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Company Information

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FONE4 COMMUNICATIONS (INDIA) LTD.

24 August 2026 | 12:00

Industry >> E-Commerce/E-Retail

Select Another Company

ISIN No INE0L3H01014 BSE Code / NSE Code 543521 / FONE4 Book Value (Rs.) 4.90 Face Value 10.00
Bookclosure 26/09/2024 52Week High 11 EPS 0.00 P/E 0.00
Market Cap. 11.25 Cr. 52Week Low 4 P/BV / Div Yield (%) 0.92 / 0.00 Market Lot 10,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your directors have pleasure in presenting the 12th Directors' Report on the business and operations of
Fone4 Communications (India) Limited (“the Company”) together with the Audited Financial
Statements of Accounts of the Company for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHILIGHTS

PARTICULARS

F.Y. 2025-2026

F.Y. 2024-2025

Standalone

Standalone

Total Income

5,282.34

5,834.73

Total Expenditure

5,615.16

6,129.17

Profit / (Loss) Before Tax

(332.82)

(294.44)

Less: Tax Expense

22.52

24.42

Profit / (Loss) After Tax

(355.34)

(318.86)

Earning Per Shares (Basic)

(1.45)

(1.87)

Earning Per Shares (Diluted)

(1.45)

(1.87)

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS

During the Financial Year ended 31st March, 2026, the Company has recorded revenue from operations
of Rs. 5,140.65/- Lakhs as against Rs. 5834.73/- Lakhs in the previous year. During the reporting
period the Company has incurred Net Loss of Rs. (355.34)/- Lakhs as against the net loss of Rs.
(318.86)/- Lakhs in the previous year.

3. SHARE CAPITAL(i) Changes in the Capital Structure:Authorized Share Capital:

During the year under review, the Company increased its Authorized Share Capital from Rs.

24.95.00. 000/- (Rupees Twenty-Four Crores Ninety-Five Lakhs Only) to Rs. 52,00,00,000/- (Rupees
Fifty-Two Crores Only) through a resolution passed at the Extra-Ordinary General Meeting held on
29th November 2025.

As on the date of this report, the Authorized Share Capital of the Company stood at Rs.

52.00. 00.000/- (Rupees Fifty-Two Crores Only) divided into 5,20,00,000 (Five Crore Forty-Nine
Lakhs Fifty Thousand) Number of Equity Shares of Face Value Rs. 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-Up Share Capital:

The Board, at its Meeting held on April 22, 2025, allotted 79,00,000 Equity Shares of face value of
Rs. 10 each at issued price of Rs. 15 each on Preferential Issue in accordance with Chapter V of the
SEBI (ICDR) Regulations and other applicable laws.

As on March 31, 2026 and date of this Report, the Issued, subscribed and paid-up share capital of the
Company stood at Rs. 24,95,00,000/- (Rupees Twenty-Four Crores Ninety-Five Lakhs Only) divided
into 2,49,50,000 (Two Crore Forty-Nine Lakhs Fifty Thousand) Number of Equity Shares of Face
Value Rs. 10/- (Rupees Ten only) each.

Buy Back of Securities

The Company has not bought back any of its securities during the period under review.

Bonus shares:

No bonus shares were issued during the period under review.

Issue of Equity Shares under ESOP

No Equity shares under ESOP were issued during the period under review.

Issue of Equity Shares with Differential Rights as to Dividend, Voting or Otherwise

No Equity shares with differential rights as to dividend, voting or otherwise were issued during the
period under review.

4. DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of
Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits)
Rules, 2014, 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 for the F.Y. 2025-26

5. DIVIDEND

The Board of Directors has not recommended any dividend on the shares of the Company for the
Financial Year ended 31st March, 2026.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid /
unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is
mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF)
established by the Central Government.

The provisions of above section are not applicable to the Company since no dividend was lying in
unpaid dividend account.

7. AMOUNTS. IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the Financial Year under review, Company has transferred the loss of INR (355.34) Lakhs into
the General Reserves of the Company for the Financial year 2025-2026.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, the Company expanded the scope of its business by amending
the Objects Clause of its Memorandum of Association through the insertion of Clause (2) and
Clause (3). The amendments enable the Company to undertake business activities relating to
renewable energy solutions and software, AI, and technology-enabled IT services, thereby
broadening its business operations and future growth opportunities.

