BWL Ltd

AGM details

• Date: September 17, 2025; time not specified; mode: remote e-voting used.
• Remote e-voting ran Sept 14–16, 2026 (IST).
• Video-conference attendance: promoters 10, public 11.

Resolutions and outcomes

• All resolutions passed by majority per Scrutinizer report.

AGM Details

• AGM held on 17 September 2026 at 11:00 A.M. via electronic mode/video conferencing.
• Scrutinizer’s Report submitted in connection with the AGM.

AGM details & resolutions

• AGM held on 17 September 2026 at 11:00 IST via VC/OAVM.
• Two resolutions placed: ordinary adoption of annual accounts; special borrowing up to ₹2 crore.
• Voting conducted through electronic voting; results to be posted on company site, NSDL and BSE.
• Independent Director chaired the meeting.

Financial snapshot

• PBIT: Rs -43.34 Lakhs for FY2026.
• Profit before tax: Rs -42.07 Lakhs in FY2026.
• Profit after tax: Rs -42.07 Lakhs in FY2026.
• Other income Rs 39.61 Lakhs in FY2026.
• EPS (Basic/Diluted) Rs -0.60 for FY2026, vs Rs 3.53 in 2025.

Operations status

• Production suspended since 2008; unit not operational.
• Relocation of unit under review; restart plan to be considered.
• Leasehold land at Bhilai; relocation potential after transfer.

Dividend & capital allocation

• Dividend not recommended due to accumulated losses.

Capital structure & solvency

• Borrowings total Rs 580.15 Lakhs.
• Net debt Rs 528.23 Lakhs; equity negative Rs -665.14 Lakhs.
• Net debt to equity ratio: -79.42%.

Governance & board

• Board has five directors; four meetings held in FY2025-26.
• Malay Sengupta ceased as director on 12 Feb 2026.
• Independent directors total three; one woman; chair is promoter.
• Statutory auditors: M/s G Basu & Co; secretarial auditor: Soma Saha.

Related party transactions

• Related party loans include promoter-group borrowings.
• RPT disclosures given in Annexure C and AOC-2.

Contingent liabilities & litigation

• Contingent liabilities total Rs 793.19 Lakhs.
• Litigation includes Sales Tax, ESI, and Customs.

Cash flows & liquidity

• Cash flow from operations Rs 10.98 Lakhs.
• Net cash used in investing Rs -103.37 Lakhs.
• Net cash from financing Rs 54.09 Lakhs.

Segment & going concern risk

• Single operating segment; no separate segment reporting.
• Auditor emphasizes going concern due to net-worth erosion.

Dividend and financials

• Dividend not proposed due to accumulated losses.
• Year ended shows a net loss.
• Operations suspended; restart plans under consideration.

Board changes

• Independent director ceased to be director during the year.
• New independent director appointed in prior AGM.
• CFO appointed following demise of the previous CFO.

Auditors

• Statutory auditors appointed for multi-year term; continue to serve.
• Secretarial auditor appointed for the year; report filed.

Related party transactions

• Office space rent paid to related party with renewal terms.
• Outstanding unsecured, interest-free loans from related parties.

Operations and controls

• IFC considered adequate in limited context due to suspension.

Compliance notes

• Non-compliance penalties were levied and paid.
• Secretarial audit cites lapses in LODR reporting due to constraints.

Capital and equity

• Equity capital largely unchanged; net worth eroded.

AGM Details

• 54th AGM on 17 September 2026 at 11:00 IST via VC/OAVM.
• Remote e-voting window: 14–16 September 2026.
• Voting cut-off date: 10 September 2026.

Key Resolutions

• Ordinary Business: Adopt audited financial statements for year ended 31 March 2026.
• Special Resolution: Borrowing up to Rs 2 crore in a financial year.
• Board authorized to borrow; CS and Executive Director to execute documents.

Dividend

• No dividend proposed or approved.

Voting Mechanics / Results

• Voting results to be declared within two working days after the AGM.
• Results will be posted on the company site and NSDL/stock exchanges.

Material Related Party Transactions

• Borrowing may involve promoter-connected entities up to Rs 2 crore.

