Logiciel Solutions Ltd

AGM Details

• AGM held physically on 25 Sep 2026 from 10:00 to 11:00 at Ludhiana; record date 18 Sep 2026.
• Mode: physical; video conferencing option not availed.
• Total shareholders on record: 1011; attendance: promoters 3, public 13.

Key resolutions and outcomes

• Adoption of Audited Financial Statements for the year ended March 2026; ordinary, approved.
• Appointment of Ajay Sharma as director by rotation; ordinary, re-appointment approved.
• Appointment of M/s SUV & CO as Statutory Auditors; ordinary, approved.
• Appointment to fill casual vacancy of Statutory Auditors; ordinary, approved.
• Remuneration of related party Ms Shrish Sharma for office; ordinary, approved.
• Approval of inter-corporate loans, guarantees and investments up to limit; special, approved.
• Approval of borrowing limits up to limit under Section 180(1)(c); special, approved.

Director changes

• Ajay Sharma retires by rotation and is re-appointed as Director.

Auditor appointments

• M/s SUV & CO appointed as Statutory Auditors.
• M/s SUV & CO appointed to fill casual vacancy as Statutory Auditors.

Material related party transactions

• Approval of remuneration for related-party Ms Shrish Sharma, related party and officer of the company.

Logiciel Solutions Ltd - Trading Window closure from 01 October 2026; opening 48 hours after declaration of the un-audited Financial Results for the half year ended 30 September 2026

AGM Details

• Date and time: 25 September 2026 at 10:00 AM.
• Mode: physical AGM with remote e-voting facility.
• Venue: First Floor, Malhotra Regency, Ludhiana, Punjab.
• Quorum: 15 in-person attendees and 1 by proxy.

Resolutions

• Adopt Audited Financial Statements for year ended 31 March 2026.
• Re-appoint Ajay Sharma as Director on retirement by rotation.
• Appoint M/s S U V & CO as Statutory Auditors for five years.
• Appoint M/s S U V & CO to fill casual vacancy.
• Approve remuneration of Ms. Shrish Sharma, related party.
• Approve limits of inter-corporate loans, guarantees & investments up to ₹50 crores under Section 186.
• Approve borrowing limits up to ₹50 crores under Section 180(1)(c).

Voting Results

• Item 1: Outcome not disclosed in the document.
• Item 2: Outcome not disclosed in the document.
• Item 3: Outcome not disclosed in the document.
• Item 4: Outcome not disclosed in the document.
• Item 5: Outcome not disclosed in the document.
• Item 6: Outcome not disclosed in the document.
• Item 7: Outcome not disclosed in the document.

Auditor Appointments

• Statutory Auditors M/s S U V & CO appointed for five-year term.
• Casual vacancy to be filled by M/s S U V & CO (same firm).

Director Changes

• Ajay Sharma to be re-appointed as Director (retirement by rotation).

Material Related Party Transactions

• Remuneration of related party Ms. Shrish Sharma approved.

Other Material Approvals

• Inter-corporate loans/guarantees/investments up to ₹50 crore approved.
• Borrowing limits up to ₹50 crore approved.

Parties and purpose

• Logiciel Solutions Limited will enter a marketing agreement with M/s Stori Boat Productions LLP.
• Purpose is brand repositioning, identity refresh, and website design and development.

Key terms

• Total professional fee: INR 62,36,000 excluding GST, payable per schedule.
• Agreement remains in force until defect warranty expiry, unless terminated earlier.
• Go-Live program: 17 weeks, extendable to 26 weeks with no fee change.

Related party status

• Not a related party transaction; no promoter/group involvement.

Impact

• Engagement expands marketing spend by INR 62,36,000 exclusive of GST.
• No changes in ownership or control anticipated.
• Go-Live window determined by client inputs/approvals; delays may extend timeline.

Financial performance

• Total income 2,268.02 lacs for FY26; up from FY25.
• Revenue from operations 2,073.17 lacs; slight year-on-year decline.
• PBT 332.47 lacs; PAT 234.95 lacs; FY25 PAT 516.81.
• EPS 3.71; prior year 9.44.
• Dividend not declared for FY26; 234.95 lacs transferred to reserves.

IPO & capital market

• IPO proceeds 3,990.47 lacs; fresh issue 32.70 cr; OFS 7.20 cr.
• Listed on BSE SME platform on 5 Dec 2025.
• 100% of equity shares in demat form as at 31 Mar 2026.
• Utilised IPO proceeds 1,575.03 lacs; unutilised 2,415.44 lacs.
• Authorised share capital Rs 10 cr; issued capital Rs 7.4679 cr; 74,67,900 shares.

Capital structure & ownership

• Post-IPO paid-up capital: Rs 7.4679 cr; 74,67,900 shares.
• Promoters Ajay Sharma and Umesh Sharma hold 29.50% each; total 59%.
• Promoter stakes diluted post-IPO; ownership reduced compared with prior year.
• No outstanding dilutive instruments reported; all shares fully paid.

