Bizotic Commercial Ltd

Resolution 1: Increase authorised capital

• Ordinary resolution to increase capital from Rs 57.86 cr to Rs 71.50 cr.
• Authorised capital becomes Rs 71,50,00,000 comprising 7,15,00,000 shares of ₹10.
• MOA to be amended by replacing Clause V with new capital clause.
• Promoter/Director interest: none beyond existing shareholdings.

Resolution 2: Preferential issue of convertible warrants

• Special resolution to issue up to 1,36,08,000 warrants on a preferential basis.
• Warrants priced at Rs 110 each; 18-month exercise window.
• One warrant converts into one equity share of ₹10 on exercise.
• Floor price determined as Rs 109.9059 per share; valuation report used.
• Proposed allottees include promoter group and non-promoter categories.
• Promoter group entities may subscribe; other promoters not subscribing.
• Relevant price-date: 23 September 2026; proceeds for working capital.

Impact on shareholding and control

• Post-issue promoter and promoter group holding around 74.99%.
• Public shareholding estimated at 25.01%.
• No change in management or control anticipated.

Fund utilisation and governance

• Proceeds for working capital; total up to Rs 149.68 crore.
• Proceeds to be received over 18 months; utilized within 12 months of receipt.
• Valuation report dated 29 Sept 2026 available for inspection.

Key approvals and actions

• Authorised capital increased from Rs 57,86,00,000 to Rs 71,50,00,000, subject to shareholder approval.
• Convertible warrants issued at Rs 110 per warrant (Rs 100 premium, Rs 10 face value).
• Relevant Date for the preferential issue fixed at 23 September 2026.
• Valuation report obtained from Procurve Valux Private Limited, registered valuer.
• EGM scheduled for 23 October 2026 at 12:00 PM via VC/OAVM, with draft notice.

Bizotic Commercial Limited trading window closed from 1 October, 2026 and shall be re-opened after 48 hours from the declaration of Unaudited Financial Results of the Company for the Quarter and Half Year Ended 30 September, 2026.

Meeting Details

• Board meeting on 30 Sep 2026 at 2:00 PM at Ashwamegh Warehouses, Ujala Circle, Sarkhej, Ahmedabad, Gujarat, India.

Key Agenda Items

• Fix issue price for Convertible Warrants through a Preferential Issue per the 10 Sep 2026 agenda.
• Decide the Day, Date, Time, Venue for the Extraordinary General Meeting and issue the EGM Notice.
• Any other agenda to be discussed with Chairman's permission.

Other Notes

• Trading window for insiders remains closed from 26 Sep 2026 until 48 hours after the Board Meeting.

Security and issuance

• Security: Warrants convertible into an equal number of equity shares.
• Issuance: Preferential allotment to Promoter Group and Non-Promoter categories.
• Total warrants: up to 1,36,08,000; face value Rs 10 per share.
• Warrant upfront price: 25%; balance 75% at equity share allotment.
• Maximum tenure: 18 months from allotment; lapse if balance not paid.
• Lapse conditions: unpaid balance within tenure leads to lapse of warrant amount.

Allottees and allocations

• Bizotic Dynamics Private Limited – Promoter Group – up to 25,44,000 warrants.
• Bizotic India Private Limited – Promoter Group – up to 33,48,000.
• Bizotic Industries Private Limited – Promoter Group – up to 43,20,000.
• Deepak Jain & Sons HUF – Non-Promoter – up to 7,99,200.
• I D G Constructions Private Limited – Non-Promoter – up to 99,600.
• S G Import Export Company – Non-Promoter – up to 99,600.
• Meena Vinod Surana – Non-Promoter – up to 74,400.
• Aayush Beri – Non-Promoter – up to 74,400.
• Thakor Dhavalji Bhalaji – Non-Promoter – up to 74,400.
• Braso India Private Limited – Non-Promoter – up to 10,90,800.
• Finora Venture Private Limited – Non-Promoter – up to 6,06,000.
• Ikshvaku Clothing Private Limited – Non-Promoter – up to 4,77,600.
• Total warrants: 1,36,08,000.

Post-issuance and governance

• Post-issue equity shares shown in Annexure A(II); total post-issue warrants 1,82,64,000.
• Post-Preferential Issue of Warrants: 1,82,64,000 shares; varying % holdings.
• EGM to seek shareholder approval for the issuance.
• Conversion terms: warrants convert within 18 months; 25% upfront, 75% on conversion.

Bonus issue

• Board approves allotment of 4,82,10,000 bonus equity shares of Rs 10 at 5:1.
• Record date fixed as 17 August 2026.
• Post-allotment paid-up share capital becomes Rs 57,85,20,000.
• Pre-allotment paid-up capital was Rs 9,64,20,000.
• Bonus shares rank pari-passu with existing equity shares.

