Onward Technologies Approves ₹18 Cr Share Buyback at ₹328 Per Share Via Tender Offer

Onward Technologies Limited has approved a buyback of up to 5,48,780 fully paid-up equity shares at a price of ₹328 per share through the tender offer route, aggregating up to ₹18,00,00,000 (Rupees Eighteen Crores). The approval was granted at the Board of Directors meeting held on May 12, 2026, convened specifically to consider and approve the buyback proposal. The intimation was filed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Buyback Details

The board meeting, scheduled in advance and communicated to the stock exchanges on May 07, 2026, deliberated on the proposal for the buyback of fully paid-up equity shares carrying a face value of Rs. 10/- each. The buyback has been approved in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (SEBI Buyback Regulations) and the Companies Act, 2013, subject to applicable statutory approvals. The proposed buyback represents up to 2.41% of the total number of equity shares in the existing total paid-up equity share capital of the company.

Key details of the approved buyback are summarised below:

Parameter: Details No. of Shares Proposed for Buyback: Up to 5,48,780 Equity Shares Buyback Price: ₹328 per share Maximum Buyback Offer Size: Up to ₹18,00,00,000 Buyback as % of Paid-Up Capital: Up to 2.41% Buyback Method: Tender Offer (proportionate basis) Share Face Value: Rs. 10/- each Board Meeting Date: May 12, 2026

Note: The Maximum Buyback Offer Size excludes expenses such as brokerage costs, fees, turnover charges, securities transaction tax, goods and services tax (if any), stamp duty, filing fees payable to SEBI, stock exchange charges, advisors and legal fees, printing and dispatch expenses, public announcement publication expenses, and other incidental and related expenses.

Other Key Developments

The board noted the intention of the Promoters and members of the Promoter Group of the company not to participate in the proposed buyback. A committee called the "Buyback Committee" has been constituted by the board and delegated authority to undertake all acts, deeds, matters, and things as it may deem necessary, expedient, usual, or proper in connection with the buyback. Centrum Broking Limited has been appointed as the Manager to the Buyback. Mr. Aakash Joshi, Company Secretary & Compliance Officer (Membership No.: A60953), has been designated as the Compliance Officer for the buyback.

In terms of Regulation 5(via) of the SEBI Buyback Regulations, the Board or Buyback Committee may, one working day prior to the Record Date, increase the buyback price and decrease the number of equity shares proposed to be bought back, such that there is no change in the buyback size. The public announcement and the letter of offer setting out the process, timelines, and other requisite details will be released in due course in accordance with the Buyback Regulations. The board meeting commenced at 11:00 AM and concluded at 11:55 AM.

Pre-Buyback Shareholding Pattern

The pre-buyback shareholding pattern of the company as on May 8, 2026 is presented below. Post-buyback shareholding will be ascertained after the completion of the buyback.

Category of Shareholder: No. of Fully Paid-Up Equity Shares Held Shareholding as % of Total Shares (A) Promoter & Promoter Group: 88,90,059 39.07% (B) Public: 1,35,54,132 59.57% (C) Non-Promoter-Non-Public: 3,09,679 1.36% (C2) Shares Held by Employee Trusts: 3,09,679 1.36% Total: 2,27,53,870 100.00%

Trading Window Closure

In continuation of its earlier intimation dated March 26, 2026, Onward Technologies had informed that the trading window for dealing in the securities of the company would remain closed until 48 hours after the declaration or publication of the outcome of the board meeting to the stock exchanges. The board's approval of the buyback at the May 12 meeting marks the conclusion of the deliberation process that triggered the trading window closure.

Onward Technologies has announced its audited financial results for the quarter and year ended March 31, 2026, approved at a Board meeting held on May 5, 2026. The company delivered its strongest annual performance to date, reporting a consolidated net profit of ₹46.7 crore (PAT, excluding one-time exceptional item due to new labour code in Q3 FY26) for the fiscal year, a significant jump of 72.3% from ₹27.1 crore in the previous year. Total revenue reached a record ₹550.9 crore, reflecting a revenue CAGR of 15.3% and an EBITDA CAGR of 35.4% over FY22–FY26. The statutory auditors, M/s BSR & Co. LLP, have expressed an unmodified opinion on the audited standalone and consolidated financial results. Pursuant to Regulation 30 and Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an extract of the financial results for the quarter and year ended March 31, 2026 was published in Free Press Journal (in English) and Navshakti (in Marathi) on May 06, 2026.

