The directors present the Company's 33rd Annual Report along with the Audited Financial Statements for the financial
year ended March 31, 2025.
FINANCIAL RESULTS
Brief Financial Highlights with comparison of the previous financial year are as follows: (Rupees in Lakhs)
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PARTICULARS
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Current Year
2024-2025
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Previous Year
2023-2024
|
|
Revenue from Operations
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61,177.74
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50,321.05
|
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Other Income
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1,644.69
|
670.77
|
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Total Income
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62,822.43
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50,991.82
|
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Earnings before Interest, Tax, Depreciation & Amortization
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9,257.06
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6,590.12
|
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Less: Interest, Depreciation & Amortization Expenses
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658.85
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862.10
|
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Earnings Before Tax
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8,598.21
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5,728.02
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Less: Tax Expenses
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2,210.05
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1,042.00
|
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Earnings After Tax
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6,388.16
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4,686.02
|
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Other Comprehensive Income/ (Expense)
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(28.83)
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(60.48)
|
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Total Comprehensive Income
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6,359.33
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4,625.55
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Financial results for the financial year ended March 31, 2025, are prepared in compliance with the Indian Accounting 29_
Standards (Ind- AS) prescribed under Section 133 of the Companies Act, 2013.
PERFORMANCE REVIEW
Your Company has reported annual revenue from operations for FY 2024-25 INR 61,177.74 Lakhs which is 21.57%
increase from previous year revenue of INR 50,321.05 Lakhs. The EBITDA for the FY 2024-25 stood at INR 9,257.06
Lakhs reporting a growth of 40.47 % as compared to EBITDA of INR 6,590.12 for the FY 2024-25. The Profit After Tax
(PAT) for the FY 2024-25 stood at INR 6,388.16 Lakhs reporting a growth of 36.32% as compared to the PAT of INR
4,686.02 Lakhs for the FY 2024-25.
Owing to competition in space of select customers & the raw material cost, there are margin pressures. We have
focused on better sourcing and design optimization so that we protect our margins going forward.
A detailed discussion on the industry structure, threats, opportunities, risks and business outlook is given separately
in the Management's Discussion and Analysis section, which forms a part of this annual report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company comprises of seven experienced directors from diverse areas, which enables the Board
to provide effective leadership to the Company. Composition of the Board is in conformity with the provisions of the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Board of Directors of the Company as on March 31, 2025 is as follows:
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Mr. Visweswara Reddy
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- Chairman & Non-Executive Director
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Mr. Shridhar Gokhale
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- Whole-Time Director*
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Mr. Sharat Chandra Kolla
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- Non-Executive Director
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Mr. Ajay Kumar Dhagat
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- Independent Director
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Dr. Sutanu Behuria
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- Independent Director
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Ms. Leena M Sathyanarayanan
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- Independent Director
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Mr. Sudheer Vennam
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- Non-Executive Director
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The Key Managerial Personnel of the Company as on March 31, 2025 is as follows:
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Mr. Shridhar Gokhale
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- Whole-Time Director*
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Mr. SaiKrishnan C. P.
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- Chief Financial Officer
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Mr. Manikandan M
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- Company Secretary®
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Mr. Karthick. D
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- Compliance Officer
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There were no changes in the Board of Directors during the reporting period.
* Mr. Shridhar Gokhale, Chief Executive Officer and Whole Time Director decided to move out for his personal reasons
and the board accepted his resignation and Subsequently appointed Mr. Purushothaman M as his successor. This
change was made as per succession planning within the company.
@Mr. Manikandan. M, Company Secretary and Compliance Officer had stepped down first as Compliance Officer
with effect from March 27, 2025 and from Company Secretary position effective April 10, 2025 and Mr. Karthick. D
was appointed as Compliance Officer on March 27, 2025 and Mr. Shiva Prasad Padhy was appointed as Company
Secretary with effect from May 20, 2025. Mr. Dayanand Ramakrishnan was appointed as Chief Operating Officer with
effect from May 20, 2025
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met five (5) times during the financial year. The said meetings were held on May 23, 2024;
August 06, 2024; November 12, 2024; December 31, 2024 and February 11, 2025.
