B N Rathi Securities Limited has fixed August 7, 2026 as the record date to determine the eligibility of shareholders for the dividend and participation in its 40th Annual General Meeting (AGM). The AGM is scheduled for Friday, August 14, 2026 at 11.30 a.m. at FTCCI Surana Hall, Federation House, Red Hills, Hyderabad – 500004. The Register of Members and Share Transfer Books will remain closed from August 8, 2026 to August 14, 2026 (both days inclusive) for this purpose.

Financial Performance: Standalone and Consolidated

The company delivered improved financial results for FY 2025-26 across both standalone and consolidated bases. The following table summarises the key performance metrics:

On a standalone basis, revenue from operations grew from Rs. 4760.80 Lakhs to Rs. 5380.97 Lakhs. Finance costs declined from Rs. 85.99 Lakhs to Rs. 75.03 Lakhs, while depreciation and amortisation reduced from Rs. 62.97 Lakhs to Rs. 49.67 Lakhs. The closing balance of reserves, including retained earnings, stood at Rs. 5485.86 Lakhs as at March 31, 2026.

Dividend and Capital Structure

The Board of Directors has recommended a final dividend of 10% i.e., Rs. 0.50 per equity share of face value Rs. 5/- for the financial year ended March 31, 2026. The total dividend outgo stands at Rs. 2,08,75,000/-. The payment is to be made on or before September 13, 2026, subject to shareholder approval at the AGM.

The paid-up share capital of the company stands at Rs. 20,87,50,000/- (Rupees Twenty Crores Eighty Seven Lakhs Fifty Thousand only), divided into 4,17,50,000 equity shares of face value Rs. 5/- each. During FY 2025-26, the company allotted 2,50,000 equity shares of Rs. 5/- each to eligible employees under the "BNRSL-ESOP Scheme 2022".

AGM Agenda and Special Business

The 40th AGM will transact the following key business items:

Both special resolutions are required under Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates shareholder approval for continuation of non-executive directors who have attained or will attain the age of 75 years. The Nomination and Remuneration Committee (NRC) recommended both continuations at its meeting held on May 14, 2026.

Subsidiary and Associate Performance

The wholly owned subsidiary, B N Rathi Comtrade Private Limited, earned revenue of Rs. 22.39 Lakhs and reported a loss of Rs. 78.64 Lakhs for FY 2025-26. The associate, B-fly Asset Manager LLP, made an income of Rs. 39.37 Lakhs and suffered a loss of Rs. 2.92 Lakhs during the year.

ESOP Scheme and Employee Disclosures

Under the BNRSL-ESOP Scheme 2022, 2,50,000 options were vested and exercised during the year. The number of options outstanding at the end of the year stood at 5,00,000 at a face value of Rs. 5/- each. The weighted average exercise price is Rs. 10/- and the weighted average fair value is Rs. 18.83/-. Money realised by exercise of options during the year amounted to Rs. 25,00,000/-. The total number of employees on the rolls of the company as on March 31, 2026 was 75.

CSR, Governance, and Compliance

The company spent Rs. 24,81,707/- towards its Corporate Social Responsibility (CSR) obligations for FY 2025-26, representing 2% of the average net profit for the past three financial years. CSR activities were focused on children's education and healthcare. The average net profit of the company for the last three financial years as per Section 135 of the Companies Act, 2013 was Rs. 12,40,85,367/-.

The statutory auditors, M/s. M Anandam & Co., Chartered Accountants, issued an unmodified audit opinion for both standalone and consolidated financial statements for FY 2025-26. The secretarial audit report by M/s. Aakanksha Dubey & Co. also contained no qualification, reservation, or adverse remark. The company reported no instances of fraud, no significant regulatory orders, and full compliance with applicable SEBI Listing Regulations and Secretarial Standards during the year. Remote e-voting for the AGM will be available from 9.00 a.m. on August 11, 2026 to 5.00 p.m. on August 13, 2026, facilitated by KFin Technologies Limited.

B N Rathi Securities Limited has approved an investment of ₹60,00,000 in B-Fly Asset Manager LLP, an associate entity, to act as a sponsor contribution for Scheme II. The decision was taken by the Board of Directors during a meeting held on July 21, 2026. This strategic move allows the company to participate in the Alternative Investment Funds (AIFs) sector through its associate.

The investment is classified as a related party transaction since B-Fly Asset Manager LLP is an associate of the company. The transaction will be undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The consideration of ₹60,00,000 will be paid in cash towards the contribution as a sponsor to the AIF.

B-Fly Asset Manager LLP is a Limited Liability Partnership engaged in the business of acting as an investment manager for Alternative Investment Funds. The entity was established to undertake AIF activities, including acting as the manager of such funds. The company's contribution aligns with the requirements of the SEBI (Alternative Investment Funds) Regulations, 2012.

The approval is subject to the completion of applicable statutory and regulatory formalities. The Board meeting commenced at 3:00 P.M. and concluded at 4:00 P.M. on the same day. Hari Narayan Rathi, Managing Director, signed the regulatory disclosure confirming the board's decision.

Key Transaction Details