Your directors are pleased to present herewith the 12th ANNUAL REPORT together with the Audited Financial Statementsand Auditors' report thereon for the year ended 31st March, 2025.
The Financial Results of the Company for the year ended on 31st March, 2025 are as follows:
Particulars
Standalone
Consolidated
2024-25
2023-24
Total Income
21,63,928.735
18,74,925.922
21,63,929.817
18,78,963.752
Profit / (loss) Before Depreciation, Amortization and Taxation
1,88,685.367
87,580.340
2,10,194.089
88,303.495
Depreciation and Amortization
24,228.721
20,982.138
26,207.252
21,270.144
Profit / (Loss) before Taxation
1,64,456.646
66,598.202
1,83,986.837
67,033.351
Current Tax
37,486.273
13,105.745
40,168.272
Deferred Tax Liability
3,959.193
2,578.106
4,699.248
2578.106
Minority Interest Company-1
0.00
4,405
5.341
Minority Interest Company-2
7,886.828
207.882
Profit / (Loss) after Taxation
1,23,011.180
50,914.351
1,31,228.084
51,136.277
During the year under review, your company has recordedtotal income of C 216,39,28,735 as compared to previousyear's revenue from operations of C 187,49,25,922. NetProfit after taxation was C 12,30,11,180 as compared to NetProfit after taxation of C 5,09,14,351 of previous year.
During the year under review, your company has recordedconsolidated revenue from operations of C 216,39,29,817as compared to previous year's consolidated revenue fromoperations of C 187,89,63,752. Consolidated Net Profit aftertaxation was C 13,12,28,084 as compared to ConsolidatedNet Profit after taxation of C 5,11,36,277 of previous year.
Your Directors are hopeful to keep the momentum ofincreased revenue and profitability.
To conserve the resources, your directors do notrecommend any payment of dividend for the year underreview. Further, the Company has not transferred anyamount to reserves during the year.
There have been no material changes or commitmentsaffecting the financial position of the Company whichhave occurred between the end of the financial year underreview and the date of this Report.
As approved by shareholders at the Extra Ordinary GeneralMeeting held on 15th May, 2024, the Company has beenconverted into Public Limited Company from PrivateLimited Company and necessary fresh certificate to thateffect has been issued by Registrar of Companies, CentralProcessing Centre on 30th July, 2024.
Board would like to appraise that the Company has issuedand allotted 34,24,800 equity shares of ?10/- each at anissue price of ? 175/- per share (including a premium of? 165/- per share) through Initial Public Offering (IPO). YourDirectors are pleased to inform you that the Company'ssecurities have been listed on the SME Platform of BSELimited (BSE) with effect from 03rd March, 2025.
Post the IPO, the issued, subscribed and paid-up equityshare capital of the Company stood at C 12,92,11,330/-comprising 1,29,21,133 equity shares of ?10/- each as on31st March, 2025.
Board is thankful to the public shareholder for theoverwhelming support by subscribing to the IPO ofthe Company.
• On 30th June, 2025, the Company acquired theremaining 49% equity stake (4,900 equity shares) inits Subsidiary Company- Asawara Industries Limited,thereby increasing its shareholding from 51% to 100%.
followed and that no material departures have beenmade for the same.
(b) The Directors have selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of thecompany at the end of the financial year and of theProfit of the Company for that year.
(c) The Directors have taken proper and sufficientcare for the maintenance of adequate accounting
NUMBER OF BOARD MEETINGS OF THE BOARD:
During the year under review, the Board of Directors duly met 15 times and the details of attendance of Directors areas follows:
Date of the Board Meeting
Mr. NavneetSomani
Mr. SunilSomani
Mr. RajanSomani
Mr. SabberMohammad
Mr. SurajSharma
Mr. MukeshKumar Rathi
Ms. Ritika Bajaj
09.05.2024
/
N.A.
26.06.2024
24.07.2024
03.08.2024
22.08.2024
/.
26.08.2024
26.09.2024
27.09.2024
07.10.2024
17.10.2024
21.10.2024
16.11.2024
27.11.2024
27.02.2025
21.03.2025
Total Number ofMeetinas Attended
15/15
11/11
9/9
7/7
Pursuant to this acquisition, Asawara IndustriesLimited has become a Wholly Owned Subsidiary ofthe Company.
• During the year under review, Asawara IndustriesLimited and Beezaasan Defence Industries Limitedcontinues to be a subsidiary of the Company.
• The Company does not have any Joint Venture orAssociate Company.