The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gap
between two meetings. The necessary quorum was present for all the meetings.
BOARD COMMITTEES
Board Committees plays a vital role in improving the Board effectiveness in areas where more focus and discussions
are required. Board has constituted three Committees in accordance with the provisions of Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its composition during the year are as
follows:
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S. No
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Name of the Committee
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Composition
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1.
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Audit Committee
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i)
ii)
iii)
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Mr. Ajay Kumar Dhagat, Chairman
Dr. Sutanu Behuria, Member
Mr. Sharat Chandra Kolla, Member
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| |
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iv)
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Ms. Leena M Sathyanarayanan, Member
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2.
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Nomination and Remuneration Committee
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i)
ii)
iii)
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Mr. Ajay Kumar Dhagat, Chairman
Dr. Sutanu Behuria, Member
Mr. Sharat Chandra Kolla, Member
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3.
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Stakeholders' Relationship Committee
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i)
ii)
iii)
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Mr. Sharat Chandra Kolla, Chairman
Mr. Ajay Kumar Dhagat, Member
Mr. Shridhar Gokhale, Member
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4.
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Corporate Social Responsibility Committee
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i)
ii)
iii)
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Mr. Sharat Chandra Kolla, Chairman
Ms. Leena M Sathyanarayanan, Member
Mr. Shridhar Gokhale, Member
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Details in respect of each Committee during the year are provided in the Corporate Governance Report forming part
of the Directors' Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by us, your
Directors make the following statements in terms of Section 134(3) (c) and 134 (5) of the Act, 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 along with proper explanation relating to material departures;
b) The Directors had 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 2024-25 and of the statement of Profit of the Company for the year under review;
c) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and preventing and detecting
fraud and other irregularities;
d) The Directors had prepared the accounts for the
financial year ended March 31, 2025, on a 'going
concern basis;
e) The Directors had laid down Internal Financial
Controls to be followed by the Company and such
Internal Financial Controls are adequate and were
operating effectively;
f) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.
NOMINATION AND REMUNERATION POLICY
In terms of Section 178 of the Companies Act, 2013 and
the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, Company's policy on nomination and
remuneration of Directors, Key Managerial Personnel
(KMP), Senior Management and other employees
shall act as a guideline for determining, inter-alia,
qualifications, positive attributes and independence
of a Director, matters relating to the remuneration,
appointment, removal and evaluation of performance
of the Directors, Key Managerial Personnel, Senior
Management and other employees.
As a policy, currently the independent directors are paid
sitting fee of Rs. 40,000/- per meeting per person for
attending the Board and Audit Committee Meetings
and Rs. 5,000/- per meeting per person for attending
Stakeholders Relationship Committee, Nomination
& Remuneration Committee and Corporate Social
Responsibility Committee meetings.
SUCCESSION PLANNING
The Company believes that sound succession plans for
the senior leadership are very important for creating
a robust future for the Company. The Nomination and
Remuneration Committee in consultation with the Board
of Directors work along with the Human Resource
department of the Company for a structured leadership
succession plan.
RECLASSIFICATION OF ERSTWHILE PROMOTER
Pursuant to Share Purchase Agreement (the "SPA")
between Shirdi Sai Electricals Limited ("SSEL") and
Prolec GE Internacional, S.De. R.L. De C.V ("Prolec GE")
dated December 20, 2019, SSEL acquired the 529,593
equity shares of face value Rs. 10 each (the "Residual
Shares") representing 4.99% of the paid-up equity share
capital of the Company by way of off-market purchase
on October 23, 2023.
