To the Members of Bhagyanagar India Limited
The Directors have pleasure in presenting the 41st Annual Report of Bhagyanagar India Limited along with the Audited financial statements for the financial year ended 31st March, 2026 together with Auditors Report thereon.
The performance of the Company during the year has been as under:
| Particulars | Standalone Results 2025-26 | Standalone Results 2024-25 | Consolidated Results 2025-26 | Consolidated Results 2024-25 |
| Sales and other Income | 1,086.92 | 918.74 | 2,38,254.34 | 1,63,125.92 |
| EBITDA (operational) | 94.27 | 2.84 | 10,613.74 | 3,702.43 |
| LESS: Depreciation | 233.73 | 233.58 | 738.42 | 706.30 |
| Interest | 36.39 | 19.70 | 3,595.84 | 1,693.88 |
| Profit before Taxation | 323.22 | 210.57 | 6,750.99 | 1,867.66 |
| Provision for Taxation: | ||||
| Current Tax | 106.11 | 68.00 | 1,720.60 | 451.25 |
| Deferred Tax | (3.40) | (3.34) | 13.25 | 14.61 |
| MAT Credit | - | - | - | - |
| Profit after Tax | 220.51 | 145.90 | 5,017.15 | 1,401.81 |
| Surplus brought forward from previous year | 14,038.88 | 13,892.98 | 16,734.99 | 15,333.18 |
| Balance available for appropriation | 14,259.38 | 14,038.88 | 21,752.14 | 16,734.99 |
| Transfer to General Reserves | - | - | - | - |
| Balance c/f to Balance Sheet | 14,259.38 | 14,038.88 | 21,752.14 | 16,734.99 |
During the year 2025-26, the Companys consolidated turnover is increased by 46% as that of previous year. EBITDA (operational) is Rs. 10613.74 lakhs as compared to that of last year Rs 3702.43 Lakhs. PBT increased by 26% as compared to that of last year and PAT increased by 258% as compared to that of previous year.
During the year under review, the Company had incorporated Tiematem Limited as its wholly-owned subsidiary with Authorized and Paid-up Capital of Rupees 1,00,000/- (Rupees One Lakh only) Divided into 50,000/- (Fifty Thousand) equity shares of Face Value of Rupees 2/- (two) each.
As on March 31, 2026, your Company has only 2 (two) wholly owned (100%) subsidiary company viz., Bhagyanagar Copper Private Limited engaged in the manufacture of copper products and Tiematem Limited. There has been no material change in the nature of its business.
In terms of proviso to sub section (3) of Section 129 of the Act, 2013 read with Companies (Accounts) Rules, 2014, the salient features of the financial statement of the subsidiaries and Associates is set out in the prescribed Form AOC-1, which forms part of the annual report.
The Consolidated Financial Statements are 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.
The Consolidated Financial Statements for the financial year ended 31st March, 2026 forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its Subsidiaries on its website www.bhagyanagarindia.com and a copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their request.
The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.
The paid-up Share Capital of the Company as on 31st March, 2026 is Rs. 6,39,90,000 divided into 3,19,95,000 equity shares of Rs. 2/- each.
The Board of Directors of the Company has not recommended for transfer of any amount to the General Reserve for the Financial Year ended 31st March, 2026.
The Board of Directors has not recommended dividend for the financial year 2025-26 to retain the maximum possible cash in the system. The Company is constrained to skip the dividend in view of the proposed expansion plans.
As you are aware, during the year under review, your Company undertook a restructuring exercise by way of a Composite Scheme of Arrangement (Scheme) between itself and its wholly owned subsidiaries, viz., Bhagyanagar Copper Private Limited (BCPL) and Tiaramet Limited (TML), with an objective of streamlining the corporate structure, creation of a new age entity focusing on Extended Producers Responsibility (EPR), Environmental, Social, and Governance (ESG), improving operational efficiency, efficient utilisation of resources, improved access to growth capital and enhancing long-term shareholders value.
The Scheme provides for the merger of Bhagyanagar Copper Private Limited (BCPL) with Bhagyanagar India Limited (BIL) and the subsequent demerger of its copper business into Tiaramet Limited (TML), on a going-concern basis and eventually listing of equity shares of the Resulting Company on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
The Scheme, subsequent to approval / observation(s) from various applicable authorities, such as Board of Directors, creditors and Stock Exchanges and upon requisite compliances has been filed with the Honble National Company Law Tribunal (NCLT), Hyderabad seeking its sanction. As on date of this Report, the matter stands reserved by the Honble NCLT for its disposal.
Subsequent to close of the FY 2026, the Company further strengthened its capital base through a preferential issue of 15,01434 Equity Shares at an issue price of 348 per share, aggregating 52.25 crore, to few select shareholders.
