PFL Infotech Ltd Directors Report

To

The Members

Your directors take pleasure in presenting before you the 39th Thirty-Nine Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2026.

Financial Highlights

OPERATIONS

The total income of the company for the year ended 31st March 2026 amounted to Rs. Nil as against Rs.Nil in the previous year. The company has incurred a loss of Rs. (48.93) Lakhs for the year against a net loss of Rs. (34.74) lakhs in the previous year.

SHARE CAPITAL

During the financial year under review there was no change in the Authorized, Issued, Subscribed, and Paid-up Capital of the company.

REDUCTION OF SHARE CAPITAL

Your Board of Directors at their meeting held on 30th March 2026 have decided to write off the accumulated losses which are not represented by any assets in the company and thereby the true value of the company is reflected. The company has accumulated losses to the extent of Rs. 7,84,55,000/- as on 31st March 2026 out of which it is proposed to write off an amount of Rs.7,40,33,190/- thereby writing off 99% of the share capital. Due to the said reduction, the issued, subscribed, and paid-up capital aggregating to Rs.7,47,81,000/- consisting of 74,78,100 equity shares of Rs.10/- each shall stand reduced to Rs.7,47,810/- consisting of 74,781 Equity Shares of Rs.10/- each. Thus, a shareholder holding 100 equity shares of Rs.10/- each will get 1 Equity Share of Rs.10/- each.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The registered office of the company is proposed to be shifted from the State of Telangana to the State of Maharashtra. This is because the company has been acquired by the new management as per the SEBI Takeover Code. Hence, your Board of Directors at their meeting held on 30th March 2026 have decided to shift the registered office of the company from the State of Telangana to the State of Maharashtra for administrative convenience.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report "Annexure -A".

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as part of this Annual Report as "Annexure - B".

Certificate from the Statutory Auditors of the company M/s. Samudrala K & Co LLP, Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as part of this report as "Annexure C"

LISTING WITH STOCK EXCHANGES

The Companys Shares are listed on BSE Limited, Mumbai.

DEMATERIALISATION OF SHARES

99.45% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2026 and the balance 0.55 % is in physical form. The Companys Registrars are M/S Big Share Services Pvt Ltd, 306, Right Wing, 3rd Floor, Amrutha Ville, Opp. Yashoda Hospital, Raj Bhavan Road, Somajiguda, Hyderabad, Telangana -500 082.

DIRECTORS

Appointment/Re-appointment/Resignation of Directors/KMP of the Company Directors

Smt Kirti Chand (DIN: 01569854), Director of the company, retires by rotation and being eligible offers herself for reappointment as Director of the company.

Appointment of Managing Director

The Board of Directors of the Company, at its meeting held on 14th November, 2025, appointed Mr. Parma Nand Chand (DIN: 00066973) as the Managing Director of the Company for a period of five (5) consecutive years, commencing from 14th November, 2025 and ending on 13th November, 2030, subject to the approval of the Members at the ensuing Annual General Meeting.

The Board is of the opinion that Mr. Parma Nand Chand possesses the requisite qualifications, experience, expertise and integrity for the position of Managing Director. Accordingly, the Board recommends the approval of his appointment by the Members of the Company. The necessary resolution seeking Members approval forms part of the Notice convening the ensuing Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Parma Nand Chand (DIN: 00066973) was appointed as the Chief Financial Officer (CFO) of the Company with effect from 14th November, 2025, in addition to his appointment as the Managing Director, subject to the applicable provisions of the Companies Act, 2013 and other applicable laws.

Accordingly, as on the date of this Report, the Key Managerial Personnel of the Company are as follows:

Mr. Parma Nand Chand (DIN: 00066973) - Managing Director & Chief Financial Officer Ms. Anmol Sunil Agarwal - Company Secretary & Compliance Officer.

BOARD MEETING Meetings of the Board of Directors

During the financial year 2025-26, the Board of Directors met Eight (8) times. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013, the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the meetings of the Board of Directors, including the attendance of the Directors at each meeting, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

STATUTORY AUDITORS

M/s. Samudrala K & Co LLP, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing 39th Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. Pavaluri & Co., Chartered Accountants (Firm Registration No. 012194S), as the Statutory Auditors of the Company for a term of five (5) consecutive years, to hold office from the conclusion of the 39th Annual General Meeting until the conclusion of the 44th Annual General Meeting to be held in the year 2031, subject to the approval of the Members at the ensuing Annual General Meeting.

The Company has received the written consent and a certificate from M/s. Pavaluri & Co., Chartered Accountants, confirming that their appointment, if made, would be in accordance with the provisions

of Sections 139, 141 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, and that they satisfy the criteria provided therein.

The Statutory Auditors Report on the Standalone Financial Statements for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments by the Board.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have 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 of the company for the same period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has formulated and adopted a risk management policy at its Board Meeting. As per the policy, the management continues to review and assess the risk and also the steps for mitigating the same.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility do not apply to the company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

Auditors Report

The Statutory Auditors in their report have opined that the schedule of repayment has not been adhered to by some of the parties to whom loans and advances have been given despite the fact that the same have been stipulated.

Your Directors are making several efforts in this regard and are able to recover part of the loan amount and are confident that the balance loan amount would be recovered.

SECRETARIAL AUDIT REPORT

The secretarial auditors have commented that the company has not paid arrears of Income Tax.

COST AUDITORS AND THEIR REPORT

The company is not required to comply with this requirement since the company is not engaged in any manufacturing activities.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) The operations of the company are not power intensive nevertheless the company continues its efforts to minimize energy wherever practicable by economizing on the use of power at the offices.

(B) Technology absorption NIL

(C) Foreign exchange earnings NIL

(D) Foreign exchange outflow NIL

RELATED PARTY TRANSACTIONS

There were no transactions which have been entered into with related parties of the Directors or the Key Managerial Personnel of the company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return as on 31st March 2026, is available on the companys website at https://pflinfotech.in/