Key Resolutions and Voting Results

Resolution 1: Scheme of Reduction of Share Capital (Special Resolution)

  • Purpose: To approve a scheme of capital reduction between the company and its shareholders
  • Capital Reduction Details:
  • Accumulated losses of ₹52,28,37,029 as of September 30, 2025 will be adjusted against Securities Premium Reserve of ₹23,28,61,241
  • Remaining balance will be adjusted by reducing issued, subscribed and paid-up equity share capital from ₹32,21,95,320 (3,22,19,532 equity shares of ₹10 each) to ₹3,22,19,532 (3,22,19,532 equity shares of ₹1 each)
  • Entire preference share capital of ₹1,10,00,00,000 (1,10,00,000 preference shares of ₹100 each) will be canceled and extinguished
  • Consideration to preference shareholders payable when adequate funds become available, treated as unsecured non-interest bearing loan until payment
  • Voting Results:
  • Total votes polled: 21,376,112 (66.35% of outstanding shares)
  • Votes in favor: 21,363,429 (99.94% of votes polled)
  • Votes against: 12,683 (0.06% of votes polled)
  • Invalid votes: 0
  • Resolution passed: Yes

Resolution 2: Material Related Party Transactions with Multiple Entities (Ordinary Resolution)

  • Related Parties: Futuristic Concepts Media LLP, Sanchna Trading and Finance Limited, S P Finance and Trading Limited, Poddar Bio Diesel Private Limited, Wavelink Fabrics LLP
  • Purpose: Approval for material related party transactions pursuant to the Scheme of Reduction of Share Capital
  • Voting Results:
  • Total votes polled: 2,062,208 (6.40% of outstanding shares)
  • Votes in favor: 2,050,170 (99.42% of votes polled)
  • Votes against: 12,038 (0.58% of votes polled)
  • Invalid votes: 9,005 (from promoter Vishal Furnishings Ltd., not counted as interested party)
  • Resolution passed: Yes

Resolution 3: Material Related Party Transactions with S P Finance and Trading Limited (Ordinary Resolution)

  • Transaction Details: Availing Inter Corporate Deposit (ICD) up to ₹25 crore for FY 2026-27 and up to ₹25 crore for FY 2027-28
  • Terms: Interest rate up to 12% p.a., arm's length basis, ordinary course of business
  • Voting Results:
  • Total votes polled: 2,062,208 (6.40% of outstanding shares)
  • Votes in favor: 2,050,170 (99.42% of votes polled)
  • Votes against: 12,038 (0.58% of votes polled)
  • Invalid votes: 9,005 (from promoter Vishal Furnishings Ltd., not counted as interested party)
  • Resolution passed: Yes

Resolution 4: Material Related Party Transactions with Sanchna Trading and Finance Limited (Ordinary Resolution)

  • Transaction Details: Availing Inter Corporate Deposit (ICD) up to ₹25 crore for FY 2026-27 and up to ₹25 crore for FY 2027-28
  • Terms: Interest rate up to 12% p.a., arm's length basis, ordinary course of business
  • Voting Results:
  • Total votes polled: 2,062,208 (6.40% of outstanding shares)
  • Votes in favor: 2,050,170 (99.42% of votes polled)
  • Votes against: 12,038 (0.58% of votes polled)
  • Invalid votes: 9,005 (from promoter Vishal Furnishings Ltd., not counted as interested party)
  • Resolution passed: Yes

Voting Process Details

  • Postal Ballot Notice Date: April 10, 2026
  • Voting Period: June 3, 2026 (9:00 AM IST) to July 2, 2026 (5:00 PM IST)
  • Record Date: May 22, 2026
  • Total Shareholders: 14,883
  • Scrutinizer: Shri Prasen Naithani of M/s. P. Naithani & Associates, Practising Company Secretary
  • Voting Service Provider: National Securities Depository Limited (NSDL)
  • Regulatory References: Regulation 44(3) of SEBI (LODR) Regulations, 2015; Section 110 read with Section 108 of Companies Act, 2013; Rules 20 and 22 of Companies (Management and Administration) Rules, 2014

Additional Information

  • The scrutinizer's report confirmed all resolutions were passed with special/requisite majority
  • Voting results and scrutinizer's report will be displayed on company website: www.bpml.in
  • The resolutions are deemed to have been passed at an Extra-Ordinary General Meeting on July 2, 2026
  • The company is not required to add "And Reduced" to its name after the capital reduction

Financial Impact

  • The capital reduction will eliminate accumulated losses of ₹52.28 crore
  • Equity share capital will reduce from ₹32.22 crore to ₹3.22 crore
  • Preference share capital of ₹110 crore will be extinguished
  • ICD arrangements approved for up to ₹50 crore annually from two related parties