BMW Ventures Ltd

AGM Details

• AGM held on 24 August 2026 from 2:15 pm to 3:15 pm via VC/OAVM.
• Record date for voting: 14 August 2026.
• Last date for receipt of postal ballots: 24 August 2026.

Dividend

• No dividend proposed or approved at this AGM.

Resolutions

• Resolution 1: Adopt audited financial statements for year ended 31 Mar 2026; passed with 100% in favour.
• Resolution 2: Appoint Kishorepuria by rotation as director; passed with 99.99% in favour.
• Resolution 3: Change Sabita Devi Kishorepuria to Executive Director; remuneration approved; passed with 99.98% in favour.
• Resolution 4: Appoint M/s NK & Associates as Secretarial Auditor; passed with 99.99% in favour.

Directors

• Sabita Devi Kishorepuria designated as Executive Director.

Auditors

• Secretarial Auditor appointed: M/s NK & Associates, Practising Company Secretaries.

Executive Director appointment

• Appointment of Sabita Devi Kishorepuria as Executive Director for five-year term, effective May 27, 2026.
• Not debarred from holding director positions by SEBI or authorities.
• Profile: associated with BMW Ventures since October 1994; oversees operations and CSR.
• Inter-se relationships: spouse Bijay Kishorepuria; son Nitin Kishorepuria; daughter-in-law Rachna Kishorepuria.

AGM Details

• AGM held on Monday, 24 August 2026, at 2:15 PM via VC/OAVM.
• Proceedings deemed at the company's registered office.
• Remote e-voting opened 20 August 2026 and closed 23 August 2026; cut-off 14 August 2026.

Key Resolutions and Outcomes

• Adopt audited financial statements for FY2025-26; ordinary resolution passed.
• Rachna Kishorepuria by rotation; ordinary resolution passed.
• Sabita Devi Kishorepuria designated Executive Director with remuneration; ordinary resolution passed.
• Appoint M/s NKM and Associates as Secretarial Auditors; ordinary resolution passed.

Director Changes

• Rachna Kishorepuria reappointed by rotation as director.
• Sabita Devi Kishorepuria designated Executive Director; remuneration to be paid.

Auditor Appointments

• Secretarial Auditor appointed: M/s NKM and Associates.

Dividend & Other Approvals

• No dividend proposed or declared.

Order details

• Awarding entity: Lata Projects Limited (domestic).
• Nature of order: Supply of FE-550D grade TMT steel for 3x800 MW USCTPP-ADANI project.
• Value: Rs 24,98,34,320 inclusive of all taxes.
• Delivery: Within 8 weeks from date of Purchase Order.
• Payment: 100% advance payment.
• Promoter/related party: No promoter/related party interest; not a related party transaction.
• Material impact: Not disclosed.

AGM Details

• AGM held Aug 24, 2026 at 2:15 PM IST via VC/OAVM.
• Voting cut-off Aug 14, 2026; remote e-voting Aug 20–23, 2026.
• Scrutinizer: Manoj Kumar Mimani, RM Mimani & Associates LLP.
• 55 shareholders present; quorum met via VC/OAVM.
• Meeting concluded at 3:15 PM, including 15-minute voting window.

Key Resolutions

• Ordinary: appoint director by rotation; Rachna Kishorepuria to stand for re-appointment.
• Ordinary: adopt audited financial statements and reports for the year ended Mar 31, 2026.
• Ordinary: change Sabita Devi Kishorepuria from Non-executive to Executive Director; remuneration.
• Ordinary: appoint M/s NKM and Associates as Secretarial Auditors.

Voting Status

• Results pending; to be declared within two working days after Scrutinizer report.
• Results to be published on the company website and exchange portals.

Directors & KMP

• Rachna Kishorepuria to retire by rotation; eligible for re-appointment.
• Sabita Devi Kishorepuria redesignated as Executive Director; remuneration to be paid.

Auditors

• Secretarial Auditor appointed: M/s NKM and Associates.

Business overview

• Diversified steel distribution, PVC pipes, and PEB fabrication; core TMT bars in Bihar.
• Fabrication scaled to 12,000 MT capacity; target EBITDA margins 9–11%.
• Contract manufacturing for PVC pipes; transitioning BMW Polytube to contract model with Prayag Pipes.
• Land bank of 75 acres in Bihar; monetization value ~₹80–90 crore.
• Presence in 29 of 38 Bihar districts; 1,380 dealers; TMT market share ~33%.

Operational highlights

• Q1 FY27 revenue ₹608.9 cr; gross margin 9.3%; EBITDA ₹20.7 cr; PAT ₹10.6 cr.
• FY26 revenue ₹2,278.2 cr; PAT ₹37.5 cr; margins stable.
• Net debt to equity improved to 0.6x in FY26; balance sheet stronger.
• Fabrication growth 118% YoY; TMT bars growth 40% YoY.
• Forward integration into bore piling and ready-built steel products; margin uplift on select orders.
• Land monetization opportunities via two parcels; cash conversion focus.

