Megri Soft’s record is disclosed and audited, with cumulative operating cash flow of ₹4.46 crore covering cumulative profit of ₹3.60 crore over six years. Three things deserve attention: a disclosed income tax demand of ₹1.50 crore with penalty proceedings and no provision, a ₹3.00 crore open-ended capital commitment to a promoter-linked NBFC equals 87.13% of one year’s turnover, and the UK subsidiary was diluted from 100% to 62.50% via a related-party allotment.
Key findings
- Investment in a promoter-linked NBFC more than doubled, and shareholders approved a further ₹3.00 crore commitment
Major- The company’s equity stake in Basel Investments Limited, an NBFC where Non-Executive Chairman Mohnesh Kohli is a director, rose from ₹38.00 lakhs to ₹99.88 lakhs between March 2024 and March 2025. On 30 September 2024, shareholders authorised a further capital commitment of up to ₹3.00 crore, representing 87.13% of consolidated turnover for FY2023-24, with the tenure stated as “not ascertain yet”. The same meeting approved a five-year CEO contract for the promoter’s daughter at the UK subsidiary at GBP 36,000 per annum. - Promoter family dominates the board and committees while drawing pay through a UK subsidiary
Minor- Promoter shareholding stood at 74.99% with zero shares pledged across FY2024 to FY2026. Mr Mohnesh Kohli served on the Audit Committee and Nomination & Remuneration Committee throughout FY2021 to FY2026. His daughter Ms Aprajita Kohli drew nil remuneration from the Indian parent but received ₹25.27 lakh, an undisclosed amount, and ₹10.26 lakh from the UK subsidiary across FY2024 to FY2026. Director foreign travel, fully borne by the company, ranged from ₹1.07 lakh to ₹9.45 lakh annually. - The UK subsidiary was diluted from 100% to 62.50% via a related-party share allotment
Minor- Megrisoft Limited, the group’s sole subsidiary since incorporation in 2016, ceased to be wholly owned in FY26 after allotting shares to a related party, reducing the parent’s holding to 62.50% while retaining control. The allotment was approved by the Audit Committee and Board and was not classified as material under SEBI Listing Regulations. A non-controlling interest of 37.50% was recognised, with profit attributable to it of ₹0.62 lakh for the year. - Trade receivables have swung sharply, and a past investment sale inflated the balance
Minor- Consolidated trade receivables swung from ₹3,270 thousand in FY2021 to ₹278 thousand in FY2022, then rose to ₹3,599 thousand in FY2024 before settling at ₹2,483 thousand in FY2026. In FY2020 and FY2021, ₹2,520 thousand of standalone receivables was recoverable from an investment sale, not operating revenue. The MD&A claims “consistently increasing revenues,” but standalone revenue fell from ₹3.56 crore in FY2025 to ₹2.92 crore in FY2026. - Operating cash flow has been volatile, and no dividend has been paid for six years
Minor- Cumulative CFO of ₹4.46 crore exceeds cumulative PAT of ₹3.60 crore over FY2021 to FY2026, but the ratio swung from 0.06x in FY2022-23 to 2.74x in FY2023-24. Capital work-in-progress on the IT building rose from ₹32.69 lakhs in FY2020 to ₹18,191 thousand by March 2026, with miscellaneous activities still ongoing. The Board has cited retention of profits for growth in recommending no dividend for six consecutive years. - A single minor BSE fine, with an income tax demand and penalty notice disclosed
Clean- BSE Limited imposed a fine of Rs. 37,760 on 4 December 2023 for failure to appoint a qualified company secretary as compliance officer. The company paid the fine by the due date and confirmed no material impact. The Board's Report for FY2025-26 also discloses an Income Tax assessment order for AY 2013-14 with a gross demand of Rs. 1,50,07,633 and initiation of penalty proceedings under Section 274/271(1)(c).
What to watch
- Fresh tax demand. Outcome of the appeal against the 21 March 2026 Assessment Order for AY 2013-14, carrying a Gross Demand of ₹1,50,07,633 and a penalty notice.
- Godrej refund. Resolution of Godrej Estate Developers’ appeal before the National Consumer Disputes Redressal Commission against the 18 April 2022 order to refund ₹13,842 thousand with 12% interest.
- Basel Investments commitment. The ₹3.00 crore capital commitment remains open-ended as the tenure was stated as “not ascertain yet” as of the 33rd AGM notice dated 28 August 2024.
- UK CEO contract. Ms Aprajita Kohli’s contract at Megrisoft Limited runs until 30 September 2029 at GBP 36,000 per annum, requiring ongoing related-party disclosure.
- Building completion. Miscellaneous construction activities and any further capitalisation of the remaining CWIP of ₹18,191 thousand as of 31 March 2026.
Bottom line: This is a disclosed and audited record where cumulative cash flow covers cumulative profit. The risk sits in two places: the income tax demand of Rs. 1,50,07,633 and penalty proceedings disclosed for AY 2013-14, and the open-ended ₹3.00 crore commitment to a promoter-linked NBFC that equals nearly a full year of turnover. Watch the tax appeals and any drawdown on the Basel commitment.