Suyog Telematics Ltd Directors Report

Summary of the operations of the Company for the financial year ended March 31, 2025 is as follows:

(Rs. In Lakhs)

Suyog Telematics Limited is one of the leading passive telecom infrastructure providers in India, catering to all major Telcom Service Providers (TSPs) across the country. The Company offers ready-to-use telecom infrastructure on long-term lease arrangements, enabling operators to deploy their active equipment such as antennas and Base Transceiver Stations (BTS) in a cost-efficient and time-bound manner.

With its pan-India presence covering all telecom circles, Suyog has established itself as a trusted partner in the sector, contributing to the digital transformation journey of the nation by providing scalable and reliable passive infrastructure solutions.

The Company is strategically positioned to benefit from the ongoing growth in the telecom sector, particularly the nationwide 5G roll-out, increasing demand for fiberized sites, and the deployment of small cells to enhance network densification. By leveraging its robust infrastructure portfolio, operational expertise, and strong relationships with leading telecom operators, Suyog aims to strengthen its leadership position while creating long-term sustainable value for its stakeholders.

BSNL arrangement

Currently, the Company maintains a strong presence in key regions throughout India, including Mumbai, Maharashtra, Gujarat, Delhi, Rajasthan, Karnataka, Tamil Nadu, Andhra Pradesh, Odisha, Assam, North East, West Bengal, and Uttarakhand. We are also expanding our reach to cover PAN India.

The Company declared a dividend of Rs. 1.25 per Equity Share in the financial year 2023-2024, as approved by the shareholders at the 29th AGM.

The Board has decided to retain the entire profits earned during the FY 2025 in the surplus account of the Company and does not propose to transfer any amount to the General Reserve.

During the year under review, the Company completed the acquisition of a 95% equity stake in Lotus Tele Infra Private Limited, thereby making it a subsidiary of Suyog Telematics Limited. Lotus is engaged in providing passive telecom infrastructure in the Delhi NCR region and currently operates over 120 telecom sites.

During the year under review, none of the entities ceased to be subsidiary/ joint venture/ associate of thepany. For the financial year ended March 31, 2025, Lotus reporteda turnover of approximately12.54 crore. In the preceding year, the Company recorded healthy growth across key financial parameters, with revenue growth of -3.82%, profit growth of -37.42%, EBITDA growth of -45.34%, and net worth growth of 15.58%.

Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint ventures as per applicable accounting standards as prescribed in Form AOC-1, is annexed to this Report as Annexure 1.

As on March 31, 2025, the Company does not have any Associate or Joint Venture Company.

There has been no change in the Authorized Share Capital of the Company during the financial year 2024-25. As on March 31, 2025, it continued to stand at Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the financial year 2024 25, the paid-up equity share capital of the Company increased pursuant to allotments made on account of conversion of warrants. On August 27, 2024, the Company allotted 1,40,360 equity shares, March 29, 2025, the Company allotted 329,884 equity shares upon conversion of warrants, followed by an allotment of 35,088 equity shares on April 15, 2025, and a further 22,168 equity shares on May 5, 2025, at a price of 570 per share, aggregating to approximately 94.77 lakh.

As of March 31, 2025, the Paid-up Share Capital of the Company stood at Rs.11,13,23,640/- (Rupees Eleven Crores Thirteen Lakhs Twenty-Three Thousand Six Hundred and Forty Only) consisting of 1,11,32,364 (One Crore Eleven Lakhs Thirty -Two Thousand Three Hundred and Sixty-Four) fully paid-up equity shares of Rs.10/- each.

The shareholders of the Company, at the Extraordinary General Meeting held on January 17, 2025, passed a special resolution authorizing the Board to raise funds through private placement of equity shares or convertible securities, including by way of preferential issue, in compliance with the provisions of the Act and applicable SEBI regulations. However, the proposed private placement could not bepleted during the financial year under review, and consequently, no allotment of securities was made under the said resolution.

During the year under review, the Company has not issued any shares with differential voting rights, nor has it granted any stock options or sweat equity shares.

ESOP schemes of the Company.

Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB & SE Regulations and the resolutions passed by the members.

