Cranes Software International Ltd

AGM Details

• Date and time: 30 September 2026, 01:45 PM.
• Mode: VC/OAVM; venue deemed at registered office.

Key Resolutions

• Adopt Audited Standalone Financial Statements for year ending 31 March 2026.
• Re-appoint Asif Khader as MD and Chairman for five years.
• Redesignate Akthar Begum from Independent Director to Non-Executive, Non-Independent Director.
• Approve Related Party Transaction.

Voting and Results

• Results to be declared after Scrutinizer's report on e-voting.
• No results disclosed in the filing.

Director Changes

• Reappointment: Asif Khader as MD and Chairman for five-year term.
• Redesignation: Akthar Begum as Non-Executive, Non-Independent Director.

Other Material Approvals

• Approval of Related Party Transaction.

Independent Director appointment

• Appointment of Manoj Bawa (DIN 01282046) as Independent Director; Special resolution passed; 87 members voted, 99.98% in favour.
• Postal ballot period was 10 August to 8 September 2026.

Financial snapshot

• Standalone FY2025-26 total income: 0.03 lakh; expenses: 2,005.59 lakh; PBT: -2,005.57.
• Standalone net loss for the year: 2,005.57 lakh; basic EPS: -1.32.
• Consolidated FY2025-26 total income: 791.28 lakh; PBT: -1,447.13; PAT: -1,439.34.
• Consolidated total comprehensive income: -1,435.66 lakh; consolidated EPS: -0.88.
• Consolidated assets: 2,476.11 lakh; consolidated equity: -86,015.51 lakh.
• YoY: Consolidated revenue down ~13.1%; Standalone revenue down ~97.4%.
• No dividend declared for FY2025-26.
• Net debt (Standalone) approx. 82,364 lakh; negative equity approx. 79,792 lakh.

Operations & strategy highlights

• FPT Academy International collaboration launched in Vietnam; ~240 students enrolled.
• FutureSkills (NASSCOM) partnership; 576 learners benefited.
• Campus training reached ~3,088 engineering students.
• FDPs conducted across 15 colleges nationwide.
• Cranes Varsity trained 6,536 learners across Colleges, Corporates, Defence, etc.
• Digital Learning Academy launched in FY2026-27.
• Core focus domains include Embedded Systems, AI/ML, IoT, EV, Cybersecurity.
• EdTech market opportunities projected around $200B globally.

Governance & leadership changes

• Manoj Bawa appointed Independent Director on 13-02-2026.
• Shital Darak Mandhana resigned as Independent Director on 09-09-2025.
• Apeksha Nagori resigned as Company Secretary on 06-06-2026.
• Promoter Asif Khader issued 4.0 crore equity shares at Rs 4.57; loan conversion.
• Paid-up capital increased to Rs 3,839.15 lakh; promoter stake 24.51% as of 31 Mar 2026.

Capital structure & shareholding

• Promoter holdings total 24.51% as at 31 Mar 2026; Techuni Ventures 17.91%; IBC Knowledge Park 6.84%.
• Largest holders: Techuni Venture Pvt Ltd (17.91%), Bank of India (5.88%).
• Total issued share capital rose to Rs 3,839.15 lakh after preferential issue.
• Promoters include Asif Khader and related entities; material shareholding changes disclosed.

Related party transactions

• Total related party transactions for FY2025-26: Rs 5,075.08 lakh.
• Systat Software Inc. receivable: Rs 3,166.34 lakh; Systat UK payable: Rs 436.62 lakh.
• Proland Software Pvt Ltd receivable: Rs 465.54 lakh; Cranes Varsity payable: Rs 804.85 lakh.

Audit, risk and compliance

• Auditors issued qualified opinions; going concern emphasis in both standalone and consolidated reports.
• Significant SEBI LODR and RBI compliance lapses reported; penalties noted; remediation planned.
• Secretarial audit flagged governance gaps; management to strengthen processes.
• Internal controls evaluated; recommendations implemented; further improvements anticipated.
• Ongoing litigation and regulatory matters; management pursuing favorable settlements.

