Suyog Telematics Ltd Directors Report

Dear Members,

The Directors are pleased to present to you the Thirty-first (31^st) Annual Report on the business and operations of Suyog Telematics Limited (“the Company” or “Suyog”) along with the audited financial statements for the financial year ended March 31, 2026 (hereinafter referred to as “financial year under review” or “year under review” or “year” or “FY 2025-26”).

In compliance with the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or reenactments) thereof, for time being in force) (hereinafter referred to as “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”), this Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31, 2026 and upto the date of the Board Meeting held on August 11, 2026 to approve this Report.

Financial Performance:

Summary of the operations of the Company for the financial year ended March 31, 2026 is as follows:

	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	21,445.50	20,152.24	22,762.55	20,152.24
Total Expenditure	(7,402.98)	(9,901.01)	(8,192.09)	(9,901.01)
Net Profit/(Loss) Before Depreciation and Tax	14,042.53	10,251.23	14,570.45	10,251.23
Depreciation	(5,819.00)	(4,651.09)	(6,241.01)	(4,651.09)
Profit/ (Loss) Before Tax for the year	8,223.53	5,600.14	8,329.44	5,600.14
Tax	(1,995.68)	(1,544.75)	(2,022.34)	(1,544.75)
Net Profit	6,227.85	4,055.39	6,307.10	4,055.39
Equity	1,171.71	1,113.24	1,171.71	1,113.24
Other Equity	47,710.73	38,924.92	47,786.04	38,924.92
Net Block	33,684.42	31,142.47	34,520.38	31,142.47
Net Current Assets	9,729.73	6,084.13	8,968.09	5,463.75
Cash and Cash Equivalents (including bank balances)	1,543.75	2,475.22	1,642.87	2,475.22
Earnings/(Loss) per Share
(Basic) (in 1)	54.05	34.55	54.07	34.55
(Diluted) (in 1)	51.77	31.61	52.40	31.61

The Company’s total income for FY 2025-26 was 1 21,445.50 Lakhs as compared to 1 20,152.24 Lakhs in FY 2024-25. The Profit Before Tax was 18,223.53 Lakhs as against 1 5,600.14 Lakhs in the previous year. The net profit stood at 1 6,227.85 Lakhs compared to 1 4,055.39 Lakhs in the last year. The basic and diluted EPS for the year were 154.05 and 151.77 respectively.

The operating and financial performance of our Company, including major developments, has been further discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

Business Overview:

Suyog Telematics Limited is one of the leading passive telecom infrastructure providers in India, catering to all major Telecom Service Providers (TSPs) across the country. The Company offers ready-to-use telecom infrastructure on longterm 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.

The Company’s operations are backed by comprehensive Master Service Agreements (MSAs) with telecom operators, which not only ensure long-term revenue visibility but also provide for value-added services such as power supply management, fiberization of sites and Service Level Agreements (SLAs) to guarantee high uptime. These offerings are critical in supporting telecom operators to accelerate their network expansion, improve service quality and enable a faster roll-out of next-generation technologies including 5G.

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.

Change in the nature of business:

During the year under review, the Members of the Company approved certain additions to the Memorandum of Association (“MOA”) of the Company by way of a Special Resolution passed through Postal Ballot on March 14, 2026. The amendments were duly incorporated in the MOA of the Company.

The particulars of such amendments are set forth hereunder:

Clause No.	Clause	Alteration Summary	Effective Date
rn(A)	Object Clause	Insertion of a new Object Clause 3 under Clause III(A) of the Memorandum of Association to broaden the objects of the Company to include civil construction, ropeways infrastructure development, engineering, mining, road, railway, irrigation, power, water and other infrastructure projects, including projects undertaken under BOT, BOLT and BOOT models, as well as development and construction of residential, commercial, industrial, institutional and other properties and related activities, in India and/or abroad. Clause MI(B) of the MOA remained unchanged.	March 14, 2026

Consequent to the addition in the Main Objects of the Company, the National Industrial Classification (NIC) Code of the Company changed to reflect the revised scope of its principal business activities. Accordingly, the Corporate Identification Number (CIN) of the Company changed from L32109MH1995PLC091107 to L61900MH1995PLC091107, with effect from April 02, 2026, as per the records of the Registrar of Companies.

