Financial Performance Highlights (FY 2025-26 vs FY 2024-25)

  • Revenue from operations: ₹0.00 lakhs (previous year: ₹228.58 lakhs) - 100% decrease
  • Other income: ₹3.10 lakhs (previous year: ₹8.84 lakhs)
  • Total income: ₹3.10 lakhs (previous year: ₹237.42 lakhs)
  • Total expenses: ₹76.64 lakhs (previous year: ₹80.66 lakhs)
  • Profit/(Loss) before tax: (₹73.54) lakhs (previous year: ₹156.76 lakhs profit)
  • Tax expense: ₹1.02 lakhs (previous year: ₹44.38 lakhs)
  • Net Profit/(Loss): (₹74.56) lakhs (previous year: ₹112.38 lakhs profit)
  • Earnings Per Share (Basic & Diluted): (₹0.94) (previous year: ₹1.42)

Business Operations Update

The Company's customer contracts with BSNL for providing SMS services to various banks were concluded in FY 2024-25 and were not renewed thereafter. Consequently, the Company did not have any active revenue-generating business operations as at March 31, 2026. The management is exploring opportunities in the technology sector, including research and development of a technological product.

Capital Structure

  • Authorized Share Capital: ₹11,00,00,000 divided into 1,10,00,000 equity shares of ₹10 each
  • Paid-up Share Capital: ₹7,92,64,610 comprising 79,26,461 equity shares of ₹10 each
  • No changes in capital structure during FY 2025-26
  • No dividend recommended for the year

Key Legal and Contingent Matters

Mudunuru Limited Dispute

  • Received demand notice dated July 11, 2025 from M/s Mudunuru Limited claiming ₹12,05,23,699
  • Comprising principal component of ₹8,60,30,257 and interest component of ₹3,44,93,442
  • Company disputed the claim via response dated July 21, 2025
  • Based on legal opinion dated August 13, 2025, no provision recognized - disclosed as contingent liability
  • Criminal complaint filed leading to FIR against Directors, Promoters and CFO
  • Three bank accounts subjected to debit restrictions/freeze
  • Hon'ble Principal Sessions Court, Visakhapatnam granted anticipatory bail to affected parties on February 09, 2026

Other Contingent Liabilities

  • Service tax penalty dispute: ₹90.91 lakhs (period 2015-16 to 2017-18) pending with CESTAT

Material Uncertainty - Going Concern

The Statutory Auditors, M/s. R Subramanian & Company LLP, issued a disclaimer of opinion citing:

  • No active revenue-generating operations
  • Debit restrictions/freeze on three bank accounts
  • Inability to obtain sufficient audit evidence regarding availability of bank balances
  • Uncertainty regarding outcome of disputed claim and related proceedings
  • Inability to conclude on appropriateness of going concern basis

The Board believes preparation on going concern basis remains appropriate considering promoter support intentions and expectation of resolution of bank account restrictions.

Key Managerial Personnel Changes

  • Ms. Shubhi Singhal resigned as Company Secretary & Compliance Officer effective February 28, 2026
  • Mr. Arihant Jain appointed as Company Secretary & Compliance Officer effective May 31, 2026

Board and Committee Composition

Board of Directors

  • Mr. Neerad Kumar Gajula (Whole-Time Director, DIN: 06810058) - retiring by rotation, seeking re-appointment
  • Mr. Vishnu Sri Ram Gurumurthy (Non-Executive Director, DIN: 08614445)
  • Ms. Deepthi Konakanchi (Non-Executive Independent Director, DIN: 08592676)
  • Ms. Thanmai Gurijala (Non-Executive Independent Director, DIN: 09688088)

Board Meetings

6 meetings held during FY 2025-26 on: May 28, 2025, July 21, 2025, August 14, 2025, September 02, 2025, November 11, 2025, and February 14, 2026

Key Committees

Audit Committee: Ms. Deepthi Konakanchi (Chairperson), Ms. Thanmai Gurijala (Member), Mr. Neerad Kumar Gajula (Member) - 4 meetings held

Nomination and Remuneration Committee: Ms. Deepthi Konakanchi (Chairperson), Ms. Thanmai Gurijala (Member), Mr. Vishnu Sri Ram Gurumurthy (Member) - 2 meetings held

Stakeholders Relationship Committee: Ms. Deepthi Konakanchi (Chairperson), Ms. Thanmai Gurijala (Member), Mr. Neerad Kumar Gajula (Member) - 1 meeting held

Remuneration Details

  • Mr. Neerad Kumar Gajula: ₹13,75,000 (approved ₹15,00,000 per annum, actual lower due to loss of pay)
  • Ms. Navya Surapaneni (CFO): ₹11,00,000
  • Median employee remuneration: ₹11,00,000 per annum
  • Non-Executive and Independent Directors received no remuneration

AGM Details

  • 26th Annual General Meeting: September 30, 2026 at 10:00 AM IST through VC/OAVM
  • Business:

1. Adoption of audited financial statements for FY 2025-26

2. Re-appointment of Mr. Neerad Kumar Gajula as Director retiring by rotation

  • Record date: September 23, 2026
  • Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)

Regulatory Compliance Status

  • Corporate Governance provisions exempt under Regulation 15(2) of Listing Regulations (paid-up capital < ₹10 crores, net worth < ₹25 crores)
  • No deposits accepted from public
  • No frauds reported by auditors under Section 143(12)
  • CSR provisions not applicable
  • Minor delays in filing e-Form MGT-14 and submission of Regulation 74(5) certificate to stock exchange

Auditors

  • Statutory Auditors: M/s. R Subramanian & Company LLP (until conclusion of 28th AGM in 2028)
  • Secretarial Auditors: M/s. R & A Associates (appointed August 11, 2026 after resignation of previous auditor)
  • Internal Auditors: M/s. N R G & Co., Chartered Accountants

Financial Position (as at March 31, 2026)

  • Total Assets: ₹284.50 lakhs (previous year: ₹364.98 lakhs)
  • Net Worth: ₹260.14 lakhs (previous year: ₹334.70 lakhs)
  • Cash and Cash Equivalents: ₹253.68 lakhs (including restricted balances)
  • Current Ratio: 12.65 times (previous year: 11.51 times)
  • No outstanding borrowings