Your Directors have the pleasure in presenting the Thirty-Fifth (35th ) Annual Report of your Company together with theAudited Standalone & Consolidated Financial Statements for the Financial Year ended March 31, 2025.
The attached Financial Statements for the year ended March 31, 2025, have been prepared in accordance with IndianAccounting Standards (Ind AS) consequent to the Notification of the Companies (Indian Accounting Standards)Rules, 2015 issued by the Ministry of Corporate Affairs. The Standalone and Consolidated financial statements of theCompany, forming part of the Annual Report, have been prepared and presented in accordance with all the materialaspects of the Indian Accounting Standards (‘Ind AS') as notified under section 133 of the Companies Act 2013 readwith the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (‘MCA')) and relevantamendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").
(' in lakhs)
Consolidated
Standalone
Particulars
FY 2024-25
FY 2023-24
Revenues
15,370.31
11,651.11
13,130.18
10,479.98
Total Expenditure
13,332.44
9651.22
11,718.73
8,872.76
Profit before Tax
2,037.87
1,999.89
1,411.45
1,607.22
Tax Expense
405.55
436.26
340.54
409.77
Profit after tax
1,632.31
1563.63
1,070.91
1,197.45
Earnings per equity share
Basic EPS (Face Value ' 2/- each)
7.00
6.66
4.59
5.10
Diluted EPS (Face Value ' 2/- each)
6.90
6.63
4.53
5.08
Your Company, during the year under review, earned total revenue of ' 13,130.18 against ' 10,479.98 lakhs over theprevious year. The profit before tax was ' 1,411.45 lakhs as against ' 1,607.22 lakhs in the previous year. The profit aftertax for the current year is ' 1,070.91 lakhs against ' 1,197.45 lakhs in the previous year.
The Consolidated Financial Statements of the Company and its subsidiaries for FY 2024-25 are prepared in compliancewith the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well asin accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards)Rules, 2015. The Audited Consolidated Financial Statements, together with the Auditor's Report thereon, forms part ofthis Annual Report.
Your Company, during the year under review, earned total revenue of ' 15,370.31 lakhs, against ' 11,651.11 lakhs over theprevious year. The profit before tax was ' 2,037.87 lakhs as against ' 1,999.89 lakhs in the previous year. The profitafter tax for the current year is ' 1,632.31 lakhs against ' 1,563.63 lakhs in the previous year.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated FinancialStatements, along with relevant documents and separate annual accounts in respect of subsidiaries, are available onthe website of the Company. The annual accounts of the subsidiaries and related detailed information will be madeavailable to investors seeking information till the date of the AGM.
Your Company has complied with all the Acts, Rules, Regulations, and Guidelines issued/prescribed by the SecuritiesExchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, and other statutory authorities.
Your directors do not propose to transfer any amount to general reserves for the financial year ended March 31, 2025.
Your Company always believes in striving hard in achieving excellence with adhering best practices in InvestorRelations while maintaining a relationship with Analysts and Investors.
In the Financial Year 2024-25, your Company has increased its interaction with investors through quarterly investor callsvia audio conferencing. The management, including the Managing Director, Whole-Time Directors, and Chief FinancialOfficer, has communicated extensively with investors and Analysts and strives to continue this communication evenbetter in the coming years.
Your Directors have pleasure in recommending a dividend of 50% i.e. ' 1.00/- per equity share of face value of ' 2/-each for the financial year ended March 31, 2025, at their meeting held on May 16, 2025, amounting to '235.16 lakhs.The dividend payout is subject to approval of members at the ensuing Annual General Meeting.
The Register of Members and Share Transfer Books will remain closed from Wednesday, September 23, 2025, toTuesday, September 30, 2025 (both days inclusive) for the purpose of payment of dividend for the financial year endedMarch 31, 2025.
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a DividendDistribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies ofthe Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and hostedon the website of the Company at https://in10stech.com/investors/
As at 31st March, 2025, the total paid up Share capital of the Company is ' 4,70,32,398 /- divided into 23,516,199 EquityShares of ' 2/- each.
During the financial year, the Company raised funds for the allotment of 48,750 (Forty-Eight Thousand Seven HundredFifty) equity shares of '2/- (Rupees Two only) each under the ESOP Scheme A 2009 and the ESOP Scheme 2005.The saidissue and allotment are in accordance with the (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.
The Company has shifted its Registered Office within the local limits of the city from A1, Vikrampuri, Secunderabad,Telangana 500009, India to Unit # 01, The Headquarters, 10th Floor, Wing B, Orbit by Auro Realty, Knowledge City,Raidurg, Lingampalli, K.V.Rangareddy, Serilingampally, Telangana, India, 500019. All the required e-forms have beenduly filed with the Ministry of Corporate Affairs (MCA).
Your Company has not accepted any deposits from the Directors/ Shareholders/Public and as such falling within theambit of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules,2014, during the year under review and hence there are no unpaid/unclaimed deposits nor amount of principal orinterest on public deposits was outstanding as on the Balance Sheet date.
The Company has not bought back any of its securities, and there was no disinvestment during the Financial Yearended March 31, 2025.
