yearico
Mobile Nav

Market

DIRECTOR'S REPORT

Telogica Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 30.87 Cr. P/BV 2.25 Book Value (₹) 4.07
52 Week High/Low (₹) 16/8 FV/ML 5/1 P/E(X) 18.17
Bookclosure 30/09/2024 EPS (₹) 0.50 Div Yield (%) 0.00
Year End :2025-03 

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 ended
March 31,2025.

FINANCIAL HIGHLIGHTS

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

102.22

87.29

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

0.44

STATE OF THE COMPANY’S AFFAIRS

During the year under review, your Company achieved revenue of Rs.1,928.27 Lakhs (Standalone), during the
financial year 2024-25, as against Rs.1,785.92 Lakhs (Standalone), during the previous year 2023-24. The Net
profit 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.

DIVIDEND

No dividend was recommended by the Board of Directors for the FY 2024-25.

TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves for the financial year 2024-25.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the financial year under review.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31,2024 stood at Rs. 11,94,69,710/- comprising
of 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 of
equity shares on December 18, 2024 and March 31,2025 respectively. Consequently, the Paid-up Equity Share
Capital of the Company increased to Rs. 16,88,65,160/- comprising of 3,37,73,032 equity shares of Rs. 5/- each
by 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 are
listed.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company's website at https://aishwaryatechtele.com/images/pdf/Form_MGT_7%202024-
25.pdf

NUMBER OF MEETINGS OF THE BOARD

The Board met nine (9) times during the year 2024-25 viz. on May 11,2024; May 28, 2024; June 03, 2024; August
13, 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 attendance
of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual
Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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 along
with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 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 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) 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 internal
financial controls are adequate and are operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the
declaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 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 independent
directors of the Company.

The Board is of the opinion that all the Independent Directors appointed during the year under review are persons
of integrity and possess relevant expertise and experience to act as Independent Director of the Company. The
Independent 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 Directors
within the statutory timeline and they have also appeared and qualified for the online proficiency test, wherever
applicable.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and other
employees, including criteria for determining qualifications, positive attributes, independence of a Director and
other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the
Nomination and Remuneration Policy.

The Company's policy relating to the appointment of directors and remuneration including other matters
provided in Section 178(3) of the Act is also available on https://aishwaryatechtele.com/images/pdf/
Nomination%20&%20Remuneration%20Policy.pdf

LOANS, GUARANTEES OR INVESTMENTS

No investments or loans were made, guarantees given or securities provided during the financial year under
review. And, hence, no details as required under the provisions of Section 186 of the Companies Act, 2013 read
with Companies (Meetings of Board and its Powers) Rules, 2014 need to be disclosed.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPT) that were entered into during the financial year are at arm's length basis
and are in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of
Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of
transactions between the Company and its related parties. The policy is posted under the Investors' section of
the 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 Form
AOC-2 is not applicable to the Company for FY 2025 and hence, does not form part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO

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 Exchange
Earnings and Outgo are provided in Annexure I to this Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

We have a risk management framework for the identification and management of risks. The Company has
formulated Risk Management Policy, which guides the Board in (a) approving the Company's Risk Management
Framework 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 that
there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management
process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the
process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen
strategies.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by
the 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 and
Regulation 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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is not required to comply with corporate social responsibility as the provisions of Sec 135 of the
Companies Act, 2013 read with rules made thereunder are not applicable and hence, reporting pursuant to
Section 134(3) (o) is not applicable.

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committees and the
directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, with specific focus on the performance and
effective functioning of the Board and individual directors.

Separate meetings of Independent Directors were held on May 28, 2024 and February 10, 2025 to review the
performance of the Non-Independent Directors and the Board as a whole, review the performance of
Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All
the Independent Directors were present at the meeting.

CRITERIA FOR PERFORMANCE EVALUATION

a. Ability of the candidate to devote sufficient time and attention to his professional obligations as Independent
Director 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's
strategy, 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 and
accountability under the Director's Responsibility Statement.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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 periodical
updates on regulatory front, industry developments and any other significant matters of importance. The
Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties
and responsibilities, the format of which is available on the Company's Website.

