Dear Shareholders,
Your Directors are pleased to present the 79th (Seventy Ninth) Annual Report together with the Audited Accounts and Auditors Report for the Financial Year ended on 31st March, 2026.
CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) OF THE COMPANY
Pursuant to the order dated September 2, 2025 passed by the Honble National Company Law Tribunal, Mumbai Bench (NCLT) in a petition under section 7 of the Insolvency and Bankruptcy Code, 2016 filed by M/s IDBI Trusteeship Services Limited on behalf of the financial creditors has been admitted into the Corporate Insolvency Resolution Process (CIRP) and appointed Mr. Atul Kumar Kansal as the Interim Resolution Professional (IRP) for the Company in accordance with the provisions of the IBC. Pursuant to the commencement of the CIRP, the powers of the Board of Directors stand suspended and are now being exercised by the IRP, and creditors were invited to submit their claims to the Interim Resolution Professional ("IRP") in accordance with the provisions of the IBC. After the verification of claims received, the Committee of Creditors ("CoC") has been constituted by the Interim Resolution Professional as per Provisions of Insolvency and Bankruptcy Code, 2016. Details of Claims admitted by RP are available on official website of Company in addition to other information about Corporate Insolvency Resolution Process. Further CoC has ratified the appointment of Mr. Atul Kumar Kansal, Interim Resolution Professional (IRP) as the Resolution Professional (RP) in the Meeting held on November 12, 2025. Subsequently, Mr. Atul Kumar Kansal, Resolution Professional (RP), resigned from his position due to personal exigencies. Thereafter, the Committee of Creditors (CoC) proposed the appointment of Mr. Rajesh Jhunjhunwala as the Resolution Professional of the Corporate Debtor. Pursuant to the said proposal, the Honble NCLT appointed Mr. Rajesh Jhunjhunwala as the Resolution Professional (RP) of the Corporate Debtor vide its order dated January 12, 2026 (order receive date January 23, 2026).
Pursuant to expression of Interest received from Prospective Resolution Applicants (PRAs) in response to Form G, the RP has published final list comprising of 8 entities which have been found eligible PRAs in terms of the IBC Regulations. The Request for Resolution Plans, approved by COC, was issued by RP. The Resolution Plan has since been submitted by 4 (Four) PRAs. The IBC Compliant Resolution Plans were placed before CoC for their approval, which are currently under e-voting.
SUMMARY OF FINANCIAL RESULTS
The Companys financial results for the year ended 31st March, 2026 is summarized below: -
(Rs. in Lakhs)
| Particulars | For the year ended March 31, 2026 | For the year ended March 31, 2025 |
| I. Revenue from operations | 20953.45 | 23624.20 |
| II. Other Income | 90.20 | 145.20 |
| III. Total Income(I+II) | 21043.65 | 23769.40 |
| IV. Expenses | ||
| Networks operation Expenditure | 6401.65 | 8515.54 |
| Employee Benefits Expenses | 4704.89 | 5050.95 |
| Sales & Marketing Expenditure | 4819.65 | 5100.87 |
| Finance Cost | 3845.56 | 15404.96 |
| Depreciation and Amortization Expenses | 1690.76 | 1985.69 |
| Other Expenses | 1623.78 | 1814.94 |
| Total Expenses | 23086.29 | 37872.95 |
| V. Profit/(Loss) before exceptional and extraordinary items and tax (III-IV) | (2042.64) | (14103.55) |
| VI. Exceptional Item | 287.54 | 13526.13 |
| VII. Profit/(Loss) before extraordinary items and tax (V-VI) | (2330.18) | (27629.68) |
| VIII. Income Tax expenses | - | - |
| IX. Profit (Loss) for the period from continuing operations (VII-VIII) | (2330.18) | (27629.68) |
| X. Profit/(Loss) from discontinued operations | - | - |
| XI. Tax Expenses of discontinued operations | - | - |
| XII. Profit/(Loss) From the discontinued operations (After Tax) (X-XI) | - | - |
| XIII. Profit /(Loss) for the period (IX+XII) | (2330.18) | (27629.68) |
| XIV. Other Comprehensive Income (A) Items that will not be reclassified to Profit/(loss) (B) Items that will be reclassified to profit/(loss) | 62.48 | 0.61 |
| Other Comprehensive Income (After Tax) | 62.48 | 0.61 |
| XV. Total Comprehensive Income | (2267.70) | (27629.07) |
FINANCIAL PERFORMANCE REVIEW/ STATE OF COMPANYS AFFAIRS
The Companys operating revenue was Rs. 20,953.45 Lakhs during the financial year 2025-26 against Rs. 23,624.20 Lakhs for the financial year 2024-25 and also the Company have sustained an operating loss of Rs. 2267.07 Lakhs during the financial year 2025-26 against Rs. 27629.07Lakhs for the financial year 2024-25.
