Axentra Corp Ltd

Dematerialisation processing status

• Securities dematerialised were confirmed to depositories and listed on exchanges where earlier securities are listed.
• Securities received for dematerialisation were mutilated and cancelled; depository name substituted as registered owner within prescribed time limit.

AGM Details

• AGM held Sept 30, 2026 at 2:00 PM; physical meeting with e-voting.
• Venue: Building No. 351, Door 1A, Avvai Shanmugam Salai, Chennai 600086.
• Meeting duration: 2:00 PM to 3:05 PM.
• Electronic voting open Sept 27–29; ballot voting available at meeting.

Key Resolutions

• Adoption of Financial Statements for year ended Mar 31, 2026 (Ordinary) – results by Oct 02, 2026.
• Re-appointment of Vinoth Kumar Mohanadas as Director liable to retire by rotation (Ordinary) – results by Oct 02, 2026.
• Appointment of M Sahu & Co Chartered Accountants as Statutory Auditors (Ordinary) – results by Oct 02, 2026.
• Regularization of Adarshana Vinoth Kumar as Non-Executive Non-Independent Director (Ordinary) – results by Oct 02, 2026.
• Regularization of Dhiraj Kapur as Non-Executive Independent Director (Ordinary) – results by Oct 02, 2026.
• Appointment of Senthil Kumar Bellan as Managing Director (Special) – results by Oct 02, 2026.
• Increase in Authorized Share Capital and MOA alteration (Ordinary) – results by Oct 02, 2026.
• Adoption of new MOA (Special) – results by Oct 02, 2026.
• Adoption of new AOA (Special) – results by Oct 02, 2026.
• Offer, Issue and Allot Equity Shares on Preferential Basis (Special) – results by Oct 02, 2026.
• Raising funds via preferential allotment to Non-Promoter Public (Special) – results by Oct 02, 2026.
• Raising funds via Warrants to Promoter Investor (Special) – results by Oct 02, 2026.
• Raising funds via Warrants to Non-Promoter Public (Special) – results by Oct 02, 2026.
• Approval for related party transactions with specified related parties (Special) – results by Oct 02, 2026.

Voting Status

• Voting results and Scrutinizer report to be submitted within 48 hours of AGM; posted online.

Axentra Corp Limited: Closure of Trading Window from 01st October, 2026 till 48 hours after the declaration of the Unaudited Financial Results for the quarter ended 30th September, 2026

agm_details

• 34th AGM on 30 September 2026, 2:00 PM, physical at registered office, Chennai; record date 23 September 2026.

agM_close_dates

• Share transfer register closes 24–30 September 2026 for AGM.

key_resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint Vinoth Kumar Mohanadas as Director liable to retirement by rotation.
• Ordinary: Re-appoint M Sahu & Co as Statutory Auditors for four years; remuneration to be mutually agreed.
• Ordinary: Regularize Adarshana Vinoth Kumar as Non-Executive, Non-Independent Director; Rs 9.60 lakh p.a.
• Ordinary: Regularize Dhiraj Kapur as Non-Executive Independent Director for five years.
• Ordinary: Appoint Senthil Kumar Bellan as Managing Director for five years; Rs 38.40 lakh p.a.
• Ordinary: Increase authorized share capital to Rs 70 crore; alter MOA accordingly.
• Special: Adopt a new Memorandum of Association (MOA).
• Special: Adopt a new Articles of Association (AOA).
• Special: Preferential issue of equity shares for Emageia acquisition; 70,52,593 shares; Rs 27 each.
• Special: Preferential issue to non-promoter public; up to 1,25,59,507 shares at Rs 27.
• Special: Warrants to promoter Vinoth Mohanadas; up to 74,00,000 warrants; 18-month conversion.
• Special: Warrants to non-promoter public; up to 1,08,00,000 warrants; 18-month conversion.
• Special: Omnibus approval for Related Party Transactions up to ₹100 crore with listed related parties.

auditor_changes

• Statutory auditor M Sahu & Co to be re-appointed for four-year term; remuneration to be mutually agreed.

capital_and_governance_changes

• Increase in authorized share capital to Rs 70 crore; MOA Clause V altered; listing to be pursued.

related_party_transactions

• Omnibus approval planned for related party transactions up to ₹100 crore with Fore Solutions, Kerner Norland, North Lark, 4 Impact, CloudMarc.

