Bartronics India Limited has announced entering into a shareholders agreement with Shree Naganarasimha Private Limited (SNN) and its promoters, as disclosed under SEBI regulations on February 16, 2026. The strategic investment agreement involves BIL acquiring a majority stake in SNN through equity subscription worth ₹3 crore.

Investment Structure and Shareholding Details

The agreement establishes BIL's acquisition of significant shareholding in SNN through a structured equity investment approach.

Parties and Governance Framework

The shareholders agreement involves multiple parties with defined roles and responsibilities. SNN's promoter group includes Mr. Krishna Murthy Rama Gopal and Mr. Anand Kumar Gangadhar Naik, who will continue their involvement under the new structure.

Bartronics India Limited will exercise significant governance rights through its majority shareholding position. The company gains the right to appoint one director while maintaining shareholding of 51% or above. Additionally, BIL's affirmative vote becomes mandatory for key board decisions, ensuring strategic control over important business matters.

Strategic Rights and Operational Control

The agreement establishes comprehensive rights and obligations for all parties involved, focusing on operational governance and strategic decision-making.

Key Rights and Provisions:

• Right of first subscription in future fund raising activities
• Reserved matters requiring BIL consent for implementation
• Transfer restrictions and right of first refusal on share transactions
• Non-compete and non-solicitation obligations imposed on promoters
• Indemnification protection against pre-existing liabilities

Purpose and Business Objectives

The shareholders agreement serves multiple strategic purposes for both organizations. The primary objective involves recording terms and conditions for BIL's investment through equity share subscription in SNN. The agreement governs comprehensive aspects including share allotment procedures, rights and obligations of promoters and BIL, board composition requirements, funding mechanisms, and operational governance matters.

The partnership aims to regulate management structures, capital framework, share transfer mechanisms, and protection of BIL's investment interests. Promoters maintain minimum 49% shareholding unless additional funding requirements arise, while funds will be utilized for working capital and general business purposes.

Regulatory Compliance and Disclosure

The disclosure follows Schedule III (Part A) of Regulation 30 under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Bartronics India Limited confirmed that the transaction does not constitute a related party transaction, as the company operates as an external entity unrelated to SNN's promoter group. The agreement includes arbitration and governing law provisions for dispute resolution, ensuring comprehensive legal framework for the partnership.

Bartronics India Limited has entered into a Memorandum of Understanding with Raphael Global Tech Private Limited to explore collaboration opportunities in agriculture and climate action initiatives. The company made this disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on February 10, 2026.

Partnership Details

The MoU establishes a framework for collaboration between the two companies in multiple sectors. The partnership details are outlined below:

Strategic Objectives

The collaboration aims to combine the strengths of both organizations for comprehensive project development. Bartronics India Limited will contribute its rural network and digital infrastructure capabilities, while Raphael Global Tech brings specialized technological expertise to the partnership.

Raphael Global Tech's core competencies include:

• Drone technology solutions
• Geospatial intelligence systems
• Data analytics capabilities
• Carbon measurement solutions

Implementation Framework

The partnership focuses on grass-roots level project development and implementation across various agricultural and environmental sectors. The MoU covers agriculture-related initiatives, agroforestry projects, mangrove conservation efforts, and broader climate action programs.

Regulatory Compliance

The company confirmed that this agreement does not involve any special rights such as director appointment rights, share subscription preferences, or capital structure restrictions. The transaction is structured as an arm's length agreement with no related party implications.

The disclosure was signed by Company Secretary Diksha Omer and submitted to both BSE Limited and National Stock Exchange of India Limited as per regulatory requirements.