Key Quantitative Figures

  • Paid-up Equity Share Capital: ₹7,47,81,000 consisting of 74,78,100 equity shares of ₹10 each
  • Accumulated Losses: ₹7,84,55,000 as of 31st March 2026
  • Proposed Capital Reduction: ₹7,40,33,190 (99% of paid-up capital)
  • Post-reduction Capital: ₹7,47,810 consisting of 74,781 equity shares of ₹10 each
  • FY 2025-26 Financials:
  • Net Sales/Income: ₹0.00
  • Total Expenditure: ₹48.93 lakh
  • Net Loss: ₹48.93 lakh
  • EPS: ₹(0.65)
  • FY 2024-25 Comparison:
  • Net Loss: ₹34.74 lakh
  • EPS: ₹(0.46)
  • Outstanding Tax Demands:
  • ₹7.32 lakh for 2015-16
  • ₹13.58 lakh for 2017-18
  • ₹4.03 lakh for 2020-21

Dates of Action

  • AGM Date: 26th September 2026 at 4:00 PM IST
  • Record Date: 19th September 2026
  • Remote e-Voting Period: 23rd September 2026 (9:00 AM) to 25th September 2026 (5:00 PM)
  • Book Closure: 21st September 2026 to 25th September 2026
  • Managing Director Appointment: 14th November 2025 to 13th November 2030
  • Capital Reduction Effective Date: 1st April 2026 (proposed)

Parties Involved

  • Statutory Auditors: Bhavani & Co (proposed), Samudrala K & Co LLP (current)
  • Secretarial Auditors: Marthi & Co
  • Bankers: HDFC Bank, Begumpet Branch, Hyderabad
  • Registrar & Share Transfer Agent: Big Share Services Pvt Ltd
  • Promoter: Parma Nand Chand (holding 485,740 shares, 6.50%)

AGM Agenda Items

Ordinary Business

1. Adoption of audited accounts, balance sheet, and reports for FY 2025-26

2. Reappointment of Smt Kirti Chand (DIN: 01569854) who retires by rotation

3. Appointment of M/s. Bhavani & Co as statutory auditors for 5 years

Special Business

4. Appointment of Mr. Parma Nand Chand as Managing Director for 5 years (14th Nov 2025 to 13th Nov 2030)

5. Reduction of share capital by 99% (₹7.40 crore) to set off accumulated losses

6. Shifting of registered office from Telangana to Maharashtra (Hyderabad to Mumbai)

7. Adoption of new Articles of Association

Capital Reduction Details

The company proposes to:

  • Set off ₹7,40,33,190 of fully paid-up capital against accumulated losses of ₹7,84,55,000
  • Reduce issued, subscribed and paid-up capital from ₹7,47,81,000 to ₹7,47,810
  • Share consolidation ratio: 1 new equity share of ₹10 for every 100 existing shares of ₹10
  • Fractional shares will be rounded off and sold in open market, proceeds distributed to shareholders
  • Requires NCLT approval and other regulatory consents

Rationale for Capital Reduction

The company was acquired by Sri Parmanand Chand via SPA dated 2nd December 2024 and open offer dated 8th July 2025. The new promoters propose to raise funds and diversify business, but current financial statements don't represent true financial status due to accumulated losses. The reduction aims to write off losses not represented by assets and reflect true company value.

Registered Office Shift

The registered office is proposed to be shifted from #318, 3rd Floor, Mittal Chambers, 2-2-51, M.G. Road, Secunderabad-500003, Telangana to Flat No. 402, 4th Floor, Chandra House, 90, Perin Nariman Street, Fort, Mumbai-400001, Maharashtra for administrative convenience following the takeover by new management.

Board and Management Changes

  • Mr. Parma Nand Chand appointed as Managing Director & CFO w.e.f. 14th November 2025
  • Ms. Anmol Sunil Agarwal appointed as Company Secretary & Compliance Officer w.e.f. 2nd April 2025
  • 8 Board meetings held during FY 2025-26

Shareholding Pattern

  • Promoter holding: 6.50% (Parma Nand Chand)
  • Public holding: 93.50%
  • 99.45% shares in dematerialized form
  • No shares in unclaimed suspense account

Corporate Governance

  • Compliance certificate from auditors obtained
  • CSR provisions not applicable to the company
  • Anti-sexual harassment policy in place (no women employees)
  • Adequate internal financial controls system exists

Auditor Qualifications

  • Statutory auditors noted that repayment schedule not adhered to by some parties despite stipulations
  • Secretarial auditors noted that company has not paid arrears of Income Tax for 2015-16, 2017-18, and 2020-21

Voting Arrangements

  • AGM to be held through Video Conferencing/Other Audio Visual Means
  • Remote e-voting facility provided through NSDL
  • Scrutinizer: Shri Soma Sekhar Marthi, Practicing Company Secretary

#Tags: #PFLInfotech #CapitalReduction #SEBIDisclosure #AGMNotice #FinancialResults #Negative