Megri Soft Limited disclosed that its Board of Directors, at a meeting held on September 18, 2026 (from 5:00 PM to 6:00 PM IST), approved and consented to the proposed allotment of additional ordinary shares by its UK-based subsidiary, Megrisoft Limited.

Following this approval, Megrisoft Limited allotted 540 ordinary shares with a nominal value of GBP 1 each at par to Ms. Aprajita Kohli, who is a Director of both Megri Soft Limited and Megrisoft Limited, and is a related party. This allotment was made in accordance with applicable UK laws, specifically the UK Companies Act 2006, its Articles of Association, and other requirements in England and Wales.

The allotment increased Megrisoft Limited's issued share capital from 160 ordinary shares to 700 ordinary shares. Consequently, Megri Soft Limited's shareholding was diluted from 62.50% to approximately 14.29%. As a result of this dilution and the cessation of control, Megrisoft Limited ceased to be a subsidiary of Megri Soft Limited with effect from September 18, 2026.

The reduction in shareholding occurred solely due to the fresh allotment by Megrisoft Limited. Megri Soft Limited did not sell or transfer any shares and received no consideration in connection with this allotment. Following the cessation of control, Megri Soft Limited will continue to hold its existing 100 ordinary shares in Megrisoft Limited as an investment.

Financial Impact of the Subsidiary

For the financial year ended March 31, 2026, Megrisoft Limited contributed:

  • Turnover: INR 54.96 lakh, representing approximately 18.84% of Megri Soft Limited's consolidated turnover.
  • Net Worth: INR 43.98 lakh, representing approximately 1.91% of Megri Soft Limited's consolidated net worth.

Related Party Transaction

Ms. Aprajita Kohli, the allottee, is a related party. However, the transaction was determined to be at arm's length by the Board of Megrisoft Limited, which considered the company's financial position, business conditions, and future prospects when setting the issue price. Megri Soft Limited emphasized it was not a party to any sale, purchase, or transfer and neither paid nor received any consideration.

Management Change

Concurrently, Mr. Mohnesh Kohli resigned from the Board of Directors of Megrisoft Limited, United Kingdom. His resignation was effective from the conclusion of the subsidiary's Board meeting held on September 18, 2026. The reason for his resignation was cited as the cessation of Megrisoft Limited as a subsidiary.