Your directors have great pleasure in presenting their 35th Annual Report on the Business and Operations of your Company ('theCompany' or 'AIL'), along with the audited financial statements, for the Financial Year ended March 31, 2025. The ConsolidatedPerformance of your Company and its subsidiaries has been referred to wherever required.
The performance of the Company for the Financial Year ended March 31, 2025, is as under:
(Rupees in Lakhs)
Particulars
Consolidated
Standalone
2024-2025
2023-2024
Total Income
3391.16
2583.70
914.50
684.87
Profit before Financial Cost, Depreciation,Taxation and Exceptional items
893.54
565.10
642.96
327.17
Less:
Financial Cost
87.90
28.54
76.49
10.52
Depreciation and Amortization Expenses
178.34
159.61
126.30
113.40
Profit/(Loss) before tax & Exceptional Items
(204.57)
381.33
(140.56)
203.25
Exceptional items/Extra Ordinary Items
(370.81)
(293.17)
Profit/(Loss) before tax
166.24
152.62
Less: Tax expenses
97.42
81.77
147.00
-4.61
Profit before Minority Interest
68.83
299.56
5.61
207.86
Less: Minority Interest
-
Profit/(Loss) after tax
54.07
303.74
(1.96)
209.48
The standalone and consolidated financial statements of the Company have been prepared in accordance with the IndianAccounting Standards ('Ind AS') as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. Thefinancial highlights and the results of the operations, including major developments have been further discussed in detail in theManagement Discussion and Analysis Report.
Further, a statement containing the salient features of the financial statements of our subsidiaries pursuant to sub-section 3 ofSection 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure 1 to the Board's Report.
The statement also provides the details of performance and the financial positions of each of the subsidiaries, associates andjoint venture.
During the year under review, your Company achieved consolidated revenue of Rs. 3391.16 Lakhs as against revenue of Rs.2583.70 Lakhs in the previous fiscal. Consolidated EBITDA of Rs. 893.54 Lakhs as against Rs. 565.10Lakhs of previous year.
At standalone level, your Company recorded revenue of Rs 914.50 Lakhs against a revenue of Rs. 684.87 Lakhs in the previousyear, EBITDA of Rs. 642.96 Lakhs as against Rs 327.17 Lakhs of previous year.
Your directors have not recommended any dividend for this financial year 2024-2025.
There is no change in the nature of business of the Company, during the year.
There are no material changes and commitments affecting the financial position of the Company which occurred between theend of the Financial Year to which the Financial Statements relate and the date of the report.
Your Company has not accepted any deposits falling within the meaning of section 73 of the Companies Act, 2013 read with theCompanies (Acceptance of Deposits) Rules, 2014 during the Financial Year under review and as such no amount of principal orinterest on public deposits was outstanding as on the date of balance sheet.
The Company has transferred Nil Lakhs to the reserves during the Financial Year ended March 31, 2025.
Renewed thrust with a larger Sales force to tap the growing market during Q 2, Q 3 & Q 4 will take up the Top line understandalone and consolidated revenue level of Rs. 50.00 crores, up from the previous year's consolidated revenue of Rs. 35.00Crores, an estimated growth of around 45 % YoY.
The Issued, Subscribed and Paid-up Capital of the Company as on March 31, 2025 is Rs. 54,67,72,080/- (Rupees Fifty-Four CroresSixty-Seven Lakhs Seventy-Two Thousand Eighty Only) divided into 5,46,77,208 (Five Crore Forty-Six Lakhs Seventy-SevenThousand Two Hundred and Eight) Equity shares of Rs.10/- (Rupees Ten) each.
The Company has Issued, Subscribed and paid-up shares 3,25,01,058 (Three Crores Twenty-Five Lakhs One Thousand Fifty-EightOnly) on Rights basis amounting to Rs. 10/- (Rupees Ten Only) Each Share with Premium of Rs. 5/- each Share as on March 31,2025. Out of this,2,94,09,836 (Two Crore Ninety-Four Lakhs Nine Thousand Eight Hundred and thirty-six only) were fullysubscribed and fully paid up and there is a balance of 30,91,222 shares which are partly paid.