The details of training and familiarization program are available on the website at
https://www.aishwaryatechtele.com/images/pdf/FamiliarisationProgramme.pdf

DIRECTORS

The Board is duly constituted.

The Board of Directors consists of eight (8) directors, four (4) of whom are Independent Directors including a
woman 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 Board
recommends his re-appointment for the approval of the members.

In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 on General
Meetings, a brief resume of the director proposed to be reappointed is attached along with the Notice of the
ensuing Annual General Meeting (AGM).

Moreover, the Directors have devised proper systems and processes for complying with the requirements of
applicable 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 Chairman
stepped-down as the Chairman of the company w.e.f. May 28, 2024 and continued solely as a Whole-time
Director of the company. On the same day, Srinivasa Rao Mandava (DIN: 03456187), then Managing Director of
the 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 - Managing
Director cum Chairperson, Kiran Kumar Inampudi (DIN: 01024343) was appointed as a Non-Executive Director
and Mooperthy Sudheer (DIN: 00404917) was appointed as an Additional Non-Executive Independent director
in the board meeting held on May 28, 2024.

However, Srivatsava Sunkara (DIN: 01725431), Additional Director - Manging Director cum Chairperson, Kiran
Kumar Inampudi (DIN: 01024343), Non-Executive Director and Mooperthy Sudheer (DIN: 00404917) Additional
Independent 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) was
appointed 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 retire
by rotation, was reappointed as Whole-time Director and Chief Financial Officer w.e.f. October 12, 2024 to
October 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 to
August 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.

Company Secretary and Compliance Officer:

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 March
31, 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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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 to
become the Subsidiary/ Associate/ Joint Venture of the Company during the financial year.

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

No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the going
concern status and Company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

Your Company has established and maintained a framework of internal financial controls and compliance
systems. Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external
consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and
the reviews performed by management and the relevant board committees, including the audit committee, the
Board is of the opinion that the Company's internal financial controls were adequate and your Company is
constantly endeavouring to improve the standards of internal control in various areas and taking steps to
strengthen 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 over
financial 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.

VIGIL MECHANISM

The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for
directors and employees called “Whistle Blower Policy”, pursuant to the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or
grievances about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct
or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism
and 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

ANTI-SEXUAL HARASSMENT POLICY

The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance
with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Company has taken several initiatives across the organization to build awareness amongst employees about the
Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The Company
has constituted Internal Complaints Committee as required under the Sexual Harassment of Women at
Workplace (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

STATEMENT ON COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFITS ACT, 1961

The company is fully compliant with the provisions of the Maternity Benefit Act, 1961, ensuring all eligible
employees receive the mandated maternity benefit.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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 down
guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price
Sensitive 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 employees
and 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 of
Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our
website 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 of
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed
dividend are required to be transferred by the Company to the IEPF established by the Central Government, after
the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not
been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the
demat account created by the IEPF Authority.

AUDITORS

STATUTORY AUDITORS

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 Company
for a term of five (5) consecutive financial years from the conclusion of the 27th AGM till the conclusion of the
32nd AGM i.e., from the FY 2022-23 till FY 2026-27.

AUDITORS’ QUALIFICATION AND REMARKS:

There are no qualifications and remarks from the Auditors of the Company. However, the Auditors brought to the
notice of the members that the company is not regular in depositing the undisputed statutory dues with the
appropriate 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 Board
explained that the delay was because of insufficient cash flows.

Secretarial Auditors

M/s. Akhilesh Singh & Associates, Practicing Company Secretaries, Kanpur were appointed as the Secretarial
Auditors for the financial year 2024-2025. Pursuant to Section 204 of the Companies Act, 2013 and the Rules
made thereunder, the Secretarial Audit Report for the financial year ended on March 31,2025, in Form MR-3, is
annexed to this Annual Report as Annexure II.

