Bazel International Ltd

Appointments

• Appointment of Ms. Anita Sethia as Additional Non-Executive Independent Director, effective 30 Sep 2026, subject to shareholders' approval.
• Profile: Independent director with governance, regulatory compliance, and capital markets experience; has served on multiple board committees.

AGM Details

• AGM held on 30 September 2026 at 11:00 AM; physical at registered office, concluded 11:30 AM.

Ordinary Business Resolutions

• Adopt standalone financial statements for year ended 31 March 2026.
• Adopt consolidated financial statements for year ended 31 March 2026.
• Re-appoint Sriparna Upadhyay as Director, retiring by rotation.

Special Resolutions

• Appointment of M/S G. Anshul & Associates as Statutory Auditor.
• Resignation of Kawal Singh; Item 5 not considered.
• Appointment of Mayank Ahuja as Non-Executive, Non-Independent Director.
• Ratification and increases in authorized share capital within approved limits.
• Approval for Bazel ESOP 2026 through trust route.
• Grant ESOPs to employees of subsidiary companies under Bazel ESOP 2026.

Director Changes

• Kawal Singh resigned as Director effective 28 Sept 2026.
• Sriparna Upadhyay reappointed as Director.
• Mayank Ahuja appointed as Non-Executive, Non-Independent Director.

Auditor Appointments

• Statutory Auditor appointed: M/S G. Anshul & Associates.

Other Material Approvals

• Approval of Bazel ESOP 2026 through trust route for employees/directors.
• ESOPs for employees of subsidiaries under Bazel ESOP 2026.

Resigning director

• Kawal Singh, Additional Director, Non-Executive Independent Director, resigns effective 28 September 2026.
• Reason: personal reasons and other professional commitments.
• Director confirms there are no other material reasons for resignation.
• Resignation to be effected per Companies Act and applicable regulations.
• No explicit regulatory or shareholder approval requirement stated.

Bazel International Ltd trading window closure from 1 October 2026 until 48 hours after the declaration of unaudited standalone and consolidated financial results for the quarter and half-year ended 30 September 2026

AGM details

• 44th AGM scheduled for 30 September 2026 at 11:00 AM at the registered office, New Delhi.
• Notice and Annual Report dispatched; the document is available on the company's website.

Deferred resolutions

• Board deferred issue of sweat equity shares to two executives; not included in AGM notice for approval.

Book closure and AGM details

• AGM scheduled for 30 September 2026 at 11:00 AM; book closure 24 September to 30 September 2026.

Financial highlights

• Standalone total income: 4,82,614.94; prior year 4,07,245.02.
• Total Income (Consolidated): 4,92,575.25.
• Standalone PAT: 1,01,256.29.
• Consolidated PAT: owners 71,781.04; non-controlling 29,357.58.
• Standalone EPS: 2.85.
• Consolidated EPS: 2.02.
• Equity shares outstanding: 98,15,246.
• Dividend: No dividend declared.

Capital structure & liquidity

• Authorised share capital ratified up to ₹75 crore.
• Paid-up capital: 98,15,246 equity shares of ₹10 each.
• Standalone borrowings: ₹10,90,957.69; Consolidated: ₹12,41,882.93.
• Cash and cash equivalents: Standalone ₹1,07,906.34; Consolidated ₹1,12,849.79.

Governance & leadership

• Pooja Bhardwaj resigned as independent director on 26 Aug 2025.
• Mayank Ahuja appointed as Additional Director on 30 Mar 2026.
• Kawal Singh appointed independent director; term 5 years (May 16 2026–May 15 2031).

ESOP 2026 plan

• BAZEL ESOP 2026 through Trust; up to 25,00,000 options.
• Options convert to equity shares of ₹10 each.
• Trust funded by interest-free loan up to ₹6 crore.
• Vesting schedule: year1 30%, year2 30%, year3 40%.

Subsidiaries & related party

• Arur Footwear Limited (subsidiary) 50.10% held; formerly SR Industries.
• Inter-company loan to Arur: ₹1.34 Crores; interest-free.
• Related party transactions in ordinary course; arm's length; omnibus approvals.

Audit & controls

• Emphasis of matter: non-receipt of interest income; no sub-standard provisions.
• Statutory auditors: Krishna Rakesh & Co; new auditor Anshul & Associates proposed.
• Secretarial audit MR-3; certificate of compliance.

Outlook & risks

• Outlook: grow revenues and profitability; focus on expansion and cost control.
• ESOP implementation to align incentives with growth.

Board meeting and trading window

• New date: 7 September 2026; original: 5 September 2026.
• Trading window closed from 31 August 2026 until 48 hours after meeting.
• Rectifies inadvertent omission; one ESOP-related agenda item deleted.
• Agenda includes approval of annual report, AGM notice, ESOP adoption, audits.
• Consider and recommend ESOP grants to employees/directors, including subsidiaries, subject to approvals.
• Consider appointment of Scrutinizer and recommendation of Statutory Auditors.
• Sweat equity shares to be discussed, subject to shareholder approval.
• Other matters with chairperson's permission.

Price movement clarification

• Company states it has complied with Regulation 30 LODR and disclosed all material information.
• There is no information or announcement that could impact price that remains undisclosed.
• Share price movement is market-driven; management has no knowledge of a specific reason.
• No undisclosed material information exists; disclosures have been made to the Exchange.