|
Dear Members,
The Directors are pleased to present to you the 30th Annual Report on
the business and operations of Suyog Telematics Limited (“the Company” or “Suyog”) along with the
audited financial statements for the financial year ended March 31, 2025.
Financial Performance:
Summary of the operations of the Company for the financial year ended
March 31, 2025 is as follows:
(Rs. In Lakhs)
|
Standalone |
Consolidated |
PARTICULARS |
2024-25 |
2023-24 |
2024-25 |
Total Income |
20,152.24 |
17,427.46 |
20,152.24 |
Total Expenditure |
(9.901.01) |
(6,877.06) |
(9.901.01) |
Net Profit/(Loss)
Before Depreciation and Tax |
10,251.23 |
10,550.40 |
10,251.23 |
Depreciation |
(4,651.09) |
(3,410.48) |
(4,651.09) |
Profit/ (Loss)
Before Tax for the year |
5,600.14 |
7,139.92 |
5,600.14 |
Tax |
(1,544.75) |
(808.68) |
(1,544.75) |
Net Profit |
4,055.39 |
6,331.24 |
4,055.39 |
Equity |
1,113.24 |
1,066.21 |
1,113.24 |
Other Equity |
38,924.92 |
28,773.17 |
38,924.92 |
Net Block |
31,142.47 |
37,267.35 |
31,959.30 |
Net Current
Assets |
6,084.13 |
879.58 |
5,463.75 |
Cash and Cash
Equivalents (including bank balances ) |
2,475.22 |
365.1 |
2,615.22 |
Earnings/(Loss)
per Share |
|
|
|
(Basic) (in Rs.) |
34.55 |
59.83 |
34.55 |
(Diluted) (in
Rs.) |
31.61 |
59.83 |
31.61 |
The Company 's total ie for FY 2024-25 was Rs. 201.52 Crores aspared to Rs.
174.27 Crores in FY 2023-24. The profit before tax was Rs.56.00 Crores as against Rs.
71.40 Crores in the previous year. The net profit stood at Rs.40.55 Crorespared to
Rs.63.31 Crores in the last year. The basic and diluted EPS were Rs.34.55 and Rs.31.61
respectively. The operating and financial performance of our Company, including major
developments, has been further discussed in detail in the Management Discussion and
Analysis Report which forms part of the Annual Report.
Business Overview:
Suyog Telematics Limited is one of the leading passive telecom
infrastructure providers in India, catering to all major Telcom Service Providers (TSPs)
across the country. The Company offers ready-to-use telecom infrastructure on long-term
lease arrangements, enabling operators to deploy their active equipment such as antennas
and Base Transceiver Stations (BTS) in a cost-efficient and time-bound manner.
The Company 's operations are backed by comprehensive Master Service Agreements
(MSAs) with telecom operators, which not only ensure long-term revenue visibility but also
provide for value-added services such as power supply management, fiberization of sites,
and Service Level Agreements (SLAs) to guarantee high uptime. These offerings are critical
in supporting telecom operators to accelerate their network expansion, improve service
quality, and enable a faster roll-out of next-generation technologies including 5G.
With its pan-India presence covering all telecom circles, Suyog has
established itself as a trusted partner in the sector, contributing to the digital
transformation journey of the nation by providing scalable and reliable passive
infrastructure solutions.
The Company is strategically positioned to benefit from the ongoing
growth in the telecom sector, particularly the nationwide 5G roll-out, increasing demand
for fiberized sites, and the deployment of small cells to enhance network densification.
By leveraging its robust infrastructure portfolio, operational expertise, and strong
relationships with leading telecom operators, Suyog aims to strengthen its leadership
position while creating long-term sustainable value for its stakeholders.
BSNL arrangement
Currently, the Company maintains a strong presence in key regions
throughout India, including Mumbai, Maharashtra, Gujarat, Delhi, Rajasthan, Karnataka,
Tamil Nadu, Andhra Pradesh, Odisha, Assam, North East, West Bengal, and Uttarakhand. We
are also expanding our reach to cover PAN India.
