Bengal & Assam Company Ltd

Record date and dividend

• Record date fixed for AGM and dividend entitlement: 1 September 2026.
• Dividend of Rs 50 per equity share (face value Rs 10) contingent on AGM approval.
• Payment expected within 3-4 weeks from AGM date of 8 September 2026.

Overview

• Standalone BRSR for 2025-26; CIC-ND-SI core investment company regulated by RBI.
• Main activities: investments in securities (49.06%) and trading of goods (50.94%).
• Reporting boundary: standalone; two national offices.

Key ESG Risks & Opportunities

• Stamp duty dispute of Rs 10.73 crore; High Court stay pending appeal.
• Minimal direct environmental impact due to no manufacturing; energy use from leased offices.
• BR oversight by Board; policies include Code of Ethics/Conduct and Whistle Blower policy.
• CSR not applicable; exemption due to dividend-based income.
• Shareholder complaints: 17 filed in FY2025-26; none pending.
• Regulatory oversight implied due to CIC-ND-SI status (RBI/SEBI).

Governance & Policy Highlights

• BR Committee chaired by Independent Director; board-approved ethics and conduct policies.
• Anti-bribery policy and Whistle Blower policy in place.
• Writ petition on stamp duty adjudication noted; court order restraining collector pending disposal.
• BR governance reflects RBI/SEBI compliance; no external policy evaluation reported.

Social Responsibility & Workforce

• Total employees 6; 5 permanent male, 1 other; no female staff.
• Board comprises 8 directors; 2 female (20%).
• BoD median pay: male 7.38 lakh; female 13.86 lakh.
• Employees (non-BoD/KMP): four staff; median pay 10.08 lakh.
• Health cover includes group medical and personal accident insurance.
• Whistle Blower policy enables direct access to Audit Committee Chairman.
• Training includes fire safety, ISMS; 12 programs; 50-100% coverage.
• Human rights focal point; grievance redress; no HR complaints filed.

Environmental Performance

• Energy data not reported; offices leased; utilities managed by building owner.
• GHG emissions Scope 1/2 minimal; largely indirect.
• Waste generation not applicable; no manufacturing.
• No environmental certifications or targets disclosed.
• PAT scheme not applicable.

Stakeholder Engagement & Complaints

• Key stakeholders: shareholders, investors, communities, employees, suppliers, bankers, regulators.
• Shareholder complaints: 17 filed; 0 pending; policy link on company site.
• Grievance mechanism exists; shareholders have policy link; other groups report no complaints.
• No unresolved complaints from communities or investors.

Other Notable Metrics

• Cybersecurity policy exists; accessible on intranet.
• Data privacy: no data breaches reported; no consumer data in scope.
• Affiliations with trade associations: Nil.

Financial performance

• Standalone revenue 29,563.19 L; PAT 11,977.42 L; EPS 105.03.
• Consolidated revenue 237,684.97 L; PAT 84,340.45 L; EPS 721.96.
• Dividend on equity: Rs 50 per share; payout Rs 57.02 Cr.
• Appropriations: transfer to RBI reserves Rs 2,395.48 L; surplus Rs 52,121.82 L.

Dividend & capital returns

• Record date for dividend: 1 Sep 2026.
• Cut-off for e-voting: 1 Sep 2026; voting window 1 Sep 2026 to 7 Sep 2026.
• Dividend policy aligned to Dividend Distribution Policy; details on company website.

Capital structure & liquidity

• Standalone borrowings: 53,762.89 L; Subordinated Liabilities: 8,234.24 L.
• Net debt: 8,127.54 L; total equity: 119,442.87 L; gearing 6.37%.
• Cash & cash equivalents: 106.70 L; bank balances: 154.41 L; total liquidity 261.11 L.

Governance & board changes

• Board comprises 8 directors; 4 Non-Executive, 4 Independent.
• Independent Director Shri Sanjay Kumar Khaitan ceased w.e.f. 25 Jan 2026.
• Smt. Vinita Singhania re-appointed as Director; continues as Non-Executive due to age.
• Upendra Gupta re-appointed as CEO & CFO for 3 years from 1 Jul 2026 (subject to members' approval).
• Audit Committee reconstituted 11 Nov 2025; Shri Mudit Kumar appointed; now four members.
• Separate Independent Directors' meeting held 13 Feb 2026; Shri Sanjeev Kumar Jhunjhunwala elected Chairman.

