Change in designation of Mr. Ganesh Natarajan and appointment of SMPs.
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The board approved allotment of 35,82,068 equity shares at Rs. 130 per share (Rs. 120 premium) on a preferential basis as non-cash consideration for acquiring 67.30% of CRG Solutions and 83.23% of Alpharithm Technologies. Issued capital rose to Rs. 41.91 crore spread over 4.19 crore shares. Mr. Ganesh Natarajan was redesignated from Non-Executive Chairman to Executive Chairman (Whole-time Director) for a 3-year term effective April 1, 2025. Three Senior Management Personnel were appointed: Uma Ganesh Natarajan (President - Human Intelligence, spouse of the Executive Chairman), Vijay Jog (Strategic Advisor, founder of the acquired CRG Group), and Raghu BS (EVP - Human Intelligence). The Audit Committee was reconstituted with 3 independent directors plus the Executive Chairman.
Shareholders face about 9.35% dilution (35.82 lakh new shares against 3.83 crore existing) but no cash is spent, with the company adding IT consulting businesses. The move of the Chairman to an executive role and the appointment of his spouse and the acquisition target's founder as SMPs may raise governance and related-party scrutiny.