To
The Members,
Your Directors are pleased to present the 34th Annual Report on the business
and operations of the Company along with the audited nancial statements for the nancial
year ended March 31, 2025.
FINANCIAL HIGHLIGHTS
Financial Highlights of the Company for the Year under review are as under
Particular |
Year ended 31st |
Year ended 31st |
(Rupees in 000's) |
March 2025 |
March 2024 |
| Turnover |
477,492.47 |
550,616.91 |
| Pro t/(Loss) before taxation |
58,164.53 |
53,712.69 |
| Income Tax Expense |
16,483.97 |
13,216.71 |
Pro t/(Loss) after tax |
43,794.58 |
41,507.10 |
| Transfer to General Reserve |
6,550.00 |
4,100.00 |
| Dividend on Equity Shares @ 10 percent (PY @ 5 percent) |
11,913.75 |
11,914.00 |
| Balance Carried to Balance Sheet2 |
25,330.83 |
25,493.35 |
STATE OF THE COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Highlights of the Company's performance for the year under review are as under (amounts
in Rs.000's)
Revenue decreased by 13.28% to Rs.477,492.47
Pro t before taxes increased by 8.29% to Rs. 58,164.53
Pro t after taxes (Net Pro t) increased by 5.51% to Rs.43,794.58
Earnings Per Share increased by 5.51% to 3.68
Your Company has done exceedingly well compared to previous year in terms of pro ts in
a year where revenue remained near to constant when compared to previous year.Net pro t
increased by 5.51% compared to previous year, which itself is quite encouraging since this
achievement comes at a time of dif cult market conditions due to various factors like
further depreciation of forex and weakening economy.
Your company continues to lay special focus on both the Business verticals viz., the
Commercial Industrial vertical (C/I) and the Retail vertical.
During the last one year your company has taken steps to strengthen the sales and
product teams for the new products which were added last year. This included Electronic
Price Labels, Digital Signage Solution and Smart Pad Locks.
We are pleased to inform you that your company has entered into an MOU with one of the
leading RFID Companies in Germany Syspro, for bringing their tested and proven RFID
Solutions to India. A senior level team from Syspro is expected to visit us in India
during the month of August to formulate a suitable techno commercial plan for
India. This visit will also be utilized for them to look at India as a suitable place
for manufacturing some of their Hardware in India so that it can minimize the costs as
well as be an opportunity for Adtech to export from India. Your Company has also laid
emphasis to increase export revenue. Exports of our products have commenced to countries
of UAE, Singapore, Malaysia and Sri Lanka.
DIVIDEND
Your Board of Directors at their meeting held on 24th May 2025, have
recommended a Dividend of 10 percent (Rs. 1 per equity share of Rs. 10 each) on the
11913750 fully paid up equity shares. Subject to approval by
Share Holders at the ensuing Annual General Meeting. If approved at the Annual General
Meeting, this will result in a cash out ow of Rs.11913.75 (in 000's) towards dividend
payment. Your directors recommend to approve the dividend payout.
As on 31st March 2025, an amount of Rs. 1294.74 (in 000's) is lying
in the Unpaid Dividend Accounts with State
Bank of India towards the dividend declared and paid but not claimed for the nancial
years from 2017-18 to 2023-24 as per details given in the notes on accounts.IThose
Shareholders who have not uncashed their dividend warrants are requested to immediately
approach the corporate of ce of the Company for revalidation/reissue of the dividend
warrants after which the warrants may be presented for payment. The unclaimed dividend up
to and including the year 2016-17 has been transferred to the Investor Education and
Protection Fund (the
Fund) set up by the Government of India and no payments shall be made in respect of any
such claims by the Company. Shareholders may approach and claim such transferred amounts
from the Funds by following prescribed procedure.
Shareholders holding physical share certi cates are once again reminded to update their
KYC details pursuant to SEBI Master Circular No SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated
May 07,2024 and to dematerialize physical securities. Pursuant to the aforementioned SEBI
Master Circular, shareholders holding physical share certi cates who have not updated
their KYC details, shall be eligible for any payment including Dividend in respect of
their folios, only through electronic mode with effect from 01st April 2024.
