Banco Products (India) Ltd

Resignation of DGM-Purchase

• Mr. Mahendra Nath Mahato resigned as DGM-Purchase, effective 30 September 2026.

Resignations of Senior Marketing Personnel

• Resignation: Sujith Nair, President Marketing (OEM); cessation effective 5 September 2026 after business hours.
• Reason: moved on for better prospects.
• Resignation: Santosh Sawant, Deputy General Manager (OEM Marketing); cessation effective 9 September 2026 after business hours.
• Reason: resignation due to family obligations; immediate effect.

Banco Products (India) Ltd - Closure of Trading Window

AGM Details

• AGM held on 19 September 2026 at 11:30 AM via VC/OAVM.
• Cut-off date for voting: 12 September 2026.
• Remote e-voting period: 16 to 18 September 2026.

Key Resolutions

• Resolution 1: Adopted Audited Standalone and Consolidated Financial Statements for year ended 31 March 2026.
• Resolution 2: Sharan M. Patel (DIN 09151194) re-appointed by rotation.
• Resolution 3: Dividend of Rs 8 per equity share declared.
• Resolution 4: Regularisation of Hiteshbhai Manubhai Patel as Director by rotation.
• Resolution 5: Hiteshbhai Manubhai Patel appointed as Whole-time Director.
• Resolution 6: Payment of commission to Shivam M. Patel, Non-Executive Director.
• Resolution 7: Ratification of remuneration to Cost Auditor.

Directors & KMP

• Sharan M. Patel retires by rotation; re-appointed.
• Hiteshbhai Manubhai Patel appointed as Director (regularised) and Whole-time Director.

Auditors

• Statutory auditor unchanged; cost auditor remuneration ratified.

AGM Details

• 65th AGM held on 19 September 2026 at 11:30 AM IST via VC/OAVM.

Resolutions

• Agenda items comprised Ordinary and Special resolutions; detailed list not included in excerpt.

Voting and Scrutiny

• Voting by remote e-voting and VC; results to be declared within prescribed time.

Scrutinizer

• Scrutinizer appointed: Mr. J. J. Gandhi, for vote counting.

Senior Management Appointment

• Appointment of Mr. Kshitikesh Parmeshwar as Chief Technology Officer (Senior Management) effective 14 September 2026.
• Reason for change: Appointment to the CTO role.
• Profile: B.Tech Mechanical Engineering from NIT Calicut; 30+ years in R&D and automotive leadership.

Overview

• Standalone BRSR for FY2025-26; radiator manufacturing and assembly.
• Standalone basis; 100% turnover from radiator core and assembly.
• Operates 4 plants in India; serves 27 states and 39 countries.
• Exports contribute about 28% of total turnover.
• Total workforce: 452 employees and 3,152 workers.

Key ESG Risks & Opportunities

• Material ESG risks include climate change, emission norms, and stakeholder engagement.
• Opportunities include supplier sustainability, EPR alignment, and energy-water efficiency.
• No Life Cycle Assessment conducted for FY2025-26.
• Mitigation relies on regulatory compliance, stakeholder engagement, and policy oversight.

Governance & Policy Highlights

• Sustainability Policy covers nine principles; board-approved.
• Sustainability Committee oversees implementation; includes board and management representatives.
• Vigil/Whistle-Blower policy available on company site.
• No external assurance; compliance with statutory requirements reported.

Social Responsibility & Workforce

• Total workforce: 452 employees and 3,152 workers.
• Female representation among permanent staff about 5%; KMP female share 66.7%.
• LTIFR is Nil; no fatalities in FY2025-26.
• OH&S system implemented at all plants; 100% training coverage.
• POSH complaints: two filed in FY2025-26; two upheld.
• Rights of Persons with Disabilities Act compliant; equal opportunity policy on intranet.

Environmental Performance

• Total energy 144,688 GJ; renewables 8,879 GJ; non-renewables 135,809 GJ.
• Water withdrawal 83,722 KL; surface 20,231; groundwater 49,616; third-party 13,876.
• Energy intensity: 1.18e-5 GJ per rupee; 0.050 GJ per unit.
• Zero-liquid discharge; wastewater reused in gardens and cooling towers.
• Air emissions: NOx 1,220 kg; SOx 180 kg; PM 515 kg.
• Waste: total 99.352 MT; plastics recycled 25.67 MT; landfilled 69.445 MT.
• Certifications: IATF 16949, ISO 9001, ISO 14001, ISO 45001, EN 15085.
• Wind power procurement; non-CFC refrigerants; energy from wind.