Consolidated Annual Financial Performance

The company's full-year consolidated performance demonstrated strong operating leverage and cost discipline. Revenue from operations for FY26 stood at ₹543.9 crore, up from ₹491.3 crore in FY25, while EBITDA expanded sharply to ₹71.9 crore from ₹44.7 crore, with margins improving by 412 basis points to 13.2%. The following table presents the key consolidated financial metrics for FY26 alongside prior-year comparatives:

Particulars: FY26 FY25 FY24 Revenue from Operations (₹ Cr) 543.9 491.3 472.4 Other Income (₹ Cr) 7.0 7.2 7.3 Total Revenue (₹ Cr) 550.9 498.5 479.7 EBITDA (₹ Cr) 71.9 44.7 52.2 EBITDA Margin (%) 13.2% 9.1% 11.1% PAT (₹ Cr)* 46.7 27.1 33.9 PAT Margin (%)* 8.6% 5.5% 7.2% EPS – Diluted (₹)* 20.57 11.80 —

* Excluding one-time exceptional item due to new labour code in Q3 FY26

Standalone Financial Performance

On a standalone basis, Onward Technologies also reported healthy growth for FY26. Standalone revenue from operations stood at INR 41,677.36 lakhs, compared to INR 38,107.58 lakhs in FY25. Total standalone income for FY26 was INR 42,584.05 lakhs versus INR 39,225.94 lakhs in FY25. Standalone net profit for FY26 came in at INR 3,215.88 lakhs, up from INR 2,438.35 lakhs in the prior year. Diluted EPS on a standalone basis was INR 14.17 for FY26 compared to INR 10.64 in FY25.

Particulars: FY26 (INR Lakhs) FY25 (INR Lakhs) Revenue from Operations 41,677.36 38,107.58 Total Income 42,584.05 39,225.94 Net Profit 3,215.88 2,438.35 EPS – Basic (INR) 14.25 10.78 EPS – Diluted (INR) 14.17 10.64

Q4 FY26 Quarterly Performance

For the quarter ended March 31, 2026, total revenue grew 6.9% year-on-year to ₹139.0 crore, compared to ₹130.0 crore in Q4 FY25 and ₹136.1 crore in Q3 FY26. EBITDA for Q4 FY26 stood at ₹15.3 crore with a margin of 11.2%, reflecting 10.1% YoY growth. Q4 EBIT stood at 109M rupees versus 155M rupees in Q3 FY26 on a sequential basis, with the EBIT margin contracting to 7.98% from 11.5% QoQ. Consolidated net profit for Q4 came in at 96M rupees compared to 101M rupees in the previous quarter. PBT and PAT saw year-on-year declines of 4.7% and 10.4% respectively on a quarterly basis, with diluted EPS at ₹4.23 for the quarter.

Particulars: Q4 FY26 Q3 FY26 Q4 FY25 YoY Growth Total Revenue (₹ Cr) 139.0 136.1 130.0 6.9% EBITDA (₹ Cr) 15.3 19.6 13.9 10.1% EBITDA Margin (%) 11.2% 14.6% 10.9% 24 bps PAT (₹ Cr) 9.5 12.6* 10.6 (10.4%) PAT Margin (%) 6.9% 9.4%* 8.3% (140 bps) EPS – Diluted (₹) 4.23 5.87* 4.56 (7.2%) EBIT (M Rupees) 109 155 — — EBIT Margin (%) 7.98% 11.5% — — Cons. Net Profit (M Rupees) 96 101 — —

* Excluding one-time exceptional item due to new labour code in Q3 FY26

Geographical Revenue Breakdown

The consolidated revenue from operations for FY26 was INR 54,385.24 lakhs. On a geographical basis, India contributed INR 29,815.23 lakhs, while the USA accounted for INR 16,177.39 lakhs. Europe contributed INR 1,920.10 lakhs and other geographies (including Canada and the United Kingdom) contributed INR 6,472.52 lakhs to total revenue for FY26.

Geography: FY26 (INR Lakhs) FY25 (INR Lakhs) Within India 29,815.23 26,446.87 USA 16,177.39 13,831.94 Europe 1,920.10 3,359.11 Others (incl. Canada, UK) 6,472.52 5,493.69 Total 54,385.24 49,131.61

Operational Highlights

Onward Technologies reported a total headcount of 2,485 employees as of the end of FY26. The top 25 clients contributed 88% of total revenues, reflecting strong concentration among strategic accounts. Attrition stood at 14.85% on a last twelve months (LTM) basis. Cash and bank reserves stood at ₹127.3 crore as of March 31, 2026.

