Your directors have great pleasure in presenting the report on the Business and Operations of your Company(‘the Company' or ‘Telogica Limited), along with the audited financial statement, for the financial year endedMarch 31,2025.
The financial highlights of the Company are as follows:
(Rs. In Lakhs)
Particulars
2024-25
2023-24
Revenue from Operations
1,928.27
1,785.92
Other Income
21.07
27.79
Total Income
1,949.33
1,813.72
Total Expenses
1,847.11
1,726.42
Profit/ (Loss) before exceptional items and tax
102.22
87.29
Exceptional items
-
Profit / (Loss) before tax
Less: Current tax
Less: Deferred Tax
(67.81)
3.63
Profit/ (Loss) for the period
170.03
83.66
Other Comprehensive Income
4.55
21.71
Total Comprehensive Income
174.57
105.37
Earning per Equity Share
Basic
0.65
0.44
Diluted (in Rs.)
0.37
During the year under review, your Company achieved revenue of Rs.1,928.27 Lakhs (Standalone), during thefinancial year 2024-25, as against Rs.1,785.92 Lakhs (Standalone), during the previous year 2023-24. The Netprofit after tax stood at Rs.170.03 Lakhs (Standalone), for the financial year 2024-25 as against Rs.83.66 Lakhs(Standalone) for the previous year 2023-24.
No dividend was recommended by the Board of Directors for the FY 2024-25.
Your Company did not transfer any amount to reserves for the financial year 2024-25.
There was no change in the nature of business of the Company during the financial year under review.
The Paid-up Equity Share Capital of the Company as on March 31,2024 stood at Rs. 11,94,69,710/- comprisingof 2,38, 93,942 equity shares of Rs. 5/- each.
During the year under review, 77,00,000 and 21,79,090 warrants were converted into equivalent number ofequity shares on December 18, 2024 and March 31,2025 respectively. Consequently, the Paid-up Equity ShareCapital of the Company increased to Rs. 16,88,65,160/- comprising of 3,37,73,032 equity shares of Rs. 5/- eachby March 31,2025.
Eventually, the company has obtained listing and trading approval from BSE Limited for the new equity shares.
The Company has paid Listing Fees for the Financial Year 2025-26, to BSE Limited, where its equity shares arelisted.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 isavailable on the Company's website at https://aishwaryatechtele.com/images/pdf/Form_MGT_7%202024-25.pdf
The Board met nine (9) times during the year 2024-25 viz. on May 11,2024; May 28, 2024; June 03, 2024; August13, 2024; August 31,2024; November 14, 2024; December 18, 2024; February 10, 2025 and March 31,2025.
The details of the composition of the Board and its Committees and the number of meetings held and attendanceof Directors at such meetings are provided in the Corporate Governance Report, which forms part of the AnnualReport.
Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013(“The Act”), the Board of Directors, to the best of their knowledge and ability, state and confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgment andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit or loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventingand 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 that such internalfinancial controls are adequate and are operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.
As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted thedeclaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act andRegulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015. There has been no change in the circumstances affecting their status as independentdirectors of the Company.
The Board is of the opinion that all the Independent Directors appointed during the year under review are personsof integrity and possess relevant expertise and experience to act as Independent Director of the Company. TheIndependent Directors of the Company have confirmed that they have registered themselves with the Indian
Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directorswithin the statutory timeline and they have also appeared and qualified for the online proficiency test, whereverapplicable.
The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and otheremployees, including criteria for determining qualifications, positive attributes, independence of a Director andother matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by theNomination and Remuneration Policy.
The Company's policy relating to the appointment of directors and remuneration including other mattersprovided in Section 178(3) of the Act is also available on https://aishwaryatechtele.com/images/pdf/Nomination%20&%20Remuneration%20Policy.pdf
No investments or loans were made, guarantees given or securities provided during the financial year underreview. And, hence, no details as required under the provisions of Section 186 of the Companies Act, 2013 readwith Companies (Meetings of Board and its Powers) Rules, 2014 need to be disclosed.
All Related Party Transactions (RPT) that were entered into during the financial year are at arm's length basisand are in the ordinary course of business.
All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board ofDirectors has framed a policy on Related Party Transactions to ensure a process for approval and reporting oftransactions between the Company and its related parties. The policy is posted under the Investors' section ofthe Company's website at https://www.aishwaryatechtele.com/images/pdf/Related party policy.pdf
However, none of the transactions with related parties fall under the scope of Section 188(1) of the Act.Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in FormAOC-2 is not applicable to the Company for FY 2025 and hence, does not form part of this report.
