BPL Ltd

AGM details

• Date: 25 September 2026; voting via remote e-voting and electronic voting at AGM.
• Mode not explicitly stated; voting conducted electronically.

Resolutions and voting results

• Item 1 Ordinary: Approval of audited financial statements and auditors’ reports for FY2025-26 — passed 99.97%.
• Item 2 Ordinary: Re-appointment of Anju Chandrasekhar as director by rotation — passed 99.90%.

BPL Limited — Trading Window Closure from 1 Oct 2026 until 48 hours after declaration of Un-audited Financial Results for the Quarter ended Sept 30, 2026

AGM Details

• AGM held on 25 September 2026 from 04:00 to 05:00 P.M. via VC/OAVM.
• Quorum met with 82 members present.
• e-Voting window: 21 Sept 2026 09:00 to 24 Sept 2026 17:00; insta-poll available.

Resolutions Proposed

• Adopt audited financial statements for the year ended 31 March 2026.
• Adopt audited consolidated financial statements for the year ended 31 March 2026.
• Re-appoint director retiring by rotation: Mrs Anju Chandrasekhar.

Voting Status

• Results of resolutions have not been disclosed; will be disseminated later.

Director Changes

• Director Mrs Anju Chandrasekhar retires by rotation and is proposed for re-appointment.

AGM Details

• AGM held on 25 September 2026 via VC/OAVM.
• Meeting duration 04:00 to 05:00.
• Quorum of 82 members present.
• e-Voting window 21–24 September 2026; insta poll for 15 minutes.

Ordinary Business

• To adopt audited financial statements for the year ended 31 March 2026.
• To adopt audited Consolidated Financial Statements for the year ended 31 March 2026.
• Re-appointment of Anju Chandrasekhar as director by rotation.

Voting and Results

• e-Voting results will be disseminated to stock exchanges and NSDL within two working days.

Scrutinizer

• Mr P Sivarajan appointed as Scrutinizer for e-Voting.

Financials

• Standalone revenue from operations ₹7,963.26 L; Consolidated ₹7,989.71 L.
• Standalone PAT ₹(828.29) L; Consolidated ₹(855.01) L.
• Standalone EBITDA margin 8.21% (vs 6.02% prior year).
• Standalone PBT ₹286.90 L; Consolidated PBT ₹260.19 L.
• Standalone EPS (Basic) ₹(1.68); Consolidated EPS ₹(1.73).
• Dividend for FY2025-26 not proposed.

PCB business performance

• PCB revenue growth 19% YoY in FY2025-26; external benchmark 8.47%.
• PCB capacity ~6 lakh sq m; peak capacity utilization 80%.
• Order book average 95 days; 200+ customers across 7 verticals.
• Export order completed; IoT PCB category expansion underway.
• Q1 FY2026-27: COGS 77% of income; EBITDA margin 8% (down from 19%).
• Capex: AOI, process automation and quality upgrades to scale manufacturing.

Capital structure & liquidity

• Equity share capital ₹4.897 Cr; Redeemable preference shares ₹169.59 Cr overdue.
• Long-term borrowings ₹9.60 Cr; short-term borrowings ₹9.57 Cr.
• Cash and cash equivalents ₹103.40 L at year-end.
• Dividend not proposed for FY2025-26.
• Debt-to-equity ratio as per FY25-26: 1.14.

Governance & audit

• Board of six: three Independent Directors; MD as Chairman; one woman director.
• Statutory Auditor: MKUK & Associates; Secretarial Auditor: Madhwesh Prathap & Associates.
• Standalone financial statements qualified for non-redemption of ₹16,958.68 L preference shares.
• CSR for FY2025-26 not applicable due to loss; no CSR expenditure.
• Internal controls deemed adequate; Vigil mechanism in place.

Risks & outlook

• Volatile raw materials and supply chain; input costs rising.
• Forex exposure; hedging program in place to manage volatility.
• Geopolitical tensions affecting freight, energy and trade costs.
• ECMS and policy support seen as growth enablers for domestic PCB manufacturing.

