Bharati Defence and Infrastructure Limited (BDIL) announced the outcome of its Board Meeting held on 17th June 2026, which commenced at 4:15 PM and concluded at 5:50 PM. The Board approved a Scheme of Amalgamation involving Exicom Technologies India Private Limited (ETPL) as Transferor Company 1, Hind Simulation Training Private Limited (HSTPL) as Transferor Company 2, and Bharati Defence and Infrastructure Limited (BDIL) as the Transferee Company.

Entity Financial Details

The amalgamation involves companies with the following financial metrics (as of latest available data):

Exicom Technologies India Private Limited (ETPL):

  • Total Assets: ₹80,92,97,875
  • Turnover: ₹60,57,30,102
  • Net Worth: ₹51,31,86,487

Hind Simulation Training Private Limited (HSTPL):

  • Total Assets: ₹13,82,94,095.47
  • Turnover: Not provided (shown as "-")
  • Net Worth: Negative (₹-4,37,567.53)

Bharati Defence and Infrastructure Limited (BDIL):

  • Total Assets: ₹36,63,91,218.40
  • Turnover: ₹28,91,08,908.49
  • Net Worth: ₹22,17,21,486.61

Related Party Transaction Status

The companies involved in the scheme are related parties. However, pursuant to General Circular No. 30/2014 dated 17th July 2014 issued by the Ministry of Corporate Affairs, transactions arising from compromises, arrangements, and amalgamations under the Companies Act, 2013 are exempt from Section 188 requirements. The share exchange ratio was determined based on a valuation report from registered independent valuers, supported by a fairness opinion from a SEBI registered Category-I merchant banker, establishing that the merger is on an arm's length basis.

Business Areas

  • Bharati Defence and Infrastructure Limited: Engaged in manufacturing, building, repairing, and dealing in naval, land, air, and space defense systems, homeland security systems, navigation systems, surveillance communication equipment, simulators, training systems, and related electronic/computer-controlled equipment.
  • Exicom Technologies India Private Limited: Business includes manufacturing, assembling, and servicing of electronics including communication equipment, networking equipment, Information Technology equipment, and security/surveillance equipment.
  • Hind Simulation Training Private Limited: Engaged in manufacturing, assembling, developing, testing, and servicing electronics including communication equipment, networking equipment, Information Technology equipment, security/surveillance equipment, drones, and UAVs.

Rationale for Amalgamation

The amalgamation is expected to provide:

  • Wider range of products and services through combined operations
  • Geographical diversification and enhancement of operational, organizational, and financial efficiencies
  • Cost savings and synergies through resource pooling
  • Integrated approach for financial consolidation, capital allocation, and cash management
  • Implementation of best practices and strategic advancement of process automation
  • Improved organizational capability through pooling of human capital with diverse skills and experience

Share Exchange Ratio

The amalgamation involves share-based consideration (no cash component):

  • For ETPL shareholders: 1,98,887 fully paid-up equity shares of face value ₹10 each of BDIL for every 10,000 fully paid-up equity shares of face value ₹10 each held in ETPL
  • For HSTPL shareholders: 9,49,545 fully paid-up equity shares of face value ₹10 each of BDIL for every 1,000 fully paid-up equity shares of face value ₹10 each held in HSTPL

The share exchange ratio is based on a valuation report dated 12th June 2026 from Independent Registered Valuers, with fairness opinion provided by a SEBI registered Category-I Merchant Banker on the same date.

Shareholding Pattern Changes

Pre-amalgamation shareholding pattern (on fully diluted basis, after implementation of NCLT order):

  • Promoter: 95,00,000 shares (95%)
  • Public: 5,00,000 shares (5%)
  • Total: 1,00,00,000 shares (100%)

This shareholding pattern reflects the implementation of the National Company Law Tribunal (NCLT), Mumbai Bench - I order dated 27th August 2024 (IA No. 1749/MB/C-I/2024), which partly allowed the Acquisition Plan resulting in promoter shareholding at 95% and public shareholding at 5%. BDIL has applied to SEBI under Regulation 19(5) of Securities Contract (Regulation) Rules, 1957 on 19th November 2025 seeking exemption from Minimum Public Shareholding requirements. The company has an 18-month period from the date of relisting of shares to increase public shareholding to 10% through a Follow-On Offer.

The post-amalgamation shareholding pattern will change subject to SEBI approval of the exemption application. Shares will be issued to ETPL and HSTPL shareholders based on the valuation report.