Board actions & results

• Board approved unaudited Q1 FY27 results for quarter ended 30 June 2026.
• Board revised Board Report for the year 2025-26.
• Borrowing from related and non-related parties; shareholder approval to follow.
• AGM online on 17-09-2026 at 11:30 AM on NSDL platform.
• Budget for FY 2026-27 approved.
• Withdrawal of suspension of listing of the company's shares.
• Promoter dematerialisation issues with NSDL; temporary ISIN blocked; origin listing dates pending.
• Q1 FY27 results prepared under Ind AS 34; limited review conducted by auditors.
• Manufacturing operation suspended due to working capital constraints; restart under new product line explored.
• Rs.12.10 Lakhs toward BSE compliance and listing fees included in other expenses.

Meeting Details

• Board meeting on 04 August 2026 at 67/C Ballygunge Circular Road, Block B, Kolkata, 12:30 PM.

Key Agenda Items

• Consolidated information about the company's affairs.
• Approve quarterly financial results for quarter ended 30 June 2026.
• Approve Notice of AGM for 2026.
• Note extension of MOU with Shri Jaishree Shyam Associates.
• Consider annual secretarial audit report.
• Approve revised Board Report for 2025-26.
• Budget for 2026-27.
• Recommend Soma Chakraborty as Independent Director.
• Appoint NSDL to conduct online AGM.
• Consider other matters with Chair's permission.

Other Notes

• Detailed agenda to be forwarded shortly.

AGM details

• 53rd AGM held on 20 September 2025 at 4:30 PM IST.
• Venue: Steel Club, Sector 8, Bhilai, Chhattisgarh.
• Meeting was held physically; 31 members attended in person.

Resolutions

• Adoption of audited financial statements for year ended 31 March 2025 passed unanimously.
• Appointment of Ms. Soma Chakraborty as independent director passed unanimously.
• Re-appointment of Sunil Khetawat as Managing Director and CEO passed as ordinary resolution.
• Re-appointment of Sandeep Khetawat with revised remuneration passed as ordinary resolution.

Voting outcome

• All four resolutions were passed unanimously.
• No dissent, failed resolution, or adverse voting pattern was reported.

Director changes

• Ms. Soma Chakraborty appointed independent director for five consecutive years.
• Sunil Khetawat re-appointed Managing Director and CEO from 1 April 2026 for five years.
• Sandeep Khetawat re-appointed with revised remuneration from 1 June 2026 for five years.

Remuneration

• Sunil Khetawat: salary of 95,000 monthly plus 1% of net profits, capped at 50% of annual salary.
• Sandeep Khetawat: salary of 91,000 monthly plus 1% of net profits, capped at 50% of annual salary.

FY26 results

• 📊 Standalone revenue from operations was Rs 8.58 lakh in FY26.
• 📊 Total revenue was Rs 39.61 lakh, versus Rs 33.87 lakh last year.
• 📊 FY26 loss before tax was Rs 42.07 lakh, versus Rs 42.07 lakh last year.
• 📊 FY26 net loss was Rs 52.44 lakh, versus Rs 52.44 lakh last year.
• 📊 Basic and diluted EPS were both Rs (0.75).

Quarterly performance

• 📊 Q4 FY26 revenue from operations was Rs 8.58 lakh.
• 📊 Q4 FY26 total revenue was Rs 9.87 lakh.
• 📊 Q4 FY26 loss before tax was Rs 42.07 lakh.
• 📊 Q4 FY26 net loss was Rs 52.44 lakh.

Costs and cash

• 📊 Employee benefits expense was Rs 31.79 lakh in FY26.
• 📊 Other expenses were Rs 61.02 lakh in FY26.
• 📊 Finance cost was Rs 20.66 lakh in FY26.
• 📊 Operating cash flow was Rs 11.72 lakh in FY26.
• 📊 Cash and cash equivalents ended at Rs 105.36 lakh.

Operations and outlook

• 🗒️ Manufacturing operations remain under suspension due to working capital constraints.
• 🗒️ Management is exploring restarting the unit with a new product line.
• 🧱 The board approved the budget for FY27.
• 📍 The board recommended borrowing from related or non-related parties for approval.

Audit and governance

• 📍 Statutory auditors issued an unmodified opinion on the standalone FY26 results.
• 📍 The board approved FY26 annual financial statements and the board report.
• 📍 The AGM will be held in online or hybrid mode on NSDL or CDSL platform.

Business model

• 🗒️ BWL Limited is a manufacturing company.
• 🗒️ The current manufacturing unit is suspended.
• 🗒️ Management is considering a new product line for restart.