Total expenses during 2025-26 have decreased by 39% to Rs. 23086.29 Lakhs against Rs. 37872.95 Lakhs in the previous year.
The financial statements have been taken on record and signed by the RP (subject to the disclaimers set out therein) & signed by the suspended Whole Time Director of the Company. The Directors are submitting this Report in compliance with the provisions of the Companies Act, 2013, the rules framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). While the powers of Board of Directors are suspended in accordance with the provisions of the Code, they are required to perform their duties and responsibilities under applicable laws, including the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), 2015. In accordance with the provisions of the Code, the Resolution Professional has been entrusted with the responsibility of managing the affairs of the Company on a "Going Concern" basis. The Directors Report has been reviewed by the directors and basis their recommendation, the same has been signed by the Resolution Professional in good faith and in order to ensure compliance of the corporate debtor with applicable laws including the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), 2015. In doing so, the resolution professional has relied on the assistance provided by the directors of the Company, and the certifications, representations, warranties and statements, made by the directors of the Company, whether written or oral, in relation to the above Directors Report. The Resolution Professional has assumed that all the information and data provided to the resolution professional by the directors and personnel of the Company is in conformity with the Companies Act, 2013 and other applicable laws and that all such information as well as data give a true and fair view of the position of the Company as of the dates and period indicated therein and the review is limited to the information available at the time of signing.
BUSINESS OPERATIONS
Your Company holds Unified License (UL License) and ISP License Category-A (valid till 2035) for providing Telephony Services in the Punjab Telecom Service Area comprising of the State of Punjab, Union Territory of Chandigarh and Panchkula Town of Haryana.
Currently, the Portfolio of services provided by the Company includes Fixed Voice (Landline) services, DSL (Internet) services and Leased Line services in the Punjab Telecom Circle.
The Company provides broadband services through its fiber optic cable laid across Punjab and the Company has also entered into co- location agreements.
As at 31.03.2026, the Company had a total subscriber base of 3.31 Lakhs customers.
CORPORATE DEBT RESTRUCTURING SCHEME (CDR SCHEME)
The Corporate Debt Restructuring Cell (CDR Cell) had vides its letter no. CDR(JCP)563/2009-10 dated August 13, 2009 approved a Corporate Debt Restructuring Package (CDR Package) for the company, in order to write off the losses and also to enable the company to service its debts.
Due to continuous losses and financial constraints, the Company has defaulted/delayed in the interest payments accrued towards Lenders on account of Secured Non-Convertible Debentures (NCDs) issued to Lenders as per CDR terms for the period ended March 31, 2025 till the date of signing of this report. Company has also defaulted in the repayment of principal amount of Secured NCDs and Cumulative Redeemable Preference Shares issued to Lenders as on March 31, 2025. The Company has also not been able to create
Capital Redemption Reserve in terms of the provisions of Section 55 (2) (a) and (c) of the Companies Act 2013 since there are no profits available for the same.
However, the Company has fully squared off the fund based working capital limits during the previous financial year.
Pursuant to the order dated September 2, 2025 passed by the Honble National Company Law Tribunal, Mumbai Bench (NCLT) in a petition under section 7 of the Insolvency and Bankruptcy Code, 2016 filed by M/s IDBI Trusteeship Services Limited on behalf of the financial creditors has been admitted into the Corporate Insolvency Resolution Process (CIRP). The Company is under Corporate Insolvency Resolution Process w.e.f. September 2, 2025 and the powers of the Board of Directors stand suspended and are now being exercised by the Resolution Professional.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of Business of the Company during the period under review.
