1. Annual General Meeting and Record Date

  • The 34th Annual General Meeting (AGM) of the company is scheduled for Wednesday, 30th September 2026 at 02:00 PM at Building No. 351, Door 1A, 1st Floor, Avvai Shanmugam Salai, Gopalapuram, Chennai, Tamil Nadu, 600086.
  • The Share Transfer Book and the Member's Registers of the Company shall remain closed from Thursday, 24th September 2026 to Wednesday, 30th September 2026 (both days inclusive) for the AGM.
  • The cut-off date to ascertain the eligibility of members to cast votes through remote voting and for voting/polling at the AGM is Wednesday, 23rd September 2026.

2. Reappointment of Statutory Auditor

  • The Board approved the re-appointment of M/S M Sahu & Co Chartered Accountants as the Statutory Auditor from the conclusion of the ensuing AGM for a period of 4 years, till the conclusion of the AGM for the financial year 2029-2030, subject to member approval.
  • M Sahu & Co is described as a distinguished firm serving a broad spectrum of clients including Multi-National Companies, large corporates, and Small and Medium Enterprises across various industries.

3. Increase in Authorized Share Capital

  • The Authorized Share Capital of the Company is increased from ₹35,00,00,000 (Rupees Thirty-Five Crores only) to ₹70,00,00,000 (Rupees Seventy Crores only).
  • The Memorandum and Articles of Association of the Company will be amended accordingly.

4. Acquisition of Emagcia Pty Ltd

  • The Board approved the 100% acquisition of the equity shares of Emagcia Pty Ltd, an Australian proprietary company.
  • Total Purchase Consideration: ₹37,13,19,000 (Rupees Thirty-Seven Crores Thirteen Lakhs Nineteen Thousand only).
  • The consideration consists of:
  • Share Swap: ₹19,04,20,000 (Rupees Nineteen Crores Four Lakhs Twenty Thousand only) via issuance of 70,52,593 equity shares to TK7 Holdings Pty Ltd (sole shareholder of Emagcia)
  • Cash: ₹18,08,99,000 (Rupees Eighteen Crores Eight Lakhs Ninety-Nine Thousand only)
  • The acquisition is part of the company's strategic vision to emerge as a recognized player in AI Infrastructure and Enterprise Infrastructure business.
  • Emagcia Pty Ltd was incorporated on December 4, 2019 in Victoria, Australia, and operates under the business name "Kyber Marketplace" (registered from February 13, 2026). It is a curated marketplace for AI-powered software tools for SMEs.
  • Financials of Emagcia Pty Ltd:
  • 2025 Total Revenue: AUD 2,90,669
  • 2026 Total Revenue: AUD 10,17,789
  • The Promoter/promoter group/group companies have no interest in Emagcia Pty Ltd.
  • No governmental or regulatory approvals are required for the acquisition.
  • The indicative time period for completion of the acquisition is four months.

5. Preferential Issue of Securities

The Board approved the following preferential issue of securities in accordance with Chapter V of SEBI (ICDR) Regulations, 2018:

A. Equity Shares (Other than Cash)
  • 70,52,593 equity shares of ₹10 each at ₹27 per share to TK7 Holdings Pty Ltd (as part of Emagcia acquisition consideration)
B. Equity Shares (Cash) - Non-Promoters - Public Category
  • 1,25,59,507 equity shares of ₹10 each at ₹27 per share to 152 investors
  • Major allottees include:
  • Norocos Opportunities Fund PCC - Cell A: 25,00,000 shares
  • Manashavee Nimesh Joshi: 10,00,000 shares
  • Rajeshkumar Chandan: 9,00,000 shares
  • Nafex Bureau Private Limited: 9,00,000 shares

(Full list of 152 investors with individual allotments provided in annexure)

C. Convertible Warrants (Cash) - Promoters Category
  • 74,00,000 convertible warrants of ₹10 each at ₹27 per share to Vinoth Kumar Mohanadas
D. Convertible Warrants (Cash) - Non-Promoters - Public Category
  • 1,08,00,000 convertible warrants of ₹10 each at ₹27 per share to 3 investors:
  • Norocos Opportunities Fund PCC - Cell A: 54,00,000 warrants
  • Dhruvil Nimesh Joshi: 27,00,000 warrants
  • Rashmi Nimesh Joshi: 27,00,000 warrants
Warrant Conversion Terms
  • 25% of the warrant consideration payable at the time of application
  • Balance 75% payable at the time of conversion
  • Each warrant is convertible into 1 equity share
  • Conversion can be exercised at any time within a period of 18 months from the date of allotment

6. Board Report

  • The Board Report for the year ended 31st March 2026 was considered and approved.