BF Utilities has concluded the electronic voting process for the appointment of Ajay Charuchandra Kirtane as a Non-Executive Independent Director. The company announced that the results of this postal ballot will be declared on or before October 21, 2026.

The proposal sought shareholder approval for Kirtane’s appointment under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The e-voting facility was provided by National Securities Depository Limited (NSDL), allowing members to cast their votes electronically.

Voting timeline and eligibility

The voting period commenced on September 18, 2026, at 9:00 am and concluded on October 17, 2026, at 5:00 pm. Shareholders were eligible to vote based on their equity shareholding as of the cut-off date, September 11, 2026. Voting rights were proportional to the paid-up equity share capital held by each member on that date.

Scrutiny and result declaration

The scrutiny of the e-voting process was conducted by Sridhar Mudaliar, Partner at M/s. SVD & Associates, Company Secretaries, Pune. In his absence, Sheetal Joshi, also a Partner at the firm, would have performed the duties. The scrutinizer report and detailed voting results will be uploaded on the company’s website, NSDL’s portal, and the Registrar and Share Transfer Agent’s website in due course.

Key procedural details

• Proposal: Appointment of Ajay Charuchandra Kirtane (DIN: 02711040) as Non-Executive Independent Director.
• Voting Method: Electronic means only via NSDL.
• Cut-off Date: September 11, 2026.
• Voting Period: September 18, 2026 to October 17, 2026.
• Result Declaration: On or before October 21, 2026.

BF Utilities Limited reported a consolidated net profit of ₹4,235.55 lakh for the quarter ended March 31, 2026 (Q4FY26), marking a significant decline from ₹8,354.45 lakh in the corresponding quarter of the previous year.

For the full fiscal year 2026, the company’s net profit stood at ₹34,012.42 lakh, a marginal increase from ₹33,784.74 lakh in FY25. Revenue from operations for Q4FY26 grew to ₹26,981.46 lakh from ₹20,821.01 lakh in Q4FY25, while annual revenue rose to ₹94,798.12 lakh from ₹83,683.90 lakh.

Quarterly and Annual Performance

The following table summarizes key consolidated financial metrics for Q4FY26 and FY26 compared to prior periods:

Finance costs decreased significantly to ₹7,942.93 lakh in FY26 from ₹11,307.28 lakh in FY25, contributing to improved pre-tax profitability despite higher depreciation and other expenses.

Audit Qualifications and Litigation Risks

The statutory auditors, G. D. Apte & Co., issued an adverse opinion on the financial statements due to unresolved accounting treatments and litigation risks at its step-down subsidiary, Nandi Economic Corridor Enterprises Limited (NECE). The auditors noted that NECE recorded equity of ₹31,130 lakh against a subscription amount of ₹49,998.53 lakh by AIRRO (Mauritius) Holdings V. The auditors argued that based on buyback options in the Shareholders Agreement, this should have been classified as a liability under Ind AS, impacting total equity and liabilities materially.

Additionally, the auditors highlighted a pending arbitration before the Singapore International Arbitration Centre (SIAC). Claimants AIRRO Mauritius Holdings V and Soinfra Enterprises Private Limited have sought damages equal to an investment of ₹500 crore plus 18% IRR, alleging failure to provide exit options. The management denies these claims, stating they lack merit, but the auditors noted the potential impact could be material and pervasive if awarded.

Board Approvals and Governance Changes

The Board of Directors approved the re-appointment of B. S. Mitkari as Director, liable to retire by rotation, subject to shareholder approval at the ensuing Annual General Meeting. Furthermore, the Board recommended the appointment of Kirtane & Pandit LLP as Statutory Auditors for a five-year term effective from FY27 to FY31, replacing G. D. Apte & Co., who are retiring after completing their first term.

What the Numbers Show

A divergence is visible between robust top-line growth (+13.3% YoY) and stagnant bottom-line growth (+0.7% YoY) for the full year. While finance costs fell sharply, providing a tailwind to pre-tax profits, the tax expense surged to ₹15,712.90 lakh in FY26 from ₹12,300.04 lakh in FY25. This increase includes a short provision of earlier years amounting to ₹1,750.00 lakh. Consequently, despite operational improvements in interest coverage, the effective tax rate pressure dampened the final earnings growth, keeping EPS lower than the prior year.

In the fourth quarter specifically, the sharp drop in net profit (-49.3% YoY) contrasts with strong revenue growth (+29.6% YoY), indicating significant margin compression or one-time costs impacting the bottom line during the final quarter.