Dear Members,
The Board of Directors are pleased to present the 78th Annual Report on
the business and operations of the Company along with the audited financial statements for
the financial year ended March 31, 2025.
SUMMARY OF FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended
March 31, 2025 is summarised below:
(H in crore)
|
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Total Income |
2,342.33 |
2,266.76 |
3,644.70 |
3,404.80 |
| Earnings before Interest, Depreciation,
Amortization & Tax |
118.83 |
174.53 |
88.04 |
154.28 |
| Less : Interest |
24.36 |
10.75 |
68.24 |
35.35 |
| Depreciation & Amortization |
68.12 |
67.96 |
144.08 |
120.01 |
| Profit/(Loss) Before Tax and Exceptional
items |
26.35 |
95.82 |
(124.28) |
(1.09) |
| Add/(Less): Exceptional items / Profit /
Income from JV |
81.89 |
37.21 |
80.82 |
36.63 |
| Profit/(Loss) before tax for the year |
108.24 |
133.03 |
(43.46) |
35.54 |
| Less: Taxes |
17.29 |
30.05 |
(10.56) |
0.76 |
| Profit/(Loss) after tax for the year |
90.95 |
102.98 |
(32.90) |
34.78 |
| Other Comprehensive Income/(Loss) (Net of
tax) |
(0.48) |
(0.14) |
5.15 |
0.66 |
| Total Comprehensive Income/(Loss) for the
year |
90.47 |
102.84 |
(27.75) |
35.44 |
| Basic Earnings Per Share (H) |
120.61 |
136.59 |
(43.63) |
46.15 |
| Diluted Earnings Per Share (H) |
120.61 |
136.59 |
(43.63) |
46.15 |
REVENUE
BirlaNu achieved a net revenue from operations of H 2,310.04 crore as
against H 2,230.85 crore in the previous year on standalone basis, an increase of 3.5% and
on consolidated basis registered a net revenue from operation of H 3,615.22 crore as
against H 3,374.97 crore in the previous year recording an increase of 7.1%.
With the addition of new capacities and introduction of new products,
the Company anticipates a positive growth momentum in the coming year.
INTEREST & LOANS
Interest cost for the financial year 2024-25 has increased to H 24.36
crore on a standalone basis as against H 10.75 crore during the previous year. On
consolidated basis, interest cost for the financial year 2024-25 stood at H 68.24 crore as
against H 35.35 crore in the previous year.
The increase in interest cost is on account of increase in borrowings
for acquisition of Crestia Group, capex for capacity enhancement and working capital
requirements.
As on March 31, 2025, the Company has outstanding
borrowings of H 295.30 crore on standalone basis and H 709.98 crore on consolidated basis.
The debt equity ratio on consolidated basis stood at 0.58 times as of March 31,2025 as
against 0.44 times as of March 31,2024.
PROFIT BEFORE TAX
During the year under review, BirlaNu registered profit before tax
(PBT) of H 26.35 crore (excluding income from exceptional items), on standalone basis as
against H 95.82 crore in the previous year, recording a decline of 73% mainly due to weak
demand and soft pricing scenario in most product categories and volatility in resin
prices.
Loss before tax on a consolidated basis for the financial year 2024-25
stood at H 43.46 crore as against profit before tax of H 35.54 crore in the previous year,
recording a decline of 222% largely due to continued weak demand of flooring products in
Europe market, in additon to the overall subdued demand environment and soft pricing
senario.
NET WORTH
On a consolidated basis, the net worth of the Company as at March 31,
2025 stood at H 1,211 crore as against H 1,253 crore in the previous year.
The consolidated earnings per share (basic) for the financial year
ended March 31, 2025 stood at H (43.63) per share as against H 46.15 per share for the
financial year ended March 31, 2024.
A detailed segment-wise business performance of the Company for the
financial year 2024-25 is included in the Management Discussion and Analysis report
forming part of this Annual Report.
ACQUISITION
During the financial year 2023-24, the Board of Directors approved
acquisition of 100% equity share capital of Crestia Polytech Private Limited (“Crestia”)
along with four other entities, namely, Topline Industries Private Limited, Aditya
Polytechnic Private Limited, Prabhu Sainath Polymers Private Limited (formerly Sainath
Polymers) and Aditya Poly Industries Private Limited (formerly Aditya Industries) (“Crestia
Group”) on the terms and conditions as agreed under the Share Subscription and
Purchase Agreement (“SSPA”) (includes amendment(s) and addendum(s)
thereof) to strengthen the Company's Pipes and Fittings business in Eastern India.
