BF Utilities Limited has formally addressed its non-compliance with SEBI regulations regarding delayed submission of consolidated financial results. The company's Board of Directors convened on February 13, 2026, to discuss the regulatory violations and outline corrective measures for future compliance.

Regulatory Non-Compliance Details

The company failed to comply with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically regarding the non-submission of consolidated unaudited financial results for the quarter and half year ended September 30, 2025.

Exchange Actions and Timeline

Both BSE Limited and National Stock Exchange of India Ltd. imposed fines on the company for the regulatory violation. The exchanges issued their initial penalty letters on December 16, 2025, followed by subsequent reminders on January 01, 2026, before proceeding with the freezing of promoter holdings.

Board Response and Current Status

The Board of Directors acknowledged the non-compliance matter and noted that the company is currently in the process of finalizing the pending consolidated results. These results require approval from the Board of Directors before submission to the exchanges.

The board emphasized the critical importance of adhering to prescribed timelines and compliance requirements in future reporting periods. This commitment reflects the company's intention to prevent similar regulatory violations going forward.

Standalone Results Submission

While the consolidated results remain pending, BF Utilities successfully submitted its standalone financial results for the quarter ended September 30, 2025, on November 12, 2025. This partial compliance demonstrates the company's ability to meet certain reporting obligations despite challenges with consolidated reporting.

Company Information

BF Utilities Limited, with CIN L40108PN2000PLC015323, operates as part of the Kalyani Group. The company secretary and compliance officer, Pragati S. Rai, signed the regulatory communication addressing the non-compliance matter.

BF Utilities Limited reported a significantly widened net loss for the quarter ended December 31, 2025, as the company faced operational challenges and exceptional charges. The Pune-based infrastructure and renewable energy company announced its Q3FY26 results on February 13, 2026, showing deteriorated financial performance compared to the previous year.

Financial Performance Overview

The company's financial metrics for Q3FY26 reflected substantial challenges across key parameters:

Despite higher revenue from operations, the company reported a net loss of Rs 233.43 crores for Q3FY26 compared to Rs 61.83 crores loss in the corresponding quarter of the previous year, representing a 277.70% increase in losses.

Exceptional Items Impact

The quarterly results were significantly affected by exceptional items totaling Rs 218.12 crores. These charges primarily comprised incremental impact on gratuity of Rs 197.81 crores and long-term compensated absences of Rs 20.31 crores due to changes in wage definitions under the New Labour Codes that became effective from November 21, 2025.

Nine-Month Performance

For the nine months ended December 31, 2025, BF Utilities showed contrasting performance:

The nine-month period showed a net profit of Rs 587.46 crores, though this represented a 63.08% decline from Rs 1,591.25 crores in the previous year.

Segment-wise Performance

The company operates through two primary segments - Wind Mills and Infrastructure:

Wind Mills Segment

• Q3FY26 revenue: Rs 453.28 crores
• Segment profit before tax: Rs 43.16 crores
• Nine-month revenue: Rs 2,040.27 crores

Infrastructure Segment

• Q3FY26 revenue: Nil
• Segment loss before tax: Rs 80.50 crores
• Nine-month revenue: Rs 1,042.88 crores

Corporate Governance Updates

The Board of Directors approved the re-appointment of M/s. G.D. Apte & Co., Chartered Accountants, Pune as statutory auditors for a second term of five consecutive years from FY2026-27 to FY2030-31. The appointment will be effective from the conclusion of the 26th Annual General Meeting until the conclusion of the 31st AGM, subject to shareholder approval.

Ongoing Legal Matters

The company continues to face arbitration proceedings at the Singapore International Arbitration Centre (SIAC) involving claims of Rs 500 crores plus 18% IRR from AIRRO Mauritius Holdings V related to alleged breaches of shareholder agreements. The company, along with other promoters and sponsors, filed a statement of defense on December 24, 2025, maintaining that the claims lack merit.

BF Utilities' Q3FY26 results highlight the impact of regulatory changes and operational challenges on the company's financial performance, with exceptional charges significantly affecting the quarterly outcome.