SA Tech Software India Ltd held its Board of Directors meeting on May 15, 2026, approving audited standalone and consolidated financial results for the half year and year ended March 31, 2026, as certified by statutory auditors M/s Katariya and Munot, Chartered Accountants. The results were reviewed by the Audit Committee and subsequently approved by the Board, with the statutory auditors issuing an unmodified audit opinion on the financial statements. The financial results do not contain any false or misleading statements, as certified by Chief Executive Officer Manoj Joshi and Chief Financial Officer Bhavin Goda. At the same meeting, the Board also approved an amendment to the scheme of amalgamation with Mindpool Technologies Limited, incorporating an odd lot settlement mechanism pursuant to an NSE query.

Standalone Financial Performance

On a standalone basis, the company reported total income of ₹11,362.35 Lakhs for the year ended March 31, 2026, compared to ₹10,035.33 Lakhs in the prior year. Revenue from operations stood at ₹11,215.30 Lakhs, while other income contributed ₹147.05 Lakhs. Total expenses for the year were ₹11,046.36 Lakhs, with employee benefit expenses being the largest component at ₹7,845.94 Lakhs. The company recorded a standalone net profit of ₹216.74 Lakhs for the year, compared to ₹743.75 Lakhs in the prior year.

The following table summarises the standalone profit and loss performance:

Standalone Balance Sheet Highlights

The standalone balance sheet as at March 31, 2026 reflects total assets of ₹8,382.90 Lakhs, compared to ₹5,751.08 Lakhs as at March 31, 2025. Shareholders' funds stood at ₹4,181.00 Lakhs, comprising share capital of ₹1,305.73 Lakhs and reserves and surplus of ₹2,875.27 Lakhs. Non-current liabilities increased significantly to ₹1,278.21 Lakhs from ₹216.81 Lakhs, primarily driven by long-term borrowings rising to ₹1,100.67 Lakhs from ₹102.02 Lakhs. Current liabilities also expanded to ₹2,923.69 Lakhs from ₹1,570.02 Lakhs. On the assets side, property, plant and equipment grew to ₹2,079.09 Lakhs from ₹383.96 Lakhs, while trade receivables stood at ₹2,420.00 Lakhs and cash and cash equivalents at ₹423.91 Lakhs.

The standalone cash flow statement reflects net cash from operating activities of ₹1,081.57 Lakhs, while net cash used in investing activities stood at ₹(1,892.97) Lakhs, primarily on account of additions to property, plant and equipment of ₹(1,862.27) Lakhs. Net cash from financing activities was ₹998.64 Lakhs, resulting in a net increase in cash and cash equivalents of ₹187.24 Lakhs during the year, with closing cash and cash equivalents at ₹423.91 Lakhs.

Consolidated Financial Performance

On a consolidated basis, which includes wholly owned subsidiaries S A Tech Leasing India Private Limited and S A Tech Software INC, USA, the company reported total income of ₹11,375.46 Lakhs for the year ended March 31, 2026. Revenue from operations on a consolidated basis was ₹11,230.49 Lakhs. Consolidated net profit for the year stood at ₹210.74 Lakhs, with basic and diluted earnings per share of 1.61 each. Total consolidated assets as at March 31, 2026 were ₹8,377.31 Lakhs. The consolidated cash flow statement reflects net cash from operating activities of ₹1,129.52 Lakhs and net cash used in investing activities of ₹(1,939.19) Lakhs, with closing cash and cash equivalents at ₹425.64 Lakhs.

Segment Performance

The company operates across two primary revenue segments — Domestic IT Consulting and Export (IT Consulting and GCC). For the year ended March 31, 2026, standalone segment revenues were as follows:

Merger Scheme Amendment and Amalgamation Details

The Board approved an amendment to the scheme of amalgamation between Mindpool Technologies Limited (transferor company) and SA Tech Software India Limited (transferee company), incorporating an odd lot settlement mechanism pursuant to an NSE query. Under the scheme, shareholders of Mindpool Technologies Limited are entitled to receive 1 (One) equity share of SA Tech Software India Limited for every 2 (Two) equity shares held in Mindpool Technologies Limited. The share exchange ratio was determined based on a Valuation Report dated July 21, 2025, with the transferee company's equity share valued at Rs. 55.98 per share. The amendment provides that any odd share entitlements shall be settled by the transferee company through a cash payout computed at the same valuation of Rs. 55.98 per share. NSE approval has been obtained, and the scheme remains subject to approval by NCLT, SEBI, and other regulatory authorities.

The transaction falls within the definition of a Related Party Transaction under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, since Mindpool Technologies Limited forms part of the promoter group of SA Tech Software India Limited. However, as both entities are listed on the SME platform, the provisions of Regulation 23 relating to Related Party Transactions are not applicable. The share exchange ratio and other terms of the Scheme have been determined based on an independent valuation report and fairness opinion. The following table presents key financial details of both entities involved in the amalgamation:

Under the scheme, SA Tech Software India Limited will issue new equity shares to the equity shareholders of Mindpool Technologies Limited in the ratio of 1 equity share of ₹10/- each for every 2 equity shares of ₹10/- each held in the transferor company as on the Record Date. Consequently, the existing shareholders of Mindpool Technologies Limited will become shareholders of SA Tech Software India Limited. Further, the 17,67,150 equity shares held by the transferor company in the transferee company shall stand cancelled and extinguished without any consideration, in accordance with the Scheme. The Audit Committee and Independent Directors have adopted and recommended the amendment to the scheme. Additionally, the Board re-appointed Mrs. Vasudha Kanade as Internal Auditor for FY 2026-27, on the recommendation of the Audit Committee.

Auditor Emphasis of Matter

The statutory auditors drew attention to two matters in their emphasis of matter paragraph, without modifying their opinion:

• An arbitration order in favour of the company relating to contractual claims of ₹370.45 Lakhs accounted as "Billing in Progress" from Bihar Rural Livelihood Promotion Society has been received. Further claims aggregating to ₹773.71 Lakhs are contingent upon the final outcome of proceedings before the Hon'ble Patna High Court and have not been recognised in the financial statements.
• The company has not regularised export trade receivables amounting to ₹586.26 Lakhs outstanding for more than six months under the provisions of the Foreign Exchange Management Act, 1999. The impact, if any, arising from such non-regularisation has not been assessed by the company.

SA Tech Software India Limited has formally disclosed to the National Stock Exchange of India (NSE) that its promoters and promoter group have not created any encumbrances on their shares during the financial year ended March 31, 2026. This communication was submitted in compliance with Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

The disclosure, dated April 15, 2026, was addressed to the Manager of the Listing Department at the NSE. It confirms that the promoters, the promoter group, and persons acting in concert have not made any direct or indirect encumbrance on their holdings throughout the financial year. The attached declaration was signed by Priyanka M Joshi on behalf of the promoters and promoter group.

Key Details of the Disclosure

The filing provides specific regulatory and company identification details to ensure proper record-keeping and compliance with the exchange's requirements. The document emphasizes that the declaration is strictly for the information and records of the exchange.

The submission was made by Arnika Choudhary, the Company Secretary of sa tech software . The digital signature on the covering letter to the exchange is timestamped April 15, 2026, at 17:10:43 IST. The original declaration from the promoters is dated April 7, 2026.

Compliance and Submission

The letter explicitly states that the disclosure is being provided "for your information and record," adhering to the standard procedural requirements for substantial acquisition and takeover regulations. The company has ensured that all necessary parties, including the Audit Committee, were informed of the status regarding share encumbrances for the specified financial year.