Details of loans, guarantees, and investments covered under the provisions of Section 186 of the Act are given in thenotes to the Financial Statements.
The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013and rules and SEBI Listing Regulations made thereof as amended from time to time and as per the Related PartyTransaction (RPT) policy of the Company, during the financial year ended March 31, 2025, in prescribed Form AOC-2 isannexed to this Board's Report (Annexure-I).
Further, there are no materially significant related party transactions during the year under review with Promoters,Directors, Key Managerial Personnel's, and their relatives, which may have a potential conflict with interest of thecompany at large. The related party transactions were placed before the audit committee and also with the Boardat their respective meetings for approval. All related party transactions entered during the year were in the ordinarycourse of business and at arm's length basis. Details of the related party transactions during the year are part of thefinancial statements forming part of this Annual Report.
The Company has formulated a Policy on Related Party Transactions and the manner of dealing with related partytransactions, which is available on the Company's website at https://www.in10stech.com/Investors. Further, incompliance with Regulation 23(9) of SEBI (LODR), details of related party transactions are submitted on a half-yearlybasis to the Stock Exchanges and hosted on the Company's website.
There have been no material changes and commitments, which affect the financial position of the Company, thathave occurred between the end of the financial year to which the financial statements relate and the date of thisreport.
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your Directors confirm as under:
i. In the preparation of the annual accounts (Standalone & Consolidated) for the financial year 2024-25, theapplicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013have been followed, and there are no material departures from the same.
ii. The Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of yourCompany at the end of the financial year 2024-25 and the Profit of the Company for the year under review.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a ‘going concern' basis.
v. The Directors have laid down internal financial controls to be followed by the company, and that such internalfinancial controls are adequate and operating effectively.
vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, andthat such systems were adequate and operating effectively.
vii. The Directors further confirm that during the year under review, there were no instances of fraud reported by theAuditors under Section 143(12) of the Companies Act, 2013.
ha nTir*i ii a no
As at March 31
PARTICULARS
2025
2024
Market Capitalisation (' in Crores)
213.74
270.11
Note: Data based on share prices quoted on BSE. A comparative analysis of the Company's share price movement with the BSESensex/NSE Nifty is provided in the Corporate Governance Report.
In compliance with Regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015, as amended from time to time, the Management's Discussion and Analysis isprovided in a separate section and forms an integral part of this Report.
In compliance with Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Business Responsibility and Sustainability Report (BRSR) also forms part of this Annual Report and is hosted onthe Company's website.
There was no revision of the financial statements and Board Report of the Company during the year under review.BUSINESS DESCRIPTION
The Company has 3 (three) Wholly Owned Subsidiary Company(ies) (WOS):
a. “Intense Technologies FZE" in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E).
b. “Intense Technologies INC" in Miami, Florida, United States of America (USA).
c. “Intense Technologies UK Limited" in 200 Brook Drive, Green Park, Reading RG2 6UB, United Kingdom (UK).
The performance and financial position of the subsidiary companies included in the consolidated financial statementis provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules,2014 containing the salient features of the financial statement of Company's subsidiary companies in Form AOC - 1in “Annexure II" to this report.
The Company's Policy on determining material subsidiaries, as approved by the Board, is uploaded on the Company'swebsite at https://www.in10stech.com/Investors
There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013(“Act"), and during the financial year under review, your Company has not added/removed any joint ventures orassociate companies.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including theconsolidated financial statements and related information of the Company and audited accounts of its wholly-ownedSubsidiary, are available on the website of your Company, www.in10stech.com. These documents will also be availablefor inspection during the business hours of the Company at its registered office in Unit #01, The Headquarters, 10thFloor, Wing B, Orbit by Auro Realty, Knowledge City, Raidurg, Ranga Reddy, Hyderabad-500019, India.
The company places strong emphasis on Research and Development (R&D), which is a cornerstone of its productinnovation and growth strategy. All AI models, algorithms, and core technologies are developed in-house by our expertR&D team, which stays at the forefront of advancements in artificial intelligence, machine learning, and industry bestpractices.
At a meeting held on 17th May, 2024, the Board of Directors approved the formulation of an Employee Stock OptionScheme viz. Intense Employee Stock Option Scheme 2024 (“Intense ESOP 2024" or “Scheme") in terms of the
Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (SEBISBEB and SE Regulations). The Board mandated the Nomination and Remuneration Committee to implement andadminister the Intense ESOP 2024. The Shareholders of the Company have approved ESOP 2024 on 30th July, 2024 byway of postal ballot through remote e-voting under which the Company may create, offer and grant from time to time,in one or more tranches, not exceeding 10,00,000 employee stock options to its employees as defined in the aforesaidscheme working exclusively with the Company. As per the scheme equity shares of the Company would be acquiredthrough secondary acquisition on the platform of a recognized Stock Exchange for cash consideration by a trustformed for this purpose viz. ‘Intense Employee Welfare Trust'. Each option when exercised would be converted intoone fully paid-up equity share of ' 2/- each of the Company. The options under ESOP 2024 would vest not earlier thanminimum vesting period of one year and not later than four years from the date of grant of options. The exercise priceshall be determined by Board (which shall for all purpose include the Nomination and Remuneration Committee). Thefurther details related thereto have been mentioned in the Scheme. For the year ended 31st March, 2025, since theCompany has not granted any option to its employees, the relevant disclosures are not applicable.