Key developments:
i.) Listing of Shares on National Stock Exchange of India Limited
During the year under review, the equity shares of the Company were
successfully listed and admitted for trading on the Main Board of the National Stock
Exchange of India Limited (NSE) with effect from August 20, 2024, under the symbol “SUYOG”. This
development marks a significant milestone in the Company's growth
journey, as the listing on NSE, in addition to the existing BSE listing, is expected to
enhance visibility in the capital markets, provide wider access to investors, improve
liquidity of the Company's shares, and create long-term value for all stakeholders.
ii.) Strategic Acquisition of Lotus Tele Infra Private Limited
During the financial year under review, the Company successfully
executed the acquisition of 95% equity stake in Lotus Tele Infra Private Limited ( “Lotus” or “Subsidiary”), a Delhi NCR
based passive telecom infrastructure firm, for a cash consideration of approximately Rs.
13.5 crore. The agreement, initially contemplated through a binding Memorandum of
Understanding on December 26, 2024, led to theformal completion of the acquisition on
March 31, 2025, resulting in Lotus bing a remove wholly owned of the Company. As of March
31, 2024, Lotus had reported a turnover of around Rs. 13 crore. This strategic move
expands Suyog Telematics' footprint in the critical Delhi and NCR regions by adding 120
telecom sites and enhancing service delivery capabilities across its infrastructure
portfolio.
Dividend:
The Board of Directors periodically assesses the Company 's ability and
need to distribute dividends to its shareholders, aiming to balance profitability with
long-term growth objectives. In view of the same, the Board considers various factors,
including current and future earnings, cash flow projections, capital expenditure needs
for ongoing and future projects, contingencies, and regulatory and economic conditions.
Based on these evaluations, the Board has recommended a Final Dividend of Rs. 1.80 per
Equity Share for the Financial year 2024-25. This recommended will be made in accordance
with the provisions of the Companies Act, 2013 (“the Act”) and subject to
the shareholders' approval at the forting 30th Annual General Meeting (“AGM”).
The Company declared a dividend of Rs. 1.25 per Equity Share in the
financial year 2023-2024, as approved by the shareholders at the 29th AGM.
The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ( ‘SEBI Listing Regulations') is available on the Company's website at
www.suyogtelematics.co.in/investor/corporate-governance.
Nodal Officer:
In accordance with the provisions of Rule (2A) of Rule 7 of Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, Ms. Aarti Shukla, Company Secretary & Compliance Officer of the Company, has
been appointed as the Nodal Officer of the Company. The details are available on the
Company 's website at www. suyogtelematics.co.in
Transfer to Reserves:
The Board has decided to retain the entire profits earned during the FY
2025 in the surplus account of the Company and does not propose to transfer any amount to
the General Reserve.
Details of panies which have be or ceased to be Subsidiaries, Joint
Ventures or Associate Companies:
During the year under review, the Company completed the acquisition of
a 95% equity stake in Lotus Tele Infra Private Limited, thereby making it a
subsidiary of Suyog Telematics Limited. Lotus is engaged in providing passive telecom
infrastructure in the Delhi NCR region and currently operates over 120 telecom sites.
During the year under review, none of the entities ceased to be
subsidiary/ joint venture/ associate of thepany. For the financial year ended March 31,
2025, Lotus reporteda turnover of approximately`12.54 crore. In the
preceding year, the Company recorded healthy growth across key financial parameters, with
revenue growth of -3.82%, profit growth of -37.42%, EBITDA growth of -45.34%, and net
worth growth of 15.58%.
Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies
(Accounts) Rules, 2014, a statement containing salient features of financial statements of
subsidiaries, associates and joint ventures as per applicable accounting standards as
prescribed in Form AOC-1, is annexed to this Report as Annexure 1.
As on March 31, 2025, the Company does not have any Associate or Joint
Venture Company.
Share Capital:
There has been no change in the Authorized Share Capital of the Company
during the financial year 2024-25. As on March 31, 2025, it continued to stand at Rs.
