Sattrix Information Security Ltd

Sattrix Information Security Limited: Trading window closed from Oct 01, 2026 until 48 hours after the declaration of the half-year 2026 audited financial results (Sept 30, 2026).

Price movement clarification

• Share price movement is market-driven and not controlled by management.
• All material information has been disclosed to the stock exchange timely and accurately.
• As of date, promoter and KMPs have not dealt in the company's securities recently.
• Movement is market conditions and speculative in nature; the company has no control.
• The company will continue to inform exchanges about price-sensitive information as required.

AGM Details

• Date/time: 22 Sep 2026, 3:00 PM IST; mode: VC.
• Quorum: 9 members; meeting duration: 1h 7m.
• Meeting concluded at 04:07 PM IST.

Resolutions

• Ordinary: Adopt FY2025-26 standalone and consolidated financial statements.
• Ordinary: Re-appoint Mayur Rathod as Non-executive Director.
• Special: Re-appoint Sachhin Gajjaer as Managing Director for three years.
• Special: Reappoint Ronak Gajjar as Whole-time Director for three years.
• Special: Variation in IPO objects and use of unutilized IPO proceeds for fixed assets.
• Special: Approval of Revised SATTRIX ESOP Scheme 2026.

Directors

• Mayur Rathod reappointed as Non-executive Director.
• Sachhin Gajjaer reappointed as Managing Director.
• Ronak Gajjar reappointed as Whole-time Director.

Auditors

• No change in statutory or secretarial auditors disclosed.

Voting status

• Voting results to be disclosed on exchanges and company website; no results provided in filing.

RPTs

• No material related party transactions disclosed.

Financials

• Standalone revenue from operations: ₹5,876.41 Lakhs in FY2025-26.
• Consolidated revenue from operations: ₹6,083.44 Lakhs in FY2025-26.
• Standalone PAT: ₹883.39 Lakhs; YoY ₹424.27.
• Consolidated PAT: ₹807.53 Lakhs; YoY ₹404.61.
• Basic EPS: Standalone ₹11.90; Consolidated ₹11.10.
• No dividend recommended for FY2025-26.

IPO & equity actions

• IPO price ₹121; subscription 70.44x with 12,03,20,000 bids.
• Share swap: 4,548,379 equity shares issued for Sattrix Software Solutions at 379:1.
• Authorized capital raised to ₹30 crore (from ₹7.5 crore).
• Issued capital after allotments: ₹11.3488 crore (₹1,134.84 Lakhs).

ESOP corrigendum

• Corrigendum: Revised SATTRIX ESOP Scheme 2026; revisions noted.
• Vesting now over 12 years; 11 tranches of 8.33% and final 8.37%.
• Exercise period now 12 years; acceptance within 30 days.
• Exercise price to be determined by Registered Valuer.

Governance & board changes

• Sachhin Gajjaer reappointed MD for 3 years (2026–2029).
• Ronak S Gajjar reappointed WTD/CFO 2026–2029; no salary drawn.
• Aashish Parekh resigned Aug 27, 2025; Darshil Shah appointed Independent Director Aug 14, 2025.
• Board comprises five directors with independent oversight.

CSR & ESG

• CSR spent ₹15.67 Lakhs; required ₹9.92 Lakhs; excess ₹5.74 Lakhs.
• CSR projects include rural development, food, medical care under Swachh Bharat via Jay Harihar Krupa Foundation.

Fraud & risk disclosures

• Fraud of ₹1.41 Crore; FIR 67/2025; investigation ongoing; no provision recorded.
• Internal controls considered adequate; no material weaknesses; no major going-concern concerns indicated.

Subsidiaries & corporate structure

• Subsidiaries: USA (Sattrix Information Security Inc.) 100%; UAE (DMCC) 100%; Malaysia JV (SDN BHD) 51%.
• Acquired Sattrix Software Solutions Pvt Ltd via share swap; 4,548,379 shares issued at 379:1.

