Infronics Systems Ltd Directors Report

To

The Members,

Infronics Systems Limited

The Directors are pleased to present to you the 26th Boards Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended March 31, 2026 has been as under:

(Rs. in lakhs)

Particulars	F.Y. 2025-26	F.Y. 2024-25
Revenue from operations	–	228.58
Other income	3.10	8.84
Total income	3.10	237.42
Total expenses	76.64	80.66
Profit / (Loss) before exceptional items and tax	(73.54)	156.76
Less: Exceptional items	–	–
Less: Tax Expense	1.02	44.38
Profit / (Loss) after tax	(74.56)	112.38

The Company recorded nil revenue from operations during FY 2025-26 as compared to Rs. 228.58 lakhs in the previous financial year. Total income for the year, comprising other income, stood at Rs. 3.10 lakhs as against Rs. 237.42 lakhs in the previous financial year. The Company incurred a loss after tax of Rs. 74.56 lakhs during FY 2025-26 as against a profit of Rs. 112.38 lakhs in FY 2024-25.

Business Operations: During the financial year under review, the Companys customer contracts with BSNL for providing SMS services to various banks were concluded in FY 24-25 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 the research and development of a technological product.

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of this Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business.

4. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any deposits from the public as per the provisions of Sections 73 and 74 of the Act read with Rules made thereunder and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

5. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated January 22, 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

6. TRANSFER TO RESERVES:

During the year under review loss of Rs. 74.56 lakhs have been transferred to the General Reserves.

7. DIVIDEND:

Keeping the Companys revival plans in mind, the Directors have decided not to recommend dividend for the year.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. SHARE CAPITAL:

Listing of Shares: The equity shares of the Company are listed on BSE Limited (BSE). The listing fee for the year 2025-26 has already been paid to the credit of the Stock Exchange.

Authorised Share Capital: As on March 31, 2026, the Authorised Share Capital of your Company stood at Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lakh) equity shares of face value of Rs. 10/- (Rupees Ten only) each.

Paid-up Share Capital: As on March 31, 2026, the Paid-up Equity Share Capital of your Company stood at Rs. 7,92,64,610/-* (Rupees Seven Crore Ninety-Two Lakh Sixty-Four Thousand Six Hundred and Ten only) comprising of 79,26,461 (Seventy-Nine Lakh Twenty-Six Thousand Four Hundred and Sixty-One) equity shares of face value of Rs. 10/- (Rupees Ten only) each.

*Note - Company has consolidated two shares of nominal value of Rs. 5/- each into one share of nominal value of Rs. 10/- each in the Annual General Meeting held on September 30, 2015 which leads to a difference of Rs. 5/- in the Paid-up equity Share Capital of the Company.

Changes in Capital Structure

During the F.Y. 2025-26 your Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the Company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013

10. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations have been noticed for inefficiency or inadequacy of such controls. The Company maintains an appropriate system of internal control, including monitoring procedures to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

No order has been passed by any Regulator, Court or Tribunal against the Company which impacts its going concern status or its operations in future.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

There were no contracts or arrangements or transactions entered into by the Company with related parties during the financial year 2025-26 which were required to be reported under sub-section (1) of Section 188 of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

13. CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2) of the Listing Regulations, the Company having paid-up equity share capital not exceeding Rs. 10 crores and Net Worth not exceeding Rs. 25 crores, as on the last day of the previous financial year, are exempted from the provisions of the Corporate Governance. The Paid-up share capital and net worth for 2022-23, 2023-24, and 2024-25 are detailed in the below table: -

Sr No	Financial Year (F.Y.)	Paid up Capital (Rupees in Crores)	Net worth (Rupees in Crores)
1.	2024-25	7.92	3.35
2.	2023-24	7.92	2.22
3.	2022-23	7.92	(0.29)

As on the last day of the previous financial year 2024-25, the Companys paid-up equity share capital did not exceed Rs. 10 crores and its net worth did not exceed Rs. 25 crores. Accordingly, the Corporate Governance provisions of the Listing Regulations are not applicable to the Company, and no separate Corporate Governance Report or corporate governance compliance certificate forms part of this Annual Report. The Company continues to comply with the corresponding requirements of the Companies Act, 2013.

14. ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2025-26, is put up on the Companys website and can be accessed at www.infronics.in.

Further, the Annual Return (i.e., e-form MGT-7) for the financial year 2025-26 shall be filed by the Company with the Registrar of Companies, Hyderabad, within the stipulated period.

15. DIRECTORS / CEO/ CFO AND KEY MANAGERIAL PERSONNEL:

There were no changes in the composition of the Board of Directors of the Company, whether by way of resignation or appointment, during the financial year 2025-26.

Ms. Shubhi Singhal (M. No. A66004), Company Secretary and Compliance Officer of the Company, resigned from the office of Company Secretary and Compliance Officer with effect from February 28, 2026.

Subsequent to the closure of financial year, Mr. Arihant Jain (M. No. A70208) was appointed as a Company Secretary and Compliance Officer of the Company with effect from May 31, 2026.

Director liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Neerad Kumar Gajula (DIN: 06810058), Whole-time Director of the Company retires by rotation in the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

Declaration by the Directors:

The Directors have issued confirmation to the Company, confirming that they have not made any default under Section 164(2) of the Act, as on March 31, 2026.

Declaration by Independent Directors:

The Company has received declarations from Ms. Thanmai Gurijala and Ms. Deepthi Konakanchi, the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and that they are independent of management. The Independent Directors have further confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management. Both the Independent Directors of the Company have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

16. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

As required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, information relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration etc. is annexed as "Annexure-I" to this report.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

During the financial year 2025-26, none of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per annum, or Rs. 8,50,000/- or more per month for a part of the year, being the limits specified under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)(i) and 5(2)(ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. BOARD MEETINGS:

The Board of Directors of the Company duly met 06 (Six) times during the financial year ended March 31, 2026, on May 28, 2025, July 21, 2025, August 14, 2025, September 02, 2025, November 11, 2025, and February 14, 2026. Proper notices were given for all the meetings and the proceedings thereof were properly recorded and signed in the Minutes Book maintained for the purpose.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Board and the attendance of the Directors at the Board Meetings held during the financial year are given below:

Name	Category	No. of Meetings entitled to attend	No. of Meetings attended
Ms. Deepthi Konakanchi	NED (ID)	6	6
Ms. Thanmai Gurijala	NED (ID)	6	5
Mr. Neerad Kumar Gajula	WTD	6	6
Mr. Vishnu Sri Ram Gurumurthy	NED	6	6

NED (ID): Non-Executive Independent Director

WTD: Whole-Time Director

NED: Non-Executive Director

Separate meeting of Independent Directors: In accordance with the requirements of Schedule IV to the Act, a separate meeting of the Independent Directors was held during FY 2025-26 on February 14, 2026. At the said meeting, the Independent Directors reviewed the performance of the non-independent Directors and the Board as a whole, evaluated the performance of the Chairperson, and assessed the quality, quantity and timeliness of flow of information between management and the Board

Board Committees

The Company has constituted several Committees of the Board which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2026, the Board has 03 (Three) mandatory Committees, namely:

I. Audit Committee;

II. Nomination and Remuneration Committee (NRC) and

III. Stakeholders Relationship Committee (SRC).

19. AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013. As explained in Item No. 13 above, the Company is exempt from the provisions of Regulations 17 to 27 of the Listing Regulations under Regulation 15(2) thereof; the Audit Committee is accordingly constituted and functions under the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

ii. review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. examination of the financial statement and the auditors report thereon;

iv. approval or any subsequent modification of transactions of the company with related parties;

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed;

Provided further that in case of transaction, other than transactions referred to in section 188, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board:

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee and if the transaction is with the related party to any director or is authorised by any other director, the director concerned shall indemnify the company against any loss incurred by it:

Provided also that the provisions of this clause shall not apply to a transaction, other than a transaction referred to in section 188, between a holding company and its wholly owned subsidiary company.

v. scrutiny of inter-corporate loans and investments;

vi. valuation of undertakings or assets of the company, wherever it is necessary;

vii. evaluation of internal financial controls and risk management systems;

viii. monitoring the end use of funds raised through public offers and related matters.