25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores and
Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
During the financial year 2024 25, the paid-up equity share capital of
the Company increased pursuant to allotments made on account of conversion of warrants. On
August 27, 2024, the Company allotted 1,40,360 equity shares, March 29, 2025, the Company
allotted 329,884 equity shares upon conversion of warrants, followed by an allotment of
35,088 equity shares on April 15, 2025, and a further 22,168 equity shares on May 5, 2025,
at a price of `570 per share, aggregating to approximately `94.77 lakh.
As of March 31, 2025, the Paid-up Share Capital of the Company stood at
Rs.11,13,23,640/- (Rupees Eleven Crores Thirteen Lakhs Twenty-Three Thousand Six Hundred
and Forty Only) consisting of 1,11,32,364 (One Crore Eleven Lakhs Thirty -Two Thousand
Three Hundred and Sixty-Four) fully paid-up equity shares of Rs.10/- each.
Fund raised during the Financial Year:
The shareholders of the Company, at the Extraordinary General Meeting
held on January 17, 2025, passed a special resolution authorizing the Board to raise funds
through private placement of equity shares or convertible securities, including by way of
preferential issue, in compliance with the provisions of the Act and applicable SEBI
regulations. However, the proposed private placement could not bepleted during the
financial year under review, and consequently, no allotment of securities was made under
the said resolution.
During the year under review, the Company has not issued any shares
with differential voting rights, nor has it granted any stock options or sweat equity
shares.
Employee Stock Options:
The Nomination and Remuneration Committee of the Board of Directors of
the Company, inter-alia, administers and monitors the Employees ' Stock Option
Plan of the Company. During the year under review, there was no change in the
ESOP schemes of the Company.
The Company has one operative Employee Stock Option Schemes i.e. “Suyog Stock
Option Scheme 2018” (“Suyog ESOP 2018”) with an objective to reward the Eligible Employees for their
performance in the Company and to share the wealth created by the Company with them.
The above Schemes are in line with the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ( “SBEB & SE
Regulations”). The Company has obtained certificates from the Secretarial
Auditors of the Company stating that the Schemes have been implemented
in accordance with the SBEB & SE Regulations and the resolutions passed by the
members.
The certificates are available for inspection by members in electronic
mode. The details as required to be disclosed under the SBEB & SE Regulations can be
accessed at www.suyogtelematics.co.in/investor/corporate-governance
Public Deposits:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Act read with Companies (Acceptance of
Deposits) Rules, 2014. As on March 31, 2025, there were no deposits lying unpaid or
unclaimed.
Particulars of Loans, Guarantees or Investments:
The particulars of loans given, guarantees given, investments made and
securities provided by the Company during the year under review, are inpliance with the
provisions of Section 186 of the Act and the Rules made thereunder and details are given
in Notes to the Financial Statements forming part of the Annual Report. All the loans
given by the Company to the bodies corporate are towards business purposes.
Particulars of Contracts or Arrangements with related parties referred
to in
Section 188(1) of the Act:
During the year, all related party transactions that were entered into
were on arm 's length basis and in the ordinary course of business. The Audit Committee has
approved the related party transactions and subsequently, the same were approved by the
Board of Directors from time-to-time and the same are also disclosed in the Notes to
Financial
Statements of the Company for the year. Accordingly, the disclosure of
particulars of contracts/arrangements entered into by the Company with related parties in
Form AOC2 is not applicable on the Company.
Further, pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board of Directors has, on rmendation of the Audit Committee, adopted a
Policy on Related Party Transactions and the said policy is available on the website of
the Company at HYPERLINK www.suyogtelematics.co.in/corporate-governance-3-2/
Directors:
As on March 31, 2025, the Board of Directors of the company comprises
of Eight (8) Directors consisting of a Managing Director, Two (2) Whole Time Director and
Five (5) Non-Executive out of which Four (4) are Independent Directors including one Woman
Independent Director. The constitution of the Board of the Company is in accordance with
Section
149 of the Act read with Regulation 17 of SEBI Listing Regulations.