Meeting Details

• Date: 08 September 2026; time and venue not disclosed.

Key Agenda Items

• Approval of Revised SATTRIX ESOP Scheme 2026.
• Approval to issue corrigendum to AGM notice and FY 2025-26 AR.
• Any other matter with the board's permission.

Other Notes

• No additional material governance actions disclosed.

AGM and Annual Report notice

• 13th AGM scheduled for Sep 22, 2026 at 3:00 PM IST via VC/OAVM.
• Notice and Annual Report 2026 are accessible on the company site and BSE Bigshare portals.
• Electronic copies of AGM Notice and AR will be sent to registered email addresses as per Listing Regulations.
• Shareholders with physical shares are advised to dematerialize for compliance and faster transactions.
• Registration of PAN, KYC, or Nomination details advised for folios not updated.

AGM e-voting timeline

• Intimation for 13th AGM FY 2025-26: Cut-off 15 Sep 2026; e-voting 19–21 Sep 2026, 9:00 a.m.–5:00 p.m.

Financial highlights

• FY26 standalone revenue from operations: Rs 5,876.41 Lakhs, up from FY25.
• FY26 consolidated revenue from operations: Rs 6,083.44 Lakhs.
• Standalone PAT: Rs 883.39 Lakhs; consolidated PAT: Rs 807.53 Lakhs.
• Basic EPS FY26: Rs 11.90; FY25: Rs 6.57.
• EBITDA FY26: Rs 1,215.84 Lakhs, up from Rs 607.71 Lakhs.

IPO, equity and ESOP

• IPO subscription: 70.44x; issue price ₹121; bids 12,03,20,000.
• Authorized share capital increased to ₹30 Crore.
• Issued capital as of 31-03-2026: ₹11.348 Crore.
• Share swap: 4,548,379 new shares issued for acquisition; ratio 379:1.
• ESOP Scheme 2026: pool value ₹47.34 Crore; four-year vesting; administered by NRC.

Capital structure & movements

• Unutilized IPO proceeds of ₹3.32 Crore reallocated to fixed assets.
• Dividend: Board did not recommend any dividend for the year.
• Remuneration for MD and WTD aligned with Schedule V; subject to approvals.
• Additional equity raised through share swaps increased paid-up equity.

Subsidiaries & group structure

• Wholly owned US subsidiary: Sattrix Information Security Inc.
• Wholly owned UAE subsidiary: Sattrix Information Security FZCO.
• Malaysia JV: Sattrix Information Security SDN BHD (51%).
• Consolidated statements include three subsidiaries.

Governance & leadership

• MD & Chairman: Sachhin K. Gajjaer; WTD & CFO: Ronak S. Gajjar.
• Aashish Parekh resigned as Independent Director on 27 Aug 2025.
• Darshil Shah appointed Independent Director on 14 Aug 2025.
• MD re-appointed for three years from 28 May 2026; WTD re-appointed from 23 Sep 2026.
• Audit, NRC and Stakeholders’ Relationship Committees in place with dynamic reconstitution.

Audits, controls and risk

• Secretarial audit: no qualifications; no material adverse observations.
• Standalone risk: Rs 1.41 Crore Advance to Vendors; FIR filed; recoverability uncertain.
• Internal financial controls: adequate and operating effectively.
• Key audit matter: recoverability of advance to vendors in government project.

CSR and regulatory

• CSR spent: Rs 15.67 Lakh; 2% average net profit requirement: Rs 9.92 Lakh.
• Excess CSR expenditure: Rs 5.74 Lakh.
• CSR activities cover rural development, health, nutrition and Swachh Bharat initiatives.

Industry outlook and risks

• Global cybersecurity market expected to reach USD 608.3 Billion by 2033.
• India market: cloud security, data privacy, and managed security services growth.
• Risks: competition, high employee turnover, currency fluctuations, and cyber threats.