Bharati Defence and Infrastructure Limited approved the amalgamation of Exicom Technologies India Private Limited and Hind Simulation Training Private Limited with itself to enhance operational efficiencies and product range. The Board of Directors approved the Scheme of Amalgamation at its meeting held on June 17, 2026. The merger is classified as a related party transaction but will be conducted on an arm's length basis based on valuation reports from independent registered valuers and a fairness opinion from a SEBI registered Category-I Merchant Banker.

Share Exchange Ratio

The share exchange ratio for the merger has been determined based on a valuation report dated June 12, 2026. Bharati Defence will issue fully paid-up equity shares of face value INR 10 each to the shareholders of the transferor companies.

Financial Overview of Entities

The amalgamation combines entities with distinct asset bases and turnover figures. Exicom Technologies reported total assets of 80,92,97,875 and a turnover of 60,57,30,102. Hind Simulation Training reported total assets of 13,82,94,095.47 and a negative net worth of (4,37,567.53). Bharati Defence recorded total assets of 36,63,91,218.40, a turnover of 28,91,08,908.49, and a net worth of 22,17,21,486.61.

Rationale and Benefits

The merger is expected to position the company to deliver a wider range of products and services through combined operations. Management stated that the transaction would facilitate geographical diversification, enhancement of operational efficiencies, and cost savings through resource pooling. An integrated approach is anticipated to improve the consolidation of financials, capital allocation, and cash management.

Shareholding Pattern

The pre-amalgamation shareholding pattern of Bharati Defence shows promoters holding 95% of the shares, while the public holds 5%. The post-amalgamation shareholding pattern is subject to the approval of an application filed with SEBI seeking exemption from the Minimum Public Shareholding requirement. The company has been granted an 18-month period from the date of relisting to increase public shareholding to 10% via a Follow-On Offer.

Bharati Defence and Infrastructure Limited reported a net loss of ₹3,127.32 crore for the financial year ended March 31, 2026, primarily due to exceptional items amounting to ₹3,283.55 crore. The company's board approved the audited standalone financial results at a meeting held on May 29, 2026. Revenue from operations for the year increased to ₹289.11 crore from ₹232.98 crore in the previous year.

Financial Performance

The exceptional items relate to the write-off and reversal of certain assets and liabilities from the period prior to the company's acquisition under the Insolvency and Bankruptcy Code (IBC). These adjustments, assessed as non-recoverable or no longer payable, were recognized in compliance with the approved Resolution Plan and National Company Law Tribunal (NCLT) order. Consequently, the company reported a basic and diluted loss per share of ₹6.22 for FY26, compared to earnings per share of ₹0.28 in the previous year.

For the quarter ended March 31, 2026, the company recorded a net loss of ₹3,214.37 crore. Revenue from operations for the quarter stood at ₹193.99 crore, significantly higher than ₹12.57 crore in the same period last year. Total income for the quarter was ₹195.46 crore.

Operational Details

The company operates in the defence business segment, focusing on the manufacturing of drones, UAVs, Kamikaze drones, and other telecommunication systems. The board noted that the management and control were taken over by new management during the year pursuant to the Resolution Plan. The capital restructuring process, including share capital reduction, is currently in progress.

Auditor's Report

M/s. A K Kocchar & Associates, Statutory Auditors, issued an unmodified opinion on the audited standalone financial results. The audit report highlighted the write-offs of prior period assets and liabilities as a key audit matter due to the significance of the adjustments and the judgment involved in determining recoverability.