9. REVISION OF FINANCIAL STATEMENT, IF ANY

There was no revision in the financial statements of the Company.

10. REGISTERED OFFICE

The Registered Office of the Company is presently situated at Office No. 45/688 C, 1st Floor, P V
Complex, Thammanam P.O, Kuthappady Temple Road, Thammanam, Kochi, Ernakulam, Kerala,
India, 682032

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

As of 31st March 2026, your company has the following Directors and Key Managerial Personnel on
its Board:

S.

No.

Name of Director

Designation

DIN/PAN

Date of
Appointment

1

Mr. Sayyed Imbichi
Haris Sayyed

Managing Director &
CFO

08395581

20/03/2019

2

Mr. Roudha Zerlina

Non-Executive

Director

05168024

25/02/2015

3

Mr. Rishdhan

Independent Director

11357343

28/10/2025

4

Mr. Mohammed Asharaf

Independent Director

09526578

12/03/2022

5

Mr. Sayyed Hamid

Executive Director

05167876

01/09/2016

6

Ms. Divya Shekhawat

Company Secretary

HCLPS5421R

25/11/2025

A. Changes in Directors are as follows:

During the year under review, following changes were made:

1. Mr. Sayyed Imbichi Haris Sayyed was appointment as Managing Director of the company with
effect from 1st September 2025 for a term of 5 year.

2. Change in Designation of Mr. Sayyed Hamid from “Managing Director” to “Executive Director”
with effect from 1st September, 2025.

3. Mr. Mohammed Arzoo Abdul Latheef, Independent Director of the Company, ceased to be a
Director of the Company due to certain personal reasons on September 27, 2025

4. Mr. Rishdhan was appointed as an Additional and Independent Director of the Company with effect
from October 28, 2025 and his appointment as Independent Director was regularised by the
Members at the Extra-Ordinary General Meeting (‘EGM’) through Postal Ballot on December 01,
2025.

B. Chief Financial Officer:

Mr. Sayyed Imbichi Haris Sayyed has been continuing as the Chief Financial Officer of the Company
with effect from 12th March, 2022.

C. Company Secretary & Compliance Officer:

Ms. Shweta Mehrotra resigned as Company Secretary & Compliance Officer of the Company w.e.f.
27th October, 2025.

MS. Divya Shekhawat was appointed as the Company Secretary & Compliance Officer of the
Company w.e.f. 25th November, 2025.

D. Rotational Director:

As per the provisions of the Companies Act, 2013, Ms. Roudha Zerlina (DIN: 05168024), Director,
whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013
and being eligible, offers herself for re-appointment at the 12th Annual General Meeting of the
Company.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2025-26, total 09 (Nine) meetings of the Board of Directors were held.
Following are the dates on which the said meetings were held:

• 22nd April, 2025

• 24th May, 2025

• 29th August, 2025

• 1st September, 2025

• 28th October, 2025

• 30th October, 2025

• 11th November, 2025

• 25th November, 2025

• 12th February, 2026

The intervening gap between any two Meetings was within the period prescribed under the SEBI
(LODR) Regulations 9015 and Companies Act 9013

S.

No.

Name of Director

Designation

No. of Board
Meeting
eligible to
attend

No. of
Meetings
attended

No.

Meeting in
which
absent

1

Mr. Sayyed Imbichi
Haris Sayyed

Managing Director &
CFO

9

9

0

2

Mr. Sayyed Hamid

Executive Director

9

9

0

3

Mr. Roudha Zerlina

Non-Executive

Director

9

9

0

4

Mr. Mohammed
Arzoo Abdul
Latheef

Independent Director

5

5

0

5

Mr. Mohammed
Asharaf

Independent Director

9

9

0

6

Mr. Rishdhan

Independent Director

4

4

0

13. BOARD COMMITTEES:

Currently, the Board has following committees: Audit Committee, Nomination & Remuneration
Committee and Stakeholder Relationship Committee.

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of
Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and
provide effective supervision of the management’s financial reporting process, to ensure accurate and
timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

Composition:

S. No.

Name of the Members

Designation

1.