EQUITY SHARE CAPITAL AND LISTING OF SHARES
The paid-up Equity share capital of the Company is Rs. 61,22,60,268/ - comprising of 61,22,60,268 equity shares of Re. 1/- each. The Companys shares are listed on BSE Limited and are actively traded.
The Company has not issued any new securities during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
The Honble Supreme Court in its judgment on AGR vide dated September 1, 2020, reaffirmed that the demand raised by the DoT stated in its modification application as final and no dispute or re- assessment shall be undertaken.
In addition, Honble Supreme Court directed that the Telecom operators shall make a payment of 10% of the total dues as demanded by DoT, by March 31, 2021 and remaining dues in yearly installments commencing April 1, 2021 till March 31, 2031, payable by March 31 of every succeeding financial year.
In compliance of the said order of the Honble Supreme Court, the Company has paid Rs. 1892.00 Lakh to DoT i.e. 10% of the total dues, by way of adjustment from surplus / excess ISP License fee amounting to Rs. 2457.81 Lakh lying with DoT and assessed by DoT vide its letter dated 20-06-2017. Receipt of above payment of 10% of dues has also been confirmed by DoT in its affidavit dated 07-04-21 filed before Honble Supreme Court.
The DoT has offered a relief package vide its letter dated October
14, 2021 to the Telecom Operators; offering a Moratorium period of 4 years for the payment of AGR related dues up to financial year 2016-17. Accordingly, the installment which becomes due on March 31, 2022 stands deferred till March 31, 2026. The Company has confirmed the acceptance of Moratorium period.
The DoT has offered another relief package vide its letter dated June
15, 2022 to the Company; offering a Moratorium period of 4 years towards AGR related dues for the financial year 2017-18 and 2018- 19, as the period was not covered by the Judgment dated September 1, 2020 of Honble Supreme Court. Accordingly, the payment of AGR dues for the financial year 2017-18 and 2018-19 shall become payable along with the dues of earlier Moratorium. The Company has confirmed the acceptance of this Moratorium period also.
MATERIAL CHANGES OCCURED BETWEEN THE DATE OF END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT
There were no material change occurred between the end of the financial year of the Company i.e. 31st March 2026 and till the date of signing of this Report i.e. on August 11, 2026.
DIVIDEND
As on 31.03.2026, the Company had accumulated losses. Your Directors, therefore, have not recommended any dividend for the financial year 2025-26.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to reserves.
FIXED DEPOSITS
Your Company has not accepted / renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.
HUMAN RESOURCE DEVELOPMENT
Our human resource management focuses on allowing our employees to develop their skills and grow in their career. The Companys compensation and employee benefit practices are designed to be competitive in the respective geographies where we operate. Employee relations continue to be harmonious at all our locations. Professionals are our most important assets. The Company offers a dynamic work environment where its employees benefit from working with other innovators, driving meaningful change together, both for its customers and the Company. We are committed to hiring and retaining the best talent. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance including shifting of Manpower from vendor roll to Companys roll to keep the junior manpower in high spirit. Moreover Company endeavors to shift junior employees from vendors roll to the Companys roll to reduce the churn of the junior manpower of the Company
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company, being in the telecommunications sector is not involved in carrying on any manufacturing activity; accordingly, the information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption are not applicable.
However, the following information would give adequate idea of the continuous efforts made by the Company in this regard:
(i) Energy Conservation:
(a) Electricity is used for the working of the Companys telephone exchanges and other network infrastructure equipment. The Company regularly reviews power consumption patterns across its network and implements requisite changes in the network or processes in order to optimize power consumption and thereby achieve cost savings.
(b) Reduction in the running of the Diesel Generator (DG) Sets during power cuts it its various sites.
(ii) Technology Absorption: The Company has not imported any technology. The Company has not yet established separate Research & Development facilities.
(iii) Foreign Exchange Earnings And Outgo:
During the year under review, there was no foreign exchange earnings; the total foreign exchange outgo was to the tune of Rs.39.85Lakhs which was on account of availing of services.
ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.connectbroadband.in
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) of Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is appended as Annexure-1 to the Boards Report.
