BN Agrochem Limited has scheduled its 35th Annual General Meeting for September 23, 2026. The meeting will be conducted via video conferencing to transact business including the adoption of financial statements for FY26.

The company informed shareholders that the event complies with the Companies Act, 2013 and SEBI Listing Regulations. Physical copies of the notice and annual report were dispensed with, as documents were sent electronically to registered members.

Voting and Logistics

Shareholders holding shares as on the cut-off date of September 18, 2026, are eligible to vote. Remote e-voting will commence on September 20, 2026, at 9:00 am and conclude on September 22, 2026, at 5:00 pm. The National Security Depository Limited (NSDL) will disable the voting module after this period.

The register of members and share transfer books will remain closed from September 17, 2026, to September 23, 2026, inclusive. This closure facilitates the determination of members entitled to participate in the AGM.

Key Agenda Items

The AGM notice outlines several ordinary and special resolutions for shareholder approval:

• Adoption of Financial Statements: Shareholders will consider and adopt the audited standalone and consolidated financial statements for the financial year ended March 31, 2026.
• Director Reappointment: Mr. Chintan Ajaykumar Shah (DIN: 05257050), who retires by rotation, offers himself for reappointment as a director liable to retire by rotation.
• Material Related Party Transactions (RPTs): Approval is sought for transactions with four related parties—B.N. Agritech Limited, B.N. Corporate Park Private Limited, AAG Capital Holdings Private Limited, and Epitome Industries India Limited. The proposed cap is up to ₹100 crore for each transaction type (loans, investments, guarantees) per entity over three years.
• Corporate Guarantee: A special resolution seeks approval for BN Agrochem to act as a co-borrower or corporate guarantor for a ₹15 crore purchase invoice finance facility availed by related party B.N. Agritech Limited from SMFG India Credit Company Limited.

Participation Details

Members can cast votes remotely or during the AGM if they have not voted earlier. Once a vote is cast via remote e-voting, it cannot be changed. If a shareholder votes both remotely and during the AGM, the remote vote will stand as final.

Shareholders without registered email addresses must generate login credentials by following instructions in the AGM notice. Institutional shareholders are encouraged to attend and vote through the provided facilities.

BN Agrochem Limited reported a consolidated net profit of ₹2.98 crore for the first quarter ended June 30, 2026, marking an 85% decline from ₹20.08 crore in the corresponding period of the previous year. Despite consolidated revenue from operations growing 27% year-on-year to ₹257.61 crore, profitability was sharply impacted by significant EBITDA margin compression, higher tax expenses, and lower other comprehensive income. The divergence between top-line growth and bottom-line retention highlights intense pressure on operating margins despite strong sales volume expansion.

The Board of Directors approved the unaudited standalone and consolidated financial results on August 11, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were reviewed by the Audit Committee and subjected to a limited review by statutory auditors JSMG & Associates, who issued an unmodified opinion under Regulation 33. Newspaper advertisements regarding the publication of these results were placed in Financial Express and Navshakti on August 12, 2026.

Financial Performance Highlights

Consolidated revenue from operations stood at ₹25,760.75 lakh in Q1FY27, compared to ₹20,331.37 lakh in Q1FY26. Total income reached ₹25,764.21 lakh. Expenses totaled ₹25,242.52 lakh, including cost of materials consumed at ₹24,928.82 lakh and employee benefits at ₹168.09 lakh. Finance costs remained stable at ₹51.87 lakh. Standalone revenue from operations surged nearly fourfold to ₹6,094.67 lakh from ₹1,548.16 lakh in the previous year's quarter, with total standalone income of ₹6,097.66 lakh against total expenses of ₹6,034.34 lakh.

EBITDA and Margin Contraction

Consolidated EBITDA for the quarter stood at ₹59 million, a steep decline from ₹238 million in the year-ago period. This translated into an EBITDA margin of 2.29%, compared to 11.71% in Q1FY26, reflecting significant margin compression at the operating level despite strong top-line growth. The sharp narrowing of the EBITDA margin underscores the pressure from rising input costs, with cost of materials consumed alone accounting for ₹24,928.82 lakh of total consolidated expenses.

Tax and Comprehensive Income Impact

The significant drop in consolidated net profit was further driven by a rise in total tax expenses to ₹223.66 lakh from ₹310.06 lakh in Q1FY26, which includes prior-period tax adjustments amounting to ₹128.90 lakh. Current tax was ₹78.83 lakh and deferred tax was ₹15.93 lakh. In contrast, standalone tax expense was ₹15.93 lakh, comprising entirely of deferred tax with no current tax provision. Other comprehensive income for the consolidated group was negative at ₹(28.52) lakh, compared to ₹709.45 lakh in Q1FY26, further weighing on overall comprehensive income. Standalone other comprehensive income was marginally negative at ₹(0.37) lakh.

What the Numbers Show

The data reveals a clear decoupling between top-line growth and bottom-line retention at the consolidated level. While revenue expanded by over ₹54 crore year-on-year, net profit contracted sharply due to EBITDA margin compression, prior-period tax adjustments, and a reversal in other comprehensive income trends. Conversely, the standalone entity demonstrated strong operational efficiency, with revenue quadrupling while keeping employee and finance costs relatively contained, leading to a 50% increase in standalone net profit. Investors should note that diluted EPS calculations include 60 convertible bonds issued on June 27, 2024, as per Ind AS 33.