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies(Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and Foreign ExchangeEarnings and Outgo are provided in Annexure I to this Report.
We have a risk management framework for the identification and management of risks. The Company hasformulated Risk Management Policy, which guides the Board in (a) approving the Company's Risk ManagementFramework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity,security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure thatthere is a sound Risk Management Policy in place to address such concerns / risks. The Risk Managementprocess covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlight risks associated with chosenstrategies.
The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified bythe business and functions are systematically addressed through mitigating actions on a continuing basis.
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act andRegulation 21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors'section of the Company's website at https://aishwaryatechtele.com/images/pdf/Risk_Management%20Policy.pdf
Your Company is not required to comply with corporate social responsibility as the provisions of Sec 135 of theCompanies Act, 2013 read with rules made thereunder are not applicable and hence, reporting pursuant toSection 134(3) (o) is not applicable.
The Board of Directors evaluated the annual performance of the Board as a whole, its committees and thedirectors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, with specific focus on the performance andeffective functioning of the Board and individual directors.
Separate meetings of Independent Directors were held on May 28, 2024 and February 10, 2025 to review theperformance of the Non-Independent Directors and the Board as a whole, review the performance ofChairperson of the Company and assess the quality, quantity and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonably perform its duties. Allthe Independent Directors were present at the meeting.
a. Ability of the candidate to devote sufficient time and attention to his professional obligations as IndependentDirector for informed and balanced decision making.
b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.
c. Bringing objectivity and independence of view to the Board's discussions in relation to the Company'sstrategy, performance, and risk management.
d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance.
e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board andaccountability under the Director's Responsibility Statement.
The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board.Further, various other programmes are conducted for the benefit of Independent Directors to provide periodicalupdates on regulatory front, industry developments and any other significant matters of importance. TheCompany issues a formal letter of appointment to the Independent Directors, outlining their role, function, dutiesand responsibilities, the format of which is available on the Company's Website.
The details of training and familiarization program are available on the website athttps://www.aishwaryatechtele.com/images/pdf/FamiliarisationProgramme.pdf
The Board is duly constituted.
The Board of Directors consists of eight (8) directors, four (4) of whom are Independent Directors including awoman director, and the remaining four (4) are Executive Directors.
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the company,Venkateswara Rao Devineni (DIN: 03616715), Whole-time Director and Chief Financial Officer of the company,retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Boardrecommends his re-appointment for the approval of the members.
In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 on GeneralMeetings, a brief resume of the director proposed to be reappointed is attached along with the Notice of theensuing Annual General Meeting (AGM).
Moreover, the Directors have devised proper systems and processes for complying with the requirements ofapplicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems
were adequate and operating effectively.
CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP):
Board of Directors:
During the year under review, Hari Krishna Reddy Kallam (DIN: 01302713), Whole-time Director and Chairmanstepped-down as the Chairman of the company w.e.f. May 28, 2024 and continued solely as a Whole-timeDirector of the company. On the same day, Srinivasa Rao Mandava (DIN: 03456187), then Managing Director ofthe company was redesignated as non-executive director of the company, and Satish Kumar Maddineni (DIN:03452107), Executive Director of the company has resigned.
Following that, Srivatsava Sunkara (DIN: 01725431), was appointed as an Additional Director - ManagingDirector cum Chairperson, Kiran Kumar Inampudi (DIN: 01024343) was appointed as a Non-Executive Directorand Mooperthy Sudheer (DIN: 00404917) was appointed as an Additional Non-Executive Independent directorin the board meeting held on May 28, 2024.
However, Srivatsava Sunkara (DIN: 01725431), Additional Director - Manging Director cum Chairperson, KiranKumar Inampudi (DIN: 01024343), Non-Executive Director and Mooperthy Sudheer (DIN: 00404917) AdditionalIndependent director have resigned from the company w.e.f. August 13, 2024.
Following the above events, in the board meeting held on August 13, 2024, Hari Krishna Reddy Kallam (DIN:01302713) was redesignated as Whole-time Director cum Chairperson, Srinivasa Rao Mandava (DIN:03456187) was redesignated as Managing Director and Satish Kumar Maddineni (DIN: 03452107) wasappointed as a Whole-time Director.
