Capricorn Systems Global Solutions submitted a revised Annual Report and Notice of the 41st Annual General Meeting (AGM) to the Bombay Stock Exchange on September 5, 2026. The company stated that the revision was made solely to rectify typographical errors in the previously issued notice, with all other contents remaining unchanged.

The 41st AGM is scheduled for September 29, 2026, at 11:00 am via video conferencing. Shareholders holding shares as on the record date of September 22, 2026, are eligible to vote. The e-voting period runs from September 26 to September 28, 2026. The register of members will remain closed from September 23 to September 29, 2026.

Key Agenda Items

The AGM agenda includes several ordinary and special resolutions:

• Adoption of audited financial statements for FY26.
• Reappointment of Manmohan Rao Suddhala as Managing Director for one year, without remuneration.
• Reappointment of Mrs. Vuddaraju Triveni as an Independent Director for a second five-year term.
• Appointment of M/s. MVK & Associates as Secretarial Auditors for five years.
• Appointment of Mr. Kondaipally Vamshi Krishna and Mr. Nageswara Rao Parimi as Independent Directors.

Financial Context

The annual report covers FY26, during which the company reported a net profit of ₹18.17 lakh, a turnaround from a net loss of ₹91.08 lakh in FY25. Total revenue surged to ₹29.04 crore, driven primarily by agricultural commodities trading. The company also completed a rights issue of 2.40 crore equity shares in February 2026.

Governance Updates

Mr. Manmohan Rao Suddhala, who holds a 6.42% stake, continues as Managing Director without remuneration. The board has reconstituted its Audit, Nomination & Remuneration, and Stakeholders Relationship Committees, with Nageswara Rao Parimi serving as chairman across all three. M/s. SNMR & Associates served as statutory auditors for FY26.

What the Numbers Show

The revised notice confirms the governance structure supporting the company’s operational pivot. With agri-commodities contributing 96.3% of revenue in FY26, the appointment of directors with expertise in legal advisory and business management aligns with the scale-up of this high-volume, low-margin segment.

Capricorn Systems Global Solutions has received a letter of no adverse observation from the Bombay Stock Exchange regarding its proposed scheme of amalgamation with Radical Bio-Organics Limited.

The exchange issued the communication on August 20, 2026, clearing the path for the Hyderabad-based IT services firm to proceed with filing the scheme before the National Company Law Tribunal. The validity of this observation letter is six months from the date of issuance.

Regulatory Requirements

While the stock exchange raised no adverse observations regarding listing requirements, the Securities and Exchange Board of India outlined specific disclosures the company must incorporate into the scheme document. These mandates aim to ensure transparency for public shareholders during the merger process.

Key compliance requirements include:

• Disclosure of all ongoing adjudication, recovery proceedings, or prosecution actions against the company, its promoters, and directors.
• Prominent display of pre- and post-scheme shareholding patterns for promoter and public shareholders on the first page of the shareholder notice.
• Submission of a valuation report and addendum issued by a registered valuer, including justifications for growth rates used in projections.
• Detailed rationale for the merger, swap ratio, business synergies, and cost-benefit analysis.
• Financial statements for all entities involved that are not older than six months from the date of the stock exchange’s no-objection certificate.

Shareholder Impact Disclosures

The regulator emphasized the need for clear communication regarding changes in ownership structure. The company must explain the reasons for any increase in promoter shareholding and its impact on public shareholders’ rights and holding value.

Additionally, the entities must disclose:

• Revenue, net profit, and EBITDA for the last three years for all companies involved in the scheme.
• Value of assets and liabilities being transferred from Radical Bio-Organics to Capricorn Systems.
• No-objection certificates from lending scheduled commercial banks or financial institutions.
• Details of pending legal actions against the entities, promoters, or key managerial personnel and their potential impact on the transferee company.

Next Steps

Capricorn Systems must file the petition before the NCLT within the six-month validity period of the observation letter. The company is required to disclose the no-objection letter on its website within 24 hours of receipt, which it has already done.

The proposed equity shares to be issued under the scheme must be in demat form only. Any changes to the draft scheme beyond those mandated by regulators require specific written consent from SEBI.