Particulars of remuneration of employees required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules, forms part of this Report, which shall be provided to Members upon written request pursuant to the second proviso of Rule 5. Particulars of remuneration of employees are available for inspection by Members at the registered office of the Company during business hours on all working days up to the date of the forthcoming AGM.
The remuneration paid to all Key Managerial Personnel is in accordance with remuneration policy adopted by the Company.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADQUECY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (URL: https://www.connectbroadband.in/corporate-governance/).
RELATED PARTY TRANSACTIONS
In line with the requirements of Section 188 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions and the same is posted on the Companys URL: https:/ /www.connectbroadband.in/corporate-governance/.
Information on transaction with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not provided since there are no transactions with related parties during financial year 2025-26, except payment of remuneration to the Chief Financial Officer and Company Secretary.
CORPORATE SOCIAL RESPONSIBILTY
In terms of the provisions of Section 135 read with Schedule VII and the Rules made thereunder, every Company having net-worth of Rs. 500 Crore or turnover of Rs.1,000 Crore or Net Profit of Rs.5 Crore is required to constitute Corporate Social Responsibility Committee. The Company does not meet any of the above criteria.
As such the Company is not required to constitute Corporate Social Responsibility Committee and comply with the requirements of Section 135 read with Schedule VII and the Rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to the provisions of Section 134 (3) (g) of the Companies Act 2013, particulars of Loans/guarantee/investments/securities given under Section 186 of the Act are given in the related notes to the Financial Statements forming part of the Annual Report.
BOARD EVALUATION
The Board has carried out an annual performance evaluation of its own performance, board committees, and individual Directors, based on parameters which, inter alia, include performance of the Board on deciding strategy, composition and structure of Board, discharging of their duties, handling critical issues etc. under the provisions of the Companies Act 2013 and SEBI Listing Regulations. The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, experience, instances of sharing information on best practices applied in other industries, vision, strategy and engagement with senior management etc.
Performance of the committees was evaluated after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
Since, the Company was placed under CIRP with effect from September 2, 2025 and the powers of the Board are vested and are being exercised by the Resolution Professional, no such exercise was held during the financial year 2025-26.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Independent Directors are on the Board of the Company for quite some time and are well versed with their role, rights and responsibilities in the Company, the nature of industry in which the Company operates, business model of the Company and systems in place. The familiarization programme adopted by the Company is posted on the website of the Companys URL: https:/ /www.connectbroadband.in/corporate-governance/.
REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of Directors. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
In line with this requirement, the Board has adopted the Policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and the same has been disclosed in the Corporate Governance Report, which forms part of the Directors Report. The same is also available on the Companys website URL: https://www.connectbroadband.in/corporate-governance/.
NUMBER OF MEETINGS OF THE BOARD
Only Three Meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate
Governance Report, which forms part of this report. Board confirms compliance with Secretarial Standards.
THE DETAILS OF DIRECTORS WHO WERE APPOINTED OR HAVE RESIGNED
The Company has failed to redeem its Non- Convertible Debentures (NCDs) that were issued in exchange for the Term Loan granted by the Lenders of the Company under Corporate Debt Restructuring Scheme. Consequently, all the Directors of the Company, has been disqualified under Section 164(2)(b) of the Companies Act, 2013 w.e.f April 1, 2025. This disqualification renders them ineligible for re- appointment as a director in this company or appointment in any other company for a period of five years. Accordingly no eligible Director is retiring by rotation and their reappointment under Section 152 of the Companies Act 2013.
During the year, the non-executive director of the Company had no pecuniary relationship or transactions with the Company.
THE DETAILS OF KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
During the financial year, Mr. Anuj Ohri, Chief Financial Officer of the Company had resigned and ceased to be the Chief Financial Officer of the Company with effect from October 5, 2025. In his place Mr. Umesh P Srivastava was appointed as the Chief Financial Officer of the Company with effect from April 16, 2026.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has failed to redeem its Non- Convertible Debentures (NCDs) that were issued in exchange for the Term Loan granted by the Lenders of the Company under Corporate Debt Restructuring Scheme. Consequently, all the Directors of the Company, has been disqualified under Section 164(2)(b) of the Companies Act, 2013 w.e.f April 1, 2025. The Company has not received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence, as prescribed under section 149 of the Companies Act, 2013 read with sub-rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Company had, on 26th September, 2024, re-appointed M/s. SGN & Co., Chartered Accountants, Mumbai as Statutory Auditors (Firm Registration No. 134565W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of Seventy Seventh (77th) Annual General Meeting of the Company until the conclusion of Eighty Second (82nd) Annual General Meeting of the Company.