Dividend:

The Board of Directors periodically assesses the Company’s ability and need to distribute dividends to its shareholders, aiming to balance profitability with long-term growth objectives. In view of the same, the Board considers various factors, including current and future earnings, cash flow projections, capital expenditure needs for ongoing and future projects, contingencies and regulatory and economic conditions. Based on these evaluations, the Board has recommended a Final Dividend of Re. 1 per Equity Share for the Financial year 2025-26. This recommendation is made in accordance with the provisions of the Act and subject to the shareholders’ approval at the forthcoming 31^st Annual General Meeting (“AGM”).

The Company declared a dividend of 1 1.80 per Equity Share for the financial year 2024-25, as approved by the shareholders at the 30^th AGM.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) is available on the Company’s website at www.suvogtelematics.co.in/investor/corporate-governance.

Nodal Officer:

In accordance with the provisions of Rule (2A) of Rule 7 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Ms. Aarti Shukla, Company Secretary & Compliance Officer of the Company, has been appointed as the Nodal Officer of the Company. The details are available on the Company’s website at www. suyogtelematics.co.in

Transfer to Reserves:

The Board has decided to retain the entire profits earned during the FY 2025-26 in the surplus account of the Company and does not propose to transfer any amount to the General Reserve.

Details of companies which have become or ceased to be Subsidiaries, Joint Ventures or Associate Companies:

During the year under review, Company has not undergone any Corporate Arrangements, Restructuring or Changes and hence no company has become or ceased to be subsidiary, associate andjoint venture of the Company.

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 I.

Share Capital:

There has been no change in the Authorized Share Capital of the Company during the financial year 2025-26. As on March 31, 2026, it continued to stand at 1 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of 1 10/- (Rupees Ten Only) each.

During the financial year 2025-26, the paid-up equity share capital of the Company increased pursuant to allotment of Equity shares made upon conversion of warrants, as detailed below:

Sr. No.	Allotment Date	No. of Equity Shares Allotted
i	April 15, 2025	35,088
2	May 05, 2025	22,168
3	October 10, 2025	5,27,500

Accordingly, an aggregate of 5,84,756 equity shares was allotted during the financial year pursuant to the conversion of warrants.

As of March 31, 2026, the Paid-up Share Capital of the Company stands at 111,71,71,200/- (Rupees Eleven Crores Seventy-One Lakhs Seventy-One Thousand Two Hundred Rupees Only) comprising 1,17,17,120 (One Crore Seventeen Lakhs Seventeen Thousand One Hundred and Twenty) fully paid-up Equity Shares of 1 10/- each.

Fund raised during the Financial Year:

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.

Employee Stock Options:

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter-alia, administers and monitors the Employees’ Stock Option Plan of the Company. During the year under review, there was no change in the ESOP scheme of the Company.

The Company has one operative Employee Stock Option Scheme i.e. “Suyog Stock Option Scheme 2018” (“Suyog ESOP 2018”) with an objective to reward the Eligible Employees for their performance in the Company and to share the wealth created by the Company with them.

The above Scheme are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB & SE Regulations”). The Company has obtained certificates from the Secretarial 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 https://suvogtelematics¦co¦in/investor/shareholder-communication?tab=3

Public Deposits:

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, 2026, there were no deposits lying unpaid or unclaimed.

During the year, there has been no default in repayment of deposits or payment of interest thereon.

Particulars of Loans, Guarantees or Investments:

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance 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.

Particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Act:

During the year, all related party transactions that were entered into were on arm’s length basis and in the ordinary course of business. The Audit Committee has approved the related party transactions and subsequently, the same were approved by the Board of Directors from time to time and the same are also disclosed in the Notes to Financial Statements of the Company for the year. All transactions were in the ordinary course of business and on an arm’s-length basis and therefore the particulars required under Section 134(3)(h) read with rules as applicable Form AOC-2 are not applicable.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has, on recommendation of the Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company at https://suvogtelematics.co.in/investor

Directors:

As on March 31, 2026, the Board of Directors of the Company comprises of Seven (7) Directors comprising of One (1) Managing Director, One (1) Whole Time Director and Five (5) Non-Executive Directors, out of which Four (4) are Independent Directors including One (1) 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.