Appointment/Re-appointment
In order to comply with the provisions of section 152 of the Companies Act, 2013 and rules applicable thereunder, Mr.Tikam Sujan (DIN: 02137651), Non-Executive Director of the Company, is liable to retire by rotation and offers himselffor re-appointment.
Retirements and resignations:
During the year under review, the following Directors demitted Office upon their retirement with effect from 30thSeptember 2024.
Name of the Director
DIN
Category
Mrs. Sarada Devi Vemuri
02268210
Non-Executive Independent Director
Mr. Pavan Kumar Pulavarty
02530632
Mr. Srivath Shanker Rao Kandukuri
02593315
Mr. Shyamsunder Mallick Vadlamani
02665539
Your Company has received necessary declaration from all directors stating that they are not debarred or disqualifiedfrom being appointed or continuing as Directors of companies as per the Securities and Exchange Board of India,Reserve Bank of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
Independent Directors:
During the year under review, the following are the Independent Directors of the Company, in terms of Section 149 ofthe Act:
Mr. Suryanarayana Raju Kalidindi
02088390
Independent Non-Executive Director
Mrs. Nishitha Yogesh
08034049
Mr. Jagannath
10729898
Mr. Gopala Krishna Dhanyamraju
08217921
science and technology, digitalization, human resources, strategy, auditing, tax and risk advisory services, financialservices, corporate governance, etc., and that they hold the highest standards of integrity.
Declaration by Independent Directors
Your Company has received necessary declaration from each independent director stating that they met the criteriaprescribed for independence under Section 149 of the Companies Act, 2013, and Regulation 25 of SEBI (ListingObligations & Disclosure Requirements) Regulations, 2015, and the Board has confirmed its veracity and taken thesame on record.
Familiarization Programme
These programmes aim to provide insights into the Company to enable the Independent Directors to understandits business in depth and contribute significantly to the Company. The Board members are also regularly updatedon changes in the statutory provisions like changes in Corporate Laws, SEBI Regulations, Taxation Laws and Peoplerelated laws as applicable at the quarterly Board meetings. The Board members are also updated on the Risk universeapplicable to the Company's business.
The MD & WTDs of the Company conducts quarterly sessions with Board members sharing updates about theCompany's business strategy, operations and the key trends in the IT industry that are relevant for the Company.These updates help the board members to keep abreast of the key changes and their impact on the Company.
The newly appointed Directors are given induction and orientation with respect to the Company's Vision, Corepurpose, Core Values and Business operations. In addition, detailed presentations are made on business environment,performance of the Company at every Board Meeting.
The above initiatives help the Directors to understand the Company, its business and the regulatory framework inwhich the Company operates and enables the Directors to fulfill their role/responsibility.
Key Managerial Personnel (‘KMP’):
During the year under review, the Company has the following persons as Key Managerial Personnel.
DIN/ MembershipNo
Category/ Designation
Mr. C.K. Shastri
00329398
Chairman & Managing Director
Mr. Jayant Dwarkanath
00329597
Whole time Director
Ms. C. Anisha Shastri
08154544
Mr. Nitin Sarda
-
Chief Financial Officer
Ms. Pratyusha Podugu
ACS-71069
Company Secretary and Compliance Officer
Currently, the Board has five committees i.e., Audit Committee, Nomination and Remuneration Committee, CorporateSocial Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in thisAnnual Report. The composition of the committees and compliances, as per the applicable provisions of the Act andRules, are as follows:
The Independent Directors of the Company hold office for a term of five years or until completion of 75 years, whicheveris earlier. They are not liable to retire by rotation in terms of Section 149(13) of the Act. The Board is of the opinion thatthe Independent Directors of the Company possess requisite qualifications, experience, and expertise in the fields of
Name of theCommittee
Composition of the Committee
Highlights of duties, responsibilities and activities
Audit committee
Mr K. Suryanarayana Raju (C)Mrs Nishitha Yogesh (M)
Mr D. Gopala Krishna (M)
• All recommendations made by the auditcommittee during the year were accepted bythe Board.
• Reviewing with the management, the quarterlyfinancial statements before submission to theBoard for approval.
• Approval or any subsequent modification oftransactions of the Company with relatedparties.
• Reviewing with the management, theperformance of statutory auditors and internalauditors, adequacy of internal control systems,etc.
Nomination and
Remuneration
Committee
• The committee oversees and administersexecutive compensation, operating undera written charter adopted by our Board ofDirectors.
• The nomination and remuneration committeehas framed the nomination and remunerationpolicy.
Corporate SocialResponsibility
Mrs Nishitha Yogesh (C)
• To formulate and recommend to the Board, aCorporate Social Responsibility (CSR) Policy
Mr K. Suryanarayana Raju (M)Mr D. Gopala Krishna (M)
indicating activities to be Undertaken by theCompany in compliance with provisions of theCompanies Act, 2013 and rules made thereunder.