Subsidiaries & related parties

• Subsidiaries: Bharat Energy Ventures Pvt Ltd; Ramagundam Power Generation Pvt Ltd via BEVPL.
• Kleer Industries USA inactive; under liquidation; post-year events disclosed.
• Significant related-party transactions: BEVPL advances; BTPL PCB sales; information in RPT note.
• Be mindful of ongoing IBC/DRT filings and related litigation.

Growth initiatives & looking ahead

• Strategic plan: higher layer counts, AI-enabled production, automated CAM, and AI-driven QA.
• Expand value-added segments; strengthen domestic manufacturing and supply chain resilience.
• Leverage ECMS and related initiatives to enhance export opportunities.

AGM Details

• 62nd AGM on Friday, 25 September 2026 at 4:00 PM.
• Through Video Conferencing/Other Audio Visual Means (VC/OAVM).
• Record date/cut-off: 18 September 2026; remote e-voting 21–24 September 2026.

Key Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for FY 2025-26.
• Ordinary: Re-appointment of Mrs. Anju Chandrasekhar as Director.

Dividend

• Dividend not proposed on equity or preference shares.

Director Changes

• Re-appointment of Mrs. Anju Chandrasekhar as Director (Ordinary Resolution).

Auditors

• Statutory Auditor: MKUK & Associates; in office since FY2022-23.
• Secretarial Auditor: Madhwesh Prathap & Associates; five-year term 2025-30.
• Internal Auditor: M/s T Velupillai & Co.; re-appointed.

Material Related Party Transactions

• BEVPL advances to Bharat Energy Ventures Pvt Ltd: Rs 5,822.08 lakh.
• BTPL: PCB sales and land purchase; rent payments to related parties.

Other Material Approvals

• ESOPs: no outstanding options; no new ESOPs issued in FY 2025-26.

AGM details

• AGM: 25 September 2026 at 4:00 PM, via VC/OAVM.
• Remote e-voting: 21–24 September 2026, 9:00 AM–5:00 PM IST.
• Record/cut-off date: 18 September 2026.
• Scrutinizer for e-voting: Mr. P. Sivarajan.

Key resolutions

• Adopt standalone and consolidated financial statements for the year.
• Re-appoint Anju Chandrasekhar as director, retiring by rotation.

Dividend

• Dividend: not proposed on equity or preference shares.

Director changes

• Anju Chandrasekhar to be re-appointed as director; retires by rotation.

Auditor appointments

• Statutory Auditor: MKUK & Associates (in place since FY2022-23).
• Secretarial Auditor: Madhwesh Prathap & Associates; five-year tenure (FY2025-26 to FY2029-30).
• Internal Auditor: M/s. T Velupillai & Co. re-appointed.

Material related party transactions

• Bharat Energy Ventures Pvt Ltd (BEVPL): ₹58.22 crore advance; equity conversion contemplated.
• BPL Medical Technologies Pvt Ltd: Rent ₹65.38 lakh; PCB sale ₹2.24 lakh.
• BPL Telecom Private Limited: Sale of telecom products ₹71.07 lakh; purchases ₹25.98 lakh; rent ₹0.46 lakh.
• Electronic Research Private Limited: Rent ₹40.14 lakh.
• Dynamic Electronics Private Limited: Rent deposit ₹13.11 crore.
• ER Computers Private Limited: unwinding of interest on intercompany loan ₹9.52 crore.

Board approvals

• Notice convening the AGM via VC/OAVM approved.
• Board's Report for FY 2025-26 and cut-off date approved.

Meeting Details

• Board meeting scheduled for 31 August 2026 at 4:30 PM; location not disclosed.

Key Agenda Items

• To consider and approve the notice convening the 62nd AGM.
• To discuss and approve the Boards and other reports for FY 2025-26.
• To fix the date, time and mode of the 62nd AGM.
• To consider and approve Book Closure/Record Date and Cut-off Date for AGM and e-Voting.

Other Notes

• Notice will be hosted on the company's website.