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Bigbloc Construction Limited — AGM Information 2025
Sep 5, 2025
61269_rns_2025-09-05_c19ed489-ea14-4d9a-9a3c-7495c4e0dd70.pdf
AGM Information
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5[th ] September, 2025
To, To, BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, BLOCK G, Dalal Street, Fort, Bandra-Kurla Complex, Bandra (E) Mumbai - 400001 Mumbai - 400051 Script Code: 540061 Symbol: BIGBLOC ISIN :INE412U01025 ISIN : INE412U01025
Dear Sir/Madam,
Subject: Notice of 10[th] Annual General Meeting (“AGM”) of Bigbloc Construction Limited (“the Company”) for the Financial Year 2024-2025
As required under Regulation 30 and Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we herewith submit the Notice convening the 10[th] Annual General Meeting ("AGM") of Bigbloc Construction Limited scheduled to be held on Tuesday, 30[th] September, 2025 at 12.00 P.M. (IST) through Video Conferencing / Other Audio Visual Means in accordance with relevant circulars issued by the Ministry of Corporate Affairs and Securities Exchange Board of India.
You are requested to take the above information on record.
Thanking You Yours Faithfully, For BIGBLOC CONSTRUCTION LIMITED
MOHIT Digitally signed by MOHIT NARAYAN NARAYAN SABOO Date: 2025.09.05 SABOO 18:08:21 +05'30' Mohit Narayan Saboo Director & Chief Financial Officer DIN: 02357431
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Encl.: Notice of 10[th] Annual General Meeting
43
BigBloc Construction Limited / Annual Report 2024-25
Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
NOTICE is hereby given that the Tenth Annual General Meeting of the members of BIGBLOC CONSTRUCTION LIMITED will be held on Tuesday, 30[th] September, 2025, at 12.00 P.M. IST through Video conferencing (“VC”/Other Audio Visual Means (“OAVM”) facility, deemed to be held at the Registered Office of the Company at Office No. 908, Rajhans Montessa, Dumas Road, Magdalla, Surat -395007, to transact the following business:
Who We Are
Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements
Standalone Financial Statements Consolidated Financial Statements
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31[st] March 2025, together with the Report of Board of Directors’ and Auditors’ thereon.
2. To appoint a Director in the place of Mr. Naresh Sitaram Saboo (DIN: 00223350), who retire by rotation in terms of Section 152(6) of Companies Act, 2013 and being eligible, offers himself for re-appointment.
3. To appoint M/s. Rajendra Sharma & Associates, Chartered Accountants (Firm Registration number: 108390W) as the Statutory Auditors of the Company.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules framed thereunder as amended from time to time (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on the recommendation of Audit Committee and the Board of Directors, M/s. Rajendra Sharma & Associates, Chartered Accountants (Firm Registration Number: 108390W) be and are hereby appointed as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 10[th] Annual General Meeting (AGM) until the conclusion of the 15[th] AGM of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors.
RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”
SPECIAL BUSINESS:
4. To authorize the Board of Director for giving loan or guarantee or providing security in connection with loan availed by any of the Company’s subsidiary(ies) or any other person specified under section 185 of the companies act, 2013.
The Members are requested to consider and, if thought fit, to pass the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), consent of the Members of the Company, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include, unless the context otherwise required, any Committee of the Board or any Director(s) or Officer(s) authorised by the Board to exercise the powers conferred on the Board under this resolution) for giving loan(s) in one or more tranches including loan represented by way of book debt (the “Loan”) to, and/or giving of guarantee(s), and/or providing of security(ies) in connection with any Loan taken/to be taken by any entity which is a Subsidiary or Associate or Joint Venture or group entity of the Company or any other person in which any of the Director of the Company is deemed to be interested (collectively referred to as the “Entities”), up to a sum not exceeding ` 300 Crores [Rupees Three Hundred Crores Only] at any point in time, in its absolute discretion deem beneficial and in the best interest of the Company.
RESOLVED FURTHER THAT the powers be delegated to the Board of the Company and the Board is hereby authorised to negotiate, finalise, agree the terms and conditions of the aforesaid loan/guarantee/security and to do all such acts, deeds and things as may be necessary and incidental including signing and/or execution of any deeds/documents/ undertakings/agreements/papers/writings for giving effect to this Resolution.”
5. To consider and approve the appointment of Secretarial Auditors.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) read with applicable provisions of the Companies Act, 2013, each as amended, and based on the recommendation(s) of the Audit Committee and the Board of Directors of the Company (‘Board’), M/s. Dhirren R Dave & Co. , Practicing Company Secretaries having firm registration number P1996GJ002900, be and is hereby appointed as the Secretarial Auditors of the Company for a period of five years to hold office from the conclusion of this Annual General Meeting till the conclusion of the 15[th] Annual General Meeting of the Company to be held in the year 2030, to conduct Secretarial Audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations, for
44
BigBloc Construction Limited / Annual Report 2024-25
Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
the period beginning from the Financial Year 2025-26 through the Financial Year 2029-30, at such remuneration as may be mutually agreed upon between the Board, based on the recommendation(s) of the Audit Committee, and the Secretarial Auditors of the Company.
RESOLVED FURTHER THAT the Board and/or any person authorised by the Board, be and is hereby authorised, severally, to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things, as may be considered necessary, desirable and expedient to give effect to this Resolution and/or 7. otherwise considered by them to be in the best interest of the Company.”
6. To Consider and Approve re-appointment and remuneration of Mr. Naresh Sitaram Saboo (DIN: 00223350) as Managing Director of the Company.
To consider and if thought fit to pass, with or without modification, the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the rules made there under, as amended from time to time, read with Schedule V to the Act, and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, the consent of the Members of the Company be and is hereby accorded to re-appoint Mr. Naresh Sitaram Saboo as Managing Director of the Company for a period of 3 years with effect from 1.10.2025, upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this meeting with liberty to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary terms and conditions of the said appointment in such manner as may be agreed to between the Board and Mr. Naresh Sitaram Saboo.
RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”
To Consider and Approve re-appointment and remuneration of Mr. Mohit Narayan Saboo (DIN: 02357431) as Executive Director of the Company.
To consider and if thought fit to pass, with or without modification, the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the rules made there under, as amended from time to time, read with Schedule V to the Act, and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/ board, if any, the consent of the Members of the Company be and is hereby accorded to reappoint Mr. Mohit Narayan Saboo (DIN: 02357431) as Executive Director of the Company for a period of 3 years with effect from 1.10.2025, upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this meeting with liberty to the Board of Directors of the Company (hereinafter referred to as “the Board” (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary terms and conditions of the said appointment in such manner as may be agreed to between the Board and Mr. Mohit Narayan Saboo.
RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”
Financial Statements
Standalone Financial Statements Consolidated Financial Statements
45
BigBloc Construction Limited / Annual Report 2024-25
Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
8. To consider and approve the payment of remuneration to Mr. Narayan Sitaram Saboo, Non-Executive Director of the Company.
To consider and, if though fit, to pass, with or without modification(s), the following resolution, for payment of remuneration to Mr. Narayan Sitaram Saboo, Non-Executive Director, as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 197, Schedule V and other applicable provisions of the Companies Act, 2013 and Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification or re-enactment thereof for the time being in force, consent of the Company be and is hereby accorded to the remuneration of Mr. Narayan Sitaram Saboo (DIN 00223324), Non-Executive Director (Chairman) of the Company, subject to the same not exceeding the limits as approved by the shareholders, in such manner as the Board may deem fit and agreed to by Mr. Narayan Sitaram Saboo (DIN 00223324).
RESOLVED FURTHER THAT where in any financial year, the Company has no profits or its profits are inadequate, the said remuneration shall be paid as minimum remuneration for the period.”
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and writings as may be considered necessary, appropriate, expedite or desirable to give effect to the aforesaid resolutions.”
9. To Reappoint Ms. Samiksha Nandwani (DIN: 08815491) as an Independent Director of the Company.
To consider and if thought fit, to pass the following Resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”), and the Companies (Appointment and Qualifications of Directors) Rules, 2014 read and Regulation 25(2A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”) [including any statutory modification(s)/amendment(s)/re-enactment(s) thereto], and the Articles of Association of the Company and on the basis of the recommendation and approval of Nomination and Remuneration Committee and the Board of Directors of the
Company respectively, approval of the Members of the Company be and is hereby accorded to the re-appointment of Ms. Samiksha Nandwani (DIN: 08815491), who was appointed as an Independent Director of the Company for a term of 5 (Five) consecutive years commencing from 7[th] August, 2020 and who being eligible for re-appointment as an Independent Director has given her consent along with a declaration that she meets the criteria of Independence as provided under the Act and the SEBI Listing Regulations, 2015 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director, as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company commencing from 07[th] August, 2025 up to 6[th] August, 2030 (both days inclusive).
RESOLVED FURTHER THAT any one of the Directors of the Company and Company Secretary be and are hereby severally authorised to do all the things and deeds as may be necessary including to file requisite forms with the Ministry of Corporate Affairs/Registrar of Companies, Gujarat, for and on behalf of the Company.”
10. To Appoint Mr. Saurabh Gupta (DIN: 01368353) as an Independent Director of the Company.
To consider and if thought fit, to pass the following Resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable Rules, if any (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, Mr. Saurabh Gupta (DIN: 01368353), who was appointed as an Additional Director (Independent) of the Company, with effect from 22[nd] August, 2025, and who holds office upto the date of this Annual General Meeting, being eligible and fulfilling the criteria of independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five consecutive years with effect from 22[nd] August, 2025.
Financial Statements Standalone Financial Statements Consolidated Financial Statements
46
BigBloc Construction Limited / Annual Report 2024-25
Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team
RESOLVED FURTHER THAT the Board of Directors of the Company or any duly constituted Committee of the Board be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary or expedient to give effect to this resolution.”
11. To consider and approve the Material Related Party Transaction(s) for the FY 202526 with (a) Starbigbloc Building Material Limited and (b) SIAM Cement Big Bloc Construction Technologies Private Limited.
To consider and if thought fit, to pass with or without modification(s), the following Resolution as Ordinary Resolution :
“ RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable provisions of the Companies Act 2013 read with rules made thereunder, other applicable laws, if any, (including any statutory modification thereof, for the time being in force), the Corporation’s Related Party Transaction Policy and subject to such other
laws, rules and regulations as may be applicable in this regard and basis the approval and recommendation of the Audit Committee, the approval of the Members of the Corporation be and is hereby accorded to enter into and/or continue the related party transactions, agreements, and arrangements with (a) STARBIGBLOC BUILDING MATERIAL LIMITED and (b) SIAM CEMENT BIG BLOC CONSTRUCTION TECHNOLOGIES PRIVATE LIMITED on the terms and up to such value as mentioned in the explanatory statement to this resolution, for the financial year 2025-26.
RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee thereof) be and is hereby authorized to do all such acts, deeds and actions as it may, in its absolute discretion, consider necessary, expedient, usual, proper or incidental for giving effect to this Resolution; to finalize the terms and conditions of the transactions, agreements; to delegate all or any of its powers conferred under this resolution to any Director, any officer or employee of the Company.”
For and on behalf of the Board of Bigbloc Construction Limited
Sd/- Narayan Sitaram Saboo Place: Surat Chairman Date: 22.08.2025 DIN: 0223324
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
47
BigBloc Construction Limited / Annual Report 2024-25
Notes:
Strategic Review
Laying the Foundation Laying the Foundation Laying the Foundation undation of Leadershipof Leadership of Leadership
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Laying the Foundation Laying the Foundation Laying the Foundation undation 1. Pursuant to the General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] of Leadershipof Leadership April, 2020, 20/2020 dated 5[th] May, 2020, 02/2021 dated 13[th] January, 2021, 19/2021 dated Who We Are 8[th] December, 2021, 21/2021 dated 14[th] December, 2021, 02/2022 dated 5[th] May, 2022, Our Evolution 10/2022 dated 28[th] December, 2022, 09/2023 dated 25[th] September, 2023 and 09/2024 Manufacturing Facilities dated 19[th] September, 2024 issued by the Ministry of Corporate Affairs (“MCA”) and SEBI What We Offer Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11[th] July, 2023 and Trusted Clients Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 issued by Securities and Exchange Board of India (“SEBI”) (hereinafter collectively referred to as the
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Milestone Projects “Circulars”), companies are allowed to hold the Annual General Meeting (“AGM”) through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”), without the physical
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Strategic Focus in a Laying the Foundation presence of the members at a common venue. Hence, in compliance with the Circulars, the Changing Landscapeof Leadership AGM of the Company will be held through VC/OAVM. The registered office of the Company Brand Insights hts shall be deemed to be the venue for the AGM.
Adroit Corporate Services Private Limited
Address: 19/20, Jafferbhoy, Industrial Estate, 1[st] Floor, Makwana Road, Marol Naka, Andheri, Mumbai-400059, India Ph: +91-022-28596060/28594060, E-mail: [email protected]
Shareholders holding shares in dematerialized form, are requested to register/update their email addresses with the Depository Participants with whom the demat account is maintained. The Notice of the 10[th] AGM and the Annual Report for the year 2024-25 including therein the Audited Financial Statements for the year 2024-25, will be available on the website of the Company at www.bigbloc.in and the website of stock exchanges at BSE Limited www. bseindia.com and National Stock Exchanges of India Limited. at www.nseindia.com. The Notice of 10[th] AGM and the Annual Report will also be available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
- An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 which sets 7. out details relating to special business to be transacted at the AGM is annexed hereto.
The Annual Report along with Notice of AGM will be sent to the members, whose names appear in the Register of Members/depositories as at close of business hours on Friday, 29[th] August, 2025.
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Resilient Performance, Laying the Foundation 3. Since this AGM is being held through VC/OAVM, pursuant to the Circulars, physical attendance Responsible Executionof Leadership of the members has been dispensed with. Accordingly, the facility for appointment of proxies 8. by the members will not be available for the AGM. Hence the Proxy Form, Attendance Slip
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Letter to Shareholders and Route Map are not annexed to this Notice.
All documents referred to in the Notice will be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to 15[th] September, 2025 Members seeking to inspect such documents can send an email to compliancesecretary@ nxtbloc.in.
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Letter to Shareholders and Route Map are not annexed to this Notice. Key Performance Indicators Sustainability Focus 4. Details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Executive Leadership Team Requirements) Regulations, 2015 (“Listing Regulations”) and in terms of Secretarial Standard - 2 in respect of the Directors seeking appointment/re-appointment at the 10[th] AGM are annexed hereto as Annexure-I to the Notice which forms part of the Explanatory Statement. The Company has received relevant disclosure/consent from the Directors seeking
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Statutory Reports appointment/re-appointment.
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The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 (“Act”) and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM.
Management Discussion and Analysis Corporate Informationporate Informationorate Information
- Pursuant to Section 91 of the Act and Regulation 42 of the Listing Regulations, the Register of Members and the Share Transfer books of the Company will remain closed from Wednesday, 24-09-2025 to Tuesday, 30-09-2025 (both days inclusive) for the purpose of 10[th] AGM of the Company.
Corporate Informationporate Informationorate Information 5. In terms of the aforesaid MCA Circulars, SEBI Circular nos. SEBI/HO/CFD/CMD2/
Notice CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated Directors’ Report January 5, 2023, the Company has sent the Annual Report and the Notice of AGM only Business Responsibility & Sustainability in electronic form to the registered email addresses of the shareholders. Therefore, those
Report (BRSR) shareholders who have not yet registered their email addresses are requested to get their
Corporate Governance Report email addresses registered by following the procedure given below: a. Shareholders holding shares in physical form, are requested to register/update their email addresses by submitting physical copy of Form ISR-1 to the RTA along with Financial Statements relevant documents at below mentioned address: Standalone Financial Statements Consolidated Financial Statements
- Cut-off Date: The Company has fixed Tuesday, 23-09-2025 as the Cut-off Date for remote e-voting. The remote e-voting/voting rights of the shareholders/beneficial owners shall be reckoned on the equity shares held by them as at close of business hours on the Cut-off Date i.e. Tuesday, 23-09-2025, only. A person who is not a Member as on the Cut-off Date should treat this Notice for information purposes only.
48
BigBloc Construction Limited / Annual Report 2024-25
Notes:
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
- The voting rights of the Members shall be in proportion to the paid-up value of their shares in the equity capital of the Company as on the Cut- off Date, being Tuesday, 23-09-2025.
Who We Are Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
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The Company has designated the Company Secretary and Compliance Officer of the Company to address the grievances connected with the voting by electronic means. The Members can reach Company official at +91-0261-2463262-63 or compliancesecretary.nxtbloc.in .
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The Board of Directors has appointed M/s. Dhirren R. Dave & Co. Company Secretaries, Surat, as Scrutinizer to scrutinize the remote e-voting process and voting through electronic voting system at the AGM in a fair and transparent manner.
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
- The Scrutinizer shall, after conclusion of voting at the AGM, first download the votes cast at the
Brand Insights meeting and thereafter unblock the votes cast through remote and e-voting in the presence Strategic Partnership of at least 2 (two) witnesses not in the employment of the Company and shall within two Our Empowering Advantages working days of conclusion of the AGM, submit a Consolidated Scrutinizer’s Report of the total Growth Blueprint votes cast in favour or against, if any, to the Chairman or any KMPs of the Company who shall countersign the same and declare the results of voting forthwith.
Resilient Performance, Laying the Foundation Responsible Executionof Leadership 16.
- The resolutions will be deemed to be passed on the AGM date subject to receipt of the
Letter to Shareholders requisite number of votes in favour of the resolutions. The results shall be declared within two working days of conclusion of the Annual General Meeting of the Company. The results
Key Performance Indicators along with Scrutiniser’s Report shall be placed on the website of the Company www.bigbloc.
Sustainability Focus in, website of NSDL www.evoting.nsdl.com and by filing with the Stock Exchanges. It shall also
Executive Leadership Team be displayed on the Notice Board at the Registered Office of the Company.
- Members are requested to note that under Section 124 of the Act read with Investor Education
Statutory Reports and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Management Discussion and Analysis Rules’), the amount of dividend remaining unpaid or unclaimed for a period of seven years Corporate Information from the date of transfer to Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund (‘IEPF’) constituted by the Central Government of Notice India. Further, all shares in respect of which dividends remain unclaimed/unpaid for seven
Directors’ Report consecutive years or more, are also required to be transferred to designated Demat Account Business Responsibility & Sustainability Report (BRSR) of the IEPF Authority. All the shareholders who have not claimed/encashed their dividends Corporate Governance Report in the last seven consecutive years from FY 2018-19 and onwards are requested to claim the same. The concerned members are requested to verify the details of their unclaimed amounts, if any, from the website of the Company and write to the Company’s Registrar before the same becoming due for transfer to the IEPF.
| Standalone Financial Statements Consolidated Financial Statements Financial Statements |
18. In respect of the physical shareholding, in order to prevent fraudulent transactions, members are advised to exercise due diligence and notify the Registrar of any change in their addresses, telephone numbers, e-mail ids, nominees or joint holders, as the case may be. The Securities |
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and Exchange Board of India (‘SEBI’) has mandated submission of Permanent Account Number (‘PAN’) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to submit their PAN details to the Registrar.
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Pursuant to the Listing Regulations, shares of a listed entity can only be transferred in demat form w.e.f. April 1, 2019 except in cases of transmission or transposition. Therefore, shareholders are encouraged in their own interest to dematerialize their shareholding to avoid hassle in transfer of shares and eliminate risks associated with physical shares. Members can write to the Registrar in this regard.
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Information in respect of unclaimed dividend pertaining to the subsequent financial years when due for transfer to the said fund is given below:
| Financial Year Date of declaration of Dividend Unclaimed amount as on 31st March, 2025 |
Date of Transfer to Unpaid Dividend Account Proposed date for transfer to IEPF |
|---|---|
| 2017-2018 (Final Dividend) 28/09/2018 `14,800.25 |
03/11/2018 04/11/2025 |
| 2019-2020 (Final Dividend) 18/09/2020 `16,250.50 |
22/10/2020 23/10/2027 |
| 2020-2021 (Final Dividend) 27/09/2021 `18,487.50 |
02/11/2021 03/11/2028 |
| 2021-2022 (Interim Dividend) 24/01/2022 `38,717.30 |
01/03/2022 02/03/2029 |
| 2021-2022 (Final Dividend) 30/09/2022 `43,465.80 |
02/11/2022 03/11/2029 |
| 2022-2023 (Final Dividend) 25/09/2023 `69,916.60 |
01/11/2023 02/11/2030 |
| 2023-2024 (Interim Dividend) 31/10/2023 `38,531.60 |
07/12/2023 08/12/2030 |
| 2023-2024 (Second Interim Dividend) 23/01/2024 `34,304.40 |
22/02/2024 23/02/2031 |
| 2023-2024(Final Dividend) 29/08/2024 `1,07,932.80 |
28/09/2024 29/09/2031 |
- Since the AGM will be held through VC, the facility to appoint proxy to attend and cast vote for the members is not available for the AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and cast their votes through e-voting. Therefore, the route map, proxy form and attendance slip are not annexed to this Notice.
