Company Overview

Mirza International Limited (BSE: 526642, NSE: MIRZAINT), a leading footwear and leather products manufacturer, issued its 47th Annual General Meeting notice and annual report for FY 2025-26. The company operates with 4 integrated manufacturing facilities across Unnao and Greater Noida with annual production capacity of 4.3 million pairs.

Financial Performance Highlights

Consolidated Results (FY26)

  • Revenue from Operations: ₹52,723 lakh (FY25: ₹58,123 lakh)
  • Total Income: ₹52,946 lakh (FY25: ₹58,275 lakh)
  • Loss Before Extraordinary Items: ₹1,868 lakh (FY25: ₹355 lakh loss)
  • Exceptional Items Gain: ₹1,861 lakh
  • Net Loss: ₹57 lakh (FY25: ₹329 lakh loss)
  • Basic EPS: ₹(0.04) per share (FY25: ₹(0.24))
  • Cash from Operations: ₹4,395 lakh (FY25: ₹2,824 lakh)

Standalone Results (FY26)

  • Revenue from Operations: ₹51,622.69 lakh (FY25: ₹56,958.40 lakh)
  • EBITDA: ₹2,167.21 lakh (FY25: ₹3,468.48 lakh)
  • Profit After Exceptional Items: ₹213.09 lakh (FY25: ₹(398.81) lakh loss)
  • Exceptional Items: ₹1,861.45 lakh gain
  • Segment Performance: Footwear Division profit ₹1,079.79 lakh, Tannery Division loss ₹(1,010.16) lakh

Balance Sheet Position

  • Total Assets: ₹69,156 lakh (Consolidated), ₹55,576 lakh (Standalone)
  • Cash & Equivalents: ₹3,244 lakh (Consolidated), ₹2,664 lakh (Standalone)
  • Total Equity: ₹56,280 lakh (Consolidated), ₹46,943 lakh (Standalone)
  • Debt Reduction: 100% reduction in debt equity ratio to 0.00 from 0.09

Significant Corporate Developments

Amalgamation of RTS Fashion Limited

The National Company Law Tribunal (NCLT) approved the Scheme of Amalgamation of RTS Fashion Limited (wholly owned subsidiary) with Mirza International effective April 1, 2025. Key aspects:

  • Accounted using pooling of interests method
  • Investment of ₹782.56 lakh in RTS eliminated against share capital
  • Assets taken over: Investment in Mirza UK (₹754.48 lakh), Advance to Mirza UK (₹492.20 lakh), Bank balance (₹13.31 lakh)
  • Surplus of ₹250.27 lakh credited to Capital Reserve
  • Mirza (UK) Limited became direct wholly owned subsidiary

Income Tax Search Proceedings

The Income Tax Department conducted search and seizure operations during September 11-16, 2025 at certain premises including the registered office. Cash, documents and electronic records were seized. Management is cooperating with authorities and based on available information and legal advice, believes no material adjustments are required in financial statements as of March 31, 2026. The matter involves significant management judgement regarding disclosures and financial implications.

Subsidiary Updates

Wholly-owned subsidiaries as of March 31, 2026 include Mirza (UK) Limited, Genesis Brands Private Limited, Genesis Brands Inc. (acquired July 7, 2025), and Genesis Brands UG (acquired February 13, 2026). Loans outstanding to subsidiaries: Mirza UK (₹492.20 lakh), Genesis Brands INC (₹64.71 lakh), Genesis Brands Private Limited (₹7.11 lakh).

AGM Details and Corporate Governance

  • 47th AGM Date: August 1, 2026 at 11:30 AM IST via Video Conference
  • Key Agenda Items: Adoption of financial statements, re-appointment of directors, ratification of cost auditor remuneration
  • Board Changes: Mr. Nirmal Sahijwani resigned as Whole-time Director (Feb 1, 2026), Mr. Aqeel Ahmad Khan appointed as Whole-time Director (June 1, 2026)
  • Director Re-appointments Proposed: Faraz Mirza, Tauseef Ahmad Mirza, Tasneef Ahmad Mirza, and Shahid Ahmad Mirza for 3-year terms
  • No dividend declared for FY 2025-26

Strategic Business Restructuring

The board has given in-principle approval for strategic restructuring of business verticals under evaluation. Potential demerger considerations include Leather Tannery Business, Footwear Manufacturing, and Branded Retail/E-commerce under Thomas Crick and Off the Hook brands. Implementation is subject to necessary approvals with terms yet to be finalized.

Contingent Liabilities and Risk Factors

Total contingent liabilities of ₹14,917.61 lakh including:

  • Tax Matters: ₹1,941.51 lakh (Income Tax), ₹12,136.63 lakh (GST), ₹144.47 lakh (VAT/CST)
  • Bank Guarantees: ₹162.19 lakh outstanding
  • Trademark Case: ₹100 lakh contingent liability
  • Employee Cases: ₹79.77 lakh

The company faces risks from changes in economic conditions, government policies, tax regimes, global economic developments, and the ongoing Income Tax search proceedings.