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Balgopal Commercial Ltd			Industry : Trading


BSE Code:	539834	NSE Symbol:	Not Listed	P/E(TTM):	103.19

ISIN Demat:	INE119R01014	Div & Yield %:	0	EPS(TTM):	2.18

Book Value(Rs):	27.4400237	Market Cap ( Cr.):	427.63	Face Value(Rs):	10

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For The Financial Year 2024-25 Dear Members,

The Directors have pleasure in presenting their 43^rd Annual Report on the business and operations of Balgopal Commercial Limited (“the Company”) together with the audited financial statements for the financial year ended March 31^st, 2025.

1. Financial Performance of the Company

	Standalone (Amount in ‘000)		Consolidated (Amount in ‘000)
Particulars	2024-25	2023-24	2024-25	2023-24
Total Revenue	87,010.93	2,88,371.38	87,096.90	2,88,371.38
Total Expenses	12,742.40	1,46,907.53	13,259.97	1,46,907.53
Profit Before Tax &	74,268.53	1,41,463.86	73,836.93	1,41,463.86
Provision
Less: Current Tax/	10,897.34	9,800.62	10,897.34	9,800.62
Deferred Tax
Profit After Tax available	63,371.19	1,31,663.24	62,939.60	1,31,663.24
for appropriation
Basic Earnings Per Share	3.73	7.97	3.70	7.97
Diluted Earnings Per Share	3.55	7.97	3.52	7.97

2. Dividend and Transfer to Reserve

With a view to conserve the resources, no dividend is recommended for the Financial Year under reference and no transfer is proposed to be made to Reserves.

3. Transfer of Unclaimed Dividend to Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Operations and State of Company's Affairs

Company is mainly engaged in trading activities and invest and acquire or otherwise deals in derivatives, shares, debentures, bonds, obligations a nd securities issued/guaranteed by Government, state, Dominion in India or elsewhere. During the year, the Company has expanded its business and ventured into construction and real estate activities.

No material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the company and the date of this report.

5. Internal Financial Control Systems and their Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The details in respect of Internal Financial Control Systems and their Adequacy are included in the Management Discussion and Analysis which form part of this report.

6. Details of Subsidiary / Joint Ventures / Associate Companies

As on 31^st March, 2025, the company has one subsidiary, i.e., Esquire Real Estate & Bio- Infocom Pvt Ltd. A report on the performance and financial position of each of the subsidiaries, JVs and Associates has been provided in Form AOC-1 as per Section 129(3) of the Companies Act, 2013.

The Board of Directors at its meeting held on 27th June, 2025 have approved to acquire 100% shareholding of the following Companies: Dreamax Buildtech Private Limited Dreamax Infrastructure Private Limited Dreamax Spaces Private Limited Dreamax Nirman Private Limited

Pursuant to the acquisition, the above mentioned companies became direct wholly owned subsidiaries of the Company.

7. Consolidated Financial Statements

In accordance with the Act and implementation requirements of Indian Accounting Standards (“IND-AS”) on accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report. Pursuant to Section 136 of the Act, the Financial Statements of the Subsidiaries are available on the website of the Company under the Investors Section and can be accessed by weblink- https://bcommercial.org/investors.html

8. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Companies Act, 2013.

9. Maintenance of cost records

The Company is not required to maintain cost records as per Section 148(1) of the Companies Act, 2013.

10. Promoter Group's Shareholding

In view of the completion of the Open Offer, the Board noted the reclassification of Promoters of the Company as follows:

The existing promoters reclassified as Non-Promoters are Banwari Lal Mahansaria HUF, Barun Mahansaria, Bimla Mahansaria, Banwari Lal Mahansaria, Raj Kumar Mahansaria and Upturn Developers LLP. Kiran Dalmia, Kamla Devi Jindal, Vibha Jindal, Sandeep Jindal, Vijay Laltaprasad Yadav, Allied Commodities Private Limited, Basudev Dealers LLP, Prompt Vanijya LLP and Intellect Stock Broking Limited were reclassified as promoters/promoter group in accordance with applicable laws and regulations. Necessary disclosures under SEBI (LODR) Regulations, 2015 have been made to the Stock Exchanges.

This change in the promoter group does not affect the continuity of management or the business operations of the Company.

The Board places on record its appreciation for the contributions made by the outgoing promoter(s) during their tenure and welcomes the incoming promoter(s) to the Company.

As on March 31, 2025, the entire shareholding of promoter(s) and promoter group is in dematerialized form.

