Capricorn Systems Global Solutions Ltd

Scheme overview

• Proposed amalgamation between Transferor and Transferee companies.
• Board approved the scheme subject to regulatory approvals.
• BSE issued no adverse observation on Aug 20, 2026.

Regulatory approvals and status

• NCLT sanction required; six-month observation window to file.
• SEBI/stock exchange observations require extensive disclosures in petition.
• Observations to be incorporated in petition and notices.

Financial and structural impact

• Liabilities of Transferor to be transferred to Transferee.
• Equity shares, if any, to be issued in demat form.
• Required disclosures include shareholding pattern, valuations, and lender NOC.
• No adverse observations on listing/de-listing.

Status & next steps

• Observation letter valid for six months; scheme to be submitted to NCLT.
• Pending regulatory approvals and shareholder disclosures as per SEBI/Exchange.

Issue Overview

• Rights issue of equity shares.
• Total issue size and net proceeds revised due to reallocation of funds.
• Main objectives: working capital, general corporate purposes, and issue expenses.

Utilisation of Proceeds

• Utilisation largely as disclosed; no material deviations.
• Cost reallocation between objects: issue expenses redirected to GCP.
• Working capital: fully utilised.
• General Corporate Purposes: fully utilised.
• Issue related expenses: partially utilised; some idle funds.
• Unutilised funds held in a monitoring account.

Governance & Compliance

• All required statutory approvals obtained; board approvals confirmed.
• In-principle approval from the stock exchange.
• No material events or disputes affecting viability.
• No conflict of interest declared.

General Corporate Purpose (GCP)

• GCP allocations total utilised across multiple sub-heads (not itemized here).
• Board approval for allocation not explicitly stated.

Fund utilisation summary (Rights Issue)

• Mode of fund raising: Rights Issue.
• Date of fund raising: 25 February 2026.
• Amount raised: Rs 23.97 crore.
• Purpose: Statement confirms no deviation in fund utilisation.
• Monitoring agency: Infomerics Valuation and Rating Ltd.
• Audit Committee comments: No deviation noted.
• Auditors comments: NIL.
• Shareholder approval: Not applicable.
• Status: Fully utilised funds.
• General corporate allocation revised to 5.68 crore from 5.48 crore; 0.20 crore shifted from issue expenses.
• Working capital: allocated 18.00 crore; fully utilised.
• Issue expenses: utilised 0.29 crore; 0.20 crore reallocated to General Corporate Purposes.
• Original vs modified objects: Working capital unchanged; General Corporate Purpose increased; Issue Expenses reduced and reallocated.
• Total funds utilised equal to funds raised; status: fully utilised.

Financials

• Q1 FY27 unaudited revenue from operations Rs 8.18 crore.
• Software Development Rs 25.30 lakh; Processing & Trading in Agri Products Rs 792.39 lakh.
• Profit before tax Rs 12.51 lakh; after tax Rs 9.38 lakh.
• Current tax expense Rs 3.13 lakh; no discontinued operations in quarter.
• Earnings per share basic/diluted Rs 0.057 for the quarter.
• Unaudited results reviewed by Audit Committee; Board approved Aug 12, 2026.
• Two operating segments: Software Development; Processing & Trading in Agri Products.

Notes & outlook

• Labour codes increased employee costs; not treated as an exceptional item.
• Scheme of Amalgamation with Radical Bio-Organics approved; Appointed Date 01-Apr-2026; subject to approvals.

Dematerialisation status

• No dematerialisation/rematerialisation requests were received during the quarter ended 30 June 2026.

Financial results

• Board approved audited financial results for Q4 and year ended 31 March 2026.
• Results were standalone financial results of Capricorn Systems Global Solutions Limited.
• Statutory auditors issued an unmodified audit opinion on the annual audited results.

Other statements

• Audited balance sheet, cash flow statement, and segment information were included with the results.

Capital raising

• Company completed a rights issue of 2,39,76,000 equity shares of face value ₹10 each.
• Rights shares were allotted on 25 February 2026.

Regulatory and business disclosures

• Company said labour code changes increased employee benefit expenses.
• Company is evaluating further impacts of the new labour codes.
• Segment reporting covers Software Development and Processing and Trading in Agri Products.