The certificates are available for inspection by members in electronic mode. The details as required to be disclosed under the SBEB & SE Regulations can be accessed at www.suyogtelematics.co.in/investor/corporate-governance

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there were no deposits lying unpaid or unclaimed.

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are inpliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in Notes to the Financial Statements forming part of the Annual Report. All the loans given by the Company to the bodies corporate are towards business purposes.

Statements of the Company for the year. Accordingly, the disclosure of particulars of contracts/arrangements entered into by the Company with related parties in Form AOC2 is not applicable on the Company.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has, on rmendation of the Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company at HYPERLINK www.suyogtelematics.co.in/corporate-governance-3-2/

As on March 31, 2025, the Board of Directors of the company comprises of Eight (8) Directors consisting of a Managing Director, Two (2) Whole Time Director and Five (5) Non-Executive out of which Four (4) are Independent Directors including one Woman Independent Director. The constitution of the Board of the Company is in accordance with Section

149 of the Act read with Regulation 17 of SEBI Listing Regulations.

On the basis of the written representations received from the directors, none of the above directors are disqualified under Section 164 (2) of the Act.

In terms of the provisions of Section 152(6) of the Act read with Articles of Association of the Company, Mrs. Suchitra Lature, who was liable to retire by rotation, was re-appointed as a Director at the 29th AGM by the Members of the Company.

Further, Mr. Vivek Lature (DIN: 02274098), Whole-time Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board rmends his re-appointment for the approval of Members.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of SEBI Listing Regulations. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, remuneration,mission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder.

At the board meeting that followed the meeting 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 the entire Board, excluding the independent director being evaluated.

Business Heads and Head - Fiber and Media.

During the year, the Board of Directors met 6 (Six) times, the details of which are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings and SEBI Listing Regulations, as amended from time to time.

The Board of Directors of the Company have formed various Committees, as per the provisions of the Act and as per SEBI Listing Regulations and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees: a) Audit Committee

As of March 31, 2025, the Audit Committee consists of Mr. Anand Ganpat Kode, Ms. Subhashita Lature, and Mr. Udaya Shankar Panda as its members. The Committee is chaired by Mr. Anand Ganpat Kode and includes a majority of Independent Directors.

As of March 31, 2025, the Nomination and Remuneration Committee Comprises Mr. Anand Ganpat Kode, Mr. Udaya Shankar Panda, and Mrs. Suchitra Shivshankar Lature as its members. The Committee, which has a majority of Independent Directors, is chaired by Mr. Anand Ganpat Kode.

As on March 31, 2025, the Corporate Social Responsibility Committee Comprises of Mr. Anand Ganpat Kode as the Chairman, Mr. Shivshankar Lature, and Mrs. Suchitra Shivshankar Lature as its members.

As on March 31, 2025, the Committee of Directorsprises of Mr. Shivshankar Lature, Mrs. Leena Vijay Govekar,

Mrs. Suchitra Shivshankar Lature and Mr. Vivek Lature.

The details with respect to the Composition, powers, roles and terms of reference of the aforesaid committees are given in the Corporate Governance Report which is presented in a separate section and forms part of the Annual Report.

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Companyplies with all the applicable provisions of the same during the year under review.

Our Company has in place adequate internal financial control systems,commensurate with the size of its operations.

Internal control system comprising of policies and procedures are designed to ensure sound management of our

As on May 20, 2025, the Board has appointed SKSS & Associates, Chartered Accountants as an Internal auditor of the Company for the Financial year 2025-2026.

Our Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability andmitment to values. Our Company was compliant with the provisions relating to Corporate Governance.

The report on Corporate Governance, as stipulated under Regulation 34 of SEBI Listing Regulations forms an integral part of this Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act.

A Certificate from M/s. Amruta Giradkar and Associates, Secretarial Auditors of the Company, confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulations, is annexed to this Report.

During the year under review, the Company has obtained credit ratings from various reputed agencies. For brief details of credit ratings refer Report on Corporate Governance.

During the year, the Company has maintained proper cost records as specified by the Central Government under Section 148(1) of the Act.

