Vishal Bearings Ltd

Vishal Bearings Limited: Trading window closed from 1 October 2026 till 48 hours after the unaudited results for the quarter and half year ended September 30, 2026 are declared

AGM Details

• AGM held on 19 September 2026 at 11:00 AM via VC/OAVM.

Resolutions

• Resolution 1: Adopt audited standalone financial statements for the year ended March 31, 2026.
• Resolution 1 outcome: Passed; 5,572,051 total votes; 1 against.
• Resolution 2: Reappoint director Hiralal Changela by rotation.
• Resolution 2 outcome: Passed; 99.9865% in favour.
• Resolution 3: Approve remuneration of cost auditor.
• Resolution 3 outcome: Passed; 99.9865% in favour.

AGM Details

• 35th AGM held on Sep 19, 2026 at 11:00 IST via VC/OAVM.
• 44 members attended; meeting ran from 11:00 to 11:36 IST.
• Chairman: Dilip Changela; Secretary: Ketankumar Savaliya.

Key Resolutions

• Adopt audited standalone financial statements for the year ended March 31, 2026.
• Re-appoint Divyeshkumar Hiralal Changela, retiring by rotation.
• Approve remuneration of the cost auditor.

Voting & Results

• Voting results not disclosed in the excerpt; to be published on the company website.
• Result for item on re-appointment not disclosed; will be published online.
• Result for cost auditor remuneration not disclosed; will be published online.

Auditors & Secretarial

• Statutory auditor: M/s Anil Parekh & Co.
• Secretarial auditor and Scrutinizer: M/s K. P. Ghelani & Associates.
• Scrutinizer appointed for e-voting.

Financial highlights

• Revenue from operations: Rs 8794.09 lakhs, up from Rs 8664.19.
• Total revenues: Rs 8838.73 lakhs, vs Rs 8688.66 in 2025.
• Profit for the year: Rs (70.87) lakhs; prior year Rs (259.21) lakhs.
• Earnings per share: Rs (0.72) basic and diluted.
• Dividend: not declared for FY2025-26.
• Net cash flow from operating activities: Rs 1388.86 lakhs.

Financial position

• Paid-up equity share capital: Rs 10.79 crore.
• Total equity: Rs 32.37 crore.
• Long-term borrowings: Rs 29.71 crore.
• Cash and cash equivalents: Rs 1.97 crore.
• Inventories: Rs 47.46 crore.
• Current assets: Rs 65.05 crore; current liabilities: Rs 48.31 crore.

Operations & efficiency

• Cost of materials consumed: Rs 4880.33 lakh.
• Changes in inventories: Rs 202.31 lakh.
• Employee benefits expense: Rs 1459.25 lakh.
• Depreciation and amortization: Rs 633.36 lakh.
• Finance costs: Rs 477.67 lakh.
• Total expenses: Rs 8917.64 lakh; previous year 8960.12.

CSR & governance

• CSR expenditure: Rs 7.30 lakh; mandate Rs 7.26 lakh.
• Shortfall Rs 7.20 lakh; unspent transferred to Kotak CSR account.
• CSR Committee: 3 members; met once on 12 Feb 2026.

Governance & audit

• Statutory auditors: Anil Parekh & Co; no qualifications.
• Secretarial auditor: K P Ghelani & Associates; MR-3; no qualifications.
• CEO/CFO certifications filed; compliance with listing requirements.
• Internal controls: robust framework; quarterly internal audits.

Outlook & risks

• Market outlook: bearings market expected to grow; CAGR about 3.2% (2024-29).
• Strategy: automation, technology upgrades, product development, diversification.
• Risks: raw material price volatility, FX fluctuations, supply chain, competition.

Corporate governance & meetings

• Board: 6 directors; 3 executive, 3 independent.
• Independent Directors met on Feb 12, 2026 to review performance.
• AGM held via VC/OAVM; e-voting Sept 16-18, 2026.

Financial snapshot

• Revenue from operations: Rs 8,794.09 lakh, up from 8,664.19 lakh.
• Total revenues: Rs 8,838.73 lakh, up from 8,688.66 lakh.
• Profit before tax: Rs (78.91) lakh, improved from Rs (271.46) lakh.
• Tax expense: Rs (8.04) lakh; prior year Rs (12.25) lakh.
• Profit after tax: Rs (70.87) lakh; prior year Rs (259.21) lakh.
• EPS: Rs (0.72) basic/diluted for FY2025-26.
• Cash flow: operating Rs 1388.86 lakh; investing Rs 1300.86 lakh; net cash Rs (2.85) lakh.
• Dividend declared/not declared: No dividend for FY2025-26.
• Share capital: Rs 10.79 crore; 1,07,91,000 equity shares.
• 100% dematerialised as of 31-03-2026.