Mr. Mohammed Asharaf

Chairman

2.

Mr. Rishdhan

Member

3.

Ms. Roudha Zerlina

Member

During the Financial Year 2025-26, 03 (Three) meeting of the Audit Committee were held. Following
are the dates on which the said meetings were held:

• 24th May, 2025

• 11th November, 2025

• 12th February, 2026

S.

No.

Name of Member

Designation

No. of
Meeting
eligible to
attend

No. of
Meetings
attended

No.

Meeting in
which
absent

1.

Mr. Mohammed Asharaf

Chairman

3

3

0

2.

*Mr. Mohammed Arzoo
Abdul Latheef

Member

1

1

0

3.

Ms. Roudha Zerlina

Member

3

3

0

4

**Mr. Rishdhan

Member

2

2

0

*Mr. Mohammed Arzoo Abdul Latheef, Independent Director of the Company, ceased to be a Director
of the Company due to certain personal reasons on September 27, 2025 and consequently, ceased to
be Member of the Committee. He had attended all the meetings of the Committee held up to September
27, 2025.

**Mr. Rishdhan is Member of the Committee w.e.f. October 28, 2025.

All the members of the Audit Committee possess requisite qualifications.

During the year, all recommendations of the audit committee were approved by the Board of Directors.
Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line
with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration
Committee recommends the appointment of Directors and remuneration of such Directors. The level
and structure of appointment and remuneration of all Key Managerial personnel and Senior
Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this
Committee.

Composition:

S. No.

Name of the Members

Designation

1.

Mr. Mohammed Asharaf

Chairman

2.

Mr. Rishdhan

Member

3.

Ms. Roudha Zerlina

Member

During the Financial Year 2025-26, One meeting of Nomination and Remuneration Committee
were held. Following are the dates on which the said meetings were held:

• 1st September, 2025

• 27th September, 2025

• 28th October, 2025

• 25th November, 2025

S. No

Name of the Members

Designation

No. of Nomination and
Remuneration Committee
Meetings attended during the year

1.

Mr. Mohammed Asharaf

Chairman

4

2.

Mr. Mohammed Arzoo Abdul
Latheef

Member

1

3.

Mr. Rishdhan

Member

1

3.

Mrs. Roudha Zerlina

Member

4

Stakeholders Relationship Committee:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions
of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to look into the redressal of complaints of investors such as transfer
or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the Financial Year 2025-26, meeting of Stakeholders Relationship Committee was held on
12th February, 2026.

S. No

Name of the Members

Designation

No. of Stakeholder
Relationship Committee
Meetings attended during
the year

1.

Mr. Mohammed Asharaf

Chairman

1

2.

Mr. Rishdhan

Member

1

3.

Mrs. Roudha Zerlina

Member

1

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF
THE COMPANY

There are no material changes and commitment affecting financial position of the Company occurred
between the end of the financial year of the company to which the financial statements relate and the
date of the report, except as stated in this report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186
of the Companies Act, 2013, if any, are provided in the notes of financial statement.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control
(IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to the company’s policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial information. The company has a well-placed,
proper and adequate Internal Financial Control System which ensures that all the assets are
safeguarded and protected and that the transactions are authorized recorded and reported correctly. To
further strengthen the internal control process, the company has developed the very comprehensive
compliance management tool to drill down the responsibility of the compliance from the top
management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory
auditors.

17. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore,
Company has not developed and implemented any Corporate Social Responsibility Initiatives as
provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014.

18. CORPORATE GOVERNANCE:

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the corporate governance provisions as specified in
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C,
D, and E of Schedule V, is not applicable to listed entities that have their specified securities listed on
the SME Exchange. Therefore, the requirement to file a Corporate Governance Report with the Stock
Exchange does not apply to the Company for the financial year 2025-26.

Since the Company’s securities are listed on EMERGE SME Platform of BSE, Regulations 17 to
27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the
Company.
Hence Report on the Corporate Governance does not form part of this Board’s
Report.

19. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

20. 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 Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 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 the 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 the criteria such as the composition of committees, effectiveness
of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the 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. Performance evaluation of
independent directors was done by the entire board, excluding the independent director being
evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering
various parameters such as their familiarity with the Company's vision, policies, values, code of
conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings
constructively by providing inputs and provide suggestions to the Management/Board in areas of
domain expertise, whether they seek clarifications by raising appropriate issues on the presentations
made by the Management/reports placed before the Board, practice confidentiality, etc. It was
observed that the Directors discharged their responsibilities in an effective manner. The Directors
possess integrity, expertise and experience in their respective fields.

21. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013 (“the Act”) read with the Companies
(Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations
from all the Independent Directors of the Company confirming that they meet the ‘criteria of
Independence’ as prescribed under Section 149 (6) of the Act and have submitted their respective
declarations as required under Section 149 (7) of the Act and the Listing Regulations. In terms of
Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the Company have included their names in the
data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors possess the requisite integrity, experience,
expertise and proficiency required under all applicable laws.

22. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Company’s Independent Directors meet at least once in every financial year without the presence
of Executive Directors or management personnel to review the performance of non-independent
Directors and the Board as a whole, to review the performance of the Chairperson of the company,
taking into account the views of executive Directors and non-executive Directors and to assess the
quality, quantity and timeliness of flow of information between the company management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on 12th February,
2026.

23. 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:

Disclosure pertaining to remuneration and other details as required under Section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in “Annexure-I” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report.

24. RATIO OF REMUNERATION TO EACH DIRECTOR:

During the year Company has not given any remuneration to Directors of the Company.

25. POLICIES

The Company has adopted the following policies in compliance with the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation
30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

26. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER
DETAILS:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection,
Appointment, Remuneration and determine Directors’ Independence of Directors which inter-alia
requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be of high
integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays
down the positive attributes/criteria while recommending the candidature for the appointment as
Director.

The Nomination & Remuneration Policy is uploaded on the website of the Company i.e.
www.fone4.in.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated
Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management
about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism
provides for adequate safeguards against victimization of employees and Directors who use such
mechanism and makes provision for direct access to the chairman of the Audit Committee in
exceptional cases.

The Whistle Blower Policy is uploaded on the website of the Company i.e.www.fone4.in.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

During the year, there were some transactions entered with related parties referred to in Section 188(1)
of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Form AOC-
2 has been annexed to the Report as Annexure-II.

29. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2025-26, the Auditors have not reported any matter under Section 143(12)
of the Companies Act, 2013, therefore, no detail is required to be disclosed under Section 134(3) (ca)
of the Companies Act, 2013.

30. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has no Subsidiary, associate or Joint Venture Company as
on date.

Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are not applicable.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to
Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31st March 2026 the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss of the
company for the year review;

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

(d) That the directors had prepared the annual accounts for the financial year ended 31st March, 2026
on a going concern basis;

(e) That 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 and

(f) That the directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

33. AUDITORS & AUDITOR’S REPORT

a) Statutory Auditor:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the
Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General
Meeting held on 29th December, 2022 at a remuneration plus applicable taxes and out-of-pocket
expenses as may be decided by the Board of Directors from time to time.

Auditor’s Report

The Auditor’s Report for financial year ended March 31, 2026. All Observations, qualifications,
disclaimer adverse remarks made in the Independent Auditors’ Report and Notes forming part of the
Financial Statements are mentioned below along with the response of the management, and also, there
is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Companies
Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in this
Auditor’s Report.

S. No.

Auditor Qualification

Management Response

1

Following qualification has been given by
the Auditors in the audit report on
Standalone Financial Statements of the
Company:

The confirmations regarding the closing
balances of trade receivables, trade
payables and loans & advances were not
made available to us by the management in
certain cases. Therefore, we are unable to
comment on whether those balances, as
shown in financial results, are correct or
not.

In this regard we would like to apprise you
of the fact that the management has
conducted internal reconciliations and
reviewed all relevant supporting
documentation such as invoices, ledgers,
payment records, and communications with
counterparties which taking time therefore
closing balance were not made available to
Auditor.