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) ofthe Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished
The Consolidated Financial Statements of your Company for the financial year 2024-2025 are prepared in compliance withapplicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Accounting Standards and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "ListingRegulations"). The consolidated financial statements have been prepared on the basis of audited financial statements of yourCompany, its subsidiaries, as approved by the respective Board of Directors.
The CFS should therefore be read in conjunction with the directors' report, financial notes, cash flow statements and theindividual auditor reports of the subsidiaries.
Pursuant to provisions of section 129(3) of the Companies Act, 2013, a statement containing salient features of the financialstatements of the Company's subsidiaries is attached to the financial statements of the Company.
Pursuant to the provisions of the first proviso to Section 136(1) of the Act and Rule 10 of Companies (Accounts) Rules, 2014, theabridged annual accounts are being sent to all shareholders whose e-mail id's are not registered with the Company. The fullannual report is available on the website of your Company at www.adroitinfotech.com and available for inspection at theregistered office of the Company during working hours. Any member interested in obtaining the full annual report may write tothe Company Secretary and the same will be furnished on request
The Company has 4 subsidiary Company as on March 31, 2025. There are no associate or joint venture companies within themeaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business o fthe subsidiaries.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financialstatements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available onthe website of the Company https://www.adroitinfotech.com/investor-relations.
Pursuant to the requirement under section 134(3) and 134(5) of the Companies Act, 2013, with respect to the Directors'Responsibility Statement relating to the Company (Standalone), your board of directors to the best of their knowledge and abilityconfirm that:
a) That in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accountingstandards had been followed along with proper explanation relating to material departure;
b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimatesthat were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit and loss of the Company for the financial year ended March 31, 2025;
c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;
d) That the Directors had prepared the annual accounts on a 'going concern' basis,
e) That the Directors laid down internal financial controls to be followed by the Company and such internal financial controls areadequate and operating effectively; and
f) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and suchsystems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, thework performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevantboard committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls wereadequate and effective during Financial Year 2024-25.
The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of theListing Regulations, with an appropriate combination of Non-executive and Independent Directors.
In accordance with the provision of section 152(6) and the Articles of Association of Company Mr. Sridhar Reddy Pyata shall retireby rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. TheBoard recommends his re-appointment.
Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board carried out evaluation of itsown as well as performance of that of its committees. The Board also carried out performance evaluation of all the IndividualDirectors. Additionally, the Nomination and Remuneration committee of the Board also carried out the evaluation of theperformance of the individual directors. The performance evaluation was carried out by the way of obtaining feedback from thedirectors through a structured questionnaire prepared in accordance with the Board Evaluation Policy.
The structured questionnaire prepared to evaluate the performance of Individual Directors, the Board and committees containedvarious different parameters.
The performance evaluation of the non-independent directors was carried out by the Independent Directors at their separatemeeting.
Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following Non-Executive Directors are appointed asIndependent Directors: -
Sr. No.
Name of the Director
Date of Appointment
1.
Raja Sekhar Reddy Venkata Jammula
22-07-2025
2.
Srinivas Rangnath Parankusam
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of themmeets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independentdirectors of the Company.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with theCompany, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committee of the Company.
Independent Directors are familiarized about the Company's operations and businesses. Interaction with the Business heads andkey executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to thedirectors. Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director about the Company/itsbusinesses and the group practices.
The details of familiarization programme held in Financial Year 2023-2024 are also disclosed on the Company's website athttp://adroitinfotech.com/policies.html
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulation, 2015 a listedcompany shall have at least one-woman director on the board of the company. Your Company has appointed Ms. Kanthi ReddySunkerneni as Woman Director on the Board w.e.f. 07-08-2024.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are:
S.NO.
NAME
DESIGNATION
Mr. Sudhakiran Reddy Sunkerneni
Managing Director
Mr. Ravichandra Rao Badanidiyoor
Chief Financial Officer
3.
Mr. Piyush Prajapati
Company Secretary and Compliance Officer
The Board of Directors duly met Six (6) times during the Financial Year 2024-25. The dates on which the meetings were held are04/05/2024, 14/05/2024, 07/08/2024, 04/09/2024, 05/11/2024, and 22/01/2025. For further details on the meetings and theattendance of directors/members, please refer report on Corporate Governance of this Annual Report.
