To,
The Members,
MAGELLANIC CLOUD LIMITED
CIN: L72100TG1981PLC169991
The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "MCLOUD"), along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2026, of Magellanic Cloud Limited ("the Company").
Financial Results
The summarized financial performance of the Company for FY2025-26 and FY2024-25 are given below
(Amount in lakhs except EPS)
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Revenue from operations | 10,203.48 | 8,150.46 | 69,787.64 | 59,723.61 |
| Other Income | 439.96 | 325.86 | 844.26 | 418.69 |
| Total Revenue | 10,643.44 | 8,476.32 | 70,631.90 | 60,142.30 |
| Total Expenses | 7,772.15 | 6,563.13 | 56,017.68 | 45,870.18 |
| Profit/(Loss) before exceptional and extraordinary items and tax | 2,871.29 | 1,913.20 | 14,614.23 | 14,272.13 |
| Exceptional Items | 0 | 0 | 0 | 0 |
| Extraordinary Items | 0 | 0 | 0 | 0 |
| Net Profit Before Tax | 2,871.29 | 1,913.20 | 14,614.23 | 14,272.13 |
| Provision for Tax - Current Tax | 641.02 | 497.18 | 3,867.46 | 4,249.15 |
| - Deferred Tax (Liability)/Assets | 142.41 | 71.62 | (848.51) | 97.53 |
| - Excess/(short) provision for earlier years | 25.02 | (19.14) | 166.60 | (347.59) |
| Net Profit After Tax | 2,062.84 | 1,363.54 | 11,428.68 | 10,273.03 |
| Non-Controlling Interest | 0 | 0 | 5.49 | 3.97 |
| Profit/(Loss) from Discontinued operations | 0 | 0 | 0.00 | 0.00 |
| Tax Expense of Discontinued operations | 0 | 0 | 0.00 | 0.00 |
| Profit/(Loss) from Discontinued operations (after tax) | 0 | 0 | 0.00 | 0.00 |
| Profit/(Loss) for the period | 2,062.84 | 1,363.54 | 11,423.19 | 10,269.06 |
| Other Comprehensive Income | ||||
| Items that will not be reclassified to profit or loss | ||||
| - Actuarial Gains/(Losses) on Employee Benefit | 33.43 | (17.35) | 115.78 | 12.63 |
| - Gain/loss on revaluation of Intangible assets | 0 | 0 | 0 | 529.59 |
| - Income tax relating to items that will not be reclassified to profit or loss | (8.41) | 4.37 | (23.11) | 2.85 |
| Items that will be reclassified to profit & loss | ||||
| Foreign Currency Translation Reserve | 0 | 0 | 2,781.81 | 602.95 |
| Income tax relating to items that will be reclassified to profit or loss | 0 | 0 | (669.26) | (151.76) |
| Total Comprehensive Income for the period | 2,087.86 | 1,350.56 | 2,205.22 | 996.26 |
| Earnings per equity share (for continuing operation): | ||||
| - Basic | 0.35 | 0.23 | 1.95 | 1.76 |
| - Diluted | 0.35 | 0.23 | 1.95 | 1.75 |
Pursuant to the provisions of the Companies Act, 2013 (the "Act"), the Financial Statements of the Company for the period ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.
Review of Operations
Standalone:
The revenue from operations for FY2025-26 was ?10,203.48 Lakhs as compared to ?8,150.46 Lakhs, an increase of 25.18% over the previous year.
The Business Earnings before Interest, Depreciation, Tax and Amortization ("EBIDTA") stood at ?6,179.29 Lakhs, an increase of ?1,824.97 Lakhs, 41.91% as compared to ?4,354.32 Lakhs earned in the previous year.
The Profit for the year attributable to the members and non-controlling interest stood at ?2,062.84 Lakhs, an increase by 51.29% as compared to ?1,363.54 Lakhs of the previous year.
Consolidated:
The revenue from operations for FY2025-26 was ?69,787.64 Lakhs as compared to ?59,723.60 Lakhs, an increase of 16.85% over the previous year.
The Business Earnings before Interest, Depreciation, Tax and Amortization ("EBIDTA") stood at ?22,265.47 Lakhs, an increase ?1,297.63 Lakhs, 6.19% as compared to ?20,967.84 Lakhs earned in the previous year.
