Megri Soft Ltd

Meeting Details

• Board meeting on 22 October 2026; time/venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated results for quarter and half-year ended 30 September 2026.

Other Notes

• Trading window closed from 1 October 2026 for directors, promoters, and designated persons until 48 hours post-results.

Megri Soft Limited: Trading Window closed from Oct 1, 2026 for the quarter and half-year ended September 30, 2026; will remain closed until the expiry of 48 hours after the declaration of the unaudited financial results (Standalone and Consolidated).

Resignation of Megrisoft Limited director

• Mr Mohnesh Kohli, Director, Megrisoft Limited (UK); resigns Sept 18, 2026 following Megrisoft's cessation as Megri Soft subsidiary.

AGM Details

• 35th AGM held on Sept 2, 2026 at 02:30 PM IST via VC/OAVM.
• Record date: 26 August 2026; meeting conducted via VC/OAVM.

Key Resolutions

• Ordinary Resolution 1 to adopt audited financial statements and auditors' report for year ended Mar 31, 2026.
• Ordinary Resolution 2 to re-appoint Ms Aprajita Kohli after retirement by rotation.

Voting Results

• Resolution 1 passed with 100% in favour; no votes against.
• Resolution 2 passed; 99.9996% in favour, 0.0004% against.

Director Changes

• Director re-appointment: Ms Aprajita Kohli, retired by rotation, offered for re-appointment.

Auditors

• Auditors' report adopted; no new appointment disclosed.

Related Party Transactions

• No material related party transactions disclosed.

Other Approvals

• No other material approvals reported.

AGM details

• Date and time: September 2, 2026, at 2:30 PM IST.
• Mode: VC/OAVM; deemed to be held at the registered office.
• Remote e-voting: August 29–September 1, 2026.
• Meeting concluded: 3:11 PM IST.

Ordinary resolutions

• Adopt audited standalone and consolidated financial statements for year ended March 31, 2026.
• Re-appoint Aprajita Kohli, retires by rotation.

Voting results

• Results to be declared after Scrutinizer’s Report; currently pending.

Dividend

• Dividend: none announced.

Directors

• Director re-appointment: Aprajita Kohli to be re-appointed.

Auditors

• Statutory Auditor: Narinder Kumar and Company; reports unqualified.
• Secretarial Auditor: M/s K V Bindra & Associates.
• Scrutinizer: M/s Vikas Wasson and Associates.

Financial snapshot

• Standalone revenue FY2025-26: ₹236.82 lakh.
• Consolidated revenue FY2025-26: ₹291.78 lakh.
• Standalone PBT before tax: ₹81.75 lakh.
• Standalone PAT: ₹60.52 lakh.
• Consolidated PAT: ₹62.17 lakh.
• Standalone EPS: ₹1.93; Consolidated EPS: ₹1.96.
• Standalone net worth: ₹22.54 crore; Consolidated net worth: ₹22.82 crore.
• Authorised capital ₹3.30 crore; issued & paid-up ₹3.1407 crore.
• Revenue declined YoY: Standalone ₹236.82 lakh from ₹299.80 lakh.
• Revenue declined YoY: Consolidated ₹291.78 lakh from ₹355.64 lakh.
• No dividend declared for FY2025-26.
• Geography/segment focus remains IT/ITES with a UK subsidiary.
• UK subsidiary Megrisoft Limited is 62.50% owned and material.

Operations and segments

• Single operating segment: IT/ITES.
• Megrisoft Limited (UK) is a material subsidiary with 62.50% holding.
• Consolidated results include UK subsidiary; non-controlling interests shown separately.
• Strategic emphasis on expanding UK, US, Europe markets.

Capital and dividends

• No change in share capital; paid-up capital ₹31.407 million.
• Authorised capital ₹3.30 crore; issued ₹31.407 million.
• Board did not transfer any amount to General Reserve.

Subsidiaries and governance

• Megrisoft Limited (UK) is a material subsidiary; 62.50% holding.
• Consolidated statements include Megrisoft Limited; non-controlling interests disclosed.
• Statutory Auditor: Narinder Kumar & Company; Secretarial Auditor: KV Bindra & Associates.
• Board met six times; independent directors held separate meeting.

Audit, controls and compliance

• Internal controls are adequate; no material weaknesses observed.
• Internal audit conducted by external firm; reports reviewed by Audit Committee.
• Secretarial Audit Report with no qualifications; Annexures on RPTs included.
• No frauds reported by statutory or secretarial auditors.

Risk management and outlook

• Outlook: UK/Europe expansion; AI, SaaS, and digital services growth.
• Key risks: competition, regulatory changes, cybersecurity, talent retention.
• Mitigation: diversify client base, upskill workforce, strengthen data security.

Operational developments

• 57,000 sq ft IT facility at I.T. City, Mohali; one floor operational.
• Ongoing phased interior development to expand capacity.
• London subsidiary supports UK/Europe growth and service localization.
• Service expansion in digital marketing, AI, SaaS, and IT-enabled services.

Governance & disclosures

• Board includes a mix of Executive, Non-Executive and Independent Directors.
• Management Discussion and Analysis forms part of the Integrated Annual Report.
• Vigil mechanism/Whistle-Blower policy is in place and accessible on the website.

Board actions & results

• Board approved unaudited standalone and consolidated Q1 FY27 results with Limited Review Reports.

AGM scheduling

• 35th AGM set for Sep 2, 2026, 2:30 PM IST via VC/OAVM.

Shareholder voting

• Remote e-voting from Aug 29 to Sep 1, 2026; cut-off Aug 26.

Book closure

• Register of Members/book closure from Aug 27 to Sep 2, 2026.

Scrutinizer appointment

• Scrutinizer appointed: Mr. Vikas Wasson for AGM voting.

Director appointment

• Ms. Aprajita Kohli to be re-appointed by rotation, subject to members' approval.

Auditors' review

• Auditors’ review reports express an unmodified opinion.

Subsidiary disclosures

• Consolidated results include Megrisoft Limited UK; Q1 revenue 28.14 lakhs; PAT 0.36 lakhs.
• June 2025: subsidiary revenue 18.61 lakhs; PAT 1.55 lakhs.

Accounting notes

• Results prepared in accordance with Ind AS 34; IT/ITES is the primary, single segment.

Business model

• Primary business: IT/ITES services; no separate reportable operating segment.

Meeting Details

• Board meeting scheduled for Monday, August 3, 2026.

Key Agenda Items

• Consider unaudited standalone and consolidated results for quarter ended June 30, 2026, with Limited Review Reports.
• Approve the day, date, time and mode of the 35th AGM and related matters.
• Any other matter with the permission of the Chair.

Other Notes

• Trading window closed from July 1, 2026 for 48 hours post results declaration.

Fund utilisation status

• No funds were raised through any mode in the quarter.
• Deviation/Variation under Reg 32(1) is not applicable.
• Status of fund utilisation: not applicable.