COST AUDITOR
The Central Government had directed vide its order no. 52/26/CAB- 2010 dated November 6, 2012 to conduct a Cost Audit in respect of the specified products viz., Telecommunication Industry.
The Board of Directors of the Company had appointed M/s SDM & Associates, as Cost Auditor of the Company for the financial year 2025-26. The Cost Auditors have submitted their report and the same shall be filed with the Registrar of the Companies within the specified timeline.
The Resolution Professional has accorded its approval for the appointment of M/s SDM & Associates, Cost Accountants, as Cost Auditor of the Company, for the financial year commencing on 1st April, 2026 and ending on 31st March, 2027, subject to the approval of the Central Government, if any.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the members of the Company. Accordingly, consent of the Members is sought by way of an Ordinary Resolution for ratification of the remuneration amounting to Rs. 90,000/- (Rupees Ninety Thousands Only) plus applicable service tax and out of pocket expenses payable to the Cost Auditors for financial year commencing on April 1, 2026.
In compliance with the provisions of the Companies (Cost Audit Report) Rules, 2011 and General Circular No. 15/2011 issued by Government of India, Ministry of Corporate Affairs, Cost Audit Branch, we hereby submit that, the Company has filed the Cost Audit Report for the financial year ended on March 31, 2025 with the Registrar of Companies within the prescribed timeline.
SECRETARIAL AUDITOR AND ANNUAL SECRETARIAL COMPLIANCE
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s BK Gupta & Associates (CP No. 5708:, FCS: 4590), Practicing Company Secretary to undertake the secretarial audit of the company for the financial year 2025-26. The Secretarial Auditor has submitted the Report on the Secretarial Audit conducted by him for the financial year 2025- 26 which forms part of the Boards Report as Annexure-2.
Since, the term of Secretarial Auditor has expired and according to Regulation 24A of SEBI Listing Regulations, the Company has to appoint a Secretarial Auditors for a term of five years. Accordingly, the Board of Directors at its meeting held on May 21, 2025, appointed M/s BK Gupta & Associates (CP No. 5708:, FCS: 4590), Practicing Company Secretary as the Secretarial Auditors of the Company for a term of five (5) consecutive years, to conduct secretarial audit from the financial year 2025-26 upto financial year 2029-30, subject to approval of the members/ shareholders of the Company at the ensuing Annual General
In terms of Circular No. CIR/CFD/CMD1/27/2019, February 08, 2019, issued by Securities Exchange Board of India (SEBI) read with Regulations 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has also submitted the Annual Secretarial Compliance Report for the financial year 2025- 26 issued by M/s B. K. Gupta & Associates with the Stock Exchange.
INTERNAL AUDITORS
M/s Grant Thornton Bharat LLP, perform the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.
AUDIT COMMITTEE
In compliance with the provisions of Section 177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted an Audit Committee. The composition, scope and powers of the Audit Committee together with details of meetings held during the year under review, forms part of the Corporate Governance Report.
The recommendations of the Audit Committee are accepted by the Board.
RISK MANAGEMENT POLICY
Risk Management Policy for monitoring and reviewing the risk management plan and ensuring its effectiveness has been formulated by the Company. The policy defines the risk management approach across the organization at various levels including documentation
and reporting. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.
The Board regularly reviews the significant risks and decisions that could have a material impact on the Company. These reviews consider the level of risk that Company is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
As of March 31, 2026, there were no amounts eligible for transfer to the Investor Education and Protection Fund (IEPF) of the Central Government, in terms of the provisions of Section 125 of the Companies Act, 2013.
SUBSIDIARY COMPANIES
As of March 31, 2026, the Company has no subsidiary company; hence the information in AOC-1 pursuant to the provisions of Section 129(3) of the Companies Act, 2013 is not applicable.