49
BigBloc Construction Limited / Annual Report 2024-25
Notes:
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
-
The SEBI vide its circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue the securities in dematerialized form ONLY while processing the following service request:
-
i. Issue of duplicate securities certificate;
-
ii. Claim from Unclaimed Suspense Account;
-
iii. Renewal/Exchange of securities certificate;
The Members attending the AGM, who have not cast their votes through remote e-voting, shall be able to exercise their voting rights at the AGM. The Members who have already cast their votes through remote e-voting may attend the meeting but shall not be entitled to cast their votes again at the AGM.
The Members desirous of voting through remote e-voting are requested to refer to the detailed procedure given hereinafter. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently.
- iv. Endorsement;
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
-
v. Sub-division/Splitting of securities certificate;
-
vi. Consolidation of securities certificates/folios;
-
vii. Transmission;
-
viii. Transposition.
-
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, shares of a listed entity can only be transferred in demat form. Therefore, shareholders are encouraged in their own interest to dematerialize their shareholding to avoid hassle in transfer of shares and eliminate risks associated with physical shares. Members can write to the Registrar in this regard.
Law provides voting rights to all members proportionate to their holding in the Company. Bigbloc Construction Limited encourages the members to exercise their voting rights and actively participate in the decision-making process.
25. Remote E-Voting:
Pursuant to Section 108 of the Act, rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company is pleased to provide the facility of voting by electronic means viz. ‘remote e-voting’ (e-voting from a place other than venue of the AGM) through CDSL, for all Members of the Company to enable them to cast their votes electronically, on the resolutions mentioned in the Notice of 10[th] AGM of the Company. The remote e-voting period begins on Saturday, 27-09-2025, at 9:00 A.M. and ends on Monday, 29-09-2025, on 5:00 P.M.(IST).
During this period, Members of the Company, holding shares either in physical form or in dematerialized form as on the Cut-off Date i.e. Tuesday, 23-09-2025, may cast their votes electronically. The remote e-voting module shall be disabled after 5:00 p.m. (IST) on Tuesday, 23-09-2025. The facility for electronic voting system, shall also be made available at the 10[th] AGM.
-
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
-
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
-
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
-
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at NXTBLOC.IN. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
50
BigBloc Construction Limited / Annual Report 2024-25
Notes:
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:
The remote e-voting period begins on Saturday, 27-09-2025 at 09:00 A.M. and ends Monday, 2909-2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/Beneficial Owners as on the cutoff date i.e. Tuesday, 23-09-2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, 23-09-2025.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method | Login Method | |
|---|---|---|---|
| Individual Shareholders | 1. | ExistingIDeASuser can visit the e-Services website of | |
| holding securities in demat | NSDL Viz.https://eservices.nsdl.comeither on a Personal | ||
| mode withNSDL | Computer or on a mobile. On the e-Services home page | ||
| click on the“Beneficial Owner”icon under“Login” | |||
| which is available under ‘IDeAS’ section , this will prompt | |||
| you to enter your existing User ID and Password. After | |||
| successful authentication, you will be able to see e-Voting | |||
| services under Value added services. Click on“Access to | |||
| e-Voting”under e-Voting services and you will be able to | |||
| see e-Voting page. Click on company name ore-Voting | |||
| service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the |
|||
| remote e-Voting period or joining virtual meeting & voting | |||
| duringthe meeting. |
Type of shareholders
Login Method
-
If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
-
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
-
Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
==> picture [200 x 79] intentionally omitted <==
51
BigBloc Construction Limited / Annual Report 2024-25
Notes:
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Type of shareholders
Individual Shareholders holding securities in demat mode with CDSL
Login Method
-
Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi/Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
-
After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
-
If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
-
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Type of shareholders
Login Method
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants
Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details | |
|---|---|---|
| Individual Shareholders holding securities in demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at 022 - 4886 7000 |
|
| Individual Shareholders | Members facing any technical issue in login can contact CDSL | |
| holding securities in demat | helpdesk by sending a request athelpdesk.evoting@cdslindia. | |
| mode withCDSL | comor contact at toll free no. 1800 22 55 33 |
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
-
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com either on a Personal Computer or on a mobile.
-
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
Financial Statements
Standalone Financial Statements Consolidated Financial Statements
- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
52
BigBloc Construction Limited / Annual Report 2024-25
Notes:
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:// eservices.nsdl.com with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below:
Manner of holding shares i.e. Your User ID is: Demat (NSDL or CDSL) or Physical
-
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID demat account with NSDL. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
-
b) For Members who hold shares in 16 Digit Beneficiary ID demat account with CDSL.
- For example if your Beneficiary ID is 12************** then your user ID is 12**************. -
c) For Members holding shares in EVEN Number (136359) followed by Folio Physical Form. Number registered with the company For example if folio number is 001 and EVEN is 136359 then user ID is 136359001.
-
Password details for shareholders other than Individual shareholders are given below:
-
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
-
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
-
c) How to retrieve your ‘initial password’?
-
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
-
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .
-
-
If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
-
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
-
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
-
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
-
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
-
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
-
Now, you will have to click on “Login” button.
-
After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
-
After successful login at Step 1, you will be able to see all the companies “EVEN” (136359) in which you are holding shares and whose voting cycle and General Meeting is in active status.
-
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
-
Now you are ready for e-Voting as the Voting page opens.
-
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
53
BigBloc Construction Limited / Annual Report 2024-25
Notes:
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
-
Upon confirmation, the message “Vote cast successfully” will be displayed.
-
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Who We Are
Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
- Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to evoting@nsdl. com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-Voting” tab in their login.
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting. nsdl.com or call on.: 022 - 4886 7000 or send a request to Pallavi Mhatre (Senior Manager) at [email protected]
Statutory Reports
- Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned
Business Responsibility & Sustainability copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card),
Report (BRSR) AADHAR (self attested scanned copy of Aadhar Card) by email to compliancesecretary@ Corporate Governance Report nxtbloc.in.
-
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
-
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
-
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:
-
The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
-
Only those Members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
-
Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
-
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
Financial Statements
Standalone Financial Statements Consolidated Financial Statements
54
BigBloc Construction Limited / Annual Report 2024-25
Notes:
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
-
Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN (136359) of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
-
Members are encouraged to join the Meeting through Laptops for better experience.
-
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
-
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
-
Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered E-mail Id mentioning their name, DP ID and Client ID/Folio No., PAN, Mobile No. to the Company at [email protected] in from 15.09.2025 to 25.09.2025. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. Further, Members who would like to have their questions/queries responded to during the AGM, are requested to send such questions/queries in advance within the aforesaid date, by following similar process as mentioned above. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM.
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements
Standalone Financial Statements Consolidated Financial Statements
55
BigBloc Construction Limited / Annual Report 2024-25
Annexure to the Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution
Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
Explanatory statement setting out material facts under Section 102 of the Companies Act, 2013
capital requirements including purchase of fixed assets as may be required from time to time for the expansion of its business activities and other matters connected and incidental thereon for their principal business activities.
ITEM NO. 3: TO APPOINT STATUTORY AUDITORS OF THE COMPANY
The Members of the Company at the 5[th] Annual General Meeting of the Company held on Friday, 18[th] September, 2020 had approved the re-appointment of M/s. RKM & Co., Chartered Accountants (Firm Registration No. 108553W) as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of said AGM till the conclusion of the 10[th] AGM. They will complete their two consecutive terms as Statutory Auditors of the Company on conclusion of this AGM. The Board of Directors of the Company (the Board), at its meeting held on 30[th] May, 2025, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company, appointment of M/s. Rajendra Sharma & Associates, Chartered Accountants (Firm Registration number:108390W) as Statutory Auditors of the Company in place of M/s. RKM & Co. The proposed appointment is for a term of 5 (five) consecutive years from the conclusion of 10[th] AGM till the conclusion of the 15[th] AGM on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time. The proposed remuneration to be paid to the Auditors for the FY 2025-26 is 3.75 Lakhs for Statutory Audit and 1.10 Lakhs for Tax Audit. The said remuneration excludes applicable taxes and out of pocket expenses. The Company has received written consent from M/s. Rajendra Sharma & Associates and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Rajendra Sharma & Associates, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI. None of the Directors or other Key Managerial Personnel and their relatives, are concerned or interested (financially or otherwise) in this Resolution. The Board recommends the Ordinary Resolution set out at Item No. 03 for the approval of Members.
The Members may note that Board of Directors would carefully evaluate proposals and provide such loan, guarantee or security through deployment of funds out of internal resources/accruals and/or any other appropriate sources, from time to time, only for principal business activities of such Entities. The Board of Directors recommend the resolution given in this Notice for your approval as a Special Resolution.
None of the Directors, Key Managerial Personnel of the Company or any of their relatives, are concerned or interested in the above proposed resolution, except to their equity holdings and Directorships in the Company, if any.
ITEM NO. 05: APPOINTMENT OF SECRETARIAL AUDITORS PURSUANT TO REGULATION 24A OF LISTING REGULATIONS, AS AMENDED VIDE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (THIRD AMENDMENT) REGULATIONS, 2024 (AMENDMENT), THE APPOINTMENT OF SECRETARIAL AUDITORS:
The Board of Directors at its meeting held on 30[th] May, 2025, based on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. Dhirren R Dave & Co., Practicing Company Secretaries having UIN: P1996GJ002900, as the Secretarial Auditors of the Company to hold office for a term of 5 (five) years commencing from financial year 2025-26 till the financial year 2029-30. M/s. Dhirren R Dave & Co., Practicing Company Secretaries have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment, if made, would be within the prescribed limits under the Act and rules framed thereunder and SEBI Listing Regulations, 2015. Pursuant to the provisions of Regulation 24A(1) (1A) of the SEBI Listing Regulations, 2015, M/s. Dhirren R Dave & Co., Practicing Company Secretaries have confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company.
