Bhavik Enterprises Ltd

Bhavik Enterprises Ltd - Trading Window Closure (routine)

Director – Bhavik Mukesh Thakkar

• Type: Re-appointment of Director; rotates at AGM.
• Effective from AGM approval date.
• Term: continues until retirement by rotation under the Companies Act 2013.
• Profile: MBA; 20+ years in polymer industry; MD leading expansion and operations.
• Relationship: Son of Chairman Mukesh Thakkar and Executive Director Purnima Thakkar.

Independent Director – Jeny Gowadia

• Type: Re-appointment as Independent Director for second five-year term.
• Term: 18 June 2026 to 17 June 2031; not liable to retire by rotation.
• Profile: Experienced Company Secretary; governance and legal advisory; Trademark Attorney.
• Relationship: Not Applicable.

Secretarial Auditor – JPS & Associates

• Type: Secretarial Auditor appointment for five years (FY 2026-27 to 2030-31).
• Effective: 2 September 2026; five-year tenure.
• Profile: Firm with 21 years in company law and secretarial compliance.
• Reason: Appointment to conduct Secretarial Audit.

AGM details

• AGM held on 2 September 2026 at 4:00 PM IST via VC/OAVM.
• Remote e-voting available 30 August 2026 10:00 AM to 1 September 2026 5:00 PM.
• No proxies allowed due to VC/OAVM format.
• Total shareholders on record date: 376.
• Attendees: Promoters 6, Public 4; total 10.
• Meeting concluded at 4:24 PM IST.

Resolutions at AGM

• Adoption of audited standalone financial statements – Ordinary Resolution.
• Re-appointment of director by rotation – Ordinary Resolution.
• Re-appointment of Mrs Jeny Vinod Kumar Gowadia as Independent Director for second term (5 years) – Special.
• Appointment of M/s JPS & Associates as Secretarial Auditor; remuneration approval – Ordinary.
• Remuneration revision for Managing Director Bhavik Mukesh Thakkar – Special.
• Remuneration revision for Whole-Time Director Mukesh Natverlal Thakkar – Special.
• Remuneration revision for Executive Director Purnima Mukesh Thakkar – Special.

Voting results

• Voting results not disclosed in this filing; to be disclosed separately.

Directors and auditors

• In attendance: Chairman & Whole-Time Director; Managing Director; Executive Director; two Independent Directors; CFO; Company Secretary.
• Secretarial Auditor: M/s JPS & Associates; remuneration to be approved.

Other governance notes

• VC/OAVM format; proxies not applicable.
• Number of shareholders on record date: 376.

AGM Details

• AGM: 2 September 2026, 4:00 PM, VC/OAVM; record date: 26 August 2026.

Key Resolutions

• Adopt standalone financial statements (ordinary).
• Re-appoint director by rotation (ordinary).
• Re-appoint independent director for second five-year term (special).
• Appoint JPS & Associates as Secretarial Auditor for five years (ordinary).
• MD remuneration up to ₹72 L per year (special).
• WD remuneration up to ₹72 L per year (special).
• Re-designate Purnima as Executive Director with revised remuneration (special).

Dividend

• Dividend not proposed for the year.

Director & KMP Changes

• Appointed Company Secretary & Compliance Officer on 01 Apr 2025.
• CFO Anish Shah ceased on 07 Nov 2025; Ravichandra appointed CFO on 10 Nov 2025.
• Remuneration changes for other KMPs disclosed.

Auditors & Secretarial

• Statutory auditors: M Parashar & Co; tenure to 22nd AGM.
• Internal auditors: Mittal & Associates appointed for FY 2025-26 onward.
• Secretarial auditor: JPS & Associates for 2026-31; ₹1,00,000 annual remuneration with 20% annual uplift.

Material Related Party Transactions

• Remuneration to KMPs approved: MD ₹60 L, WD ₹60 L, ED ₹48 L.
• Rent payments to KMPs and Griffon; monthly rents vary (₹60k–₹75k).
• Griffon Securities: advance against property and property purchase ₹7.5 crore.
• Salaries: CS ₹5.4 L; CFO ₹6.5 L; Ravichandra ₹8.03 L.

CSR & Other Approvals

• CSR policy and Annexure-F disclosed; CSR spend ₹28.91 L; CSR obligation ₹25.74 L.
• Excess CSR spend ₹3.17 L; carry forward ₹3.17 L; no capital assets created.

Financial performance

• FY25-26 revenue ₹628.44 Cr, up 19.18% YoY.
• PAT ₹13.56 Cr, up 139.20% YoY.
• PBT ₹18.44 Cr; tax ₹4.88 Cr; PAT margin ~2.16%.
• IPO: 55 L shares at ₹140; listed on BSE SME from 6 Oct 2025.
• IPO proceeds strengthened working capital and expansion; debt-light balance sheet.
• Dividend for FY25-26 not recommended.

Capital structure & equity

• Authorized capital unchanged at ₹11,500 L.
• Issued share capital ₹2,035.80 L; 2,03,58,009 shares.
• Bonus issue of 1,05,72,006 shares in Jan 2025.
• Promoter holdings: Purnima 44.62%; Mukesh 20.75%; Bhavik 12.16%.
• Net worth ₹16,574.38 L as at 31 Mar 2026.