As per the terms of the said SSPA, the Company acquired 100% of the
paid-up equity share capital of Crestia on April 5, 2024, thereby making Crestia a wholly
owned subsidiary of the Company with effect from the same date. Further, in accordance
with the SSPA, Crestia entered into Share Purchase Agreements (“SPA”) on
April 5, 2024, with Topline Industries Private Limited, Aditya Polytechnic Private
Limited, and Prabhu Sainath Polymers Private Limited (formerly Sainath Polymers), and
subsequently on June 28, 2024, with Aditya Poly Industries Private Limited (formerly
Aditya Industries), along with their respective existing shareholders. Pursuant to these
agreements, Crestia acquired 100% of the equity share capital of all four entities,
thereby making them wholly owned subsidiaries of Crestia and step-down subsidiaries of the
Company, effective April 5, 2024, and June 28, 2024, respectively.
CHANGE IN NAME OF THE COMPANY
During the financial year, the Board recognized the need to
strategically reposition the Company's brand identity to better align with its
evolving business strategy and future aspirations, and proposed change in name of the
Company from HIL Limited to BirlaNu Limited, reflecting the Company's progressive
outlook and growth trajectory. This strategic move is the reflection of the transformation
envisioned for the Company in line with the growth plans and making the Company consumer
focused while retaining the legacy of Birla brand and the equity associated with it.
Accordingly, the name of the Company has been changed from “HIL
Limited” to “BirlaNu Limited” with effect from March 19, 2025 as per the
fresh certificate of incorporation issued by the Ministry of Corporate Affairs, Government
of India. The stock exchanges, i.e., BSE Limited and National Stock Exchange of India
Limited, have noted the new name and the Stock/ Scrip Code of the Company stands changed
from “HIL” to “BIRLANU” with effect from April 9, 2025.
MEMORANDUM AND ARTICLES OF ASSOCIATION
During the financial year, the Company amended its existing Memorandum
and Articles of Association. The Memorandum of Association was aligned with the provisions
of Table A of Schedule I of the Companies Act, 2013, and a new set of Articles of
Association was adopted in line with the provisions of the Companies Act, 2013. These
revisions were duly approved by the Board of Directors at its meeting held on January 21,
2025, and subsequently by the shareholders through postal ballot on February 24, 2025.
DIVIDEND
The Board at its meeting held on May 17, 2025 has recommended a final
dividend of H 30/- (i.e. 300%) per equity share of H 10/- each for the financial year
202425. The dividend pay-out is subject to the approval of the shareholders at 78th Annual
General Meeting of the Company.
As per Income Tax Act, 1961, as amended, dividend declared/paid after
April 1, 2020 will be taxable in the hands of the shareholders. Shareholders are requested
to visit https://cms.birlanu.com/public/ media/2025/03/13/faqs-on-tds.pdf.
The Company has fixed Thursday, July 24, 2025 as the “Record
Date” for the purpose of determining the entitlement of shareholders to receive
the final dividend for the financial year ended March 31, 2025.
Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(“SEBI Listing Regulations”), the Board of Directors of the Company have
adopted a Dividend Distribution Policy. The policy lays down a broad framework and factors
which the Board would consider for deciding the distribution of dividend to its
shareholders. The said policy is available on the Company's website https://cms.birlanu.com/
public/media/2025/03/13/dividend-distribution- policy-2021.pdf.
TRANSFER TO GENERAL RESERVES
During the year under review, the Company has not transferred any
amount to General Reserves.
SHARE CAPITAL
The paid-up equity share capital as on March 31, 2025 was H 754.09 lakh
divided into 75,40,899 equity shares of H 10/- each. During the year under review, there
was no change in the paid-up equity share capital of the Company.
LISTING WITH STOCK EXCHANGES
The equity shares of the Company are listed on National Stock Exchange
of India Limited and BSE Limited. Annual listing fees for the year 2025-26 has been paid
to these exchanges within the prescribed timelines. There was no suspension in trading of
the equity shares of the Company during the financial year 2024-25.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis is appended to this
report as per the requirements of SEBI Listing Regulations.
BOARD OF DIRECTORS, ITS COMMITTEES AND THEIR
MEETINGS
The Company has a professional Board with an optimum combination of
executive, non-executive and independent directors, including woman director, who bring to
the table the right mix of knowledge, skill and expertise. The Board provides strategic
guidance and direction to the Company in achieving its business objectives and protecting
the interest of the stakeholders.
As per the declarations received by the Company none of the Directors
are disqualified under Section 164(2) and other applicable provisions of the Companies
Act, 2013 ("the Act”). Certificate on nondisqualification as required
under Regulation 34 of SEBI Listing Regulations forms part of the Corporate Governance
Report.
During the financial year, 7 (seven) meetings of Board of Directors of
the Company were convened and held in accordance with the provisions of the Act and
Secretarial Standards issued by the Institute of Company Secretaries of India. The date(s)
of the Board Meeting, attendance of the Directors is given in the Corporate Governance
Report forming part of this annual report. The time-gap between any two consecutive
meetings was within the period prescribed under the Act and SEBI Listing Regulations.
