Date: August 12, 2026

Board Meeting Outcomes

The Board of Directors meeting held on August 12, 2026 (7:55 PM to 8:30 PM) decided on the following business items:

1. Considered and approved the Unaudited Financial Results (Standalone and Consolidated) of the Company for the quarter ended June 30, 2026

2. Approved reclassification of Authorised Share Capital from ₹145 crores divided into (a) 22.5 crore Equity Shares of ₹2 each, (b) 50 lakh Cumulative/Non-Cumulative Redeemable Preference Shares of ₹100 each, and (c) 50 lakh Convertible Preference Shares of ₹100 each to ₹145 crores divided into (a) 47.5 crore Equity Shares of ₹2 each, (b) 25 lakh Cumulative/Non-Cumulative Redeemable Preference Shares of ₹100 each, and (c) 25 lakh Convertible Preference Shares of ₹100 each, subject to shareholder approval

3. Decided that the 40th Annual General Meeting will be held on Wednesday, September 16, 2026 at 11:00 AM (IST) through Video Conferencing

4. Appointed M/s. S K Jain & Co., Practicing Company Secretaries as Scrutinizer for the 40th AGM

5. Fixed Friday, August 28, 2026 as the Record Date for determining eligibility for final dividend for FY 2025-26

Financial Results (Consolidated)

Quarter Ended June 30, 2026 (Q1 FY2027):

  • Revenue from operations: ₹1,718.50 crore
  • Other income: ₹3.75 crore
  • Total income: ₹1,722.25 crore
  • Total expenses: ₹1,653.16 crore
  • Profit before exceptional items and tax: ₹80.04 crore
  • Exceptional items (expenses): ₹18.91 crore
  • Profit before tax: ₹61.43 crore
  • Tax expense: ₹5.21 crore
  • Profit for the period: ₹55.92 crore
  • Other Comprehensive Income: ₹2.52 crore
  • Total Comprehensive Income: ₹58.44 crore
  • EPS before exceptional items: Basic ₹4.21, Diluted ₹4.21
  • EPS after exceptional items: Basic ₹3.15, Diluted ₹3.15

Comparative Figures:

  • Quarter Ended March 31, 2026: Revenue ₹1,690.94 crore, Profit ₹64.76 crore
  • Quarter Ended June 30, 2025: Revenue ₹1,386.74 crore, Profit ₹47.43 crore

Segment Performance (Q1 FY2027):

  • System Integration: Revenue ₹1,412.54 crore, Segment result ₹138.57 crore
  • Technology Product Solutions: Revenue ₹267.06 crore, Segment result (₹14.11) crore
  • Others: Revenue ₹38.90 crore, Segment result (₹1.12) crore

Exceptional Items (Q1 FY2027):

  • Provision of severance expenses: ₹15.82 crore (BBX Inc. rationalization)
  • Foreclosure of leases: ₹3.09 crore (Holding Company and BBX)

Financial Results (Standalone)

Quarter Ended June 30, 2026 (Q1 FY2027):

  • Total income: ₹100.13 crore
  • Total expenses: ₹103.98 crore
  • Loss before exceptional item and tax: (₹3.85) crore
  • Loss before tax: (₹2.46) crore
  • Tax credit: (₹0.06) crore
  • Loss for the period: (₹2.40) crore
  • Other Comprehensive Income: ₹0.17 crore
  • Total Comprehensive Income: (₹2.23) crore
  • EPS after exceptional item: Basic (₹0.14), Diluted (₹0.14)

Dividend Declaration

The Board of Directors have recommended a final dividend of Re. 1 per equity share (face value ₹2) for the year ended March 31, 2026, payable subject to approval of shareholders at the 40th Annual General Meeting. Record date fixed as August 28, 2026.

Significant Notes to Financial Results

Foreign Exchange Compliance Issues:

  • Group has foreign currency trade payables amounting to ₹20.95 crores due for more than six months as of June 30, 2026
  • Foreign currency trade receivables and other assets amounting to ₹9.21 crores and ₹9.15 crores respectively outstanding for more than nine months
  • Applications filed for extension/condonation for payables aggregating ₹11.56 crores during quarter and ₹0.99 crores post-quarter
  • Applications filed for receivables aggregating ₹0.18 crores during quarter and ₹10.18 crores post-quarter
  • Management believes no material penalties/fines will be levied

ESOP Allotment:

  • Paid-up share capital increased from ₹35.50 Crores (177,495,255 equity shares) to ₹35.52 Crores (177,599,205 equity shares) due to allotment of 103,950 equity shares under ESOP Scheme, 2015

Labour Code Impact:

  • New Labour Codes effective November 21, 2025 resulted in past service cost recognition
  • Group accounted ₹5.55 Crores as exceptional item in FY2026
  • Company accounted ₹3.41 Crores as exceptional item in FY2026

Acquisition:

  • Group acquired 100% equity interest in 2S Inovagdes Tecnológicas effective May 1, 2026 for total purchase consideration of ₹496.59 Crore including deferred consideration and earn-out
  • Acquisition accounted as business combination under Ind AS 103
  • Purchase price allocation is provisional pending final determination of fair values

Subsidiaries:

  • Consolidated results include 76 subsidiaries as listed in Annexure 1
  • New subsidiary incorporated: Black Box Technologies Company, Saudi Arabia (February 19, 2026)