Cerebra Integrated Technologies Limited convened an Extraordinary General Meeting (EGM) on June 6, 2026, to approve the initiation of the Corporate Insolvency Resolution Process (CIRP) under Section 10 of the Insolvency and Bankruptcy Code, 2016. The meeting, held via video conferencing, was chaired by Mr. Ranganathan V, Chairman and Managing Director, and sought shareholder approval for this critical strategic measure. The resolution was passed as a special business item, marking a significant step in the company's compliance and restructuring efforts.

The proceedings commenced at 11:30 A.M. IST and concluded at 11:38 A.M. IST, with the requisite quorum present throughout. In the absence of the Company Secretary, who is on maternity leave, the Chairman ensured compliance with the Companies Act, 2013, and relevant Ministry of Corporate Affairs circulars by facilitating the meeting through audio-visual means. The Board appointed Mr. Parameshwar G. Bhat as the Scrutinizer to supervise the e-voting process.

Shareholders were provided with the facility to cast votes through remote e-voting and via Central Depository Services (India) Limited (CDSL) during the meeting. The e-voting facility remained open for 30 minutes post-conclusion of the EGM. Mr. Vishwamurthy Phalanetra, Whole-time Director and CFO, was authorized to declare the voting results and intimate the stock exchanges within two working days of the meeting's conclusion.

EGM Proceedings Summary

The company will submit the voting results to BSE Limited and National Stock Exchange of India Limited in accordance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results will also be made available on the company's website and the CDSL platform.

Cerebra Integrated Technologies Limited reported a widened net loss of ₹716.42 crore for the financial year ended March 31, 2026, as revenue declined significantly to ₹59.54 crore. The company's statutory auditor, YCRJ & Associates, issued a disclaimer of opinion on the standalone and consolidated financial results, citing material uncertainties that cast significant doubt on the company's ability to continue as a going concern.

Financial Performance

The standalone net loss for FY26 widened from ₹473.17 crore in the previous year. Revenue from operations dropped to ₹59.54 crore from ₹356.15 crore in FY25. For the fourth quarter ended March 31, 2026, the company reported a net loss of ₹311.49 crore on revenue of ₹11.42 crore. Total expenses for the year surged to ₹823.84 crore, driven primarily by other expenses which stood at ₹700.33 crore.

Auditor's Disclaimer of Opinion

YCRJ & Associates stated they could not obtain sufficient appropriate audit evidence to support the company's use of the going concern basis of accounting. The report highlighted that the company is incurring significant operating losses, has substantially reduced its workforce, and ceased key operations including refurbishment activities. Additionally, the company faces challenges in meeting obligations and servicing current liabilities.

The auditors also raised concerns over the devaluation of inventories amounting to ₹9.76 crore, noting a lack of item-wise details and valuation workings. Furthermore, the report flagged outstanding trade receivables of ₹143.07 crore, of which ₹142.99 crore was overdue for more than a year, and outstanding dues of ₹100.28 crore from an overseas party related to the sale of a former subsidiary, Cerebra Middle East FZCO Dubai.

Management Response

In the statement on the impact of audit qualifications, the management asserted that the going concern assumption remains appropriate based on mitigating actions underway. These measures include significant cost rationalization, renegotiation of vendor contracts, and discussions with potential investors to raise capital. The company is also identifying non-core assets for monetization to support working capital requirements and reduce liabilities.