Stakeholder Engagement & Complaints

• Stakeholder engagement channels include customers, employees, shareholders, vendors, and regulators.
• Engagement frequency is ongoing; CSR programs guided by stakeholder input.
• Whistle-Blower/Vigil Mechanism exists; complaints handled via intranet and investor channels.
• Investors had 0 complaints filed in FY2025-26.
• POSH complaints: two filed in FY2025-26; two upheld.

Other Notable Metrics

• RPTs: purchases from related parties 7.34%; sales to related parties 18.05%.
• MSME procurement 20.5%; domestic Indian procurement 54.6%.
• Export turnover accounts for 28% of total turnover.
• Lifecycle Assessment not conducted FY2025-26.
• Affiliations with two trade associations; major associations listed.

Financial performance

• Standalone revenue Rs 3896.38 Cr; PAT Rs 419 Cr; EPS Rs 29.28.
• Consolidated revenue Rs 3994.96 Cr; PAT Rs 481.68 Cr; EPS Rs 33.68.
• ROE 32.25% and EBITDA margin 20.72% (consolidated).
• 5-year trend: EPS from Rs 10.66 to Rs 33.68; net worth Rs 1,684.32 Cr.
• Dividend backdrop: interim Rs 7 and Rs 8; final Rs 8 per share.

Dividends & corporate actions

• Final dividend Rs 8 per equity share; interim dividends Rs 7 and Rs 8.
• Record date for final dividend: 12 Sep 2026; AGM: 19 Sep 2026 (VC/OAVM).
• Share capital Rs 28.60 Cr; 99% dematerialised; promoter stake ~67.87%.

Business developments & strategy

• BNCL: Next-Generation Thermal Management platform; commercial production started Oct 12, 2023.
• NRF group expansion: new warehouses in Florence (Italy), Bucharest (Romania).
• New capacity in Gdansk, Italy, Romania, Turkey; regional mega-hubs planned.
• EV/NEXT-Gen focus: expanding battery and inverter cooling capabilities.

Governance & risk

• Board comprises 8 directors; 4 independent; CFO changes: Sachin Kotak since May 2025.
• Statutory auditors: PSCA & Co.; Secretarial: J.J. Gandhi & Co.; external audits clean.
• Going concern affirmed; robust internal controls and risk-management framework in place.

CSR & ESG

• CSR spend Rs 455.39 Lakhs; baseline 2% of average net profit Rs 340.32 Lakhs; carry-forward Rs 540.88 Lakhs.
• Adoption of CSRD; improved gender balance on board; enhanced cyber resilience.

Subsidiaries & related parties

• Subsidiaries: NRF Holding BV; Banco Gaskets (India) Ltd.; Banco New Energy Cooling Systems Ltd.
• Notable related-party transactions: Banco Gaskets purchases Rs 1,385.70 Lakhs; BNCL Rs 3,782.67 Lakhs.
• Consolidated assets include substantial investments in NRF Holding BV and subsidiaries.

Outlook & risks

• Auto/industrial demand outlook remains positive; EV adoption accelerates demand shifts.
• Risks include commodity cost volatility, supply-chain disruptions, and regulatory changes.
• Strategy emphasizes cost discipline, localization, and digitalization to sustain growth.

AGM Details

• 65th AGM on 19 September 2026 at 11:30 a.m. IST via VC/OAVM.
• Record date fixed 12 September 2026 for final dividend entitlement.

Ordinary Business

• Adopt audited standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appoint Sharan M. Patel, retiring by rotation.
• Declare final dividend of Rs 8 per equity share.

Special Business

• Regularise Hiteshbhai Manubhai Patel as Director, liable to retire by rotation.
• Appoint Hiteshbhai M. Patel as Whole-time Director for 3 years from 8 August 2026.
• Approve payment of 1.5% net profits as commission to Shivam M. Patel for FY2025-26.
• Total remuneration cap for all directors remains within 11% of net profits.
• Board authorized to settle implementation steps.

Cost Auditor Remuneration

• Ratify remuneration of Rs 55,000 for Cost Auditor FY2026-27 plus applicable taxes.