III. The previous Annual General Meeting of the Company was held on September 30, 2025 and Chairperson of the Audit Committee attended the previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

V. During the financial year 2025-26, 04 (Four) meetings of the Audit Committee were held on May 28, 2025, August 14, 2025, November 11, 2025 and February 14, 2026.

VI. The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name	Designation	Category	No. of Meetings entitled to attend	No. of Meetings attended
Ms. Deepthi Konakanchi	Chairperson	NED (ID)	4	4
Ms. Thanmai Gurijala	Member	NED (ID)	4	4
Mr. Neerad Kumar Gajula	Member	WTD	4	4

NED(ID): Non-Executive Independent Director

WTD: Whole-Time Director

VII. In terms of Section 177(8) of the Companies Act, 2013, the Directors state that during the financial year 2025-26 there was no instance in which the Board did not accept any recommendation of the Audit Committee.

20. NOMINATION AND REMUNERATION COMMITTEE:

I. Brief Description of terms of reference:

The Nomination and Remuneration Committee set up by the Board is responsible for:

i. formulation of the criteria for determining qualifications, positive attributes and independence for appointment of a director of the Company and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel, Senior Management and other employees.

ii. Specifying the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

iii. devising a policy on diversity of board of directors.

iv. ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully

v. ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

vi. such other matters as may be specified by the Board from time to time.

II. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2025-26, 02 (Two) meetings of Nomination and Remuneration Committee were held on May 28, 2025 and February 14, 2026.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Ms. Deepthi Konakanchi	Chairperson	NED (ID)	2	2
Ms. Thanmai Gurijala	Member	NED (ID)	2	2
Mr. Vishnu Sri Ram Gurumurthy	Member	NED	2	2

NED (ID): Non-Executive Independent Director

NED: Non-Executive Director

21. STAKEHOLDERS RELATIONSHIP COMMITTEE:

I. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2025-26, 01 (One) meeting of Stakeholders Relationship Committee was held on February 14, 2026.

The Details of composition of the Committee are given below:

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Ms. Deepthi Konakanchi	Chairperson	NED (ID)	1	1
Ms. Thanmai Gurijala	Member	NED (ID)	1	1
Mr. Neerad Kumar Gajula	Member	WTD	1	1

NED (ID): Non-Executive Independent Director

WTD: Whole-Time Director

II. Name and Designation of the Compliance Officer: Ms. Shubhi Singhal, Company Secretary & Compliance Officer. (resigned with effect from February 28, 2026)

III. Details of Shareholders complaints during the financial year:

Number of shareholders complaints received during the financial year	Number of complaints not solved to the satisfaction of shareholders	Number of pending complaints
NIL	NIL	NIL

22. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The performance evaluation of Independent Directors is carried out based on their role and responsibilities, effective participation in the Board and Committee meetings, expertise, skills and exercise of independent judgment in major decisions of the Company

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 05, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given evaluation forms for the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Non-Executive and Non-Independent Directors; and

(v) Evaluation of Whole-time Director.

The Directors were requested to give following ratings for each criteria:

1. fair;

2. satisfactory; and

3. very satisfactory.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the Directors, the Committee has prepared a report and submitted the Evaluation Report. Based on the report, the Board of Directors that the performance of Directors is satisfactory and they are recommended for continuation as Directors of the Company.

23. AUDITORS AND AUDITORS REPORT:

Statutory Auditors & their Report

M/s. R Subramanian & Company LLP, Chartered Accountants (Firm Registration No. 004137S/S200041) were appointed as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of 23rd Annual General Meeting till the date of conclusion of the 28th Annual General Meeting of the Company to be held in the calendar year 2028 at such remuneration plus Taxes, out of pocket, traveling and living expenses, etc. as may be mutually agreed to between the Board of Directors and the Auditors.

