Bharat Textiles & Proofing Industries Ltd

AGM details

• AGM held on 26 September 2026 at 12:00 P.M. IST via remote e-voting and physical ballot.
• Record date 21 September 2026; shareholders on record 9,070.

Resolutions put to vote

• Item 1 Ordinary: adopt audited financial statements for year ended March 31, 2026.
• Item 2 Ordinary: Krishna Kumar Bhandari retires by rotation; seeks re-appointment.
• Item 3 Special: re-appoint Krishna Kumar Bhandari as Whole-time Director.
• Item 4 Special: re-appoint Ajeet Bhandari Kumar as Managing Director.
• Item 5 Special: re-appoint Anil Bhandari as Whole-time Director.
• Item 6 Special: re-appoint Anil Bhandari as Whole-time Director.
• Item 7 Special: enhance borrowing limits; mortgage/charge on assets.
• Item 8 Special: authorize loans/guarantees/investments under section 186.
• Item 9 Special: approve related party transactions.

Voting results

• All resolutions passed; votes in favour 100% of valid votes; no against.
• Turnout: about 31% of outstanding shares.

Dividend

• No dividend proposed or declared at this AGM.

Director changes

• Krishna Kumar Bhandari re-appointed as director and Whole-time Director.
• Ajeet Bhandari Kumar appointed Managing Director.
• Anil Bhandari re-appointed as Whole-time Director.

Auditors

• No change in auditors; financial statements adopted.

Material related party transactions

• Related party transactions approved; counterparty details not disclosed in this extract.

Other material approvals

• Borrowing limits enhanced; mortgage/charge on assets approved; loans/guarantees/investments authorized.

AGM details

• Date and time: 26 September 2026 at 12:00 p.m.
• Mode: Physical attendance.
• Quorum: 32 shareholders attended.
• Voting options: remote e-voting and ballot at venue.
• Duration: meeting 12:00 p.m. to 12:55 p.m.

Ordinary business resolutions

• Receive, consider and adopt the audited financial statements for FY ended 31 March 2026.
• To appoint Krishna Kumar Bhandari by rotation, who retires and offers himself for re-appointment.

Special business resolutions

• Re-appoint Krishna Kumar Bhandari as Whole-time Director.
• Consider re-appointment of Ajeet Bhandari Kumar as Managing Director.
• Consider re-appointment of Anil Bhandari as Whole-time Director.
• Approve mortgage/charge on assets under section 180(1)(a).
• Enhance borrowing limits and create mortgage/charge under section 180(1)(c).
• Authorize loans, guarantees, investments under section 186.
• Approve Related Party Transactions.

Voting status

• Results to be submitted to stock exchanges; deemed passed subject to requisite votes.

Bharat Textiles & Proofing Industries Limited: Trading Window closed from 1 October 2026 till 48 hours after the announcement of Un-Audited Financial Results for the Quarter ended 30 September 2026.

KMP materiality authority

• Ajeet Bhandari Kumar, MD, authorized to determine materiality and disclosures under SEBI LODR Reg 30(5).

Appointment details

• Shivani Jindal appointed as Company Secretary and Compliance Officer (KMP).
• Effective date: 19 September 2026.
• Reason: appointment of Company Secretary and Compliance Officer.
• Associate Member of ICSI, membership no. A66394, with listing regulation experience.
• No relationships with directors or promoters disclosed.
• Designated as Key Managerial Personnel.

Financial performance

• Total revenue from operations for FY2025-26: ₹1,929.86 Lakhs, up 18.3% YoY.
• Total income rose to ₹2,050.19 Lakhs from ₹1,671.21.
• Profit after tax: ₹33.13 Lakhs, up from ₹26.25.
• Earnings per share: ₹0.57 (basic and diluted).
• Dividend: no dividend declared for FY2025-26.
• Net cash from operating activities: ₹40.40 Lakhs.
• Profit before tax: ₹63.94 Lakhs; tax expense ₹30.81 Lakhs.
• ROE recorded at 0.15x.

Operations & markets

• Products include canvas fabrics, digital printable fabrics, and PVC-coated tarpaulins.
• Operations are primarily in India; no geographic segmentation disclosed.
• Exports reach about 64 countries.
• Total equity stood at ₹243.69 Lakhs; authorisation of share capital ₹1,200 Lakhs.
• Authorised share capital ₹1,200 Lakhs; paid-up ₹585.71 Lakhs.

Capital structure & liquidity

• Long-term borrowings ₹542.06 Lakhs; short-term borrowings ₹399.13 Lakhs.
• Total debt ₹941.19 Lakhs; debt-to-equity 3.86x.
• Current ratio 1.51x; debt service ratio 0.20x.
• ROE 0.15x; ROCE 0.54x.
• Cash and cash equivalents ₹7.76 Lakhs.
• Net cash from operations ₹40.40 Lakhs.

Governance & compliance

• Shiv Ratan Jhawar resigned as Company Secretary on 01/07/2026.
• Secretarial Auditor: G&J Associates; board and governance changes noted.
• Board comprises six directors including MD and independent directors.
• Secretarial audit flagged ALF unpaid; website non-compliant; IICA databank missing.
• Promoter dematerialisation not 100% complete; SDD not maintained.
• Trading window and XBRL filings delayed; PAN freezing non-compliance.

AGM & corporate actions

• 36th AGM on 26 Sep 2026 at 12:00 PM.
• Resolutions include re‑appointment of Krishna Kumar Bhandari as Whole-Time Director.
• MD reappointment for three years from 01/04/2027.
• WTD reappointment for three years from 01/04/2027.
• Mortgage/charge on assets up to ₹200 Crores; borrowings up to ₹200 Crores.
• Borrowing limit enhanced to ₹200 Crores; loans/guarantees/investments allowed up to ₹200 Crores.
• Related party transactions omnibus approval.

Related party transactions

• Omnibus approval granted for related party transactions for FY2026-27.
• Major RPTs involve Rudraaksh Textiles LLP, Jivan Plastic India LLP, Him Marketing, Hospira Agencies.
• KMP remuneration FY2025-26: MD ₹12.50 Lakhs; WTD ₹2.70; Directors ₹3.00.

Outlook & risks

• Outlook: profitable growth through product development and cost management.
• Risks include macro slowdowns, raw material volatility, and regulatory changes.
• Expansion planned in canvas and tarpaulin demand domestically and abroad.

Executive re-appointments

• Board approved the re-appointments at the meeting on 01 September 2026.
• Re-appoints Mr. Ajeet Bhandari Kumar as MD for three years, subject to Members' approval at the ensuing AGM.
• Re-appoints Mr. Anil Bhandari as WTD for three years, subject to Members' approval at the ensuing AGM.

Q1 FY2027 results

• Revenue from operations ₹210.86 lakh; total income ₹211.62 lakh for Q1 2026-27.
• Other income ₹0.76 lakh.
• Profit before tax ₹4.30 lakh; tax expense nil for the quarter.
• Net profit ₹4.30 lakh; EPS ₹0.07 basic/diluted.
• Board approved standalone unaudited results; meeting held on 12 August 2026.
• Statutory auditors expressed an unqualified opinion on the quarterly results.
• Single business segment: cotton canvas manufacturing and marketing.
• Deferred tax provision to be made at year end.
• Previous quarter/year figures regrouped/reclassified to align with current presentation.
• Board meeting duration 10:45 AM–3:20 PM IST.