Governance & risk

• Board includes MD, WTD Ajay Sharma; CFO Lateesh Sharma; two independent directors.
• Audit, NRC, Stakeholders Relationship, CSR committees; SME IPO Committee dissolved 28-Apr-2026.
• Raman Chawla resigned; S U V & Co appointed as Statutory Auditor; AGM approval pending.
• Secretarial Auditor: JVP & Associates; no adverse remarks.
• Strategic focus on AI, cybersecurity, regulatory changes, and FX risk.

Related party transactions

• Remuneration to Shrish Sharma (Head HR) up to Rs 42 lacs p.a.
• Lease rents: Rs 1,25,000 per month for MD and Ajay Sharma; 9-year term.
• Related-party disclosures for relatives and KMP; approvals as required.
• ICC loans/guarantees up to Rs 50 crore; special resolution sought.
• Borrowing limits up to Rs 50 crore; board authorized to borrow.

CSR & sustainability

• CSR spend: Rs 9.63 lacs; 2% of average net profits.
• NAPS trainee stipend: Rs 18,000; Shiva Trust donation Rs 9,44,583.
• CSR policy available on company website.

Operations & strategy

• AI and SaaS focus; US market emphasis with onshore subsidiary.
• Healthcare practice opened; VP of Sales appointed; R&D team established.
• Strategic aim: recurring revenues, margins, scalable enterprise software.

Closure and AGM dates

• 15th AGM scheduled for 25 September 2026 at 10:00 IST in Ludhiana, Punjab.
• Register of Members and Share Transfer Books closed Sept 19–25, 2026; EVoting cut-off Sept 18, 2026.

Key Decisions

• Re-appointment of Ajay Sharma as Whole-time Director at the 15th AGM on 25 Sep 2026.
• Appointment of M/s S U V & Co. as Statutory Auditors for five years, subject to member approval.
• Remuneration of Shrish Sharma up to Rs 42 lakh per annum, subject to AGM approval.
• Section 186 investment/loan/guarantee limit up to Rs 50 crore.
• Borrowing limit under Sec 180(1)(c) up to Rs 50 crore.

Appointments/Resignations

• Internal Auditor Surinder Singh appointed for 2026-27.
• Secretarial Auditor M/s JVP & Associates LLP appointed for 2026-27.

Corporate Actions

• CSR expenditure of Rs 11.5 lakh for Education during FY 2026-27.

AGM Details

• AGM on 25 Sep 2026; e-voting via CDSL with 18 Sep cut-off; book closure 19–25 Sep.

US subsidiary investment

• Board approved investment to make Logiciel Solutions Inc. a USA wholly-owned subsidiary.
• Investment of USD 10,000 for 1,000,000 shares at USD 0.01 par.
• Wholly-owned subsidiary; related party post-transaction; arm's length basis.

Leadership appointments

• Anshul Sharma appointed Vice President—Sales, 21 April 2026; permanent with 6-month probation.
• Ram Prakash Varanasi appointed Healthcare Practice Head on 24 June 2026; 3-month contract.

AI R&D initiative

• AI R&D Practice established; effective March 2026.
• Team led by Kumar Gaurav; 4-member AI engineering group.
• Funds allocated from IPO for R&D; aims to develop proprietary AI tools.
• Expected benefits: improved delivery efficiency, new revenue streams, strengthened competitive position.

Regulatory compliance note

• Delay in SMP disclosures due to interpretational oversight; corrected with record and strengthened controls.

Target and deal structure

• Logiciel Solutions Inc., Delaware, USA, incorporated 15 June 2026, to become a wholly-owned subsidiary.
• Target is newly formed; turnover and size not applicable yet.
• Cash consideration of USD 10,000 for 1,000,000 shares (par USD 0.01).
• 100% stake acquired; subsidiary becomes wholly-owned.
• Promoter group will have indirect interest via parent shareholding; investment on arm's length basis.
• Industry: IT Services, including software development, IT consulting and IT staffing.
• Strategic rationale: expand in North America; maintain same business lines.
• Regulatory: no prior approvals required; subject to FEMA and other laws.
• Completion timeline: incorporation completed; subscription/allotment upon remittance.
• Background: newly formed entity; no turnover history yet.

Related party and governance

• Acquired subsidiary will be a related party; promoters hold indirect stake.
• Investment is on an arm's-length basis.
• Appointment: Anshul Sharma named Vice President, Sales.
• Anshul Sharma appointment date: 21 April 2026.
• Appointment: Ram Prakash Varanasi as Healthcare Practice Head.
• Ram Prakash Varanasi appointment date: 24 June 2026; 3-month initial term.
• No related-party relationships with directors.

AI R&D Practice

• AI Research & Development Practice established; effective March 2026.
• Team lead: Kumar Gaurav; GenAI Engineer.
• Four-member AI engineering team; ring-fenced from staff augmentation.
• Objective: develop proprietary AI tools and AI-enabled workflows.
• Funding: IPO funds earmarked for R&D.
• Expected impact: efficiency gains and new revenue streams.

Target background

• Logiciel Solutions Inc. is newly incorporated; Delaware, USA; incorporated 15 June 2026.
• Turnover history not applicable; operations have not commenced.