JOINT VENTURES/ASSOCIATE COMPANIES
As of March 31, 2026, the Company has no Joint Ventures/Associate Company.
CONSOLIDATED FINANCIAL STATEMENTS
As on March 31, 2026, the Company has no subsidiary Company and the consolidated financial statements has not been compiled. Hence, the provisions relating to consolidation of accounts is not applicable to the Company.
STATUTORY AUDITORS REPORT
The Statutory Auditors of the Company, M/s. SGN & Co., Chartered Accountants, Mumbai as Statutory Auditors, have submitted the Auditors Report which has the following observation on Standalone Financial Statements for the period ended March 31, 2026.
MANAGEMENTS EXPLANATION TO THE AUDITORS QUALIFICATIONS/OBERSERVATIONS: -
1) Auditors Qualifications in the Standalone Auditors Report
Basis of Qualified Opinion:-
a) We draw attention to note no. 43 of the financial statements, the Company has incurred continuous losses in the year, resulting in complete erosion of its net worth and its current liabilities exceed its current assets and also default on the repayment of its borrowings. Further, Company is currently undergoing Corporate Insolvency Resolution Process (CIRP) and multiple litigations are pending before various courts and authorities. Consequent to these ongoing uncertainties and pending legal outcomes, we were unable to obtain sufficient and appropriate audit evidence regarding the appropriateness of managements use of the going concern basis of accounting in the preparation of these financial statements. These factors indicate a material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern and, therefore, it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial statements do not adjust and disclose this fact.
b) We draw attention to note no. 41 & 42 of the financial statements, the pending determination of obligations and liabilities in respect of various claims submitted by operational creditors, financial creditors, other creditors and employees. The said claims are presently under reconciliation, verification and adjudication by the Resolution Professional ("RP"). Since the final amount payable against these claims has not yet been determined, the consequential cumulative effect thereof on loss including other comprehensive income/(loss) for the year, assets, liabilities and other equity is unascertainable.
c) We draw attention to note no. 44 of the financial statements, finance cost of Rs. 5,849.35 Lakhs have not been provided in the statement of profit and loss, for the year ended March 31, 2026. Had such finance cost been provided, the loss including other comprehensive income/(loss) for the year ended March 31,2026 would have been higher by Rs. 5,849.35 Lakhs.
d) We have been informed that information in relation to the Corporate Insolvency Resolution Process (CIRP), including minutes of meetings of Committee of Creditors, and the outcome of procedures carried out by the RP as a part of the CIRP are confidential in nature and not provided to us. Accordingly, the potential impact, if any, of the aforesaid matters, on the financial statements is unascertained.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of the matter described in the Basis for qualified Opinion in above point a, b, c & d, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its loss including other comprehensive income, changes in equity and its cash flows for the year ended on that date.
Managements Explanations to the Auditors Qualification in the Standalone Auditors Report
a) The Company is in process of reconciliation / adjustments, amount of claims admitted by the Resolution Professional may differ from the amounts appearing in the financial statements of the Company. Claims shall be dealt with in accordance with the provisions of the IBC and requisite accounting adjustments, if any, will be made upon completion of the resolution process and implementation of the approved resolution plan.
b) Company is being managed and operated as a going concern, Financial Statements have been prepared on the basis of assumption of going concern with a view to revival of the Company through Resolution Plan process.
c) Company is being managed and operated as a going concern, Financial Statements have been prepared on the basis of assumption of going concern with a view to revival of the Company through Resolution Plan process.
d) Company is being managed and operated as a going concern, Financial Statements have been prepared on the basis of assumption of going concern with a view to revival of the Company through Resolution Plan process.