ITEM NO. 4: TO AUTHORIZE THE BOARD OF DIRECTOR FOR GIVING LOAN OR GUARANTEE OR PROVIDING SECURITY IN CONNECTION WITH LOAN AVAILED BY ANY OF THE COMPANY’S SUBSIDIARY(IES) OR ANY OTHER PERSON SPECIFIED UNDER SECTION 185 OF THE COMPANIES ACT, 2013
The Company may have to render support for the business requirements of its Subsidiary Companies or Associate or Joint Venture or group entity or any other person in whom any of the Director of the Company is deemed to be interested (collectively referred to as the “Entities”), from time to time. However, owing to certain restrictive provisions contained in Section 185 of the Companies Act, 2013 (‘the Act’), the Company was unable to extend financial assistance by way of loan to such Entities. The Board of Directors seek consent of the Members by way of a Special Resolution pursuant to Section 185 of the Act, 2013 as amended for making loan(s) or providing financial assistance or providing guarantee or securities in connection with the loans taken or to be taken by the Entities for the capital expenditure of the projects and/or working
Proposed Fee: The proposed fee to the Secretarial Auditors as determined by the Board in consultation with Secretarial Auditors, on recommendation of Audit Committee, from time to time.
The proposed fee is based on knowledge, expertise and industry experience possessed by them. The fees for any other professional work including certifications will be in addition to the audit fee and will be decided by the management in consultation with the Auditors.
56
BigBloc Construction Limited / Annual Report 2024-25
Annexure to the Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution
Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements
Standalone Financial Statements Consolidated Financial Statements
Credentials: M/s Dhirren R. Dave & Co. is Surat based firm of Company Secretaries in whole time practice from last 22 years. The Firm provides advisory and consulting services in the areas of Company Law related compliances, Corporate Restructuring, Merger & Amalgamation, Corporate Disputes and NCLT matters, SME listing matters, Capital market advisory and other allied services. The Firm holds a valid Peer Review Certificate No. P1996GJ002900.
Rationale for recommendation: The recommendations are based on the fulfilment of the eligibility criteria & qualification prescribed under the Act and rules framed thereunder and SEBI Listing Regulations, 2015 with regard to secretarial audit, experience of the firm, capability, independent assessment, audit experience and also based on the evaluation of the quality of audit work done by them in the past.
The Board of Directors recommends the resolution set forth at Item No. 05 of this Notice for your approval. None of the Directors, Key Managerial Personnel and relatives thereof has any concern or interest, financial or otherwise in the resolution at Item No. 05 of this Notice.
ITEM NO. 6: RE-APPOINTMENT OF MR. NARESH SITARAM SABOO (DIN: 00223350) AS MANAGING DIRECTOR OF THE COMPANY:
At 6[th] Annual General Meeting of the company, the Members had appointed Mr. Naresh Sitaram Saboo as the Managing Director of the Company for a period with effect from 11/04/2021 and his second term as the Managing Director would be expiring on 30/09/2025. Concurring with the recommendations of the Nomination and Remuneration Committee, based on qualifications, experience and contribution of Mr. Naresh Sitaram Saboo, the Board in its meeting held on 22[nd] August 2025, had decided to re-appoint him as Managing Director for a further period for a period of 3 years with effect from 30/09/2025, subject to the approval of members at the Annual General Meeting of the Company at the following remuneration fixed by the Nomination and Remuneration Committee for his second term from the date of his reappointment:
- Remuneration: Basic Salary, Perquisites and other allowance/benefits (as per the rules of the Company) up to maximum CTC of ` 30 Lakhs per annum. The Board of Directors has the power to alter and vary the salary, commission and perquisites as it deems fit and is acceptable to Mr. Naresh Sitaram Saboo within the limit fixed.
Currently he is getting 18 Lakhs p.a. as remuneration plus 7.43 Lakhs p.a.as perquisites.
-
Perquisites: Mr. Naresh Sitaram Saboo will be entitled to; - allowances like leave travel allowance, personal allowance, special allowance, grade allowance and/or any other allowance; - perquisites such as furnished/unfurnished accommodation to be provided by the Company or house rent allowance in lieu thereof, reimbursement of medical expenses incurred for self and family, club fees, provision of car(s) and any other perquisites, benefits, amenities; - commission/incentive;
-
Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of the Managing Director, the Company has no profits or its profits are inadequate, the Company will pay to the Managing Director remuneration by way of Salary, Benefits, Perquisites and Allowances, and Incentive as specified in the Resolution set out at item no. 6 of the Notice of this Annual General Meeting
-
Mr. Naresh Sitaram Saboo will undertake such travel in and outside India as may be necessary from time to time in relation to the business of the Company.
-
Mr. Naresh Sitaram Saboo shall perform such duties and responsibilities as may be entrusted to him from time to time subject to the superintendence and control of the Board of Directors of the Company.
-
No sitting fee shall be paid to Mr. Naresh Sitaram Saboo as Managing Director for attending the meetings of the Board of Directors or any Committee/s thereof.
-
Mr. Naresh Sitaram Saboo will be subject to all other service conditions as applicable to any other employee of the Company
The Board of Directors recommends the resolution set forth at Item No. 06 of this Notice for your approval. Except Mr. Naresh Sitaram Saboo none of the Directors, Key Managerial Personnel and relatives thereof has any concern or interest, financial or otherwise in the resolution at Item No. 06 of this Notice.
ITEM NO. 07: RE-APPOINTMENT OF MR. MOHIT NARAYAN SABOO (DIN: 02357431) AS WHOLE TIME DIRECTOR OF THE COMPANY
The Members had appointed Mr. Mohit Narayan Saboo as the Executive Director of the Company. Concurring with the recommendations of the Nomination and Remuneration Committee, based on qualifications, experience and contribution of Mr. Mohit Narayan Saboo, the Board in its meeting held on 22[nd] August 2025, had decided to re-appoint him as for a further period for a period of 3 years with effect from 01.10.2025, subject to the approval of members at the Annual General Meeting of the Company at the following remuneration fixed by the Nomination and Remuneration Committee for his second term from the date of his reappointment:
- Remuneration: Basic Salary, Perquisites and other allowance/benefits (as per the rules of the Company) up to maximum CTC of ` 30 Lakhs per annum. The Board of Directors has the power to alter and vary the salary, commission and perquisites as it deems fit and is acceptable to Mr. Mohit Narayan Saboo within the limit fixed.
57
BigBloc Construction Limited / Annual Report 2024-25
Annexure to the Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
Currently he is getting 18 Lakhs p.a. as remuneration plus 7.43 Lakhs p.a.as perquisites.
-
Perquisites: Mr. Mohit Narayan Saboo will be entitled to; - allowances like leave travel allowance, personal allowance, special allowance, grade allowance and/or any other allowance; - perquisites such as furnished/unfurnished accommodation to be provided by the Company or house rent allowance in lieu thereof, reimbursement of medical expenses incurred for self and family, club fees, provision of car(s) and any other perquisites, benefits, amenities; - commission/incentive;
-
Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of the Director, the Company has no profits or its profits are inadequate, the Company will pay to the Director remuneration by way of Salary, Benefits, Perquisites and Allowances, and Incentive as specified in the Resolution set out at item no. 7 of the Notice of this Annual General Meeting.
-
Mr. Mohit Narayan Saboo will undertake such travel in and outside India as may be necessary from time to time in relation to the business of the Company.
-
Mr. Mohit Narayan Saboo perform such duties and responsibilities as may be entrusted to him from time to time subject to the superintendence and control of the Board of Directors of the Company.
-
No sitting fee shall be paid to Mr. Mohit Narayan Saboo as Executive Director for attending the meetings of the Board of Directors or any Committee/s thereof.
-
Mr. Mohit Narayan Saboo will be subject to all other service conditions as applicable to any other employee of the Company.
The Board of Directors recommends the resolution set forth at Item No. 07 of this Notice for your approval. Except Mr. Mohit Narayan Saboo None of the Directors, Key Managerial Personnel and relatives thereof has any concern or interest, financial or otherwise in the resolution at Item No. 07 of this Notice.
ITEM NO. 08: TO CONSIDER AND APPROVE THE PAYMENT OF REMUNERATION TO MR. NARAYAN SITARAM SABOO, NON-EXECUTIVE DIRECTOR OF THE COMPANY
The Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, at their meeting held on 22[nd] August 2025 has subject to the approval of the Shareholders in the ensuing Annual General Meeting, approved the remuneration to the Mr. Narayan Saboo. The Nomination and Remuneration Committee of the Company at their Meeting held on 22[nd] August, 2025 approved the terms and conditions of payment of remuneration to Mr. Naryan Saboo after
taking into account the financial position of the Company, trend, his experience, past performance, previous remuneration and also keeping in view the interest of the Company and the shareholders, recommended the remuneration and other perquisites which were subsequently accepted by the Board of Directors subject to the approval of the shareholders by way of Special Resolution as under:
Remuneration and Perquisites
Remuneration: Basic Salary, Perquisites and other allowance/benefits (as per the rules of the Company) up to maximum CTC of ` 30 Lakhs per annum. The Board of Directors has the power to alter and vary the salary, commission and perquisites as it deems fit and is acceptable to Mr. Naresh Sitaram Saboo within the limit fixed.
Currently he is getting ` 7.42 Lakhs as perquisites.
The details required for agenda item number 06, 07 & 08 are annexed at Annexure I & Annexure II .
The Board of Directors recommends the resolution set forth at Item No. 08 of this Notice for your approval. Except Mr. Narayan Sitaram Saboo none of the Directors, Key Managerial Personnel and relatives thereof has any concern or interest, financial or otherwise in the resolution at Item No. 08 of this Notice.
ITEM NO. 09: RE- APPOINTMENT OF MS. SAMIKSHA RAJESH NANDWANI (DIN: 08815491) AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:
Ms. Samiksha Rajesh Nandwani (DIN: 08815491) is currently an Independent Woman Director of the Company. The Board of Directors, at its meeting held on 7[th] August, 2020 appointed Ms. Samiksha Rajesh Nandwani as an Independent Woman Director of the Company for a term of 5 (five) consecutive years effective from 7[th] August, 2020 up to 6[th] August, 2025 (both days inclusive), and the same was approved by the members of the Company at their 5[th] Annual General Meeting held on, 18[th] September, 2020. Ms. Samiksha Rajesh Nandwani, holds the degree of Bachelors in Business Administration. She has done specialization in Marketing Field and She is fashion Merchandiser.
