Innocorp Ltd

Dematerialisation status

• Dematerialisation requests processed; securities listed on the exchange where the earlier issues are listed.
• Security certificates received for dematerialisation mutilated and cancelled after verification; depositories updated as registered owner within 30 days.

Innocorp Limited trading window closed from 01.10.2026 till expiry of 48 hours after declaration of financial results for the quarter ended 30.09.2026

Financial highlights

• Quarter ended 30-06-2026: net loss ₹2.86 lakh; EPS ₹-0.04.
• Total expenses ₹2.86 lakh; depreciation ₹0.88 lakh.
• Employee benefit expenses ₹0.80 lakh.
• Other operating expenses ₹1.98 lakh.
• PBT (pre-tax) ₹-2.86 lakh; tax expense nil.
• Net comprehensive income ₹-2.86 lakh.
• Earnings per share: Basic & Diluted ₹-0.04.
• Board approved unaudited results and noted Limited Review Report.
• Company operates in a single segment.
• Quarter ended 31-03-2026: net profit ₹19.74 lakh; EPS ₹0.25; total income ₹21.25 lakh.
• Year ended 31-03-2026: net profit ₹-4.19 lakh; total income ₹21.25 lakh.
• 30-06-2025: net loss ₹-8.13 lakh; EPS ₹-0.10.

AGM Details

• Date and time: 08 August 2026 at 11:00 AM IST
• Mode: Physical AGM with e-voting and ballot voting
• Record date: 31 July 2026

Key Resolutions

• Adopt audited Balance Sheet and P&L for year
• Re-appoint Lakhmi VVV Garapati by rotation
• Appoint Statutory Auditors
• Re-appoint Neralla Seshagiri Rao as Independent Director
• Re-appoint Alapati Venkata Narasimha Rao as Independent Director
• Approve Scheme for Reduction of Share Capital

Voting Results

• Item 1: Passed by requisite majority
• Item 2: Passed by requisite majority
• Item 3: Passed by requisite majority
• Item 4: Passed by requisite majority
• Item 5: Passed by requisite majority
• Item 6: Passed; one dissent (10 votes)

Directors & Independent Directors

• Re-appointment of Lakhmi VVV Garapati by rotation
• Re-appointment of Neralla Seshagiri Rao as Independent Director
• Re-appointment of Alapati Venkata Narasimha Rao as Independent Director

Auditors

• Appointment of Statutory Auditors approved

Capital Reduction

• Scheme for Reduction of Share Capital approved

Meeting Details

• Date: 11 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited Q1 FY2026 financial results for the quarter ended 30 June 2026.

RTA certificate details

• RTA Certificate under Regulation 74(5) enclosed for the quarter.

Financial snapshot

• Revenue from operations for FY2025-26: Rs 21.25 lakh.
• Total income reported: Rs 21.25 lakh.
• Net loss for the year: Rs 4.19 lakh.
• Profit before tax: Rs 0.16 lakh.
• Tax expense: Rs 4.35 lakh; net loss after tax Rs 4.19 lakh.
• EPS: Rs -0.05 for the year.
• Standalone net worth: Rs 2.2737 crore; slight year-on-year decline.
• Paid-up capital: Rs 7.9414 crore across 79,41,400 shares.
• Accumulated losses: Rs 12.4447 crore; negative equity in other reserves.
• Cash and cash equivalents: Rs 0.65 lakh at year-end.
• Short-term borrowings: Rs 383.0 lakh.
• Current ratio: 1.36x; Debt-equity: 1.68x.
• Securities premium balance: Rs 6.4705 crore; to be utilized under the Scheme.
• Total assets: Rs 6.7956 crore.