The Board has constituted the following five Committees:
1. Audit Committee
2. Nomination and Remuneration cum Compensation Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of all the above Committees along with their terms of
reference, composition, number of meetings and attendance at the meetings are provided in
detail in the Corporate Governance Report annexed to this Board's Report.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors at its meeting held on March 28, 2024, based on
the recommendation of the Nomination and Remuneration cum Compensation Committee, approved
appointment of Ms. Nidhi Jagat Killawala (DIN:05182060) as an Additional Director of the
Company, designated as an Independent Director with effect from April 1, 2024, not liable
to retire by rotation; and appointment of Ms. Amita Birla (DIN:00837718) as an Additional
Non-executive Director of the Company with effect from April 1, 2024, liable to retire by
rotation. Both appointments were subsequently approved by the shareholders through postal
ballot on May 2, 2024.
Further, the Board of Directors in its meeting held on May 7, 2024,
based on the recommendation of the Nomination and Remuneration cum Compensation Committee,
approved appointment of Prof. Janat Shah (DIN:01625535), as an Additional Director of the
Company, designated as an Independent Director with effect from May 7, 2024, not liable to
retire by rotation and the same was approved by the shareholders at the 77th Annual
General Meeting held on July 30, 2024.
During the financial year, Ms. Gauri Rasgotra (DIN:06862334) ceased to
be an Independent Director of the Company with effect from May 8, 2024 upon completion of
her 10 (ten) years term. The Board placed on record its sincere appreciation and gratitude
for the guidance and valuable contribution by Ms. Gauri Rasgotra during her tenure as a
member of the Board.
In accordance with provisions of Section 152 of the Act and pursuant to
Articles of Association of the Company, Mr. Desh Deepak Khetrapal (DIN:02362633) Director
of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.
The brief details with respect to appointment of Mr. Desh Deepak
Khetrapal, as required to be disclosed in accordance with Regulation 36 of SEBI Listing
Regulations, Companies Act, 2013 and Secretarial Standards are included in the notice of
the ensuing Annual General Meeting forming part of this Annual Report.
Apart from receiving directors' remuneration and sitting fee, no
Non-executive Director except Ms. Nidhi Killawala, who is partner in Khaitan & Co.
LLP, and Mr. CK Birla, Chairman, who is a relative of Ms. Avanti Birla, President -
Strategy, had any pecuniary relationship with the Company. The details of transactions
entered into with Khaitan & Co. LLP and its affiliate firms and Ms. Avanti Birla forms
part of the notes to the financial statements of the Company for the financial year
2024-25. (Refer note no. 40).
In terms of Regulation 25(8) of the SEBI Listing Regulations,
Independent Directors have confirmed that they are not aware of any circumstances or
situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties. Based upon declarations received from Independent
Directors, the Board of Directors have confirmed that they meet the criteria of
independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI
Listing Regulations and that they are independent of the management.
Further, in the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs. Independent Directors
are not subject to retire by rotation. The Independent Directors have also confirmed that
they have complied with the Company's Code of Conduct for Board members and Senior
Management and Codes under SEBI (Prohibition of Insider Trading) Regulations, 2015.
During the financial year 2024-25, the overall managerial remuneration
paid to Mr. Akshat Seth, Managing Director & CEO exceeded the limits stipulated under
the provisions of Section 197 of the Act, i.e., 5% of the net profits of the Company,
calculated as per Section 198 of the Act. Accordingly, approval of the shareholders was
obtained on February 24, 2025 by way of special resolution under the provisions of Section
197 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule
V thereof and applicable provisions of SEBI Listing Regulations, for payment of aggregate
salary, allowances, perquisites and other benefits, variable pay and long term incentives
as per Company's Scheme, as approved by the Board, as the minimum remuneration in the
event of loss or inadequacy of profits in the financial year 2024-25.
In terms of provisions of Section 203 of the Act, during the financial
year 2024-25 there was no change in the key managerial personnel of the Company and the
following continued to hold their respective offices as on March 31, 2025:
i. Mr. Akshat Seth, Managing Director & CEO
ii. Mr. Ajay Madhusudan Kapadia, Chief Financial Officer
iii. Ms. Nidhi Bisaria, Company Secretary and Compliance Officer
BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI Listing Regulations,
every year a formal evaluation of the performance of the Board, its Committees, the
Chairman and the individual directors is conducted. Structured forms covering evaluation
of the Board, the Committees of the Board, the Chairperson, Independent Directors and
Non-Independent Directors are devised for evaluation by all the Directors. Each Director
is rated against various criteria such as composition of the Board, receipt of regular
inputs and information, functioning, performance and structure of the Board Committees,
skill set, knowledge and expertise of directors, preparation and contribution at the Board
meetings, leadership, etc.
The Board reviews the key skills/expertise/ competence of the
Directors, so that the Board of Directors comprises of a diverse and multidisciplinary
group of professionals with requisite skills/ expertise/competence who can contribute
towards providing strategic direction to the Company's management upholding the
highest standards of Corporate Governance.
