2023-24.
The key highlights of the Company’s performance based on the Standalone Balance Sheet as on 31st March, 2025 are reflectedas under:
? Net Worth: During the FY under review, the Net Worth of the Company stood at ' 1,00,047.01 lakhs as compared to' 92,137.97 lakhs for the previous FY
? Book Value of Shares: The Book value per Equity share stood at ' 40.20 as against ' 37.02 for FY 2023-24.
? Current Ratio: As on 31st March, 2025 the current ratio was 11.25 as compared to 7.13 as of 31st March, 2024.
? TOL/TON: The ratio of total liability to total net worth for FY 2024-25 was 0.10 as compared to 0.14 for FY 2023-24.
? Sales Credit Control: The debtor’s percentage to sales decreased from 18.82 in FY 2023-24 to 18.28 in FY 2024-25.
? Trade Receivable Ratio: During the FY under review, the Trade Receivable Ratio was 5.76 as compared to 5.22 in theprevious fiscal.
? Inventory Turnover Ratio: During the FY under review, the Inventory Turnover Ratio was 7.79 as compared to 5.43 in FY2023-24.
? Profit before Tax (%): The Profit before Tax for FY 2024-25 stood at 17.43 % as compared to 19.87 % for FY 2023-24.
? Net Profit Margin (%): The Net Profit Margin for FY 2024-25 stood at 12.86 % as compared to 14.71 % for FY 2023-24.
? Zero Debt: The Company continues to enjoy the status of a “Zero Debt Company”.
? Financing Pattern: There was no change in financing pattern and the Company would be able to sustain its businessoperations through internal accruals.
Further, there has been no change in the nature of business of the Company.
The Company’s state-of-the-art Research and Development Center (‘R&D Centre’) at Abu Road, Rajasthan has received recognitionfrom the Department of Science and Industrial Research (DSIR), Government of India.
Nippon A&L Inc. Company’s Joint Venture Partner are continuously extending their support and co-operation in terms of developmentof new recipe for application development.
During FY 2024-25, the R & D Centre successfully developed 17 new grades and improved properties of 12 grades, of which 1 newgrade and 1 improved grade have been commercialized. The R & D Centre has also successfully developed 112 new colour grades,of which 18 colour grades have been commercialized. The R&D Centre, as a continuous process, also focuses on improvements inthe properties of existing material and other colour developments. The Company has kept gaining the benefits of its in-house R&DCenter by way of new and improved products, leading to customer loyalty and satisfaction and better margins.
During the year under review, following new R&D facilities and measuring technology were implemented:
1) Established technology to measure Volatile Organic Compounds in products;
2) Installed new low temperature chamber by which impact data under low temperature can be measured, which is mainlyrequired to develop new grades in auto-market;
3) Installed new temperature and humidity controlled chamber by which material can be tested under higher humidity condition
With regard to proposed expansion of ABS capacity from 75000 TPA to 200000 TPA at existing locations at Abu Road (Rajasthan)and Satnoor (Madhya Pradesh), the detailed Front End Engineering Design (FEED) Package with CAPEX cost estimation wasprepared by Toyo Engineering India Private Limited (TOYO) and total cost estimation works out to approx. Rs.1700 crores.
Considering the firm policy of the Company to maintain its “Zero Debt Status” and fund the cost for expansion through own fundsand aspects of logistics and safety standards vis a vis proposed expanded capacities at both locations, the expansion proposalwas not considered worth implementation.
Alternatively, after study of detailed proposal and internal analysis of productions processes it was observed that there are bottlenecksin some areas limiting the overall ABS production capacity to 75000 TPA. The working on these aspects has given a clear possibilityof enhancement of production capacity up to 1,00,000 TPA by taking appropriate actions to eliminate the identified bottleneckscoupled with improvements in certain processes. A feasibility was worked out and the plan of expansion was put at place forimplementation capacity expansion from existing 75000 TPA to 1,00,000 TPA. The estimated cost for this expansion as approved is' 200 crores, to be met out of own funds and same will be completed by September, 2026.
