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.

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.

Prostarm Info Systems has reported its audited consolidated financial results for the quarter and year ended March 31, 2026, recording a net profit of ₹330 Mn for the full financial year, up from ₹289 Mn in the previous year. The company posted a net profit of ₹79 Mn for the fourth quarter, compared to ₹68 Mn in the corresponding period of the previous year. Revenue from operations for the year rose to ₹3,858 Mn from ₹3,506 Mn in FY25, while Q4 revenue stood at ₹1,045 Mn, an increase from ₹820 Mn in Q4 FY25. The audio recording of the earnings conference call held on May 25, 2026, is now available on the company's website.

The Board of Directors approved the financial results at their meeting held on May 22, 2026. Pursuant to Regulation 47 of the SEBI Listing Regulations, the company published the audited standalone and consolidated financial results in the Financial Express (English) and Mumbai Lakshadeep (Marathi) newspapers on May 23, 2026. The statutory auditors have audited these results and expressed an unmodified opinion on the said results.

Key Financial Metrics

The following table summarises the consolidated financial performance for FY26 compared to the previous year:

Operational Highlights

The company's EBITDA for the year improved marginally to ₹463 Mn from ₹455 Mn in FY25. However, the EBITDA margin contracted to 12.00% from 12.98% in FY25, reflecting higher procurement costs and increased employee expenses associated with expansion initiatives. The statutory auditors, M/s. Mansaka Ravi & Associates, issued an audit report with an unmodified opinion on the financial results.

Revenue growth during FY26 remained moderate due to subdued Q4-FY26 performance, impacted by supply chain disruptions and delayed order execution. Deferred March orders are expected to be executed in Q1-FY27. Supported by a robust order book of INR 12,022 Mn, the company maintains healthy revenue visibility.

Strategic Developments

The Board approved the variation in the objects of the issue and utilization of proceeds of the Initial Public Offer (IPO), subject to shareholder approval via postal ballot. Amendments to the 'Prostarm Employee Stock Option Plan 2024' were also approved, subject to postal ballot. The Board appointed Mr. Ronak Mukesh Shah as Internal Auditor and re-appointed M/s. Y R Doshi & Company as Cost Auditor for FY 2026-27.

The company is expanding its manufacturing capabilities, with a 1.2 GWh BESS facility in Jhajjar nearing commissioning in Q1-FY27 and a Gujarat UPS manufacturing expansion expected to become operational in Q2-FY27. The balance sheet strengthened significantly during FY26, with long-term debt reducing to INR 8 Mn, resulting in an effectively net debt-free position.