2

Following qualification has been given by
the Auditors in the audit report on
Standalone Financial Statements of the
Company:

The Company has registered under the
Employees Provident Fund Act, 1952 and
Employee's State Insurance Act, 1948,
however, the same has not been deducted
and deposited on the eligible employees.
The impact of the same is not ascertainable.

We would like to apprise you of the fact the
number of employees in the Company had
previously fallen below the minimum
threshold required for applicability under
the Act. Accordingly, the Company was not
in compliance due to inapplicability of the
said provisions at that time.

However, we are currently in the process of
ensuring compliance.

3

Following qualification has been given by
the Auditors in the audit report on
Standalone Financial Statements of the
Company:

The Company has not complied with the
provision of Income Tax Act, 1961 ("IT
Act") by failing to file the Income Tax
Return ("ITR") under Section 139 of the IT
Act and Tax Audit Report ("TAR") under
Section 44AB of the IT Act for the
assessment year 2023-24, 2024-25 and
2025-26. Accordingly, the Company shall
be liable to pay the applicable penalties for

In this regard, we would like to apprise you
that the Company is in the process of filing
the Income Tax Return (ITR) under Section
139 of the Income-tax Act, 1961, and the
Tax Audit Report (TAR) under Section
44AB of the Act for the Assessment Years
2023-24, 2024-25 and 2025-26.

non-filing of ITR and TAR as per
provisions of the IT Act.

b) Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is
not applicable to the Company.

c) Internal Auditors:

The Company has duly complied with the provisions of Section 138 of the Companies Act, 2013, read
with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act. In
line with these requirements, the Board of Directors, at its meeting held on 12th February, 2026,
appointed Mr. Manoj Kukreekat John as an Internal Auditor for the Financial Year 2025-26.

d) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its
meeting held on 12th February, 2026, appointed M/s Amit Saxena & Associates, a Practicing Company
Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2025-26.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2026, contain qualification,
reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by
the Company Secretary in Practice has been annexed to the Report.

34. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return as on 31st March, 2026 will be
uploaded on website of the Company at
www.fone4.in.

35. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with
the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, etc. through familiarisation programme. The Company also conducts orientation
programme upon induction of new Directors, as well as other initiatives to update the Directors on a
continuing basis. The familiarisation programme for Independent Directors is disclosed on the
Company’s website
www.fone4.in.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure - III”.

37. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members
and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical
decision-making in conduct of professional work. The Code of Conduct enjoins that each individual
in the organization must know and respect existing laws, accept and provide appropriate professional
views, and be upright in his conduct and observe corporate discipline. The duties of Directors
including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part
of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance
with the Code of Conduct annually.

38. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has
adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints
received on sexual harassment.

During the year under review, the details of complaints pertaining to sexual harassment received are
as follows:

No. of complaints of sexual harassment received in the year

Nil

No. of complaints disposed of during the year

Nil

No. of cases pending for more than ninety days

Nil

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is
no requirement to give details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS
THEREOF:

During the year under review, the Company has not made any settlements with banks or financial
institutions. As a result, no valuations were necessary.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014
read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-IV”.

42. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are
present which may threaten the existence of the company. During the year, your Director’s have an
adequate risk management infrastructure in place capable of addressing those risks. The company
manages monitors and reports on the principal risks and uncertainties that can impact its ability to
achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures
periodically. The company’s management systems, organizational structures, processes, standards,
code of conduct and behaviour together form a complete and effective Risk Management System
(RMS).

43. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and certain designated employees of the Company. The Code requires
pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares
by the Directors and designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the trading window is closed. The
Board is responsible for implementation of the Code. All Board Directors and the designated employees
have confirmed compliance with the Code.

44. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

45. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with
the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and
when they are made mandatory.

46. WEBSITE OF THE COMPANY:

Your Company maintains a websitewww.fone4.inwhere detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 have been provided.

47. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to all of the Company’s employees for their
contribution towards the Company’s performance. The Directors would also like to thank the
shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other
business associates for their continuous support to the Company and their confidence in its
management.

For & on behalf of
Fone4 Communications (India) Limited
Place: Ernakulam

Date: 07.08.2026 Sd/- Sd/-

Sayyed Imbichi Haris Sayyed Sayyed Hamid

Managing Director Director

DIN- 08395581 DIN- 05167876