Capricorn Systems Global Solutions reappointed Manmohan Rao Suddhala as Managing Director for a one-year term starting October 1, 2026. The appointment is subject to shareholder approval.

The board also appointed Kondaipally Vamshi Krishna and Nageswara Rao Parimi as additional non-executive independent directors effective September 2, 2026. Both will serve five-year terms pending member approval.

Board Composition Changes

The appointments coincide with the resignation of two existing independent directors, Mrs. Lakshmi Gurram and Mr. Kollu Venkata Srinivasa Rao, effective September 2, 2026. Both cited personal and professional commitments as reasons for stepping down.

Manmohan Rao Suddhala brings over 49 years of managerial experience across textiles, paper, and software services. He holds a shareholding of 17,95,223 shares, representing 6.42% of the company’s equity.

Kondaipally Vamshi Krishna is a practicing advocate with expertise in corporate and regulatory matters. Nageswara Rao Parimi has extensive experience in the real estate sector, including property development and business management.

Committee Reconstitution

The board reconstituted its key committees following these changes:

Triveni Vuddaraju continues to serve as a member across all three committees.

Annual General Meeting

The company scheduled its 41st Annual General Meeting (AGM) for September 29, 2026, to be conducted via video conferencing or other audio-visual means. The register of members and share transfer books will remain closed from September 23, 2026, to September 29, 2026.

MVK & Associates was appointed as the scrutinizer for the AGM. Central Depository Services Limited (CDSL) will provide e-voting and video conferencing facilities.

Secretarial Auditors

The board appointed MVK & Associates as secretarial auditors for a five-year term covering FY27 through FY31. The firm specializes in company law, securities laws, corporate governance, and capital market transactions.

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.