Dear Shareholders,
The directors submit annual report of Beardsell Limited (the "Company" or
"Beardsell") along with the audited financial statements for the financial year
ended 31 st March 2025. The consolidated financial statements have been prepared in
accordance with the provisions of the Companies Act, 2013, SEBI Listing Regulations and
the Accounting Standards. The audited consolidated financial statements, together with the
Auditors' Report, form part of the Annual Report.
Financial Performance :
Summary financial performance of the Company is provided below and a more detailed
report, state of it's affairs are included in the Management Discussion and Analysis:
(Rs. in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2024- 25 |
2023- 24 |
2024- 25 |
2023- 24 |
| Revenue from Operation |
25051.20 |
23145.84 |
26835.01 |
24495.02 |
| Other income |
217.17 |
432.46 |
123.67 |
361.47 |
| Employee Benefit Expenses |
1827.47 |
1749.89 |
2093.57 |
2002.29 |
| Finance cost |
308.29 |
388.10 |
362.74 |
413.01 |
| Depreciation and amortization Expenses |
630.49 |
589.26 |
763.10 |
722.49 |
| Profit/ (Loss) before Exceptional Items and Tax |
1242.08 |
1208.12 |
1268.01 |
1237.38 |
| Exceptional Items |
- - |
- - |
- - |
- - |
| Profit/ (Loss) before Tax |
1242.08 |
1208.12 |
1268.01 |
1237.38 |
| Tax expenses / provisions |
285.02 |
414.69 |
285.03 |
414.69 |
| Profit after Tax |
957.06 |
793.43 |
982.98 |
822.69 |
| Other Comprehensive Income |
78.50 |
(-)34.24 |
78.50 |
(-)34.24 |
| Total Comprehensive Income |
1035.56 |
759.18 |
1061.48 |
788.45 |
Dividends:
The Board of Directors has recommended Final Dividend of Re.0.10 (ten paise only) per
Equity Share of face value of Rs.2.00 (Rupees two only) each for the financial year ended
31 st March 2025. The dividend shall be paid after approval of the Members at the ensuing
Annual General Meeting.
Reserves:
The Company does not propose to transfer amounts to the general reserve.
Share Capital:
The paid-up Equity Share Capital as on 31 st March 2025 was remained unchanged at
Rs.7,88,74,000/- (Rupees seven crore eighty-eight lakhs seventy-four thousand only)
consisting of 3,94,37,000 (Three crore ninety-four lakhs thirty-seven thousand) full
paid-up Equity Shares of Rs.2/- (Rupees two only) each.
Fixed Deposits :
Company has been accepting deposits from it's members within the purview of provisions
of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 to augment the working capital needs. The details of
deposits during the financial year are provided below:
| a) |
Outstanding at the end of the Year |
Rs.3,73,93,000/- |
| b) |
Accepted during the year (including renewals) |
Rs.97,77,000/- |
| c) |
Remained unpaid or unclaimed as at the end of the year |
Rs.1,95,000/- (matured but not claimed) |
| d) |
Whether there has been any default in repayment of deposits
of payment of interest there on during the year and if so, number of such cases and the
total amount involved |
There was no default in repayment of deposit or payment of
interest thereon. |
|
At the beginning of the year |
NIL |
|
Maximum during the year |
NIL |
|
At the end of the year |
NIL |
|
The details of Deposits which are not in compliance with the
requirements of Chapter V of the Act |
NIL |
Particulars of loans, guarantees and investments:
During the year under review, the Company has not granted any loans, made any
investments and provided any guarantee or security. The particulars of the loans granted,
investments made and guarantee or security provided in the earlier years are given in the
standalone financial statement.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
?‚? in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
?‚? they 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 of the Company for that period;
?‚? they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
?‚? they have prepared the annual accounts on a going concern basis;
?‚? they have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively;
?‚? they have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Based on the work performed by the internal auditors, statutory auditors, cost auditor
and secretarial auditor, including audit of internal financial controls over financial
reporting by the statutory auditors, the board is of the opinion that the Company's
internal financial controls and compliance systems were adequate and effective during the
reporting period.
Subsidiary Company :
As on closing of the reporting financial year, the company has one subsidiary Company.
There are no associate companies within the meaning of Section 2(6) of the Companies Act,
2013 ("Act"). There has been no material change in the nature of the business of
the subsidiary.
