Your Directors take pleasure in presenting the 35th Annual Report on the business and operations of your Company along withAudited Standalone and Consolidated Financial Statements and Auditors' Report thereon for the financial year ended on 31stMarch, 2025.
The summarized financial results and state of the Company's affairs for the year ended on 31st March, 2025 are as under:
PARTICULARS
STANDALONE
CONSOLIDATED
FinancialYear ended31.03.2025
FinancialYear ended31.03.2024
Total Turnover & Other Receipts
40382.76
57424.41
40121.32
57426.41
Operating expenses
39423.04
56537.84
56539.28
Profit before Interest, Depreciation, Tax and Amortization(EBIDTA)
959.72
886.57
698.28
887.13
Finance Cost
123.23
94.90
Depreciation and amortization expenses
320.75
305.08
Profit/(Loss) Before Taxation
515.74
486.59
254.30
487.15
Add: Share of Profit/(Loss) of Associates & Joint Ventures(after tax)
-
3056.76
3773.41
Taxation (including deferred Tax)
51.29
174.03
174.30
Profit/(Loss) after Taxation (PAT)
464.45
312.56
3259.78
4086.26
Other Comprehensive Income
(78.99)
83.13
Total Comprehensive Income for the period (ComprisingProfit/Loss) and Other Comprehensive Period for the period
385.46
395.69
3180.79
4169.39
On a Consolidated basis the Revenue for the current financial year stood at Rs. 40,121.32 Lakhs as compared to Rs. 57,426.41Lakhs in the previous year and Profit after Tax stood at Rs. 3,259.78 Lakhs during the current financial year as compared to Rs.4,086.26 Lakhs in the previous year.
On a Standalone basis the Revenue for the current financial year stood at Rs. 40,382.76 Lakhs as compared to Rs 57,424.41Lakhs in the previous year and Profit after Tax stood at Rs. 464.45 Lakhs during the current financial year as compared to Rs.312.56 Lakhs in the previous year.
As on 31st March, 2025, the Paid-up Equity Share Capital of the Company stood at ?900.00 Lakhs, comprising 90,00,000Equity Shares of ?10/- each.
During the year under review, the Company has not issued any:
• shares with differential voting rights,
• stock options, or
• sweat equity shares.
Further, as on 31st March, 2025, the Company has not issued any convertible instruments.
As of the same date, 97.38% of the equity shares of the Company were held in dematerialized form. The dematerializationfacility is available to all shareholders through both National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL).
There are no material changes and commitments affecting the financial position of the Company occurred between the end ofthe financial year to which the financial statements relate and the date of this Report.
There is no change in the nature of the business of the Company.
In order to conserve the resources for the better working of the Company, the board of directors has not recommended anydividend for the year ended 31st March, 2025.
The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.
As on 31st March, 2025, the Company does not have any subsidiary. The following changes took place during the year underreview:
1. Popular Mercantile Private Limited - a wholly-owned subsidiary of the Company - ceased to be a subsidiarypursuant to the approval of the Scheme of Arrangement by the Hon’ble National Company Law Tribunal(NCLT), Cuttack Bench, vide order dated 25th April, 2025. The Scheme of Arrangement between M/s PopularMercantile Private Limited ("Transferor Company") and M/s Shri Bajrang Alliance Limited ("Transferee Company"or "the Company") became effective from the Appointed Date, i.e., 1st April, 2024, in accordance with Sections 230to 232 of the Companies Act, 2013 read with applicable rules.
2. Shri Bajrang Agro Processing Limited has been struck off from the Register of Companies and dissolved witheffect from 7th September, 2024, as per the Notice No. STK-7/000745/2024 issued by the Ministry of CorporateAffairs, Government of India, under the provisions of Section 248(5) of the Companies Act, 2013 and Rule 9 of theCompanies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
Accordingly, your Company does not have any subsidiary as on 31st March, 2025.
However, the Company continues to have two associate entities:
• Shri Bajrang Chemical Distillery LLP
There is no joint venture company within the meaning of the Companies Act, 2013.
In compliance with the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features ofthe financial statements of the associate entities in Form AOC-1 is annexed herewith as Annexure-1.