Further, as per the SEBI Listing Regulations, the following is the
matrix of skills and competencies on which all the Directors are evaluated:
- Governance and Board service
- Business understanding
- Risk/Legal/Regulatory compliance
- Information Technology/ Accounting/
Financial experience
- Industry/Sector knowledge
- Strategy development and implementation
In a separate meeting of Independent Directors, performance of
Non-Independent Directors (NEDs), the Board as a whole and the Chairman of the Company was
evaluated. The performance evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated. The evaluation was carried out
in terms of the Nomination, Remuneration & Evaluation Policy of the Company. The
Nomination and Remuneration cum Compensation Committee of the Company annually reviews the
performance evaluation process.
The evaluation process confirms that the Board and its Committees
continue to operate effectively and that the performance of the Directors meets
expectations.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
In addition to giving a formal appointment letter to the newly
appointed Independent Director on the Board, a detailed induction plan covering the role,
function, duties, responsibilities and the details of compliance requirements expected
from the director under the Companies Act, 2013 and relevant Regulations of SEBI Listing
Regulations are given and explained to the new Director.
Pursuant to Regulation 25(7) of SEBI Listing Regulations, conducting
familiarization programmes for the Independent Directors in the Company is a continuous
process, whereby Directors are informed, either through presentations at the Board or the
Committee meetings, board notes, interactions or otherwise about industry outlook,
business operations, future strategies, business plans, competitors, market positions,
products and new launches, internal and operational controls over financial reporting,
budgets, analysis on the operations of the Company, etc.
Pursuant to Regulation 46 of SEBI Listing Regulations, the details
required are available on the Company's website https://cms.birlanu.com/public/media/2025/04/16/familiarization-
programme-2024-25.pdf.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company endeavours to have an appropriate mix of executive,
non-executive and independent directors to maintain independence from the management and
they continuously provide guidance on appropriate governance. The selection and
appointment of Board members are done on the recommendations of the Nomination and
Remuneration cum Compensation Committee. The appointments are based on meritocracy and
having due regard for diversity. While evaluating the candidature of an independent
director, the Committee abides by the criteria for determining independence as stipulated
under the Companies Act, 2013 and the SEBI Listing Regulations. In case of re-appointment
of directors, the Board takes into consideration the results of the performance evaluation
of the directors.
The Nomination, Remuneration & Evaluation Policy for Directors, Key
Managerial Personnel and Senior Management is placed on the website of the Company and can
be accessed through the web link https://cms.birlanu.com/public/media/2025/04/16/
familiarization-programme-2024-25.pdf
The objective of the Company's remuneration policy is to attract,
motivate and retain qualified and expert individuals that the Company needs to achieve its
strategic and operational objectives, whilst acknowledging the societal context around
remuneration and recognizing the interests of the Company's stakeholders.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board has constituted a CSR Committee and has a well-defined policy
on CSR as per the requirement of Section 135 of the Companies Act, 2013, which covers the
activities as prescribed under Schedule VII of the Companies Act, 2013. The details about
the CSR Committee are provided in the Corporate Governance Report, which forms part of
this Report.
During the financial year 2024-25, the Company was required to spend
Rs. 331.57 lakh, i.e., 2% of average of the net profits of last three financial years, on
CSR activities and the actual CSR spent during the financial year 2024-25 was H 331.78
lakh after adjusting H 18.09 lakh excess amount spent and carried forward from the
financial year 2023-24.
The Annual Report on CSR Activities, pursuant to Section 134(3)(o) of
the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, forms part of this Report as Annexure I.
The CSR policy of the Company is placed on the Company's website
and can be accessed through the web link: https://cms.birlanu.com/public/media/2025/03/13/csr-policy.pdf.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
annual return of the Company for the financial year 2024-25 can be accessed through the
web link on the Company's website https://
cms.birlanu.com/public/media/2025/04/14/annual- return-2024-25.pdf.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the
Companies Act, 2013 and on the basis of compliance certificate received from the
executives of the Company and subject to disclosures in financial statements, as also on
the basis of the discussion with the Statutory Auditors of the Company from time to time
and to the best of their knowledge and information furnished, the Board of Directors state
that:
I. In preparation of the Annual Accounts for the financial year ended
March 31, 2025, all the applicable Accounting Standards prescribed by the Institute of
Chartered Accountants of India and Companies Act, 2013 have been followed and there were
no material departures.
II. They have adopted 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/loss of the Company for the financial year ended March
31, 2025.
III. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
IV. The Annual Accounts for the financial year ended March 31, 2025
have been prepared on a going concern basis.
V. Proper internal financial controls were in place and that the
financial controls were adequate and operating effectively.
VI. The systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee of the Board to
review the enterprise risk management plan/process of the Company. The Risk Management
Committee identifies potential risks, assesses their potential impact and develops
strategies to mitigate the risks. Periodic follow-ups to monitor the status of
strategies/actions initiated to mitigate the risks is also conducted.
