Bartronics India Limited has executed a definitive shareholders agreement with Shree NagaNarasimha Pvt. Ltd., operating under the AYOU brand, marking a strategic expansion under Project AVIO Agritech. The company announced on 17th February, 2026, that transaction completion is expected over the coming weeks, subject to transfer of funds and customary closing formalities.

Strategic Partnership Details

The agreement builds on Bartronics' established rural footprint across India's major agricultural corridors. The company maintains a strong network in the potato belt of Uttar Pradesh and the onion belt of Maharashtra, along with sourcing linkages across other key fruits and vegetables clusters. These regions form a critical backbone of India's fresh produce economy.

AI-Enabled Warehouse Transformation

Following transaction completion, Bartronics plans to transform select warehouses within its network into AI-enabled smart aggregation and processing hubs operating under AYOU. These facilities will integrate advanced technology systems designed to improve supply chain efficiency and transparency.

The AI-enabled warehouses will feature:

• Computer vision-based grading systems
• Digital quality benchmarking capabilities
• Predictive inventory analytics
• Batch-level traceability systems

These technological enhancements are designed to improve supply precision across commodities including potatoes, onions, and a wider basket of fruits and vegetables. The initiative aims to reduce wastage, enhance quality consistency, improve demand forecasting, and enable real-time visibility across procurement and dispatch flows.

Market Reach and Client Base

AYOU currently supplies to leading quick commerce and modern trade players across India. The company's client portfolio includes major platforms and retail brands that serve millions of consumers nationwide.

The introduction of AI at the warehouse layer is expected to strengthen service reliability and traceability standards for these partners while improving price realization and transparency for farmers across Uttar Pradesh, Maharashtra, and other sourcing geographies.

Technology-Driven Rural Commerce Platform

By embedding artificial intelligence into post-harvest infrastructure, Bartronics seeks to convert its agricultural footprint into a data-driven rural commerce platform. The structured data generated through this system is expected to support better planning, reduced supply-demand mismatches, and scalable expansion into additional commodities and markets over time.

Vidyasagar Reddy, Managing Director of Bartronics India Limited, commented on the development: "Our network across the potato belt in Uttar Pradesh and the onion belt in Maharashtra provides us with a strong agricultural backbone. The rollout of AI-enabled warehousing under the AYOU brand will transform this physical reach into a technology-led, efficient, and traceable supply chain. This initiative is about building modern agri-infrastructure that delivers measurable value to farmers while strengthening our position with leading quick commerce and modern trade partners."

Company Profiles

AYOU operates as an agri-supply and aggregation brand focused on sourcing fresh produce directly from farmers and FPOs, supplying to quick commerce, modern trade, retail, and institutional clients across India. Bartronics India Limited functions as a rural financial inclusion and technology company focused on building integrated rural commerce and agri-tech platforms under Project AVIO.

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.