The Profit for the year attributable to the members and non-controlling interest stood at ?11,428.68 Lakhs, an increase by 11.25% as compared to ?10,273.03 Lakhs of the previous year.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.
Dividend
In view of the financial position of the Company and with a view to conserving resources for meeting the Companys future business requirements and strengthening its financial position, the Board of Directors have considered it prudent not to recommend any dividend for the financial year under review.
The dividend payout is in line with the Companys Dividend Distribution Policy in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The above-mentioned policy has been hosted on the Companys website at:
Dividend Distribution Policy
Business Overview
FY2025-26 marked a defining phase in Magellanic Cloud Limiteds evolution from a diversified technology enterprise into a deeply embedded partner in Indias critical technology and infrastructure ecosystem. The year was characterized by strong institutional trust, marquee government and PSU mandates, and accelerated expansion into high-value domains including AI-powered surveillance and defence-oriented autonomous systems. With a growing portfolio of large-scale engagements and strengthening capabilities across surveillance, drones, digital engineering, and enterprise AI, the Company advanced its role in enabling technology-led transformation across mission-critical environments. This progress reflects the increasing scale, depth, and strategic relevance of Magellanic Clouds offerings as India moves decisively towards intelligent infrastructure, indigenous defence technology, and AI-led digitalization.
A significant driver of this growth was the Companys expanding engagement with Public Sector Undertakings (PSUs) and government infrastructure institutions, particularly through Provigil Surveillance Limited. During the year, Provigil secured and executed major surveillance mandates across Indian Railways and other critical public infrastructure, strengthening Magellanic Clouds presence in large-scale, technology-led security deployments. Major railway surveillance orders across multiple zones, including mandates for the South Central Railway, underscored the growing confidence of government and PSU customers in the Companys ability to deliver and manage mission-critical surveillance infrastructure at scale. These engagements, complemented by increasing demand for AI-enabled monitoring across highways and other strategic infrastructure, established government and PSU-led surveillance as a key growth engine for the Company during FY2025-26.
Scanalitix, Magellanic Clouds flagship AI-powered surveillance platform, continued to strengthen the Companys position in mission-critical security and public infrastructure. By integrating intelligent video management, AI-driven analytics, Integrated Command and Control Centre (ICCC) capabilities, SLA management, and centralized operational intelligence, Scanalitix enables organizations to move from conventional monitoring to real-time, intelligent, and coordinated security operations. During FY2025-26, the platform achieved STQC certification for its Video Management System and successfully cleared the OWASP Top 10 Security Assessment, reinforcing its security, reliability, and readiness for deployment across government and critical-infrastructure environments. These milestones further strengthen Scanalitixs credentials as a secure, standards-aligned technology platform for large-scale surveillance and public-sector applications.
A key strategic focus during the year was the Companys growing presence in indigenous drone technology for defence and mission-critical applications. Through Scandron, Magellanic Cloud continued to expand its capabilities in the design and development of unmanned aerial systems for defence, surveillance, logistics, and industrial applications. The business represents a natural extension of the Companys capabilities in intelligent surveillance, taking its technology proposition from real-time situational awareness on the ground to autonomous systems operating across complex and mission-critical environments. With India placing increasing emphasis on indigenous defence technologies, autonomous systems, and reduced dependence on imported solutions, Magellanic Cloud is building capabilities at the intersection of drones, AI, autonomous operations, and real-time intelligence. This positions its drone business to address evolving requirements across reconnaissance, surveillance, logistics, and tactical applications while contributing to the broader national priorities of technology self-reliance and indigenous defence innovation.
Beyond India, Magellanic Cloud continued to strengthen its global technology capabilities through Motivity Labs, expanding its digital engineering and AI presence across North America and the Middle East. The establishment of its UAE entity, together with an expanding portfolio of engagements with leading global technology companies, strengthened the Companys ability to serve international requirements across enterprise AI, cloud transformation, data engineering, and digital modernization. These engagements reflect the depth of the Companys engineering capabilities, delivery governance, and ability to execute complex technology programmes for global enterprises.