The Dividend payout for the year has been formulated keeping in mind the Company's
ability to pay sustainable dividends vis-a-vis the requirement of funds for running
business and the long-term objectives which are to be met by internal cash accruals.
AMOUNTS TRANSFERRED TO RESERVES
The Board of Directors have decided to transfer an amount of Rs. 6,550 (in
000's) to General Reserve out of the pro ts generated by the Company.
CHANGES IN SHARE CAPITAL AND RESERVES
The Capital and Reserves of the Company as on 31st March 2025 stood at Rs.518,852.10
(000's) as against that of Rs. 486,971.27 (in 000's) as on the corresponding day of
the previous year.
GENERAL INFORMATION
Your Directors also state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review
Disclosure regarding Issue of Equity Shares with differential rights as stated in Rule
4(4) of Companies (Share Capital and Debenture Rules, 2014)
Details relating to Deposits covered under Chapter V of the Companies Act, 2013
Disclosure regarding issue of Employee Stock Options as stated in Rule 12(9) of
Companies (Share Capital and Debenture Rules, 2014)
Disclosure regarding issue of Sweat Equity Shares as speci ed in Rule 8 (13) of
Companies (Share Capital and Debenture Rules, Disclosure regarding issue of Sweat
Equity Shares as speci ed in Rule 8 (13) of Companies (Share Capitaland Debenture Rules,
2014)
Receipt of Commission or Remuneration by the Managing Director or the Whole-time
Directors of the
Company from Subsidiaries, since the Company does not have any subsidiary.
No signi cant or material order which impact the going concern status and Company's
operations in future were passed by the Regulators or Courts or Tribunals.
Extract of Annual Return, in format MGT-9, for the Financial Year 2024-2025 is annexed
to the Board's report as Annexure B.
WORKING CAPITAL
The Company has been sanctioned Cash Credit facility to the tune of Rs. 150000(in
000's) by M/s State Bank of India, SME Branch-Trivandrum out of which an amount of Rs. Nil
(in 000's) has been availed as on 31st March 2025.
CORPORATE GOVERNANCE
Detailed report on Corporate Governance along with certi cate on Corporate Governance
from Secretarial
Auditors is forming part of this Report.
The Company has complied with applicable Secretarial Standards issued by Institute of
Company Secretaries of India with regard of conduct of meetings of Board Committees, Board
of Directors and General Meeting of
Shareholders.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
The Management Discussion and Analysis Report for the year under review is forming part
of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal control systems and their adequacy are included in
the Management Discussion and Analysis Report, which forms part of this report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company has 11 women employees in various cadres as on 31st March 2025. Your
Company has zero tolerance towards sexual harassment at the work place. The Company has
constituted an Internal Complaint Committee in line and in compliance with the
requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Your Directors further state that during the year under review, there were no cases led
pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors state that –
1. In the preparation of annual accounts for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III to
the Companies Act 2013, have been followed and there are no material departures from
the same;
2. The Directors have selected such accounting policies and have 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 as on March 31, 2025 and
of the pro t of the Company for the year ended on that date;
3. The Directors have taken proper and suf cient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the annual accounts on a ‘going concern' basis;
5. The Directors have laid down internal nancial controls to be followed by the Company
and that such internal nancial controls are adequate and are operating effectively; and
6. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
BOARD MEETINGS
During the Financial year 2024-25, 5 meetings of the Board of Directors were held on
the following dates: 24th May 2024, 14th August 2024, 14th
November 2024, 11th December 2024 and 14th February 2025.
