Notice of the 34th Annual General Meeting
Ordinary Business Items
1. Adoption of Financial Statements
To receive, consider and adopt the Standalone Financial Statements for the financial year ended March 31, 2026, including Balance Sheet, Statement of Profit and Loss Account, Cash Flow Statement, together with Reports of the Board of Directors and Auditors.
2. Re-appointment of Director
To appoint Mr. Vinoth Kumar Mohanadas (DIN: 07616951) who retires by rotation as a director and being eligible offers himself for re-appointment.
3. Re-appointment of Statutory Auditors
To re-appoint M/S M Sahu & Co Chartered Accountants (Firm Registration No. 130001 W) as Statutory Auditors for a term of four consecutive years commencing from conclusion of 34th AGM till conclusion of 38th AGM in 2030, on mutually agreed remuneration.
Special Business Items
4. Regularization of Additional Director - Ms. Adarshana Vinoth Kumar
To appoint Ms. Adarshana Vinoth Kumar (DIN: 11874427) as Non-Executive and Non-Independent Director with effect from August 14, 2026 for a term of 3 years at remuneration of ₹9,60,000 per annum. She is daughter of Mr. Vinoth Kumar Mohanadas.
5. Regularization of Additional Director - Mr. Dhiraj Kapur
To appoint Mr. Dhiraj Kapur (DIN: 06640033) as Non-Executive and Independent Director for a term of 5 consecutive years commencing from August 14, 2026.
6. Appointment of Managing Director
To appoint Mr. Senthil Kumar Bellan (DIN: 11536666) as Managing Director for 5 consecutive years commencing from July 14, 2026 ending July 13, 2031 at remuneration of ₹38,40,000 per annum.
7. Increase in Authorized Share Capital
To increase authorized share capital from ₹35,00,00,000 (3.5 crore equity shares of ₹10 each) to ₹70,00,00,000 (7 crore equity shares of ₹10 each) and consequent alteration of Memorandum of Association.
8. Adoption of New Memorandum of Association
To adopt new MOA in accordance with Table A of Schedule I to Companies Act, 2013, substituting existing MOA framed under Companies Act, 1956.
9. Adoption of New Articles of Association
To adopt new AOA in conformity with Companies Act, 2013, substituting existing AOA framed under Companies Act, 1956.
10. Preferential Issue for Acquisition of Emageia Pty Ltd
To issue 70,52,593 equity shares at ₹27 per share (₹10 face value + ₹17 premium) to TK7 Holdings Pty Ltd for consideration other than cash (share swap) towards acquisition of 1,15,00,000 ordinary shares (100% stake) of Emageia Pty Ltd, Australia.
Key Details of Acquisition:
- Total purchase consideration: USD 3,900,000 (₹37,13,19,000)
- Share swap component: USD 2,000,000 (₹19,04,20,000) via equity issuance
- Cash component: USD 1,900,000 (₹18,08,99,000)
- Conversion rate: 1 USD = ₹95.21 (as on August 31, 2026)
- Emageia Pty Ltd will become wholly owned subsidiary post-acquisition
- Relevant date for pricing: August 31, 2026
- Lock-in as per SEBI ICDR Regulations applicable
11. Preferential Issue of Equity Shares to Non-Promoters
To issue 1,25,59,507 equity shares at ₹27 per share to non-promoter category investors for cash consideration aggregating ₹33,91,06,689.
Utilization of Proceeds:
- ₹18.09 crore for acquisition of Emageia Pty Ltd
- ₹7.57 crore for funding business operations
- ₹8.25 crore for general corporate purposes
- Timeline: Within 24 months from receipt of funds
12. Preferential Issue of Warrants to Promoter
To issue 74,00,000 warrants at ₹27 per warrant to Vinoth Kumar Mohanadas (promoter) convertible into equity shares within 18 months, aggregating ₹19,98,00,000.
Warrant Terms:
- 25% payment on allotment, balance 75% on conversion
- Each warrant convertible into 1 equity share of ₹10 face value + ₹17 premium
- Unexercised warrants expire after 18 months with forfeiture of consideration
Utilization of Proceeds:
- ₹15.23 crore for AI engineering capability acquisitions
- ₹4.75 crore for general corporate purposes
13. Preferential Issue of Warrants to Non-Promoters
To issue 1,08,00,000 warrants at ₹27 per warrant to non-promoter category investors convertible into equity shares within 18 months, aggregating ₹29,16,00,000.
Utilization of Proceeds:
- ₹21.91 crore for business expansion and working capital
- ₹7.25 crore for general corporate purposes
14. Related Party Transactions Approval
To approve related party transactions with specified entities for aggregate value not exceeding ₹100 crore during period from 34th AGM to 35th AGM.
Specified Related Parties:
- Fore Solutions Private Limited (subsidiary): ₹30 crore
- Kerner Norland Pte Ltd (promoter group): ₹29.50 crore
- North Lark Pte Ltd: ₹30 crore
- 4 Impact: ₹8.50 crore
- CloudMarc Consultancy Private Limited: ₹2 crore
Financial and Capital Structure Impact
Current Capital Structure (as disclosed):
- Authorized Share Capital: ₹35,00,00,000 (3.5 crore shares of ₹10 each)
- Issued, Subscribed and Paid-up Capital: ₹19,70,00,000 (1.97 crore shares of ₹10 each)
Post-Issue Capital Structure (assuming full conversion):
- Total equity shares: 5,75,12,100 shares
- Total raised through preferential issues: ₹102.85 crore
- Promoter holding change: From 27.40% to 22.26% (after warrant conversion)
Voting Arrangements
- Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
- Cut-off date for voting rights: September 23, 2026
- CDSL appointed as e-voting agency
Important Dates
- Register of Members transfer books closure: September 24-30, 2026
- AGM date: September 30, 2026 at 2:00 PM
- Record date: September 23, 2026