Remarks by Statutory Auditors:

The following are the qualifications, reservations or adverse remarks or disclaimer of opinion made in the Auditor Report for the financial year ended March 31, 2026:

As fully described in Note 35, The Company has informed us that three bank account balances are subject to debit restrictions / freeze on account of ongoing legal proceedings against the directors, CFO, Promoters. The management has informed that this relates to the demand notice dated July 11, 2025, from M/s Mudunuru Limited claiming Rs. 1205.23 Lakhs, comprising a principal component of Rs. 860.30 Lakhs and interest component of Rs. 344.93 Lakhs, purportedly towards alleged services. The Company has denied the claim and, based on legal advice, has not recognised a provision and has disclosed the matter as a contingent liability.

Further the Companys customer contracts with BSNL for providing SMS services to various banks were fully concluded during the previous financial year and have not been renewed subsequently. Consequently, the Company has no active revenue-generating business operations as at March 31, 2026 to meet the liabilities that may arise from the above ongoing proceedings.

We were unable to obtain sufficient appropriate audit evidence regarding the nature, legal basis, extent and continuing effect of the debit restrictions / freeze on the Companys bank accounts, the extent to which the related bank balances are available for meeting liabilities and funding operations, and the likely timing and outcome of release of such restrictions. We were also unable to obtain sufficient appropriate audit evidence regarding the current status and possible financial consequences of the disputed claim and related proceedings, if any, including whether any further obligations, restrictions, penalties, settlements or outflows may arise in relation thereto.

In the absence of active business operations, committed revenue-generating contracts, a board-approved and evidence-supported business plan, demonstrable funding support, and sufficient appropriate audit evidence regarding the availability of bank balances under restriction / freeze, we were unable to obtain sufficient appropriate audit evidence to conclude on the appropriateness of managements use of the going concern basis of accounting in the preparation of the Statement.

The possible effects of these matters on the Statement, including the carrying amounts and classification of assets and liabilities, recognition and measurement of any provision or contingent liability, liquidity position, going concern assessment and related disclosures, could be both material and pervasive. Consequently, we were unable to determine whether any adjustments might be necessary to the Statement.

Managements / Boards Response:

The Board of Directors has considered the matters referred to in the qualification and provides the following response:

Business Operations and Future Plans:

The Companys contracts with BSNL for provision of SMS services to various banks were completed during the previous financial year and were not renewed thereafter. Accordingly, the Company did not have any significant revenue-generating operations during the year ended March 31, 2026.

The management is also exploring and researching on developing a technological product

Restriction / Freeze on Bank Accounts:

Three bank accounts of the Company are presently subject to debit restrictions / freeze. The Company is pursuing appropriate steps with the relevant authorities and banking institutions for resolution of the matter and release of such restrictions.

Management believes that the matter is capable of resolution; however, the timing and outcome remain subject to the actions and decisions of the relevant authorities.

Claim by M/s Mudunuru Limited:

The Company has received a demand notice dated July 11, 2025 from M/s Mudunuru Limited claiming an aggregate amount of Rs. 1205.23 Lakhs comprising principal of Rs. 860.30 Lakhs and interest of Rs. 344.93 Lakhs.

The Company has examined the claim and, based on legal advice received, disputes the allegations and the amounts claimed. Accordingly, management is of the view that no present obligation exists requiring recognition of a provision in the financial statements and the matter has been disclosed as a contingent liability.

Going Concern Assessment:

While the Company presently does not have active revenue-generating operations, management has prepared the financial statements on a going concern basis after considering the intention of the promoters to continue supporting the Company, the ongoing efforts to revive business operations and the expectation that the matters relating to the restricted bank accounts will be resolved.

The Board acknowledges that material uncertainties exist in relation to the Companys ability to continue as a going concern. However, having regard to the factors set out above, the Board believes that preparation of the financial statements on a going concern basis remains appropriate.

The Company will continue to monitor developments relating to these matters and will take such steps as may be necessary to protect the interests of the Company and its stakeholders.