Attendance of Directors at each meeting of Board of Directors are as follows:
Date of MeetingName of Director |
24 May 2024 |
14 Aug 2024 |
14 Nov 2024 |
11 Dec 2024 |
14 Feb 2025 |
Total Number of Meetings Attended |
| M. R. Subramonian |
Yes |
Yes |
Yes |
Yes |
Yes |
5 |
| M. R. Narayanan |
Yes |
Yes |
Yes |
Yes |
Yes |
5 |
| M. R. Krishnan |
Yes |
Yes |
Yes |
Yes |
Yes |
5 |
| *N. Suresh |
Yes |
Yes |
NA |
NA |
NA |
2 |
| *K. Manmathan Nair |
Yes |
Yes |
NA |
NA |
NA |
2 |
| *P. K. Anandavally |
Yes |
Yes |
NA |
NA |
NA |
2 |
| Ammal |
|
|
|
|
|
|
| Harikrishnan R Nair |
Yes |
Yes |
Yes |
Yes |
Yes |
5 |
| Dr. Ayyappan. M |
Yes |
Yes |
Yes |
Yes |
Yes |
5 |
| Suresh T Viswanathan |
Yes |
Yes |
Yes |
Yes |
Yes |
4 |
| #Suma Sankaran |
NA |
NA |
Yes |
Yes |
Yes |
3 |
* retired on 23rd September 2024 upon completion of tenure # appointed
as Independent Director effective 24th September 2024
RELATED PARTY - CONTRACTS AND ARRANGEMENTS
All contracts/arrangements/transactions with related parties entered into by the
Company during the nancial year were in the ordinary course of business and are on arm's
length. During the year, the Company had not entered into any
contracts/arrangements/transactions with related parties which could be considered
material. All related party transactions were at arm's length and in the ordinary course
of business and conforming to the requirements of Companies Act, 2013. Omnibus approval is
taken from the Board of Directors and Audit Committee for approval of transactions which
are of a repetitive nature. Details of contracts/arrangements/transactions with related
parties entered into by the
Company in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013,
read with rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure
-C.
The Policy for determining material related party transactions has been disclosed on
the website of the Company, and can be accessed at https://adtechindia.com/wp-content/uploads/2025/05/Policy-on-Related-
Party-Transactions-2025-26.pdf
LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the nancial year 2024-25, the Company has renewed the inter corporate deposit
with MPG Hotels and Infrastructure Ventures Private Limited for an amount of Rs 400 lakhs
which carry an interest rate of 7 percent per annum payable monthly for a period of 6
months and for an amount of Rs. 100 lakhs which carry an interest percent of 9 percent per
annum payable monthly for a period of one year.
The investment is made in the ordinary course of business with the view to investing
surplus funds of the
Company to get the maximum returns. Other than the above, the Company has not given any
loans, guarantees or investments under Section 186 to any party during the period under
review.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are
as under:
A. Conservation of Energy.
The business of the Company is not power intensive, being an electronic equipment
integration unit.
Even then, the Company continues to accord high priority to conservation of Energy.
Systems are in force to closely monitor energy usage.
B. Technology Absorption, Research & Development.
The Company has ef cient R & D department which closely observes and suggests cost
effective changes in components for integration of Access Control Systems.
C. Foreign exchange earnings and outgo. i.Earnings in Foreign Currency
Head of Earnings |
2024-25 in Rs |
2023-24 in Rs |
|
000's |
000's |
| Export Sales |
2,552.45 |
1,216.51 |
| Sales Incentives on Direct orders |
6,166.10 |
2,746.36 |
| placed oversees principals |
|
|
ii. Expenditure in Foreign Currency |
|
|
Head of Expenditure |
2024-25 in Rs 000's |
2023-24 in Rs 000's |
| Foreign Travel Expenses |
2,203.34 |
760.95 |
| I mport Purchases |
96,852.34 |
136,041.72 |
EMPLOYEES AND EMPLOYEE RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there are no employees of the Company drawing remuneration in
excess of the limits set out in the said rules.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in
Annexure D.
POLICY FOR DETERMINING MATERIAL SUBSIDIARY
The Policy for determining material subsidiaries, has been disclosed on the website of
the Company and can be accessed at
https://adtechindia.com/wp-content/uploads/2023/02/Policy-for-determining-material-subsidiaries.pdf.
Your Company does not have any subsidiaries, joint ventures or associates and there are
no details to be disclosed.
RISK MANAGEMENT POLICY
Your Company has constituted a Risk Management Committee comprising of the Managing
Director, Executive Director, Company Secretary, Chief Financial Of cer and Head of
Marketing and which assists the Board of Directors in overseeing and approving the
Company's enterprise risk management framework and to be in a constant watch mode so as to
identify all risks that the Organization faces viz. nancial, strategic, market, liquidity,
security, property, legal and regulatory. There is a constant process of management and
reporting of principal risks and uncertainties in the Company.
