Benara Bearings and Pistons Ltd

AGM Details

• Date: 28 September 2026; conducted via VC/OAVM; no physical attendance.
• E-voting period: 25–27 September 2026; cut-off date: 21 September 2026.
• Results declared: 28 September 2026; Scrutinizer report filed.

Resolutions & outcomes

• Resolution 1: Adopt standalone and consolidated audited financial statements; approved unanimously.
• Resolution 2: Re-appointment of Panna Lal Jain as Director by rotation; unanimously approved.
• Resolution 3: Appointment of Harvendra Kumar Singh as Independent Director for 5 years.
• Resolution 4: Appointment of Sunidhi Jain as Independent Director for 5 years.

Director changes

• Independent Directors appointed: Harvendra Kumar Singh and Sunidhi Jain; tenure five years.
• Panna Lal Jain re-appointed as Director; retiring by rotation.

NCS status and upcoming payments

• No non-convertible securities issued; no interest, dividend, or principal payments due for the quarter ending Dec 31, 2026.
• There are no unpaid NCS obligations from previous periods.

Benara Bearings and Pistons Limited: Trading window closure from Oct 1, 2026 until 48 hours after declaration of unaudited results for the half-year ended Sep 30, 2026.

AGM Details

• AGM held through VC/OAVM.
• Remote e-voting: 25 Sep 2026 9:00 to 27 Sep 2026 17:00.
• In-meeting e-voting allowed until 3:30 PM on AGM day.
• Scrutinizer: Kriti Daga, Practising Company Secretary.
• Consolidated Scrutinizer Report submitted on 28 Sep 2026.
• Total shareholders on record date: 507.

Key Resolutions and outcomes

• Ordinary: Adopt Standalone and Consolidated Audited Financial Statements.
• Outcome: Passed with 100% in favour.
• Special: Re-appointment of Mr. Panna Lal Jain by rotation.
• Special: Appointment of Harvendra Kumar Singh as Independent Director for 5 years.
• Special: Appointment of Sunidhi Jain as Independent Director for 5 years.

AGM Details

• Date 28 Sep 2026; VC/OAVM mode; e-voting window 25–27 Sep 2026; cut-off 21 Sep 2026.
• Shareholders on record date: 507; attendance via VC/OAVM: 5.
• No physical attendance.

Resolutions

• Resolution 1 (Ord): Adopt standalone and consolidated financial statements; passed via e-voting.
• Resolution 2 (Special): Re-appointment of Panna Lal Jain as Director; passed.
• Resolution 3 (Special): Appointment of Harvendra Kumar Singh as Independent Director for 5 years; passed.
• Resolution 4 (Special): Appointment of Sunidhi Jain as Independent Director for 5 years; passed.

AGM Details

• 36th AGM held on Sept 28, 2026 at 2:50 PM via video conferencing.
• Quorum of five members present; meeting chaired by the Managing Director.
• Remote e-voting provided from Sept 25 to 27, 2026; NSDL closed voting.
• Scrutinizer appointed: Kriti Daga, Practicing Company Secretary.
• Meeting concluded at 3:10 PM.

Resolutions

• Adopt standalone and consolidated audited financial statements for FY2026 and related reports.
• Re-appoint Panna Lal Jain as director, retiring by rotation.
• Appoint Harvendra Kumar Singh as Independent Director for five years.
• Appoint Sunidhi Jain as Independent Director for five years.

Voting status

• Results of voting will be declared after counting and intimated to stock exchanges.
• Results will be uploaded on the company website.

Director changes

• Panna Lal Jain re-appointed as director, retiring by rotation.
• Harvendra Kumar Singh appointed Independent Director for five years.
• Sunidhi Jain appointed Independent Director for five years.

Financials at a glance

• Standalone revenue ₹503.08 lakh for FY2025-26, down from ₹1106.89 lakh.
• Standalone net loss after tax ₹1610.25 lakh for FY2025-26.
• EPS ₹-9.09 (basic and diluted) for FY2025-26.
• Current ratio 0.22; liquidity stressed.
• Total borrowings ₹6,344.74 lakh; short-term ₹5,108.06 lakh, long-term ₹1,236.68 lakh.
• Net cash from operating activities ₹(175.79) lakh.
• Impairment on non-current assets ₹210.52 lakh; inventory write-offs ₹910.07 lakh.
• Going concern risk noted by auditors; material uncertainty persists.
• Dividend not declared for the year.

Debt & liquidity

• Total borrowings ₹6,344.74 lakh; debt burden remains high.
• Lenders have NPAs status; One-Time Settlement (OTS) negotiations in progress.
• O TS with Axis Bank and Bandhan Bank; outstanding around ₹3,000 lakh; ₹752.20 lakh paid to date.
• Year-end cash and cash equivalents standalone ₹8.64 lakh; consolidated ₹19.89 lakh.

Governance changes

• Independent Directors Harvendra Kumar Singh and Sunidhi Jain appointed; effective 19 March 2026.
• Baljit Singh appointed Company Secretary & Compliance Officer from 24 April 2026.
• Board size five; MD Vivek Benara; no disqualifications.

Audit & internal controls

• Auditors’ reports (standalone/consolidated) contain disclaimers/adverse remarks; significant audit flags.
• Internal audit system not established; weaknesses highlighted by auditors.
• Secretarial audit by Kriti Daga; SS-1 and SS-2 compliance noted.

Subsidiaries & related parties

• Subsidiaries: Benara Solar Pvt Ltd and Securitrans Trading Pvt Ltd.
• Related party loans to directors and relatives disclosed; Jain family and Vivek Benara prominent.
• Remuneration to KMPs: P. Jain ₹9.60 lakh; Vivek Benara ₹12.00 lakh.

Shareholding & market disclosures

• Promoters hold 69.91%; public 30.09%.
• Equity shares: 1.77 crore; 100% dematerialized; SME-listed on BSE (Scrip 541178; ISIN INE495Z01011).
• Dividend history: no dividend declared; no payout in last 10 years.

Risks & outlook

• Material going concern risk due to ongoing cash losses and negative net worth.
• Ongoing debt resolution and cost rationalization efforts; exploring new funding sources.
• Delays in SEBI/LORD filings; SOP fines noted by BSE; governance discipline ongoing.

Book Closure Details

• Book closure from Sep 22, 2026 to Sep 28, 2026 (inclusive) for Annual General Meeting.

Key approvals

• Director's Report for FY ended 2025-26 approved with annexures.
• Fixed book closure period for 36th AGM.
• Notice of 36th AGM approved; to be held 28 Sept 2026 at 2:30 PM (VC/OAVM).
• Secretarial Audit Report for FY ended 2025-26 approved.

Directors and key appointments

• Recommended appointment of Panna Lal Jain for reappointment at the ensuing AGM.
• Regularize Harvendra Kumar Singh as Non-Executive Independent Director for 5 years w.e.f. 19 Mar 2026.
• Regularize Sunidhi Jain as Non-Executive Independent Director for 5 years w.e.f. 19 Mar 2026.
• Appointed Kriti Daga as Secretarial Auditor for 5 years, subject to member approval at AGM.

Governance actions

• Appointed Kriti Daga as Scrutinizer for E-voting at AGM via OAVM.

Dematerialisation status

• No dematerialisation/rematerialisation requests were received during the reporting period.
• Regulation 74(5) not applicable as the entire shareholding is in demat form.