Icodex Publishing Solutions Ltd

Icodex Publishing Solutions Limited: Trading window closed from 1 October 2026 till 48 hours after declaration of Standalone audited Financial Results for the half year ended 30 September 2026.

Financial performance

• Revenue from operations for FY25-26: ₹2,593.13 lakhs.
• Total revenue for FY25-26: ₹2,660.34 lakhs.
• Profit before tax: ₹1,026.15 lakhs; profit after tax: ₹709.38 lakhs.
• Basic EPS: ₹4.93; diluted EPS: ₹4.93.
• CWIP for digital platforms: ₹745.95 lakhs.
• YoY: revenue up, PAT down versus FY2024-25.

Geography & product mix

• Domestic revenue ₹1,938.40 lakhs; export ₹654.73 lakhs; total ₹2,593.13 lakhs.
• Company operates a single publishing IT services segment.
• Key development projects: EAssistant+, Article Review Platform, FlexyPage, JSLD.

IPO & capital structure

• IPO: Fresh issue of 33,96,000 shares at ₹102; listing on BSE SME on 19 Aug 2025.
• Total IPO size ₹42 Cr; Fresh ₹33.44 Cr; OFS ₹7.39 Cr; promoter holding 64.46%.
• IPO proceeds used for office premises, hardware, working capital, and general corporate purposes.
• Unutilised IPO proceeds to be utilised by 31 Mar 2027; Aug 14 2026 special approval.
• Paid-up share capital after IPO: ₹1563.70 lakhs.

Governance & leadership changes

• Independent Director Vishnu Prasad appointed for five years from 15 May 2026.
• CFO Vaibhav Rupnar and CS Mohini Talhar resigned on 4 Mar 2026; CS Nandini Shah appointed 11 Mar 2026.
• Board as at 31 Mar 2026: Kamalakkannan Govindaraj, Chetan Soni, Venkata Kalva, Shilpa Gududur.
• 8 Board meetings held; attendance varied.

Internal controls & governance flags

• Internal financial controls deemed adequate; no material weaknesses.
• Secretarial audit flagged non-compliances: IPO-regulation disclosures and SDD, SMART ODR.
• Statutory auditors: JMMK & Co; Internal auditors: PSSJ & Co LLP; Secretarial: KPRC & Associates.

Dividend & AGM

• Dividend for FY2025-26: not declared.
• AGM scheduled for 30 September 2026; held via VC/OAVM.

Outlook & strategic focus

• Strategy focuses on transforming SaaS into AI-native, agentic AI platforms.
• Four-year focus: strengthen SaaS, build Digital Research Infrastructure, develop Agentic AI, client-centric culture.
• India to validate the model, with potential global scaling.

Liquidity & debt profile

• Debt-Equity 0.13; current ratio 2.77; short-term borrowings ₹704.83 lakhs (bank ₹694.83 + director loan ₹10).
• Cash & cash equivalents ₹11.40 lakhs; total liquidity including fixed deposits ₹1,278.37 lakhs.

AGM Details

• AGM on 30 September 2026 at 2:30 PM IST via VC/OAVM.

Resolutions Put to Vote

• Ordinary: Adopt Audited Balance Sheet and financials for year ended 31 March 2026.
• Ordinary: Re-appoint Mr. Chetan Shankarlal Soni as Whole-Time Director.
• Ordinary: Appoint Vishnu Prasad as Independent Director for 5 years from 15 May 2026.
• Special: Change name to iCodex Limited and amend MOA.

Director Changes & Name Change Details

• Vishnu Prasad proposed as Independent Director for five-year term from 15 May 2026; not liable to rotate.
• Chetan Shankarlal Soni to continue as Whole-Time Director, liable to retire by rotation.
• Change of name to iCodex Limited and MOA amendment proposed.

Resolutions

• Variation in IPO proceeds utilization terms and extended time limit (Special Resolution); approved by requisite majority.
• Ratification of deviation in IPO proceeds utilization towards offer objects (Special Resolution); approved by requisite majority.

Resolutions passed

• Variation in IPO proceeds utilization; extension of time limit — Special Resolution; approved (99.81% in favour).
• Ratification of deviation in IPO proceeds utilization toward objects — Special Resolution; approved (99.81% in favour).

Voting outcomes and share impact

• Resolution 1 approved; 11,616,478 in favour; 22,000 against.
• Resolution 2 approved; 11,616,478 in favour; 22,000 against.
• Record date 10-07-2026; 921 shareholders on record.

Issue Overview

• Type of issue: Public issue of equity shares.
• Issue fully subscribed; fresh issue component within total size.
• Main use objectives: purchase of office premises, hardware, working capital, general corporate, and related expenses.

Utilisation of Proceeds

• Utilisation is not fully per offer document; deviation range up to 10%.
• Rs 1.34 crore spent on interior works not aligned; shareholder approval not obtained.
• Temporary deployment of Rs 5.25 crore from monitoring to CC; later re-credited.
• Purchase of new office premises: partially utilised; remaining funds idle; ongoing.
• Purchase of hardware: not yet utilised; hardware procurement planned.
• Working capital: utilised; no significant idle funds.
• General corporate purposes: utilised; funds allocated for growth and operations.
• Issue-related expenses: utilised; no remaining unspent.
• Unutilised funds: held in monitoring account, fixed deposits, and escrow.

Governance and Compliance

• Approvals obtained: statutory approvals; principal approval from BSE.
• Shareholder approval not obtained for deviations from Offer Document.
• Material events: no other material risks identified; share price declined.

GCP

• GCP not applicable.

Resolutions

• Postal Ballot purpose: Special resolutions to redeploy IPO proceeds and modify utilization timeline.
• Special Resolution 1: Variation of IPO proceeds, reallocating ₹7.95 cr and ₹1.12 cr to working capital.
• Special Resolution 2: Ratify deviation in IPO usage for office premises; awaiting approval.

Certificate details

• Certificate received from Registrar and Share Transfer Agent Cameo Corporate Services Limited for quarter ended 30 June 2026.