CWD Ltd

Capital actions

• Allotment of 1,15,654 equity shares on conversion of warrants to Non-Promoters on a preferential basis.
• Additional 4,62,616 equity shares issued under 4:1 bonus entitlement.
• Aggregate consideration Rs 7,86,73,633.50; Rs 680.25 per warrant (75% of Rs 907).
• Paid-up capital rises to Rs 23,33,80,100; 2,33,38,010 equity shares outstanding.
• New shares rank pari passu with existing shares.
• Annexures A and B contain allottees and mandatory disclosures.

CWD Ltd — Closure of Trading Window from October 1, 2026 till completion of 48 hours after announcement of unaudited financial results for half year ended September 30, 2026

Book Closure Details

• Book closure from 23 Sep 2026 to 29 Sep 2026 (inclusive) for 10th AGM.
• Event date: AGM on 30 Sep 2026.
• Security: equity shares.

Financial highlights

• Revenue from Operations ₹145.83 crore in FY2025-26, up 343% YoY.
• EBITDA ₹28.26 crore, up 251% YoY; margin 18.7%.
• PAT ₹12.32 crore, up 391% YoY; PAT margin 8.45%.
• Basic EPS ₹5.56; diluted ₹5.00.
• Net worth ₹102.72 crore; total debt ₹79.37 crore; debt/equity 0.77.
• ROE 23.98%; ROCE 18.13%.

Capacity expansion & operations

• Mysore facility expanded to 55,000 sq ft (3.7x).
• Sound Box capacity 2.5-3 lakh units/month; daily up to 15,000 units.
• Integrated SMT lines, plastics, assembly, testing expanded.
• Order book (Sound Box + CNIC) ≈ ₹200 crore; Sound Box ₹170-172 crore; CNIC ₹43-45 crore.

Growth engines & product lines

• Sound Box remains fintech growth engine; diversified SaaS/AI elements.
• CNIC smart metering with large CNIC meter orders; CNIC pipeline broadens upside.
• Weather Monitoring Systems orders from Reliance Jio (≈25k units; 15k more committed).
• Walkie-Talkie entry; FY27 revenue potential ₹95-100 crore quarterly run-rate.
• Goa AMISP weather/AMISDP opportunities add annuity-like revenue visibility.

Capital structure & allocation

• Authorized share capital increased to ₹35 crore (Dec 24, 2025).
• Paid-up capital ₹22.21 crore; 2,22,09,295 shares outstanding.
• Bonus issue 4:1 completed; warrants converted to equity shares.
• Preferential allotment: 4,82,043 and 5,513 shares at ₹907 each (Apr 2025).
• Convertible warrants: 4,76,868 (non-promoter) and 55,120 (promoter) issued in Apr 2025.
• Promoter stake ≈58.27% as of Jun 2026; no dividend declared FY26.

Governance & leadership

• Pravin Bansilal Kharwa re-appointed Independent Director through Mar 2031.
• Ms. Pratima Bajaj resigned as Company Secretary w.e.f. Mar 1, 2026.
• Board met 8 times in FY2025-26; strong Audit, Nomination & Remuneration, SRC committees.
• Independent Directors met privately; compliance with Code of Conduct confirmed.

Audit, controls & compliance

• Statutory auditor: DGM & Co; unqualified opinion on financials.
• Secretarial auditor: M. Rupareliya & Associates; no material qualifications.
• Internal audit: Makwana Sweta & Associates; re-appointed for 2026-27.
• Emphasis of Matter on intangible assets capitalization ₹1321.21 lakh; capitalization basis uncertain.

Related party transactions

• RPTs approved; related parties include CMPL, CWD HK, SDG Global, CWD Digital Platforms, Meshmerise.
• Maximum value per contract: ₹10 cr (HK, CMPL, SDG); ₹60 cr (Digital Platforms, Meshmerise).
• Total RPT value: ₹150 crore; transactions are ordinary-course and arm's length.
• Audit Committee/Board authorized to approve and execute related party agreements.