Record date and bonus issue details

• Issuer: Bizotic Commercial Ltd; 5:1 bonus on Rs 10 equity shares.
• Record Date: 17 August 2026; Deemed allotment: 18 August 2026.
• Security: Equity shares.

Dematerialisation status

• No dematerialisation/rematerialisation requests were received from depository participants during the period.
• No processing of such requests occurred.
• No physical certificates were mutilated or cancelled, and no depository name substitution occurred within the 15-day timeline.

Financial performance

• Sales rose to ₹25,078.65 Lakh in FY26 from ₹11,194.68 Lakh.
• Profit before tax ₹2,492.60 Lakh, up from ₹628.92.
• Net profit after tax ₹1,808.87 Lakh, up from ₹428.62.
• Current tax ₹640.27 Lakh; deferred tax ₹43.46 Lakh.
• Transfer to general reserve ₹1,808.87 Lakh.
• Dividend not recommended for the year.
• Total turnover FY26 ₹25,078.65 Lakh; YoY growth ~124%.

Capital structure & share capital

• Authorized share capital increased to ₹11.27 crore.
• Paid-up capital rose to ₹9.378 crore via warrants conversion.
• 13,38,000 warrants converted to equity this year.
• Remaining 2,64,000 warrants converted after year-end.
• Preferential issue of 16,02,000 convertible warrants; proceeds for working capital.
• Withdrawal of preferential issue for 7,68,000 shares.
• No differential rights or ESOP issued.

AGM & corporate actions

• 10th AGM on 01 Aug 2026 at 12:00 PM via VC/OAVM.
• Notice of AGM and Annual Report uploaded on company site.
• Record date for e-voting: 24 July 2026.
• Remote e-voting window: 29-31 July 2026.
• Scrutinizer for e-voting: CS Jinang Shah.
• Statutory auditors appointed: Shweta Jain & Co LLP.
• Guidelines for meeting join/participation included in notice.

Governance & board changes

• Hareshkumar Suthar resigned as Independent Director on 25 Jun 2026.
• Dipak Hariprasad Dave appointed CFO on 07 May 2026.
• Dipak Hariprasad Dave appointed Additional Director on 21 May 2026.
• Sapna Sushil Saini appointed Company Secretary on 31 Jan 2026.
• Bhavika Jain appointed CS on 23 May 2025; resigned 31 Jan 2026.
• Inderpreet Kaur Gulati resigned as Exec Director & CFO on 13 Feb 2026.
• Board size at report date: 4 directors (2 Independent, 1 Executive, 1 MD).

Auditors & internal controls

• J Singh & Associates resigned; Shweta Jain & Co LLP appointed as statutory auditors.
• Auditors’ report: unmodified; no qualifications.
• Secretarial auditor: Jinang Shah & Associates appointed.
• Internal controls: adequate; board reviews reports regularly.

Related party transactions

• Form AOC-2 discloses related-party transactions.
• Promoter Sangita Aggarwala unsecured loan repaid ₹1,048.26 Lakh.
• Promoter Sangita Aggarwala share warrants issued ₹1,344.82 Lakh.
• MD Sanjay Gupta remuneration ₹24.00 Lakh.
• Inderpreet Gulati remuneration ₹15.12 Lakh.
• Bizotic Dynamics warrant issued ₹580.00 Lakh.
• Bizotic India warrant issued ₹672.80 Lakh.
• Bizotic Industries warrant issued ₹997.60 Lakh.
• Bizotic Nexus warrant issued ₹899.00 Lakh.
• MD Sanjay Gupta loan given ₹13.50 Lakh; repaid ₹13.85 Lakh.
• Directors’ salaries: Hareshkumar Suthar ₹0.48 Lakh; Avani Shah ₹0.48 Lakh; Juhi Sawajani ₹0.48 Lakh.

Business operations & strategy

• Urban United and YARD brands; 16 retail outlets nationwide.
• Large-format YARD store opened in Ahmedabad.
• Fabric wholesale arm offers premium fabrics from domestic and international suppliers.
• Integrated design, marketing, retail model delivering quality, style, affordability.
• Expansion of retail footprint in high-growth markets.
• Technology across inventory, supply chain, and customer engagement.

Risks & outlook

• Positive long-term Indian apparel outlook; branded menswear growth in urbanising markets.
• Risks: raw material price volatility, FX fluctuations, competition, inflation.
• Regulatory/compliance costs may affect margins.
• Focus on retail expansion, brand strengthening, and cost optimization.