• The details of subsidiaries in prescribed form of AOC-1 are given as Annexure-I.
During the year under review, the following changes took
place in the Board:
1. Mr. Sabber Mohammad (DIN: 10442935) has beenappointed as an Additional Director and furtherappointed as Whole time Director of the Company forthe term of 3 years w.e.f. 9th May, 2024. Shareholdersat the Extra Ordinary General Meeting held on 15thMay, 2024 has approved his appointment. He resignedas the Whole time Director of the Company w.e.f. 22ndAugust, 2024 and was appointed as the Non-ExecutiveDirector on the same date. He, then resigned as Non¬Executive Director w.e.f. 11th November, 2024.
2. Mr. Navneet Somani (DIN: 01782793) has beenappointed as Chairman & Managing Director of theCompany for the term of 3 years from 9th May, 2024.Shareholders at the Extra Ordinary General Meetingheld on 15th May, 2024 has approved his appointment.
3. Mr. Kamleshkumar Panchal (PAN: ANVPP8092P) hasbeen appointed as Chief Financial Officer of theCompany w.e.f. 24th July, 2024.
4. Mr. Sunilkumar Somani (DIN: 01766897) has beenappointed as Whole-time director of the Companyw.e.f. 22nd August, 2024.
5. Mrs. Ankita Choudhary (PAN: AQPHC8331R) has beenappointed as the Company Secretary & ComplianceOfficer of the Company w.e.f. 22nd August, 2024.
6. Mr. Suraj Sharma (DIN: 10519814) has been appointedas an Independent Director of the Company w.e.f. 22ndAugust, 2024.
7. Mr. Mukesh Kumar Rathi (DIN: 10788856) has beenappointed as an Independent Director of the Companyw.e.f. 27th September, 2024.
8. Ms. Ritika Bajaj (DIN: 09652308) has been appointedas an Independent Director of the Company w.e.f.5th August, 2024 and resigned from the positionw.e.f 26th August, 2024. She was then appointed as
a Non-Executive Director of the Company w.e.f 18thOctober, 2024.
After the closure of the year, the following changes
took place:
1. Mrs. Ankita Choudhary (PAN: AQPHC8331R) hasresigned as the Company Secretary & ComplianceOfficer of the Company w.e.f. closure of businesshours of 12th May, 2025. The Board places appreciationfor the services rendered by her, during her tenurewith the Company.
2. Mrs. Aakansha Kamley (PAN: EAHPK6778L) has beenappointed as the Company Secretary & ComplianceOfficer of the Company w.e.f. 29th May, 2025.
As on 31.03.2025 the Board of Directors consistas follows:
Name
Category
Sunilkumar Somani
Promoter- Whole timeDirector
Navneetkumar Somani
Promoter- Managing Director
Rajan Somani
Promoter-Executive Director
Mukesh Kumar Rathi
Non-Promoter- IndependentDirector
Suraj Sharma
Ritika Bajaj
Non-Promoter-Non-Executive
Director
In accordance with the provisions of Section 152 of theCompanies Act, 2013 and the Rules framed hereunder,Mr. Navneetkumar Somani will retire by rotation at theensuing Annual General Meeting and he being eligiblehave offered himself for re-appointment. The Boardrecommends passing necessary resolution.
Pursuant to Regulation 34 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, theManagement Discussion and Analysis Report highlightinginter alia the business performance, risk management,internal control and affairs of the Company for thereporting year is attached as Annexure - II to this Report.
It is hereby stated that:
(a) In the preparation of the annual financial statement,the applicable accounting standards had been
The gap between two Board Meetings was well withinthe limit as prescribed in the Companies Act, 2013. Inrespect of the meetings, proper notice was given and theproceedings were recorded and signed. Minutes Book wasmaintained for the purpose.
Pursuant to the Act and SEBI Listing Regulations, theindependent directors must hold at least one meeting infinancial year without attendance of Non-Independentdirectors and members of the Management. Accordingly,Independent Directors of the Company met on Friday, 22March, 2025 and:
• reviewed the performance of Non-Independentdirectors of the company and the board as a whole;
• assessed the quality, quantity and timeliness of flowof information between the Company's Managementand the Board that is necessary for the Board toeffectively and reasonably perform their duties.
records in accordance with the provisions of thisAct for safeguarding the assets of the companyand for preventing and detecting fraud andother irregularities.
(d) The Directors have prepared the annual accounts ongoing concern basis.
