Your Directors have pleasure in presenting before you the 41st Board Report on the Company's business andoperations, together with the audited standalone financial statements for the financial year endedMarch 31, 2025.
The financial highlights (standalone) of the Company's operations are as follows:
Particulars
2024-25
2023-24
Total Income
2710.58
4404.96
Total Expenditure
2243.32
3742.83
Profit before Tax
467.26
662.13
Total Tax expenses
70.09
99.32
Profit after Tax
397.17
562.81
EPS (in Rs)
1.30
4.87
The total revenue of the Company for the financial year ended March 31, 2025 was Rs. 2710.58 lakhs ascompared to the previous year's total revenue of Rs. 4404.96 lakhs. During FY 2024-2025, the Company hasa net profit of Rs 397.17 lakhs as against the previous year's net profit of Rs. 562.81 lakhs.
Company is developing a next-generation immersive education platform integrating 3D contentdevelopment, AI-enabled embedded systems, and multiformat 2D & 3D display hardware. The projecttargets engineering, vocational (ITI, Diploma), medical, science, and intermediate education sectors.
Passive Polarized 3D Interactive Whiteboards (LCD/LED) • AR/VR Learning Modules with custom hardware-software stacks • Glasses-Free Light Field 3D Displays (Naked-Eye 3D) • AI-powered gesture control &interactive simulations • Curriculum-aligned 3D asset libraries for 10 engineering disciplines • Multi-sizeEducational Displays (40"-136") for classrooms, labs, and auditoriums • Full IT and cloud ecosystemintegration for hybrid learning.
• Positioned at the intersection of EdTech, AI, immersive learning, and national skilling missions (NEP 2020,Digital India, Skill India). • Scalable model with low hardware dependency leveraging existing ITinfrastructure. • Early pilot success enables rapid adoption across India's large education sector. •Proprietary IP in 3D display technology positions Titan Intech uniquely against conventional EdTech players.
• Growing market opportunity with multiple monetization streams and strong government alignment.
There was no change in the nature of business of the Company during the financial year ended onMarch 31, 2025.
Your Company has devised proper systems to ensure compliance with the provisions of all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and that such systems areadequate and operating effectively. During the year under review, your Company has complied with theSecretarial Standards issued by the Institute of Company Secretaries of India.
During the F.Y. 2024-25, the authorised share capital of the Company is increased from Rs 23,00,00,000/-(Rupees Twenty three crores only) divided into 2,30,00,000 (Two crores thirty lakhs) equity shares of Rs 10/-each to Rs 55,00,00,000 (Rupees Fifty five crores only) divided into 5,50,00,000 (Five crore fifty lakhs) equityshares of Rs 10/- each.
Subsequent to the end of FY 2024-25, the Company has not increased the authorised share capital.
During the year under review, the Company has allotted 88,28,812 Bonus shares to the shareholder of theCompany
The paid up equity share capital of the Company as on date of this report is Rs. 31,51,03,910/- (Rupees Thirtyone crores fifty one lakhs three thousand nine hundred and ten only) divided into 3,15,10,391 (Three crorefifteen lakhs Ten thousand three hundred and ninety one) equity shares of Rs. 10/- each.
No amount has been transferred to reserves during the year.
Your Board of Directors has not declared any dividend during the year.
The Company has not bought back any of its securities during the financial year ended March 31, 2025.
The Company has adopted Indian Accounting Standards (Ind AS). The standalone financial statements of theCompany forming part of the Annual Report have been prepared and presented in accordance with all thematerial aspects of the Indian Accounting Standards ('Ind AS') as notified under section 133 of the CompaniesAct 2013 read with the Companies (Indian Accounting Standards) Rules 2015 and relevant amendment rulesissued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").
The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013and as such, no amount on account of principal or interest on public deposits was outstanding as on the dateof the balance sheet.
There are no significant or material orders passed by the Regulators / Courts which would impact the goingconcern status of your Company and its future operations.
