Bengal Tea & Fabrics Ltd

Bengal Tea & Fabrics Ltd — Closure of trading window from 1 October 2026 till 48 hours after declaration of Un-Audited Financial Results for the quarter and half year ended 30 September 2026

Financial results and audit disclosures

• Board approved unaudited standalone quarterly results for quarter ended 30 June 2026.
• Limited Review Report dated 12 August 2026 by Jain & Co. on the unaudited results.
• Results approved under Regulation 33 of SEBI LODR 2015; report enclosed.

AGM Details

• AGM date/time: 07-08-2026, 11:00–12:08 IST, VC/OAVM.
• Record date: 31-07-2026; last day for postal ballots: 07-08-2026.

Key Resolutions

• Adoption of audited financial statements and reports; ordinary.
• Declaration of dividend; ordinary.
• Re-appointment of Shubha Kanoria by rotation; ordinary.
• Re-appointment of Kushagra Kanoria as Whole-Time Director; ordinary.

Voting Results

• R1 passed; in favour 7,160,755, against 270,065.
• R2 passed; in favour 7,160,755, against 270,065.
• R3 passed; in favour 7,160,755, against 270,065.
• R4 passed; in favour 7,160,755, against 270,065.
• Overall: all resolutions passed with overwhelming support.

Dividend

• Dividend of Re 1.50 per equity share approved.

Director Changes

• Shubha Kanoria reappointed by rotation as Director.
• Kushagra Kanoria reappointed as Whole-Time Director.

Auditors

• Auditors' reports included in the adoption resolution.

AGM Details

• AGM held on 7 Aug 2026 at 11:00 A.M. via VC/OAVM.
• Meeting concluded at 12:08 P.M.; 69 members attended.
• Remote e-voting cutoff: 31 July 2026; voting window: 4–6 August 2026.
• Consolidated results to be posted on company website and NSDL within 2 days.

Key Resolutions

• Adoption of financial statements, reports of Directors and Auditors (ordinary).
• Dividend declaration of Re.1.50 per equity share (ordinary).
• Re-appointment of Mrs. Shubha Kanoria retiring by rotation (ordinary).
• Re-appointment of Mr. Kushagra Kanoria as Whole-Time Director (ordinary).

Voting Results

• All resolutions passed by requisite majority.
• Results to be placed on company website and NSDL within 2 working days.

Dividend

• Dividend per share: Re.1.50 for FY ended 31 March 2026.

Director Changes / Appointments

• Shubha Kanoria re-appointed as Director (retiring by rotation).
• Kushagra Kanoria re-appointed as Whole-Time Director.

Auditor / Secretarial Appointments

• Statutory, Secretarial auditors attended; no changes announced.

Meeting Details

• Board meeting scheduled for Aug 12, 2026 to consider unaudited results for quarter ended June 30, 2026.

Key Agenda Items

• Consider and approve unaudited financial results for the quarter ended June 30, 2026.

Other Notes

• Trading window closed for designated persons and relatives from Jul 1, 2026; opens 48 hours after results declaration.

Dematerialisation status

• Dematerialisation requests were confirmed by the Registrar to the depositories.
• Securities dematerialised were listed on the exchanges where earlier issues are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification; depository named as registered owner updated within timeline.

Auditor opinion

• Statutory auditors Jain & Co issued year ended 31 March 2026 standalone financial results with an unmodified opinion.

Financial highlights

• Revenue from operations: ₹5,252.71 lakhs for year ended 31 Mar 2026.
• Total income: ₹6,249.76 lakhs.
• Continuing operations after tax: ₹449.14 lakhs.
• Comprehensive income: ₹547.47 lakhs; EPS ₹4.99.
• Dividend recommended: ₹1.50 per equity share.
• Tax: current ₹189.88 lakhs; deferred ₹258.78 lakhs; prior year ₹4.99.
• Net cash from operating activities: ₹-230.44 lakhs; investing ₹89.74; financing ₹193.30.
• Net increase in cash: ₹52.60 lakhs.

Tea division performance

• Tea production: 17.75 lakh kg; sales: 17.97 lakh kg; average realisation ₹279/kg.
• New processing equipment installed to boost orthodox production.
• Promoter holding: 56.19% by promoter promoter group; total promoter stake 74.89%.
• Company without subsidiary in Tea Division; promoter ownership remains.

Discontinued operations

• Textile/Yarn segment discontinued; results shown under Discontinued Operations.
• Revenue from discontinued operations: ₹10,100 lakhs in 2025-26.
• Disposal group assets and liabilities presented separately; no active Textile segment.

AGM & dividend details

• 43rd AGM: 7 Aug 2026 at 11:00 IST via VC/OAVM.
• Record date: 31 Jul 2026; E-voting: 4–6 Aug 2026.
• Dividend final: ₹1.50 per equity share; subject to AGM approval.
• Proxy facility not available due to VC/OAVM arrangement.

Board governance changes

• Amitabh Sonthalia & Arun Jhunjhunwala appointed as Independent Directors on 6 Feb 2026.
• Navin Nayar and Ashutosh Bhagat ceased as Independent Directors on 1 Apr 2026.
• Kushagra Kanoria re-appointed Whole-Time Director for 3 years from 1 Apr 2027.
• Shubha Kanoria to retire by rotation; eligible for re-appointment.

Capital structure & liquidity

• Short-term borrowings: ₹797.54 lakhs; current borrowings secured.
• Long-term borrowings: ₹118.75 lakhs; AIF loan at 9% interest.
• Loans guaranteed by Managing Director.
• Total assets pledged as security: ₹4,487.98 lakhs.
• Final note: Agricultural Infrastructure Fund loan details exist.

Audit, risk & compliance

• Statutory auditors: Jain & Co.; Secretarial: Bajaj Todi & Associates.
• Audit report: no qualifications; internal controls adequate.
• CSR Committee formed; CSR expenditure nil for 2025-26.
• Independent directors' evaluation conducted; governance processes satisfactory.
• No major secretarial observations; secretarial auditor appointment recommended for 2025-30.
• Contingent liabilities include service tax/GST/ Excise ₹67.52 lakhs and labour ₹107.09 lakhs.
• Company complies with applicable corporate governance norms; no material non-compliance reported.