• To monitor the implementation of the CSR Policyof the Company from time to time
Stakeholders
Relationship
Mr K. Suryanarayana Raju (M)Mr Jagannath (M)
• The committee reviews and ensures theredressal of investor grievances.
• The committee noted that all the grievancesof the investors have been resolved during theyear.
Risk ManagementCommittee
Mr D. Gopala Krishna (C)
Mr K. Suryanarayana Raju (M)Mrs Nishitha Yogesh (M)
• The purpose of the committee is to assist theBoard in fulfilling its corporate governancewith regard to the identification, evaluation& mitigation of operational, strategic, andenvironmental risks efficiently and effectively.
• The Company has developed and implementeda risk management framework that includes theidentification of elements of risk, if any, whichin the opinion of the Board may threaten theexistence of the Company.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certainpolicies for all listed companies. All the corporate policies are available on the Company website (https://in10stech.com/investors). The policies are reviewed periodically by the Board and updated based on need and new compliancerequirements.
In addition to its Code of Conduct and Ethics, kev policies that have been adopted bv the Company are as follows:
Name of the policy
Brief description
Web
link
Whistle-blower Policy (Policy onvigil mechanism)
The Company has adopted the whistleblower mechanism for directorsand employees to report concerns about unethical behaviour, actualor suspected fraud, or violation of the Company's code of conduct andethics. It also provides for adequate safeguards against victimizationof employees who availed the mechanism, and also provides for directaccess to the Chairperson of the Audit Committee.
https://www.in10stech.com/Investors#
Insider Trading Policy and Codeof Practices and Procedures forFair Disclosure of UnpublishedPrice Sensitive Information
The Company has adopted a Code of Conduct to Regulate, Monitor &Report Trading by Insiders and Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information as per the SEBI(Prohibition of Insider Trading) Regulation 2015, with a view to regulatetrading in securities by the Directors and Designated Persons while inpossession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closedand other certain situations. All Board of Directors and the designatedemployees have confirmed compliance with the Code.
Nomination and RemunerationPolicy
This policy formulates the criteria for determining qualifications,competencies, positive attributes and independence for theappointment of a director (executive / non-executive) and alsothe criteria for determining the remuneration of the directors, keymanagerial personnel, and senior management of the Company.
Corporate Social ResponsibilityPolicy
The policy outlines the Company's strategy to bring about a positiveimpact on Society through programs relating to hunger, poverty,education, healthcare, environment, etc., as per the provisions of theCompanies Act, 2013.
Related Party Transaction Policy
The policy regulates all transactions between the Company and itsrelated parties
Policy on Preservation ofDocuments
The policy is for the preservation of corporate records of the Company.
Policy on Determination ofMateriality of Events
The Policy is to determine the materiality of events or informationrelating to the Company and to ensure timely and accurate disclosureon all material matters concerning the Company.
Policy for Determining MaterialSubsidiaries
The policy is used to determine the material subsidiaries and materialnon-listed Indian subsidiaries of the Company and to provide thegovernance framework for them.
Archival Policy
The policy deals with the retention and archival of corporate recordsof the Company.
Dividend Distribution Policy
This Policy is to ensure the right balance between the quantum ofdividends paid and the amount of profits retained in the business forvarious purposes.
Policy on Prohibition of SexualHarassment
This Policy is adopted to protect women against sexual harassmentat the workplace and to ensure safe working environment for women
Risk Management Policy
This Policy is a formal representation of the Company's commitmentto Risk Management. The Policy is supported by the Risk Management& Assessment Framework, which provides guidance with regard to theprocesses that underpin effective and consistent risk management.
Board Diversity Policy
This Policy on Board Diversity (the "Policy") sets out the Company'sapproach to ensuring adequate diversity in its Board of Directors (the"Board ")
Business Responsibility Policy
This Policy endorses the Company's commitment to follow principlesand core elements in conducting its business, as laid down in theNational Voluntary Guidelines on Social, Environmental and Economicresponsibilities of Business.
The Company is committed to excellence in safety, health, environment, and quality management. It accords highestpriority to the health and safety of its employees, customers, and other stakeholders as well as to the protection ofthe environment. The management of your Company is focused on continuous improvement in these areas, which arefundamental to the sustainable growth of the Company.
The past year has been one of renewed momentum and measurable progress for Intense Technologies, driven bystrategic initiatives, global expansion, and a sharper focus on future-ready innovations. To strengthen our position inkey markets, we established a new sales office in the United States, unlocking greater traction. Complementing thisexpansion, we brought in seasoned sales leadership with deep domain expertise to sharpen our industry focus andaccelerate value creation for our customers.
Our strategic partnerships have further enhanced solution delivery and extended our global reach, ensuring enterprisesbenefit from offerings designed to address operational gaps. At the heart of this agenda lies our investment in AI-native innovation, with a deliberate focus on Generative AI, Agentic AI, and customer engagement platforms. Theseadvancements are not only shaping the future of enterprise workflows but are also delivering tangible businessoutcomes, reducing operational costs, driving faster time-to-market, and enhancing customer lifetime value.
