The directors present the Company's 33rd Annual Report along with the Audited Financial Statements for the financialyear ended March 31, 2025.
Brief Financial Highlights with comparison of the previous financial year are as follows: (Rupees in Lakhs)
PARTICULARS
Current Year2024-2025
Previous Year2023-2024
Revenue from Operations
61,177.74
50,321.05
Other Income
1,644.69
670.77
Total Income
62,822.43
50,991.82
Earnings before Interest, Tax, Depreciation & Amortization
9,257.06
6,590.12
Less: Interest, Depreciation & Amortization Expenses
658.85
862.10
Earnings Before Tax
8,598.21
5,728.02
Less: Tax Expenses
2,210.05
1,042.00
Earnings After Tax
6,388.16
4,686.02
Other Comprehensive Income/ (Expense)
(28.83)
(60.48)
Total Comprehensive Income
6,359.33
4,625.55
Financial results for the financial year ended March 31, 2025, are prepared in compliance with the Indian Accounting 29_
Standards (Ind- AS) prescribed under Section 133 of the Companies Act, 2013.
Your Company has reported annual revenue from operations for FY 2024-25 INR 61,177.74 Lakhs which is 21.57%increase from previous year revenue of INR 50,321.05 Lakhs. The EBITDA for the FY 2024-25 stood at INR 9,257.06Lakhs reporting a growth of 40.47 % as compared to EBITDA of INR 6,590.12 for the FY 2024-25. The Profit After Tax(PAT) for the FY 2024-25 stood at INR 6,388.16 Lakhs reporting a growth of 36.32% as compared to the PAT of INR4,686.02 Lakhs for the FY 2024-25.
Owing to competition in space of select customers & the raw material cost, there are margin pressures. We havefocused on better sourcing and design optimization so that we protect our margins going forward.
A detailed discussion on the industry structure, threats, opportunities, risks and business outlook is given separatelyin the Management's Discussion and Analysis section, which forms a part of this annual report.
The Board of the Company comprises of seven experienced directors from diverse areas, which enables the Boardto provide effective leadership to the Company. Composition of the Board is in conformity with the provisions of theCompanies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015.
The Board of Directors of the Company as on March 31, 2025 is as follows:
Mr. Visweswara Reddy
- Chairman & Non-Executive Director
Mr. Shridhar Gokhale
- Whole-Time Director*
Mr. Sharat Chandra Kolla
- Non-Executive Director
Mr. Ajay Kumar Dhagat
- Independent Director
Dr. Sutanu Behuria
Ms. Leena M Sathyanarayanan
Mr. Sudheer Vennam
The Key Managerial Personnel of the Company as on March 31, 2025 is as follows:
Mr. SaiKrishnan C. P.
- Chief Financial Officer
Mr. Manikandan M
- Company Secretary®
Mr. Karthick. D
- Compliance Officer
There were no changes in the Board of Directors during the reporting period.
* Mr. Shridhar Gokhale, Chief Executive Officer and Whole Time Director decided to move out for his personal reasonsand the board accepted his resignation and Subsequently appointed Mr. Purushothaman M as his successor. Thischange was made as per succession planning within the company.
@Mr. Manikandan. M, Company Secretary and Compliance Officer had stepped down first as Compliance Officerwith effect from March 27, 2025 and from Company Secretary position effective April 10, 2025 and Mr. Karthick. Dwas appointed as Compliance Officer on March 27, 2025 and Mr. Shiva Prasad Padhy was appointed as CompanySecretary with effect from May 20, 2025. Mr. Dayanand Ramakrishnan was appointed as Chief Operating Officer witheffect from May 20, 2025
The Board of Directors met five (5) times during the financial year. The said meetings were held on May 23, 2024;August 06, 2024; November 12, 2024; December 31, 2024 and February 11, 2025.
The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gapbetween two meetings. The necessary quorum was present for all the meetings.
Board Committees plays a vital role in improving the Board effectiveness in areas where more focus and discussionsare required. Board has constituted three Committees in accordance with the provisions of Companies Act, 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its composition during the year are asfollows:
S. No
Name of the Committee
Composition
1.
Audit Committee
i)
ii)
iii)
Mr. Ajay Kumar Dhagat, ChairmanDr. Sutanu Behuria, MemberMr. Sharat Chandra Kolla, Member
iv)
Ms. Leena M Sathyanarayanan, Member
2.
Nomination and Remuneration Committee
3.
Stakeholders' Relationship Committee
Mr. Sharat Chandra Kolla, ChairmanMr. Ajay Kumar Dhagat, MemberMr. Shridhar Gokhale, Member
4.
