Khadim India Ltd

Khadim India Limited — Trading Window closed from Oct 01, 2026 till 48 hours after the declaration of the unaudited standalone and consolidated financial results for the quarter and half year ending September 30, 2026.

Allotment Details

• Board approved allotment of 10,22,727 Fully Convertible Equity Warrants at ₹110 each.
• Warrants are fully convertible into one equity share each.
• 25% of the issue price received upfront; balance on exercise.
• Total issue size ₹11,24,99,970.

Approvals & Timing

• Shareholders approved the issue at the EGM on 01 August 2026.
• NSE and BSE in-principle approvals dated 11 September 2026.
• Promoter group Siddhartha Roy Burman allotted 2,27,273 warrants.
• Total warrants allotted to promoter group and public: 10,22,727.

AGM Details

• Date and time: 24 Sep 2026, 11:30–12:40 IST.
• Mode: two-way VC/Other Audio-Visual Means.
• Record date: 17 Sep 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adoption of standalone financial statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Re-appoint Ritoban Roy Burman as Director (retiring by rotation).
• Resolution 3 (Ordinary): Re-appointment of Ray & Ray, Chartered Accountants, as statutory auditors for five years.
• Resolution 4 (Special): Continuation of Independent Director (DIN: 9304).
• Resolution 5 (Special): Alteration of Articles of Association.

Voting Results

• Resolution 1 passed; 100% in favour on votes polled.
• Resolution 2 passed; 100% in favour on votes polled.
• Resolution 3 passed; 99.46% in favour; 0.54% against.
• Resolution 4 passed; 99.34% in favour; 0.66% against.
• Resolution 5 passed; 99.47% in favour; 0.53% against.

AGM Details

• Date and time: 24 Sep 2026, 11:30 IST; mode: VC/OAVM.
• Cut-off voting date: 16 Sep 2026.
• Remote e-voting window: 21–23 Sep 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adopt audited financial statements for year ended 31 Mar 2026.
• Resolution 2 (Ordinary): Appoint director by rotation.
• Resolution 3 (Ordinary): Re-appoint statutory auditors for second term.
• Resolution 4 (Special): Continuation of independent director.
• Resolution 5 (Special): Amend Articles of Association.

Voting Results

• Resolution 1: Passed with overwhelming majority (~99.99%).
• Resolution 2: Passed with overwhelming majority (~99.99%).
• Resolution 3: Passed with overwhelming majority (~99.99%).
• Resolution 4: Passed with overwhelming majority (~99.99%).
• Resolution 5: Passed with overwhelming majority (~99.99%).

Director Changes

• Director re-appointment approved (rotation).

Auditor Appointments

• Statutory auditors re-appointed for the next term.

Other Approvals

• Amendment to Articles of Association approved.

AGM Details

• AGM held Sept 24, 2026 at 11:30 a.m. IST via VC/OAVM.
• Remote e-voting ran Sept 21–23, 2026; cut-off voting Sept 17, 2026.
• Total 128 members attended, with proceedings ending at 12:40 p.m. IST.

Ordinary Business

• Adoption of audited standalone and consolidated financial statements.
• Re-appointment of director by rotation.
• Re-appointment of auditors for second five-year term.

Special Business

• Continuation of independent director (special resolution).
• Alteration of Articles of Association (special resolution).

Voting Results

• Adoption of financial statements: Passed.
• Director re-appointment by rotation: Passed.
• Auditors re-appointment: Passed.
• Independent director continuation: Passed.
• AoA alteration: Passed.

Business overview

• Asset-light growth model with 78% retail via franchise; 100% outsourced product requirements.
• Second-largest footwear retailer in India with strongest East presence and growing South footprint.

Operational highlights

• Q1 FY27 revenue from operations ₹778.4 Mn; gross profit ₹400.6 Mn; EBITDA ₹78.3 Mn.
• Retail footprint at 825 Khadim's branded stores (as of Jun 2026); COCO 187, Franchises 638.
• Geographic expansion focused on Eastern and Southern India; expansion via COCOs and franchisees.

Financial performance

• Q1 FY27: Gross margin 51.5%; EBITDA margin 10.1%; PAT margin 0.7%.
• Q1 FY27 PBT ₹7.1 Mn; tax ₹1.9 Mn; PAT ₹5.2 Mn.
• FY26 revenue ₹3,671.0 Mn; EBITDA ₹491.1 Mn; PAT ₹31.4 Mn; PAT margin 0.9%.