2) Auditors Observation in the Annexure to the Standalone Auditors Report
Point No. IX (a) of the Annexure to Auditors Report which summarizes the basis of Qualification
I. According to the information and explanations given to us and based on the audit procedures performed by us, the Company has defaulted in repayment of loans (including accrued interest on default amount) to bank/debenture holders as follows:
| Nature of borrowings including debt securities | Amount Outstanding as at March 31, 2026 and not paid till date | Amount of Default as at March 31, 2026 | Delay/Default (In days) | ||
| Principal | Interest | Principal | Interest | ||
| NCD | IDBI Bank | 20,434.04 lakhs | 10,334.66 Lakhs | 1128 -3165 Days | 211 - 1643 Days |
| NCD | Kotak Mahindra Bank | 1,347.38 Lakhs | 1,011.52 lakhs | 1128 -2739 Days | 211 - 2191 Days |
| NCD | Life Insurance Corporation of India | 3,962.33 Lakhs | 3,113.94 Lakhs | 1128 -3287 Days | 211 - 2739 Days |
| NCD | State Bank of India | 1320.84 Lakhs | 956.36 Lakhs | 1128 -3287 Days | 211 - 2496 Days |
| NCD | Punjab National Bank(E-OBC) | 3962.51 Lakhs | 3,251.28 Lakhs | 1128 -3287 Days | 211 - 2861 Days |
| Total | 31,027.10 Lakhs | 18,667.77 Lakhs | |||
Further, amount defaulted during the year and paid before the Balance Sheet date are as under:
| B. Amount paid before the year end | Amount | Delay/Default (In days) | ||
| Principal | Interest | Principal | Interest | |
| IDBI Bank | - | 1,274.52 Lakhs | - | 1431 - 1610 Days |
| Kotak Mahindra Bank | - | - | ||
| Life Insurance Corporation of India | - | - | ||
| State Bank of India | - | - | ||
| Punjab National Bank (E-OBC) | - | - | ||
| Total | - | 1,274.52 Lakhs | - | - |
Managements Explanations to Auditors observation in the Annexure to the Standalone Auditors Report
Company is being managed and operated as a going concern, Financial Statements have been prepared on the basis of assumption of going concern with a view to revival of the Company through Resolution Plan process.
DETAILS OF FRAUD REPORTED BY AUDITOR
No fraud is reported by auditors under section 143(12) of Companies Act 2013.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review the Committee/ Management has not received any complaint related to Sexual Harassment.
POLICY ON PREVENTION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has framed a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and b) Code of Fair Disclosure. The Companys Code, inter alia, prohibits purchase and/or sale of shares of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods. Both the Codes are available at the website of the Company.
CORPORATE GOVERNANCE
The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report together with the Management Discussion and Analysis Report. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders and maintaining high standards of Corporate Governance has been fundamental to the business of your Company. Corporate Governance Compliance Certificate pursuant to the requirements of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also forms part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) The Directors has selected such accounting policies and applied consistently and have 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 the Companies Act, 2013 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;
(e) The Directors had laid down internal financial controls to be followed by the Company and 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.
APPLICATION/PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
An application/petition has been filed under section 7 of Insolvency and Bankruptcy Code, 2016 ("IBC") by M/s IDBI Trusteeship Services Limited, Debenture Trustee acting on behalf of Lenders/ financial Creditors, before the National Company Law Tribunal, Mumbai Bench for seeking initiation of Corporate Insolvency Resolution Process (CIRP) against the Company on April 2, 2024.
Pursuant to the order dated September 2, 2025 passed by the Honble National Company Law Tribunal, Mumbai Bench (NCLT) in a petition under section 7 of the Insolvency and Bankruptcy Code, 2016 filed by M/s IDBI Trusteeship Services Limited on behalf of the financial creditors has been admitted into the Corporate Insolvency Resolution Process (CIRP). The Company is under Corporate Insolvency Resolution Process w.e.f. September 2, 2025 and the powers of the Board of Directors stand suspended and are now being exercised by the Resolution Professional.
ONE TIME SETTLEMENT WITH ANY BANK
There was no one time settlement with any Bank.
ACKNOWLEDGEMENTS
The Directors place sincere appreciation to the Companys employees, customers, vendors, investors and partners for their continuous support. The Directors also thank the Department of Telecommunications, Financial Institutions, Banks, Lenders and the various Central and State Government Departments, Business Associates, Shareholders and Subscribers.
The Directors also extend their deep appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance.
| For QUADRANT TELEVENTURES LIMITED | |
| Dinesh Kadam | Rajesh Jhunjhunwala |
| Whole Time Director | Resolution Professional |
| (DIN: 08282276) | (IBBI/IPA-003/IP-N00457- |
| Place: Mohali | C01/2017-2018/11102 |
| Date: August 11, 2026 |
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