Batliboi Ltd

Item 1: RNCPS to CCPS conversion

• Special; convert 6,92,480 RNCPS into CCPS convertible into equity on demand; promoter involved.

Item 2: Preferential issue to promoter (CCPS conversion)

• Special; preferential issue up to 6,10,114 equity shares at Rs 113.50 to promoter on CCPS conversion.

Item 3: Loan conversion into equity

• Special; amend loan to convert promoter Mr. Nirmal Bhogilal's unsecured loan into equity shares.

Item 4: Preferential issue on loan conversion

• Special; preferential issue up to 13,21,585 equity shares at Rs 113.50 on conversion of loan.

Item 5: Independent Director appointment

• Special; appoint Mr. Shankaran Rajaram Vignesh as Independent Director for five years.

Batliboi Limited — Closure of Trading Window from 30 September 2026; The window will open 48 hours after the announcement of results for the quarter and half year ended 30 September 2026.

MOU for Surat asset sale

• MOU signed on 2 September 2026 to sell part of Surat land, buildings, and capex.
• Asset classified as 'asset held for sale' in FY2025-26 notes.
• Final transaction subject to due diligence and terms of the MOU.
• No impact disclosed on timing or valuation; due diligence ongoing.

Financial Performance

• Q1 FY27 revenue INR125 crores, up 80% YoY to Q1 FY26.
• EBITDA margin 4%; PAT INR49 lakhs vs loss INR2.4 crores YoY.
• Order backlog INR618 crores as of June 30, 2026; order inflow INR283 crores.
• Machine Tools backlog INR183 crores, 30% of total backlog.
• 88 MT machines installed; 1 machine in trading division.
• Quickmill turnover INR45 crores in FY27 Q1; pending orders; consistent performance expected.
• Textile machinery: revenue INR12 crores; backlog INR201 crores; inflow INR79 crores.
• Environmental Engineering: revenue INR27 crores; inflow INR76 crores; backlog INR134 crores.
• SAEL Industries pollution-control order INR52 crores for solarcell facility; commissioning in 6-8 months.

Operating Update

• Acquisition of Penta Automation Systems to strengthen automation offerings.
• Penta turnover last year INR25 crores; expected 25-30% growth for next 2-3 years.
• Raw-material costs rising; absorbing some while passing copper & steel increases to customers.
• Productivity improvements: added machines to raise production ~30%.
• One or two quick investments in machine tool space; potential solar plant to reduce costs.
• Quickmill expanding geography to Gulf, Mexico, South America; large orders in Saudi Arabia.
• Textile focus: retrofit segments; exports to Africa and South Asia; Bangladesh market expected to pick up.
• EEG division targeting new markets; cost reductions and performance enhancements; Bioconserve Renewables operates in effluent treatment and ZLD for textiles.

Projects and Capex

• Penta Automation acquisition completed; integration across Batliboi divisions planned.
• Solar plant: plan to install one more solar plant at factory to cut energy costs.
• Moderate capex in machine-tool space to augment capacity and efficiency.

Outlook and Guidance

• Management is optimistic of around 10% top-line growth over the last year.

Q&A

• Penta integration: growth target 25-30% for next 2-3 years; cross-division synergies.
• Operating profit: EBITDA targeted to improve to ~7-8% in 1-2 years via efficiency.
• Trading income: includes commission and after-sales service; offline data to be shared.
• Power cost: current solar share ~65-70% of factory power; INR10 per unit; spare capacity 30-40%.
• Bangladesh and Africa/South Asia: growth opportunities pursued via retrofit/export focus.
• EEG pipeline: several big opportunities may fructify in the next 2-3 quarters.

Meeting Details

• Date: 11 August 2026.
• Type/Mode: Group earnings call; audio recording posted online.

Participants

• Board of Directors approved Q1 FY27 results.
• Company Secretary involved in issuing the communication.

Purpose

• Earnings results discussion for Q1 FY27.

Additional Notes

• Recording available on Batliboi website.
• Q1 FY27 results approved by Board on 7 August 2026 and submitted to stock exchange.

AGM details

• Date of AGM: 07-Aug-2026.
• Mode: remote e-voting and voting at AGM.
• Shareholders on record: 14,898.

Resolutions put to vote

• Ordinary: receive, consider and adopt financial statements and reports.
• Ordinary: declare final dividend on equity and preference shares.
• Ordinary: re-appointment by rotation of Sanjiv Joshi as Director.
• Ordinary: ratify remuneration of Cost Auditors for FY 2026-27.

Dividend details

• Final dividend: equity Rs 0.60 per share; preference Rs 1 and Rs 8 per share.