The intervening gap between the Meetings was within the period of 120 (One Hundred and Twenty) days as prescribed underthe Companies Act, 2013.
Thp ni imhpr nf mpptinac: attpnrlprl h\/ thp Dirprtnrc Hi irina thp Finanrial Ypar 9094-9^ i< fnlln\A/<;,
S.No.
Date of Board Meeting
No. of Directors entitled toattend
No. of Directors whoattended
% of theirattendance
04/05/2024
7
5
71%
14/05/2024
07/08/2024
6
83%
4.
04/09/2024
5.
05/11/2024
6.
22/01/2025
The Company has various Committees which have been constituted as a part of good corporate governance practices and thesame are in compliance with the requirements of the relevant provisions of applicable laws and statutes.
Details of the following committees constituted by the Board along with their composition, terms of reference and meetings heldduring the year are provided in the Report on Corporate Governance which forms part of this Annual Report:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Stakeholders Relationship Committee
iv) Rights Issue Committee
The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors atsuch Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which formspart of this Annual Report.
Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of theirown, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and otherCommittees. The manner in which the evaluation has been carried out has been explained hereunder.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering variousaspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, executionand performance of specific duties, obligations and governance.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and theChairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis ofcriteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues tobe discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed themeeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board,its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by theentire Board, excluding the independent director being evaluated.
The Company has duly complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to 'Meetings of the Boardof Directors' and 'General Meetings', respectively.
The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordancewith Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being inforce). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate GovernanceReport which forms part of this report.
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financialyear 2024-2025 and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary duringthe financial year 2023-2024, are as under:
The median remuneration is Rs. 6,00,000 P.A. and the percentage increase in the median remuneration of employees in thefinancial year is 15%.
The number of permanent employees on the rolls of company including subsidiaries as on March 31, 2025: 130 13=143 NosIt is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.
Details of Employee/s (Including Subsidiary Company Employees) throughout the financial year was in receipt of remuneration forthat year which, in the aggregate, was not less than 1,02,00,000: NIL
Details of for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate,was not less than Rs. 8,50,000 per month: 1 (One)
Average percentile increases already made in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances for increase in the managerial remuneration
The average annual increase was 7% in India. However, during the course of the year, the total increase is approximately 7.7 %,after accounting for promotions and other event-based compensation revisions. The increase in remuneration is in line with themarket trends in the respective countries.
The Company affirms that the remuneration is as per the remuneration policy of the Company.
Your directors have, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection andappointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy forms part of theCorporate Governance Report.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read withthe Companies (Meetings of Board and its Powers) Rules, 2014, forms part of the Financial Statements.
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism for directors and employeesto report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct has been established.Further, the details as aforesaid are available on the website of your company at www.adroitinfotech.com.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment.
No case of sexual harassment was reported during the financial year.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the riskmanagement plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan andensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risksidentified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Thedevelopment and implementation of risk management policy has been covered in the Management Discussion and Analysis,which forms part of this report.
Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on thesame and the work performed by the internal auditors, statutory auditors and external agencies and the reviews performed byTop Management team and the Audit Committee, your Directors are of the opinion that your Company's Internal FinancialControls were adequate and effective during the financial year 2024-2025.
Further the statutory auditors of your company have also issued an attestation report on internal control over financial reporting(as defined in section 143 of Companies Act 2013) for the financial year ended March 31, 2025, which forms part to the StatutoryAuditors Report.
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactionswith related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 aregiven is Annexure-2 in Form No. AOC-2 and the same forms part of this report.
At the Thirty-Second AGM held on July 25, 2022 the Members approved appointment of M/s. Rao & Shyam, CharteredAccountants, Hyderabad (Firm Registration No.006186S), as Statutory Auditors of the Company to hold office for a period offive years from the conclusion of Thirty-Second AGM till the conclusion of the thirty-seventh AGM.
The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of CharteredAccountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
There are no qualifications, reservations or adverse remarks made by M/s Rao & Shyam, Statutory Auditors in their reportfor the financial year ended 31st March, 2025. The Auditor's Report is enclosed with the financial statements in this AnnualReport.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, your Company has appointed Mrs. Sarada Putcha- Practising Company Secretaries, toundertake the Secretarial Audit of your Company. The Secretarial Audit Report submitted by Mrs. Sarada Putcha, PractisingCompany Secretaries is enclosed as Annexure - 3 to this report.