Moreover, in the 29th AGM of the Company held on September 30, 2024,
• Venkateswara Rao Devineni (DIN: 03616715), Executive Director of the company, who was liable to retireby rotation, was reappointed as Whole-time Director and Chief Financial Officer w.e.f. October 12, 2024 toOctober 11,2027;
• Hari Krishna Reddy Kallam (DIN: 01302713) was reappointed as Chairman and Whole-time Director w.e.f.October 12, 2024 October 11,2027;
• Satish Kumar Maddineni (DIN: 03452107) was appointed as Whole-time Director w.e.f. August 13, 2024 toAugust 12, 2027;
• Srinivasa Rao Mandava (DIN: 03456187) was appointed as Managing Director of the company w.e.f.August 13, 2024 to August 12, 2027;
Apart from the above, there were no other changes in the Directors and the KMPs.
Khush Mohammad (M.No: 24743) an Associate member of The Institute of Company Secretaries of India (ICSI)is the Company Secretary and Compliance Officer of the Company.
KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March31, 2025:
Mandava Srinivasa Rao - Managing Director
Venkateswara Rao Devineni - Chief Financial Officer
Hari Krishna Reddy Kallam - Whole-time Director
Satish Kumar Maddineni - Whole-time Director
Khush Mohammad - Company Secretary and Compliance Officer
The Company did not have a Subsidiary / Associate/ Joint Venture Company as on the beginning of the financial
year or close of financial year under report and even as on date. Further, no Company has become or ceased tobecome the Subsidiary/ Associate/ Joint Venture of the Company during the financial year.
No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the goingconcern status and Company's operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
Your Company has established and maintained a framework of internal financial controls and compliancesystems. Based on the framework of internal financial controls and compliance systems established andmaintained by the Company, the work performed by the internal, statutory and secretarial auditors and externalconsultants, including the audit of internal financial controls over financial reporting by the statutory auditors andthe reviews performed by management and the relevant board committees, including the audit committee, theBoard is of the opinion that the Company's internal financial controls were adequate and your Company isconstantly endeavouring to improve the standards of internal control in various areas and taking steps tostrengthen the internal control system to make it commensurate and effective with the nature of its business.
Further, the statutory auditors of your Company have also issued an attestation report on internal control overfinancial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended March 31,2025, which forms part to the Statutory Auditor's Report.
The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism fordirectors and employees called “Whistle Blower Policy”, pursuant to the provisions of the Companies Act, 2013and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns orgrievances about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conductor Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanismand to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Whistle Blower Policy is posted under the Investors section of the Company's website at
https://www.aishwaryatechtele.com/images/pdf/Vigil Mechanism.pdf
The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordancewith The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. TheCompany has taken several initiatives across the organization to build awareness amongst employees about thePolicy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The Companyhas constituted Internal Complaints Committee as required under the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013.
Further details follow:
• Number of complaints of Sexual Harassment received in the year - Nil
• Number of complaints disposed off during the year - Nil
• Number of cases pending for more than 90 days - Nil
The company is fully compliant with the provisions of the Maternity Benefit Act, 1961, ensuring all eligibleemployees receive the mandated maternity benefit.
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays downguidelines and procedures to be followed and disclosures to be made while in possession of Unpublished PriceSensitive Information and while dealing in the shares of the Company, as well as the consequences of violations.
The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employeesand to maintain the highest ethical standards while dealing in the company's securities.
The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on ourwebsite at https://aishwaryatechtele.com/images/pdf/Code%20of%20Practices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20Unpublished%20Price%20Sensitive%20Information.pdf
https://aishwaryatechtele.com/images/pdf/Code%20of%20Conduct%20to%20Regulate,%20Monitor%20and
%20Report%20Trading%20by%20Insiders.pdf
https://aishwaryatechtele.com/images/pdf/PIT%20Policies.pdf
A Report on Management Discussion & Analysis forms part of the Annual Report as per the requirements ofRegulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and ProtectionFund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimeddividend are required to be transferred by the Company to the IEPF established by the Central Government, afterthe completion of seven years. Further, according to the Rules, the shares in respect of which dividend has notbeen paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to thedemat account created by the IEPF Authority.
The Members of your Company in the 27th AGM held on September 30, 2022 appointed M/s. P. Murali & Co.,Chartered Accountants, (Firm Registration No. 007257S), Hyderabad as the Statutory Auditors of the Companyfor a term of five (5) consecutive financial years from the conclusion of the 27th AGM till the conclusion of the32nd AGM i.e., from the FY 2022-23 till FY 2026-27.