By having transparent policies and system of reporting rmly in place, the elements of
risks are identi ed at earlier stages which enables the Organization to control the
effects. Risk management committee is fully in sync with the Audit Committee and with the
Internal Control and Internal Audit teams with the aim of early identi cation of risks.
The Board believes that effective control of internal activities and procedures will
mitigate the chances of risks from within the organization which is achieved by laying of
procedures and codes of conduct and by constant interaction with employees and other stake
holders of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal nancial controls with reference to nancial
statements. During the nancial year, such controls were tested during the quarterly
internal audit process and no material weakness in the design or operation were observed.
Internal Auditors M/s Roy Varghese and Associates, a reputed audit team con rms that the
activities are in compliance with the Companies policies and that no material deviations
were detected. Internal Auditors review systems and operations of the Company and ensure
that the Company is functioning within the limits of all applicable statutes. Any internal
control weaknesses, non-compliance with statutes and suggestions on improvement of
existing practices form part of internal audit report. The Audit committee reviews the
internal audit report and compliance report and ensures that the observations pointed out
in these reports are addressed in a timely and structured manner by the Management. The
Internal Audit report is also reviewed by the Statutory Auditors.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the highest standards of ethical, moral and legal conduct
of business operations and in order to maintain these standards. The Company encourages
its employees who have genuine concerns about suspected misconduct to come forward and
express those concerns without fear of punishment or unfair treatment. The Company has a
proper vigil mechanism and whistle blower policy in place pursuant to Section 177(9)
and 177(10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv)
and 34(3) read with Para 10 of part C of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The mechanism also
provides for adequate safeguards against victimization of Directors and employees who
avail the mechanism and also provides for direct access to the Chairman of the Audit
Committee in special cases. The said policy is available in the website of the Company
www.adtechindia.com
LISTING WITH STOCK EXCHANGES
Equity Shares of your Company are listed with Metropolitan Stock Exchange of India
Limited, Mumbai and with BSE Limited, Mumbai (with effect from 19th June 2024). Scrip
Code/ID assigned to your Company in MSEI Ltd is ADTECH and that in BSE Ltd is 544185.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, as per provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Shri. M.R. Narayanan, Non-Executive Director (DIN
00044926) of the Company, retires by rotation at the ensuing Annual General Meeting and
being eligible, offers his candidature for reappointment as a Director. The Board of
Directors at their meeting held on 14th August 2025 has proposed the
re-appointment of Shri M. R. Narayanan at the ensuing Annual General Meeting of the
Company. The Board is of the opinion that Shri M.R. Narayanan possesses the requisite
knowledge, skills, expertise and experience to contribute to the growth of the Company.
Shri. M.R.Narayanan has consented to and is not disquali ed from being re-appointed as
Director in terms of Section 164 of the Companies Act, 2013 read with applicable rules
made thereunder. He is not debarred from holding the of ce of Director by virtue of any
order issued by SEBI or any other such authority. Pro le and other information of Shri. M
R Narayanan as required under Regulation 36 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2
are given in the Notice of the 34th AGM of the Company. The above proposal for
re-appointment forms part of the Notice of the 34th AGM and the relevant
resolution is recommended for approval by the Members of the Company.
The Board of your Company consists of seven directors as on the date of this report as
follows:
Name of Director |
Category |
| Shri. M. R. Subramonian, Managing Director |
|
|
Executive Directors |
| Shri. M. R. Krishnan, Executive Director |
|
| Shri. M. R Narayanan, Chairman |
Non-Executive Non-Independent Director |
| Dr. Ayyappan. M |
|
| Shri. Suresh T. Viswanathan |
|
| Shri. Harikrishnan R. Nair |
|
|
Non-Executive Independent Directors |
| Ms Suma Sankaran |
|
Company. The Company is immensely bene tted by the range of experience and skills that
the Directors bring to the Board. The composition of the Board is as per the Companies
Act, 2013 and the SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel during the year 2024-25:
Pursuant to Section 149 of the Companies Act, 2013 read with Companies (Appointment and
Quali cation of Directors) Rules, 2014 and applicable provisions of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015 , following Non-Executive
Independent Directors have completed their second term of 5 years and their tenure as
Non-Executive Independent Directors of the Company on 23rd September 2024.