Composition of the Board and Key Managerial Personnel

The Board, on the recommendation of the Nomination and Remuneration Committee (“NRC”), appointed Ms. Aarati Savur (DIN:11017436) as an Additional Non-Executive Independent Director not liable to retire by rotation, for a term of five (5) consecutive years commencing from August 12, 2025 to August 11, 2030. The Members of the Company, at the 30^th Annual General Meeting dated September 16, 2025, approved her appointment as a Non-Executive Independent Director of the Company with effect from August 12, 2025.

The Board, on the recommendation of the NRC, appointed Mr. Sanjeev Sunderji Thakker (DIN:11377385) as an Additional Non-Executive Independent Director not liable to retire by rotation, for a term of five(5) consecutive years commencing from January 12, 2026 to January 11, 2031. The Members of the Company, pursuant to the Postal Ballot dated March 14, 2026, approved his appointment as a Non-Executive Independent Director of the Company with effect from January 12, 2026.

Mr. Ajay Kumar Thakur (DIN: 02910317), Independent Director resigned w.e.f. January 13, 2026 due to increased workload and overlapping professional obligations. The Board places on record its high degree of appreciation for the valuable and excellent contribution made by him during his tenure as an Independent Director of the Company.

Mrs. Leena Vijay Govekar (DIN: 07286584), Independent Director, upon completion of her cumulative tenure of 10 years on September 29, 2025 ceased to be an Independent Director of the Company in accordance with the applicable provisions of the Act. The Board places on record its sincere appreciation for her valuable guidance, commitment and significant contribution during her tenure with the Company.

In terms of the provisions of Section 152(6) of the Act, read with the Articles of Association of the Company, Mr. Vivek Lature (DIN: 02274098), Whole-time Director of the Company, was liable to retire by rotation at the 30^th Annual General Meeting and was eligible for re-appointment. However, he demised on September 11, 2025 and accordingly, his reappointment did not arise.

Disclosure and confirmations by Directors and KMP

The Board has taken on record the following disclosures and confirmations submitted by the Directors and KMP of the Company:

Disclosure of interest pursuant to Section 184(1) read with Section 189(2) of the Act, submitted by the Directors and KMP of the Company;

Declaration confirming that they are not disqualified from being appointed or continuing as Directors in terms of Section 164(2) of the Act, submitted by the Directors of the Company;

Declaration regarding compliance with the Code of Conduct for Directors and Senior Management Personnel of the Company, submitted by the Directors and KMP of the Company and

Confirmation that they are not debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India (“SEBI”) or any other statutory/regulatory authority, submitted by the Directors of the Company.

Declaration of Independence:

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, commission 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 databank maintained with the Indian Institute of Corporate Affairs.

Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, the Board of Directors is of the opinion that the Independent Directors appointed during the financial year 2025-26 possess the requisite integrity, expertise and experience, including proficiency, as required under Section 150(1) of the Companies Act, 2013 and the rules made thereunder.

Annual Evaluation

The NRC of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairman, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairman of our Company. In a separate meeting of Independent Directors held on March 23, 2026, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

At the board meeting that followed the meeting of the Independent Directors and meeting of NRC, 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.

Key Managerial Personnel:

In terms of Section 203 of the Act, following are the Key Managerial Personnel (“KMP”) of the Company as on March 31, 2026:

Mr. Shivshankar Lature, Managing Director

Ms. Subhashita Lature, Whole Time Director

Mr. Ajay Kumar Banwarilal Sharma, Chief Financial Officer

Ms. Aarti Kamlesh Shukla, Company Secretary and Compliance Officer

Senior Management Personnel:

In terms of the SEBI Listing Regulations, the Company has identified the “Senior Management Personnel” which comprise of all the Key Managerial Personnel of the Company excluding the Non-Executive and Independent Directors and including the Business Heads and Head - Fiber and Media.

The list of the Senior Management Personnel is provided in Corporate Governance Report.

Number of Meetings of Board of Directors:

During the year, the Board of Directors met 4 (four) 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.

