Birla Cotsyn Clarifies Q3 FY26 Consolidated Results Non-Submission to BSE
Birla Cotsyn (India) Limited clarified to BSE the non-submission of consolidated results for Q3 FY26, citing its subsidiary's dormant status throughout the liquidation period. The NCLT approved the company's revival scheme on January 09, 2025, concluding liquidation proceedings. The wholly owned subsidiary in UAE remained non-operational with 0% contribution to revenue and profits, and shareholders approved its closure at the September 29, 2025 AGM.
*this image is generated using AI for illustrative purposes only.
Birla Cotsyn (India) Limited has submitted a detailed clarification to BSE regarding the non-compliance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for consolidated results of the quarter ended December 31, 2025. The response, dated February 24, 2026, addresses BSE's query from February 20, 2026, regarding the absence of consolidated financial results.
Corporate Insolvency Resolution Background
The company underwent a significant transformation following its Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016. The Mumbai Bench of the National Company Law Tribunal (NCLT) had admitted the company into CIRP on November 20, 2018, followed by liquidation proceedings commencing on September 24, 2019.
A major milestone was achieved when the NCLT approved a Composite Scheme of Compromise and Arrangement on January 09, 2025, marking the conclusion of liquidation proceedings and the commencement of a fresh operational phase for the company.
Subsidiary Company Status and Operations
| Parameter: | Details |
|---|---|
| Subsidiary Name: | Birla Cotsyn (India) Limited FZE |
| Incorporation Date: | December 08, 2010 |
| Location: | Hamriyah Free Zone, Sharjah, UAE |
| Trade License: | No. 7203 |
| Operational Status: | Dormant throughout liquidation period |
The wholly owned subsidiary remained completely dormant during the entire liquidation period of the holding company. According to information provided by the liquidator, the subsidiary company:
- Did not acquire any assets or undertake capital expenditure
- Did not conduct any business operations or trading activities
- Did not generate any revenue from operations
- Did not incur material operational expenses except minimal statutory compliance costs
- Remained dormant for all practical business purposes
Documentation and Materiality Assessment
A significant challenge emerged during the transition process following the NCLT scheme approval. The company stated that no records or documents relating to the subsidiary were provided by the liquidator to the acquirer during the handover process. Despite reasonable efforts and formal requests, complete historical records and operational documents of the subsidiary remain unavailable.
The management conducted a materiality assessment in accordance with applicable accounting standards and regulatory framework:
| Assessment Parameter: | Contribution |
|---|---|
| Consolidated Revenue Contribution: | 0% (Nil operations) |
| Consolidated Profit Contribution: | 0% (Nil operations) |
Shareholder Approval for Subsidiary Closure
The company clarified that shareholders had approved the proposal for closure of the wholly owned subsidiary through resolutions passed at the Annual General Meeting held on September 29, 2025. This decision was also reflected in the outcome of the Board Meeting dated September 01, 2025.
The company considers the wholly owned subsidiary as closed effective from the shareholder approval at the 83rd Annual General Meeting dated September 29, 2025.
Auditor Consideration and Compliance
The statutory auditors were fully informed of the circumstances surrounding the subsidiary's dormant status and conducted their Limited Review of the quarterly financial results with complete knowledge of:
- The dormant status of the subsidiary company
- Unavailability of complete documentation from the liquidator
- Accounting treatment adopted for consolidation purposes
- Materiality of consolidation adjustments
The Limited Review Report dated February 14, 2026, forming part of the quarterly results, reflects the auditor's consideration of these matters. The company emphasized that the accounting treatment adopted complies fully with applicable Indian Accounting Standards (Ind AS 110 and Ind AS 27) and regulatory requirements.
Transparency and Disclosure Commitment
Birla Cotsyn reaffirmed its commitment to transparency by highlighting that it had disclosed the existence of the wholly owned subsidiary in financial results for FY 2023-24, provided appropriate notes explaining the CIRP background, and maintained consistency with treatment approved by the liquidator.
The company concluded that the identical figures in standalone and consolidated financial results are a direct consequence of the subsidiary's dormant operational status and absence of material transactions during the quarter ended December 31, 2025, with no suppression or misrepresentation of financial information.
16
