FCS Software Solutions Ltd

FCS Software Solutions Ltd — Closure of Trading Window

Compliance Update

• Results for quarter ended 30 June 2026 signed by Independent Director Pankaj Wadhwa.
• Board authorized him on 25 July 2026 to sign on behalf of the company.
• EPS in PDF is correct; XBRL rounds to two decimals, causing a mismatch.

AGM Details

• AGM held on 25 August 2026 at 11:30 IST via VC/OAVM.

Resolutions & Outcomes

• Ordinary: Adopt standalone and consolidated financial statements approved.
• Ordinary: Re-appoint director retiring by rotation approved.
• Both resolutions approved by majority with minor dissent.

Director Changes

• Director re-appointed after rotation; no remuneration details disclosed.

AGM Details

• Date and time: 25 August 2026, 11:30 AM.
• Mode: conducted via VC/OAVM.
• Remote e-voting window: 22-24 August 2026; AGM voting held.
• Meeting concluded at 12:19 PM.

Resolutions

• Adoption of audited standalone and consolidated financial statements for FY2025-26.
• Re-appointment of Ravinder Sachdeva, retiring by rotation.
• Voting results: both ordinary resolutions passed by requisite majority.

Director Changes

• Re-appointment of Ravinder Sachdeva as director.

Ownership change in material subsidiary

• FCS's stake in Bloom Healthcare and Hospitality Management Pvt Ltd increased from 71.01% to 83.39%.
• Increase results from Bloom Healthcare's buy-back completed on August 14, 2026.
• FCS did not tender any shares in the buy-back.
• Increase due to reduction in Bloom Healthcare's outstanding share capital from the buy-back.

Book closure and AGM details

• Book closure for AGM from 19 August 2026 to 25 August 2026, inclusive.
• AGM purpose: 33rd Annual General Meeting.
• Cut-off date for AGM entitlement: 18 August 2026.
• AGM date: 25 August 2026 at 11:30 AM.
• Security type: Equity shares.
• E-voting period: 22 August 2026 (9:00 AM) to 24 August 2026 (5:00 PM).

AGM notice and annual report access

• AGM 33rd scheduled for 25 August 2026 at 11:30 IST via VC/OAVM.
• Shareholders not registered for email will receive a letter with web link to Annual Report 2025-26.
• Annual Report 2025-26 available at fesltd.com/investors/annual-report.
• Cut-off date for letter dispatch: 24 July 2026.
• KYC update reminder under SEBI circular May 7, 2024; dematerialise physical securities.
• KYC formats ISR-1, ISR-2, ISR-3, SH-13, SH-14 available on website.
• Physical holders with incomplete KYC may be ineligible for payments.

Financial snapshot

• Standalone revenue from operations: ₹2,914.67 lakh; down 10.8% YoY.
• Standalone total income ₹2,974.10 lakh; expenses ₹3,107.75 lakh; LAT ₹296.76 lakh.
• Consolidated revenue ₹5,815.13 lakh; PAT ₹261.61 lakh; PBT ₹405.30 lakh.
• Consolidated OCI: ₹-938.42 lakh.
• EPS (basic and diluted) ₹0.02.
• Dividend for FY2025-26: none.
• Cash & cash equivalents: Standalone ₹67.65 lakh; Consolidated ₹4,327.31 lakh.
• Standalone total assets ₹45,895.86 lakh; net worth ₹41,626.21 lakh; borrowings nil.
• Subsidiaries include Insync, Stablesecure, Bloom (material); foreign subsidiaries in Germany and China.

Operations & segments

• Geographic mix: India ₹4,404.50 lakh; Outside India ₹1,410.63 lakh.
• Consolidated segment results: India ₹1,346.40 lakh; Outside India ₹-37.60 lakh.
• Top five customers contributed ₹2,626.40 lakh; top ten ₹3,256.01 lakh.
• Segments include IT services, ITES, education, and leasing.

Capital structure & dividends

• Authorized capital ₹18,500 lakh; paid-up ₹17,095.53 lakh.
• No debt; 99.97% of shares dematerialised.
• Promoter holdings: Dalip Kumar 10.88%; Enstaserve 8.77%.
• Promoter holdings: SLG Softech 6.27%; Prahlad Estates 5.09%.

Subsidiaries & associates

• Subsidiaries: Insync Business Solutions Ltd; Stablesecure Infraservices Pvt Ltd; Bloom Healthcare & Hospitality Management Pvt Ltd.
• Foreign subsidiaries: FCS Software Solutions GmbH (Germany) and FCS Software Shanghai Co. Ltd (China).
• Associate: Enstaserv Eservices Limited, 48.94% holding.

Governance & audits

• Independent directors appointed in 2025: Dolly Saini and Nitish Kumar Singh.
• Board meetings held: four in 2025-26.
• Statutory auditors: SPMG & Co; tenure to 2027; no qualifications.
• Secretarial auditors: Neeraj Arora & Associates; annual compliance certificate filed.
• AGM conducted via VC/OAVM; e-voting via MUFG Intime.

Internal controls & audit flags

• Key audit matter: fair valuation of Level 3 investments; external valuation engaged.
• Internal financial controls evaluated as adequate; auditors reported no material weaknesses.

Risks & outlook

• IT sector opportunities in cloud, AI, cybersecurity; EdTech and RegTech growth expected.
• Risks include cyber threats, regulatory changes, talent shortages, and economic volatility.
• Strategy focuses on core ITES, expanding client relationships, and stable property leasing income.

Management insights

• MD&A emphasizes operational efficiency, cost optimization, and sustainable value creation.
• Independence declarations: Independent Directors meet criteria and are registered in IICA data bank.

Board outcomes

• Approved Board Report, Corporate Governance, and MD&A for FY ended 31 March 2026.
• Noted Secretarial Audit Report for FY 2025-26 by Neeraj Arora & Associates.
• Approved notice of 33rd AGM to be held Aug 25, 2026 via VC/OAVM.
• Shareholder register closure Aug 19–25, 2026; AGM cut-off date Aug 18, 2026.
• Appointed Neeraj Arora & Associates as Scrutinizer for the AGM.