(e) The Directors have devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
Since the company is listed on SME platform of BSE, thecompliance with the Corporate Governance provisionsas specified in Regulation 17 to 27 and Clauses (b) to (i)of Regulation 46(2) and para-C, D and E of Schedule V ofSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, shall not apply to the Company. Henceno Corporate Governance Report is disclosed in thisAnnual Report.
However, as a good corporate governance practice, theCompany has been complying some of the importantcompliance in connection with the aforesaid provisions /regulations voluntarily.
The policy and details of familiarization programmeimparted to the Independent Directors of the Companyare available on the website of the Company at the www.beezaasan.com.
The Independent directors have submitted a declarationof independence, stating that they meet the criteriaof independence provided under section 149(6) of theCompanies Act, 2013. The independent directors havealso confirmed compliance with the provisions of Rule 6 ofCompanies (Appointment and Qualifications of Directors)Rules, 2014, as amended, relating to inclusion of theirname in the databank of Independent Directors.
Various committees were constituted during the financialyear 2024-25 which are as under:
• Audit Committee:
Audit Committee which comprised of followingDirectors as its members:
Designation
Mukesh Kumar
Chairman
Non-Executive
Rathi
Independent Director
Member
Non-ExecutiveIndependent Director
Navneetkumar
Somani
Date of Meeting of Audit Committee- 22.10.2024 whichhas been attended by all the committee members.
The very purpose of the Audit Committee is to assistthe Board in fulfilling its oversight responsibilities ofmonitoring financial reporting processes, reviewingthe Company's established systems and processes forInternal financial controls, governance and reviewingthe Company's Statutory and Internal Audit activities.The Committee is in compliance with the provisionsof Regulation 18 of the SEBI (LODR) Regulations, 2015and Section 177 of the Companies Act, 2013.
The Company has established a vigil mechanismand oversee through the committee, the genuineconcerns expressed by the employees and otherDirectors. The Company has also provided adequatesafeguards against victimization of employees andDirectors who express their concerns. The Companyhas also provided direct access to the chairman of theAudit Committee on reporting issues concerning theinterests of co employees and the Company.
• Nomination & Remuneration Committee:
Nomination & Remuneration Committee whichcomprised of following Directors as its members:
Date of Meeting of Nomination & RemunerationCommittee - 22.10.2024 which has been attended byall the committee members.
Pursuant to the requirements of Section 134 and 178 ofthe Company Act, 2013, read with relevant rules framedthereunder, the Board has framed a Remuneration Policy.The policy on appointment of Board Members and policyon remuneration of the Directors, KMPs and SeniorManagerial Personnel is attached as per Annexure - IIIand can be accessed at the company's website at www.beezaasan.com.
This policy inter-alia, provides
a) The criteria for determining qualifications, positiveattributes and independence of directors; and
b) Policy on remuneration of directors, key managerialpersonnel and other employees.
The policy is directed towards a compensation philosophyand structure that will reward and retain talent; andprovides for a balance between fixed and incentive payreflecting short and long-term performance objectivesappropriate to the working of the Company and its goals.
Terms of Reference
The Terms of Reference of the Nomination andRemuneration Committee are as under:
1. To identify persons who are qualified to becomeDirectors and who may be appointed in seniormanagement in accordance with the criteria laiddown, recommend to the Board their appointmentand removal and shall carry out evaluation of everyDirector's performance.
2. To formulate the criteria for determiningqualifications, positive attributes and independenceof a Director and recommend to the Board a policy,relating to the remuneration for the Directors, KeyManagerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall,while formulating the policy ensure that:
a. the level and composition of remuneration isreasonable and sufficient to attract, retain andmotivate Directors of the quality required to runthe Company successfully;
b. relationship of remuneration to performanceis clear and meets appropriate performancebenchmarks; and
c. remuneration to Directors, Key ManagerialPersonnel and senior management involvesa balance between fixed and incentive payreflecting short and long-term performanceobjectives appropriate to the working of thecompany and its goals:
4. Regularly review the Human Resource function ofthe Company
5. Discharge such other function(s) or exercise suchpower(s) as may be delegated to the Committee by theBoard from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charterperiodically and recommend any proposed changesto the Board for approval from time to time.
8. Any other work and policy, related and incidental tothe objectives of the committee as per provisions ofthe Act and rules made there under.