Innovation and portfolio diversification remained central to Magellanic Clouds long-term strategy. The acquisition of Finoux expanded the Companys presence in AI-driven financial automation, including intelligent wealth management, robo-advisory platforms, and financial analytics. The addition of these capabilities further broadened the Companys technology portfolio and strengthened its platform-led approach to addressing emerging requirements across enterprise and financial technology, while creating opportunities to leverage AI across new and evolving business domains.
Magellanic Clouds growth has been underpinned by a continued focus on process maturity, cybersecurity, quality, compliance, and delivery excellence. During FY2025-26, Motivity Labs successfully renewed its SOC 2 and HIPAA assessments, while the Company also achieved CMMI Level 3 certification, reinforcing the maturity of its engineering and delivery processes. Alongside Scanalitixs STQC certification and successful OWASP Top 10 Security Assessment, these milestones strengthen the Companys governance and execution framework and enhance its ability to serve demanding customers across government, PSUs, defence-related applications, critical infrastructure, and global enterprises.
Today, Magellanic Cloud stands at the convergence of intelligent surveillance, defence and autonomous drone systems, enterprise AI, digital engineering, and financial technology. The Companys growing relationships with Government organizations, PSUs, Fortune 500 enterprises, and leading global technology companies, together with an expanding portfolio of large-scale engagements, provide a strong foundation for its next phase of growth. As India accelerates investments in critical infrastructure, indigenous defence technology, AI-led governance, and autonomous systems, Magellanic Cloud is positioned to build on its growing institutional trust and technological capabilities to enable secure, intelligent, and future-ready technology ecosystems across national and global markets.
Major Key Developments
The major developments commencing from April 01, 2025, until the date of this report are as follows:
I. Acquisition of Finoux Solutions Private Limited
The Board of Directors approved the acquisition of Finoux Solutions Private Limited ("Finoux") pursuant to the Share Purchase Agreement dated May 12, 2025, through a Board Resolution. The acquisition was subsequently approved by the shareholders at the Extra-Ordinary General Meeting held on June 10, 2025.
The Company acquired 100% equity stake in Finoux through a share-swap arrangement by way of a preferential allotment of 46,72,000 (Forty-Six Lakh Seventy-Two Thousand) equity shares of face value ?2 each of Magellanic Cloud Limited to the shareholders of Finoux. The allotment was approved by the Board of Directors on November 11, 2025, thereby completing the acquisition.
II. Raising of Additional Capital to the extent of Rs. 500 crores
At its meeting held on November 17, 2025, the Board of Directors approved raising additional capital of up to ?500 crores through one or more instruments, including equity shares, convertible or non-convertible securities, warrants, debt securities, or any other permissible instruments, by way of preferential issue, private placement, rights issue, qualified institutional placement, or any other approved method or combination thereof.
The shareholders, at the Extra-Ordinary General Meeting held on February 3, 2026, approved the proposal to raise capital by way of a Qualified Institutional Placement (QIP) to eligible institutional investors.
III. Incorporation of MCRAY Xtend India Private Limited
Pursuant to the Strategic Investment and Collaboration Agreement, Magellanic Cloud Limited and Rayonix Tech Private Limited jointly incorporated a Special Purpose Vehicle, MCRAY Xtend India Private Limited ("MCRAY"), on May 13, 2026.
The Company will acquire 60% equity stake in MCRAY through subscription to its paid-up equity share capital, following which MCRAY will become a subsidiary of the Company.
The incorporation and proposed investment in MCRAY are intended to strengthen the Companys presence in the UAV and defence technology sector by enabling it to undertake local manufacturing, deployment, commercialization, and defence technology projects in India.
IV. Issue of 3,69,28,573 Equity Shares and 12,67,00,000 Convertible Warrants on a Preferential Basis towards raising of additional capital
The Board of Directors, at its meeting held on June 25, 2026, approved the issuance of 3,69,28,573 equity shares to non-promoter investors and 12,67,00,000 convertible warrants to a member of the Promoter/Promoter Group and non-promoter investors on a preferential basis as part of the Companys capital-raising initiative.
The notice convening the Extra-Ordinary General Meeting was duly dispatched to the shareholders, and the Company submitted the requisite in-principle listing applications to BSE Limited and the National Stock Exchange of India Limited.