The Company has also formulated a Policy for Determining ‘Material’ Subsidiaries, which is available on the website andcan be accessed through the following link: https://www.sbal.co.in/uploads/investor/9/9 3515.pdf
Details of loans, guarantees, and investments covered under the provisions of Section 186 of the Companies Act, 2013 form partof the notes to the Financial Statements.
Particulars of contracts or arrangements with related parties referred to in Section 188(2) of the Companies Act, 2013, in theprescribed FORM AOC-2, is appended as Annexure- 2 to the Board's Report. During the year 2024-25, pursuant to section 177of the Companies Act, 2013 and regulation 23 of SEBI Listing Regulations, 2015, all Related Party Transactions were placedbefore the Audit Committee for its approval. A statement showing the disclosure of transactions with related parties as requiredis set out separately in this Annual Report.
The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s websitehttps://www.sbal.co.in/uploads/investor/9/9 3955.pdf
We have not accepted any deposits and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.
The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategicsupervision, overseeing the management performance, and long-term success of the Company while ensuring sustainableshareholder value. Driven by its guiding principles of Corporate Governance, the Board’s actions endeavor to work in the bestinterest of the Company. The Directors hold a fiduciary position, exercises independent judgement, and plays a vital role in theoversight of the Company’s affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives andincludes individuals with financial experience and a diverse background. In line with the recommendation of SEBI and ourrelentless endeavor to adhere to the global best practices, the Company is chaired by Mr. Narendra Goel, Executive Directoreffective from 11th February, 2020.
(i) During the Financial Year 2024-25, following changes has been occurred in the Board;
• Mr. John Cherian (DIN: 10530786) was appointed as Non-Executive Non-Independent Director on the Extra OrdinaryGeneral Meeting (“EGM”) held on 1st June, 2024.
• Mr. Yash Shah (M. No.: ACS 70502) has tender his resignation from the office of Company Secretary of the Companywith effect from 20th April, 2024.
• Mr. Ravinder Singh Rajput was appointed as the Additional Non-Executive Independent Director on 3rd May, 2024.In the EGM dated 1st June, 2024, his position was regularized as Non- Executive Independent Director of theCompany w.e.f. 3rd May, 2024.
• Ms. Anshu Dubey (M. No. ACS 62867) appointed as Whole-time Company Secretary of the Company w.e.f. 13thMay, 2024.
(ii) The Directors and Key Managerial Personnel of the Company as on 31st March, 2025 and as on the date of this Reportstands as:
S.NO.
DIRECTORS/KMP
POSITION HELD AS ON 31st MARCH, 2025
1.
Mr. Narendra Goel
Chairman and Director
2.
Mr. Anand Goel
Managing Director
3.
Mr. Archit Goel
Whole-Time Director And CFO
4.
Ms. Anshu Dubey
Company Secretary
5.
Mr. Rakesh Kumar Mehra
Independent Director
6.
Mr. Anshul Dave
7.
Ms. Niyati Dipak Thaker
8.
Mr. John Cherian
Non-Executive Non-Independent Director
9.
Mr. Ravindra Singh Rajput
(iii) Changes in Board composition of the Company occurred between the end of the financial year dated 31st March, 2025 andthe date of this Report;
• Ms. Niyati Dipak Thaker (DIN: 09269628) has resigned from the office of the Independent Director of the Companywith effect from 1st May, 2025.
(iv) Mr. Anand Goel and Mr. Narendra Goel are biological siblings and sons of Late Mr. Hariram Goel. Mr. Narendra Goel isthe father of Mr. Archit Goel establishing a familial connection between them. All other Directors are unrelated to eachother.
(v) In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Narendra Goel (DIN: 00115883),Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himselffor reappointment.
The Company has received necessary declaration from all Independent Directors as per Section 149(7) of the Companies Act,2013, stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Codeof Conduct. Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an IndependentDirector’s name in the data bank of Indian Institute of Corporate Affairs (“IICA”) for a period of one year or five years orlifetime till they continue to hold the office of an independent director.