Consequent to the aforesaid share transfer, the
company received a request from Prolec GE, erstwhile
Promoter for reclassification from Promoter to Public
category. Accordingly, in compliance with Regulation
31A of SEBI (LODR) Regulations 2015, the company
filed an application to the Stock Exchanges, i.e., BSE
Ltd (BSE) and National Stock Exchange of India Limited
(NSE) on January 12, 2024 for the said reclassification.
In consideration of the application, the Stock Exchanges
(BSE and NSE) approved the reclassification of the
erstwhile promoter on November 12, 2024.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The Company has not provided any loans, guarantee or
made any investments covered under section 186 of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFFERED TO IN SECTION
188(1) OF COMPANIES ACT, 2013
The particulars of contracts or arrangements with related
parties referred to in Section 188(1), as prescribed in
Form AOC - 2 of the rules prescribed under Chapter IX
relating to Accounts of Companies under the Companies
Act, 2013, is appended as Annexure "I".
STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013,
M/s. ASA & Associates LLP, Chartered Accountants
(Firm Registration No. 009571N/N500006), have been
appointed as Statutory Auditors for a period of five (5)
years commencing from financial year 2020-21 and
shall hold office till the conclusion of the ensuing Annual
General Meeting. Being eligible and consented for their
re-appointment, Audit committee and the Board of
Directors recommend and propose the re-appointment
of M/s. ASA & Associates LLP, Chartered Accountants
(Firm Registration No. 009571N/N500006) as Statutory
Auditor for 2nd term of 5 consecutive years, to hold office
from the conclusion of the 33rd Annual General Meeting
until the conclusion of the 38th Annual General Meeting
of the Company.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT
REPORT
Pursuant to provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and amendments thereto, your Company engaged the
services of M/s. J B Bhave & Co., Company Secretaries,
Pune to conduct the Secretarial Audit of the Company for
the financial year ended March 31, 2025. The Secretarial
Audit Report in Form MR-3 is given in Annexure - II,
forming part of this report.
In compliance with Section 204 of the Companies
Act 2013 and Regulation 24A of the SEBI (LODR)
Regulations and amendments thereto, Being eligible and
consented for their re-appointment, Audit committee
and the Board of Directors recommend and propose the
appointment of M/s. J B Bhave & Co, Practicing Company
Secretaries, a peer reviewed firm as Secretarial Auditors
of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029- 30, subject
to approval of the Members at the ensuing AGM.
COMMENTS ON AUDITORS' REPORT / SECRETARIAL
AUDITORS REPORT
There are no qualifications, reservations or adverse
remarks or disclaimers made by M./s. ASA & Associates
LLP, Statutory Auditors, in their report and by M/s. J B
Bhave & Co., Company Secretaries in their secretarial
audit report.
COST AUDITORS
Pursuant to section 148 and rules made there under
and based on the recommendation of the Audit
Committee, your Board has approved the appointment
of Mr. K Suryanarayanan, Cost Accountant (Registration
No: 102347), as the Cost Auditor of the Company for
the financial year 2025-2026, on a remuneration as
mentioned in the Notice convening the 33rd Annual
General Meeting for conducting the audit of the cost
records maintained by the Company.
MAINTENANCE OF COST RECORDS
The Company has maintained the required cost records
as prescribed under Section 148(1) of the Companies
Act, 2013, read along with Companies (Cost Records
and Audit) Rules, 2014.
DIVIDEND
In order to strengthen the liquidity position of the
company, your board of directors has decided to utilize
the retained earnings towards funding of the capacity
addition. Hence, no dividend has been recommended
by the Board of Directors of the Company for Financial
Year 2024-25.
TRANSFER TO RESERVES
During the year under review, no amount was transferred
to the General Reserves of the Company.
DISRUPTION IN OPERATIONS
The production operations at the factory were
temporarily suspended from April 29, 2024 to May 23,
2024, on account of the disturbances caused by the
workers owing to the difference of opinion in computation
of VDA (Variable Dearness Allowance). The dispute was
resorted to Conciliation before Deputy Commissioner
of Labour (DCL), Kancheepuram. The parties arrived
at a settlement on May 23, 2024. Accordingly, the DCL
documented the settlement arrived between the parties
in writing.
