Visesh Infotecnics Ltd

Financial Performance 📊

• Q3 FY2026 standalone revenue from operations: Rs. 5.81 lacs, down 44.7% QoQ and 44.9% YoY.
• 9M FY2026 standalone revenue from operations: Rs. 25.77 lacs, down 27.1% YoY.
• Total standalone income: Q3 FY2026 Rs. 6.26 lacs; 9M FY2026 Rs. 27.32 lacs.
• Standalone total expenses: Q3 FY2026 Rs. 108.83 lacs; 9M FY2026 Rs. 342.23 lacs.
• Standalone PBT: Q3 FY2026 loss Rs. 102.57 lacs; 9M FY2026 loss Rs. 314.91 lacs.
• Standalone PAT: Q3 FY2026 loss Rs. 87.22 lacs; 9M FY2026 loss Rs. 268.86 lacs.
• EPS (basic and diluted): Q3 FY2026 (0.002); 9M FY2026 (0.006).
• Consolidated revenue and profit/loss closely mirror standalone results.

Risks & Provisions ⚠️

• No impairment on intangible assets under development (Rs. 56.44 Cr), software rights (Rs. 5.34 Cr), source code stock (Rs. 62.22 Cr).
• Investment in subsidiaries Rs. 61.75 Cr not impaired despite no operations or audits; revival or sale planned.
• Bank balance Rs. 34.79 Cr in Banco Efisa (Portugal) overstated; matter in court, no loss provision.
• Other loans and advances Rs. 222.11 Cr considered good; realizability unascertained due to lack of terms.
• Rs. 1.52 Cr liability for ROC fees due to delayed filings; provision made under current liabilities.
• Income tax liability AY 2013-14 Rs. 20.80 lacs plus interest payable; principal provided.
• Sundry debtors Rs. 16.59 Cr overdue >6 months considered good; auditors recommend provisioning.
• SEBI imposed Rs. 10 Cr penalty on GDR issue, reduced to Rs. 25 lacs by SAT; penalty unpaid but provided.
• Listing fees outstanding: NSE Rs. 28.08 lacs, BSE Rs. 24.02 lacs; promoter demat accounts frozen.
• Custodial charges to CDSL & NSDL Rs. 142.48 lacs unpaid for FY 2023-25; liability disclosed as contingent.
• AGM for FY 2022-25 not convened due to blocked Benpos; audited financials not adopted.
• Shareholding patterns and annual reports not filed timely; fines imposed but not provided.
• NSE and BSE issued show cause notices for proposed delisting; company engaged in hearings.

Corporate & Governance 🗓️📍

• CEO appointed May 21, 2025 (Mr. Ram Niwas Sharma); Managing Director post vacant since Aug 9, 2024.
• Board composition now compliant with SEBI norms.
• Auditor's review qualified due to lack of impairment provisions and unconfirmed balances; no audit opinion expressed.
• Consolidated results include wholly-owned foreign subsidiaries with no operations and unaudited financials.
• Management confident in asset values and subsidiary revival; no impairment provisions made.
• Legal and regulatory disputes ongoing including ROC fees, SEBI penalties, custodial charges, and delisting proceedings.

Business Operations & Strategy 🧱

• Company pursuing solar power consultancy and related services since June 2020.

Financial Performance

• Board approved unaudited standalone and consolidated results for Q3 and nine months ended Dec 31, 2025.
• Total revenue for nine months ended Dec 31, 2025: Rs. 27.32 lakhs.
• Net loss for nine months ended Dec 31, 2025: Rs. 268.86 lakhs.
• Earnings per share (basic and diluted) for nine months ended Dec 31, 2025: Rs. (0.006).
• Deferred tax income recognized: Rs. 46.05 lakhs for nine months ended Dec 31, 2025.
• Other comprehensive income (net of tax) for nine months ended Dec 31, 2025: Rs. 0.88 lakhs.

Auditor Remarks and Qualifications ️

• No impairment provision for intangible assets under development (Rs. 56.44 Cr), software rights (Rs. 5.34 Cr), and opening stock (Rs. 62.22 Cr).
• No impairment provision for investments in subsidiaries (Rs. 61.75 Cr) despite no operations or updated audits.
• Bank balance of Rs. 34.79 Cr in Banco Efisa (Portugal) overstated; matter pending in court, no provision made.
• Provision made for ROC fees and additional fees totaling Rs. 15.22 Cr due to delayed filings and Supreme Court dismissal.
• SEBI imposed penalty of Rs. 25 lakhs related to GDR issue; penalty provided but interest of Rs. 15.50 lakhs not provided.
• Listing fees outstanding to NSE and BSE totaling Rs. 52.10 lakhs; promoter demat accounts frozen; interest on fees not provided.

Governance and Board Decisions

• Appointed Mr. Ram Niwas Sharma as CEO effective May 21, 2025, for five years.
• Appointed Mr. Atul Srivastava as Non-Executive, Non-Independent Director effective June 19, 2025.
• Managing Director Mr. Peeyush Kumar Aggarwal resigned on Aug 9, 2024; CEO appointed subsequently.
• Company directed by NSE and BSE to pay outstanding listing fees and comply with dues by Feb 28 and Mar 31, 2026.
• Company received show cause notices from NSE and BSE regarding proposed delisting; compliance underway.
• Company engaged in consultancy and advisory services in solar power sector since June 1, 2020.

Regulatory and Compliance Matters ️

• SEBI restrictions on securities market access due to GDR issue; bank accounts frozen.
• Depositories blocked Benpos data due to unpaid custodial charges, affecting shareholder communications.
• Annual General Meetings for FY 2022-23, 2023-24, and 2024-25 not convened; financials not adopted by shareholders.
• Stock exchanges imposed fines for non-filing of shareholding patterns and annual reports.
• Multiple legal proceedings ongoing regarding ROC fees, custodial charges, and delisting notices.

Other Material Disclosures

• Audited financial results for FY 2022-23, 2023-24, and 2024-25 remain provisional pending shareholder adoption.
• Trade receivables, payables, loans, advances, bank balances, and liabilities are subject to confirmation.

🗓️ Meeting Details

• Board meeting scheduled for February 7, 2026, at 4:00 PM at the registered office in New Delhi.

📊 Financial Results

• Approval of unaudited standalone and consolidated financial results for Q3 and nine months ended December 31, 2025.

Management Changes

• Mr. Peeyush Kumar Aggarwal resigned as Non-Executive, Non-Independent Director effective December 26, 2025.
• Board accepted resignation and acknowledged his contributions during tenure.