Mirza International Ltd

Mirza International Ltd - Trading window closure notice

Appointment details

• Appointment of Mr. Nirmal Sahijwani as President – Men's Shoe Division, effective Aug 6, 2026.

Approval basis

• Approved on board recommendation from Remuneration and Compensation Committee.

Term and conditions

• Shall serve on terms and conditions approved by the Board.

Candidate profile

• Accomplished leader with footwear experience in marketing, strategy, sales, and brand management.

Relationships disclosure

• Disclosure: Not Applicable.

Governance impact

• No board/committee composition changes noted.

Financials

• Standalone revenue from operations: 12,356.53 Lakh; YoY decline about 12.6%.
• Consolidated revenue from operations: 12,839.85 Lakh; YoY decline about 9.7%.
• Standalone total income: 12,405.09 Lakh; YoY decline from 14,153.79.
• Standalone PBT before tax: -488.44 Lakh; YoY swing from 2,136.76.
• Standalone net profit: -451.44 Lakh; YoY swing from 1,766.76.
• Consolidated PBT: -444.07 Lakh; Consolidated PAT: -407.04 Lakh.
• Standalone EPS (basic/diluted): -0.33; Consolidated EPS (basic/diluted): -0.29.
• Board approved unaudited results on 6 Aug 2026.

Auditors & disclosures

• Standalone and consolidated results unaudited; Audit Committee reviewed; limited review by statutory auditors.
• Standalone results with unmodified opinion; consolidated results include subsidiaries not reviewed.
• Ind AS 116 adoption reduced lease rent by 9.86 Lakh; depreciation and finance costs rose modestly.

Segment overview & subsidiaries

• Standalone segment revenue: Footwear 10,245.47; Tannery 3,141.32; Unallocated 48.56.
• Standalone income from operations: 12,405.09; inter-segment revenue 1,030.26.
• Standalone segment PBT: Footwear 54.74; Tannery -277.50; Total -488.44.
• Consolidated income from operations: 12,903.27; Consolidated PBT: -444.07; Consolidated PAT: -407.04.
• Consolidated subsidiaries: Mirza (UK) Limited; Genesis Brands Private Limited; Genesis Brands Inc; Genesis Brands UG.

Overview

• No meeting date, time, location, or agenda items disclosed in this filing chunk.

Instruments Rated

• Long-term fund-based Rs 23 crore: [ICRA]BBB+(Stable); downgraded
• Short-term fund-based—Others Rs 160 crore: [ICRA]A2; downgraded
• Short-term non fund-based—Others Rs 10 crore: [ICRA]A2; downgraded
• Long-term/Short-term unallocated Rs 12 crore: [ICRA]BBB+(Stable)/[ICRA]A2; downgraded
• Total rated: Rs 205 crore

Rating Agency & Action

• Agency: ICRA Limited
• Action: Downgrade across all rated instruments

Outlook & Surveillance

• Long-term outlook: Stable (BBB+); short-term outlook not specified
• Ratings due for surveillance within one year

Registrar/transfer agent confirmation

• Details of dematerialised/rematerialised securities have been furnished to all stock exchanges.

Financials (Standalone)

• Standalone revenue ₹51,730.91 lakh; PAT ₹213.09 lakh.
• EBITDA ₹2,167.21 lakh; margin improved by exceptional income.
• Exceptional item ₹1,861.45 lakh; pre-tax ₹263.09 lakh.
• Footwear revenue ₹44,477.59 lakh; Tannery ₹11,140.47 lakh.
• Footwear segment profit ₹1,079.79 lakh; tannery loss ₹1,010.16 lakh.
• Current ratio 4.06; debt-equity 0.00; interest coverage 1.39.
• Basic and diluted EPS ₹0.15.
• Export turnover ₹37,374.01 lakh; growth depends on global conditions.
• Dividend not declared for FY2025-26.
• 82% of shares dematerialised; 0.18% in physical form.

Strategic Actions & Amalgamation

• RTS Fashion amalgamated with Mirza; effective 01 May 2026; Appointed Date 01 Apr 2025.
• Pooling of interests; no new shares issued.
• RTS assets and liabilities transferred; Mirza UK remains direct subsidiary.
• ₹250.27 lakh capital reserve created; inter-company balances eliminated.
• Consolidated financials include RTS assets from Appointed Date.

Governance & Board

• Board held four meetings; Nirmal Sahijwani resigned 01 Feb 2026.
• CFO Anil Kumar Mahipal appointed from 01 Jun 2026.
• Aqeel Ahmad Khan appointed as Whole-time Director from 01 Jun 2026.
• Independent directors confirmed independence; secretarial audit unqualified.
• Governance framework includes Nomination and Remuneration Policy and director evaluation.

Dividend & CSR

• Dividend not declared for FY2025-26.
• 65,253 shares transferred to IEPF for unclaimed dividends.
• CSR spend ₹54.10 lakh; CSR obligation ₹0.36 lakh.
• CSR activities focus on healthcare via Mirza Foundation.

Audit & Risk

• Statutory auditors: Saxena Roongta & Associates; Secretarial: R&D Company Secretaries.
• Scheme of Amalgamation highlighted as Key Audit Matter in reports.
• Income Tax search proceedings underway; management expects no material adjustments.
• No fraud reported; internal controls deemed adequate.

Markets & Growth

• Domestic focus on premium-yet-accessible Thomas Crick brand; India growth potential.
• Omnichannel expansion; brands on Amazon, ASOS, Debenhams, and other platforms.
• Export marketing emphasized; focus on brand promotion and international partnerships.

Sustainability & ESG

• Solar capacity 3,750 kW; daily generation around 14,500 units.
• Tannery Gold-rated by LWG; water recycling via RO; 3R approach.
• Environmentally responsible production central to brand and growth.

Outlook & Risks

• India remains promising as a manufacturing hub; long-term footwear growth expected.
• Risks include tariffs, macroeconomic volatility, FX fluctuations, and supply chain pressures.
• Strategy aims to scale brands, optimize inventory, and expand internationally.