Nature of the Disclosure

Regulatory filing pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding the outcome of the Board of Directors meeting.

Key Quantitative Figures

Financial Performance (Standalone) for FY26:

  • Revenue from Operations: ₹22,081.81 Lakhs (FY25: ₹13,073.38 Lakhs)
  • Other Income: ₹149.12 Lakhs (FY25: ₹74.10 Lakhs)
  • Total Revenue: ₹22,230.93 Lakhs (FY25: ₹13,147.48 Lakhs)
  • Profit Before Tax: ₹2,320.18 Lakhs (FY25: ₹1,165.14 Lakhs)
  • Net Profit: ₹1,436.78 Lakhs (FY25: ₹902.76 Lakhs)
  • Earnings Per Share (Basic): ₹7.48 (FY25: ₹5.51)

Financial Position (Standalone) as of March 31, 2026:

  • Share Capital: ₹2,228.71 Lakhs
  • Reserves and Surplus: ₹9,371.93 Lakhs
  • Total Assets: ₹19,463.30 Lakhs
  • Cash and Cash Equivalents: ₹922.52 Lakhs

IPO Details:

  • IPO Date: October 7, 2025
  • Shares Issued: 59,06,400 equity shares of face value ₹10 each
  • Issue Price: ₹100 per share
  • Gross Proceeds Raised: ₹5,906.40 Lakhs (₹59.06 Crore)

Loans and Investments (Standalone):

  • Investment in Subsidiary: ₹25.69 Lakhs
  • Loan to Avyom Foodtech Pvt Ltd: ₹58.59 Lakhs
  • Loan to IEY Educations Private Limited: ₹407.98 Lakhs

Non-Compliances Noted by Auditor (Annexure A):

  • Loans to Directors: ₹2.47 crore (₹47.33 lakh to Mr. Deepanshu Manchanda and ₹203.10 lakh to Mrs. Priya Aggarwal) in violation of Section 185 of Companies Act, 2013.
  • Overdue TDS: ₹28.27 lakh related to AY 24-25 outstanding for more than six months.

Dates of Action

  • Board Meeting: May 27, 2026 (commenced at 12:45 PM, concluded at 4:00 PM)
  • IPO Listing Date: October 7, 2025
  • Financial Year End: March 31, 2026
  • Auditor's Report Date: May 27, 2026

Parties Involved

  • Auditor: KRA & Co. (Firm Registration No.: 020266N)
  • Monitoring Agency: Care Ratings Limited
  • Stock Exchange: BSE Limited (SME Platform)
  • Regulator: SEBI

Statement of Deviation or Variation in IPO Fund Utilization (Half Year Ended March 31, 2026)

Overall Utilization:

  • Amount Raised: ₹59.06 Crore
  • Amount Utilized as of March 31, 2026: ₹40.48 Crore
  • Unutilized Amount: ₹18.58 Crore

Object-wise Utilization and Deviations:

| Object | Original Allocation (₹ Cr) | Utilized (₹ Cr) | Deviation (₹ Cr) | Remarks |

| Capital Expenditure | 10.68 | 4.04 | Nil | Utilization ongoing |

| Marketing Expenditure | 15.00 | 3.35 | 2.24* | Funds used on Google/Facebook ads instead of exclusively HT Media Platform |

| Working Capital Requirement | 25.00 | 24.83 | 12.33 | FY26 deployment proposed ₹12.50 Cr; actual exceeded by ₹12.33 Cr |

| General Corporate Purpose | 2.18 | 2.12 | 1.03 | FY26 deployment proposed ₹1.09 Cr; actual exceeded by ₹1.03 Cr |

| Issue Expenses | 6.21 | 6.14 | ** | GST paid from IPO proceeds though prospectus stated issue expenses exclusive of taxes |

*Deviation amount represents excess over FY26 proposed deployment schedule.

**Exact GST deviation amount not quantified in Monitoring Agency Report.

Nature of Deviations:

1. Part of unutilized IPO proceeds (₹16.99 crore) parked in mutual funds and later moved to fixed deposits.

2. GST on IPO expenses paid from IPO proceeds, contrary to prospectus which stated issue expenses were exclusive of taxes.

3. Working Capital and General Corporate Purpose utilization exceeded the FY26 deployment schedule.

4. Marketing expenditure incurred through channels other than the specified HT Media Platform.

Board Comments on Deviations:

  • IPO funds utilized for issue expenses excluding GST; remaining portion used for pre-IPO issue expenses.
  • Proposed amounts under Working Capital and General Corporate Purposes were estimates; actual timing depends on business factors.
  • Marketing funds utilized through HT Media and other channels based on estimated returns from each channel.

Financial or Operational Impact

  • The company has disclosed pending litigations but their financial impact is not quantified.
  • The auditor's report contains no material qualifications but highlights key audit matters and specific non-compliances.
  • The deviations in IPO fund utilization are noted by the monitoring agency and reviewed by the Audit Committee.

Capital Structure Impact

  • Post-IPO, the paid-up equity share capital increased to ₹2,228.71 Lakhs.
  • No further capital changes reported in this disclosure.

Cash Flow Implications

  • Net cash flow from operating activities: (₹4,780.46) Lakhs (Standalone)
  • Net cash flow from investing activities: (₹2,268.29) Lakhs (Standalone)
  • Net cash flow from financing activities: ₹7,877.47 Lakhs (Standalone), primarily from IPO proceeds and borrowings.

Forward-Looking Guidance

No explicit forward-looking guidance or management commentary provided in this disclosure.