As a matter of update, the said issue has been in-principally approved by both the Stock Exchanges, i.e., National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
The funds raised through the preferential issue will strengthen the Groups financial position and provide additional resources to support its business and growth plans.
The new Equity Shares shall rank pari passu with the existing Equity Shares of the Company and be issued in dematerialised form. The Company has initiated the necessary corporate and regulatory compliances for listing and trading approval of the newly allotted shares on the Stock Exchanges.
The Management Discussion and Analysis Report as required under schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Companys business, internal controls and their adequacy, risk management systems and other material developments during the financial year.
Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report as Annexure-II.
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:
(a) That the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) That 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 31st March, 2026 and of the profit and loss of the company for that period; (c) That 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; (d) That the directors have prepared the annual accounts for the financial year 31st March, 2026 on a going concern basis; (e) That 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 (f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel, Senior Management and other employees of the Company. The details of Nomination and Remuneration Committee and Policy are stated in the Corporate Governance Report.
2021, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure-1 forming part of this Report.
The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31st March, 2026 are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.bhagyanagarindia.com .
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as Annexure-III to this Report.
The Audit Committee, as on 31.03.2026, consists of Independent Directors Smt. Sanjana Jain as Chairman, Shri Chandra Sekhar Agarwal, Shri Venkata Murali Krishna Tripuraneni and the Managing Director, Shri Devendra Surana as Members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and compliance of various Regulations. The Committee also reviews the financial statements before they are placed before the Board.
The recommendations made by the Audit Committee to the Board, from time to time during the year under review, have been accepted by the Board. Other details with respect to the Audit Committee such as its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee, are separately provided in this Annual Report, as a part of the Report on Corporate Governance.
The Annual Return of the Company as on 31st March, 2026 is available on the website of Company at https://bhagyanagarindia.com/investor-relations/annual-return/ .
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure-1 forming part of this Report.
In terms of the requirements under Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy have been covered in the management discussion and analysis, which forms part of this report. At present, the Company has not identified any element of risk which may threaten the existence of the company.
During the year 2025-26, the Company is not covered under the criteria of Section 135(1) of Companies Act, 2013. The Company, however over the years reflects the strong commitment to improve the quality of life of the workforce and their families and also the community and society at large and considers social responsibility as an integral part of its business activities.
During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of performance of all Directors is undertaken annually. The company has implemented a system of evaluating performance of the Board of Directors and of its committees and individual Directors on the basis of a structured questionnaire which comprise evaluation criteria taking into consideration various performance related aspects. The Board of Directors have expressed their satisfaction with the evaluation process.
Shri Venkateswara Rao Nukala (DIN: 10481800), who will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The brief particulars of Directors seeking appointment/re-appointment at this Annual General Meeting are annexed to the Notice.
As on 31st March, 2026, Shri Devendra Surana Managing Directors, Shri N.C. Bhardwaj, Whole-time Director, Shri Surendra Bhutoria, Chief Financial Officer and Compliance Officer Mr. Sanjay Singh Rathore, Company Secretary are the Key Managerial Personnel (KMPs) of the Company as per the provisions of Companies Act, 2013.
During the financial year under review, 10 [Ten] Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.
The Company has not accepted any deposits in terms of Section 73 or 76 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
The Companys equity shares are listed on the following Stock Exchanges:
(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India; and (ii) National Stock Exchange of India Ltd, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India.
The Company has paid the annual listing fees to the said stock exchanges for the financial year 2026-27.
The Statutory Auditors Report for the Financial year 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors under sub-section (12) of Section 143 of the Act.
M/s. Luharuka & Associates, Chartered Accountants, Hyderabad (Registration No. O01882S) were Re-appointed as the Statutory Auditors of the Company in the 37th Annual General Meeting, who shall hold office till the conclusion of the 42nd Annual General Meeting to be held in the year 2027. The independence of the external auditors is effectively maintained by the Company.
The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Sekhar & Co., Chartered Accountants as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis to the Audit Committee and Board of Directors.
The Board of Directors of the Company has re-appointed M/s. Sekhar & Co., Chartered Accountants as Internal Auditors to conduct Internal Audit for the financial year ended 31st March, 2027.
The Company has maintained cost records as specified by Central Government under Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.
M/s Lavanya & Associates LLP, Cost Accountants, Hyderabad, has been appointed by the Board, on recommendations of Audit Committee, as Cost Auditor for conducting audit of the cost accounts maintained by the Company relating to Base Metals and Electricity for the financial year 2025-26.
The Cost Auditors Report of financial year 2025-26 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mrs. Rakhi Agarwal, Company Secretary in Practice, Hyderabad, as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the period commencing from 2025-26 to 2029-30.
The Report of the Secretarial Auditor for the financial year 2025-26 is annexed to this report as Annexure-IV.