The operations at the factory resumed effective May 24,
2024. As on date of this report, there is no material loss/
damage impacting the financial position of the company.
MATERIAL CHANGES AND COMMITMENTS
Apart from the changes in the Board of Director and Key
Managerial Personnel, there were no material changes
and commitments affecting the financial position of the
company which have occurred between the end of the
financial year of the company to which the financial
statements relate and the date of the report.
BOARD EVALUTION
The Board of Directors has carried out an annual
evaluation of its own performance, its Committees and
individual Directors including Independent Directors
pursuant to the requirements of the Act and the Listing
Regulations. Further, the Independent Directors, at their
exclusive meeting held on March 31, 2025, reviewed the
performance of the Board as a whole, its Chairman and
Non-Executive Directors and other items as stipulated
under the Listing Regulations.
PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES
In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the
names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said
rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, as amended, also form part of this Annual Report.
However, having regard to the provisions of second
proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information, is being sent to
all the members of the Company and others entitled
thereto. The said information is open for inspection
and any member interested in obtaining the same may
write to the Company Secretary and will be furnished
on request.
CORPORATE GOVERNANCE
Your Company is committed to good corporate
governance aligned with the best corporate practices. A
separate Report on Corporate Governance is provided
as a part of this Annual Report, besides the Management
Discussion and Analysis.
SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial
Standards issued by the Institute of the Company
Secretaries of India during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the Corporate Social Responsibility
('CSR') policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year under review are set out in Annexure - III of
this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014
including any statutory modifications/amendments
thereto for the time being in force. For other details
regarding the CSR Committee, please refer to the
Corporate Governance Report, which is a part of this
report.
Apart from the regulatory requirements, the company's
approach towards CSR is holistic and integrated with
the core business strategy for addressing social and
environmental impacts of business. The Company is
committed to undertake the CSR activities to address
the well-being of all stakeholders and not just the
company's shareholders.
FIXED DEPOSITS / PUBLIC DEPOSITS
Your Company has not accepted any fixed deposits
or Public Deposits covered under Chapter V of the
Companies Act, 2013 and, as such, no amount of
principal or interest was outstanding on the date of the
Balance Sheet.
INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of Internal
Financial Controls in place with reference to the financial
statements. Audit Committee periodically reviews the
Internal Financial Control and Risk Assessment System
of the Company. During the year, Internal Financial
Controls were tested and no material weaknesses in the
design or operating effectiveness were observed.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a "Vigil Mechanism (Ombuds &
Open Reporting Procedure)" to provide an avenue
to stakeholders, including employees and directors,
to report concerns related to any actual or potential
violation of law or violation of the Company's Code
of conduct. The mechanism provides for adequate
safeguards against victimization of Director(s) and
Employee(s) who avail the mechanism.
The Whistle Blower Policy is explained in corporate
governance report and also placed on the notice board
and the website of the Company at www.indo-tech.com
RISK MANAGEMENT FRAMEWORK
The Company has formulated a Risk Management policy
to identify, assess, monitor and mitigate various risks
to the Company. Identified risks and the mitigation
plans are discussed at the meetings of the Internal Risk
Management Committee, Audit Committee and the
Board of Directors of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information as prescribed under Section 134 of
the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014 is as follows:
A. CONSERVATION OF ENERGY
Your Company has constantly been emphasizing
optimization of energy consumption in every
possible area by implementing regular energy
audits to monitor consumption through Energy
Management Dashboard to enable precise
monitoring and optimization of energy consumption
across various Sub Power Panels. This data-driven
approach resulted in targeted interventions and
efficiency improvements such as:
a) Energy-Efficient Lighting within Factory
Premises: All streetlights within the
factory premises have been upgraded from
conventional 250W sodium vapour lamps
to energy-efficient 120W LED lights. This
initiative resulted in 5 % reduction in power
consumption, improved illumination quality,
and contributed to long-term cost savings.