Voting results

• Resolution 1: Passed with overwhelming approval.
• Resolution 2: Passed with high in-favour; small against.
• Resolution 3: Passed with high in-favour; small against.
• Resolution 4: Passed with high in-favour; small against.

Directors & auditors

• Re-appointment by rotation: Sanjiv Joshi, MD, as Director.
• Cost Auditors remuneration for 2026-27 ratified.

Related party transactions

• No material related party transactions reported.

Other approvals

• No further material approvals disclosed.

Business Overview

• Diversified engineering group across Air Engineering, Textile Machinery, Machine Tools, Robotics & Automation (Penta), EEG, BREPL.
• Penta Automation Systems acquired to enter industrial automation and robotics.
• Strategic fit for automation and robotics growth across Batliboi's portfolio.

Operational Highlights

• 1QFY27 revenue ₹125 crore; EBITDA ₹5 crore; PAT ₹0.49 crore.
• Order inflow ₹283 crore in 1QFY27; outstanding orderbook ₹618 crore (June 2026).
• SAEL contract for pollution system at Jewar Solar Cell facility ₹52 crore.
• Penta acquisition completed; total consideration ₹19.8 crore.
• Payment structure: ₹15.84 crore upfront; ₹3.96 crore deferred over 5 years.
• New Pune facility for PATs Robotics (Chakan) 5,000 sq ft.
• Quickmill 1QFY27 inflow ₹45 crore; turnover ₹45 crore.
• FY27 guidance: ~10% sustainable topline growth with stable margins.

Financial Performance

• FY26 revenue ₹440 crore; FY25 ₹413 crore; YoY growth 7%.
• FY26 EBITDA ₹28 crore; EBITDA margin 6%.
• 1QFY27 PAT ₹0.49 crore; YoY swing from ₹-2 crore.
• Net debt to equity 0.28x as at March 2026.
• Total assets ₹470 crore; total equity ₹232 crore.
• Cash and cash equivalents ₹22 crore; current assets ₹213 crore.

Capital Structure & Liquidity

• Long-term borrowings ₹64 crore; short-term borrowings ₹16 crore.
• Deferred payment for Penta ₹3.96 crore payable over 5 years.
• Equity ₹232 crore; total assets ₹470 crore.

Strategic Priorities & Outlook

• FY27 topline growth ~10% with stable margins.
• CNC and Middle East focus; expanding Quickmill into Gulf, Mexico, Europe.
• Industrial automation/robotics growth via Penta; expanding Batliboi's customer base.
• Global CNC market CAGR 9.8% to 2034; Asia-Pacific leads.
• EEG and BREPL growth opportunities in water treatment and ZLD solutions.
• Target 12-15% CAGR in CNC; focus on greenfield automation.

Risks & Mitigation

• Macro-economic, regulatory, currency, and interest-rate risks.
• Geopolitical risk: Middle East conflict could affect outcomes.
• Currency/interest-rate fluctuations risk; mitigated by hedging.
• Mitigation: diversified portfolio and strategic partnerships.

Governance & Leadership

• MD: Sanjiv Joshi; Chairman: Nirmal Bhogilal; WTD: Kabir Bhogilal.
• Penta transaction: 100% equity; pre-close owners 49% Manders, 51% Founders.
• Post-completion: Penta becomes Batliboi Pats Robotics subsidiary.
• Founders remain engaged for five-year management continuity.
• Synergies across machine tools, textile machinery, and environmental engineering.

Cessation of Independent Director

• George Verghese completes second five-year term as Independent Director; ceases as NED from Aug 8, 2026.
• Board committee memberships linked to him also cease from Aug 8, 2026.
• Cessation due to completion of second term as Independent Director; effective close of business hours Aug 8, 2026.
• Annexure A notes no appointment/profile details and no related-party relationships disclosed.

Financial highlights

• Revenue from operations Rs 125 crore; EBITDA Rs 5 crore; PAT Rs 0.49 crore.
• Order inflow in 1Q FY27: Rs 283 crore.
• Outstanding order book stands at Rs 618 crore as of June 2026.
• Revenue growth YoY 80%, EBITDA 5 crore, PAT 0.49 crore.

Strategic actions

• Penta Automation Systems acquired 100% via secondary acquisition in July 2026 (80% upfront).
• Environmental Engineering Division contract: Rs 52 crore with SAEL Industries for pollution system.

Outlook & guidance

• FY27 guidance: ~10% topline growth with stable margins.
• Management cites favorable tailwinds and growing international opportunities.
• No adverse impact anticipated from Middle East tensions; entering FY27 with confidence.