Capital reduction plan

• Scheme reduces paid-up capital by 75% to Rs 5.95 crore.
• Post-reduction equity shares: 19,85,350; 10 Rs each.
• 59,56,050 shares cancelled; 79,41,400 pre-reduction shares.
• Securities premium write-off: Rs 6.47 crore; losses written off total Rs 12.42 crore.
• Post-reduction remaining equity Rs 1.9853 crore; post-reduction shares 19,85,350.
• Record Date to determine entitlements set after Effective Date.
• Effective Date upon NCLT confirmation and ROC filing; capital reduction takes effect thereafter.
• Fractional entitlements aggregated; trustee to dispose within 90 days; proceeds to shareholders.
• No payout to creditors; listing to continue on BSE; creditor rights unchanged.
• Shareholding pattern remains pro rata; promoters/public ownership percentages preserved.

Directors and auditors

• Lakshmi Garapati to seek re-appointment as Director (retiring by rotation).
• Neralla Seshagiri Rao and Alapati Narasimha Rao to be re-appointed Independent Directors.
• M N Rao & Associates re-appointed as Statutory Auditors for five years.
• M/s Sarada Manasa & Associates engaged as Internal Auditors.
• M/s P. S. Rao & Associates re-appointed as Secretarial Auditors; no qualifications reported.

AGM and resolutions

• 32nd AGM set for 08-Aug-2026 at registered office.
• Ordinary business: adopt audited financial statements and reports.
• Special business: re-appoint independent directors and approve capital reduction scheme.
• Notice includes Scheme of Reduction of Share Capital.
• E-voting window: 05-07 Aug 2026; cut-off date 31-Jul-2026.
• Proxy form and attendance slip enclosed; voting by poll at AGM.

Related party transactions

• Related party loans to the company from directors total Rs 383.0 lakh.
• Directors’ remuneration: Venkata Garapati 5.20 lakh; Karishma Hemraj Jain 2.40 lakh.
• Related parties include Inn Projects Pvt Ltd and Innovations Payment Services.

Governance and controls

• Secretarial audit report: no qualifications; compliance with applicable laws.
• Internal financial controls are adequate and operating effectively.
• No subsidiaries; risk management not applicable; governance framework in place.

Outlook and risks

• Market competition remains intense; turnover modest at Rs 21.25 lakh; losses persist.
• Capital reduction aims to restore net worth and expand capital access.
• Management plans export expansion and rural market diversification.

Auditor’s report highlights

• Auditors state financials present a true and fair view under Ind AS.
• Going concern assessment notes cash losses in 2026 and prior year.
• Internal controls are adequate; no material misstatements found.

Capital reduction scheme

• Scheme approved for reduction of paid-up capital and use of Securities Premium to write off losses.
• Approval subject to shareholders, Hyderabad NCLT, and other regulatory approvals.
• Total reduction ₹12.4265 Cr; ₹5.95605 Cr via share cancellation; ₹6.4705 Cr used to offset losses.
• Face value remains ₹10; reduction pro-rata; voting rights unchanged.
• Standalone restructuring; no creditor compromise, asset transfer, or cash payout.
• Not required to obtain stock exchange observation letter prior to filing.

AGM and notices

• Notice of 32nd AGM and Directors Report approved.
• 32nd AGM scheduled for 8 August 2026 at 11:00 AM.
• Scrutinizer appointed: Jineshwar Kumar Sankhala, Practicing Company Secretary.

Auditors and independent directors

• Statutory Auditors: M N Rao & Associates, second term from AGM 8 Aug 2026 to 37th AGM.
• Re-appointment of Independent Director Neralla Seshagiri Rao for second term (to 37th AGM).
• Re-appointment of Independent Director Alapati Venkata Narasimha Rao for second term (to 37th AGM).

Regulatory disclosures

• Annexure-B contains Regulation 30 disclosures for items 5-7.
• Noted SEBI Listing Regulations, no pre-obtaining stock exchange observation letter for scheme.

Innocorp Ltd trading window closed from 01.07.2026 till the expiry of 48 hours after the declaration of un-audited financial results for the first quarter ended 30.06.2026.

Meeting Details

• Date: July 4, 2026 (Saturday)

Key Agenda Items

• Consider and approve reduction of share capital in accordance with the Companies Act, 2013 and other statutory requirements
• Subject to approvals by shareholders, stock exchanges, regulators, and NCLT
• Any other matter(s) with the chair's permission

Other Notes