The Company has a Risk Management Policy which is approved and reviewed
by the Board from time to time. The Risk Management Policy acts as an overarching
statement of intent and establishes the guiding principles by which risks are identified,
assessed and mitigated across the organization. The Board reviews the risks associated
with the enterprise periodically and oversees the implementation of various aspects of the
Risk Management Policy through a duly constituted Risk Management Committee (“RMC”).
The RMC assists Audit Committee/ the Board in its oversight of the Company's
management of key risks, including strategic and operational risks, as well as the
guidelines, policies and processes for monitoring and mitigating such risks under the
aegis of the overall Enterprise Risk Management (“ERM”) Framework.
There are no risks identified by the Board which may threaten the
existence of the Company. Please refer detailed section on risk management covered in the
report on Management Discussion and Analysis which is an integral part of this Annual
Report.
The details about composition of the Risk Management Committee and its
meetings, attendance is provided in Corporate Governance Report which forms part of this
Annual Report.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations, a detailed report on Corporate Governance forms an integral part of this
Annual Report and is set out as a separate section.
The certificate of M/s. B S R and Co, (ICAI Firm Registration Number
128510W), Chartered Accountants, the Statutory Auditors of the Company, certifying
compliance with the conditions of corporate governance as stipulated in the SEBI Listing
Regulations is annexed with the Report on Corporate Governance. The Auditors'
certificate for the financial year 202425 does not contain any qualification, reservation
or adverse remark.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
VIGIL MECHANISM
The Company has in place a robust vigil mechanism through a Whistle
Blower Policy to deal with instances of illegal practices, unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct and Ethics Policy.
Adequate safeguards are provided against victimization to those who
take recourse to the mechanism. The details of the Whistle Blower Policy are explained in
the Corporate Governance Report. The Whistle Blower Policy is available on the
Company's website and can be accessed through the web link https://cms.birlanu.com/public/media/2025/03/13/
whistle-blower-policy.pdf.
The complaints received under Whistle Blower Policy are investigated
thoroughly and detailed update including action taken, if any, on the same are presented
to the Audit Committee and Statutory Auditors of the Company. There were two complaints
received during the financial year 2024-25, both the complaints have been resolved during
the financial year 2024-25 with appropriate action.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Prevention of Sexual Harassment
at Workplace Act, 2013 and the Rules thereunder. The Company has constituted Internal
Complaints Committee which is responsible for redressal of complaints related to sexual
harassment.
The details of the number of cases filed under sexual harassment and
their disposal, during the financial year 2024-25 is as under:
| Number of cases pending as on the beginning
of the financial year |
Nil |
| Number of complaints filed during the
financial year |
Nil |
| Number of cases pending as on the end of the
financial year |
Nil |
| Number of workshops or awareness programs
against sexual harassment carried out |
The Company regularly conducts necessary
awareness programs for its employees and all employees are provided detailed education
during the induction. |
| Nature of action taken by the employer or
district officer |
Not Applicable |
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and SEBI Listing Regulations,
as amended from time to time, the Company has formulated a Policy on Related Party
Transactions (“RPT Policy”) for identifying, reviewing, approving and
monitoring of Related Party Transactions and the same is uploaded on the website of the
Company and can be accessed through the web link: https://cms.birlanu.com/public/media/2025/03/13/related-party-
transaction-policy.pdf.
All related party transactions were at arm's length basis and in
the ordinary course of business. All the related party transactions were reviewed and
approved by the Audit Committee/ Board, as may be applicable. With a view to ensure
continuity of day-to-day operations, an omnibus approval is obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of business
and on an arm's length basis, from the
Audit Committee/Board. A statement giving details of all related party
transactions entered pursuant to the omnibus approval so granted is placed before the
Audit Committee on a quarterly basis for its review.
During the year under review, the Company entered into one material
related party transaction i.e. payment of remuneration to Ms. Avanti Birla, a related
party within the definition of Section 2(76) of the Act, occupying the office or place of
profit in the Company and the same are approved by the Audit Committee, the Board and the
shareholders at their respective meetings as required under the provisions of Regulation
23 and other applicable provisions, if any, of the SEBI Listing Regulations read with
Section 177 and 188 and other applicable provisions, if any, of the Companies Act, 2013.
Accordingly, the disclosure of the said related party transaction as required under
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014
is made in Form AOC-2 annexed to this Report as Annexure - II.
In terms of Regulation 23 of SEBI Listing Regulations, the Company
submits details of related party transactions as per the specified format to the stock
exchanges on a half-yearly basis.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company has put in place adequate internal financial control
procedures commensurate with its size, complexity and nature of business. The Company has
identified and documented all key financial controls, which impact the financial
statements as part of its Standard Operating Procedures. The financial controls are tested
for operating effectiveness through ongoing monitoring and review process by the
management and also independently by the Internal Auditor during the audit reviews. Where
weaknesses are identified as a result of the reviews, new procedures are put in place to
strengthen controls and these are in turn reviewed at regular intervals.