Corporate Social Responsibility Committee
Mr. Sharat Chandra Kolla, ChairmanMs. Leena M Sathyanarayanan, MemberMr. Shridhar Gokhale, Member
Details in respect of each Committee during the year are provided in the Corporate Governance Report forming part
of the Directors' Report.
To the best of our knowledge and belief and according to the information and explanations obtained by us, your
Directors make the following statements in terms of Section 134(3) (c) and 134 (5) of the Act, that;
a) In the preparation of the annual financial statements for the financial year ended March 31, 2025, the applicableaccounting standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyat the end of the financial year 2024-25 and of the statement of Profit of the Company for the year under review;
c) The Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assetsof the Company and preventing and detectingfraud and other irregularities;
d) The Directors had prepared the accounts for thefinancial year ended March 31, 2025, on a 'goingconcern basis;
e) The Directors had laid down Internal FinancialControls to be followed by the Company and suchInternal Financial Controls are adequate and wereoperating effectively;
f) The Directors had devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
In terms of Section 178 of the Companies Act, 2013 andthe SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015, Company's policy on nomination andremuneration of Directors, Key Managerial Personnel(KMP), Senior Management and other employeesshall act as a guideline for determining, inter-alia,qualifications, positive attributes and independenceof a Director, matters relating to the remuneration,appointment, removal and evaluation of performanceof the Directors, Key Managerial Personnel, SeniorManagement and other employees.
As a policy, currently the independent directors are paidsitting fee of Rs. 40,000/- per meeting per person forattending the Board and Audit Committee Meetingsand Rs. 5,000/- per meeting per person for attendingStakeholders Relationship Committee, Nomination& Remuneration Committee and Corporate SocialResponsibility Committee meetings.
The Company believes that sound succession plans forthe senior leadership are very important for creatinga robust future for the Company. The Nomination andRemuneration Committee in consultation with the Boardof Directors work along with the Human Resourcedepartment of the Company for a structured leadershipsuccession plan.
Pursuant to Share Purchase Agreement (the "SPA")between Shirdi Sai Electricals Limited ("SSEL") andProlec GE Internacional, S.De. R.L. De C.V ("Prolec GE")dated December 20, 2019, SSEL acquired the 529,593equity shares of face value Rs. 10 each (the "ResidualShares") representing 4.99% of the paid-up equity sharecapital of the Company by way of off-market purchaseon October 23, 2023.
Consequent to the aforesaid share transfer, thecompany received a request from Prolec GE, erstwhilePromoter for reclassification from Promoter to Publiccategory. Accordingly, in compliance with Regulation31A of SEBI (LODR) Regulations 2015, the companyfiled an application to the Stock Exchanges, i.e., BSELtd (BSE) and National Stock Exchange of India Limited(NSE) on January 12, 2024 for the said reclassification.In consideration of the application, the Stock Exchanges(BSE and NSE) approved the reclassification of theerstwhile promoter on November 12, 2024.
PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT, 2013
The Company has not provided any loans, guarantee ormade any investments covered under section 186 of theCompanies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTSWITH RELATED PARTIES REFFERED TO IN SECTION188(1) OF COMPANIES ACT, 2013
The particulars of contracts or arrangements with relatedparties referred to in Section 188(1), as prescribed inForm AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the CompaniesAct, 2013, is appended as Annexure "I".
Pursuant to Section 139 of the Companies Act, 2013,M/s. ASA & Associates LLP, Chartered Accountants(Firm Registration No. 009571N/N500006), have beenappointed as Statutory Auditors for a period of five (5)years commencing from financial year 2020-21 andshall hold office till the conclusion of the ensuing AnnualGeneral Meeting. Being eligible and consented for theirre-appointment, Audit committee and the Board ofDirectors recommend and propose the re-appointmentof M/s. ASA & Associates LLP, Chartered Accountants(Firm Registration No. 009571N/N500006) as StatutoryAuditor for 2nd term of 5 consecutive years, to hold officefrom the conclusion of the 33rd Annual General Meetinguntil the conclusion of the 38th Annual General Meetingof the Company.
Pursuant to provisions of Section 204 of the Actread with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014and amendments thereto, your Company engaged theservices of M/s. J B Bhave & Co., Company Secretaries,Pune to conduct the Secretarial Audit of the Company forthe financial year ended March 31, 2025. The SecretarialAudit Report in Form MR-3 is given in Annexure - II,forming part of this report.
In compliance with Section 204 of the CompaniesAct 2013 and Regulation 24A of the SEBI (LODR)
Regulations and amendments thereto, Being eligible andconsented for their re-appointment, Audit committeeand the Board of Directors recommend and propose theappointment of M/s. J B Bhave & Co, Practicing CompanySecretaries, a peer reviewed firm as Secretarial Auditorsof the Company for a term of five consecutive yearscommencing from FY 2025-26 till FY 2029- 30, subjectto approval of the Members at the ensuing AGM.