Committees of the Board:

The Board of Directors of the Company have formed various Committees, as per the provisions of the Act and the SEBI Listing Regulations and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in 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 on March 31, 2026, the Audit Committee comprises Mr. Anand Ganpat Kode, Ms. Subhashita Lature and Mr. Udaya Shankar Panda, with Mr. Anand Ganpat Kode, Independent Director, as its Chairman. The Committee comprises a majority of Independent Directors.

b) Nomination and Remuneration Committee

As on March 31, 2026, 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.

c) Stakeholders Relationship Committee

As on March 31, 2026, the Stakeholders’ Relationship Committee comprises Mr. Anand Ganpat Kode as the Chairman and Mr. Shivshankar Lature and Mrs. Suchitra Lature as its members.

d) Corporate Social Responsibility Committee

As on March 31, 2026, 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.

e) Committee of Directors

As on March 31, 2026, the Committee of Directors comprises of Mr. Shivshankar Lature, Ms. Subhashita Lature and Mrs. Suchitra Lature.

f) Fund Raising Committee

As on March 31, 2026, the Committee comprises of Mr. Shivshankar Lature as Chairman and Mrs. Suchitra Lature, Mr. Ajay Sharma and Ms. Aarti Shukla, Company Secretary and Compliance Officer as members.

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.

Compliance with Secretarial Standards on Board and General Meetings:

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 Company complies with all the applicable provisions of the same during the year under review.

Internal Financial Control Systems and their Adequacy:

Our Company has in place adequate internal financial control systems, commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of our Company’s operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control. No material weakness or significant deficiency in the design or operating effectiveness of internal financial controls over financial reporting was reported by the Statutory Auditors . An extensive internal audit is carried out by M/s. SKSS & Associates (FRN:146986W), Chartered Accountants and post audit reviews are also carried out to ensure follow up on the observations made.

Corporate Governance:

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 and commitment to values. The Company has complied with the applicable provisions relating to Corporate Governance during FY 2025-26.

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.

Management Discussion and Analysis Report:

As per Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report highlighting the business of the Company forms part of Annual Report and it, inter-alia, provides details about the economy, business performance review of the Company’s various businesses and other material developments during the year 2025-26.

Credit Ratings:

During the year under review, there was no change in the credit ratings. For brief details of credit ratings refer Report on Corporate Governance.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

Maintenance of Cost Records:

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

Auditors & Reports:

Statutory Auditors:

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

The Auditors’ Report does not contain any qualifications, reservations, adverse remarks or disclaimers. Further, Notes to Accounts are self-explanatory and do not call for any comments.

Secretarial Auditor:

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 in compliance with SEBI Circular dated December 31, 2024, the shareholders appointed 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 II.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

Cost Auditor:

Pursuant to Section 148 of the Act and Rule 6 of the Companies (Cost Records and Audit) Rules, 2014, our Company had appointed M/s. Avnesh Jain & Associates, Cost Accountants (Firm Registration No. 101048) as its Cost Auditor to undertake the Cost Audit of our Company for the financial year ended March 31, 2026. The Cost Auditors’ Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the AGM. Accordingly, the resolution for ratification of the remuneration payable to M/s. Avnesh Jain & Associates, Cost Auditor, for conducting the audit of the cost records of the Company for FY 2025-26 was placed before the Members at the 30^th Annual General Meeting and was duly approved.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, and 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.

As on May 26, 2026, on the recommendation of the Audit Committee, M/s SKSS & Associates, Chartered Accountants, (Firm Registration No. 146986W) were re-appointed by the Board of Directors as the Internal Auditors of the Company for the Internal Audit of Financial year 2026-27.

Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors, Secretarial Auditors nor the Cost Auditors have reported any instances of fraud committed against the Company by its officers and employees to the Audit Committee under Section 143(12) of the Act, details of which are required to be mentioned in the Board’s Report.

Extract of the Annual Return:

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

Policies:

Code for Prevention of Insider Trading:

Our Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Company’s website at www.suyogtelematics.co.in and can be accessed at https://suyogtelematics. co.in/investor/corporate-governance?tab=3

Vigil Mechanism/Whistle Blower Policy:

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 Chairman of the Audit Committee. The Company is committed 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.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. This policy is uploaded on the Company’s website at www.suyogtelematics.co.in and can be accessed at https://suvogtelematics.co.in/investor/corporate-governance?tab=3

Corporate Social Responsibility (CSR) Policy:

The Company’s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR Policy and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Report. The Policy is available on the Company’s website and can be accessed at https://suyogtelematics.co.in/ investor/corporate-governance?tab=3.