Further, BirlaNu continues to remain vigilant on the evolving
cybersecurity threat landscape. In our endeavour to maintain a robust cybersecurity
posture, the team has remained abreast of emerging cybersecurity events, so as to achieve
higher compliance and its continued sustenance. Our ongoing commitment to leveraging
technology remains steadfast with a focus on delivering value and creating a future ready
organization. We continue to be certified against the Information Security Management
System (ISMS) Standard ISO 270012013. During the year, our focus was on cybersecurity
personnel training, reskilling and building a security culture of collective onus.
Annually, BirlaNu undertakes a comprehensive cyber security review with the support of
third-party subject matter experts to identify and plug any gaps, as applicable.
Based on the review, nothing has come to the attention of the Directors
to indicate that any material breakdown in the function of these controls, procedures or
systems occurred during the year.
AUDITORS
STATUTORY AUDITORS
M/s. B S R and Co, Chartered Accountants (FRN - 128510W) have been
appointed as Statutory Auditors of the Company for a period of five years, i.e., from
conclusion of 75th Annual General Meeting (AGM), held on July 29, 2022, till the
conclusion of the 80th Annual General Meeting of the Company to be held in year 2027 under
the provisions of Section 139 and 142 of the Companies Act, 2013 read with Rules made
thereunder.
The Auditors' Report for the financial year 202425 does not
contain any reservation, qualification or adverse remark, on the financial statements of
the Company. Auditors' Report is self-explanatory and therefore, does not require
further comments and explanation.
Further, in terms of Section 143 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014, as amended, notifications / circulars
issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported
by the Auditors of the Company where they have reason to believe that an offence involving
fraud is being or has been committed against the Company by officers or employees of the
Company.
INTERNAL AUDITORS
The Company has an effective fulltime in-house and professionally
competent internal audit team, which regularly monitors the effectiveness of the internal
control systems. This function reports to the Audit Committee and the Managing Director
about the adequacy and effectiveness of the internal control systems of the Company as
well as the periodical results of its review of the Company's operations as per an
approved internal audit plan duly approved by the Audit Committee. The in-house internal
audit team works in tandem with M/s. Ernst and Young, LLP, whose professional services
have been availed by the Company to audit specific locations and processes as per the
Internal Audit plan approved by the Audit Committee. Together, they provide a robust
framework.
The recommendations of the internal audit teams on improvements in the
operating procedures and control systems for strengthening the operating procedures are
also presented periodically to the Audit Committee.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the rules
framed thereunder, the cost audit records maintained by the Company in respect of its
specified products are required to be audited by a Cost Auditor. The Board of Directors at
its meeting held on May 17, 2025, on recommendation of the Audit Committee, re-appointed
M/s. S.S. Zanwar & Associates, (Firm Registration No. 100283), as Cost Auditors of the
Company, to conduct the audit of the cost records of the Company for the financial year
ending March 31, 2026 at a remuneration of H 8 lakh (Rupees Eight lakh only) plus
applicable taxes and out of pocket expenses. The requisite resolution for ratification of
remuneration of Cost Auditor by the shareholders of the Company has been set out in the
Notice of ensuing AGM. The Cost Auditor has certified that their appointment is within the
limits as prescribed under Section 141(3)(g) of the Act and that they are not disqualified
from such appointment within the meaning of the said Act.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder and Regulation 24A of SEBI Listing Regulations, the Board of
Directors at its meeting held on May 17, 2025, based on the recommendation of the Audit
Committee, approved the appointment of M/s. Ranjeet Pandey & Associates, Company
Secretaries (CP No. 6087) as Secretarial Auditor of the Company for a term of five
consecutive years, i.e., from financial year 2025-26 till the financial year 2029-30, on
such terms and conditions and at such remuneration as recommended by the Audit Committee
and approved by the Board of Directors from time to time, subject to approval of
shareholders at the ensuing Annual General Meeting.
The Company has received a consent from M/s. Ranjeet Pandey &
Associates, along with a certificate confirming that they are qualified and competent to
be appointed as Secretarial Auditor under the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Accordingly, the Board recommends the appointment of M/s. Ranjeet
Pandey & Associates, Company Secretaries (CP No. 6087) as Secretarial Auditor of the
Company for the aforesaid term, for approval of the members by way of an ordinary
resolution as set out at item no. 4 of the notice annexed with this Annual Report.
The Secretarial Audit Report issued by M/s. Ranjeet Pandey &
Associates, Company Secretaries for the financial year ended March 31, 2025 is given in Annexure
III attached hereto and forms part of this report. The report does not contain any
qualifications, reservations or adverse remarks.
The Company has undertaken an audit for the financial year 2024-25 for
all the applicable compliances under various regulations, circulars and notifications
issued by the Securities and Exchange Board of India (“SEBI”) and
accordingly received Annual Secretarial Compliance Report from M/s. Ranjeet Pandey &
Associates, Company Secretaries in terms of the SEBI Circular dated February 8, 2019
without any observations or comments and a copy of the same has been submitted to the
Stock Exchanges within the prescribed time limit.