In the opinion of the Board, Ms. Samiksha Rajesh Nandwani fulfils the conditions for appointment as an Independent Director as specified in the Act and the SEBI Listing Regulations, 2015 and is independent of the management. The Board of Directors at its meeting held on 6[th] August, 2025, on the recommendation of the Nomination and Remuneration Committee and based on the performance evaluation, considered that given her background, experience and contributions made by her during her tenure, the association of Ms. Samiksha Rajesh Nandwani will be beneficial to the Company and it is desirable to re-appoint Ms. Samiksha Rajesh Nandwani as an Independent Woman Director of the Company, not liable to retire by rotation, for a second term of 5 (five)
58
BigBloc Construction Limited / Annual Report 2024-25
Annexure to the Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution
Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
consecutive years w.e.f. 7[th] August, 2025. The draft letter of appointment setting out terms and conditions of re-appointment of Ms. Samiksha Rajesh Nandwani shall be open for inspection by the Members at the Registered Office of the Company during its business hours on any working days. The other details as required under the Secretarial Standards (“SS-2”) and Regulation 36(3) of the SEBI Listing Regulations, 2015 and other applicable provisions, if any, are provided in Annexure I to this Notice. The Board of Directors recommends the Special Resolution set out in Item No. 9 of the Notice for approval by the members. Except Ms. Samiksha Rajesh Nandwani, neither of the Promoters, Directors, Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 9 of the Notice.
The Board, therefore, recommends the resolution at Item No. 09 of this Notice for your approval.
ITEM NO. 10: APPOINTMENT OF MR. SAURABH GUPTA (DIN: 01368353) AS AN INDEPENDENT DIRECTOR OF THE COMPANY:
The Board of Directors, at its meeting held on 22[nd] August, 2025 appointed Mr. Saurabh Gupta (DIN: 01368353) as an Independent Director of the Company for a term of 5 (five) consecutive years effective from 22[nd] August, 2025. Mr. Saurabh Gupta, born in 1984, holds a postgraduate degree in Business Management with a specialization in Marketing.
In the opinion of the Board, Mr. Saurabh Gupta fulfils the conditions for appointment as an Independent Director as specified in the Act and the SEBI Listing Regulations, 2015 and is independent of the management. The Board of Directors at its meeting held on 22[nd] August, 2025, on the recommendation of the Nomination and Remuneration Committee and based on his substantial experience in the textile industry, particularly in the manufacturing and trading of textile products. With his strong business acumen and deep industry knowledge the Board considered that his strategic vision and leadership capabilities make him a valuable asset for any organization and will be beneficial to the Company also. The draft letter of appointment setting out terms and conditions of appointment of Mr. Saurabh Gupta shall be open for inspection by the Members at the Registered Office of the Company during its business hours on any working days. The other details as required under the Secretarial Standards (“SS-2”) and Regulation 36(3) of the SEBI Listing Regulations, 2015 and other applicable provisions, if any, are provided in Annexure I to this Notice. The Board of Directors recommends the Special Resolution set out in Item No. 10 of the Notice for approval by the members. Except Mr. Saurabh Gupta, neither of the Promoters, Directors, Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 10 of the Notice.
The Board, therefore, recommends the resolution at Item No. 10 of this Notice for your approval.
ITEM NO. 11: TO COSIDER AND APPROVE THE MATERIAL RELATED PARTY TRANSACTION(S) FOR THE FY 2025-26 WITH (A) STARBIGBLOC BUILDING MATERIAL LIMITED AND (B) SIAM CEMENT BIG BLOC CONSTRUCTION TECHNOLOGIES PRIVATE LIMITED
Context and Statutory provisions:
In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), as amended, any transactions with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year exceeds ` 1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require prior approval of shareholders by means of an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. Further, Regulation 2(1)(zc) of the SEBI Listing Regulations defines a Related Party Transaction (‘RPT’) to include a transaction involving a transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, as well as (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit any related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not.
The listed entity shall provide the Audit Committee with the information as specified in the Industry Standards on “Minimum information to be provided for review of the Audit Committee and members for approval of a related party transaction”, while placing any proposal for review and approval of an RPT.
In the above context, Resolution under Item no. 11 is placed for the approval of the Members of the Company. Further, for the purpose of calculating the total amount of proposed RPTs as a percentage of annual consolidated turnover of Bigbloc Construction Limited and/or annual standalone turnover of the subsidiary company (as applicable) as of the immediately preceding financial year, we have considered FY 2024-25 as the ‘preceding financial year’.
Background, details and benefits of the transaction:
Starbigbloc Building Material Limited (SBL) and Siam Cement Big Bloc Construction Technologies Private Limited (SIAM) are the subsidiaries of the Company.
59
BigBloc Construction Limited / Annual Report 2024-25
Annexure to the Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution
Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team
Both Subsidiaries and the Company are in the same line of business where the entities intend to leverage benefits of synergy in business integrations, process and systems. The Company has entered into various transactions with both the subsidiaries in previous financial years. To ensure continuity of operations at the Company for sustenance of its business and to take advantage of the existing business synergies and Company’s focus towards enhancing the production capacity of Bigbloc Construction Limited, the Company proposes to enter into similar transactions , the Company seeks members approval for the following related party transactions:
Amount ( ` )
Sr. No. Nature of Transaction
- To enter into Purchase/Sale Agreement to purchase and sale of
10,063 lakhs with goods, rendering and receiving of services, grant/borrow any SBL and3371.12 sum, give any guarantee and other transactions for the purpose Lakhs with SIAM of business, subject to such contract(s)/arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company.
Further, the Management has provided to the Audit Committee and Board of Directors of the Company with the relevant details of the proposed RPTs including rationale, material terms and basis of pricing and information as specified in the Industry Standards on “Minimum information to be provided for review of the Audit Committee and members for approval of a related party transaction”.
The Audit Committee and the Board of Directors of the Company has granted approval for entering into a in a financial year subject to the approval of the Shareholders.
The Committee and the Board has noted that the said transactions will be on an arms’ length basis and in the ordinary course of business of the Company.
The related party transactions as set have been unanimously approved by the Audit Committee after satisfying itself that the related party transactions are at arm’s length and in the ordinary course of business.
The Audit Committee of the Company reviews on a quarterly basis, the details of all related party transactions entered into by the Company during the previous quarter, pursuant to its approvals.
Minimum Information to be provided for review of the Audit Committee and Shareholders for Approval of RPTs required as per SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/18 dated 14[th] February, 2025 is enclosed as Annexure III .
The Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties as defined thereunder (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve Resolution under Item No. 11.
The Board, therefore, recommends the Ordinary Resolution, as set out in this Item No. 11 in the accompanying notice for your approval.
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements
Standalone Financial Statements Consolidated Financial Statements
60
BigBloc Construction Limited / Annual Report 2024-25
| Laying the Foundation of Leadership Laying the Foundation of Leadership Laying the Foundation of Leadership Management Discussion and Analysis Corporate Information Notice Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report Standalone Financial Statements Consolidated Financial Statements Statutory Reports Financial Statements Laying the Foundation of Leadership Who We Are Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects Strategic Focus in a Changing Landscape Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint Resilient Performance, Responsible Execution Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team Strategic Review |
Annexure I to The Notice DISCLOSURE PURSUANT TO REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, RELATING TO DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING |
Annexure I to The Notice DISCLOSURE PURSUANT TO REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, RELATING TO DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING |
|
|---|---|---|---|
| Name Mr. Saurabh Gupta |
Ms. Samiksha Rajesh Nandwani Mr. Naresh Sitaram Saboo Mr. Mohit Narayan Saboo |
||
| Brief Resume As given in item no. of the Explanatory Statement. |
As given in item no. of the Explanatory Statement. As given in item no. of the Explanatory Statement. As given in item no. of the Explanatory Statement. |
||
| DIN 01368353 |
08815491 00223350 02357431 |
||
| Date of Birth 16-12-1984 |
14-12-1994 19-07-1988 14-11-1973 |
||
| Original date of Appointment 22-08-2025 |
07-08-2020 11-04-2016 11-04-2016 |
||
| Qualification Postgraduate degree in Business Management |
Bachelors in Business Administration Specialization in Marketing Under Graduate Chartered Accountant |
||
| Nature of Experience in specific functional Area Mr. Saurabh Gupta, born in 1984, holds a postgraduate degree in Business Management with a specialization in Marketing. He is into textile industry. |
Ms. Samiksha Nandwani, holds the degree of Bachelors in Business Administration. She has done specialization in Marketing Field and She is fashion Merchandiser. With over 25 years of experience in the Textile Industry and 15 years in the AAC Block Industry, he brings a wealth of knowledge and leadership to the organization. He has played a key role in providing strategic direction for the selection of technologies and machinery, establishing new manufacturing facilities, enhancing production processes, and launching new business ventures. Mr. Mohit Saboo has been associated with the company since 2016. He is deeply committed to capability development, upholding strong ethical values, and fostering a joyful work environment. He is responsible for overseeing key functions related to Corporate Finance and Accounting, as well as Secretarial and Legal matters. |
||
| Justification for choosing the appointee for appointment as Independent Director Mr. Saurabh Gupta is a dynamic entrepreneur with substantial experience in the textile industry, particularly in the manufacturing and trading of textile products. With strong business acumen and deep industry knowledge, Mr. Gupta has successfully led and expanded his ventures in a highly competitive market. His strategic vision and leadership capabilities make him a valuable asset for any organization accordingly, the Board recommends the appointment of Mr. Saurabh Gupta as an Independent Director of the Company. |
Ms. Samiksha Nandwani exemplifies integrity, brings relevant expertise and experience. Given her extensive background, the Board deems her appointment highly beneficial and in the Company’s best interest. The Board recommends that it desirable and in the interest of the Company to have Mrs. Samiksha Nandwani on the Board of the Company and accordingly, the Board recommends the appointment of Mrs. Samiksha Nandwani as an Independent Director. Mr. Naresh Saboo. is a person of integrity, possesses relevant expertise/ experience and fulfills the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Managing Director. Considering his experience, the Board recommends that it desirable and in the interest of the Company to have him on the Board of the Company and accordingly, the Board recommends the appointment of Mr. Naresh Saboo as Managing Director. Mr. Mohit Saboo. is a person of integrity, possesses relevant expertise/ experience and fulfills the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Executive Director. Considering his experience, the Board recommends that it desirable and in the interest of the Company to have him on the Board of the Company and accordingly, the Board recommends the appointment of Mr. Mohit Saboo as an Executive Director. |
