Bemco Hydraulics Ltd

AGM details

• 68th AGM held 13 August 2026 in Belgaum; physical meeting with e-voting and ballot.
• Remote e-voting open 9–12 August 2026; poll counted at AGM on 13 August 2026.
• Record/Book closure dates not stated.

Key resolutions

• Ordinary Resolution 1: adoption of standalone financial statements; approved.
• Ordinary Resolution 2: adoption of consolidated financial statements; approved.
• Ordinary Resolution 3: dividend on equity shares; approved.
• Ordinary Resolution 4: dividend on 11% Cumulative Redeemable Preference shares; approved.
• Ordinary Resolution 5: re-appointment of Vijay Kumar Mohta by rotation; approved.
• Ordinary Resolution 6: re-appointment of Jyoti Mohan Dalmia by rotation; approved.
• Special Resolution 7: ratification of increased remuneration of Managing Director; approved.
• Special Resolution 8: remuneration in subsidiary for office or place of profit (Anirudh Mohta); approved.
• Special Resolution 9: related party transactions with subsidiary Bemco Fluidtechnik LLP; approved.
• Special Resolution 10: lease of undertaking under section 180(1)(a); approved.

Voting results

• All resolutions passed; ordinary items ~99.9% in favour with small dissent.
• One corporate member abstained on resolutions 8 and 9.

Dividend

• Dividend on equity shares declared; amount per share not disclosed.
• Dividend on 11% cumulative redeemable preference shares approved; amount per share not disclosed.

Directors

• Vijay Kumar Mohta and Jyoti Mohan Dalmia re-elected by rotation.

Related party disclosures

• Remuneration in respect of MD for subsidiary approved (related party).
• Related party transactions with subsidiary Bemco Fluidtechnik LLP approved.

Other material approvals

• Lease of Undertaking approved under section 180(1)(a) of the Companies Act.

Standalone results

• Standalone revenue from operations ₹1,330.74 Lakhs; up ~49.5% YoY.
• Total income ₹1,390.67 Lakhs; up ~51% YoY.
• Profit before tax ₹272.87 Lakhs; up from ₹41.56.
• Profit for the period from continuing operations ₹198.79 Lakhs.
• EPS (Basic/Diluted) ₹0.45.

Consolidated results

• Consolidated revenue from operations ₹1,558.40 Lakhs; up ~33.1% YoY.
• Total income ₹1,695.70 Lakhs.
• Profit before tax ₹379.34 Lakhs.
• Profit for the period attributable to shareholders ₹272.40 Lakhs.
• EPS (Basic/Diluted) ₹0.62.

Financial results and related disclosures

• Unaudited standalone financial results for quarter ended 30 June 2026 taken on record.
• Unaudited consolidated financial results for quarter ended 30 June 2026 taken on record.
• Limited review reports for standalone and consolidated results taken on record.
• Investor Grievance Redressal Statement for quarter ended 30 June 2026 taken on record.

Meeting Details

• Date, time, and venue: 13 August 2026, 11:00 AM, Registered office, Belgaum.

Key Agenda Items

• Read and confirm minutes of the previous board meeting held on 25 May 2026.
• Unaudited standalone and consolidated results for quarter ended 30 June 2026, per Audit Committee recommendation.
• Take note of investor complaints statement submitted to stock exchange for quarter ended June 2026.

Other Notes

• Trading window closed from 27 June 2026 and remains closed for 48 hours after the board meeting outcome.

Book closure and AGM details

• Book closure from 07 Aug 2026 to 13 Aug 2026 (inclusive) for 68th AGM.
• Record date fixed on 06 Aug 2026 to determine dividend entitlement.
• AGM date: 13 Aug 2026 at 3:30 PM.
• Security: Equity shares of Bemco Hydraulics Ltd.
• E-voting period: not provided.
• Dividend entitlement determined by record date; payment date not disclosed.

Financial performance

• Standalone revenue from operations: Rs 8,066.98 L.
• Standalone total income: Rs 8,160.41 L.
• Standalone PAT: Rs 994.29 L; EPS: Rs 2.27.
• Consolidated revenue: Rs 9,713.51 L; PAT: Rs 1,486.75 L; EPS: Rs 3.40.
• Final equity dividend: 10% (Rs 0.10 per share); Rs 43.73 L.
• Preference dividend: 11% on 3,00,000 shares paid; Rs 33.00 L.
• Proposed final dividend for FY2025-26: Rs 2 per equity share.
• Record date for dividend: 6 Aug 2026.