During the year under review, the Secretarial Auditor have not reported
any matter under Section 143(12) of the Act, and therefore, no details are required to be
disclosed under Section 134(3)(ca) of the Act.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees /security provided and inter-corporate
investments made during the financial year ended March 31, 2025, forms part of the notes
to the financial statements of the Company for the financial year 2024-25 at note no. 7, 9
and 53.
During the financial year, the Company acquired 35,53,000 equity shares
of Crestia Polytech Private Limited (“Crestia”) of H 10/- each by
subscribing to the private placement offered by Crestia and further, the Company acquired
44,90,000 equity shares of H 10/- each from the existing shareholders of Crestia, thereby
making it a wholly owned subsidiary of the Company with effect from April 5, 2024, at an
aggregate consideration of H 160.45 crore.
DEPOSITS
The Company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as
on March 31, 2025.
SUBSIDIARIES AND JOINT VENTURES
The following are the details of subsidiaries and joint ventures of the
Company as on March 31, 2025:
S. Legal name of the entity No. |
Relationship |
Country of incorporation and Date |
Full address |
Indian Subsidiaries |
|
|
|
| 1 Crestia Polytech Private Limited |
Wholly owned Subsidiary |
India 09.05.2013 |
2nd Floor, Shiv Krish Complex, Roop Bhawan
Compound, Survey Plot No. 1125 & 1126, Ram Krishna Path, P.S. Budhha Colony, East
Boring Canal Road, Patna-800001, Bihar, India. |
| 2 Topline Industries Private Limited |
Step Down Subsidiaries (WOS to Crestia
Polytech Private Limited) |
India 01.05.2020 |
|
| 3 Aditya Polytechnic Private Limited |
|
India 08.04.2015 |
|
| 4 Prabhu Sainath Polymers Private Limited
(earlier known as Sainath Polymers, a partnership firm) |
|
India 15.03.2024 |
|
| 5 Aditya Poly Industries Private Limited
(earlier known as Aditya Industries, a partnership firm) |
|
India 07.05.2024 |
|
Overseas Subsidiaries |
|
|
|
| 6 HIL International GmbH |
Subsidiary (Wholly Owned Subsidiary) |
Germany, 03.07.2018 |
Millenkamp 7-8, 48653 Coesfeld, Germany |
| 7 Parador Holding GmbH |
Step Down Subsidiary (WOS to HIL
International GmbH) |
Germany, 20.06.2016 |
Millenkamp 7-8, 48653 Coesfeld, Germany |
| 8 Parador GmbH |
Step Down Subsidiary (WOS to Parador Holding
GmbH) |
Germany, 21.09.2015 |
Millenkamp 7-8, 48653 Coesfeld, Germany |
| 9 Parador Parkettwerke GmbH |
Step Down Subsidiary (WOS to Parador GmbH) |
Austria, 10.04.1998 |
Wiener Strasse 66, 7540 Gussing, Austria |
| 10 Parador (Shanghai) Trading Co., Ltd. |
Equity Joint Venture 50% of Parador GmbH and
50% Horgus Oriental Glamour Co., Ltd. |
Republic of China, 08.08.2018 |
Room 1006, Floor 10, No 233 Taicang Road,
Huangpu District, Shanghai Municipality, the People's Republic of China |
| 11 Parador UK Limited |
Step Down Subsidiary (WOS to Parador GmbH) |
England and Wales, 13.07.2022 |
C/o Rodl & Partner Legal Ltd. 170 Edmund
Street Ground Floor, Birmingham, United Kingdom B3 2HB |
| 12 Parador Inc. |
Step Down Subsidiary (WOS to Parador GmbH) |
United States of America 23.01.2025 |
; 1209 Orange Street, City of Wilmington,
Country of New Castle, Zip Code 19801 |
In compliance with the requirements of SEBI Listing Regulations, the
Company has appointed Dr. Arvind Sahay, Independent Director of the Company as a Director
on the Board of HIL International GmbH, Germany (material wholly owned subsidiary).
Supercor Industries Limited
The Company holds 33% of the share capital in Supercor Industries
Limited (“Supercor”), a company incorporated under the laws of Nigeria.
The State Government of Bauchi, Nigeria and other shareholders hold the remaining 67% of
the share capital in Supercor.
During the year there was no significant development at Supercor
Industries Limited. Supercor had already suspended its operations since the year 2016 due
to cash flow crisis. The Company informed the Board of Supercor Industries Limited about
its intention to sell its stake and has not been participating in any of the discussions
of the Board / Management for last five years. The Interim Board set up by the Nigerian
Government is not responsive and the Company is waiting to hear from the Board of Supercor
for deciding further course of action. Accordingly, the Company has submitted an
application to Reserve Bank of India (RBI) for suspension of UAN allotted towards the
above said investment in Supercor and the same has been suspended by RBI.
In view of the above, the Company is not in a position to obtain any
information/financials from the Joint Venture entity and hence the consolidated financial
statements do not include the financial performance of Supercor Industries Ltd.