11. Statutory Auditors

M/s. Arvind Baid & Associates, Chartered Accountants, (Firm Registration No. 137526W), were appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 42^nd Annual General Meeting till the conclusion of the 47^th Annual General Meeting, at such remuneration as may be decided by the board in consultation with the Auditors.

M/s. Arvind Baid & Associates, have audited the books of accounts of the Company for the financial year ended March 31, 2025 and have issued the Auditors' Report thereon.

12. Auditor's Report

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2025. Hence, they do not call for any further explanation or comment u/s 134 (3) (f) of the Companies Act, 2013.

13. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Mrs. Twinkle Agarwal, Practicing Company Secretary was appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2025. The Secretarial Audit Report is annexed to the Board Report. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

14. Internal Audit Report

M/s S. Dalmia & Co, Chartered Accountants, Internal Auditor has submitted a report for the financial year 2024-25 based on the internal audit conducted during the year under review.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

15. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported, any incident of fraud committed in your Company by any of its Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

16. Share Capital

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- divided into 2,40,00,000 Equity Shares of face value of Rs. 10/- each.

The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 19,01,00,000/- divided into 1,90,10,000 Equity Shares of face value of Rs. 10/- each.

A. Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

B. Buy Back of Securities

The company has not bought back any of its securities during the year under review.

C. Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has not issued any bonus shares during the current financial year.

D. Preferential Issue of Capital

Pursuant to the shareholders approval dated 07.01.2025, in-principle approval received from BSE dated 08.01.2025 and approval of the Board of Directors dated 20.01.2025, 45,00,000 convertible warrants and 25,00,000 equity shares have been issued by the Company to the persons belonging to promoter category on preferential basis @ Rs 60/- (including premium of Rs 50/-). Company has received Rs 15,00,00,000 from the allottee in lieu of issue of 25,00,000 equity shares and Rs 6,75,00,000 from the allottees in lieu of 45,00,000 convertible warrants being 25% of the issue price i.e, Rs 60 each. The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

Company is yet to receive balance 75% amount from the allottees for the aforesaid warrants to be converted into equity. As at 31st March 2025, the conversion of these warrants into equity shares is pending.

Money was raised with an object to acquire/ make investments in similar line of business activity, meeting long term funding requirements of the Company, working capital and general corporate purposes in order to support the future growth plan of the Company.

Amount of fund raised- Rs 21.75 crores Amount of fund utilized- Rs 21.75 crores

Company received Listing approval for the aforesaid equity shares from BSE on 20.02.2025 and trading approval on 05.03.2025.

The Company has not issued any of its securities with differential rights during the year under review. It has not bought back any of its securities and has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employee.

17. Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the Company's website at www.bcommercial.org

18. Board of Directors and Key Managerial Personnel :

Your Company's Board is duly constituted in compliance with the requirement of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

In view of the provisions of Companies Act, 2013, Mr. Vijay Laltaprasad Yadav, Managing Director; Mr. Arvind Kumar Patel, CFO; and Mr. Ankit Ladha, Company Secretary are identified and appointed as Key managerial personnel of the Company.

Changes in Directors and Key Managerial Personnel

Following changes took place during the year under review:

Mr. Navaneet Lal Damani was appointed as an additional non-executive director of the Company with effect from 13.11.2024. He was regularized as Director at the EOGM of the Company held on 07.01.2025.

Mr. Yash Saraogi resigned as director with effect from 13.11.2024

Mr. Shailesh Becharbhai Patel a nd Mrs. Shrena Kalpesh Shah were re-appointed a s Independent directors for a second term of 5 years, pursuant to special resolution passed at the 42^nd AGM of the Company.

Following changes took place after the closure of the year under review:

Ms. Ankita Darji resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 19^th July, 2025.

Mr. Ankit Ladha was appointed as the Company Secretary and Compliance Officer of the Company with effect from 14^th August, 2025.

19. Formal Annual Evaluation of the Directors

In compliance with the Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI(Listing Obligations and Disclosure Requirements), 2015, a meeting of the Independent Directors of the company was held on 10^th December, 2024 to review and evaluate the performance of the Non- Independent Directors and the Chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

20. Declaration of Independence by Independent Directors

Mr. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah, Independent Directors of the Company have given their Certificate of Independence to the Company stating that they meet the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and clause (b) of sub-regulation (1) of regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same.

21. Familiarization program for independent directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the Company has conducted Familiarization Programmes for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

22. Number of meetings of the Board of Directors

The Board meetings of your company are normally planned in advance in consultation with the Board Members.

