Infonative Solutions Ltd

AGM Details

• AGM held on 25 September 2026, 3:00 PM to 3:15 PM via VC/OAVM.
• Record date for eligibility: 18 September 2026.
• Remote e-voting window: 22–24 September 2026.

Resolutions and outcomes

• Resolution 1: Adoption of Audited Financial Statements for year ended 31 Mar 2026; passed.
• Resolution 2: Reappointment of Yogeshh Goel as director on rotation; passed.
• Resolution 3: Approval of related party transactions; promoter-votes invalid; passed.
• Resolution 4: INS ESOP Scheme 2026 approved; Special resolution.

Related party transactions

• Approval of related party transactions approved; promoter group votes invalid per SEBI rules.

ESOP approval

• ESOP: INS ESOP Scheme 2026 approved for employees.

AGM Details

• Date and time: 25 September 2026, 3:00 PM IST.
• Mode: VC/OAVM; deemed venue at registered office.
• Duration: 3:00 PM to 3:15 PM, with 15 minutes for e-voting.
• Quorum and attendance via VC/OAVM; no speaker shareholder session.
• Voting results to be declared by Sep 28, 2026.

Key Resolutions

• Ordinary: Receive, adopt Audited Financial Statements for FY 2025-26.
• Ordinary: Re-appoint director retiring by rotation (Yogeshh Goel).
• Special: Approve Related Party Transactions.
• Special: Approve INS ESOP Scheme 2026 and grant of options.

Voting Status

• Voting results will be declared on or before Sep 28, 2026.

Director changes

• Yogeshh Goel retires by rotation; re-appointment proposed.

Auditor status

• No change in Statutory Auditors; report on FY2025-26 has no qualification.

Infonative Solutions Ltd — Closure of trading window from 01 October 2026 until 48 hours after communication of the half-year results for the period ended 30 September 2026

Financial highlights

• Revenue from operations: ₹2,301.94 Lakhs; total income: ₹2,463.36 Lakhs.
• PAT: ₹285.49 Lakhs; YoY decline from ₹594.69 Lakhs.
• EPS: ₹2.41; basic and diluted.

Geography & revenue mix

• Domestic revenue: ₹1,931.41 Lakhs; export revenue: ₹370.52 Lakhs.
• Total revenue: ₹2,301.94 Lakhs.

Capital structure & IPO

• IPO: 3,128,000 shares issued on 04-Apr-2025.
• Paid-up equity: 11,847,800 shares; equity capital ₹118.48 Lakhs.
• Promoter holdings: 69.28% total.
• Dividend for FY2025-26: not declared.

ESOP & related-party framework

• INS ESOP Scheme 2026 approved; up to 5,00,000 options.
• Options vest over 1 to 5 years; exercisable within 3-year window.
• Pricing: market price or prescribed lower price per SBEB Regulations.

Governance & audits

• CFO appointed: Ms. Zareen Anis on 04-Dec-2025.
• Statutory auditors: Kailash Chand Jain & Co.; Secretarial Auditor: MR-3.
• Board meetings held: 10 during the year.

Related party transactions

• RPTs approved within limits: ₹15 Cr (companies) and ₹2 Cr (directors).
• Transactions are arm's length and in ordinary course.

Debt & liquidity

• Total long-term borrowings: ₹54.72 Lakhs; non-current ₹37.25L; current ₹17.47L.
• Current ratio 0.81x; Debt-Equity ratio 0.13x.
• Net cash from operating activities: ₹308.11 Lakhs.

CSR & compliance

• CSR spend: ₹7,25,027; 2% of average net profit required ₹7,24,798.
• Capital allocation under Schedule VII; asset creation and impact described in CSR annexures.

Outlook & risks

• IT services sector in India remains growth driver; AI/SaaS adoption rising.
• MD&A highlights forward-looking statements; real outcomes may vary.

Audit & internal controls

• Auditor's report: unmodified; internal controls deemed adequate.
• Internal audit by Gupta Atul & Co.; Board reviews significant audit findings.

Board actions and ESOP framework

• AGM scheduled for 25 September 2026 via VC/OAVM; voting cutoff 18 September 2026.
• Notice and Annual Report for FY2025-26 to be circulated and submitted to exchanges.
• Internal Auditor Gupta Atul & Co. re-appointed, effective 1 April 2026.
• CS Yogesh Kumar appointed Scrutinizer for remote and E-voting.
• Board approved FY2025-26 Board Report.
• Director Yogeshh Goel to be reappointed (retiring by rotation).
• Related party transactions approved for 1 year from 1 Apr 2026.
• Cap: ₹15 crore per company; ₹2 crore per director.
• INS ESOP Scheme 2026 approved; pool of 5,00,000 options.
• Options vest 1-5 years from grant; no grants yet.

Target background

• Digital Benchers Private Limited; AI-based education technology solutions provider; IT/software services; presence in India.
• Incorporated on 25 July 2024; turnover ₹2,839,759 in FY2025-26.
• Authorised capital ₹10,00,000; paid-up capital ₹1,00,000.
• Industry: Education Tech, AI, IT software services; country: India.

Acquisition details

• Acquire 5,100 equity shares (51% of paid-up capital) of Digital Benchers Private Limited.
• Cash consideration ₹1,68,30,000.
• Digital Benchers will become a subsidiary of Infonative Solutions.
• Completion anticipated in due course; no fixed timeline.
• Not a related party transaction; sale by existing shareholders/directors; arm's length.
• Purpose: develop education quality via AI; expand AI-enabled education capabilities.
• Regulatory approvals: Not applicable.

Investor complaints status

• No investor complaints outstanding at quarter start (01.04.2026).
• No complaints received during the quarter.
• No complaints disposed of during the quarter.
• No complaints remaining unsolved at quarter end (30.06.2026).
• Enclosed complaints report by KFIN Technologies Limited.

Dematerialisation/rematerialisation reporting status

• Details of dematerialised/rematerialised securities during the period have been furnished to all stock exchanges where shares are listed.