||
DISCLOSURE PURSUANT TO REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, RELATING TO DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING
61
BigBloc Construction Limited / Annual Report 2024-25
| Laying the Foundation of Leadership Laying the Foundation of Leadership Laying the Foundation of Leadership Management Discussion and Analysis Corporate Information Notice Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report Standalone Financial Statements Consolidated Financial Statements Statutory Reports Financial Statements Laying the Foundation of Leadership Who We Are Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects Strategic Focus in a Changing Landscape Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint Resilient Performance, Responsible Execution Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team Strategic Review |
Annexure I to The Notice | ||
|---|---|---|---|
| Name Mr. Saurabh Gupta |
Ms. Samiksha Rajesh Nandwani Mr. Naresh Sitaram Saboo Mr. Mohit Narayan Saboo |
||
Disclosure of relationships between directors inter-se Not related to any of the Directors or Key Managerial Personnel of the Company. |
Not related to any of the Directors or Key Managerial Personnel of the Company. Mr. Naresh Saboo is Brother of Mr. Narayan Saboo, Director of the Company and uncle of Mr. Mohit Saboo, Director & CFO of the. Mr. Mohit Saboo, Director & CFO of the Company is a Son of Mr. Narayan Sitaram Saboo, Director & Chairman of the Company, Nephew of Mr. Naresh Sitaram Saboo, Managing Director of the Company. |
||
| Names of listed entities in which the person also holds the directorship and the membership of Committees of the board [along with listed entities from which the person has resigned in the past three years] * Nil |
1. Mask Investments Limited • Audit Committee – Member • Stakeholders Relationship Committee –Member 1. Bigbloc Construction Limited- Audit committee Stakeholder relation committee 2. Mask Investments Limited 3. Mohit Industries Limited 1. Bigbloc Construction Limited 2. Mohit Industries Limited |
||
| Directorship in other Companies Nil |
2 3 3 |
||
| Chairmanship/Membership of Committees in other Companies * Nil |
2 2 Nil |
||
| Number of Equity Shares held in the Company [in the listed entity, including shareholding as a beneficial owner] Nil |
Nil 76,84,450 30,08,110 |
||
| In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements As given in item no. 10 of the Explanatory Statement. |
As given in item no. 09 of the Explanatory Statement. As given in item no. 06 of the Explanatory Statement. As given in item no. 07 of the Explanatory Statement. |
||
| Terms and conditions of appointment or reappointment Appointment as an Independent Director of the company for a period of 5 consecutive years with effect from 22ndAugust, 2025 till 21stAugust, 2030, and that she shall not be liable to retire by rotation (refer Item no. 10) of this Notice read with the explanatory statement thereto). |
Re-appointment as an Independent Director of the company for a period of 5 consecutive years with effect from 7thAugust, 2025 till 6thAugust, 2030, and that she shall not be liable to retire by rotation (refer Item no. 09 of this Notice read with the explanatory statement thereto). Re-appointment as Director of the company for a period of 3 consecutive years with effect from 1stOctober, 2025, and that he shall not be liable to retire by rotation (refer Item no. 06 of this Notice read with the explanatory statement thereto). Re-appointment as Director of the company for a period of 3 consecutive years with effect from 1stOctober, 2025, and that he shall not be liable to retire by rotation (refer Item no. 07 of this Notice read with the explanatory statement thereto. |
||
| Remuneration last drawn (in FY 2024-25), if applicable Nil |
Nil | ||
| Remuneration proposed to be paid No remuneration is proposed to be paid to Independent Director’s for the FY 2025-26. |
No remuneration is proposed to be paid to Independent Director’s for the FY 2025-26. Refer to the Item no. 06 of the explanatory statement. Refer to the Item no. 07 of the explanatory statement. |
||
| Number of Meetings of the Board attended during the year 2024-25 - |
- | ||
| *As per regulation 26(1) of the SEBI (Listing Obligations and Disclosure Requireme | nts) Regulation 2015 |
*As per regulation 26(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
62
BigBloc Construction Limited / Annual Report 2024-25
Annexure II to the Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Information pursuant to Section II of Part II of Schedule V of the Companies Act, 2013 relating to remuneration payable to Directors in case of inadequate profits are as under
Who We Are
Our Evolution Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements
INFORMATION REQUIRED UNDER SECTION II, PART II OF SCHEDULE V OF THE COMPANIES ACT, 2013:
I. General Information
Nature of Industry
Manufacturing of AAC Blocks
Date or expected date of commencement of commercial production
The Company is in operation since the year 2015
In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus
Not Applicable
Financial performance based on given indicators - As per the Audited Financial Results for the year ended on 31.03.2025
| Particulars Revenue from Operations |
(`in Lakhs) 6719.74 |
|
|---|---|---|
| Other Income | 584.01 | |
| Total Income | 7303.74 | |
| Material Cost | 3726.98 | |
| Staff Cost | 675.43 | |
| Manufacturing& Other Expenses | 2660.92 | |
| Total Expenditure | 7063.33 | |
| Profit before Depreciation, Interest & Tax | 240.41 | |
| Depreciation | 455.78 | |
| Profit before Interest & Tax | -215.37 | |
| Interest | 735.93 | |
| Profit/(Loss) before Tax | -951.30 | |
| Exceptional items, if any | 0 | |
| Profit/(Loss) before Tax | -951.30 | |
| Net Profit/(Loss) after tax | -730.00 | |
| Particulars | (`in Lakhs) | |
| Export Sales (Includingdeemed export) Foreign Exchange earnings | Nil |
Export Performance and net foreign exchange earned for the year ended on 31.03.2025
Standalone Financial Statements Consolidated Financial Statements
63
BigBloc Construction Limited / Annual Report 2024-25
Annexure II To The Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution
Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information Notice Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
II. Information about the appointee
Mr. Naresh Saboo, Managing Director, and Mr. Mohit Saboo, Executive Director, have taken proactive and dedicated efforts in overseeing the operations and management of the company. With their extensive experience in managing large-scale manufacturing enterprises, they have been pivotal in driving operational excellence and strategic growth. Their ability to maintain strong relationships and effective liaison with industry authorities and business associates continues to benefit the company significantly.
Background details
Mr. Narayan Saboo, Non-Executive Director, brings valuable insight and oversight through his vast experience and involvement in various professional bodies, institutions etc. His association provides strategic guidance and adds significant value to the company’s governance and long-term vision.
| Mr. Narayan Saboo, Non- involvement in various prof value to the company’s go |
||
|---|---|---|
| Past remuneration (Paid in 2024-25) | Name of Director | |
| Mohit Saboo | ||
| Naresh Saboo | ||
| Narayan Saboo | ||
| Job profile and their suitability | Mr. Naresh Saboo, Managi | |
| extensive experience in lar manages day-to-day oper strategies. Both have de Mr. Narayan Saboo, Non- |
||
| broad experience and acti | ||
| make them highly suitable | ||
| Remuneration proposed | Upto`30 Lakhs p.a. each | |
| Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates, the relevant details would be with respect to the country of his origin) |
In the present challenging and periodical review ther has necessitated increased Board Meeting held on 22 growth strategy continue |
|
| background, the Company | ||
| chart. In view of the above | ||
| and thereby is fit and justif | ||
| Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any |
Mr. Naresh Saboo is broth |
| Name of Director | Remuneration/ Perquisites ( **)**<br>**Total (**) |
|---|---|
| Mohit Saboo | 25,43,872 25,43,872 |
| Naresh Saboo | 25,43,872 25,43,872 |
| Narayan Saboo | 7,43,872 7,43,872 |
Mr. Naresh Saboo, Managing Director, oversees the company’s strategic direction and overall operations, leveraging his extensive experience in large-scale manufacturing to drive growth and efficiency. Mr. Mohit Saboo, Executive Director, manages day-to-day operations with a focus on financial planning, resource optimization, and execution of business strategies. Both have demonstrated strong leadership, operational insight, and effective stakeholder engagement. Mr. Narayan Saboo, Non-Executive Director, contributes through strategic oversight and governance, drawing on his broad experience and active association with other organizations. Their collective expertise and proactive involvement make them highly suitable for their respective roles and valuable assets to the company.
In the present challenging business environment, there is a continuous need for formulation of competitive strategies and periodical review thereof for successful implementation and sustained overall development of the Company, which has necessitated increased focus and higher involvement of Managing Director in Company’s matters. Accordingly, in the Board Meeting held on 22[nd] August, 2025 it was decided that in these tough times, it is imperative that the Company’s growth strategy continues under the continued guidance and leadership of Directors with whose rich experiential background, the Company remains reinforced to strive through the challenging times and bounce back on the growth chart. In view of the above, the proposed remuneration package is commensurate to the prevailing levels in the industry and thereby is fit and justified for payment.
Mr. Naresh Saboo is brother of Mr. Narayan Saboo and Mr. Mohit Saboo is Son of Mr. Narayan Saboo
64
BigBloc Construction Limited / Annual Report 2024-25
Annexure II To The Notice
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Other Information
Reasons of loss or inadequate profits
Steps taken or proposed to be taken for improvement
Expected increase in productivity and profits in measurable terms
The Company’s temporary losses are attributable to a combination of factors, including the planned shutdown for plant upgradation and ongoing capacity expansion initiatives, which impacted production efficiency. Additionally, heightened market competition exerted pressure on margins, while the continued slowdown in the real estate sector led to reduced demand, collectively affecting overall profitability.
The Company has set up a management team to recover claims outstanding from various clients. Further, Company has taken steps to reduce overheads substantially by concentrating its attention on manpower, material, financial cost and other administrative expenses to improve profitability. With the streamlining operations, expected improvement in overall business scenario and healthy order book position, the Company would definitely grow in the coming years.
| Name of Director | Current Year | Previous Year |
|---|---|---|
| (2025-26) | (2024-25) | |
(**in Lakhs)**|**(**in Lakhs) |
||
| Revenue From Operations | 8000 | 6719.74 |
| Other Income | 550 | 584.01 |
| Net Profit/(Loss) | 300 | -730.00 |
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
65
BigBloc Construction Limited / Annual Report 2024-25
Annexure III
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
STARBIGBLOC BUILDING MATERIAL LIMITED
A. Details of the related party and transactions with the related party A(1). Basic details of the related party
Who We Are
Our Evolution
Manufacturing Facilities
-
1 Name of the related party
-
1 Name of the related party Starbigbloc Building Material Limited
-
2 Country of incorporation of the related party India 3 Nature of business of the related party Manufacture of AAC BLOCKS
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
A(2). Relationship and ownership of the related party
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
-
4 Relationship between the listed entity/subsidiary It is a subsidiary of the Company (in case of transaction involving the subsidiary) and the related party.
