Detailed Summary

1. Unaudited Financial Results for Q1 FY27 (Quarter Ended June 30, 2026)

The Board considered and approved the Unaudited (Standalone and Consolidated) Financial Results for the quarter ended June 30, 2026, together with the Limited Review Report from Statutory Auditors Shah & Taparia Chartered Accountants.

Standalone Financial Highlights (₹ million):
  • Total Income: ₹25,550.4 (Q1 FY27) vs ₹23,534.6 (Q1 FY26)
  • Profit before tax: ₹339.4 (Q1 FY27) vs ₹332.0 (Q1 FY26)
  • Profit after tax: ₹254.4 (Q1 FY27) vs ₹265.2 (Q1 FY26)
  • EPS (Basic & Diluted): ₹0.07 (Q1 FY27) vs ₹0.08 (Q1 FY26)
  • Paid-up equity share capital: ₹3,492.3 million (Face Value ₹1 each)
Consolidated Financial Highlights (₹ million):
  • Revenue from operations: ₹26,804.0 (Q1 FY27) vs ₹12,802.1 (Q1 FY26) - 109% increase YoY
  • Total Income: ₹27,088.4 (Q1 FY27) vs ₹13,065.1 (Q1 FY26)
  • Profit before tax: ₹866.6 (Q1 FY27) vs ₹788.9 (Q1 FY26)
  • Profit after tax: ₹847.7 (Q1 FY27) vs ₹584.3 (Q1 FY26) - 45% increase YoY
  • EPS (Basic & Diluted): ₹0.24 (Q1 FY27) vs ₹0.21 (Q1 FY26)
  • Paid-up equity share capital: ₹3,492.3 million

2. Update – Increase in Investment Limit in Ratnaafin Capital Private Limited

The Board re-considered and approved increasing the investment limit from an amount not exceeding ₹66.00 Crores to not exceeding ₹70.00 Crores for acquiring not exceeding 2.50% stake of Post issue capital in Ratnaafin Capital Private Limited.

Key details:

  • Transaction does not fall within related party transaction
  • Promoters/Promoter group/group companies do not have any interest
  • Transaction to be completed in one or more tranches on or before March 31, 2027
  • All other details from earlier intimation dated May 29, 2026 remain unchanged

3. Scheme of Amalgamation

The Board approved the draft Scheme of Amalgamation for the amalgamation of Nueromind Technologies Private Limited (Wholly Owned Subsidiary) with and into AvenuesAI Limited under Sections 230 to 232 of the Companies Act, 2013.

Key details:

  • Nueromind (Transferor Company): Paid-up capital ₹112,230, Turnover ₹4.80 crore as of March 31, 2026
  • AvenuesAI (Transferee Company): Paid-up capital ₹349.23 crore, Turnover ₹7,584.68 crore as of March 31, 2026
  • Scheme subject to approvals from NCLT and other statutory/regulatory authorities
  • Rationale includes simplification of group structure, consolidation of complementary businesses, and reduction of administrative costs
  • No cash consideration or change in shareholding pattern as it's a wholly-owned subsidiary merger

4. Variation in Objects of the Rights Issue

The Board approved variation in the objects of the Rights Issue as set out in the Letter of Offer dated June 19, 2025. The company will directly undertake advanced technology development and AI Software related activities instead of making proposed investment through Nueromind Technologies Private Limited.

Financial details:

  • Amount allocated as per Letter of Offer: ₹29,399.59 lakhs
  • Amount utilized till date: ₹944 lakhs
  • Amount remaining unutilised: ₹28,455.59 lakhs
  • Amount proposed to be utilised: ₹28,455.59 lakhs
  • Shareholders' approval required by Special Resolution

5. Consolidation of Equity Shares

The Board approved consolidation of existing 10 Equity Shares of ₹1 each into 1 Equity Share of ₹10 each, fully paid-up, subject to shareholder approval.

Capital structure impact:

  • Pre-consolidation: Authorized Share Capital ₹700 crore, Issued & Subscribed Share Capital ₹349.64 crore
  • Post-consolidation: Authorized Share Capital ₹700 crore, Issued & Subscribed Share Capital ₹349.64 crore
  • Number of shares will reduce from 349,64,20,770 to 34,96,42,077
  • Expected completion: Within 3 months from date of AGM conclusion

6. Convening of 16th Annual General Meeting

The Board convened the 16th Annual General Meeting on Tuesday, September 29, 2026 at 11:00 a.m. IST through Video Conferencing/Other Audio Visual Means.

7. Last & Final Reminder cum Forfeiture Notice

The Board approved sending Last & Final Reminder cum Forfeiture Notice for payment of First and Final Call Money of ₹5 per Partly Paid-up Equity Share issued on Rights Basis.

Key details:

  • Payment period: August 17, 2026 to August 31, 2026
  • Amount due: ₹5 per share (₹0.50 face value + ₹4.50 securities premium)
  • Failure to pay will result in forfeiture of shares including amount already paid
  • Payment modes: NEFT/RTGS/Net Banking/Demand Draft

8. Rights Issue Proceeds Utilization (as of June 30, 2026)

The company had allotted 69,99,85,723 partly paid-up Equity Shares at issue price of ₹10 each (including ₹9 premium) against receipt of ₹5 per share aggregating to ₹3,499.93 million.

Utilization summary:

  • Net amount received from rights issue: ₹6,959.8 million
  • Total utilization: ₹3,287.9 million
  • Unutilized amount: ₹3,671.9 million
  • Amount yet to be received: ₹40.1 million

Breakdown of utilization:

  • Investment in Infibeam Projects Management: ₹698.4 million (fully utilized)
  • Investment in Nueromind Technologies: ₹94.4 million out of ₹2,940.0 million allocated
  • Investment in Rediff.com India: ₹767.0 million out of ₹876.6 million allocated
  • Funding acquisitions and general purposes: ₹1,693.5 million out of ₹2,438.9 million allocated
  • Rights issue expenses: ₹34.6 million out of ₹46.0 million allocated

9. Business Segment Information

The company now operates in a single business segment - Payment Business (Payment Gateway business with CC Avenue brand and payment infrastructure). During previous year, the Platform Business Undertaking was transferred to Rediff.com India Limited through slump sale and is disclosed as discontinued operations.

10. Labour Codes Impact

The company disclosed statutory impact of new Labour Codes amounting to ₹2.0 million (standalone) and ₹33.5 million (consolidated) primarily due to change in wage definition, presented as exceptional items.

11. Strategic Priorities for FY27

The company outlined three strategic priorities:

1. Unlocking value of Rediff by combining its digital ecosystem with AvenuesAI's capabilities

2. Expanding CCAvenue payments in the United States market

3. Building AvenuesAI Transaction Intelligence Score (TISco) for transaction behavior analysis

12. FY27 Outlook

The company expects:

  • Consolidated revenue: ₹110,000 million to ₹130,000 million (₹11,000 crore to ₹13,000 crore)
  • EPS: ₹8.75 to ₹9.50 per share (based on proposed ₹10 face value post-consolidation)

13. Board Meeting Timing

The Board Meeting commenced at 11:00 a.m. and concluded at 02:10 p.m. on August 11, 2026.

All documents are available on the company's website at www.avenuesai.com.