Capital structure & liquidity

• No debt/equity data or liquidity metrics disclosed in this update.

Strategic priorities & outlook

• Maintain asset-light growth; expand reach in East and Southern India.
• Scale COCO stores and franchise network to broaden retail and distribution footprint.

Governance & leadership

• Board includes Executive Chairman Siddhartha Roy Burman; multiple Independent Directors; CFO Indrajit Chowdhury.

Risks & mitigation

• No explicit risk factors discussed in this chunk; standard forward-looking disclaimer present.

AGM notice and distribution

• AGM 45th scheduled for 24 September 2026 at 11:30 a.m. IST via VC/OAVM.
• Annual Report 2025-26 to be emailed to members with registered email addresses.
• Physical copies of AGM notice and annual report to those without registered emails.
• Web-links for online access to the Annual Report are provided.
• Notice and Annual Report also available on BSE, NSE, and NSDL websites.
• Shareholders without registered emails are requested to update contact details.
• Due to MCA/SEBI relaxation, electronic distribution of AGM materials is permitted.
• Physical dispatch due to missing email addresses per Regulation 36(1)(b).
• AGM format: Video Conferencing/OAVM.

AGM details

• Date/time: 24 September 2026, 11:30 a.m. IST.
• Mode: VC/OAVM; venue deemed at registered office.
• Remote e-voting before and during AGM via NSDL.
• Cut-off date for voting: 17 September 2026.

Resolutions

• Adopt standalone and consolidated financial statements.
• Re-appoint Ritoban Roy Burman as Director on rotation.
• Re-appoint Ray & Ray as Statutory Auditors for second five-year term.
• Continue Prof. Surabhi Banerjee as Independent Director.
• Alter Articles of Association to align valuation for share issuance with ICDR.

Voting and results

• Voting results not disclosed; to be announced post-AGM.
• Remote e-voting: Sep 21–23, 2026; cut-off Sep 17, 2026.

Director changes

• Upama Mukherjee resigned as Independent Director on Apr 6, 2026.
• Sekhar Bhattacharjee appointed Additional Non-Executive Independent Director for 5 years from July 2, 2026, subject to EGM.
• Ritoban Roy Burman to be re-appointed at the AGM.
• Prof. Surabhi Banerjee to continue as Independent Director till May 24, 2027; age 75 by Oct 29, 2026.

Auditor appointments

• M/s Ray & Ray re-appointed as Statutory Auditors for second 5-year term.

Financial performance

• Revenue from operations: ₹3,670.95 million for FY2025-26.
• EBITDA: ₹472.85 million; EBITDA margin 12.9%.
• PAT from continuing operations: ₹31.39 million.
• Dividend not proposed for FY2025-26; profits were inadequate.

Retail footprint & channels

• Retail network: 851 stores; 189 COCO, 662 franchise.
• 78% of network operates via franchise; asset-light expansion.
• E-commerce share ~5% of revenue; target 10% in FY27.
• Direct digital platforms khadims.com and britishwalkers.com to boost margins.

Strategic developments & demerger

• Demerger of distribution business to KSR Footwear Limited completed.
• KSR Footwear listed on BSE/NSE; Khadim’s pre-scheme capital adjusted.
• Skechers partnership scaled to 20 stores; early revenue ₹1.5-2.0 crore.
• Athleisure line launched; ~70 stores carrying 40-50 designs.

Market outlook & growth strategy

• Outlook: gradual consumption recovery; premiumisation and disciplined capital allocation.
• FY27 gross margin expected to rise about 50 basis points.
• Expansion focus: East and South via COCO then franchise formats.
• Portfolio emphasis on British Walkers, Pro, Sharon and Cleo.

Capital structure & liquidity

• Borrowings: non-current ₹139.95m; current ₹1,078.36m.
• Total borrowings: ₹1,218.31 million.
• Cash and cash equivalents: ₹17.61 million.
• Operating cash flow: ₹256.94 million; investing ₹-89.61 million; financing ₹-426.83 million.

Governance & risk

• Independent director Upama Mukherjee resigned April 6, 2026; Sekhar Bhattacharjee appointed July 2, 2026.
• Board met 5 times in FY26.
• Statutory auditors Ray & Ray reappointed for 2026-2031.
• ESOP 2017 not viable; ESOP 2021 not granted.

CSR & sustainability

• CSR expenditure for FY26: ₹1.77 million; focus on water, education, healthcare.
• CSR committee met once on November 7, 2025.
• CSR policy and projects disclosed on khadims.com.