Bengal & Assam Company Limited has announced a postal ballot to seek shareholder approval for relocating its registered office from West Bengal to Haryana. The company issued the notice under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, marking a significant corporate restructuring initiative.

Board Approval and Rationale

The Board of Directors approved the proposal during their meeting held on February 13, 2026. The company stated that the relocation aims to achieve administrative convenience and improve operational efficiency. The current registered office is located at 7, Council House Street, Kolkata, West Bengal – 700001, and the company seeks to move to the State of Haryana.

Voting Schedule and Process

The company has established a comprehensive timeline for the postal ballot process. Remote e-voting will be conducted exclusively through Central Depository Services (India) Limited (CDSL) platform, with no physical voting options available.

Regulatory Requirements

The proposed relocation requires multiple approvals under the Companies Act, 2013. The resolution must be passed as a Special Resolution through postal ballot, as mandated by Sections 12, 13, and 110 of the Companies Act, 2013, read with relevant rules.

Key regulatory aspects include:

• Approval from Central Government through Regional Director, Eastern Region, Ministry of Corporate Affairs
• Amendment to Clause 2 of the Memorandum of Association
• Compliance with Companies (Incorporation) Rules, 2014
• Adherence to postal ballot procedures under Companies (Management and Administration) Rules, 2014

Scrutinizer Appointment

The Board has appointed Shri Amar Nath Jaiswal, Partner of NNA & Associates, Company Secretary in Practice (Certificate of Practice No. 14629), as the Scrutinizer for conducting the postal ballot process. The Scrutinizer will ensure fair and transparent voting procedures and prepare a comprehensive report on the voting results.

Digital-Only Process

In compliance with MCA circulars, the company is conducting the postal ballot entirely through electronic mode. The notice has been dispatched only to members whose email addresses are registered with the company, depositories, or the Registrar and Share Transfer Agent. Members requiring physical copies can request them by contacting the company at specified email addresses.

Impact Assessment

The company has assured that the proposed change will not adversely affect any stakeholders. According to the statement under Section 102 of the Companies Act, 2013, the relocation will not be detrimental to public interest or impact creditors, operations, or employees negatively. The Board recommends the resolution for shareholder approval, emphasizing the operational benefits of the proposed move.

Bengal & Assam Company Limited announced its unaudited financial results for the third quarter and nine months ended December 31, 2025, revealing mixed performance with significant revenue growth offset by declining profitability. The diversified investment company, which operates across multiple sectors including tyre, paper, cement, and polymer & textile segments, reported results that reflect both operational challenges and strategic developments.

Financial Performance Overview

The company's standalone financial performance for Q3FY26 showed contrasting trends in revenue and profitability metrics. While revenue growth was substantial, profit margins came under pressure during the quarter.

Revenue Composition and Growth Drivers

The remarkable revenue growth was primarily driven by increased sales of products, which reached ₹2,844.86 lakhs in Q3FY26 compared to just ₹19.24 lakhs in the previous year. Interest income remained relatively stable at ₹137.34 lakhs versus ₹143.95 lakhs in Q3FY25. The company also recorded net gains on fair value changes, with realized gains of ₹273.46 lakhs, though unrealized losses of ₹24.38 lakhs partially offset these gains.

Nine-Month Performance Analysis

For the nine-month period ended December 31, 2025, Bengal & Assam demonstrated stronger overall performance with improved profitability trends.

Segment-wise Performance

The company's diversified business portfolio showed varied performance across different segments. The segment reporting revealed significant contributions from multiple business verticals, with the polymer & textile segment showing notable activity in the consolidated results.

Exceptional Items and Tax Impact

Bengal & Assam recorded exceptional items of ₹243.86 lakhs in Q3FY26, related to the impact of new Labour Codes notified by the Government of India effective November 21, 2025. The company assessed an incremental impact towards retiral obligations and disclosed this as an exceptional item. Current tax expense for the quarter stood at ₹78.00 lakhs, while the company benefited from a deferred tax credit of ₹32.94 lakhs.

Corporate Developments

The Board of Directors approved a significant corporate restructuring proposal during their meeting held on February 13, 2026. The company plans to shift its registered office from its current location at 7, Council House Street, Kolkata to the State of Haryana, subject to requisite approvals from shareholders through postal ballot and the Central Government.

Scheme of Arrangement Impact

The financial results incorporate the impact of a Composite Scheme of Arrangement among Umang Dairies Limited, Bengal & Assam Company Limited, and Panchmahal Properties Limited, which became effective on June 17, 2025, with an appointed date of April 1, 2023. This scheme has resulted in the restatement of comparative financial figures.

Bengal & Assam Company's Q3FY26 results reflect the complex dynamics of a diversified investment company navigating operational expansion while managing profitability pressures. The substantial revenue growth indicates successful business development initiatives, though the decline in quarterly profits suggests the need for improved operational efficiency and cost management.