Debt, liquidity and capital structure

• Debt-Equity ratio stood at 0.99 times.
• Current ratio at 1.35 times.
• Promoter/promoter group held around 59.7% as at 31-03-2026.
• No deposits accepted during the year.
• Total equity around Rs 32.37 crore; cash and equivalents modest.

Operations and market position

• Product portfolio centers on bearing rollers: tapered, cylindrical, spherical, needle rollers, and components.
• Catered segments: Automotive OEMs, replacement, and exports with growing industrial applications.
• Strategy emphasizes process automation, technology upgrades, and product development.
• Outlook favorable for bearing demand amid Make in India and infrastructure spend.
• R&D and in-house processes support quality, efficiency and cost competitiveness.

Governance and controls

• Board strength: 6 directors; 3 executive and 3 independent.
• Independent Directors meet the criteria under the Companies Act and LODR.
• Audit, NRC, SRC and CSR committees operate with delegated charters.
• Secretarial audit: No qualifications; MCAP-appropriate compliance observed.
• Internal financial controls are robust and regularly reviewed by the Audit Committee.
• Vigil mechanism and whistleblower policy in place; no complaints reported.

CSR and sustainability

• CSR policy exists; CSR committee met once during the year.
• Rs 7.30 lakh spent on CSR activities in 2025-26; funded via Sadbhavna Seva Foundation and Aekrang.
• CSR obligation calculated at about Rs 7.26 lakh; policy disclosed on the website.

Shareholder information and AGM

• 35th Annual General Meeting held; AGM via VC/OAVM on 19 Sep 2026.
• Notice sent electronically; e-voting from Sep 16–18, 2026.
• Registrar: KFin Technologies; trading fully dematerialised; no physical share transfers.

Risks and outlook

• Markets exposed to price volatility of steel and raw materials.
• FX fluctuations and global trade tensions could impact margins and demand.
• Competition intense; need for continued automation, technology and product development.
• Positive long-term outlook from automotive and industrial sector growth.

Outlook and capital projects

• Emphasis on capacity utilization, automation, and expanded customer base.
• Energy efficiency through rooftop solar projects; ongoing cost optimization initiatives.

AGM Details

• AGM on Sep 19, 2026 at 11:00 a.m. IST via VC/OAVM.
• Register of Members and share transfer books closed Sep 12-19, 2025.

Ordinary Business

• Adopt standalone financial statements for year ended Mar 31, 2026.
• Reappoint Divyeshkumar Hiralal Changela as director, retiring by rotation.

Special Business

• Remuneration of cost auditor Rs 50,000 plus expenses for 2027.

Director Changes

• Director Divyeshkumar Hiralal Changela reappointed.

Auditors

• Cost auditor remuneration ratified.

Voting Update

• Voting results to be declared post-AGM; posted on company site and stock exchanges.

AGM and cut-off details

• AGM to be held via Video Conferencing/AV means on 19 September 2026 at 11:00 IST.
• Cut-off date for AGM is 11 September 2026.
• Remote e-voting opens 9:00 AM on 16 September 2026 and ends 5:00 PM on 18 September 2026.

Key dates and events

• AGM date: September 19, 2026, via Video Conferencing.
• Book closure: September 12, 2026 to September 19, 2026 (inclusive).
• Cut-off date for e-voting: September 11, 2026.
• Remote e-voting period: September 16, 2026 9:00 AM IST to September 18, 2026 5:00 PM IST.
• Security: Equity shares.

Financial results

• Audited standalone financial statements for FY ended 31 March 2026 approved; Board and Auditor reports.

Director reappointment

• Reappointment of Divyeshkumar Hiralal Changela as Whole-time Director approved; details in Annexure A.

Cost auditor remuneration

• Remuneration of Cost Auditor approved.

AGM timetable

• AGM fixed for 19 Sep 2026 at 11:00 IST via VC/OAVM.

Shareholder records

• Register of Members and Share Transfer Books closed 12–19 Sep 2026.

EVoting and Scrutinizer

• E-voting period 16–18 Sep 2026; cut-off 11 Sep 2026; Scrutinizer appointed.