The shareholders approved the preferential issue at the Extra-Ordinary General Meeting held on July 24, 2026. The Company is currently awaiting the in-principle approvals from BSE Limited and the National Stock Exchange of India Limited.
V. Expanding Opportunities - Letter of Acceptance / Purchase Orders
IVIS International Private Limited ("IVIS"), our wholly owned subsidiary had secured a purchase order from a Customer worth Rs. 40 crores basic value for e-surveillance ranging for a period of five years. The relevant Stock Exchange Disclosure was made on May 19, 2025.
Provigil Surveillance Limited ("Provigil"), our wholly owned subsidiary company has received a Purchase Order from a Customer worth Rs. 31 crores (approx.) basic value for implementation of 2nd Phase of E-surveillance systems comprising about 740 ATM sites ranging for a period of five years. The relevant Stock Exchange Disclosure was made on June 06, 2025.
Provigil had received a Letter of Acceptance from Rail Vikas Nigam Limited (RVNL) for the provision of Video Surveillance Systems (VSS) across 441 D & E category stations, along with augmentation at 43 major stations (Categories A1, A, and B) of Southern Railway Valued at approximately Rs. 85 crores (Rupees Eighty-Five crores). The relevant Stock Exchange Disclosure was made on August 19, 2025.
Provigil had secured a significant Rs. 25+ Crore Purchase Order from Punjab & Sind Bank for a period of 5 years. The aforesaid order involved deployment of advanced AI-enabled surveillance solutions across approximately 930 ATM/CRM sites, enabling enhanced real-time monitoring, threat detection and operational efficiency for the banking network. The relevant Stock Exchange Disclosure was made on March 24, 2026.
Provigil had received a purchase order for a period of 3 years from Indian Bank of Approx Rs. 10 Crore for supply, installation and maintenance of comprehensive centrally monitored electronic surveillance systems at selected branches under OPEX model. The relevant Stock Exchange Disclosure was made on March 25, 2026.
Change In The Nature Of Business
The Company continued to provide the prevailing business services to its customers and hence, there was no change in the nature of business or operations of the Company, which impacted the financial position of the Company during the year under review.
Share Capital
As on March 31, 2026, the Authorized share capital of the Company is Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) divided into 100,00,00,000 (One Hundred Crores) Equity Shares of Rs 2/- (Rupees Two only) each;
On November 11, 2025, the Board of Directors had approved allotment of 46,72,000 (Forty-Six Lakh Seventy-Two Thousand) fully paid equity shares of Rs. 2/- each pursuant to the Share Purchase Agreement dated May 12, 2025, in exchange of the acquisition of Finoux Solutions Private Limited.
The Issued, Subscribed and Paid-up share capital as on March 31, 2026, of the Company is Rs. 117,81,34,240/- (One Hundred Seventeen Crores Eighty-One Lakhs Thirty-Four Thousand Two Hundred and Forty only) divided into 58,90,67,120 (Fifty-Eight Crores Ninety Lakhs Sixty-Seven Thousand One Hundred and Twenty) equity shares of Rs. 2/- (Rupees Two only) each.
The Company has only one class of equity shares having at par value of Rs. 2/- per share. Each holder of equity shares is entitled to one vote per share.
Material Changes And Commitments Affecting The Financial Position of The Company
During the Financial year 2025-26, there are no material changes and commitments that would affect the financial position of the business.
Significant Material Orders Passed By The Regulators or Courts or Tribunals
There are no significant material orders passed by the Courts / Tribunals which would impact the going concern status of the Company and its future operations.
Credit Rating
During the Financial year 2025-26, no credit rating has been obtained for the Company or its subsidiaries.
Public Deposits
During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Section 73 and 76 of the Companies Act, 2013 ("the Act") and Rules framed thereunder.
Corporate Governance Report
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").
A separate section on the Corporate Governance together with the requisite certificates obtained from the Practicing Company Secretary, confirming compliance with the provisions of Corporate Governance as stipulated in Regulation 34 read along with Schedule V of the Listing Regulations is included in the Annual Report.
