BCL Enterprises Limited's Board of Directors conducted a comprehensive meeting on February 11, 2026, addressing multiple corporate governance matters and strategic decisions under Regulation 30 of SEBI LODR Regulations. The meeting, which commenced at 4:30 PM and concluded at 5:30 PM, resulted in several key approvals that will shape the company's immediate operational structure.

Extraordinary General Meeting Scheduled

The board approved convening the 2nd Extraordinary General Meeting (EGM) for financial year 2025-26, scheduled for Monday, March 9, 2026. The meeting will be conducted through Video Conferencing (VC) and Other Audio Visual Means (OAVM), with the board also approving the Notice of EGM along with the Explanatory Statement pursuant to Section 102 and other relevant provisions of the Companies Act, 2013.

Leadership Changes and New Director Appointment

In a significant governance development, the board appointed Ms. Sonika Aggarwal (DIN: 11534586) as Additional Non-Executive Independent Director, effective February 11, 2026. The appointment, made in accordance with Sections 161, 149, and 150 of the Companies Act, 2013, and Regulation 17 of SEBI LODR Regulations, 2015, remains subject to shareholder approval.

Statutory Auditor Transition

The company experienced a complete change in its statutory audit structure. M/s. Sandeep Kumar Singh & Co., Chartered Accountants (Firm Registration No. 035528N), tendered their resignation on February 11, 2026, citing pre-occupation as the primary reason. The resigning auditors confirmed they had no disputes or concerns with the company and had completed statutory audits for the second quarter/half year ended September 31, 2025, and third quarter/nine months ended December 31, 2025.

The Audit Committee considered the circumstances of resignation and noted that the statutory auditors raised no concerns or issues. M/s G H R & CO, established in 2011, was appointed as the new statutory auditor to fill the casual vacancy, subject to shareholder approval.

Internal Auditor Restructuring

Simultaneously, the company restructured its internal audit function. M/s Ghanshyam Gupta & Co., Chartered Accountants, resigned from their position as Internal Auditor, citing work overload and time constraints. The firm, which was appointed on November 14, 2025, was relieved from services effective February 11, 2026.

M/s U. Shanker & Associates, with extensive experience in internal audit, revenue, statutory, concurrent and stock audit of nationalized banks, was appointed as the new Internal Auditor for Financial Year 2025-26.

Fund Raising Proposal Approved

The board approved a significant financial proposal to raise funds through convertible loans, pursuant to Section 62(3) of the Companies Act, 2013. The proposal, recommended by the Audit Committee, is subject to shareholder approval at the ensuing Extraordinary General Meeting and other applicable approvals. The company clarified that no equity shares are being issued at this stage, and any conversion will be carried out only upon receipt of shareholders' approval and in compliance with applicable provisions of the Companies Act, 2013, SEBI regulations, and RBI laws.

All decisions taken during the board meeting align with regulatory requirements under SEBI LODR Regulations and the Companies Act, 2013, demonstrating the company's commitment to maintaining robust corporate governance standards.

BCL Enterprises Limited announced its unaudited financial results for the third quarter and nine-month period ended December 31, 2025, following a Board of Directors meeting held on January 31, 2026. The company communicated these results to The Metropolitan Stock Exchange of India Limited and BSE Limited under Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Board Meeting Details

The Board of Directors meeting commenced at 11:30 A.M. (IST) and concluded at 12:30 P.M. (IST) on January 31, 2026. The board considered and approved the unaudited financial results along with the limited review report issued by statutory auditors Sandeep Kumar Singh & Co, Chartered Accountants.

Financial Performance Overview

The company's Q3FY26 performance showed continued operational challenges with significant revenue decline compared to the previous year. Total income dropped substantially while the company reported a net loss for the quarter.

Revenue Composition Analysis

The company's revenue streams consisted primarily of interest income and product sales. Interest income remained relatively stable at ₹23.28 lacs for Q3FY26 compared to ₹22.63 lacs in Q3FY25. However, product sales experienced a dramatic decline to ₹2.00 lacs from ₹182.25 lacs in the corresponding quarter of the previous year.

Nine-Month Performance

For the nine-month period ended December 31, 2025, BCL Enterprises demonstrated positive profitability despite quarterly losses.

Regulatory Compliance and Documentation

The financial results were prepared in accordance with Indian Accounting Standards (Ind AS) and reviewed by statutory auditors. The company submitted comprehensive documentation including unaudited financial results, limited review report, statement of no deviation under Regulation 32, and declarations from CFO Shahzaib Nawaz and Managing Director Mahendra Kumar Sharda under Regulation 33(2) of SEBI regulations.

The company maintained its paid-up equity share capital at ₹1,166.00 lacs with face value of ₹1 per share throughout the reporting periods. The results confirm compliance with all applicable SEBI listing obligations and disclosure requirements.