There are no qualifications, reservations or adverseremarks or disclaimers made by M./s. ASA & AssociatesLLP, Statutory Auditors, in their report and by M/s. J BBhave & Co., Company Secretaries in their secretarialaudit report.
Pursuant to section 148 and rules made there underand based on the recommendation of the AuditCommittee, your Board has approved the appointmentof Mr. K Suryanarayanan, Cost Accountant (RegistrationNo: 102347), as the Cost Auditor of the Company forthe financial year 2025-2026, on a remuneration asmentioned in the Notice convening the 33rd AnnualGeneral Meeting for conducting the audit of the costrecords maintained by the Company.
The Company has maintained the required cost recordsas prescribed under Section 148(1) of the CompaniesAct, 2013, read along with Companies (Cost Recordsand Audit) Rules, 2014.
In order to strengthen the liquidity position of thecompany, your board of directors has decided to utilizethe retained earnings towards funding of the capacityaddition. Hence, no dividend has been recommendedby the Board of Directors of the Company for FinancialYear 2024-25.
During the year under review, no amount was transferredto the General Reserves of the Company.
The production operations at the factory weretemporarily suspended from April 29, 2024 to May 23,2024, on account of the disturbances caused by theworkers owing to the difference of opinion in computationof VDA (Variable Dearness Allowance). The dispute wasresorted to Conciliation before Deputy Commissionerof Labour (DCL), Kancheepuram. The parties arrivedat a settlement on May 23, 2024. Accordingly, the DCLdocumented the settlement arrived between the partiesin writing.
The operations at the factory resumed effective May 24,2024. As on date of this report, there is no material loss/damage impacting the financial position of the company.
Apart from the changes in the Board of Director and KeyManagerial Personnel, there were no material changesand commitments affecting the financial position of thecompany which have occurred between the end of thefinancial year of the company to which the financialstatements relate and the date of the report.
The Board of Directors has carried out an annualevaluation of its own performance, its Committees andindividual Directors including Independent Directorspursuant to the requirements of the Act and the ListingRegulations. Further, the Independent Directors, at theirexclusive meeting held on March 31, 2025, reviewed theperformance of the Board as a whole, its Chairman andNon-Executive Directors and other items as stipulatedunder the Listing Regulations.
In terms of the provisions of Section 197(12) of theAct read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, a statement showing thenames and other particulars of the employees drawingremuneration in excess of the limits set out in the saidrules are provided in the Annual Report.
Disclosures pertaining to remuneration and otherdetails as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, as amended, also form part of this Annual Report.However, having regard to the provisions of secondproviso to Section 136(1) of the Act, the Annual Reportexcluding the aforesaid information, is being sent toall the members of the Company and others entitledthereto. The said information is open for inspectionand any member interested in obtaining the same maywrite to the Company Secretary and will be furnishedon request.
Your Company is committed to good corporategovernance aligned with the best corporate practices. Aseparate Report on Corporate Governance is providedas a part of this Annual Report, besides the ManagementDiscussion and Analysis.
The Company has complied with applicable SecretarialStandards issued by the Institute of the CompanySecretaries of India during the year.
The brief outline of the Corporate Social Responsibility('CSR') policy of the Company and the initiativesundertaken by the Company on CSR activities duringthe year under review are set out in Annexure - III ofthis report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules, 2014including any statutory modifications/amendmentsthereto for the time being in force. For other detailsregarding the CSR Committee, please refer to theCorporate Governance Report, which is a part of thisreport.
Apart from the regulatory requirements, the company'sapproach towards CSR is holistic and integrated withthe core business strategy for addressing social andenvironmental impacts of business. The Company iscommitted to undertake the CSR activities to addressthe well-being of all stakeholders and not just thecompany's shareholders.
Your Company has not accepted any fixed depositsor Public Deposits covered under Chapter V of theCompanies Act, 2013 and, as such, no amount ofprincipal or interest was outstanding on the date of theBalance Sheet.
The Company has an adequate system of InternalFinancial Controls in place with reference to the financialstatements. Audit Committee periodically reviews theInternal Financial Control and Risk Assessment Systemof the Company. During the year, Internal FinancialControls were tested and no material weaknesses in thedesign or operating effectiveness were observed.
Your Company has a "Vigil Mechanism (Ombuds &Open Reporting Procedure)" to provide an avenueto stakeholders, including employees and directors,to report concerns related to any actual or potentialviolation of law or violation of the Company's Codeof conduct. The mechanism provides for adequatesafeguards against victimization of Director(s) andEmployee(s) who avail the mechanism.