Metric: Details Total Headcount 2,485 Top 25 Client Revenue Contribution 88% Attrition (LTM) 14.85% Cash & Bank Reserves (₹ Cr) 127.3

Dividend Recommendation

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has recommended the payment of a Final Dividend of ₹8 per equity share, each with a face value of ₹10, for the financial year ended March 31, 2026. This represents the company's 11th consecutive annual dividend and an increase over the prior year's ₹5 per share. The dividend is subject to the approval of shareholders at the ensuing 35th Annual General Meeting (AGM).

Board-Level Re-appointments

At the Board meeting held on May 5, 2026, the Board also approved the re-appointment of key directors, subject to shareholder approval at the ensuing AGM. The re-appointments are detailed below:

Director: Designation Effective Date Term Mr. Harish Mehta Executive Chairman (Whole-time Director) May 14, 2026 5 years (until May 13, 2031) Mr. Jigar Mehta Managing Director May 14, 2026 5 years (until May 13, 2031) Mr. Dhanpal Jhaveri Non-Executive Independent Director May 12, 2026 3 years (until May 11, 2029) Mr. Jai Diwanji Non-Executive Independent Director May 12, 2026 3 years (until May 11, 2029)

Mr. Harish Mehta, co-founder of NASSCOM and credited as a driving force behind the Indian IT industry, holds a Bachelor's degree in Electrical Engineering from the College of Engineering, Pune, and a Master's degree in Computer Science from Brooklyn Polytechnic Institute, New York. Mr. Jigar Mehta, a second-generation entrepreneur who has led the company's transformation to a 2,500+ strong team with operations across India, USA, UK, Germany, and Canada, is a graduate of the Owner/President Management program at Harvard Business School. Mr. Dhanpal Jhaveri is Vice Chairman of Everstone Group and Co-Founder and CEO of Eversource Capital, while Mr. Jai Diwanji is a partner at Desai & Diwanji with over 25 years of legal experience. All four directors have been confirmed as not debarred from holding office pursuant to any SEBI or other authority order.

Legal Proceedings

During the year, a former employee initiated legal proceedings against Onward Technologies Inc. (OTI), a wholly owned subsidiary incorporated in the United States, before the Circuit Court of Cook County, Illinois. Pursuant to an ex-parte order of the Court, bank balances of USD 12.6 lakhs (₹1,130.64 lakhs) of OTI were temporarily restricted. Subsequently, OTI filed petitions before the Court seeking relief, pursuant to which the ex-parte orders were vacated and the restrictions on the bank balances were lifted. As at the reporting date, there are no restrictions on any bank balances of OTI. The underlying legal proceedings continue to be contested on merits. Based on management's assessment and independent legal advice, the likelihood of an adverse outcome is considered not probable, and accordingly no provision has been recognised in the financial statements. The matter has been disclosed as a contingent liability.

Management Commentary & Guidance

Commenting on the performance, Mr. Jigar Mehta, Managing Director, noted that FY26 marks the company's strongest annual performance to date, delivering record revenue of ₹550.9 crore and record EBITDA of ₹71.9 crore, with EBITDA growing 60.9% YoY and margins expanding to 13.2%. The performance was anchored in execution excellence, operating leverage, and sharp cost discipline, while maintaining strong cash generation. Management highlighted sustained momentum across ER&D and digital engineering services, supported by deeper engagement with strategic accounts, and continued investment in strengthening capabilities and expanding presence across the US and Europe.

In the post-results earnings call, management reiterated guidance for sustained double-digit revenue and EBITDA growth, with strong visibility for the current and next two years. Approximately 95% to 98% of FY27 revenue is expected from existing clients, indicating strong client relationships and recurring business. The 13.2% EBITDA margin achieved in FY26 is considered sustainable and expected to improve further due to operating leverage and growth across all three verticals. Management aims for high teens margins and revenue, and is actively investing to transition the company into an AI-ready digital engineering services provider. CapEx for the next two years is projected at approximately INR 25 crores, primarily for existing clients and setting up labs.

Guidance Parameter: Details Revenue & EBITDA Growth Target Sustained double-digit growth Visibility Horizon Current and next two years FY27 Revenue from Existing Clients ~95% to 98% EBITDA Margin Outlook Sustainable at 13.2%; expected to improve further Target Margin High teens CapEx (Next Two Years) ~INR 25 crores Strategic Focus AI-ready digital engineering services provider