Your Directors make the following statements in terms of Section 134(3)(c) & 134(5) of the Companies Act,2013 based on therepresentations received from the operating management and Chief Financial Officer of the Company:
i. in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accountingstandards had been followed. There are no material departures in the adoption of prescribed accounting standards;
ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Profit and Loss of the Company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively;
vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
The Board met 16 (Sixteen) times during the financial year 2024-2025, the details of which are given in the CorporateGovernance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120days, as prescribed in the Companies Act, 2013.
The Board has 3 (Three) Committees - the Audit Committee, Nomination and Remuneration Committee, and the StakeholdersRelationship Committee. All committees consist of a majority of Independent Directors. The Composition and terms ofreference, details of meetings, and other matters have been mentioned in the Corporate Governance Report of this Annual Report.
The Company places emphasis on recruitment, training, and development of human resources, which assumes utmostsignificance in the achievement of corporate objectives. Your Company integrates industrial and organizational capabilities in aseamless manner through empowerment and by offering a challenging workplace, aimed towards the realization oforganizational goals. Your Company draws its strength from a highly engaged and motivated workforce whose collective passionand commitment have helped the organization reach new heights.
The Company is committed to providing a safe and healthy working environment and therefore recognizes safety and health asa key part of our operations.
All employees (Permanent, Contractual, and Temporary, Training) are covered under this policy. There were no cases thatrequired to be filed with the District Officer by the Internal Complaints Committee under this Act.
During the period under review, no employee employed throughout the period or part of the period was in receipt of remunerationin excess of the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 (2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended asAnnexure- 3 to the Boards' Report.
The Company's current policy is to have an appropriate mix of Executive and Independent Directors to maintain theindependence of the Board and separate its functions of governance and management.
For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity whopossess relevant expertise, experience, and leadership qualities required for the position. The Committee also ensures that theincumbent fulfills such criteria with regard to qualifications, positive attributes, independence, age, and other criteria as laiddown under the Act, Listing Regulations, or other applicable laws. The Board has, on the recommendation of the Nominationand Remuneration Committee framed a policy on the remuneration of Directors, Key Managerial Personnel, and otherEmployees as required under sub-section (3) of Section 178 of the Companies Act, 2013. The policy of the Company on director'sappointment and remuneration is uploaded onto the Company's website and available athttps://www.sbal.co.in/home/investors/codes-policies-others/5.
The Nomination and Remuneration Committee has defined the evaluation criteria for Performance Evaluation of the Board, itsCommittee, and Individual Directors.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects ofthe Board functioning, the composition of the Board and its committees, culture, execution and performance of specific duties,obligation, and governance.
The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman andNon-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfactionwith the evaluation process.
The Board has received a declaration from all the Independent Directors of the Company confirming that they meet thecriteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
The Nomination and Remuneration Committee has laid down various criteria for performance evaluation of IndependentDirectors which, inter-alia, includes preparedness and attendance at the meetings, understanding of the Company'soperations and business, and contribution at Board Meetings.
The details of the Program for familiarization of Independent Directors with the Company, their roles, rights,responsibilities in the Company, the nature of the industry in which the Company operates, the business model of theCompany, and related matters are put up on the website of the Company at the linkhttps://www.sbal.co.in/uploads/investor/9/9 7658.pdf
The Company has formulated a comprehensive Code of Conduct for the Prevention of Insider Trading for its designated persons,in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amendedfrom time to time. The Directors, officers, designated persons, and other connected persons of the Company are governed bythe Code.
The Code is also posted on the website of the company at https://www.sbal.co.in/uploads/investor/10/10 6423.pdf
We acknowledge our sincere duty towards the community and the environment, from which any organization including ShriBajrang Alliance takes a lot. Your Company had taken the responsibility to pay back to the society.
We focus on our social and environmental responsibilities to fulfil the needs and expectations of the communities around us.Our CSR Policy aims to provide a dedicated approach to community development in the areas of education, healthcare andenvironmental sustainability. We contribute to serve the development of people by shaping their future with meaningfulopportunities, thereby accelerating the sustainable development of society while preserving the environment, and making ourplanet a better place today and for future generations.
The Corporate Social Responsibility (CSR) Policy of the Company is aligned with its overall commitment to maintaining thehighest standards of business performance. We recognize that our business activities have direct and indirect impact on thesociety. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrateits commitment to sustainable development and to meet the interests of its stakeholders.