There has been no change in the share capital of the Company during the year under review. As on 31st March, 2025, the paid-upshare capital of the Company stood at ' 24,88,58,460/- comprising of 24,88,58,460 Equity shares of ' 1/- each fully paid.
The Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares(including sweat equity shares) to its employees under any scheme.
For the FY ended 31st March, 2025, the Directors do not propose to transfer any amount to the General Reserve.
The Board of Directors had approved the Dividend Distribution Policy in accordance with Regulation 43A of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The policy consists of various parameters, inter-alia, Company’s dividend track record, usage of retained earnings, internal andexternal factors, financial conditions, etc. based on which the Board may recommend or declare Dividend.
The Policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at link: https://bhansaliabs.com/assets/policies_and_procedures/1593593067.Dividend_Distribution_Policv.pdf
Considering the Company’s performance for FY 2024-25 and to appropriately reward the shareholders, the Directors have declared3 (three) Interim Dividends of ' 1/- (300%) per Equity Share of face value of ' 1/- which were paid on 31st July 2024, 08th November2024 and 29th January 2025 respectively. The Directors have recommended a Final Dividend of ' 1/- (100 %) per Equity Share (offace value of ' 1/-) for the financial year ended 31st March, 2025 which is subject to approval by the shareholders of the Companyin the ensuing 41st Annual General Meeting.
Considering the above, the total dividend declared/recommended by the Company for FY 2024-25 amounts to ' 4/- (400 %) perequity share of face value of ' 1/- each fully paid-up. This dividend is consistent with the dividend declared/recommended in FY2023-24, reflecting the Company’s steadfast commitment to providing consistent and reliable returns to its valued shareholders.
The Company has not invited any deposits from the public during the FY under review and as such, no amount of principal or interestrelated thereto was outstanding as on 31st March, 2025.
The Company has, during the FY under review, not given any loans, guarantees or provided security and has not made anyinvestments in any body corporate in excess of limits specified under Section 186 of the Act.
Pursuant to the provisions of Section 124 and 125 of the Act, read with Investor Education and Protection Fund Authority (AccountingAudit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), as amended from time to time, the unpaid and unclaimed dividend pertainingto FY 2016-17, amounting to ' 9,50,061 (Rupees Nine lakh Fifty Thousand Sixty One only) lying in the Company’s unpaid / unclaimeddividend account which remained unclaimed for a period of seven years, was transferred to the Investor Education and ProtectionFund (‘IEPF’).
Further, pursuant to the provision of Section 124(6) of the Act, read with Rule 6 of IEPF Rules, 84,695 Equity shares belonging to 101Shareholders, on which dividend had not been claimed for seven consecutive years have been transferred to the DEMAT account ofthe IEPF authority as provided in Circular no. 11/06/2017-IEPF dated 16th October, 2017 (General Circular No. 12/2017).
During the FY under review, the Company did not have any Subsidiary Company. It has a Joint Venture (JV) Company, namelyBhansali Nippon A&L Private Limited, wherein it holds 50% of the paid-up equity share capital. The Registered Office of the JVCompany is at 301 & 302, 3rd Floor, Peninsula Heights, C. D. Barfiwala Road, Andheri (West), Mumbai - 400 058.
The Report on the performance and statement containing salient features of Financial Statements of the aforesaid Joint VentureCompany in terms of Section 129 of the Act is separately attached in Form No. AOC-1 with the Consolidated Financials, which formspart of this Annual Report.
In accordance with Section 136 of the Act, the Consolidated Financial Statements of the Company including Financial Statementspertaining to its aforesaid Joint Venture Company are available on the Company’s website (www.bhansaliabs.com).