M/s. SPML & Associates, Chartered Accountants, Mumbai (Firm Registration No. 136549W) were appointed as Statutory Auditors of the Company at the 29th AGM for a term of five consecutive years from the conclusion of 29 th AGM till the conclusion of 34th AGM. The Company has received their eligibility certificate confirming that they are not disqualified from continuing as Auditors of the Company.

Accounts are self-explanatory and do not call for anyments.

Pursuant to Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the SEBI Listing Regulations, and inpliance with SEBI Circular dated December 31, 2024, the Board, based on the rmendation of the Audit Committee, rmends to the shareholders the appointment of M/s. Amruta Giradkar and Associates, Practicing Company Secretaries, Mumbai (M. No. 48693/ C. P. No. 19381) as the Secretarial Auditor of the Company for a term of five consecutive financial years from the financial year 2025-26 to 2029-30. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure 2. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the AGM. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Avnesh Jain & Associates, to conduct the audit of cost records of the Company for the financial year 2024-25 has been included in the Notice of the forting 30 th AGM of the Company. The Directors rmend the same for approval by the Members.

Pursuant to the provisions of Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, and on the rmendation of the Audit Committee, M/s DBS & Associates, Chartered Accountants, (Firm Registration No. 018627N) were re-appointed by the Board of Directors as the Internal Auditors of the Company for the Internal Audit of financial year 2024-25.

As on May 20, 2025 on the recommendation of the Audit Committee, M/s SKSS & Associates, Chartered Accountants, (Firm Registration No. 146986W) were appointed by the Board of Directors as the Internal Auditors of the Company for the Internal Audit of Financial year 2025-26.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.suyogtelematics.co.in

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior.

The policy provides for a mechanism, which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, and so on. The employees of the Company have the right/ option to report their concern/ grievance to the Chairperson of the Audit Committee. The Company ismitted to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Audit Committee.

The Company believes that building a diverse and inclusive culture is integral to its success and that a diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which are necessary for achieving sustainable and balanced development. The Board has adopted Board Diversity Policy and Nomination and Remuneration Policy of the Company on remuneration and other matters including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, which is placed on the website of the Company and can be accessible at http://suyogtelematics.co.in/ corporate-governance-3-2/ Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Our Company has always believed in providing a safe and harassment free workplace for all individuals working across its offices through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Directors state that during the year under review, there were noplaint received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The detailed disclosure pertaining to Prohibition of Sexual Harassment of Women at Workplace pursuant to the MCA Circular G.S.R. 357(E), dated May 30, 2025 is stated below:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are strategic risks, financial risks, operational risks and such other risks which may potentially affect the working of the Company. A copy of the risk management policy is placed on the website of the Company.

Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, the Company is not required to constitute a Risk Management Committee. However, the Board of Directors periodically reviews the risks faced by the Company and is of the opinion that no risk exists which may threaten the existence of the Company.

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure 4.

Your Company remainspliant with respect to the provisions of Maternity Benefit Act, 1961 and further confirms that there has been no deviation from the provision of the Maternity Benefit Act, 1961.

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any amendments thereof.

The information containing particulars of employees as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is attached herewith as Annexure 5

There have been no other material changes andmitments which have occurred after the close of financial year till the date of report, which may affect the financial position of the Company, except as stated in this report.

Pursuant to the requirement under Section 134of the Act, the Directors hereby confirm and state that: a) in the preparation of the annual financial statements for the financial year ended March 31, 2025, the applicable accounting standards had been followed and no material departures have been made for the same; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2025 and of profit of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis; e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensurepliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the financial year 2024-25, the Company did not transfer any shares to the IEPF Account. However, inpliance with the requirements of the IEPF Rules, the Company published a notice in newspapers on June 24, 2025, informing the shareholders about the proposed transfer of equity shares to the IEPF Account which have be due for transfer.

During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year 2024-25.

There was no instance of one-time settlement with any Bank or Financial Institutions during the period under review.

Our Directors confirms that there has been no failure in implementation of any Corporate Action during the financial year 2024-2025.

Our Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our users, bankers, customers, Government & Non-

Government Agencies & various other stakeholders.

Our Directors also place on record their appreciation of the vital contributions made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.