1. Shri N Suresh
2. Shri K Manmathan Nair
3. Smt P.K.Anandavally Ammal
Your Board of Directors places on record its appreciation for the vision, guidance and
professional advice rendered by the retiring Directors during their 10 year tenure as
Non-Executive Independent Directors of the Company
Based on the recommendation by the Board and by the Nomination and Remuneration
Committee, Ms Suma
Sankaran (DIN 10730509) was appointed as the Independent Woman Director for a period of
5 years with effect from 23rd September 2024, at the 33rd Annual
General Meeting.
The Company has received necessary declarations from all the four Independent Directors
con rming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and under the
SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 with Stock
Exchanges.
During the year under review, there has been no change in Key Managerial Personnel of
the company.
Following persons are the Key Managerial Persons of the Company as recorded by the
Board:
1. Shri. M. R. Subramonian |
- |
Managing Director |
2. Shri. S. Balamurali |
- |
Company Secretary & Compliance Of cer. |
3. Shri. P. Vinaya Chand |
- |
Chief Financial Of cer. |
WOMAN DIRECTOR
Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation17
(1) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the
Company shall have at least one Woman Director on the Board and accordingly, Ms Suma
Sankaran (DIN 10730509) was appointed as Independent Woman Director with effect from 24th
September 2024 for a period of 5 years, at the 33rd AGM of the Company. She
succeeds Smt. P.K Anandavally Ammal as Woman Director who retired having completed 10
years of invaluable service to the
Company. Your Board places on record, appreciation for the vision, guidance and
professional advice rendered by Smt P K Anandavally Ammal during her 10 year tenure as
Independent and Woman Director of the Company.
DECLARATION BY INDEPENDENT DIRECTOR
Declaration by Independent Director(s) and Re-Appointment, if any:
The Company has four Independent Directors on the Board. The Company has received
declaration from each Independent Director of the Company under Section 149(7) of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, on 24th May 2025 that they meet the
criteria of independence as laid down in Section 149(6) of the Companies Act, 2013
and subsequently the same was placed at the Board Meeting held on 24th May 2025
A declaration by the Managing Director con rming receipt of this declaration from
Independent Directors is annexed to this report as Annexure A.
POLICY ON DIRECTOR'S APPOINTMENT
The Company's Policy on Director's Appointment and other matters as provided under Section
178(1) and 178 (3) of the Companies Act, 2013 are as under -The Company has formulated
a familiarization programme for its Directors which gives proper guidance into the history
of the Company, its promoters, performance of the Company over the previous years,
products and services dealt with by the Company, its Auditors and the top management.
During the year 2024-25, the Company had conducted a refresher programme for its
Independent Directors.
The same has been posted on the website of the Company and can be accessed at
https://adtechindia.com/
wp-content/uploads/2025/04/Familiarization-Programme-for-Independent-Directors-for-FY-2024-25.pdf
Policy for bringing diversity to the Board includes the following
1. Diversity is ensured through consideration of a number of factors including but not
limited to skills, specialization and industry experience. Factors based on the business
model and speci c needs from time to time are also considered.
2. The Nomination and Remuneration Committee shall drive the process for Board
appointment and for identifying and nominating, for approval of the Board, candidates for
appointment to the Board.
3. Bene ts of experience/knowledge in the areas relevant to the Company continue to in
uence succession planning and continue to be the key criteria for the search and
nomination of Directors to the Board.
4. Board appointments are purely based on merit, having due regard to for the bene ts
of diversity on the Board.
NOMINATION AND REMUNERATION COMMITTEE & POLICIES
The Board had constituted a Nomination and Remuneration Committee on 14th August
2014 pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI
(Listing Obligation and Disclosure Requirement) Regulations, 2015.
The Committee had met twice during the nancial year on 29th April 2024 and
on 14th August 2024. All the committee members attended both the meetings.
The composition of the Nomination and Remuneration Committee is as under.