Our platforms have also been recognized by top-tier industry analyst firms like Gartner, IDC, Omdia, Aspire, Celent,and QKS Group; acknowledging the strength of our product portfolio and thought leadership, further validating ourposition as a trusted partner for enterprises navigating digital transformation.
Looking ahead, Intense Technologies remains committed to building intelligent, scalable platforms that simplifycomplexity and empower enterprises to thrive in the digital-first economy. Our mission is clear: to deliver purpose-led growth and create sustainable long-term value for clients, stakeholders, and shareholders alike
Looking ahead, with continued focus on strengthening our presence in strategic geographies, expanding into newterritories, and nurturing green shoots with net-new domestic clients, we are laying the foundation for sustainedgrowth and deeper client engagement. Our operating model is designed to remain agile and efficient, with lean, high-performing teams that combine domain expertise with execution excellence. At the same time, we are investing inbuilding talent in-house, ensuring that we have the right skills and capabilities to deliver innovation at scale whilemaintaining cost efficiency.
Our green shoots across our platforms and services validate the strength of our strategy and reinforce our confidencein the opportunities ahead. We continue to leverage our intellectual property and deep expertise in the customercommunications domain to enhance customer engagement, cut costs, and drive significant cost savings.
As we move forward, the fusion of AI for business advantage continues to be our motto; we aim to create ecosystemsthat are intelligent, agile, and scalable. Our commitment is to help clients go beyond efficiency gains, to unlock newgrowth models, transform customer experiences, and build resilience for the future.
During the year under review, industrial relations remained cordial and stable. The directors wish to place on recordtheir sincere appreciation of the co-operation received from employees at all levels.
Your Company has taken several initiatives in the development of human resources, the most important asset of theCompany. Your Company takes pride in the commitment, competence, and dedication shown by its employees in allareas of business and ensures that it provides a harmonious and cordial working environment to all its employees. Toensure good human resources management, your Company focused on all aspects of the employee lifecycle. This providesa holistic experience for the employee as well. During their tenure at the Company, employees are motivated throughvarious skill- development program, engagement, and volunteering programs. Your company has put in continued effortsin building capabilities of Human Resources with adoption of specific and targeted interventions.
Your Company has a structured induction process at all locations and management development programs to upgradeskills of managers. Objective appraisal systems based on Key Result Areas are in place for all employees. Your Companyis committed to nurturing, enhancing, and retaining talent through superior Learning & Organizational Development. Thisis a part of Corporate HR function and is a critical pillar to support the organization's growth and its sustainability in thelong run. Some of the initiatives taken in this area are -
Frequent, Transparent and Empathetic With associates working from home, your Company faced natural challengesin ensuring that a distributed workforce stayed connected. Your Company communicated with urgency, transparencyand empathy to help associates adjust to the constantly changing conditions crises bring and to maintain a singlesource of truth. Your Company created a live microsite to prioritize consistent and continuous communication. YourCompany launched newsletters that included messages from leaders, inspirational stories, training calendars, associateengagements etc. Additionally, a new connect series was introduced to keep associates updated and inspired by externalspeakers. This was a way to virtually connect, featuring global leaders from a cross section of industries.
Your Company used connected technologies to create meaningful experiences for associates working remotely andorganized several collaborative activities.
Hiring:
Your Company has taken proactive steps to introduce young talent that will thrive in the ‘new normal.' Your Companygives fresh graduates the flexibility of remote work from home. Your Company has also expanded the use of the new-ageplatform in the hiring process.
Learning:
During the year virtual learning gained momentum as your Company prioritized re-skilling and up-skilling through variousinitiatives.
Diversity:
Creating a sense of Belonging, Your Company reinforced its commitment to being intentionally diverse. The associatesof your Company have helped drive future business in the ‘new normal.' Focused efforts were made towards generationaldiversity as young leaders were developed through various programs.
The Company adopted new changes and changed the leadership paradigm and style of functioning. It warrantedbeing focused and yet open to revisiting strategies, taking bold risks, judiciously deploying resources, and above all,working tirelessly till the desired results are achieved! The leaders helped rally their teams, kept the team engaged,and communicated clear, crisp messages frequently while challenging conventional thinking. Your Company haslaunched to drive towards high-performance culture, which ensures that key business initiatives and leaders' goalsare in sync and tracked regularly.
The ESOP Scheme(s) of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity)Regulations, 2021.
A certificate from Auditors of the Company certifying that the Employee Stock Option Scheme of the Company isimplemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 andin accordance with the resolutions passed in the General Body Meetings will be available for inspection in electronicmode during the AGM to any person having right to attend the meeting.
The Disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,2021, read with SEBI Circular dated June 16, 2015, on ESOP disclosure forms a part of this Annual Report. (Annexure-III).
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed asAnnexure-IV to this report.
