Key Dates

  • AGM Date: Monday, 31 August 2026 at 04:00 PM IST
  • AGM Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Cut-off Date for E-voting: Monday, 24 August 2026
  • Remote E-voting Period: Friday, 28 August 2026 (9:00 AM) to Sunday, 30 August 2026 (5:00 PM)
  • Register of Members Closure: Tuesday, 25 August 2026 to Monday, 31 August 2026 (both days inclusive)

Financial Highlights (Standalone, Amount in ₹ Lakhs)

| Particulars | FY 2025-2026 | FY 2024-2025 |

| Total Income | 5,282.34 | 5,834.73 |

| Total Expenditure | 5,615.16 | 6,129.17 |

| Profit/(Loss) Before Tax | (332.82) | (294.44) |

| Tax Expense | 22.52 | 24.42 |

| Profit/(Loss) After Tax | (355.34) | (318.86) |

| EPS Basic (₹) | (1.45) | (1.87) |

| EPS Diluted (₹) | (1.45) | (1.87) |

Revenue from operations stood at ₹5,140.65 Lakhs against ₹5,834.73 Lakhs in previous year.

Share Capital Changes

  • Authorized Capital: Increased from ₹24.95 Crore to ₹52.00 Crore via EGM on 29 November 2025
  • Preferential Allotment: 79,00,000 Equity Shares of ₹10 each at ₹15 per share (including ₹5 premium) allotted on 22 April 2025, raising ₹11.85 Crore
  • Utilization of Preferential Issue Proceeds:
  • Working Capital Requirements: ₹10.665 Crore (fully utilized)
  • General Corporate Purpose: ₹1.185 Crore (fully utilized)
  • Paid-up Capital: ₹24.95 Crore (2,49,50,000 equity shares of ₹10 each) as of 31 March 2026

AGM Agenda Items

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt audited financial statements for FY ended 31 March 2026 with reports of Board and Auditors.

2. Re-appointment of Director: To appoint Ms. Roudha Zerlina (DIN: 05168024), who retires by rotation and offers herself for re-appointment.

Special Business

3. Loans/Guarantees/Investments under Section 186: Special resolution to approve giving loans, guarantees, providing securities, and making investments up to ₹100 Crore aggregate limit.

4. Borrowing Powers under Section 180(1)(c): Special resolution to approve borrowing monies up to ₹100 Crore through various modes including debentures, term loans, ICDs, bank borrowings.

Board and Key Managerial Personnel

  • Managing Director & CFO: Mr. Sayyed Imbichi Haris Sayyed (DIN: 08395581, appointed 01 September 2025)
  • Executive Director: Mr. Sayyed Hamid (DIN: 05167876)
  • Non-Executive Director: Ms. Roudha Zerlina (DIN: 05168024)
  • Independent Directors: Mr. Mohammed Asharaf (DIN: 09526578), Mr. Rishdhan (DIN: 11357343, appointed 28 October 2025)
  • Company Secretary: Ms. Divya Shekhawat (appointed 25 November 2025, Membership No.: A74883)
  • Previous Company Secretary: Ms. Shweta Mehrotra resigned on 27 October 2025

Board Meetings: 9 meetings held during FY25-26.

Auditor Qualifications (Statutory Audit)

The audit report contains following qualifications:

1. Balance Confirmations: Confirmations for closing balances of trade receivables, trade payables and loans & advances not made available in certain cases. Unable to comment on correctness of these balances.

2. PF/ESI Compliance: Company registered under EPF Act, 1952 and ESI Act, 1948 but has not deducted and deposited dues for eligible employees. Impact not ascertainable.

3. Income Tax Compliance: Company has not filed Income Tax Return (ITR) under Section 139 and Tax Audit Report (TAR) under Section 44AB for AY 2023-24, 2024-25 and 2025-26. Liable to pay applicable penalties.

Emphasis of Matters (Without Qualifying Opinion)

1. Inventory Records: Adequate records for inventory not maintained. Relied on physical verification report dated 14 May 2026 by M/s Nishant Sebastian Jose, CA.

2. Inventory Provision: Provision of ₹175.56 Lakhs (PY: ₹237.01 Lakhs) recognized for slow/non-moving inventory as per management's risk management policy.

3. TDS Default: TDS amounting to ₹9.87 Lakhs (till 31 March 2023) and ₹15.59 Lakhs (till 31 March 2024) deducted but not deposited to authorities. TDS returns not submitted.

4. Advance Recovery: Advances of ₹1,150.40 Lakhs given where progress not trackable. Legal notices issued for recovery.

5. ICICI Bank NPA: Credit facility of ₹170 Lakhs with ICICI Bank declared NPA on 1 December 2023. Outstanding ₹140.79 Lakhs as of 31 March 2026. Property attached by bank. Matter pending before Debt Recovery Tribunal-1, Ernakulam with next hearing on 22 May 2026.

6. Preferential Issue: 79,00,000 equity shares issued at ₹15 per share, fully utilized for stated purposes.

Other Material Information

  • Dividend: No dividend recommended for FY 2025-26
  • Deposits: No deposits accepted or renewed from public
  • Business Expansion: Objects clause amended to include renewable energy solutions and software/AI/technology-enabled IT services
  • Corporate Governance: Not applicable as company listed on BSE SME platform
  • Related Party Transactions: Disclosed in Annexure-II (AOC-2), no material transactions not at arm's length basis
  • Internal Financial Controls: Auditors disclaimed opinion on adequacy and operating effectiveness of internal financial controls
  • MSME Dues: No outstanding dues to micro and small enterprises per MSMED Act, 2006
  • Litigation: Income tax dispute for AY 2017-18 involving ₹639.73 Lakhs pending with Commissioner of Income Tax (Appeals)

Voting Arrangements

  • E-voting Agency: CDSL
  • Scrutinizer: Mr. Amit Saxena of M/s Amit Saxena & Associates
  • Results Display: To be displayed at Registered Office, Corporate Office, company website (www.fone4.in) and CDSL website after declaration