Covance Softsol Ltd

Covance SoftSol Limited: Trading Window closed from October 01, 2026 till 48 hours after the unaudited Standalone and Consolidated Financial Results for the 2nd quarter ended September 30, 2026.

Nature of exempted transaction and parties

• Exemption under Reg 10(1)(a)(i) for inter-se transfer by gift.
• Acquirer: Sambasiva Rao Madala (Promoter Group).
• Seller: Durga V L K Madala.
• Donee is father-in-law; immediate relative.
• Mode: Gift; no cash consideration.

Transaction details

• Date of acquisition: 28.08.2026.
• Shares transferred: 46,24,704; 20.88%.
• Pre-holdings: Sambasiva 1,77,600 (0.80%); Durga 1,43,36,112 (64.74%).
• Post-holdings: Sambasiva 48,02,304 (21.69%); Durga 97,11,408 (43.86%).
• Consideration: Gift.

Regulatory compliance and timelines

• 10(7) report filed within 21 days of acquisition.
• Fees paid: Rs 1,50,000 plus GST.
• 10(5) intimation to stock exchanges on 20.08.2026.
• 10(6) filings completed on 31.08.2026.
• Exemption conditions satisfied; disclosures made.

Governance impact

• Total promoter holding remains 71.71% before and after.
• Acquirer post-holding: 48,02,304 shares (21.69%).
• Seller post-holding: 97,11,408 shares (43.86%).
• Promoter group control remains with 71.71% total.
• No change in promoter status.

Financial performance

• Standalone revenue rose to Rs 7,968.07 Lakhs.
• Standalone PAT rose to Rs 3,169.98 Lakhs.
• Consolidated revenue from operations Rs 14,596.28 Lakhs.
• Consolidated PAT Rs 3,437.78 Lakhs.
• Standalone EPS (Basic) Rs 17.02; Consolidated Rs 18.46.
• Rights issue completed: 7,381,844 shares on 22 Sep 2025.

Capital structure & equity

• Authorized share capital increased to Rs 27 Crore.
• Paid-up capital after rights issue: Rs 2,214.55 Lakhs.
• Dividend for FY2025-26: Not declared.
• Long-term loan from Madala Holdings Limited: Rs 3,460.30 Lakhs.
• No debt other than related party loan in standalone.

Subsidiaries & consolidation

• SoftSol Resources Inc., USA is a wholly owned subsidiary.
• Subsidiary revenue USD 12,331,555; net profit USD 297,156.
• Consolidated statements include intercompany eliminations and translation adjustments.
• Subsidiary contributed to Group profitability.

Governance & leadership

• Board size six; independent majority.
• Aravind Kumar Madala appointed Additional Director from Sep 1, 2025; approved Nov 15, 2025.
• Bhaskar Rao Madala resigned Oct 25, 2025.
• Statutory Auditor Pavuluri & Co; Secretarial Auditor BSS & Associates; Internal Bhavani & Co.
• CEO/CFO certification of financial statements.

CSR & sustainability

• CSR committee formed; CSR policy disclosed on website.
• CSR spend Rs 14.06 Lakhs; 2% avg net profit Rs 14.05 Lakhs.
• Expenditure excludes administrative overhead; no capital assets created.

Outlook & risks

• Industry outlook: cloud, AI, automation; strong growth prospects.
• Risks: cybersecurity, data privacy, regulatory changes, talent retention.
• Management focus: innovation, market expansion, operational efficiency.

Transaction details

• Transaction type: inter-se transfer by gift within promoter group under Reg 10(1)(A)(i).
• Acquirer: promoter group member; Transferor: promoter group member.
• Exemption: Regulation 10(1)(A)(i) from open offer.
• Shares transferred: 46,24,704 shares (20.88% of diluted share capital).
• Method and consideration: gift with nil consideration.
• Pre-transaction holdings: transferor 64.74%, acquirer 6.97%.
• Post-transaction holdings: transferor 43.86%, acquirer 27.85%.
• Promoter group remains in control; intra-promoter transfer occurred.
• Regulatory filing: prior intimation under Regulation 10(5) to stock exchange.

Transaction overview

• Target Company: Covance Softsol Limited
• Disclosing Party: Sambasiva Rao Madala (Promoter & Promoter Group)

Transaction details

• Type: Acquisition of equity shares by gift
• Date: 28-08-2026
• Shares acquired: 46,24,704 (20.88%)
• Instrument: Equity shares
• Mode: Gift (off-market)

Pre-transaction holding

• Promoter group holding before: 1,58,79,710 shares (71.71%)

Post-transaction holding

• Sambasiva Rao Madala post-holding: 4,802,304 shares (21.69%)
• Promoter group total post-holding (as disclosed): 9,711,408 shares (43.86%)

Share capital context

• Total equity share capital: 2,21,45,533 shares (Rs 22,14,55,330)
• Total diluted share capital: 2,21,45,533 shares (Rs 22,14,55,330)

Key details

• Target Company: Covance Softsol Limited.
• Disclosing Party: Durga V L K Madala (Promoter) and Promoter Group; gift to immediate relative.
• Transaction Type: Disposal through off-market gift of shares.
• Pre-transaction holding: Durga V L K Madala held 1,43,36,112 shares (64.74%).
• Total pre-transaction promoter holding: 1,58,79,710 shares (71.71%).
• Transaction details: 46,24,704 shares transferred; 20.88% of paid-up capital.
• Post-transaction holding: Donor 97,11,408 shares (43.85%); recipient Sambasiva Rao Madala 48,02,304 shares (~21.69%).
• Date of transaction: 28-08-2026.
• Mode: Off-market transfer by gift.
• Share capital context: Pre/post equity capital Rs 22,14,55,330; 21,45,533 shares.
• Total diluted share capital: Rs 22,14,55,330 (21,45,533 shares).

Board approvals & results

• Board approves unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Audit Committee recommended results; Limited Review Report issued by Pavuluri & Co.
• AGM on 30 September 2026; registers closed 24–30 September 2026.
• E-voting facilities arranged with KFin Technologies.
• IT/ITES is the single operating segment; subsidiary Softsol Resources Inc. included in consolidation.