Board Meeting Details

The Board of Directors meeting was held on October 29, 2026, from 05:00 PM to 05:45 PM IST.

Key Matters Approved

1. Unaudited Financial Results: Approved the Un-Audited Financial Results (Standalone) for the quarter and half-year ended September 30, 2026, along with the Statement of Assets and Liabilities and Statement of Cash Flows, together with the Limited Review Report from statutory auditors M/s R. Subramanian & Company LLP.

2. Appointment of Secretarial Auditor: Approved the appointment of M/s. R & A Associates, Company Secretaries (Peer Review No. 6659/2025, CP No. 2224, Firm Registration No. P1994AP011100) as Secretarial Auditor for FY 2026-27.

Financial Results Summary (Amount in INR Lakhs)

Quarter Ended September 30, 2026:

  • Revenue from operations: ₹0.00
  • Other income: ₹0.19
  • Total income: ₹0.19
  • Total expenses: ₹19.32
  • Employee benefits expense: ₹8.10
  • Finance cost: ₹0.00
  • Depreciation expense: ₹0.00
  • Other expenses: ₹11.22
  • Loss before tax: ₹(19.13)
  • Tax expense: ₹0.00
  • Loss for the period: ₹(19.13)
  • Basic and diluted EPS: ₹(0.24)

Half-Year Ended September 30, 2026:

  • Revenue from operations: ₹0.00
  • Other income: ₹0.38
  • Total income: ₹0.38
  • Total expenses: ₹35.69
  • Loss before tax: ₹(35.31)
  • Loss for the period: ₹(35.31)
  • Basic and diluted EPS: ₹(0.45)

Comparative Figures (Quarter Ended September 30, 2025):

  • Revenue from operations: ₹5.00
  • Other income: ₹0.20
  • Total income: ₹5.20
  • Total expenses: ₹21.64
  • Loss before tax: ₹(21.44)
  • Tax expense: ₹1.04
  • Loss for the period: ₹(22.48)
  • Basic and diluted EPS: ₹(0.28)

Assets and Liabilities Position as at September 30, 2026 (INR Lakhs)

Assets:

  • Non-current assets: ₹22.39
  • Property, plant and equipment: ₹0.06
  • Other financial assets: ₹19.94
  • Deferred tax assets: ₹0.41
  • Other non-current assets: ₹2.28
  • Current assets: ₹267.06
  • Trade receivables: ₹0.00
  • Cash and cash equivalents: ₹253.68
  • Other current assets: ₹13.38
  • Total assets: ₹289.45

Equity and Liabilities:

  • Equity: ₹224.83
  • Equity share capital: ₹792.65
  • Other equity: ₹(567.82)
  • Non-current liabilities: ₹3.65
  • Long-term provisions: ₹3.65
  • Current liabilities: ₹60.97
  • Trade payables: ₹40.21
  • Micro and small enterprises: ₹5.33
  • Other creditors: ₹34.88
  • Other current liabilities: ₹19.31
  • Short-term provisions: ₹1.45
  • Total liabilities: ₹64.62

Cash Flow Statement for Half-Year Ended September 30, 2026 (INR Lakhs)

  • Cash flow from operating activities: ₹0.00
  • Cash flow from investing activities: ₹0.00
  • Cash flow from financing activities: ₹0.00
  • Net change in cash: ₹0.00
  • Cash and cash equivalents at beginning: ₹253.68
  • Cash and cash equivalents at end: ₹253.68
  • Balances with banks - current accounts: ₹253.20
  • Cash on hand: ₹0.48

Critical Auditor Findings

Adverse Conclusion:

The statutory auditor, R. Subramanian & Company LLP, issued an adverse opinion stating that the financial results:

  • Are not prepared in accordance with Ind AS 34
  • Contain material misstatement
  • Inappropriately use going concern basis of accounting
  • Do not appropriately disclose information required under Regulation 33

Basis for Adverse Conclusion:

1. Business Operations: Company's customer contracts with BSNL for providing SMS services to banks concluded during FY 2024-25 and were not renewed. The company has no active revenue-generating business operations as of September 30, 2026.

2. Bank Restrictions: Bank accounts continue to be subject to debit restrictions/freeze in connection with disputed matters. Bank balances of ₹253.68 lakh are not available for meeting liabilities or funding operations, with no established timeline for release.

3. Contingent Liability: Company received a demand notice dated July 11, 2025 from M/s Mudunuru Limited claiming ₹12,05,23,699 (principal: ₹8,60,30,257; interest: ₹3,44,93,442) for alleged services. Company has disputed the claim based on legal advice but disclosed it as contingent liability.

4. Going Concern: Auditor believes the conditions indicate the company has no realistic alternative but to cease operations, making the going concern basis inappropriate.

Management Response to Adverse Findings

A. Restriction on Bank Accounts:

  • Certain bank accounts remain restricted due to disputed legal proceedings involving Directors, CFO and Promoters
  • Company continues to pursue resolution through legal counsel
  • Balances remain company property

B. Demand Notice from Mudunuru Limited:

  • Company has categorically denied any liability
  • Concluded the claim is invalid after internal evaluation
  • No provision recognized as per Ind AS 37, disclosed as contingent liability

C. Absence of Active Operations:

  • BSNL contracts concluded in FY 2024-25 and not renewed
  • Management exploring opportunities in technology sector, including R&D for technological product

D. Going Concern Basis:

  • Board has neither resolved nor intends to liquidate or cease operations
  • Management believes company does not have no realistic alternative but to cease operations
  • Pursuing resolution of bank account restrictions to support working capital
  • Financial results prepared on going concern basis with appropriate disclosures

Additional Information

  • Trading window to re-open 48 hours after financial results are made public
  • Figures for previous periods regrouped/rearranged for consistency
  • Deferred Tax Asset on carried forward losses not recognized due to uncertainty in future profitability
  • Results available on BSE website (www.bseindia.com) and company website (www.infronics.in)

Secretarial Auditor Appointment Details

  • Name: M/s. R & A Associates, Company Secretaries
  • Peer Review No.: 6659/2025
  • Certificate of Practice No.: 2224
  • Firm Registration No.: P1994AP011100
  • Date of Appointment: October 29, 2026
  • Reason: Statutory appointment for FY 2026-27 under Section 204 of Companies Act, 2013
  • Profile: Established 1996, integrated Corporate Secretarial and Legal Services Firm with 200+ man-years experience
  • Relationship: Not related to any Directors/Promoters of the Company