Secretarial Auditors & their Report:

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), M/s. ASN & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor of the Company for the Financial Year 2025-26 by the Board of Directors at its meeting held on May 28, 2025. The aforementioned Secretarial Auditor subsequently resigned from the said engagement on August 11, 2026

Consequently, M/s. R & A Associates, Practicing Company Secretaries (Firm Registration No. P1994AP011100; Peer Review Certificate No. 6659/2025), was appointed as the Secretarial Auditor of the Company for the financial year 2025-26 by the Board of Directors at their meeting held on August 11, 2026 to conduct the Secretarial Audit and issue the Secretarial Audit Report for the said financial year.

The Secretarial Audit Report in prescribed Form MR-3, issued by the Secretarial Auditor, is annexed herewith as "Annexure-II" to this Report.

Regulation 24A of the Listing Regulations, which requires the appointment of a Secretarial Auditor for a term of five consecutive years with the approval of the Members, is not applicable to the Company by virtue of the exemption under Regulation 15(2) of the Listing Regulations. The Secretarial Auditor has accordingly been appointed by the Board of Directors under Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remarks by Secretarial Auditors:

The Board has duly reviewed the Secretarial Audit Report issued pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark for the Financial Year 2025-26. The observations made by the Secretarial Auditors and the responses of the Board are set out below:

1. There was a delay in filing of e-Form MGT-14 with the Registrar of Companies in respect of the approval of the Boards Report by the Board of Directors at its meeting held on September 02, 2025.

2. There was a delay in submission of the certificate pursuant to Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 to the Stock Exchange for the quarter ended December 31, 2025.

Managements / Boards Response:

1. The Board has taken note of the observation. The delay was inadvertent and the Company has taken necessary steps to ensure timely filing of statutory forms with the Registrar of Companies in the future.

2. The Board has taken note of the observation. The Company has strengthened its compliance monitoring mechanism to ensure timely submission of the requisite certificates and disclosures to the Stock Exchange within the prescribed timelines.

Internal Auditors:

The company has appointed M/s. N R G and Co., Chartered Accountants as internal auditors for the Financial Year 2025-26.

24. DISCLOSURE ABOUT COST AUDIT:

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and accordingly cost audit under Section 148 of the Act is not applicable to the Company.

25. VIGIL MECHANISM:

The Board of Directors of your Company has formulated a Whistle-Blower Policy, which is in compliance with the provisions of Section 177(9) and (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Company, through this Policy envisages to encourage the Directors and employees of the Company to report to the appropriate authorities any unethical behavior, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Companys Codes of Conduct for the Directors and the Senior Management Personnel.

The Policy on Vigil Mechanism/Whistle-Blower Policy has been placed on the website of the Company.

26. RISK MANAGEMENT POLICY:

The Company has adopted a risk management policy under which risks are identified, assessed and mitigated through a structured process. The Board reviews the risk position periodically. Regulation 21 of the Listing Regulations, which requires the constitution of a Risk Management Committee, is not applicable to the Company by virtue of the exemption under Regulation 15(2) thereof; the Companys risk management framework is accordingly maintained under Section 134(3)(n) of the Companies Act, 2013.

27. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

There were no Subsidiaries or associate companies of the company during the financial year 2025-26.

28. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There were no companies which have become or ceased to be the subsidiaries, Joint Ventures or associate companies during the year.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the immediately preceding financial year, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate social responsibility is not applicable to the Company.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There are no Loans, Investments or Guarantees/Security given by the Company during the year under Section 186 of the Companies Act, 2013;

32. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated formulation of certain policies for all the listed companies. The policies are available on the Companys website i.e. www.infronics.in

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in "Annexure-III" annexed to this report.

34. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent/Non-Executive Directors has received any remuneration, sitting fees, commission or other compensation from the Company during the financial year under review. Further, none of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which, in the judgment of the Board, may affect their independence.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

In terms of Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, the Directors state that during the financial year 2025-26 no application was made for initiation of the corporate insolvency resolution process of the Company before the National Company Law Tribunal, whether by a financial creditor under Section 7, by an operational creditor under Section 9, or by the Company itself under Section 10 of the Insolvency and Bankruptcy Code, 2016 and no such application or proceeding was pending as at March 31, 2026. No such application has been made, and no such proceeding is pending, as at the date of this Report.