There were no material changes and commitments, affecting the financial position of the Company betweenthe end of the financial year March 31, 2025, to which the financial statements relates and the date of signingof this report.
i. During the year under review the Board of Directors of the Company has appointed Mr. KumarrajuRudraraju (DIN: 00209775) as an Additional Director of the Company under the category of IndependentDirector effective from November 27, 2024. His appointment was subsequently regularized by the membersof the Company through Postal ballot notice.
ii. the Board of Directors of the Company has appointed Narsimharao Venkata Laxmi Venuturupalle (DIN:10565686) as an Additional Director of the Company under the category of Independent Director effectivefrom November 27, 2024. His appointment was subsequently regularized by the members of the Companythrough Postal ballot notice.
iii. the Board of Directors of the Company has appointed Bhavani Prasad Kale (DIN: 01809067) as anAdditional Director of the Company under the category of Executive Director effective from 03 January 2025.His appointment was subsequently regularized by the members of the Company through Postal ballot notice.
iv. the Board of Directors of the Company has appointed Venkata Subba Rao Elchuri (DIN: 09772309) as anAdditional Director of the Company under the category of Independent Director effective from November14, 2024. His appointment was subsequently regularized by the members of the Company through Postalballot notice.
v. the Board of Directors of the Company has appointed Bharath Pavuluri (DIN: 07753959) as a Director ofthe Company under the category of Non- Executive Director effective from November 28, 2024. He ceasedas a director w.e.f. 30.05.2025.
During the year under review, there was change in the CFO of the Company and also appointments andcessation of directors was done.
The Company has received declarations from all the Independent Directors of the Company confirming thatthey continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act,2013, rules made there under and Regulations 16 & 25 of the Listing Regulations. The Independent Directorshave also confirmed that they have complied with the Company's code of conduct.
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the ListingRegulations, the Nomination and Remuneration Committee has formulated a policy relating to thenomination and remuneration for the Directors and the Key Managerial Personnel (KMP). The current policyis to have an appropriate mix of executive, non-executive and independent directors to maintain theindependence of the Board and separate its functions of governance and management. The policy of theCompany on directors' appointment and remuneration, including criteria for determining qualifications,positive attributes, independence of a director and other matters are adopted as per the provisions of theCompanies Act, 2013. The detailed policy is available on the Company's website at www.titanintech.in
The parameters and the process for evaluation of the performance of the Board and its Committees havebeen explained in the Corporate Governance Report.
In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,details of the familiarization programme of the Independent Directors are available on the website of theCompany at www.titanintech.in
The Board of Directors of the Company duly met 10 (Ten) times during the financial year. The intervening gapbetween any two meetings was within the prescribed period. The details of the Board meetings is given inthe Corporate Governance Report.
We have in place all the Committees of the Board which are required to be constituted under the CompaniesAct, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A detailed note on the Board and its Committees is provided under the Corporate Governance Report sectionin this Board's Report.
There are no Subsidiaries, Associates and Joint Ventures as at the end of the financial year March 31, 2025.
At the 39th AGM of the Company, the members approved appointment of M/s. SMV & Co. CharteredAccountants, Hyderabad having Firm registration number 015630S as Statutory Auditors of the Company fora period of 5 years from the conclusion of that AGM.
The Auditors' Report for FY 2024-25 does not contain any qualification, reservation or adverse remark. TheReport is enclosed with the financial statements in this Annual Report.
The Company has external firms of Chartered Accountants acting as internal auditors that reviews internalcontrols and operating systems and procedures as per the scope of audit. The Internal Audit Reports of theCompany are reviewed by the Audit Committee on quarterly basis.
The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the InternalAuditors of your Company every year in compliance with Section 138 of the Act read with the Companies(Accounts) Rules, 2014.
The Board of Directors has reappointed Kota and Associates, Chartered Accountants as Internal Auditor ofthe Company for the FY 2024-25. The recommendations of the internal audit team on improvements requiredin the operating procedures and control systems are also presented to the Audit Committee, for the teamsto use these tools to strengthen the operating procedures.
Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not applicable to the Company for thefinancial year ended March 31, 2025.
A statement showing the names of the top ten employees in terms of remuneration drawn and the nameof every employee is annexed to this report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014, the Board had appointed Mr. Sambhu Prasad HanumathVenkata Srinaga Mukkamala (COP Number: 11723) Practicing Company Secretary as Secretarial Auditors toconduct Secretarial audit of the Company for the FY 2024-25.
The Secretarial Audit Report issued by Mr. Sambhu Prasad Hanumath Venkata Srinaga Mukkamala, PracticingCompany Secretary in form MR-3 is enclosed to this Annual Report.
During the year under review, the provisions of the section 135 of the Companies Act, 2013 are not applicableto the Company.
