Brady & Morris Engineering Company Ltd

Dematerialisation status

• No dematerialisation/rematerialisation requests were received during the reporting period.
• Not applicable: no securities were dematerialised/rematerialised; no certificates mutilated or cancelled.
• Listing not applicable since there were no dematerialisation/rematerialisation actions.
• No substitution of depository name in registers within the prescribed timeline.

Brady & Morris Engineering Company Ltd – Trading window closure

AGM details

• AGM held on 26 Sep 2026 at 11:30 IST via VC/OAVM.
• Record/date entitlement cut-off: 19 Sep 2026.
• Remote e-voting window: 23–25 Sep 2026; voting conducted at the AGM.

Key resolutions

• Item 1: Adopt audited financial statements for year ended 31 Mar 2026.
• Item 2: Re-appointment of director by rotation.
• Item 3: Approve material related party transactions.

Voting results

• Item 1: Passed with requisite majority; ~99.76% in favour.
• Item 2: Passed with requisite majority; ~97.29% in favour.
• Item 3: Passed with requisite majority; ~97.29% in favour.

Director changes

• Director re-appointment by rotation as ordinary resolution.

Material related party transactions

• Approval of material related party transactions with promoter group entities; value not disclosed.

AGM Details

• Date and time: 26 September 2026, 11:30 IST; mode: VC/OAVM.
• Attendees: 22 members attended.
• Remote e-voting available; window 23–25 September.
• Auditors’ and Secretarial Audit Reports had no qualifications.

Key Resolutions

• Ordinary: Adopt audited financial statements for FY ended 31 March 2026.
• Ordinary: Re-appointment of director retiring by rotation.
• Special: Approve material related-party transactions with related party under SEBI LODR.

Voting Status

• Voting results not disclosed in this filing.

Director Changes

• Re-appointment of director retiring by rotation proposed.

Annual Report distribution to non-email shareholders

• Company sent a letter providing the Annual Report 2025-26 web-link to members without registered emails.
• Copy of the letter enclosed for information/records.
• Intimation complies with Regulation 36(1)(b) of SEBI LODR.

Financial performance

• Revenue from operations: 7,310.55 Lakhs; down 19.05% YoY.
• Gross Income: 7,589.70 Lakhs; Profit before tax: 732.03 Lakhs.
• EBITDA: 933.29 Lakhs; margin 9.64%.
• Profit after tax: 557.48 Lakhs; EPS: Rs 24.78.
• Dividend not declared for FY2025-26.
• Total equity & reserves: 5,294.56 Lakhs; borrowings: 483.64 Lakhs.
• ROE: 0.11; Debt-Equity: 0.09x.
• Revenue mix: Products 7,152.74; Services 153.24; Other 4.57 Lakhs.
• CSR spend: 17.00 Lakhs; CSR obligation: 16.99 Lakhs.

Operating and capital metrics

• Debtors turnover: 94 days; Inventory turnover: 149 days.
• Working capital declined 27.74% to 2,769.45 Lakhs.
• Capex additions to PPE: 91.85 Lakhs; CWIP: 130.46 Lakhs.
• Net cash from operations: 300.55 Lakhs; cash burn from investing/financing seen.
• Total assets around Rs 69.28 Crore; equity base ~Rs 52.95 Crore.

Capital structure and liquidity

• Total assets approximately Rs 69.28 Crore; gearing improved.
• Borrowings: Rs 483.64 Lakhs (current); last year Rs 877.88 Lakhs.
• Current ratio 2.89x; cash and cash equivalents Rs 42.27 Lakhs.
• Bank deposits total Rs 358.62 Lakhs; total liquidity supported by bank facilities.
• Net cash from operating activities: Rs 300.55 Lakhs.

Governance and board changes

• Board size seven; four independent directors as of 31 Mar 2026.
• Ms. Mita Jha ceased December 21, 2025; Mrs. Chitralekha Hiremath appointed February 13, 2026.
• Audit Committee reconstituted February 13, 2026; chair and members listed in report.
• Secretarial audit: no qualifications; internal controls considered adequate.

Related party transactions

• Material RPT with W. H. Brady And Company Limited; cap upto Rs 300 Crores/year.
• FY2025-26: Sale 585.62 Lakhs; Purchase 10.20; Commission 30.23.
• Holding company provides loans and corporate guarantees; total corporate guarantee Rs 3,400 Lakhs.
• Audit Committee approves RPTs; omnibus approvals for repetitive transactions.

CSR and sustainability

• CSR committee approves policy; CSR spend Rs 17.00 Lakhs in 2025-26.
• 2% of average net profit required: Rs 16.99 Lakhs; actual spend Rs 17.00 Lakhs.
• Unspent CSR balance: nil; CSR policy published on company website.

Auditors and compliance flags

• Statutory auditor: M/s R K Doshi & Co LLP; Internal auditor: Rajesh Prachchhak; Secretarial: GMJ & Associates.
• No frauds reported; going concern basis; internal controls are adequate.
• Notes to financial statements include Ind AS disclosures and risk management.

Outlook and risks

• Outlook remains cautious; management targets productivity and revenue gains in FY2026-27.
• Risks include macroeconomic volatility, inflation, FX exposure, raw material costs, and regulatory changes.

AGM Details

• 80th AGM on Saturday, 26 September 2026 at 11:30 IST via VC/OAVM.

Ordinary Business

• Adopt Audited Financial Statements for year ended 31 March 2026.
• Re-appoint Director Pavan G Morarka, retiring by rotation.

Director Changes

• Re-appoint Pavan G Morarka as Non-Executive Non-Independent Director.
• Liable to retirement by rotation.
• Audit Committee member.

Special Business

• Approve material related party transactions with W. H. Brady And Company Limited.
• Aggregate value cap up to Rs 300 crores for 2026-27 onward.
• Transactions to be in ordinary course and at arm's length.
• Board/Audit Committee approvals; related parties abstain from voting.
• RPT cap applies from FY 2026-27 onward.

RPT Details

• Holding company is the related party: W. H. Brady And Company Limited.
• Tenure up to 10 years to FY 2035-36.
• Total corporate guarantee outstanding: Rs 34 crores.
• Proposed transactions represent 37.65% of standalone turnover.
• Funding from internal accruals and/or borrowings; secured as agreed.