Board of Directors And Key Managerial Personnel
Number of Board Meetings
A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 14 (Fourteen) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
Further, Committees of the Board usually meet a day prior or on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.
Committee Meetings
The details of the Composition of the Committees, meetings held, attendance of Committee members at such meetings and other relevant details are provided in the Corporate Governance Report.
Recommendation of Audit Committee
During the year under review, there is no instance of non-acceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.
Directors and Key Managerial Personnel
As on 31st March, 2026 the following were Key Managerial Personnel (KMP) and Directors of the Company in accordance with the provisions of the Companies Act, 2013:
| Name of the Director | DIN | Designation |
| Joseph Sudheer Reddy Thumma | 07033919 | Chairman and Managing Director |
| Jagan Mohan Reddy Thumma | 06554945 | Managing Director |
| Ameeruddin Syed | 06419899 | Whole Time Director |
| Carwin Heierman | 08458981 | Executive Director |
| Pratik Harishbhai Bhatt | NA | Chief Financial Officer |
| Sameer Rajkumar Lalwani | NA | Company Secretary & Compliance Officer |
| Robert Alan Forbes Jr | 08459003 | Independent Director |
| Elisha Thatisetty | 08531842 | Independent Director |
| Narasimha Rao Chundu | 11403461 | Independent Director |
| Amita Sachin Karia | 07068393 | Independent Director |
| Priyanka Dharmesh Pandey | 10198101 | Independent Director |
| Mayank Mahendra Shukla | 09493952 | Independent Director |
Mr. Mayank Mahendra Shukla (DIN: 09493952), Ms. Priyanka Dharmesh Pandey (DIN: 10198101) and Mrs. Amita Sachin Karia (DIN: 07068393) were appointed as Non-Executive Independent Directors for the first term of 5 (five) consecutive years commencing from September 23, 2025, till September 22, 2030.
Mr. Narasimha Rao Chundu (DIN: 11403461) was appointed as a Non-Executive, Independent Director for an initial term of 5 (five) consecutive years, commencing on February 3, 2026, and concluding on February 2, 2031.
Mr. Ameeruddin Syed (DIN: 06419899) was appointed as a Whole-Time Director, for a period of 5 (five) years, commencing on February 3, 2026 and concluding on February 2, 2031.
During the Financial year 2025-26, none of the Directors had resigned from the Board of the Company.
Mrs. Nikitha Tiparnapally (DIN: 07099613) ceased to hold office as an Independent Director of the Company, with effect from February 25, 2026, from the closure of business hours, pursuant to the second consecutive term completion.
Disclosures By The Directors
All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.
Declaration By Independent Directors
The Independent Director(s) have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149(6) of the Companies Act, 2013 as well as Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of all its directors, the committees, the Chairman of the Board, and the Board as a whole. The evaluation was conducted based on the criteria and framework adopted by the Board. This evaluation process was completed during fiscal year 2026. The evaluation parameters and process have been detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.
Familiarization Programme For Independent Directors
All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate Governance Report. The Familiarization Program is available on our website, at Familiarization Programme.
Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website, at Terms and conditions for appointment of Independent Directors.
Remuneration Policy
The Nomination and Remuneration Committee has framed a policy on Directors, KMP and other Senior Management Personnel appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other related matters in accordance with Section 178 of the Act and the Rules framed thereunder and Regulation 19 of the Listing Regulations. The criteria as aforesaid is given in the Corporate Governance Report. The Remuneration Policy of the Company has been hosted on the Companys website at: Nomination and Remuneration Policy.
Whistle Blower Policy / Vigil Mechanism
The Company had adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with Regulation 22 of the Listing Regulations and Section 177 of the Act. According to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the policy) such as unethical behaviour, breach of Code of Conduct, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee and provides for adequate safeguards against the victimization of Whistle Blower, who avails of such mechanism and provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. The policy can be accessed at Vigil Mechanism / Whistle Blower Policy.
During the year under review, the Company has not received any complaints through Vigil Mechanism. It is affirmed that no personnel of the Company has been denied access to the Chairman of the Audit Committee.
