Synthiko Foils Ltd

AGM Details

• Date, time, and mode: 30-09-2026, 10:00 AM, VC/OAVM.
• Record date: 23-09-2026; meeting duration 10:00–10:32.

Key Resolutions

• Adopt Audited financial statements and board reports (Ordinary).
• Re-appointment of director eligible for re-appointment (Ordinary).
• Appointment of Secretarial Auditor of the Company (Ordinary).
• Shift of registered office (Special).

Voting Results

• Financial statements adopted by majority; near-unanimous in favour.
• Director re-appointment approved by ordinary majority.
• Secretarial Auditor appointment approved.
• Shift of registered office approved by special majority.

Directors & Auditors

• Director re-appointment: term not disclosed in filing.
• Secretarial Auditor: tenure noted; remuneration not disclosed.

Other Details

• Scrutinizer’s report filed; results posted on company site.

Belding India Limited: Trading Window closed from October 01, 2026 till 48 hours after the declaration of Financial Results for the quarter and half year ended September 30, 2026

North America partnership

• Exclusive partnership to market, integrate, and support modular data centers across the US, Canada and Mexico.
• Collaboration covers complete modular data center solutions including controls, components, spare parts and accessories.
• Partnership supports international expansion and leverages ODM and OEM models.

AGM/Annual report and KYC updates

• Intimation of the 41st AGM notice and FY2025-26 annual report to shareholders.
• Notice and annual report emailed to registered addresses; available on company and BSE websites.
• Special window for transfer and dematerialisation of physical securities open Feb 5, 2026 to Feb 4, 2027.
• Window applies to physical securities settled before Apr 1, 2019; demat transfer only.
• Transferred securities under the window will be dematerialised and locked for one year.
• KYC update required for physical shareholders: PAN and forms ISR-1/ISR-2/SH-13 or ISR-3.
• RTA Purva Sharegistry to process transfer/demat documents under the window.

Overview

• Consolidated BRSR for FY2025-26 covering all subsidiaries and joint ventures.
• Main activities span engineering, EPC, defence, data centers, energy, and BESS.
• Reporting boundary is consolidated; first-time BRSR reporter with a limited initial period.

Key ESG Risks & Opportunities

• Energy intensity and emissions drive transition risk; mitigation includes energy efficiency and renewables.
• GHG baseline establishment and reduction targets planned for Scope 1 and 2.
• Water risk due to availability; measures include water efficiency and rainwater harvesting pilots.
• Waste management and circularity with 6R policy; aim for reduced landfill.
• Sustainable procurement and supply chain diligence; 8% inputs from MSMEs; domestic sourcing.
• Product safety and quality with ISO 9001/14001/45001 and lifecycle assessments.
• Occupational health and safety focus; LTIFR was zero in FY25-26.

Governance & Policy Highlights

• ESG governance includes an ESG Steering Committee reporting to the Board.
• Policies include Code of Conduct, Anti-Bribery and Corruption, Whistleblower, Conflict of Interest, Insider Trading.
• Zero bribery incidents; six investor complaints were resolved during the year.
• BSE fined INR 10,000 for late board-intimation; no appeal.
• First-time BRSR filing; voluntary disclosure ahead of mandatory requirements.

Social Responsibility & Workforce

• Total employees 10; workers 15; 60% male and 40% female among employees; all workers male.
• Board gender diversity: 1 of 6 directors female (16.7%).
• Key management personnel: 50% female.
• 100% permanent employees paid above minimum wage.
• 100% of employees trained on human rights; zero child labour; zero POSH complaints.
• Grievance mechanism exists; 0 whistleblower submissions.
• MSMEs account for 8% of input purchases; 100% sourcing domestically.

Environmental Performance

• Total energy consumption: 22,860 MJ; all non-renewable grid electricity.
• GHG emissions: Scope 1 2,867.6 tCO2e; Scope 2 446.4 tCO2e.
• Energy intensity: 0.0118 tCO2e per turnover.
• Water withdrawal: 5.63 kilolitres; water intensity 2.0089e-05 per turnover.
• Waste: total 1.364 MT; recycled 0.05 MT; reused 0.10 MT; disposed 1.214 MT.
• Certifications: LEED and IGBC; ISO 9001/14001/45001; no external assurance.
• Premises designed as zero-discharge; water treated to secondary level.
• Off-grid power arrangement planned to reduce grid dependence.

Stakeholder Engagement & Complaints

• Key stakeholder groups include shareholders, communities, customers, regulators, employees, and partners.
• Engagement channels: email, website, meetings; frequency on need basis.
• Investor grievances: 6 filed; all resolved within timeframe; 0 pending.
• Grievance mechanism is multi-channel; multilingual and administered by GRC.

Other Notable Metrics

• Data privacy/cybersecurity: zero data breaches; policy accessible via policy page.
• Product recalls: zero in FY2025-26.
• Related-party transactions: purchases 7.45%; loans to related parties 23.53%.
• No external assurance for BRSR.

Corporate actions & transformation

• Renamed from Synthiko Foils to Belding India Limited in Feb 2026; trading as BELDING.
• Open offer completed Dec 2025; control shifted; board reconstitution with new Directors.
• Registered/Corporate offices shifted to Pune; multiple address changes in 2025.
• Object Clause amended to enable diversified engineering, data, energy, and defense opportunities.
• Share consolidation: ₹5 to ₹10; 1:2 ratio; total equity shares 14,478,849 as of 31 Mar 2026.
• DC&T Global Private Limited acquired 100%; 1,36,08,849 new shares issued at ₹769.16.
• DC&T Defence Limited incorporated as wholly owned subsidiary; Metafin 55% via DC&T Global; BESS 64.10% stake.
• BESS Limited acquired; Metafin became a subsidiary; total 4 subsidiaries by year-end.

