Prostarm Info Systems seeks nod to vary IPO proceeds usage

Prostarm Info Systems Limited has scheduled a postal ballot to seek shareholder approval for varying the utilization of its Initial Public Offer (IPO) proceeds and amending its employee stock option plan. The company proposes to reallocate ₹1,248.31 lakhs, originally earmarked for inorganic growth and general corporate purposes, towards funding working capital requirements. This reallocation aims to strengthen liquidity and improve cash flow stability as the company expands its operations.

The postal ballot notice was sent to members whose names appear in the Register of Members or List of Beneficial Owners as on the cut-off date of Friday, May 22, 2026. The Board of Directors approved the appointment of Mr. Sandeep Parekh, Proprietor of M/s. Sandeep P Parekh & Co, as the scrutinizer to oversee the e-voting process. The resolutions require approval as special resolutions.

IPO Proceeds Variation

The company raised net proceeds of ₹14,494.14 lakhs through its IPO pursuant to the prospectus dated May 30, 2025. As of March 31, 2026, the company had utilized ₹13,245.83 lakhs, leaving an unutilized amount of ₹1,248.31 lakhs. The management decided against deploying these funds in acquisitions due to a lack of suitable opportunities meeting strategic and financial parameters.

The proposed variation involves shifting the unutilized funds from the object of “Achieving inorganic growth through unidentified acquisitions” to “Funding working capital requirements.” The revised unutilized amount is expected to be utilized during the fiscal year 2026-2027. If the resolution is approved but less than 90% of shareholders voting provide assent, the promoters will offer an exit offer to dissenting shareholders.

Sr. No.	Objects	Total Amount Raised (IPO Proceeds) (Amount in Lakhs)	Amount Utilized as on March 31, 2026 (Amount in Lakhs)	Amount/ Details of Variation (Amount in Lakhs)	Revised Unutilized Amount After Variation (Amount in Lakhs)
1	Funding working capital requirements of our Company	7,250.00	7,250.00	Additional ₹1,248.31 to be utilized from Object No. 3	1,248.31
2	Prepayment or repayment of borrowings	1,795.83	1,795.83	-	0.00
3	Achieving inorganic growth and general corporate purpose	5,448.31	4,200.00	₹1,248.31 to be utilized towards Funding working capital requirements viz. Object No. 1	0.00
Total	Net Proceeds	14,494.14	13,245.83	-	1,248.31

ESOP 2024 Amendments

Shareholders will also vote on amendments to the Prostarm Employee Stock Option Plan 2024 (ESOP 2024) for employees of the company and its subsidiaries. The proposed changes include modifying the vesting schedule and extending the exercise period. The vesting period will now range from one year to five years from the date of grant, while the exercise period is extended to a maximum of three years from the vesting date, up from the previous one-year limit.

The total number of options that may be granted under the plan remains up to 40,00,000 equity shares. As of March 31, 2026, the company had granted 16,44,250 options, with 13,26,500 options outstanding. The amendments are intended to provide greater operational flexibility and align the scheme with market practices for talent retention.

E-Voting Schedule

The remote e-voting facility is available to eligible shareholders from Wednesday, May 27, 2026, at 09:00 a.m. IST to Thursday, June 25, 2026, at 05:00 p.m. IST. The scrutinizer will submit a report to the Chairman upon completion of the scrutiny, and the results are expected to be declared on or before Monday, June 29, 2026.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.35%	-1.09%	-4.34%	-24.48%	-13.34%	+7.26%

Prostarm Info Systems Limited has appointed Mr. Ronak Mukesh Shah as its Internal Auditor for the financial year 2026-27. The Board of Directors approved the appointment during a meeting held on May 22, 2026, under Regulation 30 of the SEBI Listing Regulations. This decision ensures the company maintains robust internal financial controls and governance frameworks for the specified period.

Mr. Shah is a qualified Chartered Accountant and a member of the Institute of Chartered Accountants of India (ICAI). He brings over 10 years of extensive experience in internal audit, internal financial controls, and process consulting across diverse industries, including IT, Pharmaceuticals, FMCG, Manufacturing, Aviation, BFSI, and Poultry.

Professional Background

The appointee possesses strong hands-on experience in ERP environments, including SAP implementation, ERP readiness assessments, and Business Requirement Document (BRD) preparation. His expertise also covers User Acceptance Testing (UAT), system control evaluations, and exposure to regulatory frameworks such as GST (India), UAE VAT, and DFSA compliance. This ensures adherence to applicable statutory and global requirements for the company.

Furthermore, Mr. Shah has deep expertise in strengthening governance frameworks. He is skilled in designing Standard Operating Procedures (SOPs) and implementing Risk Control Matrixes (RCM) to enhance control effectiveness, operational efficiency, and process robustness.

Appointment Details

The following table outlines the key details regarding the new appointment:


Name of the Internal Auditor	Mr. Ronak Mukesh Shah
Reason for change	Appointment of Internal Auditor for FY 2026-27
Date of Appointment	May 22, 2026
Term of Appointment	Financial Year 2026-27
Disclosure of Relationships	NA

The company has confirmed that there are no specific relationships to disclose between the directors and the newly appointed Internal Auditor. This appointment is effective immediately for the specified financial year.