The Company has framed a policy on Material Subsidiaries in terms of Regulation 16(1)(c) of Listing Regulations. The policy maybe accessed under the ‘Policies and Procedures’ section on the website of the Company at link: https://bhansaliabs.com/assets/policies_and_procedures/1593593282.Policy_on_Material_Subsidiaries.pdf
The Company has, in accordance with Section 129(3) of the Act, prepared Consolidated Financial Statements, consolidating itsfinancials with its JV Company, Bhansali Nippon A&L Private Limited. The Audited Consolidated Financial Statements have beenprepared in accordance with the requirements of Ind AS prescribed under Section 133 of the Act, read with relevant rules issuedthereunder, as applicable and other accounting principles generally accepted in India and forms part of this Annual Report.
Management’s Discussion and Analysis Report, as stipulated under the Listing Regulations, forms part of this Annual Report andis attached as Annexure 1.
The Company is committed to quality. It aims to develop, produce and deliver products which consistently conform to the customerrequirements, and to pursue the goal of error-free performance through product, process and quality management. The Companycontinues to monitor and maintain its effective and well-crafted Quality Control (QC) measures. QC is aligned to the businessobjectives and ensures that the Company is focused on maintaining Quality Centric approach towards its customers/ clients. Overthe years, the Company has established robust processes and strives to improve them continuously.
Ministry of Chemicals and Fertilizers (Dept of Chemicals & Petrochemicals) has promulgated Acrylonitrile-Butadiene Styrene (ABS)(Quality Control) Order, 2021. We are pleased to inform that the Company has obtained the accreditation under the BIS Certificationfor ABS Grades as per IS 17077 (Part 1): 2022 and applied all relevant standards and norms in compliance thereof.
The Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. It considersthat, ‘it does not exist only for doing good business, but equally for the betterment of society.’ It is always at the forefront whileextending helping hand to the public at large.
CSR provides an opportunity to the Company to effectively align its values and strategy for the benefits of the society, by contributingto the social, economic and environmental development of the society at large.
In compliance with the requirements of Section 135 of the Act read with the applicable rules made thereunder the Company hasa duly constituted CSR Committee which steers the CSR activities. The CSR Policy, formulated in accordance with the Act (asamended from time to time), guides the Company to serve the society.
The CSR policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at link https://bhansaliabs.com/assets/policies_and_procedures/1593593022.Corporate_Social_Responsibilitv_Policv.pdf
The Company inter alia undertakes projects/activities pertaining to (a) Education / Skill Development Programme, (b) Protection andPromotion of National Heritage, Art & Culture, and (c) Health & Safety etc.
The details of amount to be spent on CSR activities/amount to be set off in FY 2024-25 are mentioned in the Annual Report on CSRactivities forming part of this Report and attached as Annexure 2.
Pursuant to the provisions of Section 134(3) (a) of the Act, an extract of Annual Return for the FY ended 31st March, 2025 inaccordance with the provisions of Section 92(3) of the Act is available on the Company’s website and can be accessed through thelink: https://bhansaliabs.com/assets/financial_docs/yearly/1755852282.Draft_Annual_Return_2024-25.pdf
The Company believes in adopting the best corporate governance practices. The report on Corporate Governance as stipulatedunder Regulation 34(3) read with Schedule V of the Listing Regulations and the certificate from a Practicing Company Secretaryregarding compliance with Corporate Governance norms, forms part of this Annual Report and is attached as Annexure 3 andAnnexure 3A.
The declaration by Managing Director of the Company relating to compliance of Code of Conduct by all Board Members and SeniorManagement Personnel of the Company, in accordance with the provisions of Regulation 17(5) of Listing Regulations is attached asAnnexure 3B and forms part of this Annual Report.
The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteriafor independence and complied with the code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
During the FY 2024-25, 4 (Four) meetings of the Board of Directors were held. The details of the said meetings are mentioned in thereport on Corporate Governance forming part of this Annual Report.
