Tacent Projects Ltd

Tacent Projects Limited — Trading Window Closed from 01 October 2026 until 48 hours after the Board Meeting for the Unaudited Standalone Financial Results for the quarter and half year ended 30 September 2026

Resignation of WTD & CFO

• Mohit Sharma resigns as Whole Time Director and CFO, effective 22 Sep 2026.
• He continues as a Non-Executive Director.

Appointment of CFO - Sahil Mahawar

• Sahil Mahawar appointed Chief Financial Officer, effective 22 Sep 2026.
• Profile: B.Com, CS (Executive) from ICSI; experience in Finance, Secretarial law, SEBI law, Corporate Governance.
• Not related to any Directors or KMPs.

AGM Details

• Held on 10 September 2026 via Video Conferencing; start 1:16 PM, end 1:47 PM.
• Shareholders attended via VC: 2 from promoter group and 33 from public.
• Total shareholders eligible for e-voting: 1,157.

Key Resolutions

• Resolution 1: Adoption of Audited Standalone Financial Statements; ordinary, approved.
• Resolution 2: Re-appoint Ankit Tayal, Non-Executive Director; ordinary, approved; Tayal's votes invalid.
• Resolution 3: Increase in Authorized Share Capital; ordinary, approved.
• Resolution 4: Alter MOA Clause V (Capital Clause); special, approved.
• Resolution 5: Preferential issue of up to 3,400,000 equity shares to identified public; special, approved.
• Resolution 6: Issue of up to 11,587,750 Fully Convertible Warrants; special, approved; some invalid votes noted.
• Resolution 7: Regularisation of Neeraj Chaudhary as Director (Executive); ordinary, approved.
• Resolution 8: Re-designation of Neeraj Chaudhary as Whole-Time Director; ordinary, approved.

Director Changes

• Ankit Tayal re-appointed as Non-Executive Director; liable to retire by rotation.
• Neeraj Chaudhary regularised as Executive Director and re-designated as Whole-Time Director.

Other Material Approvals

• Increase in Authorized Capital; alteration of Capital Clause V in MOA.
• Preferential issue to public non-promoter.
• Issue of Fully Convertible Warrants on a preferential basis.

Auditors and Related-Party

• No auditor changes disclosed.
• No material related party transactions disclosed.

Key resolutions

• AGM held on 10 September 2026 at 01:16 PM via Video Conferencing.
• Standalone audited financial statements for the year ended 31 March 2026 adopted.
• Re-appointment of Ankit Tayal as Non-Executive Director on rotation.
• Increase in the authorized share capital.
• Alteration of Clause V of the Memorandum of Association.
• Issue up to 34 lakh equity shares on preferential basis to identified public.
• Issue up to 1,15,87,750 fully convertible warrants on preferential basis.
• Regularisation of Neeraj Chaudhary as Director (executive).
• Re-designation of Neeraj Chaudhary as Whole-Time Director for five years.
• Voting results to be announced via Consolidated Scrutinizer Report within two working days.
• Statutory auditor attended; no change in appointment.
• No material related party transactions disclosed in proceedings.

Overview

• 33rd AGM to be held via VC/OAVM on Sept 10, 2026.
• Capital raise proposals include 34 Lakh equity shares to Public Non-Promoter.
• Fully Convertible Warrants proposed up to 1,15,87,750 on preferential basis.
• Issuer valuation per share Rs 9.14; issue price Rs 10 not discounted.
• Authorised capital proposed to Rs 22 crore pending member approvals.
• Dematerialisation and lock-in applicable to new equity/warrants.

Financials

• FY2025-26 standalone total income: 10.25 Lakh.
• PAT: 1.17 Lakh; prior year loss 3.70 Lakh.
• Basic EPS: Rs 0.033; prior year Rs -0.105.
• Total assets: Rs 142.52 Lakh; total equity: Rs -24.36 Lakh.
• Cash flows: operating Rs -6.08 Lakh; financing Rs 5.46 Lakh; closing Rs 0.17 Lakh.
• Revenue from operations FY25-26: Rs 10.25 Lakh vs Rs 335.44 Lakh prior year.

Capital Raising & Structure

• Authorised capital to be Rs 22 crore; equity 2,00,00,000 shares; preference 2,00,000.
• Preferential issue up to 34 Lakh equity shares to Public Non-Promoter at Rs 10.
• Issue price Rs 10; fair value per share Rs 9.14; not at discount.
• Up to 1,15,87,750 Fully Convertible Warrants; aggregate Rs 11.58 crore.
• Warrants convertible into equity within 18 months; 25% upfront payment.
• Dematerialised form; lock-in as per ICDR Regulations.
• In-principle approvals from BSE required prior to allotment.
• Allotment to be completed within 15 days post-approval date.
• Post-issue, equity shares to rank pari passu with existing shares.

