Adroit Infotech Ltd

AGM details

• AGM held on 14 August 2026 at 09:00 IST via VC/OAVM.
• Deemed venue: Registered Office; meeting concluded at 10:40 AM IST.

Key resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Adopt consolidated financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint Kanthi Reddy Sunkerneni by rotation.
• Ordinary: Revision in remuneration of CEO and COO of the material subsidiary.
• Ordinary: Forfeiture of partly paid-up equity shares.
• Special: Borrowing powers under section 180(1)(c) of the Companies Act, 2013.
• Special: Creation of charge/mortgage on assets under section 180(1)(a).
• Special: Approvals under section 186 for loans/guarantees/investments.
• Special: Approvals under section 185 for loans/guarantees to entities with director interests.
• Special: Approval of material related party transactions under SEBI LODR.
• Special: Modification of ESOP-2023 via Adroit Infotech Employees Welfare Trust.

Voting results

• Resolution 1 (Ordinary): Passed.
• Resolution 2 (Ordinary): Passed.
• Resolution 3 (Ordinary): Passed.
• Resolution 4 (Ordinary): Passed.
• Resolution 5 (Ordinary): Passed.
• Resolution 1 (Special): Passed.
• Resolution 2 (Special): Passed.
• Resolution 3 (Special): Passed.
• Resolution 4 (Special): Passed.
• Resolution 5 (Special): Passed.
• Resolution 6 (Special): Passed.

Governance notes

• Scrutinizer appointed: Ms. Sarada Putcha.
• Auditors' Report had no qualifications.
• Secretarial Audit Report had no observations.

Director changes

• Re-appointment by rotation: Kanthi Reddy Sunkerneni.

Auditor status

• No auditor appointments or changes reported.

Meeting Details

• Board meeting on 4 August 2026 at 4:00 PM at the Registered Office.

Key Agenda Items

• Approve unaudited standalone and consolidated financial results for the quarter ended 30 June 2026.
• Discuss any other matter as may be decided by the Board.

Other Notes

• Trading window closed from 1 July 2026 to 48 hours after results announcement.

Financial snapshot

• Consolidated revenue Rs 5,186.53 lakh; growth over prior year.
• Consolidated PAT Rs 329.87 lakh; notable rise from Rs 68.83 lakh.
• Consolidated EBITDA Rs 832.90 lakh; prior year Rs 893.54 lakh.
• Dividend not recommended for 2025-26.

Standalone performance

• Standalone revenue Rs 883.86 lakh; EBITDA Rs 176.94 lakh.
• Standalone PAT Rs -77.49 lakh.
• Note: standalone figures reflect single-entity operations.

Capital & liquidity

• Total borrowings Rs 2,566.40 lakh; short-term Rs 2,248.35 lakh; long-term Rs 318.05 lakh.
• Cash & cash equivalents Rs 3,948.72 lakh; working capital Rs 2,876.31 lakh.
• Dividend declared: none.

Rights issue and ESOP

• Rights issue: 30.91 lakh partly paid shares; 4.51 lakh allotted; 26.39 lakh to be forfeited.
• ESOP modification approved; fund via Trust; primary/secondary share acquisitions.

Governance & board

• Independent directors appointed: Raja Sekhar Reddy Jammula and Srinivas Ranganath Parankusam on 22-07-2025.
• Resignations: two independent directors ceased on 22-07-2025.
• Kanthi Reddy Sunkerneni appointed Woman Director on 07-08-2024.
• Board held five meetings in 2025-26.

Related party transactions & risk

• Material related-party transactions approved; details in explanatory statement.
• Year-end related-party balances: trade receivables Rs 167.73 lakh; loans Rs 411.35 lakh.
• Transactions with KMP and subsidiaries disclose significant interactions.

Audit & controls

• Statutory auditors Rao & Shyam; no qualifications.
• Internal financial controls adequate and operating effectively.
• Secretarial audit report compliant; no material issues.

Outlook & risks

• Outlook positive for IT sector; AI, cloud, cybersecurity demand.
• Risks include competition, talent, regulatory changes, FX volatility.
• Strategic focus on expanding customers and capabilities; disciplined capital management.

AGM Details

• 36th AGM on 14 August 2026 at 09:00 IST via VC/OAVM.
• Deemed venue: Registered Office of the Company.
• Record/Book closure: 04 August 2026 to 14 August 2026.

Ordinary Business

• Adopt standalone financial statements for FY2026.
• Adopt consolidated financial statements for FY2026.
• Re-appoint Kanthi Reddy Sunkerneni as director liable to rotate.
• Remuneration revision for Group CEO and Group COO of material subsidiary.
• Forfeiture of 2,639,910 partly paid-up shares; effective 22 May 2026.

Special Business

• Borrowing powers: up to Rs 100 crore fund-based and Rs 100 crore non-fund-based.
• Authority to create mortgage/charge on assets to secure borrowings.
• Loans/guarantees/securities/investments up to Rs 100 crore under Section 186.
• Loans/guarantees/securities to entities with directors’ interest up to Rs 50 crore.
• Approval of Material Related Party Transactions; abstentions by related parties.
• Modification of ESOP-2023 to enable trust-based implementation.
• Trust to acquire and administer ESOP shares; funding and governance approvals.

Director Appointment

• Kanthi Reddy Sunkerneni re-appointed; remuneration Nil.
• Shareholding: 19,65,000 shares; first appointed 07-08-2024.
• Attendance: 1 of 5 board meetings in 2025-26.

Dividend

• No dividend on equity shares recommended for FY2025-26.

AGM notices and disclosures

• Approved Notice, Board Report, Corporate Governance Report for year ended March 31, 2026.
• Approved 36th AGM on Aug 14, 2026 via VC/OAVM.
• Closure of Register and Share Transfer Books Aug 4-14, 2026.
• Cut-off date for voting: Aug 3, 2026; remote e-voting Aug 10-13, 2026.

Internal audit changes

• Resignation of Ravi Daryavesh as Internal Auditor, effective June 13, 2026.
• Appointment of Thirumareddy Praveen Kumar as Internal Auditor, effective June 13, 2026.

Scrutinizer appointment

• Appointed Ms. Sarada Putcha as Scrutinizer for remote e-voting and AGM voting.

Executive remuneration in subsidiary

• Remuneration revised for Group CEO and Group COO employed by subsidiary Verso Altima India, effective April 1, 2026.

Share forfeiture

• Forfeiture of 2,639,910 partly paid-up shares due to non-payment of calls; effective May 22, 2026.

ESOP modifications

• Modifications to AIL ESOP-2023 implemented via Employee Welfare Trust; subject to approvals.

Dematerialisation/rematerialisation status

• No dematerialisation/rematerialisation requests were received during the period.
• Details of dematerialised/rematerialised securities were furnished to all stock exchanges.
• Certificate from the registrar and transfer agent confirming the quarterly details is on record.

Meeting Details

• Scheduled for 20 July 2026 at 4:00 PM at the Registered Office.

Key Agenda Items

• Fix AGM date, time, venue; record date and book closure period; and issue AGM notice.
• Approve appointment of Scrutinizer for the AGM: Ms. Sarada Putcha.
• Accept resignation of Internal Auditor and appoint new Internal Auditor for FY 2026-27.
• Consider forfeiture of partly paid-up equity shares per Rights Issue.
• Consider salary revision of Group CEO and COO of the material subsidiary.
• Discuss any other matters as may be decided by the Board.

Other Notes

• No additional material notes disclosed beyond the agenda.