The Board, on the rmendation of the Nomination and Remuneration
Committee ( “NRC”), appointed Mr. Ajay Kumar Thakur (DIN: 02910317) as an Additional Non-Executive
Independent Director not liable to retirement by rotation, for a term of 3 (three)
consecutive year commencing from August 09, 2024 to August 08, 2027. The Members of the
Company at their 29th Annual General Meeting (“AGM”) approved his appointment as
Non-Executive, Independent Director w.e.f. August 09, 2024.
On the basis of the written representations received from the
directors, none of the above directors are disqualified under Section 164 (2) of the Act.
In terms of the provisions of Section 152(6) of the Act read with
Articles of Association of the Company, Mrs. Suchitra Lature, who was liable to retire by
rotation, was re-appointed as a Director at the 29th AGM by the Members of the Company.
Further, Mr. Vivek Lature (DIN: 02274098), Whole-time Director, retires
by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The
Board rmends his re-appointment for the approval of Members.
Declaration of Independence:
The Company has received declarations from the Independent Directors
confirming that they meet the criteria of Independence as prescribed under Section 149(6)
of the Act along with the Rules framed thereunder and Regulation 16 of SEBI Listing
Regulations. Also, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees,
remuneration,mission and reimbursement of expenses, if any, incurred by them for the
purpose of attending meetings of the Company. The Independent Directors have confirmed
that they have registered their names in the data bank maintained with the Indian
Institute of Corporate Affairs. In the opinion of the Board, there has been no change in
the circumstances which may affect their status as Independent Director of the Company and
the Board is satisfied of the integrity, expertise, and experience including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder.
Annual Evaluation
The Nomination and Remuneration Committee of the Company has laid down
the criteria for performance evaluation of the Board and individual directors including
the Independent Directors and Chairman, covering various aspects of the Board 's functioning
such as adequacy of theposition of the Board and itsmittees, Board Culture, execution and
performance of specific duties, obligations and governance. It includes circulation of
evaluation forms separately for evaluation of the Board, its Committees, Independent
Directors / Non-Executive Directors / Executive Directors and the Chairman of our Company.
In a separate meeting of independent directors which was held on March 20, 2025,
performance of non-independent directors, the Board as a whole and the Chairman of the
Company was evaluated, taking into account the views of executive directors and
non-executive directors.
At the board meeting that followed the meeting of the independent
directors and meeting of Nomination and
Remuneration Committee, 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.
Key Managerial Personnel:
In terms of Section 203 of the Act, following are the Key Managerial
Personnel ( “KMP”) of the Company as on March 31, 2025:
? Mr. Shivshankar Lature,
Managing Director
? Mr. Vivek Lature, Whole Time
Director
? Ms. Subhashita Lature, Whole
Time Director
? Mr. Ajay Kumar Banwarilal
Sharma, Chief Financial Officer
? Ms. Aarti Kamlesh Shukla,
Company Secretary and Compliance Officer
Senior Management Personnel:
In terms of the SEBI Listing Regulations, the Company has identified
the “Senior
Management Personnel” whichprise of all the Key Managerial Personnel of the Company
excluding Non-Executive and Independent Directors and including the
Business Heads and Head - Fiber and Media.
Number of Meetings of Board of Directors:
During the year, the Board of Directors met 6 (Six) times, the details
of which are given in the Corporate Governance Report. The intervening gap between two
consecutive meetings was within the period prescribed under the Act, Secretarial Standards
on Board Meetings and SEBI Listing Regulations, as amended from time to time.
Committees of the Board:
The Board of Directors of the Company have formed various Committees,
as per the provisions of the Act and as per SEBI Listing Regulations and as a part of the
best corporate governance practices, the terms of reference and the constitution of those
Committees is compliance with the applicable laws.