• Stakeholders Relationship Committee:
Stakeholders Relationship Committee whichcomprised of following Directors as its members:
*Ritika Bajaj
Sunilkumar Somani Member
*Sabber
Mohammad
* Ms. Ritika Bajaj was appointed as a Chairman in StakeholdersRelationship Committee w.e.f 16.11.2024
* Mr. Sabber Mohammad tendered resignation w.e.f 16.11.2024
Date of Meeting of Stakeholders RelationshipCommittee - 22.10.2024 which has been attended byall the committee members.
Pursuant to section 178 of the Act, the Nomination andRemuneration Committee and the Board has decided thatthe evaluation shall be carried out by the Board only andthe Nomination Remuneration Committee will only reviewits implementation and compliance.
Further, as per Schedule IV of the Act and provisions ofSEBI Listing Regulations, the performance evaluation ofindependent directors shall be done by the entire Boardexcluding the directors being evaluated, on the basis ofperformance and fulfillment of criteria of independenceand their independence from Management. On the basisof the report of the performance evaluation, it shall be
determined whether to extend or continue the term ofappointment of independent director.
Accordingly, the Board has carried out an annualperformance evaluation of its own performance, that of itsCommittees, Chairman and individual directors.
The Company has not accepted any deposit within themeaning of Section 73 of the Companies Act, 2013 duringthe period under review.
The balances of monies accepted by the Company fromDirectors at the beginning of the year was C 4,71,09,515/-and at the close of year was C 2,04,20,052/-
Particulars of loans given, guarantees provided and of theinvestments made by the Company, if any during the yearunder review are as mentioned in the Notes forming part ofthe Financial Statements.
Pursuant to the provisions of Section 148(1) of theCompanies Act, 2013 read with the Companies (CostRecords and Audit) Rules, 2014, the Company hasmaintained the cost records as prescribed under the saidRules for the financial year 2024-25.
The Board of Directors, on the recommendation of theAudit Committee, had appointed M/s. Ashish Bhavsar& Associates, Cost Accountants (Firm Registration No.000387), as the Cost Auditors of the Company for thefinancial year 2025-26 to audit the cost records maintainedby the Company.
In accordance with the provisions of Section 148(3) of theCompanies Act, 2013 read with Rule 14 of the Companies(Audit and Auditors) Rules, 2014, a resolution seekingratification of the remuneration payable to the CostAuditors for the financial year 2025-26 is included in theNotice convening the ensuing Annual General Meeting.
A copy of the Annual Return of the company for thefinancial year ended on March 31, 2025 as provided undersection 92(3) of the Act, in the prescribed form, is hostedon the Company's website and can be accessed at https://www.beezaasan.com/.
PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE:
The Company is committed to provide a safe andconducive work environment to its employees during theyear under review.
An Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexualharassment. Your directors further state that during theyear under review, there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.
The Company is also in compliance of applicable provisionsof Maternity Benefit Act, 2017.
CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES:
Details of contracts or arrangements with related partiesreferred to in 188 (1) are as per Annexure - IV.
SECRETARIAL STANDARDS:
The Board of Directors of the company confirms to thebest of their knowledge and belief that the Company hascomplied with the applicable provisions of the SecretarialStandards issued by the Institute of Company Secretariesof India as amended from time to time and made applicableby the Ministry of Corporate Affairs during the financialyear under review.
STATUTORY AUDITORS AND THEIROBSERVATION:
M/s. PSV Jain & Associates, Chartered Accountants(Firm Registration No. 131505W), were appointed as theStatutory Auditors of the Company to hold office for a termof five consecutive years from the conclusion of the 11thAnnual General Meeting (AGM) held on 31st August, 2024,until the conclusion of the AGM to be held for the financialyear ending 31st March, 2029.
The Statutory Auditors' Report issued by M/s. PSV Jain &Associates for the financial year ended 31st March, 2025,does not contain any qualification, reservation, adverseremark or disclaimer.
APPOINTMENT OF INTERNAL AUDITOR:
Mrs Sonal Bikaneria (employee of the Company) appointedas an Internal Auditor of the Company at remuneration asmay be mutually agreed between the Internal Auditor andBoard of Directors for the Financial Year 2024-2025.
APPOINTMENT OF SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 M/s. Parikh Dave & Associates, A Peer Reviewed
Firm of Practicing Company Secretaries, Ahmedabad wereappointed as Secretarial Auditors of the Company forconduct Secretarial Audit for Financial Year 2024-2025at remuneration as may be mutually agreed between thePracticing Company Secretary and Board of Directors.
Secretarial Audit Report submitted by them in prescribedform MR-3 is attached as Annexure - V to this reportand the qualification mentioned in their report are self¬explanatory.