Further, Practising Company Secretaries/Chartered Accountants carries out Reconciliation of Share Capital Audit everyquarter and the report thereon is submitted to the Stock Exchanges.
There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act,2013 and the Rules framed there under either to the Company or to the Central Government.
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2025 and hasnoted that the observation made in the Auditors' Report read together with relevant notes thereon are self-explanatoryand hence, do not call for any further comments under Section 134 of the Companies Act, 2013
The Board has duly reviewed the Secretarial Auditor's Report for the year ended March 31, 2024 and has noted that theobservation made in the Secretarial Auditors' Report read together with relevant notes thereon are self-explanatory andhence, do not call for any further comments under Section 134 of the Companies Act, 2013.
Pursuant to the provisions of Section 138 of the Companies read with rules made there under, the Board has appointed M/s.
D Ravi & Co., Chartered Accountants as Internal Auditor of the Company for the Financial Year 2025-2026.
Maintenance of cost records and requirement of cost audit as prescribed under sub-section (1) of Section 148 of the CompaniesAct, 2013, are not applicable for the business activities carried out by the Company.
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integratedManagement Discussion and Analysis are attached, which forms part of this report.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standardsissued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Annual Return as at March 31, 2025 is placed on the Company's website at http://www.adroitinfotech.com/news-room.html.
By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of AnnualReturn (Form MGT-9) as part of the Board's Report.
The Company confirms that it has paid the Annual Listing Fees for the Financial Year 2024-25 to BSE Limited as well as NationalStock Exchange of India Limited where the Company's Shares are listed.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies forall listed companies. All the policies are available on our website http://www.adroitinfotech.com/policies.html. The policies arereviewed periodically by the Board and updated based on need and new compliance requirement.
The Company is in the business of development of Information Technology and does not require large quantities of energy.However, wherever possible energy saving efforts are made.
We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organization tocarry out business effectively and efficiently. Even though the Information Technology industry is technology intensive, webelieve that there is an increasing need to mechanize the processes involved in order to minimize costs and increaseefficiency. We intend to make investments in innovative techniques for this regard.
The particulars of earning and expenditure in foreign exchange during the year are given as additional information in noteno. 41 in Notes on Financial Statements.
Sl. No
Foreign exchange earnings and outgo
FY. 2024-25
FY. 2023-24
A
Foreign exchange earnings
581.30
529.87
B
CIF Value of imports
0
C
Expenditure in foreign currency
8.79
3.42
Your Company is committed to maintain the high standards of corporate governance and adhere to the corporate governancerequirements set out by Securities and Exchange Board of India. The Report on corporate governance as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 forms part of theAnnual Report.
The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporategovernance as stipulated under the aforesaid Regulations is included as a part of this report.
The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, is presented in aseparate section forming part of the Annual Report.
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion ofBRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on BSE Limited and NationalStock Exchange of India Limited as at March 31, 2025. In view of the requirements specified, the Company is not mandated for theproviding the BRR and hence it does not form a part of this Report.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
During the period under review, there was no instance of onetime settlement with any Bank or FinancialInstitution.
Your directors state that no disclosure or reporting is required in respect of the following items as there were notransactions on these items during the financial year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme save and exceptESOS referred to in this Report.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the goingconcern status and Company's operations in future.
4. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013.
5. During the year under review, your company has not declared any dividend neither has transferred any amount toreserves.
6. Non-applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013.
7. There were no qualifications mentioned by the Auditors in their report.
8. The policies, as framed by the company is available on the web link as provided hereunder:http://www.adroitinfotech.com/policies-our-company.html
The Directors thank the Company's employees, customers, vendors, investors, Banks, Financial Institutions, and other businesspartners for their continuous support. The Directors also thank the Government of India, Governments of various states in India,and concerned Government departments and agencies for their co-operation extended by them to your company. The Directorsappreciate and value the contribution made by every member of the Adroit family.
Sd/- Sd/-
Sudhakiran Sunkerneni Reddy Sridhar Pyata Reddy
Managing Director Director
DIN:001436242 DIN:07268714
Place: HyderabadDate: August 12,2025