In order to ensure focused attention on business and for better
governance and accountability, the Board has constituted the following committees: a)
Audit Committee
As of March 31, 2025, the Audit Committee consists of Mr. Anand Ganpat
Kode, Ms. Subhashita Lature, and Mr. Udaya Shankar Panda as its members. The Committee is
chaired by Mr. Anand Ganpat Kode and includes a majority of Independent Directors.
b) Nomination and Remuneration Committee
As of March 31, 2025, the Nomination and Remuneration Committee
Comprises Mr. Anand Ganpat Kode, Mr. Udaya Shankar Panda, and Mrs. Suchitra Shivshankar
Lature as its members. The Committee, which has a majority of Independent Directors, is
chaired by Mr. Anand Ganpat Kode.
c) Stakeholders Relationship Committee
As on March 31, 2025, the Stakeholders ' Relationship
Committee Comprises of Mr. Anand Ganpat Kode as the Chairman and Mr. Shivshankar Lature,
and Mrs. Suchitra Shivshankar Lature as its members.
d) Corporate Social Responsibility Committee
As on March 31, 2025, the Corporate Social Responsibility Committee
Comprises of Mr. Anand Ganpat Kode as the Chairman, Mr. Shivshankar Lature, and Mrs.
Suchitra Shivshankar Lature as its members.
e) Committee of Directors
As on March 31, 2025, the Committee of Directorsprises of Mr.
Shivshankar Lature, Mrs. Leena Vijay Govekar,
Mrs. Suchitra Shivshankar Lature and Mr. Vivek Lature.
The details with respect to the Composition, powers, roles and terms of
reference of the aforesaid committees are given in the Corporate Governance Report which
is presented in a separate section and forms part of the Annual Report.
Compliance with Secretarial Standards on Board and General Meetings:
The Company has devised proper systems to ensure compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and the Companyplies with all the applicable provisions of the same during the year under
review.
Internal Financial Control Systems and their Adequacy:
Our Company has in place adequate internal financial control
systems,commensurate with the size of its operations.
Internal control system comprising of policies and procedures are
designed to ensure sound management of our
Company 's operations, safe keeping of its assets, prevention and detection
of frauds and errors, optimal utilisation of resources, reliability of its financial
information andpliance. Systems and procedures are periodically reviewed by the Audit
Committee to maintain the highest standards of Internal Control. During the year under
review, no material or serious observation has been received from the Auditors of our
Company citing inefficiency or inadequacy of such controls. An extensive internal audit is
carried out by M/s. DBS & Associates, Chartered Accountants and post audit reviews are
also carried out to ensure follow up on the observations made.
As on May 20, 2025, the Board has appointed SKSS & Associates,
Chartered Accountants as an Internal auditor of the Company for the Financial year
2025-2026.
Corporate Governance:
Our Company is fully committed to follow good Corporate Governance
practices and maintain the highest business standards in conducting business. The Company
continues to focus on building trust with shareholders, employees, customers, suppliers
and other stakeholders based on the principles of good corporate governance viz.
integrity, equity, transparency, fairness, sound disclosure practices, accountability
andmitment to values. Our Company was compliant with the provisions relating to Corporate
Governance.
The report on Corporate Governance, as stipulated under Regulation 34
of SEBI Listing Regulations forms an integral part of this Annual Report. The Report on
Corporate Governance also contains certain disclosures required under the Act.
A Certificate from M/s. Amruta Giradkar and Associates, Secretarial
Auditors of the Company, confirming compliance to the conditions of Corporate Governance
as stipulated under SEBI Listing Regulations, is annexed to this Report.
Management Discussion and Analysis Report:
As per Regulation 34 of SEBI Listing Regulations, a separate section on
Management Discussion and Analysis Report highlighting the business of the Company forms
part of Annual Report and it, inter-alia, provides details about the economy, business
performance review of the Company 's various businesses and other material developments during the year
2024-25.
Credit Ratings:
During the year under review, the Company has obtained credit ratings
from various reputed agencies. For brief details of credit ratings refer Report on
Corporate Governance.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status andpany 's operations
in future:
No significant or material orders were passed by the regulators or
courts or tribunals which impact the going concern status and Company 's operations in
future.