A statement containing the names of every employee employed throughout the financial year and in receipt ofremuneration of '1.02 crore or more per annum or employed for part of the year and in receipt of '8.50 lakh or morein a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014as amended from time to time are provided in this report
The Company has always believed in providing a safe and harassment free workplace for every woman working in theCompany's premises, through various interventions and practices. The Company has adopted a policy and constitutedthe Internal Complaint Committee under Prevention of Sexual Harassment of Women at Workplace in accordancewith the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amendedfrom time to time.
The Company has received 1(one) complaint during the year.
The Company regularly conducts awareness programmes for its employees.
The following is the summary of sexual harassment complaints received and disposed of during the year:
Sl
No
Status of the No. of complaints received anddisposed off
1
Number of complaints on sexual harassment received
3
2
Number of complaints disposed off during the year
Number of cases pending for more than ninety days
0
4
Number of workshops or awareness programmesagainst sexual harassment carried out
The Company regularly conducts necessary awarenessprogrammes for its employees
5
Nature of action taken by the employer or districtofficer
The employee has been terminated from his place ofoffice
Further details relating to POSH compliance are also disclosed in the Corporate Governance Report forming part ofthis Annual Report.
The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions ofSection 177 of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behaviour,actual or suspected fraud, or violation of the Code of Conduct and Ethics. It also provides adequate safeguards againstthe victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the AuditCommittee in exceptional cases. The Audit Committee periodically reviews the functioning of whistle whistleblowermechanism. No complaints have been received during the Financial Year ended March 31, 2025. No personnel havebeen denied access to the Audit Committee during the Financial Year 2024-25.
The details of said vigil mechanism are given in the Corporate Governance Report, which forms part of this AnnualReport. A copy of the Whistle Blower Policy is available in the company's website i.e., https://in10stech.com/investors/
Corporate governance is an ethically driven business process that is committed to values aimed at enhancing anorganization's brand and reputation. This is ensured by taking ethical business decisions and conducting businesswith a firm commitment to values, while meeting stakeholders' expectations. It is imperative that your company'saffairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.
The Report on corporate governance for the year ended 31st March 2025, pursuant to Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.
As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the auditor's certificate oncorporate governance regarding the compliance of conditions forms part of the Annual Report.
The Secretarial and Legal functions of the Company ensure the maintenance of good governance within theorganization. They assist the business in functioning smoothly by being compliant at all times and providing strategicbusiness partnerships in the areas, including legislative expertise, corporate restructuring, regulatory changes, andgovernance.
The Company has adopted the Governance Guidelines on Board Effectiveness to fulfill its corporate governanceresponsibility towards its stakeholders. The Governance Guidelines cover aspects relating to composition and role ofthe Board, Chairman and Directors, Board diversity, definition of independence, Director's term, retirement age, andCommittees of the Board. It also covers aspects relating to nomination, appointment, induction, and development of
Directors, Directors' remuneration, subsidiary oversight, code of conduct, review of Board effectiveness, and mandatesof Committees of the Board.
Your Company recognizes and embraces the importance of a diverse board for its success. Your Company believesthat a truly diverse board will leverage differences in thought, perspective, knowledge, skill, and industry experience,cultural and geographical background, age, and gender, which will help the Company retain its competitive advantage.The Board has adopted the Board Diversity Policy, which sets out the approach to diversity of the Board of Directors.The Policy is available on the Company website at https://in10stech.com/investors/
It is desired to have an appropriate mix of Executive and Non-executive & and Independent and Women Directors tomaintain the independence of the Board and separate its functions of governance and management.
As on March 31, 2025, the Board had 8 members, consisting of 3 Executive directors, 1 Non-Executive Non-IndependentDirector, 1 Non-Executive Independent Woman Director, and 3 Non-Executive Independent Directors.
The Board periodically evaluates the need for a change in its composition and size. The policy of your Companyon directors' appointment and remuneration, including criteria for determining qualifications, positive attributes,independence of a director, and other matters as provided under Section 178(3) of the Companies Act, 2013, and SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015, was adopted by the Board. It is affirmed that theremuneration paid to the Director(s) is as per the terms laid out in the nomination and remuneration policy of theCompany.
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for theselection and appointment of Directors, Senior Management Personnel, and their remuneration. The Nomination andRemuneration Policy adopted by the Board is available on the Company's website at https://in10stech.com/investors/
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board hasdevised a policy on evaluating the performance of the Board of Directors, the Chairman, Committees, and IndividualDirectors. The evaluation process was carried out during the year, and the summary of the evaluation reports waspresented to the Board. The Directors had positive feedback on the overall functioning of the Committees and theBoard. The suggestions made by the Directors in the evaluation process have been suitably incorporated into theprocesses. In particular, the evaluation of Independent Directors was carried out on parameters such as participationat meetings, objectivity and independent judgment, safeguarding minority interest, and overall contribution to Boarddeliberations.
The NRC is responsible for developing competency requirements for the Board based on the industry and strategyof the Company. The Board composition analysis reflects an in-depth understanding of the Company, including itsstrategies, environment, operations, financial condition, and compliance requirements.
NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointmentor reappointment is required. The Committee is also responsible for reviewing the profiles of potential candidatesvis-a-vis the required competencies and meeting potential candidates, prior to making recommendations for theirnomination to the Board. At the time of appointment, specific requirements for the position, including the expertknowledge expected, are communicated to the appointee.
During FY 2024-25, the Board had also identified the list of core skills, expertise, and competencies of the Board ofDirectors as are required in the context of the businesses and sectors applicable to the Company and those actuallyavailable with the Board. The Company has also mapped each of the skills, expertise, and competencies against thenames of the Board Members possessing the same.
The Board met five times during the financial year 2024-25. The meeting details are provided in the CorporateGovernance report that forms part of this Annual Report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act, 2013, and SEBI Listing Regulations.
As per Section 139 of the Companies Act, 2013 (‘the Act'), read with the Companies (Audit and Auditors) Rules, 2014,M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Hyderabad, were appointed as the statutoryauditors at the 31st Annual General Meeting held on 30th September, 2021, for a term of five (5) years from the conclusionof the 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting.
Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating tosuch appointment for ratification by members at every Annual General Meeting has been omitted with effect from 7thMay 2018. The Board of Directors is empowered to fix the remuneration of the Statutory Auditor on a yearly basis.
The Audit reports dated May 16, 2025, issued by M/s. MSPR & Co., Chartered Accountants (Firm Registration No.010152S), Statutory Auditors on the Company's Standalone and Consolidated financial statements for the financialyear ended 2024-25 is part of the Annual Report. There has been no qualification, reservation or adverse remark intheir Report.
During the year under review, the Audit Committee was comprised of three (3) Members out of which all three (3) areNon-Executive Independent Directors. During the year, four (4) Audit Committee meetings were held, details of whichare provided in the Corporate Governance Report.
During the year under review, all the recommendations made by the Audit Committee were accepted by the Board ofDirectors.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 (“the Act"), the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations"), as amended, the Board of Directors, on therecommendation of the Audit Committee, has approved the appointment of M/s. Puttaparthi Jagannatham & Co.,a peer-reviewed firm of Company Secretaries based in Hyderabad, as the Secretarial Auditors of the Company for acontinuous term of five (5) financial years commencing from FY 2025-26 to FY 2029-30, subject to approval of theshareholders.
The Secretarial Audit for the financial year ended March 31, 2025, was carried out by M/s. Puttaparthi Jagannatham& Co., Practicing Company Secretaries. The Report given by Mr Navjyoth Puttaparthi (FCS 9896) (CP No: 16041), forPuttaparthi Jagannatham & Co., Practicing Company Secretaries in Form MR-3, is annexed as Annexure-V and formsan integral part of this Report.
The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial AuditReport does not contain any qualification, reservation, adverse remark, or disclaimer. During the year under review,the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act; therefore, no detail is requiredto be disclosed under Section 134 (3)(ca) of the Act.
Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India, New Delhi, for the financial year ended March 31, 2025.
The Company has external firms of Chartered Accountants acting as internal auditors that review internal controlsand operating systems, and procedures as per the scope of audit. The Internal Audit Reports of the company arereviewed by the Audit Committee on a quarterly basis.
The Board of Directors, on recommendation of the Audit Committee, appoints/re-appoints the Internal Auditors ofyour Company every year in compliance with Section 138 of the Act, read with the Companies (Accounts) Rules, 2014.
The Board of Directors, has re-appointed M/s RP Rao & Co as the Internal Auditors of the Company for the year 2024¬25, upon receiving their consent.
As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2024-2025.Declaration as per Section 134(3) (ca) of the Companies Act, 2013
During the year, the statutory auditors and secretarial auditor have not reported any instances of fraud committed byor against the Company by its Directors/Officers/ Employees to the Audit Committee or Board under section 143(12)of the Companies Act, 2013 and rules made thereof. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.
The Whole-time Director and the Chief Financial Officer of the Company have given annual certification on financialreporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & DisclosureRequirements) Regulation, 2015.
The Whole-time Director and the Chief Financial Officer also give quarterly certification on financial results whileplacing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation &Disclosure Requirements) Regulation, 2015.
The annual certificate given by the Whole-time Director and the Chief Financial Officer forms part of the AnnualReport.
The Company has put in place an adequate system of internal controls commensurate with its size and the nature ofits operations. The Company's internal control system covers the following aspects:
• Compliance with prevalent statutes, regulations, management authorization, policies, and procedures.
The Audit Committee of the Board periodically reviews audit plans, observations, and recommendations of the internaland external auditors, with reference to the significant risk areas and adequacy of internal controls, and keeps theBoard of Directors informed of its observations, if any, from time to time.
Internal financial control systems of the Company are commensurate with its size and the nature of its operations.These have been designed to provide reasonable assurance with regard to recording and providing reliable financialand operational information, complying with applicable accounting standards and relevant statutes, safeguardingassets from unauthorized use, executing transactions with proper authorisation, and ensuring compliance of corporatepolicies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure,both capital and revenue. The Company uses an efficient accounting system to record day-to-day transactions foraccounting and financial reporting.
