Belrise Industries has submitted its audited consolidated financial results for the financial year ended March 31, 2026, to the stock exchanges. The filing, made in compliance with Regulations 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes the Independent Auditor’s Report. The results are subject to the approval of shareholders at the upcoming Annual General Meeting.

GSA & Associates LLP, the statutory auditor, issued an unmodified opinion on the consolidated financial statements. The auditor confirmed that the statements give a true and fair view of the consolidated state of affairs and financial performance of the company and its subsidiaries in conformity with Indian Accounting Standards (Ind AS). The audit was conducted in accordance with the Standards on Auditing specified under the Companies Act, 2013.

The audit report identified revenue recognition as a key audit matter. The auditor noted risks regarding the timing of revenue recognition and the calculation of price variations passed on to or recovered from customers. Procedures were performed to test the completeness and accuracy of revenue data and related trade receivables.

The report also detailed reliance on the work of other auditors for five subsidiaries, including two step-down subsidiaries, whose financial statements reflect total assets of Rs. 11,048.62 million and total revenues of Rs. 19,837.33 million. Three of these subsidiaries are located outside India, and their financial statements were converted to Indian accounting principles by the company's management.

Regarding internal financial controls, the auditor reported that the holding company and its subsidiaries incorporated in India have adequate internal financial controls over financial reporting that were operating effectively as of March 31, 2026. However, an exception was noted for one subsidiary where the audit trail feature was not enabled at the database level for the accounting software used to maintain records.

The Board of Directors has proposed a final dividend for the year, which is also subject to shareholder approval at the Annual General Meeting. The filing confirmed that no funds were advanced or invested by the holding company or its subsidiaries to any intermediaries for the benefit of ultimate beneficiaries.

Belrise Industries Limited has received 'no adverse observations' from the National Stock Exchange of India Limited and BSE Limited regarding its proposed Scheme of Amalgamation with Badve Autocomps Private Limited and Eximius Infra Tech Solutions Private Limited. The exchanges issued observation letters on July 3, 2026, valid for six months, permitting the company to proceed with filing the draft scheme with the National Company Law Tribunal (NCLT). This regulatory clearance is a critical step towards the merger by absorption under Sections 230 to 232 of the Companies Act, 2013.

The observation letters outline several conditions the company must adhere to before and during the NCLT proceedings. Belrise Industries is required to disclose all details of ongoing adjudication, recovery proceedings, and prosecution against the listed entity, its promoters, and directors to the NCLT and shareholders. Additionally, any additional information submitted to the stock exchanges post-filing must be displayed on the company's website.

Regulatory Conditions and Disclosures

The exchanges have mandated specific disclosures to ensure transparency for shareholders. The company must ensure that the financials included in the scheme, particularly those considered for the valuation report, are not older than six months. Furthermore, the proposed equity shares issued under the scheme must be in demat form only.

A key requirement involves providing detailed financial and structural information to shareholders. This includes the assets, liabilities, net worth, and revenue of the companies involved both pre- and post-scheme. The company must also explain the need, rationale, and synergies of the business combination, along with a cost-benefit analysis.

Shareholder Information and Valuation

Belrise Industries must disclose the value of assets and liabilities being transferred from Badve Autocomps Private Limited and Eximius Infra Tech Solutions Private Limited. The exchanges have called for a detailed justification of the valuation basis, including projections considered for the transferor and transferee companies and the impact of the proposed Qualified Institutional Placement (QIP) on the share exchange ratio.

The company is also required to update the latest financials of all three entities on its website and include them in the explanatory statement sent to shareholders. A revised shareholding pattern showing the pre- and post-merger status of Badve Autocomps Private Limited, Eximius Infra Tech Solutions Private Limited, and Belrise Industries Limited must be provided.

Scheme Validity and Next Steps

The validity of the observation letters is six months from July 3, 2026, within which the company must submit the scheme to the NCLT. The exchanges have clarified that this communication does not constitute an approval of the financial soundness of the scheme or the correctness of statements made in the documents. Belrise Industries must file a compliance status report with the exchanges confirming adherence to each point in the observation letter.