MUMBAI (India CSR) – Bijoy Hans Limited, a company with roots stretching back to 1985, has navigated the evolving Indian business landscape, primarily focusing on the pharmaceutical, medical, and cosmetic goods sectors. Currently poised at a significant juncture, the company recently underwent a major change in its control and management, signaling a strategic shift towards new horizons in healthcare.
Early Foundations and Enduring Business Focus
Established with Corporate Identification Number (CIN) L51909AS1985PLC002323, Bijoy Hans Limited has built a history spanning over four decades. For the financial year ended March 31, 2025, the company maintained its core business in trading in bulk drugs, pharmaceuticals, and cosmetic goods, alongside investment activities. Key figures like Ashok Kumar Patawari have been associated with the company’s directorship since June 13, 1989, reflecting a long-standing leadership presence.
Over the years, the company has emphasized increasing volumes and reducing costs in response to intense price pressures within its industry. It recognizes the significant opportunities presented by India’s vast population and growing middle-income group in the healthcare sector.
A Pivotal Transition: Change in Control and Management
A momentous shift occurred for Bijoy Hans Limited with a change in its control and management following an Open Offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This open offer, managed by Swaraj Shares & Securities Private Limited, concluded on July 03, 2025. The acquirers—M/S U G Patwardhan Services Private Limited, Mr. Kaushal Uttam Shah, M/S Agri One India Ventures Llp, and Mr. Shantanu Surpure—took over the management control. Consequently, the board and management underwent a significant reconstitution on July 28, 2025, with the new management team planning to operate from Pune.
This transition marks a strategic intent to initiate healthcare business activities, subject to all necessary approvals, signaling a new era for the company.
Evolving Leadership and Governance
The change in control brought about substantial changes in the company’s key managerial personnel and board composition:
• Mr. Kaushal Uttam Shah, one of the acquirers, was appointed as Managing Director and Chairman effective from May 26, 2025, and re-designated on July 28, 2025, for a five-year term until July 27, 2030. Mr. Shah, a Chartered Accountant with over 23 years of experience in Commodities and Capital Markets, holds an 11.20% shareholding in the company.
• Mr. Abhiram R was appointed as the new Chief Financial Officer on July 28, 2025.
• Mrs. Guinea Agrawal was appointed as Company Secretary on June 01, 2025.
• The Board welcomed new Independent Directors, Mr. Brijesh Jugalkishor Biyani and Dr. Rahul Ravindra Mayur, both appointed on July 28, 2025. Mr. Biyani brings over three decades of experience in pharmaceutical sciences and healthcare ethics, while Dr. Mayur, a qualified medical professional with MBBS and MD degrees, offers 23 years of experience in Clinical Pathology.
• Several previous directors and key personnel, including Smt Shweta Patawari, Amit Jawarimal Dugar, Sanjay Kumar Baid, and Ms Richi Patawari (CFO), resigned on July 28, 2025.
The company’s statutory audit function also saw a change, with M/s Khire Khandekar and Kirloskar being appointed as the new Statutory Auditors, replacing M/s Rajesh Surana & Co., effective from the conclusion of the 40th Annual General Meeting. For secretarial audit, M/s Pooja Gala & Associates served for FY 2024-25, and M/S SKGK & Associates LLP is proposed for the period from FY 2025-26 to FY 2029-30.
Financial Landscape and Strategic Financing
For the financial year ended March 31, 2025, Bijoy Hans Limited reported a turnover of Rs. 4,687,403 and a Profit After Tax (PAT) of Rs. 1,361,204, marking a significant improvement from the previous year’s loss. This positive shift in profitability was largely influenced by a substantial profit on the sale of Property, Plant & Equipment, amounting to Rs. 5,585,922.
In anticipation of future business growth, the directors opted not to propose any dividend for the financial year ended March 31, 2025, prioritizing resource preservation for strategic investments. The company is also seeking shareholder approval to significantly increase its borrowing limits to ₹ 50,00,00,000 (Rupees Fifty Crore Only) and authorize loans, guarantees, or investments up to the same amount, reflecting aggressive expansion plans.
Notably, the company is planning material related party transactions for FY 2025-26 with its promoters and promoter group entities, including Agri One India Ventures LLP, UG Patwardhan Services Private Limited, Kaushal Uttam Shah, GTT Data Solutions Limited, SMCV Management Services Private Limited, and Pankaj Ramesh Samani. These proposed transactions, each valued at up to INR 10,00,00,000, are justified as being in the company’s interest to achieve business objectives through close collaboration with its related parties. The aggregate value of these transactions is significantly high, representing 2133.37% of the company’s annual turnover for the immediately preceding financial year.
Corporate Governance and Compliance
Bijoy Hans Limited actively maintains a robust corporate governance framework. The Board of Directors convened 10 meetings during the year ended March 31, 2025, demonstrating active oversight. The company has established key committees, including an Audit Committee (comprising three Non-Executive Directors, two of whom are Independent Directors), a Nomination and Remuneration Committee, and a Stakeholders Relationship Committee. All recommendations from the Audit Committee were accepted by the Board. For FY 2024-2025, no complaints from investors were received by the Stakeholders Relationship Committee.
The company also upholds essential policies for ethical conduct and employee well-being, including a Vigil Mechanism / Whistle Blower Policy, ensuring directors and employees can report concerns without denial of access to the Audit Committee. Furthermore, no cases of sexual harassment were reported during the year under its Sexual Harassment Policy.
While being a publicly listed entity on the BSE Limited and Calcutta Stock Exchange Limited, Bijoy Hans Limited was not obligated to implement a Corporate Social Responsibility (CSR) Policy or form a CSR Committee for the financial year ended March 31, 2025. This exemption is due to its net worth, turnover, and net profit falling below the specified thresholds of Section 135 of the Companies Act, 2013. Despite this, the company emphasizes compliance with applicable Secretarial Standards and maintains adequate internal financial controls. Read full article: Bijoy Hans Limited: Operating Beyond the Ambit of Mandatory CSR I India CSR
Looking Ahead
With new leadership at the helm and a clear intention to diversify into healthcare business activities, Bijoy Hans Limited is embarking on a transformative journey. The strategic financial decisions, including increased borrowing limits and significant related party transactions, underscore the new management’s commitment to business growth and expansion. The company’s history demonstrates its adaptability, and the latest developments indicate a proactive stance to capture new opportunities in the dynamic Indian economy.
(India CSR)