Risk Management
The Company has established a structured Enterprise Risk Management (ERM) Framework that is integrated with its business processes, governance mechanisms, and strategic objectives. The framework enables systematic identification, assessment, evaluation, treatment, monitoring, and reporting of risks, thereby supporting informed decision-making, and enhancing organizational resilience.
Risk management is embedded within the Companys Integrated Management System (IMS), aligned with internationally recognized standards including ISO 9001 (Quality Management System), ISO 27001 (Information Security Management System), and the SOC 2 Trust Services Criteria. This integrated approach ensures that strategic, operational, technological, information security, regulatory, and business continuity risks are proactively managed through well-defined governance processes and internal controls.
A comprehensive Risk Register is maintained across all functional domains, including project delivery, operations, and corporate governance & compliance functions. Risks are identified through periodic assessments, management reviews, internal audits, and stakeholder inputs, and are evaluated based on their likelihood, business impact, and control effectiveness. Each identified risk is assigned an owner, supported by defined mitigation plans, target closure timelines, and periodic reviews to ensure effective risk treatment and continuous monitoring.
Risk and Opportunity Management forms a core component of the project lifecycle. During project initiation, planning, execution, and review phases, project teams perform structured risk identification and opportunity assessments to anticipate potential challenges, optimize delivery performance, improve customer outcomes, and strengthen project governance. Risk reviews are conducted at defined intervals to ensure timely mitigation of emerging risks and effective realization of identified opportunities.
To enhance organizational resilience and operational continuity, the Company conducts Business Continuity Plan (BCP) exercises once in 6 months across project and operational functions. These exercises validate the effectiveness of continuity and recovery strategies, assess organizational readiness to respond to disruptive events, verify recovery capabilities, and identify improvement opportunities to strengthen business resilience.
2025-26 Annual Report
As part of its commitment to strengthening the internal control environment, the Company engaged an independent external firm to perform a Risk Control Matrix (RCM) assessment. The review evaluated the adequacy, design, and operating effectiveness of key business process controls and governance mechanisms. Based on the observations and recommendations, a structured implementation roadmap is being prepared to enhance the maturity of the internal control framework, strengthen risk governance, and improve control effectiveness across critical business processes.
The effectiveness of the Enterprise Risk Management framework is further reinforced through periodic management reviews, internal audits, compliance assessments, performance monitoring, and continual improvement initiatives. This governance-driven approach enables the Company to respond proactively to evolving business risks, safeguard information assets, ensure regulatory compliance, maintain stakeholder confidence, and support the sustainable achievement of its strategic and operational objectives.
The Company has come under the cap of top 1000 companies based on Market Capitalization; the Company has formulated Risk Management Committee pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy can be accessed on the website of the Company at Risk Management Policy.
Internal Financial Controls
The Company has in place an adequate internal financial controls system. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Significant findings are discussed and follow-ups are taken thereon.
Further, the Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Managements Discussion And Analysis
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as amended from time to time, the Managements discussion and analysis is set out in this Integrated Annual Report under a separate section.
Business Responsibility And Sustainability Report (BRSR)
The Business Responsibility and Sustainability Report (BRSR) follows the National Guidelines on Responsible Business Conduct (NGRBC) principles on the social, environmental and economic responsibilities of business.
Our BRSR includes our responses to questions about our practices and performance on key principles defined by Regulation 34(2)(f) of the Listing Regulations as amended from time to time, which cover topics across all ESG dimensions. The Business Sustainability and Responsibility Report is attached and is a part of this Annual Report as set out in a separate section of this report and is also available on Companys website at www.magellanic-cloud.com.
Corporate Social Responsibility (CSR)
As part of its business, the Company has always considered the community as its key stakeholder. It believes that the community around its operations should also grow and prosper in the same manner as does its own business. Accordingly, Corporate Social Responsibility forms an integral part of the Companys business philosophy. The Board of Directors directly oversees and executes all CSR initiatives and activities in accordance with Section 135(9) of the Companies Act, 2013.
The major thrust areas of the Company include healthcare, education, women empowerment, infrastructure support, integrated rural development, etc. which are aligned to the areas specified under Schedule VII to the Companies Act, 2013. The Annual Report on CSR activities of Financial Year 2025-26 with requisite details in the specified format as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure 1 and forms part of this report. The CSR Policy of the Company may be accessed on the website of the Company.