The Audit Committee deliberated with the members of the management, considered the systems as laid down, andmet the internal auditors and statutory auditors to ascertain their views on the internal financial control systems.The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system aslaid down and kept the Board of Directors informed.
However, the Company recognizes that no matter how the internal control framework is, it has inherent limitationsand accordingly, periodic audits and reviews are put in place to ensure that such systems are updated on regularintervals.
Details of the internal control system are given in the Management Discussion and Analysis Report, which forms partof this Annual Report.
There were no significant material orders passed by any Regulators/Courts that would impact the going concernstatus of the Company and its future operations.
An Extract of Annual Return as per the provisions of Section 92 (3) and Section 134(3) of the Companies Act, 2013 andRule 12 of Companies (Management and Administration) Rules, 2014 as amended from time to time, is made availableon the website of the Company at https://in10stech.com/investors/
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting,Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules") read with the relevant circulars and amendments thereto, theamount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to betransferred to the Investor Education and Protection Fund (“IEPF"), constituted by the Central Government.
Your Company does not have any unclaimed dividends/Shares for a period of seven years. Therefore, there were nofunds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Ms. Podugu Pratyusha is the Nodal Officer who is appointed by the Company under the provisions of IEPF.
Your Company has constituted a Risk Management Committee pursuant to Section 134 (3) (n) of the CompaniesAct, 2013 & Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, which has beenentrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise riskmanagement framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial,credit, market, liquidity, security, property, Information Technology, legal, regulatory, reputational and other riskshave been identified and assessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks.
The Committee has formulated a Risk Management Policy for dealing with different kinds of risks which it faces inthe day-to-day operations of the Company. The Risk Management Policy of the Company outlines different kinds ofrisks and risk mitigating measures to be adopted by the Board. The Risk Management Procedure shall be reviewedby the Risk Management Committee and Board of Directors on a half-yearly basis at the time of review of FinancialResults of the Company.
The policy is available in the Company website: www.in10stech.com
Your Company has been an early adopter of corporate social responsibility (CSR) initiatives. Your Company has madeCorporate Social Responsibility (CSR) an integral part of its ethos and culture. Your company has constituted a CorporateSocial Responsibility Committee (“CSR Committee") in accordance with Section 135 of the Companies Act, 2013.
The CSR Committee of the Board evaluated various options to implement the CSR activities and decided to contributethe mandated CSR amount in such activities/ projects, which are in accordance with Schedule VII of the Companies Act,2013, and the Company's CSR Policy. The Policy has been uploaded on the Company's website at www.in10stech.com.
A brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives taken by theCompany on CSR activities during the year under review are set out in Annexure-VI of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013, read with the Companies (Accounts)Rules, 2014, are provided in Annexure-VII to the Board Report.
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, as amended from time to time, the Company has adopteda Code of Conduct for Prevention of Insider Trading. The Company has appointed a Company Secretary & ComplianceOfficer of the Company, who is responsible for setting forth procedures and implementing of the code of conduct fortrading in the Company's securities. During the year under review, there has been due compliance with the said code.
As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Companyhas established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members arerequested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to theCompany's Equity shares is INE781A01025.
The Company has paid listing fees for the financial year 2024-25 to BSE Limited and National Stock Exchange of IndiaLimited, where its shares are listed, paid before the due date. The annual custodian fees have also been paid to thedepositories before the due date.
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligiblewomen employees have been extended the statutory benefits prescribed under the Act, including paid maternityleave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaksand flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive andsupportive work environment that upholds the rights and welfare of its women employees in accordance withapplicable laws.
The Company has used accounting software for maintaining its books of account for the financial year ended March31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the yearfor all relevant transactions recorded in the softwares.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirementsfor record retention is not applicable for the financial year ended March 31, 2024.
In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, itis essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.
The company has proposed and appointed a Designated person in a Board meeting and the same has been reportedin Annual Return of the company.
Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained inthe Corporate Governance Report, describing the Company's objectives, projections, estimates, and expectations mayconstitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results mightdiffer materially from those either expressed or implied in the statement, depending on the circumstances.
Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity andcontinuous improvement in all functions and areas as well as the efficient utilization of the Company's resources forsustainable and profitable growth.
The Board of Directors takes this opportunity to place on record their appreciation for the unstinted co-operation,commitment, and dedication of all the employees of the Company, and the support extended by the channel partners,customers, vendors, business associates, banks, government authorities and all concerned. The Directors are thankfulto the shareholders for their continued patronage.
Your Directors look forward to the long-term future with confidence.
For and on behalf ofIntense Technologies Limited
Sd/- Sd/-
C. K. Shastri Jayant Dwarkanath
Chairman & Managing Director Whole Time Director
(DIN: 00329398) (DIN: 00329597)
Registered Office
Unit #01, The Headquarters, 10th Floor,
Wing B, Orbit by Auro Realty, Knowledge City, Raidurg, Ranga Reddy
Hyderabad - 500019
Telangana, India
CIN: L30007TG1990PLC011510
Ph: 91-040 45474621
E-mail: info@in10stech.com
Website: www.in10stech.com
Date: August 13, 2025Place: Hyderabad