BEMCO Hydraulics Board Meeting Scheduled for May 25, 2026 to Consider FY26 Results and Dividend

BEMCO Hydraulics Limited has intimated the stock exchange of an upcoming Board of Directors meeting scheduled for Monday, May 25, 2026, at 11:00 AM, to be held at the company's registered office in Udyambag, Belgaum, Karnataka. The meeting has been convened under Regulation 29 to transact a broad range of financial, governance, and administrative matters pertaining to FY2025-26 and the forthcoming financial year.

Financial Results and Accounts Approval

A central agenda of the meeting is the consideration and adoption of the company's audited financial statements. The board will review both standalone and consolidated accounts for the year ended March 31, 2026, incorporating the results for the fourth quarter of FY2025-26. The consolidated financial statements will cover BEMCO Hydraulics Limited along with its subsidiary companies, Pegasys Machines Pvt Ltd and Bemco Fluidtechnik LLP. The board will also receive and consider the audit report from statutory auditors and the secretarial and internal audit reports for the year ended March 31, 2026.

Dividend Consideration

The board is set to deliberate on dividend recommendations for both equity and preference shareholders. Key details related to the dividend agenda are as follows:

Parameter: Details Equity Shares (for dividend consideration): 43,734,000 shares Preference Shares (for dividend approval): 300,000 shares Preference Share Dividend Rate: 11% Cumulative Redeemable Preference Dividend Period: April 1, 2025 to March 31, 2026 Dividend Status (Preference): In arrears as on March 31, 2026

The board will also consider opening a dedicated current account to be designated as a dividend account.

Governance and Managerial Matters

Several governance-related items feature prominently on the agenda. The board will consider the ratification of the Managing Director's remuneration for the next two years, as well as the remuneration of Mr. Anirudh Mohta for holding office or place of profit in subsidiary companies, given his role as a related party in his capacity as Managing Director. Additionally, the board will grant prior approval for related party transactions likely to occur during FY2026-27 and review applicable company policies.

The meeting will also address the following appointments for FY2026-27:

Cost Auditor for the financial year 2026-27

Internal Auditor for the financial year 2026-27

Tax Auditor for the financial year 2026-27

The board will further consider and approve the Corporate Social Responsibility policy and the amount to be spent in FY2026-27, along with a review of the investment of surplus funds.

68th Annual General Meeting Preparations

The board meeting will also lay the groundwork for the company's 68th Annual General Meeting (AGM). Key preparatory items include:

Finalising the date of the 68th AGM

Fixing the Book Closure date for the 68th AGM

Finalising e-voting dates for the 68th AGM

Appointing a scrutinizer for e-voting purposes

Approving the 68th AGM Notice

Approving the 68th draft Annual Report

Approving the draft Board of Directors' Report for FY2025-26

Insider Trading Window Closure

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, and the company's Code of Conduct for Prevention of Insider Trading, the trading window for equity shares of the company was closed from April 1, 2026, as per a letter dated March 28, 2026. The trading window will remain closed for insiders covered under the code until 48 hours after the declaration of financial results for the quarter and year ended March 31, 2026. The board meeting notice has been signed by Company Secretary Amruta Tarale, dated May 18, 2025, from Belgaum.

BEMCO HYDRAULICS LIMITED has filed mandatory disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reporting a significant share transfer within its promoter group. The transaction represents a major restructuring of shareholding patterns among the company's promoter entities.

Transaction Overview

The share transfer involves two promoter group entities executing an off-market transaction for a substantial stake in the company. This transaction was conducted pursuant to a merger order passed by the National Company Law Tribunal (NCLT), indicating a formal corporate restructuring process.

Transaction Details: Specifications Target Company: BEMCO HYDRAULICS LIMITED Stock Exchange: BSE Limited Transaction Mode: Off Market Regulatory Framework: NCLT Merger Order Total Share Capital: 43734000 Equity Shares of INR 1 each

Share Transfer Details

Sri Ramachandra Enterprises Pvt Ltd has transferred its entire shareholding to Mohta Capital Private Limited as part of the NCLT-approved merger process. The transaction involves a substantial portion of the company's equity capital.

Share Transfer Metrics: Number of Shares Percentage Shares Transferred: 11061940 25.29% Transaction Value: 25.29% of total share capital 25.29% of diluted capital

Shareholding Pattern Changes

The transaction has resulted in significant changes to the promoter group's shareholding structure, with one entity completely divesting its stake while another substantially increases its holding.

Sri Ramachandra Enterprises Pvt Ltd (Seller)

Holding Period: Number of Shares Percentage Before Transaction: 11061940 25.29% Shares Sold: 11061940 25.29% After Transaction: 0 0.00%

Mohta Capital Private Limited (Buyer)

Holding Period: Number of Shares Percentage Before Transaction: 13312120 30.44% Shares Acquired: 11061940 25.29% After Transaction: 24374060 55.73%

Regulatory Compliance

The disclosures have been filed under both Regulation 29(1) and Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Both entities belong to the promoter group, ensuring the transaction remains within the existing ownership structure while consolidating shareholding.

The company's equity share capital structure remains unchanged at 43734000 equity shares of INR 1 each before and after the transaction. The total diluted share capital also maintains the same level, indicating no conversion of convertible securities or warrants during this transaction.

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