Bengal & Assam Company Limited (**BACL**) is a **Core Investment Company - Non-Deposit Taking - Systemically Important (CIC-ND-SI)** registered with the **Reserve Bank of India (RBI)**. It serves as the primary holding arm for the **JK Group**, one of India’s most prominent industrial conglomerates. BACL manages strategic investments across a diversified portfolio including tyres, paper, cement, agri-genetics, and polymers. --- ### **Strategic Group Structure & Core Holdings** BACL’s primary value is derived from its significant stakes in major Indian industrial entities. The company functions by earning income through dividends, interest, and capital gains. | Entity | Relationship | Stake (%) | Sector | | :--- | :--- | :--- | :--- | | **JK Tyre & Industries Ltd.** | Associate | **47.60%** | Automotive Tyres | | **JK Paper Ltd.** | Associate | **47.00%** | Paper & Packaging | | **JK Lakshmi Cement Ltd.** | Associate | **44.35%** | Building Materials | | **J.K. Fenner (India) Ltd.** | Material Subsidiary | **88.18%** | Polymer & Engineering | | **JK Agri Genetics Ltd.** | Subsidiary | **67.56%** | Agri-Genetics/Seeds | | **Panchmahal Properties Ltd.** | Material Subsidiary | **100.00%** | Real Estate/Dairy | *Note: Effective **December 23, 2023**, **JK Tyre & Industries Ltd.** transitioned from a subsidiary to an **Associate** following a QIP allotment that diluted BACL’s holding below **50%**.* --- ### **2025 Corporate Restructuring: The Umang Dairies Integration** Effective **June 17, 2025** (with an appointed date of **April 1, 2023**), BACL executed a **NCLT-sanctioned Composite Scheme of Arrangement** involving **Umang Dairies Limited (UDL)**. This restructuring was designed to unlock value and streamline the group’s dairy interests. * **The Demerger:** The Dairy Business of **UDL** was transferred to **Panchmahal Properties Limited (PPL)**, a wholly-owned subsidiary of BACL. **PPL** is currently being renamed **Umang Dairies Limited**. * **The Amalgamation:** The residual business of **UDL** was merged into **BACL**, and **UDL** was subsequently liquidated. * **Share Allotment:** BACL allotted **107,571 Equity Shares** to **UDL** shareholders. This followed the cancellation of **12,168,430** cross-held shares. * **Strategic Rationale:** The move allows the Dairy business to attract **strategic partners and investors** independently while reducing group-wide regulatory compliance costs. --- ### **Operational Diversification: Trading & Services Expansion** In **March 2024**, BACL expanded its operational scope beyond pure investment holding by launching a **Trading and Service rendering** division. This division focuses on the procurement and distribution of: * **Paper & Paper-related Products** * **Tyres, Tubes, and related Products** * **Rubber and Polymer products** * **Cement and Building Materials** * **Textile and Yarn products** This shift allows BACL to leverage its group-wide expertise in these commodities to generate direct operational revenue. --- ### **Subsidiary Highlights & Industrial Capabilities** While BACL does not own direct manufacturing plants, its subsidiaries are active in high-growth industrial segments: * **J.K. Fenner (India) Ltd. (JKFIL):** A key contributor that recently expanded its industrial footprint by acquiring the precision machining business of **ACWA Automatics LLP** for **₹64.89 crore** in **FY 2024-25**. * **JK Agri Genetics Ltd.:** Focuses on the **manufacturing, processing, and distribution** of seeds. It recently incorporated **Sridharnath Research Ltd** (Nov 2024) and **JK Agri Research Services Ltd** (Jan 2025) to bolster R&D. * **Dairy & Processed Foods (via PPL/New Umang Dairies):** Operates an integrated value chain as manufacturers, refiners, and exporters. The portfolio includes **liquid milk, infant formulas, confectionery (chocolates/biscuits), and beverages (coffee/tea)**. Recent MoA amendments emphasize expansion into **non-dairy whiteners and specialized bakery items**. --- ### **Financial Profile & Capital Structure** BACL maintains a robust capital base and a stable credit profile, supported by the market value of its underlying listed associates. * **Credit Rating:** **CARE AA- (Stable)** for long-term facilities (Reaffirmed June 2024). * **Promoter Holding:** As of September 2025, the Promoter Group holds **72.42%** (**8,258,454 shares**). * **Authorised Share Capital:** Post-restructuring, the capital was enhanced to **₹395.55 crore**, comprising **23.95 crore** Equity Shares and **1.56 crore** Redeemable Cumulative Preference Shares. * **Significant Gains:** In May 2024, BACL recognized a gain of **₹2,899.28 crore** due to the fair valuation of equity in **JK Tyre** per **Ind AS 110**. **Key Financial Liabilities (₹ in Lakhs):** | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Subordinated Liabilities** | **7,938.58** | **7,660.33** | | **Other Borrowings** | **-** | **2,312.30** | | **Cash & Cash Equivalents** | **(34.42)** | **(19.92)** | *Note: Subordinated liabilities include **6,500,000 3% Cumulative Redeemable Preference Shares** with staggered redemptions of **₹20cr, ₹20cr, and ₹25cr** at the end of years 8, 9, and 10.* --- ### **Risk Management & Contingencies** BACL operates under a rigorous risk framework managed by a **Group Risk Management Committee (GRMC)** and an **Asset Liability Management Committee (ALCO)**. * **Regulatory Impact:** The notification of **New Labour Codes** (effective **Nov 21, 2025**) resulted in an incremental retiral obligation of **₹243.86 crore** on a standalone basis. * **Legal Disputes:** * **CCI Penalty:** A **₹309.95 crore** penalty on **JK Tyre** is currently under appeal in the Supreme Court; no provision has been made. * **Stamp Duty:** A **₹10.73 crore** dispute regarding a 2019 restructuring is currently protected by a **Calcutta High Court** restraint order until **Dec 12, 2025**. * **Market & Interest Risk:** A **50 basis point** change in interest rates is estimated to impact Profit Before Tax by **₹130.57 lakhs**. * **Administrative Shift:** In **February 2026**, the Board approved shifting the **Registered Office** from **Kolkata, West Bengal** to **Haryana** to improve operational efficiency.