Risks, outlook & guidance

• Customer concentration risk; Sound Box and CNIC orders with limited counterparties.
• Capacity ramp-up execution risk; large expansion could affect delivery if delays occur.
• Competitive intensity in payments hardware and IoT manufacturing.
• Working capital and receivables risk on large government/DBFOOT contracts.
• FY27 outlook: ₹380-400 crore revenue; ₹72-80 crore EBITDA; ₹38-44 crore PAT; walkie-talkie upside.

agm details

• Date/time: 30 September 2026, 3:00 PM; mode: VC/OAVM.
• Deemed venue: Registered Office.
• Register/Book closure: members' register closed Sep 23–29, 2026.

key resolutions

• Adopt standalone and consolidated financial statements for FY2026.
• Re-appoint Sodagudi Siddhartha Xavier as Joint Managing Director (rotational).
• Re-appoint Tejas Kothari as Joint Managing Director (rotational).
• Approve related party transactions under Companies Act and LODR.
• Re-appoint Pravin Bansilal Kharwa as Non-Executive Independent Director.

voting results

• Voting results not disclosed in this filing.

dividend

• Dividend not mentioned in this filing.

director changes

• Independent director re-appointment: Pravin Bansilal Kharwa.
• Joint Managing Directors re-appointed: Sodagudi Siddhartha Xavier and Tejas Kothari.

auditors

• Statutory Auditor listed; Internal Auditor and Secretarial Auditor named; tenure not specified.

material related party transactions

• Aggregate RPT value proposed: Rs 150 crore; related parties include CWDDigitalPlatforms, Mesmerise Networks, CWDHK Limited, SDGGlobal.

other material approvals

• Remuneration last drawn by Independent Director: Rs 2.4 Crores.

Director Re-appointment

• Re-appointment of Mr. Pravin Bansilal Kharwa as Non-Executive Independent Director.
• Effective from March 19, 2026, for a second five-year term.
• Subject to shareholders' approval at the ensuing AGM.
• Recommended by the Nomination & Remuneration Committee.
• Profile: B.Com; ICAI member since 1998; ISA cleared in 2005.
• Experience includes statutory/internal audits, Ind AS/IFRS, group audits, and financial compliance.
• Not related to any director; no debarment noted.
• On the Board since March 19, 2021.
• No other directorships listed.

Internal Auditor Appointment

• Appointment of Internal Auditor: Makwana Sweta & Associates, effective August 25, 2026 for FY 2026-27.
• Firm profile: startup-focused CA firm offering bookkeeping, taxation, audit, virtual CFO, advisory.
• Reason: appointment based on Audit Committee recommendation.
• Term: FY 2026-27; Relationships: Not Applicable.

Appointments/Resignations

• Re-appointed Pravin Bansilal Kharwa as Non-Executive Independent Director for a second 5-year term, subject to shareholder approval.
• Appointed Makwana Sweta & Associates as Internal Auditor for FY 2026-27.

Capital Actions

• Allotment of 11,013 equity shares via warrant conversion and 44,052 bonus shares.
• Paid-up capital increases to Rs 22,81,48,050 after allotments.
• Issue price Rs 907 per warrant; 75% Rs 680.25 conversion price; 25% Rs 226.75 subscription.

Governance/Disclosures

• Omnibus approval for related party transactions up to Rs 150 crore for FY 2026-27.
• Draft Board Report and MD&A for FY2025-26 approved.

AGM Planning

• Appointment of Scrutinizer for 10th AGM.
• Draft notice for 10th AGM and date/time/place fixed.

Order details

• Awarding entity: India Post Payments Bank (IPPB), domestic.
• Scope: supply of 5,29,500 payment soundboxes with integration to a proprietary digital platform.
• Value: ₹87.53 crore inclusive of tax.
• Timeline: hardware deployment targeted over six months; 3-year S&M lifecycle.
• Terms: standard GeM tender conditions with performance security and warranty obligations.
• Related party: No promoter group interest; not a related party transaction.
• Impact: 3-year S&M provides recurring revenue visibility.
• Expansion potential: deployment may scale to ~33 lakh devices over three years.
• Delivery: phased deliveries aligned with IPPB rollout.