A statement containing salient features of the financial statements of the
subsidiaries, highlighting performances and financial position during the year is provided
below:
| (a) Name of the subsidiary |
M/s.Sarovar Insulation Private Limited |
| (b) Reporting Period |
1 st April 2024 to 31 st March 2025 |
| (c) Reporting currency |
Indian Rupees (in lakhs) |
| (d) Percentage of shareholding |
100% |
| (e) Share Capital |
2.01 |
| (f) Reserves & Surplus |
(159.60) |
| (g) Total Assets |
698.36 |
| (h) Total Liabilities |
852.91 |
| (i) Investments |
0.25 |
| (j) Turnover (Total Income) |
1195.10 |
| (k) Profit before taxation |
24.92 |
| (l) Provision for taxation |
---- - |
| (m) Profit after taxation |
24.92 |
| (n) Proposed Dividend |
---- - |
The audited accounts of the subsidiary are available on company's website and copy
shall be provided to shareholders who ask for it. Policy for determining material
subsidiaries of the Company is also available on the website of the Company.
Directors and key managerial personnel:
Dr.Gurram Jagannatha Reddy (DIN:07472109), Mr.A V Rammohan (DIN:02093767) and Mr.
Mannam Malakondaiah (DIN:01431923), are the independent directors of the Company.
Dr.Gurram Jagannatha Reddy, Mr.A V Rammohan have been reappointed for second term of
five years vide postal ballot concluded on 27 th June 2024, respectively upto 27 th June
2029 and 20 th October 2029. Mr. Mannam Malakondaiah is appointed for the first term of
five years ending on 12 th August 2027.
The terms and conditions of appointment of independent directors are as per Schedule IV
of the Act, same is available in the website of the company at They have submitted
declaration that each of them meets the criteria of independence as provided in section
149(6) of the Act and SEBI Listing Regulations and not disqualified from being appointed
as Directors.
Mr.R Gowrishanker (DIN:00104597) and Mr.Jeyapaul Singh (DIN:03129164) were the
Non-executive Directors in the Board of Directors of the Company.
Mr.Amrith Anumolu (DIN: 03044661), Executive Director; Mrs.Anumolu Jayasree, Whole-time
Director; Mr.V V Sridharan, Chief Financial Officer; and Mr.Kanhu Charan Sahu, Company
Secretary were the key managerial personnel of the Company throughout the year, pursuant
to the provisions of section 203 of the Act.
Board of Director of the Company at its meeting held on 12 th August 2025, with
recommendation of the Nomination and Remuneration Committee and, subject to the approval
of members of the Company, has approved the appointment and redesignation of Mr.Amrith
Anumolu as Managing Director of the Company for a period of three (3) years from 15 th
August 2025 to 14 th August 2028.
Mr.R Gowrishanker and Mr.Amrith Anumolu, retire by rotation and being eligible they
have offered for reappointment at the ensuing Annual General Meeting.
Pecuniary relationship or transaction of the non-executive directors during the year
with the Company are disclosed under Related Party Transactions in the notes to the
Financial Statements and other places in the Report.
Composition of the board of directors and committees thereof, including the Audit
Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship
Committee and the details of meeting of the board and the committees are discussed fully
in the corporate governance report.
Company's policy on directors' appointment and remuneration and other matters provided
in section 178(3) of the Act has been discussed along with the Nomination and Remuneration
Committee in the corporate governance report.
Receipt of unsecured loans from Directors:
The details of unsecured loans received and outstanding at the end of the period is
disclosed in the Notes under Financial Statements.
Board evaluation:
The Board members and the Committee members performed their functions as required by
the Companies Act 2013 and as per the regulatory framework of Securities and Exchange
Board of India.
The evaluation of the individual directors, including the independent directors was
done taking into account their qualification, experience, competency, knowledge,
understanding of their respective roles (as a Director, Independent Director and as a
member of the Committees of which they are Members/Chairpersons), adherence to Codes and
ethics, conduct, attendance and participation in the meetings, etc.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairperson was
evaluated. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
Risk Management:
The Company has in place a Risk Management Policy, pursuant to Section 134 of the
Companies Act, 2013, which is published in the website of the Company at The Board of
Directors and the Audit Committee shall be responsible for framing, implementing and
monitoring the risk management plan of the company. Senior Executives shall be responsible
for implementation of the risk management system as may be applicable to their respective
areas of functioning.
The major risks identified by the business/ functions and the ways mitigation has been
covered in the management discussion and analysis.
Annual Return:
Copy of the Annual Return of the Company as per Section 92(3) of the Companies Act,
2013 is available on the Company website
Auditors:
Statutory Auditors:
M/s.G Balu Associates LLP, Chartered Accountants, (Firm Registration No.
000376S/S200073) were appointed as Statutory Auditors of the Company at the AGM held on 30
th September 2022, for a term of 5 (five) consecutive years.
The statutory auditors have issued their report on the standalone and consolidated
financial statement of the company and the same were appended here to this report.
