Bengal & Assam Company Ltd

Target Company

• Target Company: Bengal & Assam Company Ltd (BACL).

Acquirer & Promoter Group

• Acquirer: YPL Enterprises Pvt. Ltd. (YEPL); promoter group: Yes.

Promoter-Group Sellers

• Promoter-group sellers: Accurate Finman Services Ltd; Sidhivinayak Trading and Investment Ltd.
• Promoter-group sellers: J.K. Credit & Finance Limited; Pranav Investment (M.P.) Company Ltd; NBVL.

Transaction Type & Mode

• Type: Acquisition of shares via Composite Scheme of Arrangement.
• Mode: Pursuant to Composite Scheme of Arrangement.

Pre-Transaction Holding

• YEPL pre-holding: 19,54,503 shares (17.14%).

Post-Transaction Holding

• YEPL post-holding: 25,74,323 shares (22.57%).

Transaction Details

• Shares acquired: 6,19,820 shares (5.44% of voting capital).
• Encumbrances: NIL.

Date & Capital Context

• Date of transaction: 12 October 2026.
• Pre-transaction equity capital: Rs. 11,40,38,990 (1,14,03,899 shares).
• Post-transaction/diluted capital: Rs. 11,40,38,990 (1,14,03,899 shares).

Office shift and MOA alteration

• Regional Director, Eastern Region, MCA, approved shifting registered office from West Bengal to Haryana.
• Alteration in Clause II of the MOA to reflect the shift has been confirmed.
• Order subject to filing with MCA/ROC and other regulatory compliances.
• No employee retrenchment will occur as a condition of the shift.

Bengal & Assam Company Limited - Trading Window Closure from 1 October 2026 until the expiry of 48 hours after declaration of Financial Results for the quarter and half year ending on 30 September 2026

AGM Details

• AGM held on 8 September 2026 at 3:00 PM IST via VC/OAVM.
• Record date for members: 1 September 2026; total on record: 24,931.
• Promoter group attendance: 32; Public attendance via video: 53.

Resolutions and outcomes

• Resolution 1, Ordinary: adoption of audited financial statements; passed with full in-favour; one abstention.
• Resolution 2, Ordinary: dividend of Rs 50 per equity share; passed with full in-favour.
• Resolution 3, Ordinary: appointment of Secretarial Auditor M/s Ronak Jhuthawat & Co.; passed.
• Resolution 4, Special: re-appointment of Vinita Singhania as Director; passed (99.99% in favour).
• Resolution 5, Special: re-appointment of Upendra Kumar Gupta as Manager/CEO/CFO; passed.

Dividend

• Dividend approved: Rs 50 per equity share.

Directors & Management Changes

• Vinita Singhania re-appointed as Director; liable to retire by rotation; Non-Executive.
• Upendra Kumar Gupta re-appointed as Manager with CEO and CFO for three years starting 1 July 2026.

Auditor & Secretarial Appointments

• M/s Ronak Jhuthawat & Co. appointed as Secretarial Auditor for five years (2026–31).

Material Related Party Transactions

• No material related party transactions approved.

Other Material Approvals

• No other material approvals reported.

AGM Details

• Date and time: 8 September 2026, 3:00 PM; mode: Video Conferencing.

AGM Proceedings

• Remote e-voting ran 4 Sep 2026 10:00 AM to 7 Sep 2026 5:00 PM.
• Quorum confirmed via VC; meeting concluded at 3:42 PM.

Key Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for FY2026.
• Ordinary: Dividend of Rs 50 per equity share for FY2026.
• Ordinary: Appointment of Ronak Jhuthawat & Co. as Secretarial Auditor for five years (FY2026-27 to FY2030-21).
• Special: Re-appointment of Vinita Singhania as Director liable to retire by rotation and continuation as Non-Executive Director.
• Special: Re-appointment of Upendra Kumar Gupta as Manager, CEO and CFO, for 3 years from 1 July 2026.

Voting Results

• Outcome of resolutions not disclosed in the filing chunk.

Dividend Details

• Dividend per share: Rs 50; status of approval not disclosed.

Directors / Appointments

• Vinita Singhania re-appointed as Director liable to retire by rotation; continues as Non-Executive Director.
• Upendra Kumar Gupta re-appointed as Manager, CEO and CFO, for 3 years from 1 July 2026.

Auditors

• Secretarial Auditor appointment: M/s Ronak Jhuthawat & Co. for five years (FY2026-27 to FY2030-21).

Material Related Party Transactions

• No material RPT disclosed in the filing.

Other Material Approvals

• No other material approvals disclosed.

Record date and dividend

• Record date fixed for AGM and dividend entitlement: 1 September 2026.
• Dividend of Rs 50 per equity share (face value Rs 10) contingent on AGM approval.
• Payment expected within 3-4 weeks from AGM date of 8 September 2026.

Board approval of Q1 results

• Board approved unaudited standalone and consolidated Q1 2026 results for quarter ended 30 June 2026.
• Results were reviewed by the Audit Committee and approved by the Board.

Auditor reviews

• Independent auditor's reviews on standalone and consolidated results found no material misstatement.

Segment disclosures

• Annexure-1 provides segment revenues and profits for Tyre, Paper, Cement, Polymer & Textile, Others.

Subsidiaries and associates disclosures

• Annexure-A lists subsidiaries and associates in unaudited consolidated results, including J.K. Fenner (India) Ltd; JK Paper Ltd.

Meeting and compliance notes

• Board meeting held on 13 August 2026; results approved at meeting.
• Results prepared per Ind AS 34; press releases published as required by regulations.

Regulatory/Auditor remarks

• No emphasis of matter; no adverse auditor remarks.

Financial results approved

• Unaudited standalone Q1 30 Jun 2026 results approved.
• Unaudited consolidated Q1 30 Jun 2026 results approved.
• Year-end 31 Mar 2026 figures audited for standalone and consolidated.
• Auditor's review reports: no material misstatement or emphasis of matter.
• Board approval date: 13 August 2026; Audit Committee reviewed results.
• Annexure-A lists subsidiaries and associates in unaudited consolidated results.

Auditor and governance notes

• Independent auditor's reviews conducted for standalone and consolidated results.
• Reviews indicate no material misstatement and comply with SEBI LODR Regulation 33.