Company’s Policy on Board Diversity, Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel:

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 subsection (3) of Section 178 of the Act, which is placed on the website of the Company and can be accessible at http:// https://suvogtelematics¦co¦in/investor/corporate-governance?tab=3

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.

Our Company has in place a robust policy on prevention of sexual harassment at workplace, which sets out the framework for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. An Internal Committee (“IC”) has been constituted in line with statutory requirements for redressal of complaints related to sexual harassment and to ensure fair and timely resolution in accordance with the policy.

Your Directors state that during the year under review, there were no complaint 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:

No. of Complaints received	No. of Complaints disposed off	No. of Complaints pending for more than 90 days
Nil	Nil	Nil

Risk Management Policy:

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 the measures undertaken for identification, assessment, mitigation and monitoring of such risks.

The Risk Management Policy is periodically reviewed and can be accessed at https://suyogtelematics.co.in/investor/ corporate-governance?tab=3

Code of Conduct for Directors & Senior Management:

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Act and Regulation 17(5) of SEBI Listing Regulations. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company’s website.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo:

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 IV.

Human Resources:

As a service Company, the Company’s operations are heavily dependent on qualified and competent personnel. As on March 31, 2026, the total strength of the Company’s permanent employees stood at 409, excluding casual & contract Employee. Our Company takes significant efforts in training all employees at various levels.

Disclosure pursuant to the Maternity Benefit Act, 1961

Your Company remains compliant 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.

During the year, no Maternity Benefit was provided to employee of the Company. However Paternity benefit was given to Four (4) employees.

Service of Documents through Electronic Means

Subject to the applicable provisions of the Act, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of Members whose email addresses are registered in their demat account or are otherwise provided by the Members to the Company or its Registrar and Share Transfer Agent. A Member shall be entitled to request for physical copy of any such documents.

Particulars of Employees:

The statement of disclosures required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure-V to this Report.

The Company confirms that no employee was in receipt of remuneration falling within the purview of the limits prescribed under the provisions of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year to which these financial statements relate and the date of the Report:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate to and the date of the Report except as reported in this Report.

Directors Responsibility Statement:

Pursuant to the requirement under Section 134(5) of 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, 2026, 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, 2026 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, 2026 on a going concern basis;

e) they have laid down internal financial controls which are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Transfer of Funds to Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF” or “Fund”) Account established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account.

During the financial year 2025-26, the Company have transferred 22 shares to the IEPF Account. In compliance with the requirements of the IEPF Rules, the Company had published a notice in newspapers on June 24, 2025, informing the shareholders about the proposed transfer of equity shares to the IEPF Account which had become due for transfer.

Details of the unclaimed dividend as of March 31, 2026, are available on the Company’s website at www.suyogtelematics. co.in. Shareholders who have a claim on such dividend are requested to contact the Company’s Registrar and Share Transfer Agent, Bigshare Services Private Limited, at info@bigshareonline.com for necessary guidance and to lodge their claim in the prescribed manner.

Insolvency and Bankruptcy Code:

During the financial year under review, no application 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 2025-26.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

During the year under review, the Company did not enter into any one-time settlement with any Bank or Financial Institution. Accordingly, disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 relating to the difference between the valuation done at the time of one-time settlement and the valuation done at the time of availing the loan is not applicable.

Others:

Our Directors confirms that there has been no failure in implementation of any Corporate Action during the financial year 2025-26.

Cautionary Statement:

Statements in this Report, particularly those which relate to the Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied such statements depending on the circumstances.

Acknowledgement:

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 & NonGovernment 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.

		By order of the Board of Directors
		For Suyog Telematics Limited
	Sd/-	Sd/-
	Shivshankar Lature	Subhashita Lature
Place: Mumbai	Managing Director	Whole Time Director
Date: August 11, 2026	DIN: 02090972	DIN: 07953938