In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion andAnalysis Report highlighting the industry structure and developments, opportunities and threats, outlook,risks and concerns etc. is part of this Annual Report.
The detailed report on Corporate Governance along with the Auditors' Certificate on Corporate Governanceas stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 enclosed to this Annual Report.
A statement containing additional information as required under Clause IV of Section II of Part II of ScheduleV of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of thisAnnual Report.
During the year, the risk assessment parameters were reviewed and modified. The audit committee reviewedthe element of risks and the steps taken to mitigate the risks. In the opinion of the Board, there are no majorelements of risk which have the potential of threatening the existence of the Company.
The audit committee provides the framework of Risk Management by describing mechanisms for theproactive identification and prioritization of risks based on the scanning of the external environment andcontinuous monitoring of internal risk factors.
Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. Therobust governance structure has also helped in the integration of the Enterprise Risk Management processwith the Company's strategy and planning processes where emerging risks are used as inputs in the strategyand planning process. Identified risks are used as one of the key inputs in the strategy and business plan.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud,error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparationof reliable financial disclosures.
Based on the framework of internal financial controls and compliance systems established and maintainedby the Company, including the audit of internal financial controls over financial reporting by the statutoryauditors and the reviews performed by management and the relevant board committees, including the auditcommittee, the Board is of the opinion that the Company's internal financial controls were adequate andeffective during FY 2024-25. Please refer Internal control systems and adequacy" in the ManagementDiscussion and Analysis report.
The Company has prepared the financial statements for the financial year ended March 31, 2025 onstandalone basis, since there were no subsidiaries or associates of the Company as at the end of the FY 2024¬25.
Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and hasestablished the necessary vigil mechanism for directors and employees to report concerns about unethicalbehaviour. The said Policy provides for adequate safeguard against victimization of directors/employees whoavail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. Noperson has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has beenplaced on website of the Company and web link thereto is www.titanintech.in
During the year, there were no whistle blower complaints received by the Company.
During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have notreported any instances of frauds committed in the Company by its officers or employees to the AuditCommittee under Section 143(12) of the Companies Act, 2013 details of which need to be mentioned in thisReport.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 willbe uploaded on the Company's website at www.titanintech.in
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordancewith The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has always provided a safe and harassment free workplace for every individual working in itspremises through various policies and practices. The company always endeavours to create and provide anenvironment that is free from discrimination and harassment including sexual harassment. The Company hasbeen actively involved in ensuring that the employees are aware of the provisions of the POSH Act and rightsthereunder. In the year under review, the Company has not received any such complaint from any employee.
The Company has not given any loans / guarantees or made any investments during the year under review.
All transactions entered with related parties for the year under review were on arm's length basis and in theordinary course of business. There were no materially significant related party transactions made by theCompany with Promoters, Directors, Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. All related party transactions are placed beforethe Audit Committee and also before the Board for approval, where ever required. The Company hasdeveloped a Policy on Related Party Transactions for the purpose of identification and monitoring of suchtransactions. The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.titanintech.in
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same isannexed herewith as Annexure-III to this Report.
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgorequired to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of theCompanies (Accounts) Rules, 2014 are forming part of this Report.
Employees are our most valuable assets and key to the success of your Company. We are committed to hiringand retaining the best talent. We always strive towards collaborative, transparent and participativeorganization culture, and reward individual contribution and innovation.
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors'Responsibility Statement, the Board of Directors of the Company hereby confirms:,
i. in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;
ii. such accounting policies as mentioned in the notes to the financial statements have been selected andapplied consistently and judgments and estimates that are reasonable and prudent made so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of thestatement of profit of the Company for that period;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
iv. the annual accounts for the year 2024-25 have been prepared on a going concern basis.
v. that the Directors, had laid down internal financial controls to be followed by the Company that suchinternal financial controls were adequate and were operating effectively.
vi. that system to ensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.
Statements in this Report, particularly those which relate to Management Discussion and Analysis asexplained in the Corporate Governance Report, describing the Company's objectives, projections, estimatesand expectations may constitute 'forward looking statements' within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or implied in the statementdepending on the circumstances.
The Board of Directors takes this opportunity to place on record its appreciation to all the stakeholders ofthe Company, viz., customers, investors, banks, regulators, suppliers and other business associates for thesupport received from them during the year under review. The Directors also wish to place on record theirdeep sense of gratitude and appreciation of all the employees for their commitment and contributiontowards achieving the goals of the Company.