There are no qualifications and remarks from the Auditors of the Company. However, the Auditors brought to thenotice of the members that the company is not regular in depositing the undisputed statutory dues with theappropriate authorities. And, the arrears of undisputed statutory dues such as PF, Sales Tax, GST, TDS, PT,TCS, ESI are outstanding for more than 6 months from the date they became payable. To which, the Boardexplained that the delay was because of insufficient cash flows.
M/s. Akhilesh Singh & Associates, Practicing Company Secretaries, Kanpur were appointed as the SecretarialAuditors for the financial year 2024-2025. Pursuant to Section 204 of the Companies Act, 2013 and the Rulesmade thereunder, the Secretarial Audit Report for the financial year ended on March 31,2025, in Form MR-3, isannexed to this Annual Report as Annexure II.
Auditor's qualification / adverse remark /reservation
The Company has not filed Form DIR-12 for Appointmentand Resignation of Mr. Kiran Kumar Inampudiand Mr. Sunkara Srivastava
Non-filing of e-form DIR-12 for
Not yet filed
appointment and resignation of Mr. Kiran
Kumar Inampudi and Mr. Sunkara
Srivastava.
However, M/s. P S Rao & Associates, Company Secretaries, Hyderabad, were appointed as Secretarial Auditorsin the meeting held on May 23, 2025 from the conclusion of the 30th AGM till the conclusion of 35th AGM i.e., fromFY 2025-26 till FY 2029-30 at a remuneration of Rs.1,00,000/- subject to the approval members at the ensuingAGM.
Your Company was not required to maintain any Cost Records during the financial year under review since theCompany's business activity / turnover, during the immediately preceding financial year, did not fall within thepurview / limits prescribed under Companies (Cost Records and Audit) Rules, 2014, as amended from time totime.
Therefore, the provisions of Section 148(3) of the Companies Act, 2013 are not applicable to the company andhence Cost Auditor need not be appointed.
M/s. P. Jitender Reddy & Co., Chartered Accountants (Firm Registration No:010203S), Hyderabad wereappointed as Internal Auditors of the Company for the financial year 2024-25 in the Board meeting held onFebruary 10, 2025. Also, the same were re-appointed as such for the financial year 2025-26 in Board Meetingheld on May 23, 2025.
The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly updatethe committee on their internal audit findings at the Committee's meetings.
The Internal Auditors were satisfied with the management response on the observations and recommendationsmade by them during the course of their audit.
The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of theCompanies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. Therehave been no instances during the year where recommendations of the Audit Committee were not accepted bythe Board.
The details of the composition of the Nomination and Remuneration Committee are given in the CorporateGovernance Report furnished as a part of the Annual Report.
The details of the composition of the Stakeholders' Relationship Committee are given in the CorporateGovernance Report furnished as part of the Annual Report.
The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policyformulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the ListingRegulations.
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s)thereof for the time being in force) in respect of directors/employees of the Company is appended as Annexure-III to this Report.
Your Company is committed to maintain high standards of corporate governance and adhere to the corporategovernance requirements set out by Securities and Exchange Board of India.
The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the AnnualReport.
The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board ofIndia under Schedule V of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 along with a certificate from M/s Akhilesh Singh & Associates, PracticingCompany Secretaries, confirming compliance with the requirements of Corporate Governance is attached withthis report as Annexure IV.
As required by Listing Regulations, a certificate from M/s. Akhilesh Singh & Associates, Practicing CompanySecretaries confirming that none of the directors on the Board of the Company have been debarred ordisqualified from being appointed or continuing as directors of the companies is attached to this report asAnnexure V.
The Company has complied with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.
The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance ofDeposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,2014.
There were no material changes and commitments affecting the financial position of your Company that haveoccurred between the end of the financial year (March 31, 2025) of the company to which the financialstatements relate and the date of the report (August 28, 2025).
During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Auditcommittee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against thecompany by its officers or employees, the details of which need to be mentioned in the Board's report.
No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016during the year under the review.
No one time settlement took place during the year under review.
Your Directors thank the Company's employees, customers, vendors, and investors for their continuous support.The Directors also thank the Government of India, Governments of various states in India, and concernedGovernment departments and agencies for their co-operation.