HandsOn Global Management (HGM)Ltd

HandsOn Global Management Limited trading window closed from October 1, 2026 for Q2 FY2026-27 unaudited results; reopen 48 hours after declaration (quarter ended September 30, 2026).

Shareholding update

• AGM held Sep 18, 2026 approved promoter-to-public reclassification under SEBI LODR 2015.
• Total promoter/promoter group shares reclassified: 814,246 shares (6.46%).
• Voting results and Scrutinizer's Report submitted to exchanges.

AGM details

• AGM held on 18 September 2026 via Video Conferencing/OAVM.
• Record date for shareholder eligibility: 18 September 2026.

Key resolutions

• Ordinary: Adopt Audited standalone and Consolidated financial statements for the year ended 31 March 2026.
• Ordinary: Re-appoint director by rotation.
• Special: Appoint Ajay Puri as Independent Director for second five-year term.
• Ordinary: Reclassify promoter group shareholding to Public category.

Voting results

• Resolution 1 passed; in-favour 100% of votes polled; no opposition.
• Resolution 2 passed; in-favour 100% of votes polled; no opposition.
• Resolution 3 passed; in-favour 100% of votes polled; no opposition.
• Resolution 4 passed; in-favour 100% of votes polled; no opposition.

Director changes

• Director re-appointment by rotation confirmed.
• Ajay Puri appointed as Independent Director for second term of five years.

Other material approvals

• Promoter group shareholding reclassification to Public category approved.

AGM Details

• 38th AGM held Sep 18, 2026 at 10:30 AM IST via VC/OAVM.
• Concluded at 11:17 AM IST; quorum present.
• Remote e-voting available Sep 14–17, 2026.
• InstaPoll used for on-site voting at AGM.

Proceedings and Voting

• Audited standalone and consolidated financial statements taken as read.
• Board and auditors' reports taken as read with no qualifications.
• CFO discussed financial performance for year ended Mar 31, 2026.
• Scrutinizer appointed for e-voting: Prajot Tungare & Associates.
• Agenda items transacted via remote e-voting and InstaPoll.
• Voting results to be filed separately.

Transaction highlights

• Board approved subscription to 204,946 XBP Global shares at US$2.83 each.
• Total cash consideration: US$579,997.18 (Rs 5.57 crore).
• Investment routed via HCI LLC; post-issuance holding 1.45% of XBP Global.
• Related party transaction; Audit Committee approved prior to Board; arm's length pricing.
• Indicative completion date: September 17, 2026.

Regulatory disclosures

• Annexure I attached; declares details under SEBI LODR; no prior regulatory approvals required.

Meeting Details

• Date: September 17, 2026; Time and location not disclosed.

Key Agenda Items

• Consider strategic investments opportunities.

Other Notes

• No other material governance actions disclosed.

Related party loan approval

• Related party loan approved: ₹5.50 crore to XBP Asia IT Solutions Private Limited; non-material, approved by Audit Committee.
• Term loan to XBP Asia IT Solutions Private Limited for 90 days at 10% interest.

Financial performance

• Standalone revenue from operations rose to ₹5,675.74 lakhs in FY26.
• Consolidated revenue from operations grew 164.7% to ₹5,947.76 lakhs.
• Total consolidated income rose 154.3% to ₹6,295.51 lakhs.
• Consolidated PBT: ₹−122.05 lakhs; prior year ₹479.56 lakhs.
• Standalone PAT after tax rose to ₹562.17 lakhs.
• Consolidated PAT from continuing operations was ₹−304.77 lakhs.
• Consolidated OCI was ₹−229.65 lakhs; standalone OCI ₹−10.92 lakhs.
• EPS standalone after tax: ₹4.46; consolidated continuing EPS: ₹−2.42.
• Dividend declared for FY26: none.

Acquisition & strategy

• Acquired Aidéo Technologies LLC, AI-powered autonomous coding platform.
• Aidéo expands revenue cycle, ambient documentation, analytics capabilities.
• Formed Healthcare Capital Holdings LLC; issued Class B Preferred Stock as leverage.
• Strategy focuses on AI-enabled platforms across healthcare, manufacturing and logistics.

Capital structure & liquidity

• Equity share capital stands at 12,594,972 shares of ₹10 each.
• Long-term borrowings include Class B Preferred Stock ₹152.84 mn.
• Lease liabilities: non-current ₹56.56 mn; current ₹25.59 mn.
• Cash and cash equivalents: Consolidated ₹62.79 mn.
• Debt-to-equity ratio: 1.68x (FY26) vs 0.41x (FY25).
• No dividend declared; resources allocated to growth and acquisitions.
• 38th AGM scheduled for 18 September 2026 via VC/OAVM.

Governance & board changes

• Bhavana Sharma joined as Independent Director on 15 Oct 2025.
• Kesavan Nair Padmanabhan appointed Independent Director on 7 Mar 2026.
• Lakshmi Kumar ceased as Independent Director on 12 Jul 2025; Vikram Negi ceased 10 Dec 2025.
• Independent Directors’ declarations confirm independence; separate ID meeting held Jan 30, 2026.

Related party transactions

• Material RPTs approved: HealthAxis/HG, XBP Europe, SourceHOV, and others for FY2026.
• RPTs conducted at arm's length; approvals via Audit Committee and Postal Ballot where noted.
• RPTs include services and reimbursements across HGM group entities.

Audit & compliance

• Statutory auditors Lodha & Co LLP; unmodified opinions on standalone and consolidated FS.
• Secretarial Auditor: no qualifications; no fraud reported under 143(12).
• Compliance with listing, governance, and internal control requirements maintained.

Subsidiaries & structure

• Major subsidiaries: Healthcare Capital Holdings LLC; Aideo Technologies LLC; HOVS LLC; HOV Environment LLC.
• Policy on material subsidiaries disclosed on website; Form AOC-1 included in annual report.
• Overseas and Indian operations cover USA, Hong Kong, and India-based entities.

Risks & outlook

• FX exposure due to USD revenue; hedging practices in place.
• Expect losses from newly acquired subsidiary to narrow as scale and synergies improve.
• AI-led growth opportunities in healthcare and enterprise software; ongoing transformation.