Auditors have expressed their unmodified opinion on the Standalone and Consolidated
Financial Statements and their reports do not contain any qualifications,
reservations, however the Auditors have made an adverse remark about delay in statutory
remittances which were complied with subsequently. There are no instances of frauds
reported by auditors pursuant to sub-section (12) of Section 143 which are reportable to
the Central Government.
Secretarial Auditor:
As per provisions under section 204 of the Companies Act, 2013, the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Mr.Rabindra Kumar
Samal, Practising Company Secretary (ICSI Membership No.FCS7649 and Certificate of
Practice No.018278), was appointed to conduct secretarial audit for financial year
2024-25. Report of the secretarial auditor for the financial year is annexed here to this
report, which does not contain any qualification, reservation or adverse remarks. However,
the secretarial auditor has made few observations about delay in filing of certain forms
with additional fees which are self-explanatory.
In accordance with the provisions of Section 204 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
the Listing Regulations, the Board has recommended to the Members of the Company the
appointment of M/s.SKD & Associates, Company Secretaries, Unique Identification
No.S2023TN958600, a Sole Proprietorship Firm of Mr.Susanta Kumar Dehury, Company
Secretary, Membership No.F7408, Certificate of Practice No.27050 and a peer reviewed
Company Secretaries (Peer Review Certificate Number: 5384/2023), as the Secretarial
Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from
the financial year 2025-26 to the financial year 2029-30 to conduct Secretarial Audit of
the Company. They have confirmed their eligibility and qualification required under the
Act and the Listing Regulations for holding the office, as the Secretarial Auditor of the
Company.
Reconciliation of Share Capital Audit:
A qualified practicing Company Secretary carries out secretarial audit to reconcile the
total admitted capital with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) and total issued and listed capital. The
Reconciliation of Share Capital Audit Report confirms that the total issued / paid up
capital is in agreement with the total number of shares in physical form and the total
number of dematerialised shares held with NSDL and CDSL.
Cost Records and Audit:
During the year under review, in accordance with Section 148(1) of the Act, the Company
has maintained the accounts and cost records, as specified by the Central Government. The
Cost Audit for the financial year ended 31st March 2024 was conducted by Mr. M
Krishnaswamy, Practicing Cost Accountant, Chennai (ICMA Membership No.5944), Cost Auditor,
and as required, the Cost Audit Report was filed with the Ministry of Corporate Affairs,
Government of India.
Mr.Krishnaswamy was appointed as cost auditor for the financial ended 31st March 2025,
unfortunately he has passed away on 7 th June 2025 before completing the audit. Board of
directors record deep condolence for his sad demise.
M/s.B Thulasiram & Co., Cost Accountants, Firm Registration No.003539, a Sole
Proprietorship Firm of Mr.B Thulasiram, Cost Accountant, Membership No.40478, has been
appointed to fill the casual vacancy caused due to the death of the previous Cost Auditor,
for conducting the cost audit of the Company for the financial year 2024- 25.
The Board has also re-appointed M/s.B Thulasiram & Co., Cost Accountants as Cost
Auditor of the Company for conducting cost audit for the FY 2025-26.
A resolution seeking approval of the Shareholders for ratifying the remuneration
payable to the Cost Auditor for FY 2024-25 and FY 2025-26 shall be submitted at the
ensuing Annual General Meeting.
Internal Auditors
M/s A V Subbarao & Co., Chartered Accountants, Chennai with ICAI FRN:005809S has
been appointed on 12th August 2023 as Internal Auditors of the Company for three years
commencing from FY 2023-24.
Vigil Mechanism:
The Company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report genuine concerns. The
provisions of the policy are in line with the provisions of the section 177(9) of the Act
and Regulation 22 of the SEBI Listing Regulations. The policy is available in website of
the Company at
Particular of employees:
In terms of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names of the top ten employees in terms of remuneration drawn and names and other
particulars of the employees drawing remuneration in excess of the limits set out in the
said rules forms part of this Board's Report. Disclosures relating to remuneration and
other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this Board's Report. Having regard to the provisions of the second proviso to Section
136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is
being sent to the Members of the Company. The information will be available for inspection
at the registered office of the Company on all working days (Monday to Friday) between
11.00 a.m. and 1.00 p.m. upto the date of ensuing AGM. Any member interested in obtaining
such information may write to the Company Secretary of the Company.
Transactions with Related Parties:
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is also available on
the Company's website The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related
Parties. The Related Party Transactions ("RPT") entered during the year were
placed before the Audit Committee for review and approval.
A list of RPTs is provided as part of Notes to Accounts. None of the transactions with
related parties could be considered not in the ordinary course of business or not in arm's
length in terms of Section 188 of the Companies Act, 2013 and were also not material RPTs
under Regulation 23 of the Listing Regulations. The information on transactions with
related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY
2024-25, hence not provided.
