Annual General Meeting Details

The 34th Annual General Meeting will be held on Thursday, September 24, 2026 at 4:00 PM IST through Video Conferencing/Other Audio-Visual Means. The deemed venue is the Registered Office at 238A, A.J.C. Bose Road, Suite No.2B, Kolkata-700020.

Business to be Transacted

Ordinary Business:

  • To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026 together with Reports of Directors and Auditors
  • To appoint a director in place of Mr. Somnath Samanta (DIN: 02970050), who retires by rotation and offers himself for re-appointment

Financial Performance Highlights (Standalone)

(Amount in ₹ lakhs)

| Particulars | FY 2025-26 | FY 2024-25 | Change |

| Revenue from Operations | - | - | - |

| Other Income | 38.43 | 52.29 | (26.50%) |

| Total Revenue | 38.43 | 52.29 | (26.50%) |

| Total Expenses | 25.28 | 22.98 | 10.01% |

| Profit Before Tax | 13.15 | 29.32 | (55.15%) |

| Tax Expenses | 3.42 | 7.08 | (51.69%) |

| Profit After Tax | 9.73 | 22.24 | (56.24%) |

| EPS (Basic & Diluted) | ₹0.05 | ₹0.11 | (54.55%) |

| Equity Capital | 980.89 | 980.89 | - |

| Retained Earnings | (436.45) | (446.18) | - |

Financial Performance Highlights (Consolidated)

(Amount in ₹ lakhs)

| Particulars | FY 2025-26 | FY 2024-25 | Change |

| Revenue from Operations | - | - | - |

| Other Income | 1.36 | 23.61 | (94.24%) |

| Total Revenue | 1.36 | 23.61 | (94.24%) |

| Total Expenses | 26.15 | 24.31 | 7.57% |

| Profit/(Loss) Before Tax | (24.79) | (0.70) | - |

| Tax Expenses | 3.42 | 7.08 | (51.69%) |

| Profit/(Loss) After Tax | (28.21) | (7.78) | - |

| EPS (Basic & Diluted) | (₹0.14) | (₹0.04) | - |

Key Operational Details

  • Business Status: Company's operations remain suspended with no revenue from operations for FY 2025-26
  • Primary Activity: Earning interest income from inter-corporate deposits/loans, predominantly to wholly-owned subsidiary BRC Construction Co Private Limited
  • Subsidiary: BRC Construction Co Private Limited (wholly-owned) reported net loss of ₹0.87 lakhs for FY26
  • Dividend: No dividend proposed for the year to conserve resources
  • Reserves: No amount transferred to any reserves

Audit Qualifications and Issues

Statutory Auditors (M/s. P A R V & Associates)

Qualified Opinion Basis: Company has not carried out fair valuation of certain investments amounting to ₹39,50,000 as required under Ind AS 109 read with Ind AS 113. The investments pertain to unquoted equity shares in wholly-owned subsidiary and other related parties.

Management's Response: Management believes intrinsic worth of these investments exceeds cost price, but Board acknowledges requirement and will initiate steps to obtain formal fair valuation reports for future periods.

Internal Financial Controls

Material Weakness Identified: Company did not have adequate internal financial control system for periodic fair valuation of financial instruments classified under Ind AS 109, specifically regarding investments aggregating ₹39,50,000.

Secretarial Auditor (Mr. Asit Kumar Labh)

Qualification: Shareholding Pattern filed with Stock Exchange for quarter ended June 30, 2025 was delayed (filed July 30, 2025 instead of due date). BSE Ltd. levied fine of ₹21,240 (including GST) which has been paid by the Company.

Capital Structure and Investments

  • Paid-up Equity Capital: ₹980.89 lakhs (19,617,800 equity shares of ₹5 each) - unchanged during year
  • Investments: ₹65.31 lakhs in unquoted equity instruments (carried at cost)
  • Loans/Advances: ₹556.52 lakhs in inter-corporate deposits, of which ₹523.07 lakhs (93.99%) is receivable from wholly-owned subsidiary BRC Construction Co Private Limited
  • Cash & Cash Equivalents: ₹7.23 lakhs (standalone), ₹8.48 lakhs (consolidated)

Key Managerial Personnel Changes

  • Ms. Sneha Saraswat resigned as Company Secretary effective March 5, 2026
  • Ms. Richa Saraf appointed as Company Secretary effective March 5, 2026
  • Other KMPs: Mr. Ganesh Kumar Singhania (Managing Director), Mr. Praveen Kumar Kanodia (CFO)

Board and Committee Meetings

  • Board Meetings: 7 meetings held during FY 2025-26
  • Audit Committee: 4 meetings held during the year
  • Nomination & Remuneration Committee: 1 meeting held during the year
  • Stakeholders Relationship Committee: 1 meeting held during the year
  • Independent Directors Meeting: Held on December 31, 2025

Related Party Transactions

All transactions with related parties were in ordinary course of business and at arm's length basis. Major transactions include:

  • Interest income from BRC Construction Co Private Limited: ₹37.07 lakhs (FY26), ₹28.68 lakhs (FY25)
  • Loans outstanding with subsidiary: ₹523.07 lakhs (repayable on demand)

Other Significant Disclosures

  • Going Concern: Financial statements prepared on going concern basis despite suspended operations, based on promoter support and steps to obtain statutory permissions for new projects
  • Physical Share Transfer: SEBI's special window for re-lodgement of physical share transfer requests available until January 6, 2026 (extended to February 4, 2027 per January 2026 circular)
  • Employee Strength: Only 2 employees during FY 2025-26
  • Sexual Harassment: No complaints received during the year (ICC not mandated as employee strength <10)
  • CSR Provisions: Not applicable to the Company

Voting Arrangements

  • E-voting Period: September 21, 2026 (9:00 AM) to September 23, 2026 (5:00 PM) through CDSL platform
  • Scrutinizer: Mr. A. K. Labh, Practicing Company Secretary appointed to conduct e-voting process
  • Cut-off Date: September 17, 2026 for determining members entitled to vote

Important Dates

  • AGM Date: September 24, 2026
  • E-voting Period: September 21-23, 2026
  • Cut-off Date: September 17, 2026
  • Question Submission Deadline: September 19, 2026
  • Speaker Registration Deadline: September 19, 2026 (5:00 PM)