Maintenance of Cost Records:
During the year, the Company has maintained proper cost records as
specified by the Central Government under Section 148(1) of the Act.
Auditors & Reports:
Statutory Auditors:
M/s. SPML & Associates, Chartered Accountants, Mumbai (Firm
Registration No. 136549W) were appointed as Statutory Auditors of the Company at the 29th
AGM for a term of five consecutive years from the conclusion of 29 th AGM till the
conclusion of 34th AGM. The Company has received their eligibility certificate confirming
that they are not disqualified from continuing as Auditors of the Company.
The Auditors ' Report does not contain any qualifications, reservations, adverse
remarks or disclaimers. Further, Notes to
Accounts are self-explanatory and do not call for anyments.
Secretarial Auditor:
Pursuant to Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation
24A of the SEBI Listing Regulations, and inpliance with SEBI Circular dated December 31,
2024, the Board, based on the rmendation of the Audit Committee, rmends to the
shareholders the appointment of M/s. Amruta Giradkar and Associates, Practicing Company
Secretaries, Mumbai (M. No. 48693/ C. P. No. 19381) as the Secretarial Auditor of the
Company for a term of five consecutive financial years from the financial year 2025-26 to
2029-30. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure
2. There are no qualifications or observations or adverse remarks or disclaimer of the
Secretarial Auditors in its Report.
Cost Auditor:
Pursuant to Section 148 of the Act and Rule 6 of the Companies (Cost
Records and Audit) Rules, 2014, our Company had appointed M/s. Avnesh Jain &
Associates, Cost Accountants (Firm Registration No. 101048) as its Cost Auditor to
undertake the Cost Audit of our Company for the financial year ended 31 st March, 2025.
The Cost Auditors ' Report does not contain any qualifications, reservations, adverse
remarks or disclaimers.
The remuneration payable to the Cost Auditor is subject to ratification
by the Members at the AGM. Accordingly, the necessary Resolution for ratification of the
remuneration payable to M/s. Avnesh Jain & Associates, to conduct the audit of cost
records of the Company for the financial year 2024-25 has been included in the Notice of
the forting 30 th AGM of the Company. The Directors rmend the same for approval by the
Members.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Act and Rule 13 of the
Companies (Accounts) Rules, 2014, and on the rmendation of the Audit Committee, M/s DBS
& Associates, Chartered Accountants, (Firm Registration No. 018627N) were re-appointed
by the Board of Directors as the Internal Auditors of the Company for the Internal Audit
of financial year 2024-25.
As on May 20, 2025 on the recommendation of the Audit Committee, M/s
SKSS & Associates, Chartered Accountants, (Firm Registration No. 146986W) were
appointed by the Board of Directors as the Internal Auditors of the Company for the
Internal Audit of Financial year 2025-26.
Reporting of Frauds by Auditors:
During the year under review, neither the Statutory Auditors,
Secretarial Auditors nor the Cost Auditors have reported any instances of fraudmitted
against the Company by its officers and employees to the Audit Committee under Section
143(12) of the Act, details of which are required to be mentioned in the Board 's Report.
Annual Return:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the
annual return is placed on the website of the Company and can be accessed at
www.suyogtelematics.co.in
Policies:
Code for Prevention of Insider Trading:
Our Company has adopted a Code of Conduct to regulate, monitor and
report trading by designated persons and their immediate relatives and a Code of Fair
Disclosure to formulate a framework and policy for disclosure of events and occurrences
that could impact price discovery in the market for its securities as per the requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code of Fair Disclosure has been made available on the Company 's website at
www.suyogtelematics.co.in and can be accessed at http://suyogtelematics.
co.in/corporate-governance-3-2/
Vigil Mechanism/Whistle Blower Policy:
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in compliance with Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical
behavior.
The policy provides for a mechanism, which ensures adequate safeguards
to employees and Directors from any victimization on raising of concerns of any violations
of legal or regulatory requirements, incorrect or misrepresentation of any financial
statement and reports, and so on. The employees of the Company have the right/ option to
report their concern/ grievance to the Chairperson of the Audit Committee. The Company
ismitted to adhere to the highest standards of ethical, moral and legal conduct of
business operations. During the year under review, no person was denied access to the
Audit Committee.