Governance & Board Changes

• Vaibhav Goel resigned as WTD/CFO on 08.04.2025.
• Mohit Sharma designated Whole-Time Director; appointed CFO on 11.04.2025.
• Ankit Tayal redesignated Non-Executive Director from 27.08.2025.
• Neeraj Chaudhary appointed as Executive Additional Director from 31.07.2026; will be WTD from 11.08.2026.
• Board meetings held: 9 in FY2025-26.
• Audit Committee: 5 meetings; chair Jagriti Ojha; Mohit Sharma member.
• Nomination & Remuneration Committee: 5 meetings; chaired by Jagriti Ojha.
• Stakeholders' Relationship Committee: 4 meetings; chaired by Somali Trivedi.

Dividends & Shareholder Actions

• Dividend for FY2025-26 not recommended.
• AGM notices and e-voting details published; cut-off date Sept 3, 2026.

Audit & Compliance

• Statutory Auditor: VSSA & Associates reappointed for five years.
• Secretarial Auditor: Jain P & Associates; Secretarial Audit unqualified.

Going Concern & Risks

• Note: going concern basis adopted due to erosion in net worth.
• Management expects potential turnaround via capital-raising and cost controls.

Related Party Transactions

• RPTs disclosed; generally arm's length; none with promoters beyond standard.

Internal Controls & Compliance

• Internal controls judged adequate; audits by internal and statutory auditors.

AGM details

• AGM scheduled for 10 Sep 2026 at 01:00 PM IST via VC/OAVM.

Resolutions to be voted (special)

• Resolution 5: Preferential issue of 34 lakh equity shares at ₹10 to promoter group and public (Special Resolution).
• Resolution 6: Preferential issue of 1,15,87,750 fully convertible warrants to promoter group and public (Special Resolution).

Financials

• Standalone total income Rs 10.25 Lakh in FY2025-26.
• PAT Rs 1.17 Lakh, up from Rs -3.70 Lakh prior year.
• EPS basic Rs 0.033; prior year Rs -0.105.
• Equity share capital Rs 351.23 Lakh; net worth negative Rs 24.36 Lakh.
• Trade receivables Rs 141.64 Lakh; borrowings Rs 37.04 Lakh.
• Total assets Rs 142.52 Lakh; total equity and liabilities Rs 142.52 Lakh.
• Dividend for FY2025-26 not declared.

Capital & fundraising

• Authorised share capital increased to Rs 22 Crore.
• Equity capital increased to 2,00,00,000 shares; preference shares 2,00,000 unchanged.
• Special resolutions: preferential issue up to 34 Lakh equity shares; up to 1,15,87,750 warrants.
• Valuation fair value Rs 9.14 per share; issue price Rs 10 not discounted.
• Promoter post-issue holding around 61%.

Governance & management

• Neeraj Chaudhary appointed Additional Director (Executive) on 31-Jul-2026; to be WTD.
• Nine board meetings held in FY2025-26.
• Mohit Sharma resigned from NRC; Ankit Tayal joined NRC on 27-Aug-2025.
• Statutory Auditor: VSSA & Associates; Secretarial Auditor: Jain P & Associates.
• AGM via VC/OAVM; cut-off date 3-Sep-2026; e-voting 7-9-Sep-2026.

Dividend & liquidity

• Net cash from operations Rs -6.08 Lakh.
• Net cash from financing Rs 5.46 Lakh; closing cash Rs 0.17 Lakh.
• Going concern is acknowledged due to negative net worth.

Operations & risk

• Single operating segment; revenue from operations Rs 10.25 Lakh.
• Trade receivables aged Rs 141.64 Lakh; all outstanding.

AGM details & disclosures

• 33rd AGM on 10 Sep 2026 via VC/OAVM.
• Cut-off date 3 Sep 2026; remote e-voting 7-9 Sep 2026.
• Listed on BSE; NSDL e-voting; Scrutinizer appointed.

Director designation and tenure

• Change: Neeraj Chaudhary becomes Whole-time Director; previously Executive Additional Director.
• Term: five years from 11 Aug 2026 to 10 Aug 2031.
• Subject to Members' approval at the 33rd AGM.
• Continues as Additional Director until the ensuing AGM or earlier date.
• Remuneration terms to be approved; to be disclosed in AGM Notice.

Valuation and preferential issue approvals

• Valuation dated 11 Aug 2026: fair value ₹9.14 per equity share.
• Relevant date for pricing: 11 Aug 2026.
• Equity preferential issue: up to 34,00,000 shares at ₹10 each.
• Warrant preferential issue: up to 1,15,87,750 Fully Convertible Warrants at ₹10 each.
• Issue price, relevant date, and pricing basis confirmed; subject to approvals.
• Private placement approval documents PAS-4/PAS-5 prepared; filing authorized.
• Post-issue shareholding: promoters 61.43%, public 38.57%.
• No change in control anticipated.
• Payment terms: 25% on subscription; 75% on exercise.
• Conversion window: 18 months from allotment.
• Conversion ratio: 1:1; conversion price ₹10.
• Annexures contain investor disclosures and details.

33rd AGM notice and related resolutions

• Notice approved for 33rd AGM; date 10 Sep 2026, 1:00 PM via VC.
• Board approved Board Report for year ended 31 Mar 2026.
• Cut-off date for e-voting: 3 Sep 2026.
• E-voting window: 7–9 Sep 2026.
• Scrutinizer appointment: M/s Jain P & Associates.
• AGM will consider WTD appointment, authorised capital increase, and preferential issues.