BF Investment Ltd

Financial results approved

• Unaudited standalone financial results for quarter ended June 30, 2026 approved with Limited Review Report.
• Unaudited consolidated financial results for quarter ended June 30, 2026 approved with Limited Review Report.
• Results to be available on BF Investment's website.

Governance and approval

• Audit Committee reviewed and Board approved the results at meetings held on August 14, 2026.

AGM Details

• Held on 30 July 2026 at 11:00 A.M. IST via VC/OAVM.
• Remote e-voting open 27–29 July; voting also at AGM.
• Quorum present; meeting conducted via VC/OAVM with remote attendance.

Key Resolutions

• Adopt audited standalone and consolidated financial statements for year ended 31 March 2026.
• Declare dividend on equity shares for year ended 31 March 2026.
• Re-appoint Amit B. Kalyani (DIN 00089430) who retires by rotation.
• Special: payment of commission to non-executive director.

Dividend

• Dividend on equity shares for year ended 31 March 2026; amount per share not disclosed.

Director Changes

• Amit B. Kalyani to be re-appointed.

Voting Results

• Adoption of financial statements: results not disclosed in this filing.
• Dividend declaration: results not disclosed.
• Director re-appointment: results not disclosed.
• Payment of commission: results not disclosed.

Auditors

• No auditor appointment changes announced.

Material Related Party Transactions

• No material RPTs disclosed.

Clarification on spurt in volume

• Volume spurt is market-driven and due to market conditions.
• Disclosures under SEBI LODR Regulation 30 have been made and will continue as required.
• Correspondence from NSE dated 10 July 2026 and BSE dated 13 July 2026.
• Compliance officer was on leave on 13 July 2026; response submitted immediately.
• Company will continue to disclose material information as required.

Dematerialisation status

• Dematerialisation requests for the reporting quarter were processed (accepted/rejected) and listed on exchanges.
• Physical demat certificates were mutilated and cancelled after verification; depository name updated as registered owner within timelines.

Overview

• Core investment company focused on investment and financing.
• Standalone reporting boundary for FY 2025-26.
• National presence with one office; no international operations.

Key ESG Risks & Opportunities

• Securities market fluctuations could devalue investments; plan investments accordingly.
• Reliance on dividends from investee companies; monitor investee performance.
• Risk of non-recovery of principal lent and interest; pursue recoveries.
• Change in government policies; maintain flexibility to adapt.
• Digitalisation and cyber security risks; strengthen security architecture and monitoring.

Governance & Policy Highlights

• Board oversight with internal audit and risk management processes.
• Policies include Code of Conduct and CSR Policy; anti-bribery policy not in place.
• SEBI LODR penalty of Rs 713,900 disclosed.
• No external assurance on BR reporting; highest authority oversees BR policy.

Social Responsibility & Workforce

• Total employees two; permanent two; 50% male and 50% female.
• Board female representation: 1 of 6 directors.
• KMP female representation: 1 of 2.
• Median remuneration: BoD Rs 2,500,000; KMP Rs 1,400,000.
• Wellbeing cost equals 0.01% of total revenue.
• Two employees trained on human rights; all employees.
• Grievance mechanism via HR; employees can raise concerns.
• PF and Gratuity cover 100% of employees.
• Performance reviews conducted for all employees.
• No LTIFR or safety incidents.

Environmental Performance

• Energy consumption negligible; electricity via rent; no renewable energy.
• Scope 1 and 2 GHG emissions: Nil.
• Total waste generated: Nil; no recycling or disposal activity.
• No environmental certifications or targets disclosed.

Stakeholder Engagement & Complaints

• Key stakeholder groups identified: shareholders, investors, employees, government/regulators.
• Engagement channels: quarterly shareholder updates and AGM; investor website; government on demand.
• Shareholders filed 6 complaints in FY2025-26; 0 pending at year-end.
• Whistleblower policy available; link provided.
• Data privacy and cyber security: no consumer complaints; policy exists.

Other Notable Metrics

• CSR applicability under Companies Act; turnover Rs 201,52,81,720; net worth Rs 961,45,50,000.
• Related-party transactions: 100% loans/advances and investments with related parties.
• Data privacy and cyber security policy in force; risk management policy available.
• No external assurance on BR or environmental data.

Financial snapshot

• Standalone total income Rs 2,074.23m; PAT Rs 1,465.44m; EPS Rs 38.90.
• Consolidated total income Rs 778.84m; PAT Rs 2,820.10m; EPS Rs 74.87.
• Standalone PAT up ~58% YoY; Consolidated PAT up ~27% YoY.
• Share capital Rs 188.34m; 37,667,628 shares; face value Rs 5.

Dividend & AGM

• Final dividend Rs 10 per equity share; tax at source applicable.
• Record date 3 July 2026; payout on/after 3 August 2026.
• 17th AGM on 30 July 2026 via VC/OAVM; remote e-voting 27-29 July.

Capital structure & shareholding

• Authorised Rs 40m; issued and paid-up Rs 188.34m; 37,667,628 shares.
• Dematerialisation: NSDL 79.15%, CDSL 19.96%, Physical 0.89%.
• Promoter holdings: Ajinkya 34.10%; Sundaram 32.64%.

Governance & board

• Board size six; 50% Independent Directors; one Woman Director.
• Amit B. Kalyani continues; Mugdha R. Vartak appointed 17-Mar-2026.
• Aarti Sathe resigned 14-Aug-2025; Five Board meetings; committee counts as reported.
• Penalties: INR 7,13,900 each by BSE/NSE in Aug 2025; paid; earlier INR 1,71,100 in 2024-25.

Related parties & investments

• RPTs are at arm's length; no material related party transactions.
• Dividends from associates/JVs: Rs 1,696.76m.
• Director remuneration: Sitting fees Rs 0.36m; Commission Rs 5.50m; Amit Kalyani Rs 4.50m.
• Loans to related parties outstanding: Rs 160.84m.
• Associates & JVs holdings: Kalyani Steels 39.06%; KSL 42.52%; Meritor 48.99%; etc.
• Joint Ventures: Automotive Axles 35.52%; Meritor HVS 48.99%.

CSR & ESG

• CSR expenditure Rs 6.24m; requirement Rs 3.18m; opening unspent Rs 3.06m; closing 0.
• ESG risks include market volatility and dividend dependence.
• Health and safety: first aid available; annual health checkups conducted.

Risks & outlook

• Key risk: market volatility impacting investment values and dividends.
• Outlook: focus on long-term investments in Kalyani Group; CIC status maintained.

Audit & compliance

• Statutory Auditor: P.G. Bhagwat LLP; Secretarial Auditor: SVD & Associates.
• CEO/CFO certification filed; annual secretarial compliance report issued.
• No material audit qualifications; independent director meetings held as required.