Bhartiya International Ltd

AGM details

• Date/time: 28 Sep 2026, 11:00 a.m.; mode: VC with e-voting.
• Record date: 21 Sep 2026.
• Total shareholders on record: 5,570.
• Attendance: 9 promoters and 140 public via VC.
• Meeting concluded at 11:53 a.m.

Key resolutions and outcomes

• Resolution 1: Adoption of audited financial statements; Passed.
• Resolution 2: Director by rotation (DIN 00928080); Passed.
• Resolution 3: Remuneration to related party; 118 against, Passed.
• Resolution 4: Remuneration to non-exec director Robert Burton Moore; Passed.
• Resolution 5: Continuation of director aged 75; Passed.
• Resolution 6: Continuation of Navkiran Singh (DIN 09649188); Passed.
• Resolution 7: Continuation of Vivek Kapur (DIN 09678378); Passed.
• Resolution 8: Borrowing limits under Section 180(1)(c); Passed.
• Resolution 9: Board power to borrow under Section 180(1)(a); Passed.
• Resolution 10: Authorization to board for borrowings; Passed.

Dividend

• No dividend proposed or declared.

Director changes

• Director by rotation proposed for reappointment (DIN 00928080).
• Deepak Bhojwani (DIN 07351577) – Non-Executive Independent Director; second term.
• Navkiran Singh (DIN 09649188) – Non-Executive Independent Director; second term.
• Vivek Kapur (DIN 09678378) – Non-Executive Independent Director; second term.

Auditors

• No auditor appointment change disclosed.

Material related party transactions

• Remuneration payable to relative or place of profit; approved.

Other material approvals

• Borrowing limits and board borrowing authority approved.

AGM Details

• 39th AGM held Monday, 28 September 2026 at 11:00 a.m. via VC/OAVM.
• Voting rights cut-off date: 21 September 2026.

Key Resolutions & Outcomes

• Item 1 (Ord): Adopt standalone and consolidated financial statements; Passed.
• Item 2 (Ord): Re-appoint director retiring by rotation; Passed.
• Item 3 (Sp): Approve remuneration limit for related party appointment; Passed.
• Item 4 (Sp): Remuneration for non-exec director; Passed.
• Item 5 (Sp): Continue Deepak Bhojwani as director beyond age 75; Passed.
• Item 6 (Sp): Re-appoint Deepak Bhojwani as Non-Executive Independent Director; Passed.
• Item 7 (Sp): Re-appoint Navkiran Singh Ghei as Non-Executive Independent Director; Passed.
• Item 8 (Sp): Re-appoint Vivek Kapur as Non-Executive Independent Director; Passed.
• Item 9 (Sp): Approve borrowing limits under Section 180(1)(c); Passed.
• Item 10 (Sp): Board authorization under Section 180(1)(a); Passed.

Related Party Transactions

• Remuneration limit for related party appointment approved.

Director Changes

• Snehdeep Aggarwal retires by rotation; eligible for re-appointment.
• Deepak Bhojwani to continue as director beyond age 75.
• Navkiran Singh Ghei re-appointed as Non-Executive Independent Director.
• Vivek Kapur re-appointed as Non-Executive Independent Director.

Bhartiya International Limited trading window closure from 1 October 2026 until 48 hours after the declaration of unaudited financial results for the quarter ended 30 September 2026

AGM details

• 39th AGM held on 28 September 2026 at 11:00 AM IST via VC/OAVM.
• Remote e-voting from 25 September 2026 9:00 AM to 27 September 2026 5:00 PM.
• Meeting concluded at 11:53 AM.

Agenda and resolutions

• Items of business as per the AGM notice were transacted.

Voting results status

• Results to be declared by 30 September 2026 and placed on website and with exchanges.

Auditors and reports

• Statutory auditor report for FY 2025-26 had no qualification or adverse remarks.
• Secretarial audit report carried no adverse remarks.

AGM notice and AR access

• AGM scheduled for 28 September 2026 at 11:00 IST via video conference.
• Notice and Annual Report for FY 2025-26 are emailed to registered shareholders.
• Web links provided to access AGM notice and annual report.
• Alternative access via BSE/NSE and NSDL e-voting portals available.
• Members may register or update emails with their DP or RTA.

Email update and access channels

• Demat holders should update email via their DP; physical holders via company/RTA.
• If needed, request physical AR copy by emailing shares@bhartiya.com or sm@masserv.com.
• The AGM notice and AR are also accessible on BSE/NSE and NSDL portals.

AGM date and book closure

• 39th AGM scheduled for 28 September 2026 at 11:00 AM IST via VC/OAVM.
• FY 2025-26 Annual Report, financial statements and notices to be sent to members with web link.
• Cut-off/record date for voting fixed at 21 September 2026.
• Register of Members and share transfer books will remain closed from 22 September to 28 September 2026.
• Book closure purpose is to facilitate AGM attendance and voting.
• Remote e-voting window from 25 September 2026 9:00 AM to 27 September 2026 5:00 PM.
• E-voting cut-off date is 21 September 2026.