Name of the Members |
|
| Shri. Suresh Viswanathan |
Chairman |
| Shri. M. R. Narayanan |
Member |
| Shri. Harikrishnan R. Nair |
Member |
Pursuant to the provisions of Section 178 and 134 (3(e) and Rule 8 (4) of the
Companies (Accounts) Rules, 2014, Companies Act, 2013 and the SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Committee was constituted with the
following terms of reference.
- Formulation of criteria for determining quali cations, positive attributes and
independence of a Director and recommend to the Board a policy, relating to remuneration
of Directors, Key Managerial Personnel and other employees.
- Formulation of criteria for evaluation of Directors, Chairman, Managing Director and
Executive Director,
Board as a whole and various Committees of the Board. Based on the recommendations of
the Committee, the said Policy on Nomination and Remuneration and Evaluation of Directors
was adopted by the Board.
- Identifying persons who are quali ed to become Directors and who may be appointed in
Senior Management positions in accordance with the criteria laid down.
The Committee has adopted the following criteria for selection of Members on the Board
of Directors of the
Company and also the candidates eligible to be appointed in the Senior Management of
the Company –(i) Criteria for Selection of Directors
Before making a recommendation to the Board for appointment of any Director, the
Committee shall ensure that a) The candidate possesses appropriate skills experience and
knowledge in one or more elds of managerial/ business/ administrative/ legal/ nance quali
cations and experience over two decades; b) The candidate shall be free from any disquali
cation as provided under Sections 164 and 167 of the Companies Act, 2013; c) In the
case of appointment of an Independent Director, the candidate meets the conditions of
being independent as stipulated under Companies Act, 2013 and the SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015. d) The candidate also
complies with the "Fit and Proper" criteria as laid down by the policy of the
Company.
(ii) Criteria for Selection of Senior Management Personnel
The term Senior Management shall have the same meaning as provided under the
explanation to Section178 of the Companies Act, 2013
The Committee shall, before making any recommendation to the Board for appointment,
should ensure that the candidate has the attributes set forth below a) The candidate
should have a minimum experience of 10 years in any of the areas viz. electronic security
related, nancial management, legal, sales, marketing, procurement, research, technical
operations or such other areas which in the opinion of the Committee are relevant for the
Company's business; and b) The candidate should possess qualities that demonstrate
leadership skills, effective communication skills, hard work, commitment and such other
attributes which in the opinion of the Committee are in the interest of the Company.
The Committee makes its recommendation to the Board if it nds that a candidate meets
the criteria for appointment.
The Board of Directors has carried out an annual evaluation of its own performance, its
Committees and individual Directors pursuant to the provisions of Section 178(3) of the
Companies Act, 2013. All the Directors have provided inputs to the questionnaire
seeking information on criteria such as Board Composition and structure, Board Processes
and procedures, effectiveness of the Board, etc.
The Board and Nomination and Remuneration Committee reviewed the performance of the
individual Directors inter-alia, on the basis of understanding and knowledge of the market
in which the Company is operating, ability to appreciate the working of the Company and
the challenges it faces, attendance to meetings, extend of participation and involvement
in the meetings and ability to convey one's views and exibility to work with others. The
performance of the Committees was evaluated by the based on the composition of the
Committees, effectiveness of the Committee meetings with respect to the terms of reference
and conduct of the meetings and the procedures followed.
Separate meeting of Independent Directors was conducted during the year, to review the
performance of the Board as a whole, performance of Non-Independent Director and Chairman
and assess the quality, quantity, and timelines of ow of information from the Management
to the Board of Directors.
REMUNERATION POLICY
The Committee has formulated policies on remuneration of Directors, KMP and other
employees, features of the same are under –
Remuneration of Managing Director and Executive Director:
Committee takes into consideration the performance of the Company, the ability to lead
the team, past remuneration, the comparative remuneration pro le in the industry subject
to the condition that overall remuneration shall be in accordance and within the limits
stipulated under the Companies Act, 2013.
Remuneration to Non-Executive Directors:
Remuneration to Non-Executive Director is paid subject to the limits stipulated under
the Companies Act, 2013 and based on level of participation in the affairs of the Company.
