Brady & Morris Engineering reported a sharp decline in profitability for the financial year ended March 31, 2026, with net profit falling 76.86% year-on-year to ₹5.56 crore. The downturn was primarily driven by a contraction in revenue and the absence of significant exceptional income recorded in the prior period.

Financial Performance

Revenue from operations decreased by 19.05% to ₹731.06 crore, down from ₹903.06 crore in FY25. The company’s operating profit before depreciation, interest, and tax (PBDIT) contracted by 22.71% to ₹933.29 lakh.

Profit before tax stood at ₹732.03 lakh, a significant drop from ₹294.42 lakh in the previous year. The prior year’s figures included an exceptional income of ₹193.19 lakh derived from the sale of property, plant, and equipment. Without this one-time gain, the underlying operational decline is more pronounced.

What the Numbers Show

The divergence between revenue decline and margin compression highlights operational pressure. While revenue fell by approximately 19%, the operating profit declined by nearly 23%. This indicates that cost structures did not scale down proportionately with sales volume. Additionally, finance costs remained relatively stable at ₹87.29 lakh compared to ₹96.02 lakh in FY25, suggesting that debt servicing obligations persisted despite lower top-line growth.

Balance Sheet and Working Capital

The company’s cash position weakened significantly during the year. Cash and cash equivalents dropped to ₹42.27 lakh from ₹225.45 lakh at the end of FY25. This reduction coincided with a decrease in net working capital by 27.74% to ₹276.95 lakh. Borrowings were reduced to ₹483.64 lakh from ₹877.88 lakh, indicating active debt repayment efforts despite tighter liquidity.

Corporate Governance and AGM

The company has scheduled its 80th Annual General Meeting for September 26, 2026, to be held via video conferencing. Key agenda items include the re-appointment of Chairman Pavan G. Morarka and the approval of material related-party transactions with its holding company, W. H. Brady And Company Limited.

Shareholders are being asked to approve borrowing monies and corporate guarantees up to an aggregate value of ₹300 crore over the next decade. These facilities are intended for business expansion, project execution, and treasury management. The board has certified that these transactions are conducted at arm’s length.

Brady & Morris Engineering will hold its 80th Annual General Meeting on September 26, 2026, to approve a material related party transaction with its holding company, W. H. Brady And Company Limited. The resolution seeks shareholder consent for borrowings and corporate guarantees up to ₹300 crore over the next decade.

The meeting is scheduled for 11:30 am and will be conducted through video conference or other audio-visual means (VC/OAVM). The company announced the corporate action in compliance with the Companies Act, 2013, SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, and Ministry of Corporate Affairs circulars. Members attending via VC/OAVM will be counted for quorum purposes under Section 103 of the Act.

Key Resolutions

The AGM agenda includes ordinary business items such as the adoption of audited financial statements for FY26 and the re-appointment of Chairman Pavan G. Morarka, who retires by rotation.

The primary special business item involves approving material related party transactions with W. H. Brady And Company Limited under Regulation 23 of the SEBI LODR. The proposed arrangement allows Brady & Morris Engineering to avail loans and corporate guarantees from its promoter for business expansion, project execution, and treasury management.

Transaction Details

The proposed transactions are structured as an omnibus approval valid for 10 years, until FY2035-36. The aggregate value for borrowings and corporate guarantees shall not exceed ₹300 crore per financial year. Interest rates and security terms will be mutually agreed upon on an arm's length basis.

For FY2024-25, the value of these transactions represented 37.65% of Brady & Morris Engineering's standalone annual turnover. During the current financial year up to the quarter preceding this approval, the company availed a corporate guarantee of ₹34 crore from W. H. Brady for banking facilities.

Directors Pavan G. Morarka, Vaibhav Morarka, and Rajender Kumar Sharma have an interest in the transaction. Related parties are required to abstain from voting on this resolution.

Voting and Participation

The company has enabled remote e-voting via Central Depository Services (India) Limited (CDSL). The e-voting period runs from September 23, 2026, at 9:00 am to September 25, 2026, at 5:00 pm. Voting rights are reckoned based on shareholding as on the cut-off date of September 19, 2026.

Members whose email addresses are registered with the company, depository participants, or Bigshare Services Private Limited (RTA) will receive the Annual Report for FY26 and the AGM Notice electronically. Those without registered emails will receive a letter with a web link to access these documents.

KYC and Email Updates

The company requested members who have not updated their email addresses and KYC details to do so promptly. For demat holdings, updates should follow the depository participant's process. Physical share holders must submit Form ISR-1, ISR-2, ISR-3, SH-13, or other prescribed forms to the RTA along with requisite documents.

Sanyo Blaise Rodrigues, Company Secretary & Compliance Officer, signed the notice issued from Mumbai on August 31, 2026.