B & A court restraint blocks implementation of FY26 AGM

B & A Limited said its September 2026 interim results use the Board-approved FY26 audited figures despite a 4 August 2026 court restraint on implementing AGM resolutions, and reported standalone quarterly profit after tax of Rs 24.81 crore.

What did the court order restrain B & A from doing?

The 4 August 2026 order restrained B & A and the concerned parties from acting upon, implementing or giving further effect to resolutions passed at its 112th Annual General Meeting, or AGM, on 30 July 2026. The restraint was ordered by the Civil Judge (Senior Division), 1st Court at Alipore, South 24 Parganas, in Miscellaneous Case No. 200 of 2026 arising from Title Suit No. 715 of 2026.

The restraint includes the shareholder resolution adopting B & A's audited financial statements for the year ended 31 March 2026, together with the directors' and auditors' reports. B & A said members had duly passed that resolution at the 30 July 2026 AGM, but the company has not given effect to it while the court matter remains pending.

The filing identifies Amrex Marketing Private Limited as the party at whose instance Title Suit No. 715 of 2026 was instituted. B & A did not disclose the claims in the suit, the next hearing date, or a timetable for resolving the restraint in its 14 November 2026 announcement.

How is B & A using FY26 audited figures in interim reporting?

B & A said the restraint applies to implementation of the AGM resolution, rather than altering the underlying audited figures for the year ended 31 March 2026. Its unaudited results for the quarter and six months ended 30 September 2026 were prepared using financial statements approved by the Board and audited by the statutory auditors.

The company said it will continue this treatment pending further orders or directions from competent courts. Salarpuria & Partners, the statutory auditor, drew attention to the court order in its limited review report and stated that nothing had come to its attention suggesting the standalone interim statement contained a material misstatement or lacked required disclosures.

The auditor also highlighted the same matter in reviewing B & A's consolidated statement for the period ended 30 September 2026. That statement includes subsidiary B & A Packaging India Limited, while the detailed income statement, balance sheet and cash-flow schedules disclosed in the filing are for the standalone business.

What did B & A report for the September 2026 quarter?

B & A reported standalone revenue from operations of Rs 68.02 crore and profit after tax of Rs 24.81 crore for the three months ended 30 September 2026. Revenue was Rs 62.28 crore and profit after tax was Rs 23.37 crore in the corresponding quarter ended 30 September 2025, so both measures increased year on year.

For the six months ended 30 September 2026, B & A recorded revenue of Rs 97.79 crore, compared with Rs 83.29 crore a year earlier, while profit after tax rose to Rs 24.99 crore from Rs 19.42 crore. The June 2026 quarter had profit after tax of Rs 18.25 lakh, compared with Rs 24.81 crore in the September quarter.

B & A has one business segment, manufacture and sale of black tea, and describes cultivation, production and sale of black tea as seasonal. It said the September quarter and half-year figures are not indicative of the full year ending 31 March 2027; basic and diluted earnings per share for the September quarter were Rs 80.02 each, against Rs 75.39 each a year earlier.

Which balance-sheet and cash-flow changes did B & A disclose?

B & A's standalone total assets were Rs 229.77 crore at 30 September 2026, compared with Rs 191.99 crore at 31 March 2026, while total equity increased to Rs 101.23 crore from Rs 76.24 crore. Inventories rose to Rs 42.62 crore from Rs 9.87 crore, and trade receivables increased to Rs 12.98 crore from Rs 1.16 crore.

Total liabilities were Rs 128.54 crore at 30 September 2026, compared with Rs 115.75 crore at 31 March 2026. Non-current borrowings rose to Rs 26.63 crore from Rs 17.99 crore, current borrowings were Rs 74.72 crore versus Rs 74.00 crore, and cash and cash equivalents declined to Rs 3.60 crore from Rs 9.26 crore.

Operating activities used Rs 6.84 crore of cash in the six months ended 30 September 2026, against Rs 2.10 crore used in the comparable 2025 period. Investing activities used Rs 4.30 crore, including Rs 5.04 crore spent on property, plant, equipment and intangible assets, while financing activities generated Rs 5.47 crore after term-loan proceeds of Rs 10.70 crore.

B & A values black-tea stock at the lower of cost and net realisable value, with cost based on estimated production costs and expenditure for the financial year ending 31 March 2027. It said actual production and expenditure only through 30 September 2026 would not provide a realistic valuation because activity is not uniform throughout the year, and the method is consistent with earlier periods.

Conclusion

B & A's September 2026 disclosure separates the legal restraint from its accounting base: it has not implemented the shareholder resolution adopting the FY26 audited accounts, yet it continues to use the Board-approved and audited 31 March 2026 figures for interim reporting. The company simultaneously reported higher standalone revenue and profit for both the September quarter and the six-month period.

The next development to watch is a further order or direction in Miscellaneous Case No. 200 of 2026 and Title Suit No. 715 of 2026, as B & A gave no timetable for implementation of the restrained AGM resolutions. Subsequent results will also matter because B & A says its seasonal black-tea operations make figures through 30 September 2026 unsuitable as an indicator of the full year ending 31 March 2027.