Subsidiaries & arrangement

• Scheme of Arrangement with Umang Dairies Limited and Panchmahal Properties Limited approved; demmerger of dairy to PPL; residual to BACL.
• Effective 17 Jun 2025; exchange: 1 BACL share for 92 UDL shares; 1 BACL share for 14,652 UDL shares.
• Panchmahal Properties renamed Umang Dairies Limited from 1 Oct 2025.
• Two material unlisted subsidiaries: JK Fenner (India) Ltd. and Umang Dairies Limited.

Audits & governance

• Statutory auditors: V. Singhi & Associates; unqualified opinion; no fraud reported.
• Secretarial Auditor: Namo Narain Agarwal resigned; Ronak Jhuthawat & Co appointed; subject to AGM.
• Key audit matters: valuation of investments; revenue recognition; inventories; impairment testing.
• Independent Auditor’s Certificate on Corporate Governance issued; compliance confirmed.

Shareholding & listing

• Scrip code 533095; listed on BSE; NSE trading in permitted category from Apr 20, 2026.
• Dematerialised shares: 98.39% as at 31 Mar 2026; 11,403,899 equity shares outstanding.
• Promoter group holdings: Hari Shankar Singhania Holdings 23.23%; YPL Enterprises Ltd 17.14%.

ESG, BRR & CSR

• Seventh Business Responsibility & Sustainability Report published; CSR policy exemption due to RBI CIC-ND-SI status.
• Board female representation: 2 of 8 directors (25%).
• Whistle Blower policy in place; direct access to Audit Committee for employees.

Outlook & risks

• FY27 outlook: economy positive with ~6% growth; infrastructure push supports sectors invested in.
• Group faces capital-market risk and integration risk from Scheme of Arrangement.
• GRMC risk management framework in place; monitored per RBI and SEBI guidelines.

AGM Details

• 79th AGM on Tue 8 Sep 2026 at 3:00 PM IST via VC/OAVM
• Register of Members and Share Transfer Books closed 1-8 Sep 2026
• Cut-off date for e-voting rights 1 Sep 2026
• Remote e-voting window runs 4-7 September 2026

Resolutions

• Adopt standalone and consolidated financial statements for FY2025-26 with reports
• Declare dividend for FY2025-26
• Appoint Ronak Jhuthawat & Co. as Secretarial Auditor for 2026-31; first-year remuneration Rs 60,000
• Re-appoint Vinita Singhania as Non-Executive Director, liable to retire by rotation
• Re-appoint Upendra Kumar Gupta as CEO and CFO for three years from 1 July 2026
• Voting results to be announced within two working days after the AGM

Dividend Details

• Dividend recommended at Rs 50 per equity share; record date 1 Sep 2026
• Dividend payable within 3-4 weeks after AGM, subject to TDS
• Physical shareholders must provide KYC to receive electronic dividend

Appointments & Governance

• Outgoing Secretarial Auditor resigned; new Secretarial Auditor appointed for 2026-31; remuneration Rs 60,000 first year
• Remuneration terms for Gupta re-appointment to be fixed by Board under Schedule V
• Vinita Singhania re-appointment; director by rotation
• Board-approved Upendra Gupta's 3-year term; remuneration details in notice

Dividend record date and AGM details

• AGM scheduled Sept 8, 2026 via VC/OAVM; record date Sept 1, 2026 for dividend entitlement.
• Dividend: Rs 50 per equity share of Rs 10, subject to AGM approval.
• Book closure from Sept 1 to Sept 8, 2026 for AGM and dividend entitlement.
• Dividend payment within 3-4 weeks after AGM.

Meeting Details

• Board meeting on 13 August 2026 in New Delhi; time not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated financial results for Q1 ended 30 June 2026.

Other Notes

• Trading window closed from 1 July 2026; re-opens on 16 August 2026.