Dividends & capital

• Post-split equity shares: 4.3734 million; 4,37,34,000 shares of ₹1 each.
• 2,18,67,000 bonus equity shares issued.
• Record date for dividend: 6 Aug 2026.
• AGM date: 13 Aug 2026.
• Equity voting rights: one vote per share.

Capital & liquidity

• Standalone borrowings: long-term Rs 348.48 L; short-term Rs 1,148.81 L; total Rs 1,497.29 L.
• Consolidated borrowings: long-term Rs 348.48 L; short-term Rs 1,420.02 L; total Rs 1,768.50 L.
• Consolidated net debt to equity: 0.17x.
• Standalone cash + bank balances: Rs 455.17 L.
• Consolidated cash + bank balances: Rs 534.64 L.

Subsidiaries

• Pegasys Machines Pvt Ltd: 100% owned; turnover Rs 14.63 Cr; PBT Rs 6.55 Cr; PAT Rs 4.87 Cr.
• Bemco Fluidtechnik LLP: turnover Rs 4.12 Cr; 65% owned by Bemco Hydraulics.
• Subsidiary performance consolidated; Pegasys is a forward-looking technology tie-in.

Related party transactions

• Bemco Fluidtechnik LLP: Purchase of hydraulic pumps etc; Rs 3.00 Cr.
• Bemco Fluidtechnik LLP: Sale of hydraulic pumps etc; Rs 3.00 Cr.
• Remuneration to MD Anirudh Mohta revised to Rs 8.50 L/month from 1-Apr-2027 for two years.
• Professional fees to MD: Rs 150,000/month in BFLP; Rs 300,000/month in Pegasys.
• Audit Committee omnibus approval for related party transactions.

Governance & risk

• Board comprises 6 directors; 1 executive, 5 non-executive; 3 independent; 1 woman.
• Independent Directors meet at least once; one meeting held during the year.
• Audit Committee: 4 independent directors + MD; met 5 times.
• Nomination & Remuneration Committee met once; governance policies in place.

CSR & sustainability

• CSR expenditure: Rs 19.37 L; 2% of average net profit Rs 19.34 L; actual Rs 19.37 L.
• CSR policy hosted on company website; activities aligned to Schedule VII.
• Notable CSR projects include Chalo Phade, Pyaas Foundation, Samarthanam, and others.

Annual General Meeting & notices

• 68th AGM at Belgaum on 13 Aug 2026, 3:30 PM.
• Notice includes ordinary business and special businesses 7-10 (MD remuneration, office of profit, RPTs, lease).
• E-voting window: 9 Aug to 12 Aug 2026; voting end before AGM.
• Register closure: 7–13 Aug 2026; record date for voting: 06 Aug 2026.
• Proxy form and attendance requirements detailed in notice.

Audit & internal controls

• Standalone audit reports include a qualification on lack of audit trail in accounting software.
• Board engaged IT vendor to enable audit trail; internal controls deemed adequate.
• CSR fund usage certified by CFO/MD; governance certificates issued.

AGM Details

• Date and time: 13 August 2026 at 3:30 PM; mode: physical.
• Venue: Registered Office, Udyambag Industrial Estate, Belgaum.

Ordinary Business

• Adopt standalone financial statements for the year ended 31 March 2026.
• Adopt consolidated financial statements for the year ended 31 March 2026.
• Final dividend on equity shares: 10% (Rs 0.10 per share).
• Total dividend amount: Rs 43,73,400.
• Re-appointment of Jyoti Mohan Dalmia as Non-Executive Director.

Special Business

• MD remuneration revised to Rs 8.50 lakh per month for two years from Apr-2027.
• Monthly professional fees to MD in Bemco Fluidtechnik LLP: Rs 150,000.
• Monthly professional fees to MD in Pegasys Machines Private Limited: Rs 300,000.
• Related party transactions with Bemco Fluidtechnik LLP: Purchase of hydraulic pumps etc., Rs 3,00,00,000.
• Related party transactions with Bemco Fluidtechnik LLP: Sale of hydraulic pumps etc., Rs 3,00,00,000.
• Lease land 40,000 sq ft in Belgaum; monthly rent, interest-free deposit.
• Board authorized to take actions to implement the remuneration resolution.

Dematerialisation status

• Dematerialisation requests processed; accepted/rejected confirmed to depositories.
• Securities dematerialised listed on the stock exchanges where earlier securities are listed.
• Physical certificates for dematerialisation mutilated and cancelled after verification.
• Depository name substituted as registered owner within the prescribed timeline.