Outlook, risks and management actions

• Management aims for debt resolution; moving toward a debt-free, IP-led model.
• Strategic pivot to expand EdTech and Hybrid/Online training offerings.
• Rationale: large FCCB and bank liabilities; winding-up risk remains until settlements occur.
• Industry outlook: EdTech growth and AI-enabled learning present upside if stability returns.

AGM details

• 41st AGM on 30 September 2026 at 1:30 PM via VC/OAVM.
• Venue: Registered Office, Bengaluru; meeting conducted via VC/OAVM.
• Record date for voting: 23 September 2026.
• Remote e-voting window: 27–29 September 2026.

Resolutions proposed

• Ordinary: Adopt standalone financial statements for the year ended 31 March 2026.
• Ordinary: Adopt consolidated financial statements for the year ended 31 March 2026.
• Special: Re-appoint Asif Khader as MD & Chairman for five years.
• Special: Redesignate Akthar Begum to Non-Executive, Non-Independent Director.
• Special: Approve related party transactions with specified related parties.

Director changes

• Re-appoint Asif Khader as MD & Chairman for five years, effective 7 September 2026.
• Akthar Begum redesignated to Non-Executive, Non-Independent Director, effective 12 August 2026.
• Age will exceed 70 during tenure; cooling-off not eligible for Independent re-appointment.
• Board authorized to execute documents to give effect to redesignation.

Related party transactions

• Proland Software Pvt Ltd – Receivables; 465.54 lakhs.
• Analytix Systems Pvt Ltd – Payables; 7.8 lakhs.
• Caravel Info Systems Pvt Ltd – Payables; 142.88 lakhs.
• Systat Software Asia Pacific Ltd – Payables; 51.04 lakhs.
• Cranes Varsity Pvt Ltd – Payables; 804.85 lakhs.
• Systat Softwares Inc – Receivable; 3166.34 lakhs.
• Systat Software UK Ltd – Receivable; 436.62 lakhs.
• Total related party transactions value: 5075.08 lakhs.

Book closure details

• Book closure period: 24 September 2026 to 30 September 2026 (inclusive).
• Purpose: for the 41st Annual General Meeting.
• Security type: Equity Shares.
• AGM date: 30 September 2026.

Board changes

• Re-appointment of Asif Khader as Managing Director and Chairman for five years (subject to AGM).
• Completion of Independent Director tenure of Akthar Begum; move to Non-Executive Director pending member approval.
• Appointment of Akthar Begum as Non-Executive Director, subject to member approval.

Key Decisions

• 41st AGM scheduled for 30 September 2026 via VC/OAVM.
• Record date fixed at 23 September 2026 for AGM eligibility.
• Register of Members and transfers closed from 24 to 30 September 2026 (inclusive).
• AGM Notice, Directors' Report, Annual Report and annexures approved.
• Re-appointment of Asif Khader as MD & Chairman for five years, subject to member approval.
• Board noted completion of Akthar Begum's Independent Director tenure.
• Redesignation of Akthar Begum from Independent Director to Non-Executive, Non-Independent, effective 12 Aug 2026.
• Appointment of Akthar Begum as Non-Executive Director, subject to member approval.
• Approval of related party transactions up to 5075.08 lakhs; Board authorized to finalize.
• Preferential allotment of 4 crore shares to Asif Khader at Rs 4.57; capital up by Rs 800 lakhs.

Meeting Details

• Board meeting scheduled on Friday, 14 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve standalone and consolidated unaudited financial results for quarter ended 30 June 2026.

Other Notes

Resolution purpose

• Special resolution to appoint Manoj Bawa as Independent Director.
• Term five years commencing 30 May 2026, not liable to retire by rotation.
• Subject to independence declarations and compliance with Companies Act and SEBI LODR.
• Board has recommended the Special Resolution for approval.

Director background and independence

• Manoj Bawa has 35 years’ global finance and governance experience.
• He is a Chartered Accountant and Independent Director.
• No related parties or inter-se relationships with board members.
• Board has obtained independence declaration per Section 149(6) and SEBI LODR.

Voting timeline and process

• Postal ballot period begins August 10, 2026 at 9:00 AM.
• Ends September 8, 2026 at 5:00 PM IST.
• Record date for voting: 7 August 2026.
• Scrutinizer Mehul Jain & Associates appointed for conduct.
• Results to be announced by 11:00 PM IST on September 10, 2026.