As per the provisions of Section 129 of the Companies Act, 2013 read
with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the
salient features of the Financial Statements of the Subsidiary Companies/Associate
Companies/Joint Ventures in Form AOC-1 is attached as Annexure IV to this report.
SCHEME OF AMALGAMATION
During the year, the Board of Directors, at its meeting held on
February 6, 2025, approved a proposal for the amalgamation of the Company's wholly
owned subsidiary, Crestia Polytech Private Limited and its step-down subsidiaries Aditya
Poly Industries Private Limited, Aditya Polytechnic Private Limited, Prabhu Sainath
Polymers Private Limited, and Topline Industries Private Limited (collectively referred to
as the “Transferor Companies”) with the Company. The amalgamation will be
executed through a Scheme of Amalgamation under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013. This strategic initiative aligns with the
Company's longterm vision of optimizing operational efficiencies, strengthening
market presence, and leveraging
synergies within the polytech and polymers manufacturing sector, where
all the involved transferor entities are currently engaged. The above Scheme is subject to
necessary approvals from the shareholders, creditors and regulatory authorities, including
the jurisdictional National Company Law Tribunal, Regional Director, Ministry of Corporate
Affairs and the Registrar of Companies, as may be applicable.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance
with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting
Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other
relevant provisions of the Companies Act, 2013. As per the provisions of Section 136 of
the Companies Act, 2013, the Company has also placed audited accounts of its Subsidiaries
on its website.
PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL
The disclosures relating to remuneration and other details as required
in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure
V, which forms an integral part of this Report. Further, in terms of the first proviso
to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders
excluding the information required under Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The said information will be made
available for inspection through electronic mode by writing to the Company at
cs@birlanu.com from the date of circulation of the AGM Notice till the date of the AGM.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure
VI attached hereto and forms part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
BirlaNu strongly believes that sustainable and inclusive growth is
possible by using the levers of environmental and social responsibility while setting
aspirational targets and improving economic performance to ensure business continuity and
sustainable growth.
In terms of Regulation 34(2)(f) of the SEBI Listing Regulations,
Business Responsibility and Sustainability Report (“BRSR”) of the Company
for the financial year ended March 31, 2025 forms part of this Annual Report and is set
out as a separate section.
EMPLOYEE STOCK OPTIONS
During the financial year 2024-25, no stock options were granted under
the HIL Limited Employee Stock Option Scheme 2019 and HIL Limited Employee Stock Option
Scheme 2023 (“Schemes”). The relevant disclosure under Section 62 of the
Companies Act, 2013 read with Rules made thereunder and Regulation 14 of the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (SEBI (SBEB&SE) Regulations, 2021) as of March 31, 2025, is available on
the website of the Company and can be accessed through the web link https://cms.birlanu.com/public/media/2025/04/14/
esop-certification-2024-25.pdf.
The Board of Directors at its meeting held on May 17, 2025 proposed
amendment in the HIL Limited Employee Stock Option Scheme 2019 to amend the existing
restrictive definition of “Eligible Employees” with the objective of extending
the benefit of the Scheme to a wider pool of current and future employees including other
consequential and cosmetic changes subject to approval of members at the ensuing AGM.
Accordingly, necessary resolution has been included for approval of the members by way of
a special resolution at item no. 6 of the notice annexed with this Annual Report.
A certificate from M/s. Ranjeet Pandey & Associates, Company
Secretaries, Secretarial Auditor of the Company confirming that the Schemes have been
implemented in accordance with the SEBI (SBEB&SE) Regulations, 2021 would be placed at
the ensuing Annual General Meeting of the Company for inspection by the shareholders.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT
During the year under review, no significant and material orders have
been passed by the Regulators or Courts or Tribunals impacting the going concern status
and operations of the Company.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments, affecting the financial
position of the Company which occurred between the end of the financial year March 31,
2025 to which the financial statements relate and the date of signing of this report.
During the year, there is no application made or any proceeding pending
on the Company, under the Insolvency and Bankruptcy Code, 2016.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
OTHER STATUTORY DISCLOSURES
The Board of Directors state that no disclosure or reporting is
required with respect to the following items as there were no transactions related to the
below items during the year under review:
a. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b. Issue of sweat equity shares.
c. Provision of money for purchase of its own shares by employees or by
trustees for the benefit of employees.
ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to thank all the
stakeholders of the Company for their continued support and express their sense of
gratitude to the customers, vendors, banks, financial institutions, channel partners,
business associates, Central and State Governments for their co-operation and look forward
to their continued support in future. The Board of Directors wish to place on record their
sincere appreciation for the contribution made by the employees at all levels and applaud
them for their dedication and commitment towards the Company.
|
For and on behalf of the Board of Directors |
|
BirlaNu Limited |
|
CK Birla |
| Place: London |
Chairman |
| Date: May 17, 2025 |
DIN: 00118473 |
|