The CSR policy of the Company is available on the website of the Company at:https://www.sbal.co.in/uploads/investor/9/9 427.pdf
The annual report on the CSR activities is annexed as Annexure -4 to this report.
Your Company remains committed to transparency, accountability, and the highest standards of business ethics in all its dealings.The Board believes that sound corporate governance is essential for building a sustainable business and enhancing long-termstakeholder value.
In compliance with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a separate section on the Corporate Governance practices followed by the Company forms an integral part of this AnnualReport.
Further, the following certificates are annexed to the Corporate Governance Report:
• A certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance asrequired under Clause E of Schedule V of SEBI Listing Regulations,
• A certificate of non-disqualification of Directors issued by a Practicing Company Secretary, as required underRegulation 34(3) and Schedule V(C) of the SEBI Listing Regulations.
Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, adetailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis Report, which formspart of this Annual Report.
The Company has developed and implemented a risk management framework that includes the identification of elements ofrisk, if any, which in the opinion of the Board may threaten the existence of the Company. During the year there are no elementsof risk found which in the opinion of the Board may threaten the existence of the Company.
The information on the conservation of energy and technology absorption and foreign exchange earnings and outgo as requiredunder Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out inAnnexure- 5, forming part of this Report.
Pursuant to the provisions of Section 139 of the Act and rules framed thereafter, M/s. SSSD & Co., Chartered Accountants (Firmregistration number: 020203C) were appointed as Statutory Auditors of the Company for a term of five consecutive FinancialYears from the conclusion of the Annual General Meeting held on 27.09.2022 till the conclusion of Annual General Meeting ofthe Company to be held in the year 2027.
There are no qualifications, reservations, adverse remarks, or disclaimers in the statutory Auditor's Report on the financialstatements of the Company for the Financial Year 2024-25 and hence does not require any explanations or comments by theBoard.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Company has re-appointed CS Anand Kumar Sahu & Associates, Practicing CompanySecretary, (FCS 7670, CP 6023) to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year 2024-25 forms part of the Annual Report as Annexure- 6 to the Boards'report and there are no qualification remarks made by the Secretarial Auditors in their report, hence no explanation is requiredin this regard.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit)Amendment Rules 2014 M/s Sanat Joshi & Associates has been re-appointed as cost auditors for conducting Cost Audit for theFinancial Year under review.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 M/s. PSA Jain & Co., Chartered Accountants, were re¬appointed as Internal Auditors for the Financial Year under review.
During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section143(12) of the Companies Act, 2013.
There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status ofthe Company and its future operations.
Your Company believes in promoting a fair, transparent, ethical, and professional work environment. The Board of Directors ofthe Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, has framed “Whistle Blower Policy” for Directors and employees of the Companyfor reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Company's code ofconduct and ethics policy. The Whistle Blower Policy of the Company is available on the Company's websitehttps://www.sbal.co.in/uploads/investor/9/9 2382.pdf
The Company has in place adequate internal & financial controls with reference to financial statements. During the year, suchcontrols were tested and no reportable material weakness in the design or operations were observed.
Your Company provides an e-voting facility to all its members to enable them to cast their votes electronically on all resolutionsset forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013, and Rule 20 of the Companies (Managementand Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.
A certificate from Mr. Anand Goel, Managing Director (MD) and Mr. Archit Goel, Whole time Director (WTD) & ChiefFinancial Officer (CFO), pursuant to the provisions of the SEBI Listing Regulations, 2015, for the year under review was placedbefore the Board of Directors of the Company at its meeting held on May 30, 2025.
The Board accords their undying gratitude for the assistance, support, and guidance provided by Banks, Customers, Suppliers,Regulatory & Government Authorities, Business Associates, and all other Stakeholders. Your Directors also appreciate andvalue the contribution and commitment of every employee toward your Company's performance, growth, and sustainability.Your Directors look forward to your continuing and valuable support.
sd/-
NARENDRA GOEL(CHAIRMAN)DIN: 00115883
DATE: 30.05.2025PLACE: RAIPUR, (CG)