Event Details

The adjourned 26th AGM of Infronics Systems Limited was held on Wednesday, October 07, 2026 at 10:00 A.M. (IST) through Video Conferencing/Other Audio-Visual Means (VC/OAVM) and concluded at 10:24 A.M. (IST).

The original 26th AGM convened on September 30, 2026 had been adjourned under Section 103(2)(a) of the Companies Act, 2013 for want of quorum due to technical issues with the VC/OAVM joining link that prevented member access.

Notice of the adjourned Meeting dated October 01, 2026 was given to Members under Section 103(3) of the Act by e-mail and by publication in Business Standard (English) and Ninadam (Telugu) on October 02, 2026.

Attendance Details

Directors and Key Managerial Personnel Present:

  • Mr. Neerad Kumar Gajula, Whole-Time Director and Chairman (DIN: 06810058)
  • Mr. Vishnu Sri Ram Gurumurthy, Non-Executive Director (DIN: 08614445)
  • Ms. Deepthi Konakanchi, Independent Director; Chairperson of Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee (DIN: 08592676)
  • Ms. Thanmai Gurijala, Independent Director (DIN: 09688088)
  • Ms. Navya Surapaneni, Chief Financial Officer
  • Mr. Arihant Jain, Company Secretary and Compliance Officer

Other Invitees:

  • Representatives of M/s. R Subramanian and Company LLP, Chartered Accountants - Statutory Auditors
  • Mrs. Rashida Hatim Adenwala, Partner, M/s. R & A Associates, Practising Company Secretaries - Secretarial Auditors and Scrutinizer

Member Attendance:

As of the cut-off date (September 23, 2026), the company had 2,798 members. Attendance at the adjourned AGM:

  • Promoters and Promoter Group: 3 members
  • Public: 26 members
  • Total: 29 members present

Financial Performance Update

The Chairperson briefed members on the company's financial performance for FY 2025-26:

  • Total Income: ₹3.10 lakhs
  • Total Expenses: ₹76.64 lakhs (previous year: ₹80.66 lakhs)
  • Loss After Tax: ₹74.56 lakhs
  • Net Worth as of March 31, 2026: ₹260.14 lakhs

No dividend was recommended for the year keeping in view the company's revival plans.

Business Operations Update

The Chairperson informed that:

  • Customer contracts with BSNL for providing SMS services to various banks were concluded during FY 2024-25 and were not renewed
  • The company did not have active revenue-generating business operations as of March 31, 2026
  • Management is exploring development of a technology product and continues to evaluate opportunities for revival or commencement of business operations

Auditor Reports and Qualifications

Statutory Auditors (M/s. R Subramanian and Company LLP):

Issued a Disclaimer of Opinion on the financial statements for FY ended March 31, 2026 with the following Basis for Disclaimer:

1. Debit restrictions/freeze on three bank accounts of the company due to ongoing legal proceedings

2. Demand notice dated July 11, 2025 from M/s. Mudunuru Limited claiming ₹1,205.23 lakhs, which the company has denied and disclosed as a contingent liability based on legal advice

3. Absence of active revenue-generating business operations following conclusion of BSNL contracts

4. Inability to obtain sufficient appropriate audit evidence to conclude on appropriateness of going concern basis of accounting

Additional observations were noted in:

  • Paragraph 2(e) of the Report on Other Legal and Regulatory Requirements
  • Annexure 2 on internal financial controls with reference to financial statements
  • Respect of paragraphs 3 and 4 of the Companies (Auditor's Report) Order, 2020

Board's response to audit qualifications is set out in Item No. 23 of the Boards' Report and Statement on Impact of Audit Qualifications (Annexure VI).

Secretarial Auditors (M/s. R & A Associates):

Form MR-3 for FY ended March 31, 2026 contained the following observations:

  • Delay in filing e-Form MGT-14 in respect of approval of Board's Report by the Board at its meeting held on September 02, 2025
  • Delay in submission of certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for quarter ended December 31, 2025

Business Transacted

The following ordinary resolutions from the Notice dated September 04, 2026 were taken up:

1. To receive, consider and adopt the Audited Balance Sheet as on March 31, 2026, Statement of Profit & Loss, Cash Flow Statement for year ended on that date, together with Notes, along with Reports of Auditors and Directors thereon

2. To appoint a director in place of Mr. Neerad Kumar Gajula (DIN: 06810058), Whole-Time Director, who retires by rotation and offers himself for re-appointment

Voting Process

Remote e-voting was conducted through CDSL from September 27, 2026 (9:00 A.M. IST) to September 29, 2026 (5:00 P.M. IST). Voting rights were reckoned based on shares held as of cut-off date September 23, 2026. Votes cast through remote e-voting remained valid for the adjourned meeting.

Mrs. Rashida Hatim Adenwala (M. No. FCS 4020; C.P. No. 2224) was appointed as Scrutinizer to scrutinize the remote e-voting process and e-voting at the meeting.

Members present at the meeting who had not cast votes through remote e-voting were afforded facility to vote through CDSL e-voting system during the meeting and for 15 minutes after its conclusion.

Shareholder Participation

Of seven members who registered as speaker shareholders, only Mr. Suresh Chand Jain joined the meeting and conveyed good wishes to the company. The remaining six registered speaker shareholders did not join.

Next Steps

Consolidated voting results along with Scrutinizer's Report will be:

  • Declared within two working days of conclusion of the meeting
  • Submitted to BSE Limited under Regulation 44(3) of SEBI Listing Regulations
  • Placed on websites of the company and CDSL

The resolutions shall be deemed passed on October 07, 2026 (date of adjourned meeting) subject to receipt of requisite number of votes, in terms of Section 116 of the Companies Act, 2013.

#Tags: #InfronicsSystems #AGM #SEBIDisclosure #RegulatoryCompliance #FinancialUpdate #Negative