Remuneration to Independent Directors is restricted to sitting fees for attending
meetings of the Board of Directors.
The Company does not at present have a provision of stock options.
Remuneration of Senior Management Personnel and KMP:
The Remuneration of the Senior Management Personnel and KMP shall be in accordance with
the Policy of the
Company as is applicable to the employees. Performance of the business/function under
his control is also considered while deciding remuneration.
Details of remuneration paid to Directors and KMP are mentioned elsewhere in this
report.
AUDIT COMMITTEE
The Audit committee consists of two Non-Executive Independent Directors, one of whom is
the Chairman, and the Managing Director. All the members of the Committee possess
accounting or related nancial management expertise. The Committee had met ve times during
the nancial year 2024-25 on the dates 24th May 2024, 14th August
2024, 14th November 2024,11th December 2024 and 14th
February 2025 in which meetings, all the members were present.
Composition of the Audit Committee is as follows:
Name of the Members |
| Shri. Harikrishnan R. Nair |
Chairman |
| Shri. M. R. Subramonian |
Member |
| Dr. Ayyappan M |
Member |
The terms of reference of Audit committee in accordance with Section 177(4) of the
Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015 are as under -
1. The recommendation for appointment, remuneration and terms of appointment of
auditors of the Company;
2. Review and monitor the auditor's independence and performance, and effectiveness of
audit process and discussions thereon;
3. Examination of the nancial statement and the auditor's report thereon;
4. Approval or any subsequent modi cation of transactions of the company with related
parties;
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the Company;
7. Evaluation of internal nancial controls and risk management systems;
8. Monitoring the end use of funds raised through public offers and or debt;
9. Discussion with Internal auditors of any signi cant ndings and follow up thereon;
10. To review the functions of Whistle Blower mechanism;
11. To carry out such other functions as may be referred to it.
There was no situation where the Board has not accepted the recommendation of the Audit
Committee.
The Company has in place a Code of Conduct intended to focus the Board and Senior
Management on areas of ethical risk, provide guidance to Directors and Senior Management
to help them recognize and deal with ethical issues, provide mechanisms to report
unethical conduct.
The Company has also in place a Code of Conduct for Prevention of Insider Trading for
its designated Persons, in compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015. The code advises them on the procedures to be followed and disclosures
to be made, while dealing in shares of the Company and cautioning them of the consequences
of violations. The Code of Conduct for Directors, Senior Management and Designated
Employees is placed in the website of the Company. Trading in Shares of the Company has
started in BSE Limited since listing of equity shares of the Company in BSE Ltd on 19th
June 2024.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
Stakeholders' Relationship Committee was constituted pursuant to Section 178(5) of
the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
During the year 2024-25, The Committee met twice during the nancial year on 11th
December 2024 and on 15th March 2025. All the committee members attended the
meetings.
The Stakeholders' Relationship Committee comprises of the following directors:
Name of the Members |
|
| Shri. M. R. Narayanan |
Chairman |
| Shri. Harikrishnan R. Nair |
Member |
| Shri. M. R. Subramonian |
Member |
The Company Secretary acts as the secretary of the Stakeholders' Relationship
Committee. The terms of reference, powers and scope of the Stakeholders' Relationship
Committee include:
(i) To look into the redressal of grievances of shareholders, debenture holders and
other security holders; (ii) To investigate complaints relating to allotment of shares,
approval of transfer or transmission of shares; (iii) To consider and resolve the
grievances of the security holders of the company including complaints related to transfer
of shares, non-receipt of balance sheet, non-receipt of declared dividends; and The
Company has a designated email id balamuralis@adtechindia.in for handling investor
complaints on which investors can lodge their complaints. The Company has in place an
investor grievance redressal policy for the redressal of investor complaints in a timely
manner.
Mr. S. Balamurali, Company Secretary is the Compliance Of cer of the Company. He
reviews the investor complaints on a fortnightly basis to nd out whether the grievance has
been resolved within the time speci ed the Investor Grievance Redressal Policy of the
Company.
There are no shares lying in the demat suspense account or in the unclaimed suspense
account of the Company due to which no disclosures are there to be made in this regard.