Financial snapshot

• Consolidated total income: Rs 136042.03 Lakhs.
• Standalone total income: Rs 113331.49 Lakhs.
• Consolidated PAT: Rs 1344.51 Lakhs.
• Standalone PAT: Rs 3371.20 Lakhs.
• Standalone revenue growth: 31% YoY.
• Standalone PAT growth: 59%.
• Cash and cash equivalents: Rs 3198.55 Lakhs.
• Net debt: Rs 50008.85 Lakhs; gearing 50.65%.
• Total borrowings: Rs 53207.40 Lakhs.

Operations & segments

• Divisions: Leather Garments, Textile Outerwear, Fashion Accessories, Virtual Manufacturing.
• London office opened; Ultima Fashions UK Ltd added.
• Integrated Bengaluru-Chennai network with Chennai tannery.
• Over 100 international brands served, including Coach, Zara, Ralph Lauren.
• Trade deals with India-EU/UK/EFTA reduce duties.
• Exports growth and design-to-delivery capabilities.
• Virtual Manufacturing expands knitwear and sleepwear.
• Design studios in Milan, Gurugram, Bengaluru, Chennai; 3D sampling.

Capital structure & debt

• Borrowing limits raised to Rs 1,200 Cr.
• Total borrowings outstanding: Rs 53,207.40 Lakhs.
• Current borrowings: Rs 43,709.66 Lakhs; Long-term: Rs 9,110.34 Lakhs.
• Board authorised to finalize lender terms; delegation possible.
• Mortgages/charges up to Rs 1,200 Cr authorized.
• Net debt: Rs 50,008.85 Lakhs; gearing 50.65%.
• Net cash from financing activities: Rs 1,986.53 Lakhs.
• Consolidated cash flow from operations: Rs 1,928.28 Lakhs.

Dividend & AGM

• 39th AGM on 28 Sept 2026 at 11:00 AM via VC/OAVM.
• Notice and Annual Report available on company website.
• Dividend: No dividend declared or paid during FY2025-26.
• Remote e-voting: 25-27 Sept 2026; cut-off 21 Sept 2026.
• Proxies not available; authorised reps for corporates may attend.

Governance

• Independent Directors reappointed for five-year term starting 11 Aug 2027: Bhojwani, Ghei, Kapur.
• Age-related continuation beyond 75 for Deepak Bhojwani.
• NRC recommended reappointments; Board approved second term.
• Board authorised to finalize terms and approvals; delegation enabled.

Capital expenditure & strategy

• Accessories capacity expansion; London office.
• Nikoo Homes: 7 launched; 85% sold; 8 launched.
• Residential pipeline Bhartiya Urban over Rs 5,000 crore.
• Overseas initiatives include Ultima Italia and UK activities.

CSR & ESG

• CSR expenditure Rs 56.43 Lakhs; focus on education, health, infrastructure.
• CSR Committee comprises three Directors.
• Projects include schools, health facilities, community infrastructure.

Outlook & risks

• India-EFTA, UK, EU trade deals to reduce duties.
• Tariff reductions boost competitiveness in textiles and leather.
• FX risk managed with hedging and treasury discipline.
• Design-led manufacturing supports multi-year growth and resilience.

AGM Details

• Date 28 Sep 2026; 11:00 AM IST; via VC/OAVM.

Key Resolutions

• Ordinary – Adopt standalone and consolidated financial statements for FY2025-26.
• Ordinary – Re-appoint Snehdeep Aggarwal (retiring by rotation).
• Ordinary – Remuneration limit for related party consultant up to Rs 2.5 lakh/month.
• Special – Remuneration to Mr. Robert Burton Moore Jr. beyond other NEDs for FY2026-27.
• Special – Continue Deepak Bhojwani as Independent Director beyond age 75.
• Special – Re-appoint Deepak Bhojwani as Independent Director for second term.
• Special – Re-appoint Navkiran Singh Ghei as Independent Director for second term.
• Special – Re-appoint Vivek Kapur as Independent Director for second term.
• Special – Increase borrowing limit from Rs 700 Cr to Rs 1,200 Cr.
• Special – Authorize board to create mortgages/charges up to Rs 1,200 Cr.

Related Party Transactions

• RPT – Consultancy fees up to USD 135,000 for Mr. Moore for FY2026-27.
• RPT – Amount represents about 0.095% of consolidated turnover.

Director Changes

• Snehdeep Aggarwal to be re-appointed as Director (retiring by rotation).
• Deepak Bhojwani to continue as Independent Director beyond age 75.
• Re-appoint Deepak Bhojwani, Navkiran Singh Ghei, and Vivek Kapur for second terms.