The Company believes in conducting its business activities in a fair and transparent manner by adopting highest standards ofprofessionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Board of Directors have implementeda vigil mechanism through the adoption of Whistle Blower/Vigil Mechanism Policy. The details of the same are mentioned in theCorporate Governance Report forming part of this Annual Report.
Pursuant to Section 134(3) (n) of the Act read with Regulation 17(9) (b) of the Listing Regulations, the Company has in place arobust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes thatthese risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve businessobjectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company’svarious business and operational risks, through strategic actions. Risk management is embedded in our critical business activities,functions and processes. It also provides control measures for risk and future action plans. The policy may be accessed under the‘Policies and Procedures’ section on the website of the Company at the web link https://bhansaliabs.com/ assets/policies_and_procedures/1593593348.Risk_Management_Policy.PDF
In terms of Section 188 of the Act, read with rules framed thereunder and as per Regulation 23 of the Listing Regulations, theCompany has formulated the policy for Related Party Transactions. The policy may be accessed under the ‘Policies and Procedures’section on the website of the Company at the web link https://bhansaliabs.com/assets/policies_and_ procedures/1593593208.Policv_for_Related_Partv_Transactions.pdf
During the FY under review, there were no transactions entered into by the Company with any related party falling within the purviewof Section 188 of the Act.
All Related Party Transactions as required under Ind AS 24 - Related Party Disclosures are reported in Note 41 of Notes to Accountsof the Standalone financial statements of the Company.
In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Jayesh B.Bhansali (DIN: 01062853) Joint Managing Director cum CFO retires by rotation at the ensuing 41st AGM of the Company and beingeligible, has offered himself for re-appointment.
Following are the changes in composition of the Board of Directors and Key Managerial Personnel of the Company during FY 2024-25:
- Mr. Rohinton Bomanshaw Anklesaria (DIN: 10571057) was appointed as an Independent Director of the Companyw.e.f 1st April, 2024.
- Mr. Firdaus Nariman Pavri (DIN: 10549118) was appointed as Independent Director of the Company w.e.f 1st April, 2024.
- Mrs. Taruna Niraj Kumbhar (DIN: 08384526) was appointed as Independent Director of the Company w.e.f 1st April, 2024.
- Mr. B. M. Bhansali (DIN: 00102930) was re-designated & re-appointed as Chairman & Managing Director of the Company w.e.f1st April, 2024.
Members of the Company at its 40th AGM held on 29th June, 2024 approved the above mentioned appointments.
In accordance with the provisions of the Act and Listing Regulations, the Company has formulated the criteria for performanceevaluation of all the Directors including Independent Directors, the Chairman, the Board and its Committees, details of which arementioned in the Corporate Governance Report forming part of this Annual Report.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are:Mr. B. M. Bhansali, Chairman & Managing Director;
Mr. Jayesh B. Bhansali, Joint Managing Director cum CFO;
Mr. Dilip K. Shendre, Whole Time Director and
Mr. Ashwin M. Patel, Company Secretary & GM (Legal)
The details pertaining to the Committees of Board of Directors of the Company viz. Audit Committee, Nomination and RemunerationCommittee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committeehave been stated in the Corporate Governance Report forming part of this Annual Report
M/s. Azad Jain & Co., Chartered Accountants, Mumbai (FRN-006251C), were appointed as Statutory Auditors of the Company atthe 38th AGM held on 29th June, 2022 to hold office up to the conclusion of 43rd AGM on the remuneration to be determined by theBoard of Directors.
The Report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There is noqualification, reservation or adverse remark made by the Auditors in their report.
M/s Rathi & Associates, Practicing Company Secretaries, (FRN-P1988MH011900), were appointed as the Secretarial Auditors bythe Board to conduct the secretarial audit of the Company for FY 2024-25.