The Whistle Blower Policy is explained in corporategovernance report and also placed on the notice boardand the website of the Company at www.indo-tech.com
The Company has formulated a Risk Management policyto identify, assess, monitor and mitigate various risksto the Company. Identified risks and the mitigationplans are discussed at the meetings of the Internal RiskManagement Committee, Audit Committee and theBoard of Directors of the Company.
The information as prescribed under Section 134 ofthe Companies Act, 2013, read with the Companies(Accounts) Rules, 2014 is as follows:
Your Company has constantly been emphasizingoptimization of energy consumption in everypossible area by implementing regular energyaudits to monitor consumption through EnergyManagement Dashboard to enable precisemonitoring and optimization of energy consumptionacross various Sub Power Panels. This data-drivenapproach resulted in targeted interventions andefficiency improvements such as:
a) Energy-Efficient Lighting within FactoryPremises: All streetlights within thefactory premises have been upgraded fromconventional 250W sodium vapour lampsto energy-efficient 120W LED lights. Thisinitiative resulted in 5 % reduction in powerconsumption, improved illumination quality,and contributed to long-term cost savings.
Traditional electrical contractors in all winding 3:machines were replaced with VariableFrequency Drives (VFDs), contributing 3%energy savings and enhanced operationalefficiency.
c) Fuel Optimization: The usage of furnace oilwas substituted with briquettes, resulting inannual fuel cost savings of approximately 87Lakh and enhancing overall environmentalsustainability.
d) Water Conservation: Recycled UF-treatedwater from the Sewage Treatment Plant (STP)is being utilized for toilet flushing purposes,promoting water conservation and sustainableresource management.
Implementation of IoT-enabled temperaturemonitoring system for DT ovens. This providesreal-time temperature data with hourly alertsvia email and SMS, ensuring optimization ofperformance.
b) Transformer Oil Level Monitoring: Installationof level transmitters with hooter alert systemon transformer oil tank to monitor oil levelson real time, preventing overflow incident andensuring operational safety.
The Company's exposure to foreign currency risk atthe end of the reporting period mentioned in Note30 to the financial statements for the year endedMarch 31, 2025.
As per provisions of Section 92 (3) of the Act readwith Rule 12 of the Companies (Management andAdministration) Rules, 2014 as amended from time totime, the copy of the Annual Return in the Form MGT-7 is hosted on website of your Company at www.indo-tech.com
During the year under review, the Internal Auditor,Statutory Auditor, Cost Auditor and Secretarial Auditorhave not reported any instances of frauds committed inthe Company by its Officers or Employees to the AuditCommittee and / or Board under section 143(12) of theAct.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS OF THE COMPANY
During the Financial Year under review, no regulator orcourt has passed any significant and / or material ordersimpacting the going concern status of the Company andits future operations.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
Your Company has in place an Anti-Sexual HarassmentPolicy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013. The InternalComplaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment.All employees are covered under this policy.
During the financial year 2024-25, there were nocases reported under Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act,2013.
The company has complied with the provisions ofMaternity Benefits Act, 1961.
No application was made or any proceedings werepending against the company under the Insolvency andBankruptcy Code, 2016 during the year.
Your Directors state that no disclosure or reporting isrequired in respect of the following items as there wereno transactions / events on these items during the yearunder review:
a) Issue of equity shares with differential rights as todividend, voting or otherwise.
b) Issue of Shares (including Sweat Equity Shares) toemployees of the Company under any Scheme.
c) Voting rights which are not directly exercisedby the employees in respect of shares for thesubscription/ purchase of which loan was given bythe Company (as there is no scheme pursuant towhich such persons can beneficially hold shares asenvisaged under section 67(3)(c) of the Act).
d) There has been no change in the nature of businessof your Company.
e) The Company has not made any one-timesettlement for loans taken from the Banks orFinancial Institutions.
f) There was no revision of financial statements andBoard's Report.
As at March 31, 2025, there is no subsidiary company.ACKNOWLEDGEMENTS
Your Directors express their appreciation of thecontinued cooperation of Governments and Governmentagencies, bankers, customers, suppliers and alsothe valuable assistance and guidance received fromShirdi Sai Electricals Limited and all the shareholders.Your Directors also wish to thank all employees fortheir contribution, support and continued cooperationduring the financial year and are deeply grateful to theshareholders of the Company for the confidence andfaith.
For and on behalf of the Board of DirectorsINDO-TECH TRANSFORMERS LIMITED
Place: Kancheepuram Director Chief Executive Officer & Whole-Time Director
Date : July 04, 2025 DIN : 08851423 DIN : 11074837