-
5 Shareholding or contribution % or profit & loss 85.15% sharing % of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party.
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
- 6 Shareholding of the related party, whether direct NIL or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary).
Key Performance Indicators Sustainability Focus Executive Leadership Team
A(3). Financial performance of the related part
Statutory Reports 7 Standalone turnover of the related party for each of ` In lakhs the last three financial years: Management Discussion and Analysis Corporate Information FY 2022-2023 9181.9 Notice FY 2023-2024 9420.99 Directors’ Report Business Responsibility & Sustainability FY 2024-2025 7126.31 Report (BRSR) Corporate Governance Report 8 Standalone net worth of the related party for each of the last three financial years: FY 2022-2023 2015.93 Financial Statements FY 2023-2024 3643.24 Standalone Financial Statements FY 2024-2025 8243.51 Consolidated Financial Statements
| 9 | Standalone net profits of the related party for each of the last three financial years: |
|---|---|
| FY 2022-2023 1607.19 |
|
| FY 2023-2024 1609.75 |
|
| FY 2024-2025 1226.63 |
A(4). Details of previous transactions with the related party
| 10 Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during each of the last three financial years. |
Nature of transactions `lakhs |
|---|---|
| FY 2022-2023 | Loans, Purchase, sale 3752.54 |
| FY 2023-2024 | Loans, Purchase, sale, Guarantee 4610.68 |
| FY 2024-2025 | Loans, Purchase, sale, Guarantee 6831.46 |
| 11 Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the current financial year (till the date of approval of the Audit Committee/shareholders). |
`94.22 lakhs (Upto 30/06/2025) |
| 12 Whether prior approval of Audit Committee has been taken for the above mentioned transactions? |
Yes |
| 13 Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last three financial years. |
No |
66
BigBloc Construction Limited / Annual Report 2024-25
Annexure III
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
A(5). Amount of the proposed transactions (All types of transactions taken together)
-
Who We Are 14 Total amount of all the proposed transactions being ` 10,063 lakhs Our Evolution placed for approval in the current meeting. Manufacturing Facilities 15 Whether the proposed transactions taken together YES What We Offer with the transactions undertaken with the related Trusted Clients party during the current financial year is material RPT Milestone Projects in terms of Para 1(1) of these Standards? 16 Value of the proposed transactions as a percentage 44.80%
-
Strategic Focus in a Laying the Foundation of the listed entity’s annual consolidated turnover for Changing Landscapeof Leadership the immediately preceding financial year Brand Insights 17 Value of the proposed transactions as a percentage NA Strategic Partnership of subsidiary’s annual standalone turnover for the Our Empowering Advantages immediately preceding financial year (in case of a Growth Blueprint transaction involving the subsidiary, and where the listed entity is not a party to the transaction)
-
Resilient Performance, Laying the Foundation Responsible Executionof Leadership 18 Value of the proposed transactions as a percentage 141.21% of the related party’s annual standalone turnover for
-
Letter to Shareholders the immediately preceding financial year.
Letter to Shareholders Key Performance Indicators Sustainability Focus Executive Leadership Team
B. Details for specific transactions
B(1). Basic details of the proposed transaction
-
1 Specific type of the proposed transaction (e.g. sale Sale of goods Purchase of
-
Statutory Reports of goods/services, purchase of goods/services, giving Goods loan, borrowing etc.)
-
Management Discussion and Analysis Corporate Information 2 Details of the proposed transaction 1500 Lakhs 1500 Lakhs Notice 3 Tenure of the proposed transaction (tenure in 1 Year 1 Year Directors’ Report number of years or months to be specified) Business Responsibility & Sustainability Report (BRSR) 4 Indicative date/timeline for undertaking the FY 2025-26 FY 2025-26 Corporate Governance Report transaction 5 Whether omnibus approval is being sought? yes yes 6 Value of the proposed transaction during a financial NA NA
-
Financial Statements year. In case approval of the Audit Committee is
-
Standalone Financial Statements sought for multi-year contracts, also provide the Consolidated Financial Statements aggregate value of transactions during the tenure of the contract.
-
7 Whether the RPTs proposed to be entered into are:
-
Certificate received from the
-
(i) not prejudicial to the interest of public CFO of the Company and also
-
shareholders, and from promoter directors of the
-
(ii) going to be carried out on the same terms and Company were reviewed by the conditions as would be applicable to any party Audit Committee. who is not a related party
-
8 Provide a clear justification for entering into the Given the nature of the Company, RPT, demonstrating how the proposed RPT serves the Company works closely with the best interests of the listed entity and its public its related parties (including its shareholders. promoter and associates) to achieve its business objectives.
-
9 Details of the promoter(s)/director(s)/key managerial personnel of the listed entity who have interest in the transaction, whether directly or The Company is promoter indirectly. of the Starbigbloc building material limited, Mr. Mohit
-
The details shall be provided, where the shareholding Saboo, Mr. Narayan Saboo and or contribution or % sharing ratio of the promoter(s) Mr. Naresh Saboo Directors of or director(s) or KMP in the related party is more the Company holding shares in than 2%. Starbigbloc Building Material a. Name of the director/KMP limited as nominee of Bigbloc Construction Limited
-
b. Shareholding of the director/KMP, whether direct or indirect, in the related party
-
10 Details of shareholding (more than 2%) of the director(s)/key managerial personnel/partner(s) Mr. Manish Saboo, MD & CFO of the related party, directly or indirectly, in the listed and Mr. Narayan Sbaoo, Director entity. of Starbigbloc Building Material Limited holding 1.78% and
-
a. Name of the director/KMP/partner 8.26% Shares, respectively in the
-
b. Shareholding of the director/KMP/partner, Company whether direct or indirect, in the listed entity
-
11 A copy of the valuation or other external party report, NA NA if any, shall be placed before the Audit Committee.
67
BigBloc Construction Limited / Annual Report 2024-25
Annexure III
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution
Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements Standalone Financial Statements Consolidated Financial Statements
12 Other information relevant for decision making.
-
16 Where bids were not invited, the fact shall be The transaction The transaction disclosed along with the justification for the same. will be entered will be entered at arm’s length at arm’s length basis and will basis and will be reported be reported quarterly to quarterly to the Audit the Audit
-
Committee. Committee.
-
17 Wherever comparable bids are not available, state Not Applicable Not Applicable what is basis to recommend to the Audit Committee that the terms of proposed RPT are beneficial to the shareholders.
-
The proposed transaction/ arrangement will help in strengthening the business operations of the Company and in turn will improve the consolidated financial performance of the Holding Company.
B(2). Additional details for proposed transactions relating to sale, purchase or supply of goods or services or any other similar business transaction
-
12 Other information relevant for decision making.
-
The proposed transaction/ arrangement will help in strengthening the business operations of the Company and in turn will improve the consolidated financial performance of the Holding Company.
B(5). Additional details for proposed transactions relating to any guarantee (excluding performance guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary
-
S. Sale of goods Purchase of Goods
-
performance of the Holding No.
-
Company. 18 Rationale for giving guarantee, surety, indemnity or As per the terms of Loan taken by comfort letter the Related party from its bank
-
Sale of goods Purchase of Goods 19 Material covenants of the proposed transaction 2% Guarantee commission will be including (i) commission, if any to be received by charged by the Company from
-
13 Number of bidders/suppliers/vendors/traders/ No bids taken No bids taken the listed entity or its subsidiary; (ii) contractual Related party, in case of guarantee distributors/service providers from whom bids/ provisions on how the listed entity or its subsidiary invoked, the Company will make quotations were received with respect to the will recover the monies in case such guarantee, recovery through appropriate proposed transaction along with details of process surety, indemnity or comfort letter is invoked. legal remedy/ies available followed to obtain bids. 20 The value of obligations undertaken by the Guarantee amount is ` 3144.77
-
14 Best bid/quotation received. NA NA listed entity or any of its subsidiary, for which a lakhs guarantee, surety, indemnity, or comfort letter has
-
If comparable bids are available, disclose the price and terms offered. been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in
-
15 Additional cost/potential loss to the listed entity or No Loss Audit the books of account of the listed entity or any of its the subsidiary in transacting with the related party committee subsidiary shall also be specified. compared to the best bid/quotation received. to justify the additional cost 21 Latest credit rating of the related party (other than IND BBB (Stable) to the listed structured obligation rating (SO rating) and credit enhancement rating (CE rating), if guarantee,
-
entity or the surety, indemnity or comfort letter is given in
-
subsidiary connection with the borrowing by a related party
68
BigBloc Construction Limited / Annual Report 2024-25
Annexure III
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
Financial Statements
Standalone Financial Statements Consolidated Financial Statements
| 22 | Details of solvency status and going concern status of the related party during the last three financial years: |
|
|---|---|---|
| FY 2022-2023 | Solvent | |
| FY 2023-2024 | Solvent | |
| FY 2024-2025 | Solvent | |
| 23 | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person. |
Not Applicable |
B(6). Additional details for proposed transactions relating to borrowings by the listed entity or its subsidiary
-
24 Material covenants of the proposed transaction
-
Unsecured working capital loan/ Term Loan for the tenure as mutually agreed between the parties. Interest rate will be in line with prevailing bank lending rates.