b) Machinery Efficiency Enhancement:
Traditional electrical contractors in all winding 3:
machines were replaced with Variable
Frequency Drives (VFDs), contributing 3%
energy savings and enhanced operational
efficiency.
c) Fuel Optimization: The usage of furnace oil
was substituted with briquettes, resulting in
annual fuel cost savings of approximately 87
Lakh and enhancing overall environmental
sustainability.
d) Water Conservation: Recycled UF-treated
water from the Sewage Treatment Plant (STP)
is being utilized for toilet flushing purposes,
promoting water conservation and sustainable
resource management.
B. TECHNOLOGY ABSORPTION RESEARCH &
DEVELOPMENT
a) IoT-Based Oven Performance Monitoring:
Implementation of IoT-enabled temperature
monitoring system for DT ovens. This provides
real-time temperature data with hourly alerts
via email and SMS, ensuring optimization of
performance.
b) Transformer Oil Level Monitoring: Installation
of level transmitters with hooter alert system
on transformer oil tank to monitor oil levels
on real time, preventing overflow incident and
ensuring operational safety.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company's exposure to foreign currency risk at
the end of the reporting period mentioned in Note
30 to the financial statements for the year ended
March 31, 2025.
ANNUAL RETURN
As per provisions of Section 92 (3) of the Act read
with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended from time to
time, the copy of the Annual Return in the Form MGT-
7 is hosted on website of your Company at www.indo-
tech.com
REPORTING OF FRAUDS
During the year under review, the Internal Auditor,
Statutory Auditor, Cost Auditor and Secretarial Auditor
have not reported any instances of frauds committed in
the Company by its Officers or Employees to the Audit
Committee and / or Board under section 143(12) of the
Act.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS OF THE COMPANY
During the Financial Year under review, no regulator or
court has passed any significant and / or material orders
impacting the going concern status of the Company and
its future operations.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
Your Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Internal
Complaints Committee ("ICC") has been set up to redress
the complaints received regarding sexual harassment.
All employees are covered under this policy.
During the financial year 2024-25, there were no
cases reported under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.
STATEMENT ON COMPLIANCE OF MATERNITY
BENEFITS ACT, 1961
The company has complied with the provisions of
Maternity Benefits Act, 1961.
PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)
No application was made or any proceedings were
pending against the company under the Insolvency and
Bankruptcy Code, 2016 during the year.
OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions / events on these items during the year
under review:
a) Issue of equity shares with differential rights as to
dividend, voting or otherwise.
b) Issue of Shares (including Sweat Equity Shares) to
employees of the Company under any Scheme.
c) Voting rights which are not directly exercised
by the employees in respect of shares for the
subscription/ purchase of which loan was given by
the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Act).
d) There has been no change in the nature of business
of your Company.
e) The Company has not made any one-time
settlement for loans taken from the Banks or
Financial Institutions.
f) There was no revision of financial statements and
Board's Report.
SUBSIDIARY COMPANIES
As at March 31, 2025, there is no subsidiary company.
ACKNOWLEDGEMENTS
Your Directors express their appreciation of the
continued cooperation of Governments and Government
agencies, bankers, customers, suppliers and also
the valuable assistance and guidance received from
Shirdi Sai Electricals Limited and all the shareholders.
Your Directors also wish to thank all employees for
their contribution, support and continued cooperation
during the financial year and are deeply grateful to the
shareholders of the Company for the confidence and
faith.
For and on behalf of the Board of Directors
INDO-TECH TRANSFORMERS LIMITED
Sharat Chandra Kolla M. Purushothaman
Place: Kancheepuram Director Chief Executive Officer & Whole-Time Director
Date : July 04, 2025 DIN : 08851423 DIN : 11074837
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