Virinchi Ltd

AGM Details

• Date: 30-09-2026; Mode: Video Conference (VC).
• Start time: 12:30 AM; End time: 01:14 PM.
• Record date: 23-09-2026.
• Held as the 37th AGM via VC.

Resolutions & Voting

• Ordinary: Adopt Audited Financial Statements and Reports for year ended 31-03-2026.
• Outcome: Resolution 1 passed with requisite majority.
• Ordinary: Re-appoint director retiring by rotation (V. Satyanarayana) for another term.
• Outcome: Resolution 2 passed with requisite majority.

Director Changes

• Director Changes: V. Satyanarayana (DIN 09070986) re-appointed on rotation.

AGM Details

• AGM held on 30 Sep 2026 at 12:30 p.m. IST via VC/OAVM.
• Remote e-voting available 26–29 Sep 2026; Scrutinizer appointed.

Key Resolutions

• Adopt Audited Financial Statements for FY ended Mar 31, 2026 and Consolidated Statements.
• Re-appointment of director retiring by rotation (Sri V. Satyanarayana).

Voting Results

• Remote e-voting conducted; results to stock exchanges and website by Oct 03, 2024.
• Outcomes of these resolutions not stated in the summary.

Director Changes

• Re-appointment of Sri V. Satyanarayana as Director (retiring by rotation) on 30 Sep 2026.

Auditors

• Statutory auditor P. Murali & Co attended; no change disclosed.

ESOP Status

• Certificate confirming ESOP schemes implemented available for inspection.

Virinchi Ltd — Trading Window Closed from October 01, 2026 till the end of 48 hours after the declaration of the Un-Audited Financial Results of the Company for the quarter and half year ended September 30, 2026

Status update

• As of August 2026, no requests received, processed, approved, or rejected.
• Registrar: M/s Aarthi Consultants Pvt Ltd submitted the August 2026 report.

Annual Report and AGM

• Annual Report for FY2025-26 and AGM notice sent to shareholders with registered emails.
• Shareholders without registered emails will receive a link to the Annual Report.
• Physical copies available on written request.
• AGM scheduled for 30 September 2026 at 12:30 PM via VC/OAVM.
• Annual Report links: Virinchi website and RTA portal.

KYC for physical shareholders

• Physical shareholders must update KYC with the RTA using specified forms.
• Form ISR-1 for PAN/KYC changes, ISR-2 for signature verification.
• Nomination forms SH-13 and ISR-3 for opt-out, SH-14 for changes.
• RTA address: M/s Aarthi Consultants Pvt Ltd, Hyderabad.
• For demat holders, contact your Depository Participant for KYC updates.

AGM Details

• AGM date/time: 30 September 2026, 12:30 PM IST, via VC/OAVM
• Record/closure: Members' register closes 24–30 September 2026

Ordinary Business

• Item 1: adopt standalone and consolidated financial statements for year ended 31 March 2026
• Item 2: re-appoint Vedula Satyanarayana as director, retiring by rotation

Director Details

• Vedula Satyanarayana retires by rotation; eligible; board recommends re-appointment

Financial performance

• FY25-26 consolidated revenue from operations: ₹284.36 Cr, down 5.57% YoY.
• Total consolidated income: ₹286.13 Cr; down 7.19% YoY.
• Consolidated PAT: ₹(26.12) Cr; prior year ₹0.72 Cr.
• Standalone PAT: ₹13.98 Cr; down 12.84%.
• Consolidated EBITDA: ₹71.50 Cr; EBITDA margin 24.99%.
• PAT margin consolidated: −10.27%.
• Debt-equity ratio 0.29x; interest coverage 2.17x; current ratio 1.69x.
• Book value per share ₹44.32; earnings per share ₹−2.52.

Segment performance

• SaaS revenue ₹153.94 Cr; +15.42% YoY; 79.22% of IT revenue.
• IDC & IT Services ₹40.37 Cr; −29.55% YoY.
• Healthcare revenue ₹79.99 Cr; YoY −23.20%; EBITDA ₹23.68 Cr.
• IT Enabled Services ₹10.07 Cr; EBITDA −₹0.69 Cr.
• Total EBITDA from operations ₹69.73 Cr; EBITDA margin 24.99%.

Business developments and strategy

• QFund AI-enabled platform advancing; revenue growth 15.42%.
• Healthcare expansion includes oncology block; 400-bed facility planned.
• VHPL promoter infusion; ownership diluted to 51% while Virinchi holds 51%.
• Slump-sale of VHPL units completed for ₹100 Cr.
• US fintech expansion; AI-led underwriting enhancement ongoing.
• Mother & Child Unit planned for April 2028.

Governance and controls

• Vedula Satyanarayana re-appointed as Vice Chairman & Executive Director.
• Priya Rajender Goda appointed Independent Director on 11 Jun 2025.
• Suresh Juthuga resigned as Independent Director on 1 Jun 2025.
• Nine board meetings; eight Audit Committee meetings; one independent director meeting.
• CARO observation noted delays in depositing undisputed statutory dues.
• Internal controls assessed; no material weaknesses reported.

Capital structure and liquidity

• Standalone net worth ₹482.16 Cr; total debt ₹141.32 Cr; gearing 0.29x.
• Consolidated gearing 0.29x; current ratio 1.69x; interest coverage 2.17x.
• Standalone cash and cash equivalents ₹595.33 Lakh.
• Warrants issued: 2.34 Cr; converted 61.50 Lakh; end-year outstanding 1.725 Cr.
• Equity capital increased to ₹10,879.69 Lakh; end-year warrants value ₹4,759.50 Lakh.

CSR and ESG

• CSR expenditure ₹38.44 Lakh; mandate ₹31.74 Lakh; excess ₹6.70 Lakh carried forward.
• CSR activities include Education Sanitation and Health Care projects.
• CSR policy and projects disclosed on company website.

Outlook and risks

• US IT services growth supported by AI adoption; ongoing digital transformation.
• Indian healthcare growth aided by government support; oncology expansion underway.
• Regulatory risk: RBI digital lending guidelines; cybersecurity threats.
• Trade tensions and macro risks could impact US-facing revenues.

Key approvals

• The 37th AGM will be held on Sept 30, 2026 via VC/OVAM.
• Board approved the Board's Report, Corporate Governance, MD&A and annexures for FY ended Mar 31, 2026.
• Re-appointment of Mr. Satyanarayana Vedula, retiring director, for another term.