-
25 Interest rate (in terms of numerical value or base 12% pa rate and applicable spread)
-
26 Cost of borrowing (This shall include all costs Interest cost associated with the borrowing)
-
27 Maturity/due date On demand 28 Repayment schedule & terms On demand 29 Whether secured or unsecured? Unsecured 30 If secured, the nature of security & security NA coverage ratio
-
31 The purpose for which the funds will be utilized by Funds shall be utilized towards the listed entity/subsidiary meeting the operational cashflows and/or business objectives/ requirements/exigencies of the Related Party
| 32 | Debt to Equity Ratio of the listed entity or its subsidiary based on last audited financial statements |
|---|---|
| a. Before transaction 0.16 |
|
| b. After transaction 0.35 |
SIAM CEMENT BIG BLOC CONSTRUCTION TECHNOLOGIES PRIVATE LIMITED
A. Details of the related party and transactions with the related party A(1). Basic details of the related party
| 1 Name of the related party SIAM CEMENT BIG BLOC CONSTRUCTION TECHNOLOGIES PRIVATE LIMITED |
1 Name of the related party SIAM CEMENT BIG BLOC CONSTRUCTION TECHNOLOGIES PRIVATE LIMITED |
|---|---|
| 2 Country of incorporation of the related party India |
|
| 3 Nature of business of the related party Manufacture of AAC BLOCKS and Panels |
|
| A(2). Relationship and ownership of the related party | |
| 4 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party. It is a subsidiary of the Company |
| 5 | Shareholding or contribution % or profit & loss sharing % of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. 52% |
| Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity or subsidiary has control. |
|
| 6 | Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary). NIL |
| Explanation: Indirect shareholding shall mean shareholding held through any person, over which the related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
69
BigBloc Construction Limited / Annual Report 2024-25
Annexure III
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution
Manufacturing Facilities
What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
Resilient Performance, Laying the Foundation Responsible Executionof Leadership
Letter to Shareholders
Key Performance Indicators Sustainability Focus Executive Leadership Team
Statutory Reports
Management Discussion and Analysis Corporate Information
Notice
Directors’ Report Business Responsibility & Sustainability Report (BRSR) Corporate Governance Report
A(3). Financial performance of the related party
| 7 | Standalone turnover of the related party for each of the last three financial years: |
In lakhs |
| FY 2022-2023 | 0 | |
| FY 2023-2024 | 0.18 | |
| FY 2024-2025 | 1071.51 | |
| 8 | Standalone net worth of the related party for each of the last three financial years: |
|
| FY 2022-2023 | 371.53 | |
| FY 2023-2024 | 958.26 | |
| FY 2024-2025 | 341.19 | |
| 9 | Standalone net profits of the related party for each of the last three financial years: |
|
| FY 2022-2023 | -37.07 | |
| FY 2023-2024 | -43.27 | |
| FY 2024-2025 | -1578.47 |
A(4). Details of previous transactions with the related party
| 10 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during each of the last three financial years. Nature of transactions `lakhs |
|---|---|
| FY 2022-2023 Loan given 210.52 |
|
| FY 2023-2024 Loans, Purchase, sale, Guarantee 2719.64 |
|
| FY 2024-2025 Loans, Purchase, sale, Guarantee 2875.52 |
-
11 Total amount of all the transactions undertaken by ` 369.44 lakhs the listed entity or subsidiary with the related party (Upto 30/06/2025) during the current financial year (till the date of approval of the Audit Committee/shareholders).
-
12 Whether prior approval of Audit Committee has been Yes taken for the above mentioned transactions?
-
13 Any default, if any, made by a related party No concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last three financial years.
A(5). Amount of the proposed transactions (All types of transactions taken together)
-
14 Total amount of all the proposed transactions being ` 3371.12 Lakhs placed for approval in the current meeting.
-
15 Whether the proposed transactions taken together Yes with the transactions undertaken with the related party during the current financial year is material RPT in terms of Para 1(1) of these Standards?
-
16 Value of the proposed transactions as a percentage 15.01% of the listed entity’s annual consolidated turnover for the immediately preceding financial year
-
17 Value of the proposed transactions as a percentage NA of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary, and where the listed entity is not a party to the transaction)
-
18 Value of the proposed transactions as a percentage 314.61% of the related party’s annual standalone turnover for the immediately preceding financial year.
Financial Statements
Standalone Financial Statements Consolidated Financial Statements
70
BigBloc Construction Limited / Annual Report 2024-25
Annexure III
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
B. Details for specific transactions
B(1). Basic details of the proposed transaction
-
Who We Are Our Evolution 1 Specific type of the proposed transaction (e.g. sale Purchase of Sale of service Manufacturing Facilities of goods/services, purchase of goods/services, goods (Guarantee What We Offer giving loan, borrowing etc.) commission) Trusted Clients 2 Details of the proposed transaction Purchase of Sale of service
-
Milestone Projects goods (Guarantee commission)
-
Strategic Focus in a Changing LandscapeLaying the Foundatioof Leadership n 3 Tenure of the proposed transaction (tenure in number of years or months to be specified) 1 Year 1 Year Brand Insights Strategic Partnership 4 Indicative date/timeline for undertaking the FY 2025-26 FY 2025-26 transaction
-
Our Empowering Advantages Growth Blueprint 5 Whether omnibus approval is being sought? yes yes 6 Value of the proposed transaction during a financial
300 Lakhs71.12 Lakhs -
Resilient Performance, Laying the Foundation year. In case approval of the Audit Committee is
-
Responsible Executionof Leadership sought for multi-year contracts, also provide the
-
Letter to Shareholders aggregate value of transactions during the tenure of Key Performance Indicators the contract.
Letter to Shareholders aggregate value of transactions during the tenure of Key Performance Indicators the contract. Sustainability Focus If omnibus approval is being sought, the maximum Executive Leadership Team value of a single transaction during a financial year.
-
7 Whether the RPTs proposed to be entered into are: Certificate received from the CFO of the Company and also
-
Statutory Reports (i) not prejudicial to the interest of public from promoter directors of the Management Discussion and Analysis shareholders, and Company were reviewed by the Corporate Information (ii) going to be carried out on the same terms and Audit Committee. Notice conditions as would be applicable to any party Directors’ Reportportort who is not a related party
-
Notice conditions as would be applicable to any party Directors’ Reportportort who is not a related party Business Responsibility & Sustainability Report (BRSR) 8 Provide a clear justification for entering into the Given the nature of the Company, Corporate Governance Report RPT, demonstrating how the proposed RPT serves the Company works closely with the best interests of the listed entity and its public its related parties (including its shareholders. promoter and associates) to achieve its business objectives.
-
Financial Statements 9 Details of the promoter(s)/director(s)/key
-
Standalone Financial Statements managerial personnel of the listed entity who have Consolidated Financial Statements interest in the transaction, whether directly or indirectly.
-
The details shall be provided, where the shareholding The Company is promoter or contribution or % sharing ratio of the promoter(s) of SIAM CEMENT BIG or director(s) or KMP in the related party is more BLOC CONSTRUCTION than 2%. TECHNOLOGIES PRIVATE LIMITED, Mr. Naresh Saboo
-
a. Name of the director/KMP and Mr. Manish Saboo are
-
b. Shareholding of the director/KMP, whether Directors in SIAM CEMENT direct or indirect, in the related party BIG BLOC CONSTRUCTION TECHNOLOGIES PRIVATE LIMITED
-
10 Details of shareholding (more than 2%) of the Nil director(s)/key managerial personnel/partner(s) of the related party, directly or indirectly, in the listed entity.
-
a. Name of the director/KMP/partner
-
b. Shareholding of the director/KMP/partner, whether direct or indirect, in the listed entity
-
11 A copy of the valuation or other external party report, NA if any, shall be placed before the Audit Committee.
-
12 Other information relevant for decision making.
The proposed transaction/ arrangement will help in strengthening the business operations of the Company and in turn will improve the consolidated financial performance of the Holding Company.
B(2). Additional details for proposed transactions relating to sale, purchase or supply of goods or services or any other similar business transaction
- 13 Number of bidders/suppliers/vendors/traders/ No bids taken No bids taken distributors/service providers from whom bids/ quotations were received with respect to the proposed transaction along with details of process followed to obtain bids.
71
BigBloc Construction Limited / Annual Report 2024-25
Annexure III
Strategic Review
Laying the Foundation Laying the Foundation of Leadership of Leadership
Who We Are
Our Evolution Manufacturing Facilities What We Offer Trusted Clients Milestone Projects
Strategic Focus in a Laying the Foundation Changing Landscapeof Leadership
Brand Insights Strategic Partnership Our Empowering Advantages Growth Blueprint
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Financial Statements
Standalone Financial Statements Consolidated Financial Statements
| 14 | Best bid/quotation received. If comparable bids are available, disclose the price and terms offered. |
NA | NA | 22 | Rate of interest at which the related party is borrowing from its bankers or the rate at which the related party may be able to borrow given its credit rating or credit score and its standing and financial |
8.00% | |
|---|---|---|---|---|---|---|---|
| 15 | Additional cost/potential loss to the listed entity or | No Loss | No Loss | position | |||
| 16 | the subsidiary in transacting with the related party compared to the best bid/quotation received. Where bids were not invited, the fact shall be |
The transaction | The transaction | 23 | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers or the rate at which the listed entity may be able to borrow |
12% | |
| disclosed along with the justification for the same. | will be entered at arm’s length basis and will be reported quarterly to |
will be entered at arm’s length basis and will be reported quarterly to |
24 | given its credit rating or credit score and its standing and financial position Proposed interest rate to be charged by listed entity or its subsidiary from the related party. |
5 years | ||
| the Audit | the Audit | 25 | Maturity/due date | On demand | |||
| Committee. | Committee. | 26 | Repayment schedule & terms | ||||
| 17 | Wherever comparable bids are not available, state what is basis to recommend to the Audit Committee |
Not Applicable | Not Applicable | Unsecured | |||
| that the terms of proposed RPT are beneficial to the | 27 | Whether secured or unsecured? | NA | ||||
| shareholders. | 28 | If secured, the nature of security & security coverage | For general business purpose | ||||
| B(3). Additional details for proposed transactions relating to any loans, deposits or advances given by the listed entity or its subsidiary |
inter-corporate | 29 | ratio The purpose for which the funds will be utilized by |
Not done | |||
| 18 | Source of funds in connection with the proposed |
Own funds | the ultimate beneficiary of such funds pursuant to the transaction. |
| 18 | Source of funds in connection with the proposed |
Own funds |
| transaction. | ||
| 19 | Where any financial indebtedness is incurred to give loan, inter-corporate deposit or advance, specify the following: |
NA |
| 20 | Material covenants of the proposed transaction | Loan given |
| Interest rate charged on loans/inter- corporate deposits/advances by the listed entity (or its subsidiary, in case of transaction involving the subsidiary) in the last three financial years: |
||
| • To any party (other than related party): | 12% | |
| • To related party. | 12% |
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30 Latest credit rating of the related party (other than In lakhs structured obligation rating (SO rating) and credit enhancement rating (CE rating))
-
31 Amount of total borrowings (long- term and short-term) of the related party over the last three financial years FY 2022-2023 Nil FY 2023-2024 4605.66 FY 2024-2025 7579.5
-
32 Interest rate paid on the borrowings by the related 12% party from any party in the last three financial years.
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33 Default in relation to borrowings, if any, made during No default the last three financial years, by the related party from the listed entity or any other person.