Under the Whistle Blower Policy, confidentiality of those reporting
violation(s) is protected and they shall not be subject to any discriminatory practices.
This policy is uploaded on the Company 's website at www.suyogtelematics.co.in and can be accessed at
http://suyogtelematics.co.in/corporate-governance-3-2/
Corporate Social Responsibility (CSR) Policy:
The Company 's CSR initiatives and activities are aligned to the requirements of
Section 135 of the Act. The brief outline of the CSR Policy and the initiatives undertaken
by the Company on CSR activities during the year are set out in
Annexue 3 of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR
Committee, please refer to the Corporate Governance Report, which forms part of this
report. The Policy is available on the Company 's website and can be accessed at
http://suyogtelematics.co.in/ corporate-governance-3-2/.
Company 's Policy on Board Diversity, Appointment and Remuneration of
Directors, Key
Managerial Personnel and Senior Management Personnel:
The Company believes that building a diverse and inclusive culture is
integral to its success and that a diverse Board will be able to leverage different
skills, qualifications, professional experiences, perspectives and backgrounds, which are
necessary for achieving sustainable and balanced development. The Board has adopted Board
Diversity Policy and Nomination and Remuneration Policy of the Company on remuneration and
other matters including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section (3) of Section
178, which is placed on the website of the Company and can be accessible at
http://suyogtelematics.co.in/ corporate-governance-3-2/ Policy on Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Our Company has always believed in providing a safe and harassment free
workplace for all individuals working across its offices through various interventions and
practices. The Company endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
Our Company has in place a robust policy on prevention of sexual
harassment at workplace, which sets out the framework for identification, reporting and
prevention of sexual harassment. The Company has zero tolerance approach for sexual
harassment at workplace. An Internal Committee ( “IC”) has been constituted in line with
statutory requirements for redressal of compliant related to sexual harassment and to
ensure fair and timely resolution in accordance with the policy.
Your Directors state that during the year under review, there were
noplaint received pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The detailed disclosure pertaining to Prohibition of Sexual Harassment
of Women at Workplace pursuant to the MCA Circular G.S.R. 357(E), dated May 30, 2025 is
stated below:
No. of
Complaints received during the year |
No. of
Complaints disposed of during the year |
No. of
Complaints pending for more than 90 days |
Nil |
Nil |
Nil |
Risk Management Policy:
The Company has devised and adopted a Risk Management Policy and
implemented a mechanism for risk assessment and management. The policy provides for
identification of possible risks associated with the business of the Company, assessment
of the same at regular intervals and taking appropriate measures and controls to manage,
mitigate and handle them. The key categories of risk jotted down in the policy are
strategic risks, financial risks, operational risks and such other risks which may
potentially affect the working of the Company. A copy of the risk management policy is
placed on the website of the Company.
Pursuant to the requirement of Regulation 21 of the SEBI Listing
Regulations, the Company is not required to constitute a Risk Management Committee.
However, the Board of Directors periodically reviews the risks faced by the Company and is
of the opinion that no risk exists which may threaten the existence of the Company.
Code of Conduct for Directors & Senior Management:
The Board has adopted a Code of Conduct for Directors & Senior
Management in accordance with the provisions of the
Act and Regulation 17(5) of SEBI Listing Regulations. The Code also
incorporates the duties of Independent Directors. All the Board Members and Senior
Management Personnel have confirmedpliance with the Code. A declaration to that effect
signed by the Managing Director forms part of the Corporate Governance Report. A copy of
the Code has been put on the Company 's website.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earning & Outgo:
The Company consciously makes all efforts to conserve energy across its
operations. In terms of the provisions of Section 134(3)(m) of the Act read with the
Companies (Accounts) Rules 2014, the report on conservation of energy, technology
absorption, foreign exchange earnings and outgo forms part of this report as Annexure
4.