Financial snapshot

• Revenue from operations: 1,033.62 lakhs in FY2025-26.
• Total income: 1,075.07 lakhs; net profit: 104.11 lakhs.
• EPS: ₹0.57; net worth: ₹3,125.18 lakhs.
• Total assets: ₹4,131.83 lakhs; cash and bank balances ₹59.00 lakhs.
• Revenue is 100% IT solutions outside India; single segment.
• Cash and bank balances reflect ₹59.00 lakhs.
• Dividend: no dividend declared for FY2025-26.

Business developments

• Brand renamed to Axentra Corp Limited; IT/AI focus.
• Two preferential issues raised ₹31.3 crore; issued capital up to 1.97 crore shares.
• Acquired 51% of Fore Solutions on 3 June 2026.
• Fore Solutions becomes subsidiary; annual revenue ~₹127 crore; NVIDIA Elite partner.
• Chennai delivery hub established; expanding sales footprint.
• New management team established; enhanced governance.

Capital structure & funding

• Authorized share capital increased to ₹70 crore; MOA amended.
• Paid-up capital rose to ₹1,970 lakhs; 1,97,00,000 shares.
• Equity proceeds ₹3,108 lakhs from preferential issues.
• Promoter warrants up to 74 lakh issued to Vinoth Kumar Mohanadas.
• Non-promoter preferential issue up to 1,25,59,507 shares at ₹27.
• Net debt to equity ratio: 0.02; net debt ₹49.41 lakhs.

Governance changes

• Adarshana Vinoth Kumar added as Additional Director; remuneration ₹9.60 lakh.
• Dhiraj Kapur appointed Independent Director for five years.
• Senthil Kumar Bellan appointed Managing Director; remuneration ₹38.40 lakh.
• Palaniappan Kumarappan resigned as Non-Executive Director (w.e.f 14-08-2026).
• New MOA and AOA adopted; align with Companies Act.
• Board size seven; committee structure updates.

Related party transactions

• Omnibus approval for Related Party Transactions up to ₹100 crore.
• RPTs with Fore Solutions, Kerner Norland, North Lark, 4 Impact, CloudMarc.
• Transactions to be at arm's length; Audit Committee oversight.
• Approval period valid through next AGM; larger items need separate approval.

Audit, controls & compliance

• Auditor: M Sahu & Co; clean report with no qualifications.
• Secretarial Audit: MR-3; delays noted; management to strengthen compliance.
• CFO certificate confirms internal controls and regulatory compliance.
• Internal audit conducted; recommendations tracked.

Outlook & risks

• Outlook: growth via AI and IT services; organic and inorganic expansion.
• Risks: integration, regulatory approvals, competition, and talent availability.
• Fore Solutions post-close integration expected to strengthen growth and capabilities.

Target overview

• Emageia Pty Ltd, Australian IT/AI firm behind Kyber Marketplace for SMEs.
• Revenue: AUD 1,017,789 in FY2026; AUD 290,669 in FY2025.
• Not a related-party transaction; promoter group has no interest.
• Industry: Information Technology and Artificial Intelligence.
• Strategic rationale: expand into IT infrastructure; acquisition outside Axentra’s main housing business.
• Completion timeline: within four months.
• Share swap: 70,52,593 equity shares of Rs 10 at Rs 27 per share.
• Cash portion: Rs 18,08,99,000 toward the acquisition.
• Total purchase consideration: Rs 37,13,19,000.
• Acquired stake: 100% equity in Emageia; closing shares: 70,52,593.
• Background: Emageia Pty Ltd, incorporated 04 Dec 2019 in Australia; Kyber Marketplace.
• Presence: principal business location Victoria, Australia.
• Business: curated AI-powered SME tools marketplace; recurring revenue.
• Regulatory approvals: not applicable.
• Promoter interest: none.

Board changes

• Dr. Dhiraj Kapur appointed Independent Director; effective Aug 14, 2026; not debarred.
• Miss Adarshana Vinoth Kumar appointed Non-Executive Non-Independent Director; daughter of promoter Vinoth Kumar Mohanadas; effective Aug 14, 2026.
• Nirmal De Soysa Cooke categorised as Non-Executive Non-Independent Director; effective Aug 14, 2026.
• Palaniappan Kumarappan resigns as Additional Director; effective Aug 14, 2026.

Meeting Details

• Date of board meeting: 11 August 2026; time and venue not disclosed

Dematerialisation processing and listing

• Dematerialisation requests for quarter ended 30 June 2026 were processed and confirmed to depositories.
• Securities dematerialised have been listed on the stock exchanges where earlier issued securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification; depository name substituted as registered owner within timeline.