Bombay Potteries & Tiles Ltd

Bombay Potteries & Tiles Limited — Trading Window closed for all Designated Persons and their immediate relatives from October 01, 2026 till 48 hours after the declaration of the Unaudited Standalone Financial Results for the quarter ended September 30, 2026

Related party premises transaction

• Shareholders approved related party transaction for premises with Harshvardhan Construction.
• Location: 968 sq ft premises at Wadhwa 723 Avenue, Andheri East, Mumbai.
• Purchase consideration Rs 3 Crores 5 Lakhs; Rent Rs 42.50 Lakhs per year.
• Tenure of rent/lease: 5 years; Security deposit: Rs 25 Lakhs.
• Maximum value of transaction: Rs 3 Crores 25 Lakhs.
• Premises transaction is in ordinary course and arm's length.
• Approvals: Audit Committee and Board approvals on September 8, 2026; Shareholders approval on September 30, 2026.
• Directors involved: Manoj Wadhwa and Harshavardhan Wadhwa.

AGM Details

• AGM held on September 30, 2026; time 11:30 IST; mode VC/OAVM.
• Meeting commenced 11:34 IST and concluded 12:04 IST.

Ordinary Business

• Adopt audited standalone financial statements including board and auditors’ reports.
• Re-appoint Ms. Minal Wadhwa, retiring by rotation.
• Appoint M/s J P K D & Co LLP as statutory auditors for five years.

Special Business

• Approval for purchase/acquisition/rent of premises from Harshvardhan Construction (related party).

Voting & Outcome

• All resolutions passed with requisite majority.
• Results to be declared within two working days.

Post-meeting actions

• Scrutinizer appointed: Vatsal Doshi, Practising Company Secretary.

Resignation details

• Resigning director: Mr. Rakesh Shivkumar Wadhera, Independent Director.
• Directorship type: Independent Director.
• Resignation effective: September 7, 2026.
• Reason: personal reasons.
• No other material reasons beyond those disclosed.
• Board/committee memberships affected: not disclosed.
• Other listed entities with directorships/committee roles: not disclosed.
• Regulatory or shareholder approval: not disclosed.
• Consequential changes to board/committee composition: not disclosed.

Financial performance

• Total income for year ended 31 Mar 2026: 51,800 (INR hundreds).
• Net profit for the year: 6,357.14 (INR hundreds).
• Basic EPS: 4.89 Rs.
• Year-end net worth is negative: equity at -89,533.03 (INR hundreds).
• Net cash from operations: 3,238.34; financing: 1,000.00.
• Closing cash and cash equivalents: 4,547.28.

Balance sheet & liquidity

• Short-term borrowings: ₹1,82,391.58 from director.
• Current liabilities: ₹1,95,098.55 as at 31 Mar 2026.
• Retained earnings: negative ₹2,20,050.33; no reserves.

Governance & board changes

• Independent Directors Shantanu Bagwe & Crystal Dsouza appointed 12 Aug 2025 for five years.
• Deepak Mirchandani resigned as Independent Director effective 13 Aug 2026.
• Internal audit: Sanjay Bhachawat & Co. appointed 2025-2030; no qualifications.
• Statutory auditors: Agarwal Iyer resigned May 13, 2026; JP K D & Co LLP appointed.
• Secretarial audit: Vatsal Doshi & Associates; Annexure I notes compliance.

Related party transactions

• RPT with Harshvardhan Construction for 968 sq ft premises; up to ₹3.25 Cr; rent ₹42.50 Lakh/yr.
• Directors Manoj V. Wadhwa and Harshvardhan M. Wadhwa related to Harshvardhan Construction.
• Related-party disclosures subject to approvals under Companies Act and SEBI Listing Regulations.
• Aggregate related-party transactions this year: ₹18239157.52.

Audits & internal controls

• Statutory auditor appointment: M/s JP K D & Co LLP; five-year term.
• Previous auditor: Agarwal Iyer & Associates resigned May 13, 2026.
• Internal audit: Sanjay Bhachawat & Co; coverage 2025-2030; no qualifications.
• Directors’ declarations: independent directors meet independence criteria.

Regulatory status & listing

• SAT order reversed delisting; status changed to Suspended from 25 Apr 2025; revival pending.
• BSE listing fees paid; shares listed.
• Subsequent event: refund of ₹1,03,201 with court; received 14 Jul 2026.

Contingencies & subsequent events

• Arrears of dividend on 12% Redeemable Preference Shares; up to ₹51,959.
• Encroached land portion previously impaired; impairment reclassified; no further impairment this year.
• CSR not applicable due to accumulated losses.

AGM details

• Date/time: 30 September 2026, 11:30 IST; mode: VC/OAVM.
• Remote e-voting window: 25–29 September 2026, 09:00–17:00 IST.
• Record date: 22 September 2026.

Ordinary resolutions

• Item 1: Adopt Audited Standalone Financial Statements for year ended 31 Mar 2026.
• Item 2: Re-appoint Ms. Minal Wadhwa as Director, retiring by rotation.
• Item 3: Appoint M/s JP K D & Co LLP as Statutory Auditors for five years.
• Remuneration: to be determined by the Board in consultation with auditors.

Special resolution

• Item 4: Special: Approve RPT with Harshvardhan Construction for premises up to ₹3.25 crore.

RPT details

• Related party: Harshvardhan Construction; nature: partnership with common directors.
• Premises area: 968 sq ft; project: Harshvardhan Construction.
• Aggregate consideration: ₹3.25 crore.
• Rent: ₹42.5 lakh per year.
• Tenure: 5 years; expected date: Oct 2026.
• Advance up to ₹25 lakh.
• Source of funds: internal accruals.

Auditors

• Resignation of Agarwal Iyer & Associates as Statutory Auditors.
• Proposed appointment: M/s JP K D & Co LLP as Statutory Auditors for five years.
• Term: from AGM to 97th AGM; Remuneration: Board-determined.

Directors

• Ms Minal Wadhwa to be re-appointed as Director.

Related Party Premises Transaction

• Audit Committee and Board approved related party transaction with Harshvardhan Construction on Sept 8, 2026.
• Transaction scope: purchase/acquisition or rent/lease of premises as mutually agreed.
• Premises: 968 sq ft located at Wadhwa 723 Avenue, Office 504, Marol, Andheri East, Mumbai.
• Purchase Rs 3 Cr 5 Lakh; Rent Rs 42 Lakh 50k/year; Max value Rs 3 Cr 25 Lakh.
• Tenure 5 years; Security deposit Rs 25 Lakhs.
• Arm's length, ordinary course; approvals obtained: Audit Committee and Board; Shareholders' approval pending.

Resignation details

• Name and designation: Mr. Rakesh Shivkumar Wadhera, Independent Director.
• Effective date: September 7, 2026.
• Reason: personal reasons.
• Confirmation: no material reasons beyond the stated reason.
• Governing Board: Independent Director seat vacated.