Auditor's qualification / adverse remark /
reservation

The Company has not filed Form DIR-12 for Appointment
and Resignation of Mr. Kiran Kumar Inampudi
and 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 Auditors
in the meeting held on May 23, 2025 from the conclusion of the 30th AGM till the conclusion of 35th AGM i.e., from
FY 2025-26 till FY 2029-30 at a remuneration of Rs.1,00,000/- subject to the approval members at the ensuing
AGM.

Cost Auditors

Your Company was not required to maintain any Cost Records during the financial year under review since the
Company's business activity / turnover, during the immediately preceding financial year, did not fall within the
purview / limits prescribed under Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time.

Therefore, the provisions of Section 148(3) of the Companies Act, 2013 are not applicable to the company and
hence Cost Auditor need not be appointed.

Internal Auditors

M/s. P. Jitender Reddy & Co., Chartered Accountants (Firm Registration No:010203S), Hyderabad were
appointed as Internal Auditors of the Company for the financial year 2024-25 in the Board meeting held on
February 10, 2025. Also, the same were re-appointed as such for the financial year 2025-26 in Board Meeting
held on May 23, 2025.

The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly update
the committee on their internal audit findings at the Committee's meetings.

The Internal Auditors were satisfied with the management response on the observations and recommendations
made by them during the course of their audit.

AUDIT COMMITTEE

The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the
Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. There
have been no instances during the year where recommendations of the Audit Committee were not accepted by
the Board.

NOMINATION AND REMUNERATION COMMITTEE

The details of the composition of the Nomination and Remuneration Committee are given in the Corporate
Governance Report furnished as a part of the Annual Report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The details of the composition of the Stakeholders' Relationship Committee are given in the Corporate
Governance Report furnished as part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy
formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing
Regulations.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration 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.

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance and adhere to the corporate
governance 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 Annual
Report.

The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of
India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 along with a certificate from M/s Akhilesh Singh & Associates, Practicing
Company Secretaries, confirming compliance with the requirements of Corporate Governance is attached with
this report as Annexure IV.

As required by Listing Regulations, a certificate from M/s. Akhilesh Singh & Associates, Practicing Company
Secretaries confirming that none of the directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as directors of the companies is attached to this report as
Annexure V.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

DEPOSITS

The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There were no material changes and commitments affecting the financial position of your Company that have
occurred between the end of the financial year (March 31, 2025) of the company to which the financial
statements relate and the date of the report (August 28, 2025).

REPORTING OF FRAUDS BY AUDITOR

During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit
committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against the
company by its officers or employees, the details of which need to be mentioned in the Board's report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016
during the year under the review.

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

No one time settlement took place during the year under review.

ACKNOWLEDGMENTS

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 concerned
Government departments and agencies for their co-operation.

For and on behalf of Telogica Limited

Sd/- Sd/-

Srinivasa Rao Mandava Venkateswara Rao Devineni

Date: August 28, 2025 Managing Director Whole-time Director

Place: Hyderabad DIN: 03456187 DIN: 03616715

Attention Investors :
Naked short selling is strictly prohibited in the Indian market. All investors must mandatorily honor their delivery obligations at the time of settlement, for more information kindly refer SEBI SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/1, dated January 05, 2024
Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (Broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
Prevent unauthorised transactions in your Stock Broking account --> Update your mobile numbers/ email IDs with your stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day…..Issued in the interest of Investors.
Attention Investors :
Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number and Email address with your Depository Participant. Receive alerts on your Registered Mobile and Email address for all debit and other important transactions in your demat account directly from CDSL on the same day….. issued in the interest of investors.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorize your bank to make payment in case of allotment. No worries for refund as the money remains in investor account.
Attention Investors :
Investors should be cautious on unsolicited emails and SMS advising to buy, sell or hold securities and trade only on the basis of informed decision. Investors are advised to invest after conducting appropriate analysis of respective companies and not to blindly follow unfounded rumours, tips etc. Further, you are also requested to share your knowledge or evidence of systemic wrongdoing, potential frauds or unethical behavior through the anonymous portal facility provided on BSE & NSE website.
Attention Investors :
Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. || Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. || Pay 20% upfront margin of the transaction value to trade in cash market segment. || Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 andNSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. || Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month….. Issued in the interest of Investors.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.