Panabyte Technologies Ltd

Panabyte Technologies Ltd — Closure of trading window from October 01, 2026 until 48 (Forty Eight) hours after the declaration of Unaudited financial results for the quarter ending on September 30, 2026

AGM Details

• AGM held on 23 Sep 2026 at 3:00 PM via electronic means/VC.
• Record date for shareholders: 16 Sep 2026.
• Total shareholders on record: 3096; VC attendees: 30.

Key Resolutions

• Resolution 1: Adoption of Audited Financial Statements; Ordinary; Passed.
• Resolution 2: Re-appointment by rotation of Hetal M. Vichhivora; Ordinary; Passed.
• Resolution 3: Approval of Related Party Transactions; Ordinary; Passed; promoter abstained.
• Resolution 4: Revision in remuneration of Chairman & Managing Director; Special; Passed.
• Resolution 5: Revision in remuneration of Whole-Time Director; Special; Passed.
• Resolution 6: Borrowing powers under Section 180; Special; Passed.
• Resolution 7: Approval under Section 186 for loans/investments; Special; Passed.
• Resolution 8: Approval under Section 185(2) for loans/guarantees; Special; Passed.

Director Changes

• Reappointment by rotation of Hetal M. Vichhivora; eligible for re-appointment.

Related Party Transactions

• Approval of related party transactions approved; promoter abstained from voting on the item.

Other Material Approvals

• Borrowing powers under Companies Act; Special; Passed.
• Approval for loans/investments under Section 186; Special; Passed.
• Approval for loans/guarantees under Section 185(2); Special; Passed.

AGM details

• AGM held on 23 September 2026 at 3:00 p.m. IST via video conference.
• Remote e-voting extended; e-voting open until 15 minutes after meeting.

Resolutions

• Adoption of Audited Financial Statements for FY ended 31 March 2026.
• Re-appointment of Hetal Mavji Vichhivora as Director (retiring by rotation).
• Approval of Related Party Transactions.
• Remuneration revision for Mr. Prakash Vichhivora, CMD.
• Remuneration revision for Mr. Hetal M. Vichhivora, WTD.
• Borrowing powers under Section 180(1)(c).
• Approval under Section 186 for loans/investments/guarantees/securities.
• Approval under Section 185(2) for loans/guarantees/securities.

Voting results

• Adoption of Audited Financial Statements: outcome not disclosed.
• Director re-appointment: outcome not disclosed.
• RPT approval: outcome not disclosed.
• Remuneration revision (CMD): outcome not disclosed.
• Remuneration revision (WTD): outcome not disclosed.
• Borrowing powers: outcome not disclosed.
• Section 186 approvals: outcome not disclosed.
• Section 185(2) approvals: outcome not disclosed.

Director changes

• Re-appointment of Hetal Mavji Vichhivora as Director (retiring by rotation).

Auditors and secretarial

• Statutory Auditor remains; no appointment changes disclosed.
• Secretarial Auditor present; no changes disclosed.
• Scrutinizer appointed for e-voting.

Related party transactions

• Resolution to approve Related Party Transactions; counterparty details not disclosed in filing.

Unregistered email communications

• Letter sent to shareholders without registered emails providing online Annual Report access.

AGM notice and report access

• 45th AGM scheduled for Sep 23, 2026 at 3:00 PM IST via VC/OAVM.
• Weblink for Annual Report FY2025-26 published on company website.

Regulatory updates for demat and RTA

• SEBI demat window for pre-2019 physical shares opened Feb 5, 2026 to Feb 4, 2027.
• Physical investors to update PAN, address, bank details with RTA; demat DP as applicable.

AGM Details

• Date and time: 23 September 2026 at 03:00 PM IST.
• Mode: VC/OAVM with deemed venue at registered office.
• E-voting window: 19 Sep 2026 09:00 IST to 22 Sep 2026 17:00 IST.
• Cut-off date for e-voting: 16 September 2026.
• Results to be announced within 2 working days after the AGM.

Resolutions Proposed

• Item 1 (Ordinary): Adopt Audited Financial Statements for year ended 31 March 2026.
• Item 2 (Ordinary): Re-appoint Hetal Mavji Vichhivora as Director.
• Item 3 (Ordinary): Approve material RPT with Modera entities.
• Cap for Modera Freight: ₹5 crore for 2026-27.
• Cap for Modera Electronics: ₹3 crore for 2026-27.
• Item 4 (Special): Revise remuneration for Prakash M. Vichhivora; ceiling ₹1 crore.
• Item 5 (Special): Revise remuneration for Hetal M. Vichhivora; ceiling ₹1 crore.
• Item 6 (Special): Borrowing powers up to ₹50 crore.
• Item 7 (Special): Loans/investments/guarantees up to ₹50 crore.
• Item 8 (Special): Loans/guarantees up to ₹25 crore under Sec 185(2).

Directors

• Hetal Mavji Vichhivora to be re-appointed.
• Prakash M. Vichhivora continues as Chairman & MD; remuneration proposed.

Material Related Party Transactions

• Modera Freight Services: cap ₹5 Cr for 2026-27.
• Modera Electronics: cap ₹3 Cr for 2026-27.

Financial highlights

• Revenue from operations (net) ₹875.12 lakh in FY25-26, up from ₹832.79 lakh.
• EBITDA ₹59.45 lakh; PAT ₹12.13 lakh.
• EBITDA margin 9.97% in FY25-26, up from 8.20% in FY24-25.
• Net profit margin 1.39% in FY25-26 vs 1.10% prior year.
• EPS (basic/diluted) ₹0.21; Dividend for FY25-26 not declared.

Customer concentration

• Major customer revenue ₹537.80 lakh, 61.45% of total FY2025-26.

Capital structure & liquidity

• Equity share capital ₹669.00 lakh; conversions added 15.60 lakh shares.
• Total shares now 66.90 lakh; warrants converted earlier.
• Net debt ₹332.43 lakh; net gearing 0.44x; equity ₹759.35 lakh.
• Current borrowings ₹337.99 lakh; cash and cash equivalents ₹5.56 lakh.

Governance & board

• Narayan Das Mundhra resigned as Non-Executive & Non-Independent director on 18 Feb 2026.
• Independent directors: Gala, More, Bhonslay; MD Prakash Mavji Vichhivora; WTD Hetal Mavji Vichhivora.
• Remuneration ceiling for MD & WTD up to ₹1 crore p.a. for 2027-29.

Related party transactions

• Remuneration to MD ₹20 lakh; WTD ₹20 lakh in FY2025-26.
• Material RPT with Modera Electronics and Modera Freight; 2026-27 caps: ₹3 crore and ₹5 crore respectively.
• Loans between MD/KMP and related parties noted; transactions at arm's length.

Audit & compliance

• Auditor note: 186 approvals not on record; management explanations provided.
• Secretarial audit: Mundhra non-compliance; stern warning and ₹52,607 deposited with IPEF.
• Internal controls: Adequate; internal audit by Sanket Sangoi & Associates.

Outlook & risks

• Opportunities in ITES, Security & Surveillance, and Walker tech products.
• Risks: technology obsolescence, cyber threats, competition, supply chain, and regulatory shifts.

Price movement clarification

• Company states all disclosures under Regulation 30 have been made; no undisclosed information exists.
• Market-driven price movement; company has no control or knowledge of reasons.
• Adheres to governance practices and will continue disclosures as per Listing Regulations.