Financial performance (Consolidated)

• Total consolidated income ₹579.95 lakh; revenue from operations ₹2.80 lakh.
• Net loss after tax (consolidated) ₹354.83 lakh for the year.
• Basic EPS ₹-13.26; Diluted ₹-13.26 for FY2025-26.
• Net cash from operating activities ₹1,374.80 lakh; investing ₹-2,069.79 lakh; financing ₹734.68 lakh.
• Total equity ₹104,935.57 lakh; paid-up capital ₹1,447.88 lakh.
• Dividend per share: ₹0; no dividend declared for FY2025-26.

Capital structure & liquidity

• Authorized share capital increased to ₹20 crore; post-consolidation.
• Paid-up capital ₹1,447.88 lakh; 14,478,849 shares of ₹10 each.
• Net debt to equity ratio = -0.0848; net debt after cash = negative.
• Consolidated cash & cash equivalents ₹110.11 lakh; bank balances ₹12,629 lakh; total liquidity strong.

Governance, risk & compliance

• Statutory auditors Mehra Goel & Co; issued qualified opinion on balances due to confirmations not received.
• Secretarial auditors: HSPN & Associates; one minor filing delay (39 minutes; ₹10,000 fine) remedied.
• Board changes: new Chairperson U. K. Sahay; MD A. Narbaria; CFO Rajdeep Gajjar appointed Feb 2026.
• Secretarial Auditor appointed Mishra & Associates (5-year term, subject to AGM approval).
• Audit Committee and Nomination & Remuneration Committee constituted; details in Corporate Governance report.

Subsidiaries & corporate structure

• Wholly owned: DC&T Global Private Limited; DC&T Defence Limited.
• Metafin Technology Private Limited: 55% owned (via DC&T Global).
• BESS Limited: 64.10% stake; subsidiary status; Metafin as step-down subsidiary.
• New subsidiary: DC&T Defence Limited formed; stake changes and consolidation noted.

ESG, CSR & sustainability

• First-time BRSR; voluntary disclosure; baseline data, with ongoing data collection plans.
• Energy use: 22,860.00 MJ; non-renewable electricity grid; energy intensity 0.08164 per turnover.
• GHG: Scope 1 2867.6 tCO2e; Scope 2 446.4 tCO2e; intensity 0.0118357 tCO2e per ₹ turnover.
• Water: 5.63 kilolitres; water intensity 0.0000200893 per turnover; pilot for low-flow fixtures.
• Waste: total 1.364 MT; plastic 0.10 MT; hazardous 0.012 MT; non-hazardous 1.25 MT.
• 100% of KMPs and Directors trained on business ethics; 21.07% of employees trained on ESG topics.
• No CSR applicability; ESG governance framework and policy suite aligned with NGRBC.

Outlook & growth drivers

• Industry tailwinds: digital infrastructure, data centers, BESS, and defense-indigenous opportunities in India.
• Edge data centers and modular EPC solutions seen as growth enablers; continued AI/cloud expansion globally.
• Make in India, PLI and tax measures to enhance domestic manufacturing and energy transition investments.
• Belding aims to scale integrated platform across data centers, energy storage, defense and precision engineering.

Post-year events & regulatory disclosures

• 2026: Change of name to Belding India Limited; trading under BELDING.
• Open offer completed; acquisition-related filings and approvals disclosed; statutory filings updated.
• AGM 41st scheduled for Sept 30, 2026 via VC/OAVM; e-voting details announced.

AGM Details

• Date and time: 30 September 2026, 10:00 AM IST via VC/OAVM.
• Mode: VC/OAVM; venue deemed at registered office.
• Remote e-voting window: 27–29 September 2026.
• Voting cut-off date: 23 September 2026.

Ordinary Resolutions

• Adopt standalone financial statements for FY2025-26.
• Adopt consolidated financial statements for FY2025-26.
• Re-appoint Nikhil D. Bhuta by rotation.
• Appoint Mishra & Associates as Secretarial Auditors for FY2026-31 at ₹1.5 lakh p.a.

Special Resolution

• Shift registered office to Sprint Tower, Hinjewadi, Pune.

Director Regularization

• Rajesh Chandrakant Vaishnav designated as Non-Executive Independent Director for five-year term, May 22, 2026 - May 21, 2031.
• Profile: seasoned entrepreneur; founder of Vintage Cards and Creations Limited; former Hallmark India licensee.
• Impact: Board composition updated with Independent Director appointment.

Resolutions and outcomes

• Remuneration for MD Abhishek Narbaria — Special; passed; 9,780,618 in favour, 6 against.
• Remuneration for Umesh Kumar Sahay — Special; passed; 9,780,618 in favour, 6 against.
• Remuneration for Nikhil Dilipbhai Bhuta — Special; passed; 9,780,609 in favour, 0 against.
• Appointment of Rajesh Chandrakant Vaishnav as Independent Director — Special; passed.
• Material Related Party Transactions — Ordinary; passed; 1,704,509 in favour, 6 against.