Humming Bird Education Ltd

RTA certificate

• Confirmation certificate from the RTA for the reporting quarter enclosed.

Humming Bird Education Ltd: Trading Window closed for Designated Persons from October 1, 2026 until 48 hours after the half-year ending September 30, 2026 results

AGM details

• Date/time/venue: 25 Sep 2026, 1:30 PM, physical AGM at Netaji Subhash Place, Delhi.
• Mode: physical meeting with remote e-voting.
• Voting cut-off date: 18 Sep 2026.

Resolutions

• Resolution 1 (Ordinary): Adoption of Audited Standalone and Consolidated Financial Statements for FY2026 — passed.
• Resolution 2 (Ordinary): Re-appointment of Narender Kumar Jain (DIN 03133942) by rotation — approved.

Voting results

• All resolutions passed; no material dissent reported.

Director changes

• Narender Kumar Jain reappointed by rotation (DIN 03133942).

AGM Details

• Date and time: 25 September 2026, 01:30 PM IST.
• Mode: Physical meeting at the company's Delhi office.

Key Resolutions

• Adoption of audited standalone and consolidated financial statements for FY ended 31 March 2026.
• Director Narender Kumar Jai to be re-appointed (retiring by rotation).

Voting Status

• Voting results to be announced after Scrutinizer's Report; outcome not disclosed in filing.

Financial performance

• Standalone revenue from operations (net): 63,219,301; Consolidated: 79,413,629.
• Total income: Standalone 66,122,378; Consolidated 85,229,476.
• Net profit after tax: Standalone 2,905,505; Consolidated 5,477,186.
• Earnings per share: Standalone 0.47; Consolidated 0.89.
• Standalone cash profit: 2,715,773; Consolidated 10,144,595.
• Dividend: No dividend proposed for FY2025-26.
• Auditors report no material going-concern uncertainty.
• Finance costs recorded as nil; no debt drawn.

Capital structure & dividends

• Equity share capital: 61,30,000 shares of Rs 10; Authorized: 75,00,000.
• Promoter holdings: Narender Kumar Jain 13.05%; Nitesh Jain 29.36%; Vaishali Jain 16.31%; Madhu Jain 16.15%.
• Rights of shares: one vote per share; par value Rs 10.
• Dividend policy: no dividend for FY2025-26.

Governance & management

• Independent Director Abhinav Jain appointed on 06 September 2025.
• Director Narender Kumar Jain to be reappointed; retires by rotation.
• Board meetings held: 4; Audit Committee: 4; Nomination & Remuneration Committee: 2.
• Secretarial Audit: MR-3 with no adverse remarks; Statutory Auditors: M/s V C A N & Co LLP.

Subsidiaries & related party

• Subsidiaries: Onmouseclick.com Private Limited (51%); Olympiad Council for Skills & Education (OCSE) 100%.
• Onmouse: Profit after tax 55,02,977; OCSE: total expenditure 2,34,838.
• Remuneration to KMP (FY26): Nitesh 11,766; Vaishali 11,766; Piyush 16,350; Shweta 3,000.
• Remuneration to relative: Madhu 11,766; Year-end balances include employee-related payables.

Risks & outlook

• GST demand of 13,75,636; company has filed an appeal, believes taxes deposited.
• Strategy focused on Olympiads, digital learning, and 100% OCSE recognition.
• Risks: competition, regulatory changes, cybersecurity, and execution across scale.

Audit & internal controls

• Standalone and consolidated audit reports: no qualifications.
• Internal financial controls found adequate and operating effectively.
• Secretarial audit: MR-3 with no material adverse remarks.

Key decisions

• Appointed Abhay K & Associates as Secretarial Auditor for FY2026-27, effective 26 August 2026.
• Appointed Abhay K & Associates as Scrutinizer for AGM voting process.
• Sixteenth AGM fixed for 25 September 2026 at 1:30 PM in Delhi.

Certificate status

• Confirmation certificate received from the Registrar and Share Transfer Agent for the reporting period.