WH Brady & Company Ltd

WH Brady & Company Ltd – Routine closure of trading window

AGM details

• AGM held Sept 26, 2026 at 12:30 IST via Video Conferencing.
• Remote e-voting Sept 23–25, 2026; voting entitlement cut-off Sept 19, 2026.

Key resolutions

• Adoption of standalone financial statements for FY2026; ordinary resolution; approved.
• Adoption of consolidated financial statements for FY2026; ordinary resolution; approved.
• Appointment of director replacing Vaibhav Morarka; ordinary resolution; approved.
• Re-appointment of Cyrus Vachha as Independent Director; special resolution; approved.
• Material related party transactions with Brady & Morris Engineering Company Limited; ordinary resolution; approved.

Voting outcome

• All resolutions passed with requisite majority.

AGM details

• AGM held on 26 September 2026 at 12:30 IST via VC/OAVM.
• Remote e-voting and AGM e-voting facilitated via CDSL.
• Attendance: 23 members attended.

Key resolutions

• Ordinary resolution: adopt standalone and consolidated financial statements for FY2026.
• Ordinary resolution: appointment/re-appointment of Vaibhav Morarka, retiring by rotation.
• Special resolution: re-appointment of Cyrus Vachha as Non-Executive Independent Director.

Related party transactions

• Ordinary resolution: approve material related party transactions with Brady & Morris Engineering Company Limited.

Director changes

• Vaibhav Morarka re-appointed as Director.
• Cyrus Vachha re-appointed as Non-Executive Independent Director.

Financial snapshot

• Standalone revenue: 2,558.14 Lakhs for FY2025-26.
• Standalone net profit: 89.75 Lakhs.
• Consolidated revenue: 8,857.33 Lakhs.
• Consolidated net profit: 647.25 Lakhs.
• Standalone PBT: 56.85 Lakhs.
• Consolidated PBT: 788.90 Lakhs.
• Standalone EPS: 3.52 Rs.
• Consolidated EPS: 25.38 Rs.
• Dividend: not declared for FY2025-26.

Operations & segments

• Consolidated segment revenues include License Fees Properties 1,501.42 Lakhs.
• Trading segment revenue: 659.54 Lakhs.
• Manufacturing segment revenue: 7,310.55 Lakhs.
• Standalone business focuses on trading of material handling equipment.

Capital structure & liquidity

• Authorized share capital Rs 10 crore; issued and paid-up Rs 2.55 crore.
• Cash and cash equivalents: 53.76 Lakhs.
• Bank balances: 1,209.99 Lakhs.

Dividend & capital allocation

• Dividend: not declared for FY2025-26.

Related party transactions

• Material RPT with Brady & Morris Engg Co Ltd up to Rs 300 crore for loans/guarantees/security.
• 2025-26 purchases from Brady & Morris Engg Co Ltd: Rs 585.62 Lakhs.
• 2025-26 sales to Brady & Morris Engg Co Ltd: Rs 17.93 Lakhs.
• 2025-26 commission from Brady & Morris Engg Co Ltd: Rs 30.24 Lakhs.
• Brady & Morris Engg Co Ltd accounted for 32.38% of consolidated turnover FY2024-25.

Governance & board

• Board size: 6 Directors; 3 Independent, 2 Non-Executive, 1 Executive.
• Cyrus Vachha as Independent Director reappointed for 5 years (2026-2031).
• Audit Committee, Nomination & Remuneration Committee, and Stakeholders’ Relationship Committee in place.

Audit, controls & disclosures

• Statutory Auditors: M/s J. G. Verma & Co.
• Secretarial Auditors: M/s GMJ & Associates.
• Auditors’ report: no qualifications; internal controls adequate; going concern not flagged.

Significant corporate actions

• Conversion of Brady House leasehold rights to freehold; Rs 976.61 Lakhs paid; approved March 18, 2026.
• Cyber fraud write-off of Rs 402.97 Lakhs in 2024-25; Rs 19.70 L recovered in 2025-26; Rs 17.33 L outstanding.

CSR & compliance

• CSR provisions not applicable; CSR expenditure recognized where applicable (Rs 17.00 Lakhs in 2025-26).

Outlook & risks

• Management exploring opportunities to improve activities amid macro headwinds.

AGM Details

• AGM on Saturday, 26 September 2026 at 12:30 P.M. IST via VC/OAVM.

Ordinary Business

• Adopt standalone and consolidated financial statements for the year ended 31 March 2026.
• To appoint Vaibhav Morarka, retiring by rotation, for re-appointment.

Special Business

• Re-appoint Cyrus Vachha as Independent Director for five years from Sept 29, 2026 to Sept 28, 2031.
• Approval for continuation of Cyrus Vachha's directorship despite age 75.
• Board/KMP authorized to take necessary steps to give effect to the resolution.

Related Party Transactions

• Counterparty: Brady & Morris Engineering Company Limited (subsidiary).
• Nature: loan/guarantee/providing security.
• Value: aggregate up to Rs 300 crores per year from FY2026-27 onward.
• Tenure: up to FY 2035-36 (ten years max).
• RPT abstention: related parties to abstain from voting on the resolution.
• Related party turnover: Rs 73.10 crores in FY2025.
• Related party net profit after tax: Rs 5.57 crores in FY2025.

KMP contact details

• KMPs disclosed: CFO Rajender Kumar Sharma and Company Secretary Sanyo Rodrigues.
• CFO to determine materiality of events; Company Secretary handles stock-exchange disclosures.
• Contact emails provided: rksharma@bradys.in and cs@bradys.in.
• Regulatory basis: Regulation 30(5) of SEBI LODR.

Financial results approved

• Board approved unaudited standalone and consolidated results for the quarter ended 30 June 2026.
• Includes segment revenue, results and capital employed for Standalone and Consolidated.
• Limited Review Report by J.G. Verma & Co on standalone and consolidated results.

Director re-appointment

• Re-appointment of Cyrus Vachha as Non-Executive Independent Director for five-year term.
• Term from 29 September 2026 to 28 September 2031, subject to AGM approval.
• Annexure A confirms Cyrus Vachha not debarred.

AGM notice

• Notice issued for 113th AGM on 26 September 2026.

Auditor/regulatory notes

• Independent reviewers reported no material misstatement in results.
• Tax provisions under New Act: current tax at 22%; MAT credit adjustments.
• Unprovided MAT credit of INR 199.59 lakhs to be considered later.