Governance & board changes

• Independent director Jeny Gowadia re-appointed for second term (2026–2031).
• CFO changes: Anish Shah ceased; Kasaragod Ravichandra appointed CFO on 10-Nov-2025.
• Company Secretary Nikhil Bhatt appointed 1-Apr-2025.
• Board met 10 times; committees: Audit, NRC, Stakeholders, CSR.
• Secretarial Auditor: M/s JPS & Associates for five years from Apr 2026.

Reserves & distribution

• General reserve: no transfer in FY2025-26.
• Retained earnings ₹9,542.35 L; Share premium ₹4,996.23 L; total reserves ₹14,538.57 L.
• Total equity ₹16,574.38 L.

CSR policy & expenditure

• CSR committee formed; CSR spend ₹28.91 L.
• 2% average net profit ₹26.13 L; excess ₹3.17 L.
• Total CSR obligation ₹25.74 L; spend ₹28.91 L.
• CSR projects: food distribution, medical relief, educational support, differently-abled welfare.
• Policy and initiatives disclosed on bhavikenterprises.com.

Related party transactions

• Arm's length related party transactions; directors' remuneration: Mukesh 60 L, Bhavik 60 L, Purnima 48 L.
• Rent paid to related parties; Griffon property purchase ₹7.50 Cr; advances ₹7.33 Cr.
• All related party transactions reviewed and approved by Board.

Audits & internal controls

• Statutory auditors: M Parashar & Co; no qualifications.
• Internal auditors: Mittal & Associates; appointed Aug 2025.
• Secretarial Auditor: JPS & Associates; Annexure B.
• CFO certification; no fraud reported; internal controls adequate.

Outlook & risks

• Positive domestic polymer demand; packaging, infra, manufacturing growth.
• Risks: crude oil volatility, FX fluctuations, regulatory changes, geopolitical tensions.
• IPO enhances market visibility and capital access; management expects sustainable growth.

Operations & geography

• Core business: trading and distribution of PE and PP polymers.
• Authorized Borouge distributor since 2001; strong supplier relationships.
• Warehouses and depots across Western India; pan-India reach.
• Single segment: wholesale trading; no segment reporting.
• Operations confined to India; no external revenue.

AGM Details

• Date and time: 2 September 2026, 4:00 PM.
• Mode: VC/OAVM; deemed to be held at the registered office.
• Record date: 21 August 2026.

Resolutions

• Ordinary: Adoption of audited standalone financial statements and reports.
• Ordinary: Re-appointment of Bhavik Mukesh Thakkar by rotation.
• Special: Re-appoint Jeny Gowadia as Independent Director for second five-year term.
• Ordinary: Appoint M/S JPS & Associates as Secretarial Auditor for five years.
• Special: Remuneration revision for Bhavik Thakkar up to Rs 72 LPA.
• Special: Remuneration revision for Mukesh Natverlal Thakkar up to Rs 72 LPA.
• Special: Remuneration revision for Purnima Mukesh Thakkar up to Rs 57.6 LPA.

Auditor/Secretarial Appointments

• Secretarial Auditor appointed for 5-year term (2026–2031).
• Remuneration fixed at Rs 1,00,000 plus taxes; annual increase up to 20%.

Director Changes

• Jeny Gowadia to continue as Independent Director for a second term.

Key decisions and actions

• Recommend remuneration revisions for Mukesh Natverlal Thakkar (WTD), subject to AGM approval.
• Recommend remuneration revisions for Bhavik Mukesh Thaldwr (MD), subject to shareholder approval.
• Recommend remuneration revisions for Purnima Mukesh Thakkar (Executive Director), subject to AGM approval.
• Convene the 19th AGM on 2 September 2026 via VC/OAVM; AGM notice approved.
• Cut-off date for e-voting fixed as 21 August 2026.
• E-voting facility approved via NSDL platform for all members.
• E-voting window set: 30 August 2026, 10:00 AM to 1 September 2026, 5:00 PM.
• Scrutinizer appointed: M/s JPS & Associates, Practising Company Secretaries, Jaipur, for AGM e-voting.

Meeting Details

• Date: August 4, 2026; Time: 5:00 PM; Venue: registered office.

Key Agenda Items

• Consider and recommend revision in remuneration of Mr. Mukesh Natverlal Thakkar.
• Consider and recommend revision in remuneration of Mr. Bhavik Mukesh Thakkar.
• Consider and recommend revision in remuneration of Mrs. Purnima Mukesh Thakkar.
• Convene AGM and approve the draft notice of the Annual General Meeting.
• Approve appointment of Scrutinizer and the e-Voting Agency.
• Appoint Whole Time Director, Managing Director, and Executive Director subject to shareholder approvals.

Other Notes

• All proposed director appointments are subject to shareholder approval at the ensuing AGM.

Meeting Details

• Date: July 23, 2026; Time: 5:00 P.M.; Location: Registered office of the company.

Key Agenda Items

• Approve Board’s Report for the financial year ended 31 March 2026.
• Note Secretarial Audit Report for FY 2025-26.
• Convene AGM and approve draft AGM notice.
• Approve appointment of the Scrutinizer.
• Approve appointment of the Voting Agency.
• Recommend appointment of M/s JPS & Associates as Secretarial Auditors for FY 2026-27 to FY 2030-31.

Other Notes

• No additional notes disclosed.