9 Meetings of the Board of Directors were held during the financial year 2024-25. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, 2015. These were held on the following dates:

i) 09.05.2024 ii) 12.07.2024 iii) 09.08.2024 iv) 03.09.2024 v) 13.11.2024 vi) 10.12.2024 vii) 14.01.2025 viii) 20.01.2025 and ix) 13.02.2025

23. Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

24. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 in the terms of reference to the Audit Committee. Composition of the Audit committee is in a ccordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Navaneet Lal Damani	Member

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Navaneet Lal Damani	Member

Mr. Yash Saraogi ceased to be a member of the Committee w.e.f. 13^th November, 2024 and Mr. Navaneet Lal Damani was appointed as a member with effect from the same date.

Details of the Committee are given in the Corporate Governance Report.

26. Stakeholder's Relationship Committee

Composition of the Stakeholder's Relationship Committee is in a ccordance with the requirement of the provisions of the Companies Act, 2013. The Composition is as under:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Navaneet Lal Damani	Member

Mr. Yash Saraogi ceased to be a member of the Committee w.e.f. 13^th November, 2024 and Mr. Navaneet Lal Damani was appointed as a member with effect from the same date.

Details of the Committee are given in the Corporate Governance Report.

27. Nomination and Remuneration Policy

The Nomination and Remuneration Policy formulated by the Nomination and Remuneration committee of the Company is in conformity with the requirement of Section 178(3) of the Companies Act, 2013 and Listing Regulations. The objectives and key features of this Policy are:

Formulation of the criteria for determining qualifications, positive a ttributes a nd independence of the Directors, Key Managerial Personnel and Senior Management Personnel;

Devising a policy on Board diversity;

Identifying persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy;

Formulation of criteria for performance evaluation of the Board, its Committees and Directors including Independent Directors / Non-Executive Directors; and

Recommend to the Board all the remuneration in whatever form, payable to the Senior Management.

The guiding principles of the Policy are:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.bcommercial.org

28. Corporate Social Responsibility (CSR)

The Company is committed to conduct business in a n economically, socially a nd environmentally sustainable manner that is transparent and ethical. The Company has framed Corporate Social Responsibility (CSR) Policy. The policy is available on the website of the Company at https://bcommercial.org/BOMBINOO/policy/Balgopal%20-%20CSR%20Policy.pdf The CSR Report as per Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments thereto, is attached as Annexure to this Report.

29. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 20 13 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

30. Change in Registered Office Address

The registered office of the Company was shifted within the local limits of the city, town or village from Flat No. B-002, Dreamax Vega, Upadhyay Compound, Pump House, Jijamata

Road, Andheri (East), Mumbai-400093 to 901, 9th Floor, Crescent Royale, CTS No. 720 / 42-46, Oshiwara Village, Andheri (West), Near VIP Plaza, Off New Link Road, Mumbai 400053 with effect from 18th July, 2025

31. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

32. Corporate Insolvency

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

33. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees or investments made by your Company, if any, under Section 186 of the Companies Act, 2013 during the financial year 2024-25 is appended in the notes to the Financial Statements that form part of this Annual Report.

34. Particulars of Contracts or Arrangements with Related Parties:

All related party transactions were placed before the Audit Committee for its approval. An omnibus approval from Audit Committee was obtained for the related party transactions which are repetitive in nature. All related party transactions, entered into during the financial year under review, were on an arm's length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

35. Managerial Remuneration

Mr. Vijay Laltaprasad Yadav, Managing Director of the company was paid Rs. 6,00,000/- as remuneration during the year under review.

Particulars of Employees:

Provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are applicable and the details regarding the same is annexed as annexure to this report.

36. Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report have been annexed with the report.

37. Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance of conditions of corporate governance as stipulated by SEBI Listing Regulations, 2015 has been annexed with the report.

38. Sexual Harassment of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. We further state that during the financial year under review, there were no complaints received/cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the Company.

Policy on Prevention of Sexual Harassment at Workplace is available on the website of the Company at www.bcommercial.org

(a) number of complaints of sexual harassment received in the year - Nil (b) number of complaints disposed-off during the year - Nil (c) number of cases pending for more than ninety days - Nil

39. Compliance of the provisions relating to the Maternity Benefit Act 1961.

The Company has complied with the provisions of the Maternity Benefit Act, 1961. There were no instances of maternity leave availed during the financial year 2024 25.

40. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

The said policy has been communicated to the Directors and employees of the Company and is also posted on the website of the Company at www.bcommercial.org

41. Risk management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which in the opinion of the Board which may threaten the existence of the Company. Pursuant to section 134 (3) (n) of the Act it is stated that at present the company has not identified any element of risk which may threaten the existence of the Company.

42. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

43. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

the directors have prepared the annual accounts on a going concern basis;

the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. Acknowledgements

The Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.