Board Meeting Details

The Board of Directors meeting was held on November 13, 2026 from 04:00 P.M. to 06:00 P.M. The board approved and took on record the following items:

1. Un-audited Standalone and Consolidated Financial Results for half year ended September 30, 2026

2. Limited review report of Statutory Auditor with Unmodified Opinion

3. Declaration pursuant to Regulation 33(3)(d) of SEBI LODR Regulations

4. Declaration pursuant to Regulation 33(2)(a) of SEBI LODR Regulations

5. Statements of Deviation(s) and variation(s) under Regulation 32

6. Statement of Related Party Transactions

7. Appointment of two Additional (Independent) Non-Executive Directors

Financial Results - Standalone (₹ Lakhs)

Balance Sheet Position as at September 30, 2026:

  • Total Equity and Liabilities: ₹6,143.36 (vs ₹5,334.13 as at March 31, 2026)
  • Shareholders' Funds: ₹5,257.62 (vs ₹4,469.49)
  • Share Capital: ₹1,184.28 (vs ₹1,083.42)
  • Reserves and Surplus: ₹4,073.34 (vs ₹2,982.87)
  • Money received against share Warrants: ₹0.00 (vs ₹403.20)
  • Non-current liabilities: ₹33.32 (vs ₹29.45)
  • Current liabilities: ₹852.42 (vs ₹835.19)

Profit and Loss for half year ended September 30, 2026:

  • Revenue from operations: ₹658.41 (vs ₹972.65 in H1 FY26)
  • Other income: (₹4.39) (vs ₹5.85 in H1 FY26)
  • Total Income: ₹654.02 (vs ₹978.50 in H1 FY26)
  • Total expenses: ₹185.20 (vs ₹540.54 in H1 FY26)
  • Profit before tax: ₹468.82 (vs ₹437.96 in H1 FY26)
  • Tax expense: ₹119.12
  • Current tax: ₹122.27
  • Deferred tax: (₹3.15)
  • Profit for the period: ₹349.70 (vs ₹329.20 in H1 FY26)
  • EPS (Basic and diluted): ₹3.02 (vs ₹3.06 in H1 FY26)
  • Debt Equity Ratio: 0.02 (vs 0.03 in H1 FY26)
  • Debt Service Coverage Ratio: 21.38 (vs 19.22 in H1 FY26)
  • Interest Service/Coverage Ratio: 75.06 (vs 47.51 in H1 FY26)

Cash Flow Statement - Standalone:

  • Net cash from operating activities: ₹173.29
  • Net cash used in investing activities: (₹609.94)
  • Net cash from financing activities: ₹437.26
  • Net increase in cash: ₹0.60
  • Closing cash balance: ₹1.78 (vs opening ₹1.18)

Consolidated Financial Results (₹ Lakhs)

The consolidated results include three associate entities: Cafe Blockchain Private Limited, Ndear Technologies Private Limited, and Proex Advisors LLP.

Key Consolidated Figures:

  • Profit After Tax: ₹349.69
  • EPS: ₹3.02
  • The consolidated unaudited financial results include share of net loss after tax of ₹4.45 Lakh for the half year ended September 30, 2026 from three associates.

Director Appointments

The Board appointed two Additional (Independent) Non-Executive Directors for a first term of 5 consecutive years commencing November 13, 2026:

1. Ms. Swati P Panchal (DIN: 05281377) - Chartered Accountant, Founding & Managing Partner of Panchal S K & Associates, Independent Director of Soleos Energy Limited

2. Mr. Priteshkumar Patil (DIN: 06442471) - B.E. (Electronics & Communication), MBA (Operations), M.Phil. (Management), with over 17 years experience in e-Governance and homeland security

Both directors are not related to existing directors/promoters and are not debarred from holding director office.

Related Party Transactions

Total value of transactions during reporting period: ₹199.33 lakhs

Significant transactions include:

  • Advances to Proex Advisors LLP (Associate): ₹667.20 lakhs (RPT transaction limit approved in AGM)
  • Investments in Proex Advisors LLP: ₹582.72 lakhs
  • Loans to directors: Abhishek Jain (₹5.19 lakhs), Ashish Jain (₹1.40 lakhs), Yaman Saluja (₹13.74 lakhs)
  • Remuneration to directors: Ashish Jain (₹13.50 lakhs), Yaman Saluja (₹12.00 lakhs), Abhishek Jain (₹3.00 lakhs)

Warrant Conversion and Forfeiture Details

The company had issued 26,13,100 convertible warrants of face value ₹10 each at price of ₹61 per equity share. Key developments:

  • Only 11,28,585 warrants were converted into equity shares
  • 14,84,515 warrants lapsed/expired due to non-exercise of conversion option within 18 months
  • Total warrant issue amount was ₹1593.99 lakhs, of which ₹914.83 lakhs received
  • ₹226.39 lakhs forfeited from lapsed warrants pursuant to SEBI Regulations

Fund Utilization

Funds raised through preferential issue were utilized as:

  • Working Capital Requirements: ₹715.83 lakhs (vs ₹800.00 lakhs allocated)
  • Capital Expenditure: ₹125.00 lakhs (vs ₹500.00 lakhs allocated)
  • General Corporate Purpose: ₹74.00 lakhs (vs ₹293.99 lakhs allocated)

The company confirmed no deviation/variation in use of funds raised.

Dividend Declaration

The board does not recommend paying any interim dividend for Financial Year 2026-27.