Human Resources:
As a service Company, the Company 's operations are heavily dependent on
qualified andpetent personnel. As on 31 st March 2025, the total strength of the Company's permanent
employees stood at 392, excluding casual & contract staff. Our Company takes
significant effort in training all employees at various levels.
Disclosure pursuant to the Maternity Benefit Act, 1961
Your Company remainspliant with respect to the provisions of Maternity
Benefit Act, 1961 and further confirms that there has been no deviation from the provision
of the Maternity Benefit Act, 1961.
Particulars of Employees:
There are no employees drawing a monthly or yearly remuneration in
excess of the limits specified under Section 197 of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
including any amendments thereof.
The information containing particulars of employees as required under
Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from time to time, is attached herewith as Annexure
5
Material changes andmitments, if any, affecting the financial position
of the Company, which have occurred between the end of the financial year to which these
financial statements relates and the date of the report:
There have been no other material changes andmitments which have
occurred after the close of financial year till the date of report, which may affect the
financial position of the Company, except as stated in this report.
Directors ' Responsibility Statement:
Pursuant to the requirement under Section 134of the Act, the Directors
hereby confirm and state that: a) in the preparation of the annual financial statements
for the financial year ended March 31, 2025, the applicable accounting standards had been
followed and no material departures have been made for the same; 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 ended March 31, 2025 and of profit of the
Company for that period; c) they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d) they have prepared the annual accounts for the financial year ended
March 31, 2025 on a going concern basis; e) they have laid down internal financial
controls and the same have been followed by the Company and that such internal financial
controls are adequate and were operating effectively; and f) they have devised proper
systems to ensurepliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.
Transfer of Funds to Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ( “IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred
by the Company to the Investor Education and Protection Fund (“IEPF” or “Fund”) Account
established by the Central Government, after completion of seven years from the date the
dividend is transferred to unpaid/ unclaimed account.
During the financial year 2024-25, the Company did not transfer any
shares to the IEPF Account. However, inpliance with the requirements of the IEPF Rules,
the Company published a notice in newspapers on June 24, 2025, informing the shareholders
about the proposed transfer of equity shares to the IEPF Account which have be due for
transfer.
Details of the unclaimed dividend as of March 31, 2025, are available
on the Company 's websiteat www.suyogtelematics. co.in. Shareholders who have a
claim on such dividend are requested to contact the Company's Registrar and
Share Transfer Agent, Bigshare Services Private Limited, at info@bigshareonline for
necessary guidance and to lodge their claim in the prescribed manner.
Insolvency and Bankruptcy Code:
During the financial year under review, no applications was made or
proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016
nor any such proceeding was pending at the end of the financial year 2024-25.
The 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 the reasons thereof:
There was no instance of one-time settlement with any Bank or Financial
Institutions during the period under review.
Others:
Our Directors confirms that there has been no failure in implementation
of any Corporate Action during the financial year 2024-2025.
Cautionary Statement:
Statements in this Report, particularly those which relate to the
Management Discussion and Analysis as explained in a separate Section in this Report,
describing the Company 's objectives, projections, estimates and expectations may constitute
‘forward
looking statements' within the meaning of applicable laws and regulations. Actual
results might differ materially from those either expressed or implied in the statement
depending on the circumstances.
Acknowledgement:
Our Directors would like to express their gratitude to the shareholders
for reposing unstinted trust and confidence in the management of the Company and will also
like to place on record their sincere appreciation for the continued co-operation,
guidance, support and assistance extended by our users, bankers, customers, Government
& Non-
Government Agencies & various other stakeholders.
Our Directors also place on record their appreciation of the vital
contributions made by employees at all levels and their unstinted support, hard work,
solidarity, cooperation and stellar performance during the year under review.
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By order of the
Board of Directors |
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For Suyog
Telematics Limited |
|
Shivshankar
Lature |
Subhashita
Lature |
Place : Mumbai |
Managing Director |
Whole Time
Director |
Date : August 12,
2025 |
DIN: 02090972 |
DIN: 07953038 |
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