In accordance with Section 204(1) of the Act, the Secretarial Audit Report for the FY ended 31st March, 2025 is annexed asAnnexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board of Directors, on recommendation of the Audit Committee, had appointed M/s. Joshi Apte and Associates, CostAccountants, Pune (FRN-000240), as Cost Auditors of the Company, for the FY 2025-26, for conducting the audit of the costrecords maintained by the Company for the products, as mandated by the Central Government, at a remuneration as mentioned inthe Notice convening the 41st AGM of the Company.
The Company has received a certificate from M/s. Joshi Apte and Associates, Cost Accountants certifying that they are eligible tobe appointed as Cost Auditors under Section 141 of the Act and Rules framed thereunder.
A resolution seeking members’ ratification for the remuneration payable to the Cost Auditors for the FY 2025-26 forms part of theNotice of the 41st AGM of the Company.
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintaincost records and accordingly, such accounts and records are maintained.
Adequate Internal Financial Control systems, commensurate with the nature of the Company’s business, size and complexity of itsoperations, are in place and have been operating satisfactorily and effectively. During the FY under review, no material weaknessesin the design or operation of Internal Financial Control system was reported.
No significant material order(s) were passed by the regulators/courts which would impact the going concern status of the Companyand its future operation during the FY under review. No application was made and no proceedings was pending against theCompany under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framedthereunder, either to the Company or to the Central Government.
There have been no material changes, which have occurred between the end of FY till the date of this report, affecting the financialposition of the Company.
During the FY under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by theInstitute of Company Secretaries of India.
The Company believes in strategic alignment of Human Resources to its business priorities and corporate objectives. The Companyundertakes various staff welfare measures/activities to strengthen unity, breaking the monotony and bringing the peer groupstogether for collaborative decision-making.
Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules madethereunder, the Company has in place a Policy on Prevention of Sexual Harassment (PoSH) of women at workplace. Further, theCompany has also formed an Internal Complaints Committee to redress the complaints regarding sexual harassment.
The status of complaints received by the Company during the year under review is as under:
a)
Number of complaints received
Nil
b)
Number of complaints disposed off
c)
Number of complaints pending as on the end of financial year
d)
Number of complaints pending for more than ninety days
It is also confirmed that the Company is complying with the provisions relating to the Maternity Benefit Act, 1961.
The Company has adopted a well-defined Nomination and Remuneration Policy for Directors, Key Managerial Personnel and otheremployees. The policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at the web linkhttps://www.bhansaliabs.com/assets/policies_and_procedures/1593593096.Nomination_&_Remuneration_Policv.pdf
Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 of the Act and Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 5 whichforms part of this Report.
Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per theprovisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and otherstakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtainingsuch details may write to the Company Secretary of the Company.
The particulars as required pursuant to the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts)Rules, 2014, with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo etc. forms partof this Annual Report as Annexure-6.
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibilityand Sustainability Report for F.Y 2024-25 forms part of this Annual Report as Annexure 7. Further, the Company has evolved aBusiness Responsibility Policy, encompassing the broad scope of initiatives undertaken, to best sub serve the interest of all theStakeholders. The policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at the weblink https://bhansaliabs.com/assets/policies_and_procedures/1593593437.Business_Responsibility_Policvpdf
Pursuant to the requirement of Section 134 of the Act, the Directors of the Company confirm that:
i. in the preparation of the annual accounts for the FY ended 31st March, 2025, the applicable accounting standards have beenfollowed and there are no material departures from the same;
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and ofthe profit of the Company for the year ended on that date;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a ‘going concern’ basis;
v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls areadequate and are operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.
The Board takes this opportunity to thank the Company’s Members, Customers, Vendors and all other Stakeholders for theircontinued support throughout the FY The Directors also thank the Stock Exchanges, Banks, Ministry of Corporate Affairs, StateGovernments, Government of India, and all other Government agencies and Regulatory authorities for the support extended bythem and look forward to their continued support in future.
The Board would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of theCompany.
Chairman & Managing Director(DIN: 00102930)
Place : MumbaiDate : 13th August, 2025