Corporate Social Responsibility (CSR)
The Company channels its Corporate Social Responsibility ('CSR') efforts primarily
through eligible Trusts and Not to Profit Organisations having valid certificates and
registrations with applicable authorities. The CSR Policy, approved by the Board of
Directors, has been hosted on the Company's website We have provided a Report on CSR
Activities in the prescribed format forming part of this report as Annexure
?€“ II.
Conservation of Energy, Research and Development, Technology Absorption, Foreign
Currency Earning and Outgo:
?‚? Conservation of Energy
The Company consistently follows advancing eco-friendly manufacturing practices within
the organization. It takes adequate measures to save energy by installing energy efficient
equipment, and to decrease dependence on traditional energy sources while investing in
renewable alternatives. We've invested in solar installations to generate clean
electricity, reducing dependence on the grid.
?‚? Research and Development
The company has not carried out any specific research activity during the year under
review. However, as part of regular ongoing business it explores ideas in energy
conservation, process up-gradation and environmental preservation.
?‚? Technology absorption, adaptation and innovation
The company continues to use the latest technologies for improving productivity and
quality of it's operations. Company is in the process of installing Continuous PU
Production Line Machineries, to produce a high volume of panels quickly and efficiently.
?‚? Foreign exchange earnings and outgo
The company imports raw materials and equipment for business purpose, also makes small
scale export trading. Details of foreign currency earned and used during the year are
provided below.
|
Year ended 31-03- 2025 |
Year ended 31-03- 2024 |
| Foreign Exchange Earnings |
USD 10,824 equivalent to Rs.9,38,441/- |
NIL |
| Expenditure in foreign currency |
USD 6,82,566 AUD 4,374 EURO 4,489 equivalent to
Rs.5,81,52,985/- |
USD 8,68,726 SGD 4,438 AUD 4,715 equivalent to
Rs.7,28,60,386/- |
Corporate Governance Reports:
Pursuant to Regulation 34 of the SEBI Listing Regulations and other applicable
provisions, the following have been made part of this report.
?‚? Management Discussion and Analysis
?‚? Corporate Governance Report
?‚? Certificate from the Secretarial Auditors regarding compliance of conditions
of Corporate Governance.
?‚? Declaration on compliance with Code of Conduct
?‚? Certificate of the Executive Director and the Chief Financial Officer on the
financial statements
?‚? Certificate of non-disqualification of Directors by a Practicing Company
Secretary
Obligation under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
Your Company has in place a policy for prevention of sexual harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and an Internal Complaints Committee has been set up to look into
complaints relating to sexual harassment. During the year 2024-25, no such complaint has
been received.
Maternity Benefit Act 1961:
The Company has complied with all the provisions of the Maternity Benefit Act, 1961.
General Disclosure:
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
?‚? Issue of equity shares with differential rights as to dividend, voting or
otherwise.
?‚? Issue of shares (including sweat equity shares and ESOS) to Directors and
employees of the Company under any scheme.
?‚? None of Directors of the Company have received any remuneration or
commission from any of its subsidiaries.
?‚? No fraud has been reported by the Auditors to the Audit Committee or the
Board.
?‚? There has been no change in the nature of business of the Company.
?‚? There has been no change in capital structure of the Company.
?‚? The Company has not issued any warrants, debentures, bonds or any
non-convertible securities.
?‚? The Company has not bought back its share
?‚? The Company does not have any scheme of provision of money for the purchase
of its own shares by employees or by trustees for the benefit of employees.
?‚? Statement of deviation or variation in connection with preferential issue.
?‚? The financial statements of the Company were not revised.
?‚? The Company has not failed to implement any corporate action.
?‚? No significant or material orders were passed by the Regulators or Courts or
Tribunals, which impact the
going concern status and Company's operations in future.
?‚? There are no material changes and commitments significantly affecting the
financial position of the Company, which have occurred between the end of the financial
year upto the date of this Annual Report. Further, there are no other development during
the year which can be considered as material.
?‚? There was no application made/ proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
?‚? There was no instance of one-time settlement with any Bank or Financial
Institution.
Appreciation
The Directors wish to convey their deep appreciation to all the customers, vendors,
investors, and consultants/advisors of the Company for their sincere and dedicated
services as well as their collective contribution to the Company's performance. The
Directors thank the Government of India, Governments of various States in India, and
concerned Government departments for their co-operation. The Directors also place on
record their appreciation to all the employees for their commendable contribution at
various levels.
For and on behalf of the Board of Directors
Amrith Anumolu (DIN : 03044661)
Executive Director Chennai
12 th August 2025
R Gowrishanker (DIN : 00104597)
Chairman Chennai
12 th August 2025'
