Bentley Commercial Enterprises Ltd has issued an addendum to the notice of its 41st Annual General Meeting, scheduled for September 30, 2026. The filing provides previously omitted regulatory disclosures regarding a proposed material related-party transaction involving a loan facility of up to ₹50 crore per annum to Met-Lok Hydro Pneumatics Private Limited.

The company stated that certain information required under Regulation 23 of the SEBI Listing Regulations was inadvertently left out of the original explanatory statement circulated on September 7, 2026. The addendum, dated September 11, 2026, clarifies the financial standing of the related party and the terms of the proposed lending arrangement.

Related Party Transaction Details

The proposed transaction involves granting loans to Met-Lok Hydro Pneumatics Private Limited, a manufacturer of rubber and plastics products. A relative of director Mr. Babulal Mishrimal Bhansali serves as a director in the related entity. Bentley Commercial holds no shareholding in Met-Lok, nor does Met-Lok hold any stake in the listed entity.

The loans are intended to be unsecured and repayable on demand. The interest rate will be determined on an arm's length basis at the time of disbursement. The funds are sourced from the company’s own internal accruals, with no financial indebtedness incurred by Bentley Commercial for this purpose. The Audit Committee has already approved these transactions.

Financial Health of Related Party

The addendum discloses the standalone financial performance of Met-Lok Hydro Pneumatics Private Limited for the last three fiscal years. The related party reported significant growth in turnover and net worth during this period.

There have been no defaults on borrowings by the related party over the last three financial years. The value of the proposed transactions represents 77.06% of Bentley Commercial’s annual consolidated turnover for FY26.

Previous Transactions

Bentley Commercial has previously extended loans to Met-Lok Hydro Pneumatics. As of March 31, 2026, the outstanding loan amount was ₹1.55 crore. This is a reduction from ₹50.50 lakh outstanding as of March 31, 2025. No loans were granted in FY24. During the current financial year up to March 31, 2026, an additional ₹53.50 lakh was granted.

AGM and Governance Updates

The 41st AGM will be held at Peninsula Heights, Mumbai, at 11:00 am on September 30, 2026. Shareholders will also vote on the reappointment of Mrs. Meenakshi Jayesh Bhansali as a Non-Executive Non-Independent Director. She retires by rotation and offers herself for reappointment.

Remote e-voting will be available from September 27, 2026, at 9:00 am to September 29, 2026, at 5:00 pm. Members holding shares as of the close of business on September 23, 2026, are eligible to vote. The register of members will remain closed from September 24, 2026, to September 30, 2026.

Financial Performance FY26

In its Board’s Report for FY26, Bentley Commercial reported total income of ₹694.30 lakh, up from ₹679.04 lakh in FY25. Profit after tax stood at ₹481.93 lakh, compared to ₹479.03 lakh in the previous year. However, total comprehensive income turned negative at (₹3,205.92 lakh) due to mark-to-market losses on equity investments, contrasting with a gain of ₹3,174.87 lakh in FY25. The net worth decreased to ₹13,926.12 lakh from ₹17,132.04 lakh as of March 31, 2025. No dividend was declared for the year.

The board of directors of Bentley Commercial Enterprises Ltd approved the notice for its 41st Annual General Meeting to be held on September 30, 2026. The company also fixed the record date for remote e-voting as September 23, 2026.

Corporate Action Details

The meeting was scheduled to take place on Wednesday, September 30, 2026. Shareholders holding shares in physical or dematerialized form as of the record date will be entitled to cast their votes electronically.

The register of members and share transfer books will remain closed from September 24, 2026, through September 30, 2026, inclusive. This closure facilitates the determination of eligible shareholders for the AGM.

Internal Auditor Appointment

The board reappointed M/s. M.R.V & Co., Chartered Accountants, as the internal auditor for the financial year 2026-27. The firm holds registration number 135836W.

M.R.V & Co. provides audit and assurance services, direct and indirect tax consulting, due diligence, and other value-added support. The appointment follows the firm's previous engagement with the company.

Board Meeting Outcome

The board meeting commenced at 3:15 pm and concluded at 3:50 pm on August 27, 2026. Meenakshi J. Bhansali, Director and Company Secretary, signed the disclosure.