STATUTORY AUDITORS
M/s Mahesh V & CO, Chartered Accountants (Firm Registration Number 019108S) (PRC No
018894),Plot No 21,
2nd Floor, Rukmani Nagar, Main Road, Perumbakkam, Chennai 600 100, were
appointed as Statutory Auditors of the
Company to ll up the casual vacancy caused by the resignation of M/s Mahadev & Co,
Chartered Accountants, New No. 23, Old No. 12 ,1st Floor, Murali Street, Mahalingapuram,
Chennai, 600 034 (Firm Reg. No 001924S) who resigned due to continued ill health. M/s
Mahesh V and CO, Chartered Accountants will hold of ce till conclusion of the 34th
Annual General Meeting. The Board of Directors, on the recommendation of the Audit
Committee, has recommended to the members, the appointment of M/s Mahesh V & Co,
Chartered Accountants as the Statutory Auditors of the Company for a period of ve years
from the conclusion of 34th AGM, details of which are in the notice calling the 34th
Annual General Meeting.
There has been no frauds reported as per the internal control system prevalent in the
company or by the Auditors during the Financial Year ended 31st March, 2025.
AUDITOR'S REPORT
There are no quali cations or adverse remarks mentioned in the Auditors Report for the
nancial year 2024-25. The notes on accounts forming part of nancial statements are
self-explanatory.
SECRETARIAL AUDIT REPORT
Secretarial Auditor's Report for the nancial year 2024-25 as provided by M/s Sajee
& Associates, Company Secretaries, Sreesankaram, First Floor, TC 83/211-2, Opp.
Kaithamukku PO, Athani Lane, Trivandrum, 695 024 is annexed to this report.
There are no quali cations or adverse remarks mentioned in the Auditors Report for the
nancial year 2024-25.
The Board of Directors of the Company at its meeting held on 24th May 2025,
based on the recommendation of the Audit Committee, after evaluating and considering
various factors like experience, competency of the audit team, ef ciency in conduct of
Audit and independence, has recommended to the members of the Company, the appointment of
M/s Sajee & Associates ,Company Secretaries (CP No 12772) as Secretarial Auditors of
the Company for a term of ve consecutive years commencing from FY 2025-26 in terms of in
terms of the amended Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI LODR,2015) vide SEBI Noti cation dated December 12,
2024 and provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
100 percent of promoter and promoter group shareholdings are in dematerialized mode.
Details of remuneration and other particulars required under Section 197(12) of the
Companies Act read with relevant rules are given as Annexure III.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Your Company has always believed in Social Responsibility and has been supporting the
cause in a reasonable manner. The Company had taken up various activities in line with the
business and requirements of the society in the locality in earlier years. The brief
outline of the CSR Policy of the Company and the initiatives undertaken by the Company on
CSR activities during the earlier years are set out in Annexure E to this report in the
format prescribed in the Companies (Accounts) Rules, 2014. The policy is available
in the website of the Company.
During the nancial year 2024-25, The Committee met once on 15th March 2025in which
meeting, all the members were present.
The composition and other details of the CSR Committee is detailed here under:
Name of the Members |
|
| Shri. Harikrishnan R. Nair |
Chairman |
| Shri. M. R. Subramonian |
Member |
| Ms. Suma Sankaran |
Member |
Pursuant to provisions of Section 135 of the Companies Act, the Company has to
spend an amount of at least 2 percent of the average net pro ts of the Company made during
the three immediately preceding nancial years calculated in accordance with the provisions
of Section 198 on CSR activities.
During the year under review, the Company was not required to spend any amount towards
CSR as its net pro t for immediately preceding previous year was less than Rs 5 Crores.
ACKNOWLEDGMENTS
The Directors sincerely acknowledge the contribution and support from Customers,
Shareholders, Bankers,
Vendors, Business Associates and various Government as well as Regulatory Agencies for
their valuable support for the Company's growth. Your Directors also wish to place on
record their appreciation of the contribution by the employees whose dedication, hard work
and commitment enables the Company to sustain growth.
For and on behalf of the Board of Directors
Place: Trivandrum Sd/-Date: 14th August 2025 M. R. Narayanan
Chairman
|