36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

37. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Your Company has adopted a "Code of Internal Procedure and Conduct for Regulating, Monitoring and Reporting of Trading in Securities by Designated Persons" ("Insider Trading Code") as required under Regulation 9(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations").

The Company formulated the Insider Trading Code with the objective to deter the Insider trading in the securities of the Company based on the unpublished price sensitive information.

The Insider Trading Code outlines the procedures to be followed and disclosures to be made when dealing in the Companys securities, ensuring the highest ethical standards are maintained.

38. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

a) Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

b) Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

c) Issue of shares under employees stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

d) Non-Exercising of voting rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

e) Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

f) Buy back shares: The Company did not buy-back any shares during the period under review.

g) Reduction of Share Capital of the Company: The Company did not approve any scheme of Reduction of Share Capital during the period under review.

h) Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, prepared in terms of Regulation 34(2)(e) read with para-B of Schedule V of the Listing Regulations, forms part of this Annual Report and is annexed as "Annexure-IV". It is clarified that para-B of Schedule V is not among the paras exempted under Regulation 15(2) of the Listing Regulations and therefore continues to apply to the Company.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on prevention of sexual harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the total number of employees of the Company did not exceed 10 (Ten) and, accordingly, the Company was not required to constitute an Internal Complaints Committee under Section 4 of the said Act. The disclosure required by Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, as substituted with effect from July 14, 2025, is given below:

Particulars	Number
Number of complaints of sexual harassment received during the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

42. STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct for the Board Members and the Senior Management Personnel of the Company, which is posted on the Companys website. All Members of the Board and Senior Management have affirmed compliance with the said Code of Conduct for the Financial Year 2025-26. The declaration of compliance prescribed under para-D of Schedule V of the Listing Regulations is not applicable to the Company, the Company being exempt therefrom under Regulation 15(2) of the Listing Regulations.

A declaration signed by the Whole-Time Director affirming compliance with the Companys Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2025-26 as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure-V".

43. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Directors clarify, in relation to clause (d) above, that the annual accounts have been prepared on a going concern basis for the reasons set out in Item No. 46 of this Report, and that the material uncertainty described in that Item does not, in the opinion of the Board, displace the appropriateness of that basis.

44. OTHERS:

Legal proceedings, the disputed claim of M/s. Mudunuru Limited and restrictions on bank accounts

During the year under review, the Company received a demand notice dated July 11, 2025 from M/s Mudunuru Limited claiming an amount of Rs. 12,05,23,699, comprising a principal component of Rs. 8,60,30,257 and interest component of Rs. 3,44,93,442, purportedly towards alleged services supported by proforma invoices stated to have been raised for the period between March 2023 and April 2025.

The Company, vide its response dated July 21, 2025, formally disputed the said claim and denied any liability in respect thereof. The Company has stated that all obligations under the last business arrangement with M/s. Mudunuru Limited, which ended in October 2022, had been fully settled; that no new contract or arrangement existed thereafter; and that the invoices referred to in the demand notice are not supported by any agreed contractual terms or enforceable arrangements.

The Company obtained a legal opinion dated August 13, 2025 on the tenability of the demand notice. Based on the facts of the matter and the legal opinion obtained, the Company has reasonable grounds to contest the claim and no operational debt is presently due. The management further believes that there is no present obligation requiring recognition of a provision under Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets.

During the year, a criminal complaint was also filed by Mr. Mudunuru Madhusudan Raju, pursuant to which a First Information Report has been registered with the P.M. Palem Police Station, Visakhapatnam City, against the Directors, Promoters and the Chief Financial Officer of the Company in relation to allegations connected with the above commercial dispute. Further, three of the Companys bank accounts have been subjected to debit restrictions / freeze. The Company is examining the matter and is in the process of taking appropriate legal and procedural steps in accordance with law for seeking relief in respect of the debit freeze and the related proceedings.

