DRC Systems India Ltd

Acquisition: Skizzle Technolabs India Pvt Ltd

• Target is Skizzle Technolabs India Private Limited; description: line of business not disclosed.
• Proposed investment up to Rs 2 crore for 49% stake; to become associate.
• Acquisition to be completed in one or more tranches by 31 Mar 2027, subject to due diligence.
• Not a Related Party Transaction; Promoters have no interest.
• Regulatory approvals and definitive documents required, subject to approvals.
• Post-acquisition Skizzle would become an Associate Company.
• Aggregate consideration not exceeding Rs 2,00,00,000.
• Completion timeline aligned to March 31, 2027.

Disinvestment: Inexture Solutions Limited

• Disinvestment of entire 49.18% stake in Inexture Solutions Limited.
• Upon completion, Inexture will cease to be an Associate.
• Turnover Rs 1,902.88 Lakhs; net worth Rs 195.17 Lakhs as on 31 Mar 2026.
• Sale agreement entered into on or before Oct 26, 2026.
• Expected completion within 60 days.
• Consideration not exceeding Rs 1.02 Crores.
• Buyers are individuals; not belonging to promoter group.
• Transaction not related party; promoters have no interest.

AGM Details

• Date and time: 17 September 2026 at 11:00 AM; mode: VC/OAVM.
• Record date: 10 September 2026; remote e-voting window: 13–16 September 2026.
• Shareholders attending via VC: Promoter Group 4, Public 50.
• Total shareholders on record as of cut-off: 28,524.

Resolutions and Outcomes

• Resolution 1: Adoption of financial statements; ordinary; approved.
• Resolution 2: Appointment of Sanket Khemuka as Director; ordinary; approved.
• Resolution 3: Re-appointment of Hiten Ashwin Barchha as Managing Director; special; approved.
• Resolution 4: Re-appointment of Janmaya Preyas Pandya as Executive Director; special; approved.

Voting Results

• Resolution 1: Passed with overwhelming in-favour.
• Resolution 2: Passed with majority; small opposition.
• Resolution 3: Passed with majority; small opposition.
• Resolution 4: Passed with majority; small opposition.

AGM details

• AGM held Sept 17, 2026 at 11:00 AM via VC/OAVM.
• Record date for voting Sept 10, 2026; total shareholders on record 28,524.
• Attendance via VC: 4 Promoter Group, 50 Public shareholders.
• Remote e-voting window: Sept 13–16, 2026; unblocked Sept 17.

Resolutions and outcomes

• Ordinary: adopt standalone and consolidated financial statements; approved.
• Ordinary: re-appointment of Sanket Khemuka as Director; approved.
• Special: re-appointment of Hiten Ashwin Barchha as Managing Director; approved.
• Special: re-appointment of Janmaya Preyas Pandya as Executive Director; approved.

Director changes

• Sanket Khemuka re-appointed as Director, retire by rotation.
• Hiten Ashwin Barchha re-appointed as Managing Director.
• Janmaya Preyas Pandya re-appointed as Executive Director.

AGM Details

• Held on 17 September 2026 via VC/OAVM.
• Remote e-voting opened 13–16 September 2026; voting at AGM possible.

Key Resolutions

• Ordinary Resolution: Adopt audited standalone and consolidated financial statements.
• Ordinary Resolution: Re-appoint Sanket Khemuka as Director.
• Special Resolution: Re-appoint Hiten Ashwin Barchha as Managing Director.
• Special Resolution: Re-appoint Janmaya Preyas Pandya as Executive Director.
• Voting results for all resolutions to be submitted separately.

Financial highlights

• Consolidated revenue from operations: ₹9,550.5 Lakhs, up 46% YoY.
• EBITDA: ₹2,832.6 Lakhs, up 34% YoY.
• PAT: ₹1,932.2 Lakhs, up 28% YoY.
• PBT: ₹2,099.4 Lakhs, up 24% YoY.
• EBITDA margin: 29.7%.
• Net profit margin: 19.8%.
• Revenue growth since FY2021-22, fivefold growth.
• Earnings per share: ₹1.40.

Geography & segment mix

• Geography mix: India ₹3,284.65L; UAE ₹413.22L; Others ₹1,167.72L.
• Single IT/ITES segment in consolidated results.

Capital allocation & capital structure

• Preferential issue: 1,00,00,000 shares at ₹25 each; ₹2,500 Lakhs raised.
• Authorized share capital increased to ₹17.5 Crore.
• Issued capital rose to ₹14.4081 Crore post issue.

Governance & leadership

• MD Hiten Barchha re-appointed for 3 years from Nov 9, 2026; up to ₹1.50 Crore.
• Executive Director & CFO Janmaya Pandya re-appointed for 3 years from Jan 6, 2027; up to ₹1.00 Crore.
• Board meetings held: 8 in FY2025-26.
• Independent Directors re-appointed for second five-year terms.

Audits & internal controls

• Statutory auditors: Rajpara Associates; Secretarial auditor: Jitendra Leeya.
• Standalone and consolidated audits issued with unmodified opinions.
• Internal controls robust; active internal audit and board oversight.
• No material internal-control weaknesses reported.

Risks & opportunities

• Geopolitical and economic volatility pose key business risk.
• AI governance and data privacy present growth opportunities.

People & CSR

• Total workforce: 197 as of 31 March 2026.
• CSR spend: ₹6.50 Lakhs in FY2025-26.

Outlook & strategy

• Plan to broaden enterprise engagement and deepen AI offerings.
• Aim to scale AI ecosystem and expand delivery capacity.