The CSR Policy is hosted on the website of the Company at Corporate Social Responsibility Committee.
Details of Subsidiary/Joint Ventures/Associate Companies
A statement containing the salient features of the Financial Statements of its Subsidiaries including the performance and financial position as per the provisions of the Act, is provided in the prescribed Form AOC-1 forms part of Consolidated Financial Statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the Rules issued thereunder which is annexed as Annexure 2.
Pursuant to Section 129 of the Act and Regulation 33 of the Listing Regulations, the attached Consolidated Financial Statements of the Company and its Subsidiaries have been prepared in accordance with the applicable Ind AS provisions.
In accordance with the provisions of the Act and applicable Ind AS, the Audited Consolidated Financial Statements of the Company for the financial year 2025-26, together with the Auditors Report forms part of this Annual Report.
In accordance with Section 136 of the Act, the audited financial statements, including the Consolidated Financial Statement and related information of the Company and the separate financial statement of the subsidiary companies, will be made available on the Companys website. Any member desirous of inspecting or obtaining copies of the audited financial statement, including the Consolidated Financial Statement may email to compliance@magellanic-cloud.com.
Changes In Subsidiary, Associate, Joint Venture Companies During The Year
As on March 31, 2026, the Company has following subsidiaries:
Changes during the year
*The shareholders at the Extra-Ordinary General Meeting held on June 10, 2025, acquired 100% equity stake in Finoux through a share-swap arrangement by way of a preferential allotment.
Changes taken place until the date of this report:
The Company will acquire 60% equity stake in MCRAY through subscription to its paid-up equity share capital, following which MCRAY will become a subsidiary of the Company.
The Policy for determining "Material Subsidiary" as approved by the Board, from time to time, is hosted on the Companys website at: Policy on Material Subsidiary.
Particulars of Contracts / Arrangements Made With Related Parties
The Company did not enter into any material contracts, arrangements or transactions during the financial year 2025-2026 that fall under the scope of Section 188 as required under the Act.
The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board from time to time, is hosted on the Companys website at: Related Party Transactions Policy.
Further, any related party transactions that were entered into by the Company during the period under review are given in the notes to Financial Statements as per Ind AS 24 which forms part of this Annual Report.
Particulars of Loans, Guarantees or Investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report as Annexure 3.
Auditors
Statutory Auditors and their Report
M/s SGCO & CO, LLP (Firm Registration Number: 112081W/W100184) ("SGCO") were appointed as Statutory Auditors of the Company by the Members at the 44th Annual General Meeting ("AGM") held on September 23, 2025 to hold office from the conclusion of the 44th AGM upto the conclusion of 49th AGM of the Company to be held in the year 2030 for the term of 5 (five) consecutive years.
SGCO have under sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.
Further, the report of the Statutory Auditors along with the notes on the Financial Statements is enclosed to this Report. The Auditors Reports do not contain any qualifications, reservation, adverse remarks, observations or disclaimer on Standalone and Consolidated Audited Financial Statement for the financial year ended March 31, 2026.
The other observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.
There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to the Board and/or Central Government under Section 143(12) of the Act and Rules made thereunder.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company at the Annual General Meeting held on September 23, 2025, approved the appointment of M/s Deep Shukla & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from April 1, 2025 until March 31, 2030.
The Secretarial Audit Report of the Company for the financial year ended March 31, 2026, issued by M/s Deep Shukla & Associates, Company Secretaries in Form MR-3, is annexed herewith as Annexure 4.
The Company has also obtained Secretarial Compliance Report for FY2025-26 from M/s Deep Shukla & Associates, Practising Company Secretaries in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations.
The Secretarial Audit Report and Secretarial Compliance Report does not contain any qualification, reservation, adverse remark or disclaimer and observations made in the Auditors Report, except as disclosed in the Report and intimated to the Stock Exchanges.
No instance of fraud has been reported by the Secretarial Auditors.
Further, pursuant to provisions of Regulation 24A of the Listing Regulations, IVIS International Private Limited ("IVIS") and Provigil Surveillance Limited ("Provigil") are unlisted material subsidiaries of the Company in terms of Regulation 16(1) of the Listing Regulations. The Secretarial Audit Report submitted by the Secretarial Auditors of IVIS and Provigil are also attached as Annexure 4A and Annexure 4B respectively to this Report.