The Honble Principal Sessions Court, Visakhapatnam, by its order dated February 09, 2026, granted anticipatory bail to the Promoters, Directors and the Chief Financial Officer of the Company.

Based on the above facts and the legal advice obtained, no provision has been recognised in the financial statements in respect of the aforesaid claim. However, having regard to the ongoing dispute, the First Information Report, the restriction on operation of certain bank accounts and the uncertainty relating to the ultimate outcome of the matter, the claim has been disclosed as a contingent liability. The matter is more particularly described in notes to the Financial Statements.

45. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In terms of Section 178(3) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Key Managerial Personnel and Senior Management and for determining their remuneration.

The salient features of the said policy are that the remuneration of the Whole-time Director is determined by the Board on the recommendation of the Nomination and Remuneration Committee within the limits prescribed under Section 197 read with Schedule V of the Act; the Non-Executive and Independent Directors are not paid any remuneration or commission and are not entitled to any stock options; and the criteria for determining qualifications, positive attributes and independence of a Director are as laid down in Sections 149(6) and 178 of the Act. The policy is available on the Companys website at https://www.infronics.in There has been no change in the policy during the year under review.

46. MATERIAL UNCERTAINTY RELATING TO GOING CONCERN:

The Companys customer contracts with BSNL for the provision of SMS services to various banks were concluded during the previous financial year and have not been renewed. Consequently, the Company had no active revenue-generating business operations during the financial year under review. In addition, three of the Companys bank accounts continue to be subject to debit restrictions/freeze in connection with the legal proceedings referred to in Item No. 44 above, and the Company has received the disputed claim of M/s. Mudunuru Limited described therein.

The Statutory Auditors have issued a Disclaimer of Opinion on the financial statements for the financial year ended March 31, 2026 in relation to, among other matters, the appropriateness of the going concern basis of accounting; the Boards response to each of the matters set out in the Disclaimer is given in Item No. 23 above.

The Board has, after considering the intention of the promoters to continue supporting the Company, the cash and bank balances available with the Company, the ongoing efforts to revive the business operations of the Company and the expectation that the matters relating to the restricted bank accounts will be resolved, concluded that the preparation of the financial statements on a going concern basis remains appropriate. The Board will continue to monitor developments in relation to these matters and take such steps as may be necessary to protect the interests of the Company and its stakeholders.

47. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

In terms of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Second Amendment Rules, 2025 with effect from July 14, 2025, the Directors state that the Company has complied with the provisions of the Maternity Benefit Act, 1961 to the extent applicable to it during the financial year 2025-26. Having regard to the number of employees on the rolls of the Company during the year, the obligation to provide a cr?che facility under Section 11A of the said Act did not arise; no employee applied for or availed of maternity benefit during the year; and no proceeding under the said Act is pending against the Company.

48. UNCLAIMED SHARES, UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any equity shares lying in a demat suspense account or an unclaimed suspense account as at March 31, 2026, and no shares were transferred to, or released from, any such account during the year under review. The Company has not declared any dividend in the past seven financial years and, accordingly, there was no amount of unpaid or unclaimed dividend, and no shares, required to be transferred to the Investor Education and Protection Fund under Sections 124 and 125 of the Companies Act, 2013 during the financial year 2025-26.

49. STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS:

In terms of Regulation 34(2)(a) read with Regulation 33(3)(d) of the Listing Regulations, the Statement on Impact of Audit Qualifications (for audit report with modified opinion) for the financial year ended March 31, 2026, in the format prescribed by the Securities and Exchange Board of India, is annexed to this Report as "Annexure VI". The explanations of the Board given in that Statement are consistent with the Boards responses set out in Item No. 23 of this Report.

50. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels, for the continued growth and prosperity of your Company.

The Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchange, NSDL, CDSL, etc., and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board of

INFRONICS SYSTEMS LIMITED

sd/-

NEERAD KUMAR GAJULA

WHOLE-TIME DIRECTOR

(DIN: 06810058)

sd/-

VISHNU SRI RAM GURUMURTHY

DIRECTOR

(DIN: 08614445)

Place: Hyderabad

Date: September 04, 2026