Financial performance

• FY26 revenue growth 10% YoY to ₹2,278.2 cr.
• FY26 PAT ₹37.5 cr; PAT margin 1.7%.
• Q1 FY27 revenue growth 26% YoY to ₹608.9 cr.
• Q1 FY27 PAT ₹10.6 cr; PAT margin 1.7%.

Capital structure & liquidity

• Equity capital ₹86.7 cr; total equity ₹441.9 cr (FY26).
• Non-current borrowings nil; current borrowings ₹257.9 cr (FY26).
• Total current liabilities ₹303.2 cr; total liabilities ₹310.2 cr.
• Cash from operations ₹447 cr (FY26); closing cash ₹0.7 cr (FY26).
• Net debt to equity improved to 0.6x (FY26) from 2.0x prior.

Strategic priorities & outlook

• Target 15%+ YoY revenue growth in coming quarters.
• Aim 20–25%+ YoY net profit growth with margin flexibility.
• Fabrication to become a significant EBITDA contributor in FY27.
• Fabrication margins targeted around 9–11% EBITDA.
• Two land parcels to monetise with developments by Q2-end.

Risks & mitigation

• Rising costs temporarily affecting operating margins; volume growth expected to offset.
• Commodity trading volatility addressed via diversification and scale.

AGM notice and e-voting details

• AGM (324th) to be held via VC/OAVM on Aug 24, 2026 at 2:15 PM.
• Cut-off date for e-voting entitlement: Aug 14, 2026.
• Voting opens Aug 20, 2026 at 9:00 AM and closes Aug 23, 2026 at 5:00 PM.
• Integrated Annual Report FY2025-26 and AGM Notice accessible online.
• Unregistered-email shareholders received physical notice with AGM weblink.

Financial Performance

• Revenue from operations ₹2,27,823.90 lakh; total income ₹2,28,243.14 lakh.
• PAT ₹3,748.31 lakh; EPS ₹4.99.
• EBITDA ₹8,214.69 lakh; finance costs down 20.44%; depreciation ₹635.64.
• Net worth ₹44,184.65 lakh; debt ₹25,794.36 lakh; debt‑to‑equity 0.58x.
• IPO elevated equity capital to ₹8,671.50 lakh; 2.34 crore shares.
• Interim dividend ₹1.50 per share; no final dividend declared.

IPO & Capital Structure

• IPO completed Oct 1, 2025; gross ₹23,166 lakh; net ₹20,666.70 lakh after expenses.
• Net proceeds used: ₹17,375 repay borrowings; ₹3,291.70 for general corporate; ₹2,499.30 IPO expenses.
• Securities premium ₹20,826.00; no diversion; paid‑up capital ₹8,671.50.
• Long‑term borrowings fully repaid; total borrowings ₹25,794.36; current maturities ₹604.12.
• Gearing improved: debt‑to‑equity 0.58x; overall gearing 0.70x.
• Post‑IPO equity capital stands at ₹8,671.50 lakh; 8,671,500 shares outstanding.

Operations & Capabilities

• Core verticals: steel distribution, tractors, PVC pipes, PEBs/railway girders, equipment rental.
• Purnea facility capacity 24,000 MTPA; RDSO‑approved.
• FY25-26 revenue by product: Steel ₹2,22,395.90 lakh; tractors ₹1,585.58 lakh; PVC ₹581.54 lakh.
• John Deere tractors sold: 98,772 units in FY25-26.
• All operations in India; steel distribution is the main segment.

Governance & Compliance

• Board comprises 8 directors; 4 independent.
• Audit Committee met 6 times; Chair: Ravi Kant Jagetiya.
• Secretarial Auditor: Nikita Kedia; 5‑year term; ₹1 lakh remuneration.
• Internal Audit by M K Kishorepuria & Co.; reports to Audit Committee.
• RPT policy in place; corporate guarantees of ₹2,800 lakh disclosed.
• CEO/CFO certification; compliance with Code of Conduct; governance certificate by NKM.
• IPO listing on BSE/NSE; adherence to LODR provisions.

CSR & ESG

• CSR expenditure ₹80.60 lakh; average net profit ₹4,264.53 lakh; CSR obligation ₹72.05 lakh.
• Shortfall ₹4.69 lakh; carry forward ₹8.55 lakh.
• CSR committee met 2 times; four members.
• CSR projects include education, healthcare, culture in Bihar.

Outlook & Risks

• Outlook: growth in steel distribution, PEBs/girders, PVC pipes; emphasis on governance/ESG.
• Risks: commodity price volatility; supplier concentration; monsoon dependence; regulatory changes.
• IPO proceeds to reduce debt; improve liquidity; focus on working-capital efficiency.