Particulars of Employees
The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure 5 and forms part of this Report.
Further, the details of an employee as prescribed in terms of remuneration drawn pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are disclosed in Annexure 5A and forms part of this Report.
Safety Health and Environment
Regular workplace safety inspections were conducted across office facilities to identify and mitigate potential risks. Fire safety systems, emergency exits, alarms, etc. were periodically tested and maintained to ensure readiness. Employees participated in emergency response and evacuation drills. The company organized health awareness programs, preventive health check-ups, mental wellness initiatives, and employee assistance programs to support physical and psychological wellbeing. Ergonomic workplace guidelines, wellness campaigns, fitness challenges, and stress management sessions were conducted to encourage healthy work habits and improve overall employee engagement and productivity. The organization strengthened its environmental sustainability efforts by promoting energy-efficient operations, responsible resource utilization, and waste reduction practices. Initiatives included reducing paper consumption through digital workflows, encouraging waste segregation and recycling, optimizing energy usage through efficient lighting and equipment, and promoting sustainable employee practice.
Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(a) Conservation of Energy -
We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services. Although the equipment used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipment to be purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.
(b) Absorption of Technology -
In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.
(c) Research and Development (R&D) -
The Company believes that in order to improve the quality and standards of services, the Company has a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.
(d) Foreign Exchange Earnings and Outgo -
During the financial year under review, the status of foreign earnings and outgo are:
(Amount in Lakhs)
| Particulars | F.Y 2025-26 | F.Y 2024-25 |
| C.I.F. Value of Imports | NIL | NIL |
| F.O.B. Value of Exports | 7,948.80 | 6,835.63 |
Disclosure on Compliance With The Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:
The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace. Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Board of Directors affirms that the Company has complied with the provisions under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of the cases reported and resolved during the financial year are as follows:
| Particulars | Number |
| a) number of complaints of sexual harassment received in the year | NIL |
| b) number of complaints disposed off during the year; and | NIL |
| c) number of cases pending for more than ninety days | NIL |
The Company has submitted its Annual Report on the cases of sexual harassment at workplace to District Officer, Hyderabad, pursuant to Section 21 of the POSH Act and Rules framed thereunder.
Disclosure on Compliance with The Maternity Benefit Act, 1961:
Secretarial Standards
The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.
Annual Return:
In accordance with the Act, the annual return in the prescribed format is available on the Companys website at www.magellanic-cloud.com.
Cost Records and Cost Audit
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.
Insolvency and Bankruptcy
No application made or proceeding is pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.
Disclosure of One Time Settlement or Loan
There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.
Transfer of Amounts To Investor Education and Protection Fund
The company is in process of transferring the Interim dividend declared during FY2017-2018 and Final Dividend declared for FY2018-2019, respectively, to Investor Education and Protection Fund (IEPF).
Directors Responsibility Statement
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) on accrual basis except for certain financial instruments, which are measured at fair values, and defined benefit liability/(asset) which is recognized at the present value of defined benefit obligation less fair value of plan assets, the provisions of the Act and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
(b) the directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively and;
(f) the directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.
Acknowledgement
The Directors would like to thank our clients, vendors, shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results.
We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.
We thank the governments of various countries where we have our operations. We thank the Government of India, particularly the Ministry of Labour and Employment, the Ministry of Environment and Forests, the Ministry of New and Renewable Energy, the Ministry of Communications, the Ministry of Electronics and Information Technology (Dept of IT), the Ministry of Commerce and Industry, the Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of India (SEBI), various departments under the state governments and union territories.
| For and on behalf of the Board of Directors |
| Sd/- Jagan Mohan Reddy Thumma Managing Director [DIN: 06554945] |
| Sd/- Joseph Sudheer Reddy Thumma Chairman and Managing Director [DIN: 07033919] |
| Date: September 01, 2026 |
Registered Office: 6th Floor, Dallas Center, 83/1, Plot No A1, Knowledge City, Rai Durg, Hyderabad, Telangana - 500032. |
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