DETAILS IN RESPECT OF FRAUDSREPORTED BY AUDITORS UNDER SUB¬SECTION (12) OF SECTION 143 OTHERTHAN THOSE WHICH ARE REPORTABLE TOTHE CENTRAL GOVERNMENT:
There was no instance of fraud during the year underreview, which required the Statutory Auditors to reportto the Board under Section 143(12) of Act and Rulesframed thereunder.
INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has an Internal Financial Control System,commensurate with the size, scale and complexity ofits operations. The scope and authority of the InternalFinancial Control function is well defined.
WHISTLE BLOWER POLICY/VIGILMECHANISM:
The Company has established a Vigil Mechanism /Whistle Blower Policy to deal with instances of fraudand mismanagement, if any. The Policy has a systematicmechanism for directors and employees to report concernsabout unethical behavior, actual or suspected fraud orviolation of the Company's Code of Conduct or policy.
INTERNAL AUDIT:
The internal audit function provides an independent viewto the Board of Directors, the Audit Committee and theSenior Management on the quality and efficacy of theinternal controls, governance systems and processes.
An audit plan is rolled out after approval of the AuditCommittee. Pursuant to Risk Based Internal AuditFramework, internal audit is aligned in such a manner thatassurance is provided to the Audit Committee and Boardof Directors on quality and effectiveness of the internalcontrols, and governance related systems and processes.
PARTICULARS OF EMPLOYEES:
The disclosure required under Section 197 (12) of theCompanies Act, 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure- VI; and forms anintegral part of this Report.
The statement containing particulars of employees asrequired under section 197 of the Companies Act, 2013read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, willbe provided upon request. In terms of Section 136 ofthe Companies Act, 2013, the Report and accounts arebeing sent to the members and others entitled thereto,excluding the information on employees' particulars whichis available for inspection by members at the Registeredoffice of the Company during business hours on workingdays of the Company between 11:00 A.M. to 4:00 P.M. up tothe date of ensuing Annual General Meeting. If any memberis interested in obtaining a copy thereof, such membermay write to the Company Secretary in this regard.
RISK MANAGEMENT POLICY:
The Management regularly reviews the risk and tookappropriate steps to mitigate the risk. The companyhas in place the Risk Management policy. The Companyhas a robust Business Risk Management (BRM) framework to identify, evaluate, business risks, financial risk,Competition risk, Human resource risk. In the opinion ofthe Board, no risk has been identified that may threatenthe existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
In compliance with the requirements of Section 135 andSchedule VII of the Companies Act, 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules,2014, as amended, the Board of Directors have adopteda policy on CSR as recommended by the CSR committeeduly constituted and the said policy is available on theCompany's website www.beezaasan.com.
Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules, 2014, asamended, is given in Annexure VII, which forms part ofthis Report.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGEEARNING AND OUTGO:
The information on conservation of energy, technologyabsorption and foreign exchange earnings and outgo asstipulated hereunder: -
Conservation of Energy:
1. The steps taken or impact on conservation ofenergy:
The Company has taken measures and appliedstrict control system to monitor day to day powerconsumption, to endeavor to ensure the optimal useof energy with minimum extent possible wastageas far as possible. The day-to-day consumption ismonitored and various ways and means are adoptedto reduce the power consumption in an effort tosave energy.
2. The steps taken by the company for utilizing alternatesources of energy.
Company has not taken any step for utilizing alternatesources of energy.
3. The capital investment on energyconservation equipments.
Company has not made any capital investment onenergy conservation equipments.
Technology Absorption
Company has not imported any technology and hencethere is nothing to be reported here.
Foreign Exchange Earning and Outgo: NIL
HEALTH, SAFETY AND ENVIRONMENTPROTECTION:
Company's Health and Safety Policy commits to complywith applicable legal and other requirements connectedwith occupational Health, Safety and Environment mattersand provide a healthy and safe work environment to allemployees of the Company.
ACKNOWLEDGMENT:
Your directors are thankful to regulatory and Governmentauthorities, bankers, clients, and suppliers of the Companyfor their co-operation and also wish to place on record thecontribution made by the all the workers, members of thestaff and executives of the Company at all levels for theprogress of the Company.
FOR AND ON BEHALF OF THE BOARDBEEZAASAN EXPLOTECH LIMITED
Navneet Somani Rajan Somani
Place: Gandhinagar Chairman and Managing Director Director
Date: 02.09.2025 DIN: 01782793 DIN: 10440137