Ace Software Exports plans seven-unit merger without dilution

Ace Software Exports Limited has proposed absorbing seven wholly owned information-technology subsidiaries into the listed parent without issuing shares, paying cash or changing ownership rights. The March 31, 2026 disclosures show QeNomy Digital Private Limited had the largest transferor turnover, at Rs 15.4975 crore, while Ace Software Exports reported Rs 107.7057 crore of net worth.

What does Ace Software Exports’ proposed merger involve?

Ace Software Exports proposes a scheme of merger or amalgamation in which seven wholly owned subsidiaries will merge into the listed transferee company. The transferors are Ace Infoway Private Limited, Ace InfoWorld Private Limited, QeCAD Studio Private Limited, QeNomy Digital Private Limited, QeMFG Private Limited, QeLearn Private Limited and QeApps Private Limited.

The arrangement is an internal group consolidation, not an acquisition from outside shareholders. Ace Software Exports says it will issue no shares, pay no cash and provide no other consideration because all seven transferors are wholly owned subsidiaries. Once the scheme takes effect, the equity shares held by Ace Software Exports and its nominee shareholders in the transferors will be cancelled.

The filing identifies Ace Software Exports as a public company incorporated on August 17, 1994, with shares listed on the Bombay Stock Exchange. The transferors span different incorporation dates, from Ace InfoWorld on August 21, 1996 and Ace Infoway on February 17, 1999 to QeNomy Digital on March 18, 2026.

The disclosure does not state a completion date or a share-exchange ratio. It says no approval under Regulation 23(2), 23(3) or 23(4) of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements regulations is required for the proposed merger, citing the exemption for transactions between a holding company and wholly owned subsidiaries.

Which businesses would move directly into Ace Software Exports?

Ace Software Exports would bring software, computer-aided design, digital, technology and education activities into the listed company through the seven transferors. Ace Infoway provides information-technology and IT-enabled services, including software development, data processing, data entry, internet services, computer-aided design, computer-aided manufacturing, e-commerce and online transaction processing.

Ace InfoWorld undertakes software development, data processing, software consultancy, management consultancy and information and communication technology solutions. QeCAD Studio provides technical support services for construction, infrastructure and engineering projects, primarily for clients in the United States and Australia, including computer-aided design drafting, Building Information Modelling, shop drawings, detailing, rendering and walkthroughs.

QeNomy Digital operates in software exports and publishing, human-resources and staffing, web design and development, digital marketing, e-commerce and e-retail. QeMFG develops software, digital products, web, mobile and software-as-a-service solutions, while also providing technology consultancy, artificial intelligence, machine learning, data analytics and automation services.

QeLearn supplies educational and skill-development services, software applications and digital learning content through online, offline and hybrid platforms. QeApps is engaged in software publishing, including product development, research, marketing, distribution, licensing, maintenance and support. These activities align with Ace Software Exports’ stated business lines, which include software and application development, digital transformation, cloud solutions, engineering and design, publishing, consultancy and staffing.

How do the transferors compare financially with Ace Software Exports?

QeNomy Digital reported the highest turnover among the seven transferors at Rs 15.4975 crore as of March 31, 2026. That was higher than Ace Software Exports’ reported turnover of Rs 14.5559 crore for the same disclosed date, while Ace Infoway reported Rs 13.2128 crore and QeCAD Studio reported Rs 7.0377 crore.

QeNomy Digital also reported the highest transferor net worth, at Rs 24.8151 crore. QeMFG followed with Rs 10.9765 crore, Ace Infoway reported Rs 9.1039 crore, and QeLearn reported Rs 6.2559 crore; Ace Software Exports reported net worth of Rs 107.7057 crore.

The transferors vary considerably in paid-up capital. QeMFG reported Rs 1.11 crore, Ace InfoWorld reported Rs 64.04 lakh and QeLearn reported Rs 52 lakh, whereas QeCAD Studio, QeNomy Digital and QeApps each reported Rs 1 lakh. Ace Software Exports reported paid-up capital of Rs 15.2279 crore at March 31, 2026.

The filing qualifies the turnover records of two businesses that changed legal form. It says QeCAD Studio’s Rs 7.0377 crore financial year 2025-26 turnover combines the results of QeCAD Studio LLP and the private company following conversion effective August 18, 2026. It gives the same qualification for QeNomy Digital’s Rs 15.4975 crore turnover following conversion from QeNomy Digital LLP effective March 18, 2026.

Why will Ace Software Exports’ ownership structure remain unchanged?

Ace Software Exports says the scheme will not change its issued, subscribed or paid-up share capital, shareholding pattern, voting rights, promoter shareholding or public shareholding. The stated mechanism is that no consideration or exchange ratio is needed when the listed parent already owns every transferor company.

This means the share cancellation will occur at the subsidiary level rather than through new shares in Ace Software Exports. The disclosure specifically covers the shares held by Ace Software Exports and its nominee shareholders in the seven transferors, which will stand cancelled when the scheme becomes effective.

The merger should be separated from a preferential issue disclosed elsewhere in the same filing. That separate proposal involves 4,52,146 equity shares at Rs 238 each, aggregating to Rs 10.7610748 crore, for consideration other than cash. The seven-subsidiary merger disclosure, by contrast, expressly says that no securities, cash or other consideration will be issued or paid.

The filing therefore describes no dilution from the merger itself. Any change in Ace Software Exports’ share capital from the separate preferential issue would arise under that distinct transaction, not from the proposed absorption of the seven wholly owned subsidiaries.

What do Ace Software Exports’ latest standalone results show?

Ace Software Exports reported revenue from operations of Rs 7.5634 crore for the six months ended September 30, 2026, compared with Rs 6.8834 crore for the six months ended September 30, 2025. Profit before tax rose to Rs 1.7224 crore from Rs 1.3732 crore over the same comparison.

For the quarter ended September 30, 2026, revenue from operations was Rs 2.0272 crore, compared with Rs 3.6281 crore a year earlier. Profit before tax was Rs 88.26 lakh, compared with Rs 78.47 lakh in the quarter ended September 30, 2025.

The unaudited standalone results identify one operating segment, Computer Software and Services Exports. As a result, the September 2026 results do not disclose separate revenue or profitability for QeCAD Studio, QeNomy Digital, QeMFG, QeLearn or the other businesses that would move into Ace Software Exports under the scheme.

Conclusion

The proposed scheme would consolidate seven wholly owned businesses into Ace Software Exports without altering the listed company’s share capital, voting rights or promoter and public ownership. The disclosed March 31, 2026 figures show a broad range of operations entering the parent, led by QeNomy Digital’s Rs 15.4975 crore turnover and Rs 24.8151 crore net worth.

The next disclosed milestone is the scheme becoming effective, at which point the parent’s and nominee shareholders’ subsidiary holdings would be cancelled. The filing does not provide an effective date, so subsequent disclosures on implementation and financial reporting after the September 30, 2026 standalone results are the matters to watch.