There were no qualifications, reservation or adverse remark or disclaimer made by the Secretarial Auditor in its report.
The Secretarial Audit of Bhagyanagar Copper Private Limited (BCPL), a material subsidiary of the Company was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year 2025-26. The Secretarial Audit Report of BCPL submitted by Mrs. Rakhi Agarwal, Company Secretary in Practice, does not contain any qualification, reservation or adverse remark or disclaimer.
The Report of the Secretarial Auditor of Bhagyanagar Copper Private Limited for the financial year 2025-26 is annexed to this report as Annexure-IV. B.
The Company has undertaken an audit for the financial year 2025-26 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mrs. Rakhi Agarwal, Company Secretary in Practice has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year and is annexed at Annexure-V to this Boards Report.
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as per the requirements of SEBI [Listing Obligations and Disclosure Requirements], Regulations, 2015.
A separate report on corporate governance practices followed by the Company together with a Certificate from the Companys Auditors confirming compliances forms an integral part of this Report.
The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.
A. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as follows:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;
| Name of the Director | Ratio to Median Remuneration |
| Shri Devendra Surana, MD | 5.56 |
| Shri N.C. Bhardwaj, WTD | 0.53 |
(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
| Name of Person | % increase in remuneration |
| Shri Devendra Surana, MD | 0.00 |
| Shri N.C. Bhardwaj, WTD | (53.17) |
| Shri Surendra Bhutoria, CFO | 13.30 |
| Shri Sanjay Singh Rathore | 0.00 |
(iii) The percentage decreased in the median remuneration of employees in the financial year: 10.88%
(iv) The number of permanent employees on the rolls of company as on 31st March, 2026: 4
(iv) The number of permanent employees on the rolls of company as on 31st March, 2026: 4
(v) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; The average increase in salaries of employees other than managerial personnel in 2025-26 was 21.71%. Percentage increase in the managerial remuneration for the year was 8.36%.
The average increase in salaries of employees other than managerial personnel in 2025-26 was 21.71%. Percentage increase in the managerial remuneration for the year was 8.36%.
(v) Affirmation that the remuneration is as per the remuneration policy of the company - Yes.
B. In terms of the provisions 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 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 said Annexure is open for inspection at the registered office of your Company. Any member interested in obtaining copy of the same may write to Company Secretary.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditors team carries out extensive audit and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
A. The Income Tax assessment of the Company, Bhagyanagar Copper Private Limited, for the Assessment Year 2021-22, which was completed on December 30, 2022, resulting in a demand of Rs. 6622.17 Lacs, has
been fully disposed in favor of the Company vide order dated 10.11.2025. The Commissioner of Income Tax (Appeals) has allowed the appeal filed by the Company and dropped the said proceedings, thereby confirming that no liability arises on the Company on account of the aforesaid demand.
B. The company had received a GST demand order of Rs. 10335.12 lacs (including penalty of Rs. 5168.06 Lacs) during FY 2024-2025 from the office of the Additional Commissioner of Central Tax, Secunderabad, Hyderabad under the Central Goods and Services Tax Act, 2017 on the contention that the company has availed inadmissible ITC. Based on the assessment of facts and prevailing law, the company is of the view that the demand order levied is arbitrary and unjustified. The company had deposited an amount of Rs. 800 lakhs with the GST Department under protest, which continues to be shown in these financial statements under the head Current Assets. and the appeal proceedings are on. Further, as per the management decision based on legal experts opinion there is fair chance of succeeding in the matter and hence the provision of the same has not been accounted in the books of account.
C. A Show Cause Notice No. 06/2026-27 GST dated 26.05.2026 has been issued by the DGGl Authority proposing a tax liability of Rs. 17.50 Crores on the Company along with interest as well as on its Managing Director, Shri Devendra Surana, under the applicable provisions of the Central Goods and Services Tax Act, 2017 and the rules framed thereunder. The Company has paid an amount of Rs. 17.50 Crores towards the tax liability under protest. The company will be filing reply to the Show Cause Notice before the appropriate Authority within the prescribed timelines. There is no impact on financial, operation or other activities of the company due to this Show Cause Notice. We believe that the facts and legal precedents are in our favour.
During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before National Company Law Tribunal.
No disclosure or reporting is required in respect of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions, as the Company had not made any one time settlement with any bank or financial institution during the year.
The industrial relations of the Company continued to be harmonious during the year under review.
Your Company continues to hold ISO 9001-2015 Certification by meeting all the requirements of Certification from time to time.
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. During the period under review, no complaints were received by the ICC.
Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.
The Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.
For and on behalf of the Board of Directors BHAGYANAGAR INDIA LIMITED
NARESH CHAND BHARDWAJ WHOLE TIME DIRECTOR DIN:08761949
DEVENDRA SURANA MANAGING DIRECTOR DIN:00077296
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