Key Board Approvals

1. Alteration in Rights Issue Objects

The Board approved alteration in the objects for utilization of net proceeds of the Rights Issue of Equity Shares and change in Objects of Issue as stated in the Letter of Offer dated November 14, 2025. This approval is subject to member approval at the ensuing Annual General Meeting and other required approvals.

Financial Reallocation Details (₹ in Lakhs):

  • Investment in QeMFG Private Limited: No variation proposed. Retains ₹1,000.00 lakhs allocation with ₹700.00 lakhs balance to be utilized
  • Global market expansion: ₹660.00 lakhs reallocated from original ₹1,000.00 allocation. Revised allocation: ₹340.00 lakhs with ₹337.38 lakhs balance
  • QeMatic robotic automation: Entire ₹400.00 lakhs unutilized amount reallocated. Object eliminated
  • Organizational Transformation: ₹240.00 lakhs reallocated from original ₹340.00 allocation. Revised allocation: ₹100.00 lakhs with ₹93.39 lakhs balance
  • QeLearn acquisition: No variation. Entire ₹703.80 lakhs utilized
  • Additional QeLearn investment: Additional ₹100.00 lakhs allocated. Revised allocation: ₹652.00 lakhs with ₹100.00 lakhs balance
  • QeApps acquisition: New object introduced with ₹1,200.00 lakhs allocation
  • General Corporate Purposes: No variation. ₹1,983.66 lakhs allocation continues with ₹1,434.50 lakhs balance
  • Issue expenses: No variation. ₹38.75 lakhs fully utilized

Total Rights Issue Size: ₹6,018.21 lakhs remains unchanged

Total Utilized as on 30.06.2026: ₹2,152.94 lakhs

Total Balance to be Utilized: ₹3,865.27 lakhs

2. Modification of Rights Issue Terms

The Board approved modification of terms regarding the period for making outstanding calls on partly paid-up Equity Shares, subject to member approval.

Original requirement: Complete all calls within 12 months from allotment date (by December 19, 2026).

Modified requirement: No longer necessary to call outstanding subscription money within twelve months due to appointment of Monitoring Agency under SEBI ICDR Regulation 82.

First Call on partly paid-up Equity Shares has been made, with call money payable from September 2, 2026 to September 16, 2026.

3. Execution of Share Purchase Agreement for QeApps Acquisition

The Board approved execution of Share Purchase Agreement between Ace Software Exports Limited and existing shareholders of QeApps Private Limited.

Transaction Details:

  • Acquisition of 10,000 equity shares of QeApps Private Limited
  • Price: ₹12,000 per equity share
  • Total consideration: ₹12,00,00,000 (Twelve Crore Rupees)
  • Post-transaction: Company will hold 100% paid-up equity share capital of QeApps
  • QeApps will become Wholly Owned Subsidiary

QeApps Background:

  • Incorporated: September 06, 2023 (converted to private limited on May 04, 2025)
  • Turnover: FY 2025-26 – ₹95 lakhs; FY 2024-25 – ₹65 lakhs
  • Business: Technology and software solutions provider specializing in Shopify applications
  • Portfolio: 20+ Shopify applications including product bundling, upselling, checkout optimization
  • Global presence: 15+ countries, 10,000+ active installations

Transaction Classification: Related party transaction as certain promoters/promoter group members are shareholders of QeApps. Transaction is at arm's length based on valuation report by Jigar P. Shah, Chartered Accountant.

Industry: Information Technology (IT) and Software Services

Completion Timeline: Expected within twelve months from SPA execution, subject to shareholder approval, receipt of Rights Issue call money, and completion of formalities.

4. Annual General Meeting Arrangements

The 32nd Annual General Meeting is scheduled for Monday, September 28, 2026 at 01:00 P.M. at 9th Floor, Solitaire Connect, Nr. Gallops Motors, Makarba, S.G. Highway, Ahmedabad, Gujarat, 380051.

E-voting Details:

  • Start date: September 25, 2026 (9:00 a.m.)
  • End date: September 27, 2026 (5:00 p.m.)
  • Cut-off date for entitlement: September 21, 2026

Meeting Details

Board meeting commenced at 4:00 p.m. and concluded at 5:00 p.m. on September 03, 2026.

Authorizations

Mr. Amit M. Mehta, Managing Director & CEO authorized to sign the Share Purchase Agreement on behalf of the Company.