Directors Report of Suyog Telematics Ltd.

Mar 31, 2025

The Directors are pleased to present to you the 30^th 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, 2025.

Financial Performance:

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

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25
Total Income	20,152.24	17,427.46	20,152.24
Total Expenditure	(9.901.01)	(6,877.06)	(9.901.01)
Net Profit/(Loss) Before Depreciation and Tax	10,251.23	10,550.40	10,251.23
Depreciation	(4,651.09)	(3,410.48)	(4,651.09)
Profit/ (Loss) Before Tax for the year	5,600.14	7,139.92	5,600.14
Tax	(1,544.75)	(808.68)	(1,544.75)
Net Profit	4,055.39	6,331.24	4,055.39
Equity	1,113.24	1,066.21	1,113.24
Other Equity	38,924.92	28,773.17	38,924.92
Net Block	31,142.47	37,267.35	31,959.30
Net Current Assets	6,084.13	879.58	5,463.75
Cash and Cash Equivalents (including bank balances )	2,475.22	365.1	2,615.22
Earnings/(Loss) per Share
(Basic) (in Rs.)	34.55	59.83	34.55
(Diluted) (in Rs.)	31.61	59.83	31.61

The Company’s total ie for FY 2024-25 was Rs. 201.52 Crores aspared to Rs. 174.27 Crores in FY 2023-24. The profit
before tax was Rs.56.00 Crores as against Rs. 71.40 Crores in the previous year. The net profit stood at Rs.40.55
Crorespared to Rs.63.31 Crores in the last year. The basic and diluted EPS were Rs.34.55 and Rs.31.61 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
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.

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.

Key developments:

i. ) Listing of Shares on National Stock Exchange of India Limited

During the year under review, the equity shares of the Company were successfully listed and admitted for trading on
the Main Board of the National Stock Exchange of India Limited (NSE) with effect from August 20, 2024, under the
symbol “SUYOG”. This development marks a significant milestone in the Company’s growth journey, as the listing
on NSE, in addition to the existing BSE listing, is expected to enhance visibility in the capital markets, provide wider
access to investors, improve liquidity of the Company’s shares, and create long-term value for all stakeholders.

ii. ) Strategic Acquisition of Lotus Tele Infra Private Limited

During the financial year under review, the Company successfully executed the acquisition of 95% equity stake
in Lotus Tele Infra Private Limited (“Lotus” or “Subsidiary”), a Delhi-NCR-based passive telecom infrastructure
firm, for a cash consideration of approximately Rs. 13.5 crore. The agreement, initially contemplated through a
binding Memorandum of Understanding on December 26, 2024, led to theformal completion of the acquisition
on March 31, 2025, resulting in Lotus bing a remove wholly owned of the Company. As of March 31, 2024, Lotus
had reported a turnover of around Rs. 13 crore. This strategic move expands Suyog Telematics’ footprint in the
critical Delhi and NCR regions by adding 120 telecom sites and enhancing service delivery capabilities across its
infrastructure portfolio.

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 Rs. 1.80 per Equity Share for the Financial year 2024-25. This recommended will be made in accordance
with the provisions of the Companies Act, 2013 (“the Act”) and subject to the shareholders’ approval at the forting 30^th
Annual General Meeting (“AGM”).

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 29^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.suvoatelematics.co.in/investor/corporate-aovernance.

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.
suvoatelematics.co.in

Transfer to Reserves:

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.

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

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 reported a turnover of approximately ''12.54 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.

Share Capital:

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.

Fund raised during the Financial Year:

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.

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 schemes of the Company.

The Company has one operative Employee Stock Option Schemes 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 Schemes 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 www¦suvoatelematics¦co¦in/investor/corporate-aovernance

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, 2025, there were no deposits lying
unpaid or unclaimed.

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 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.

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. 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.suvogtelematics.co.in/corporate-governance-3-2/

Directors:

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.

The Board, on the rmendation of the Nomination and Remuneration Committee (“NRC”), appointed Mr. Ajay Kumar
Thakur (DIN: 02910317) as an Additional Non-Executive Independent Director not liable to retirement by rotation, for a
term of 3 (three) consecutive year commencing from August 09, 2024 to August 08, 2027. The Members of the Company
at their 29^th Annual General Meeting (“AGM”) approved his appointment as Non-Executive, Independent Director w.e.f.
August 09, 2024.

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 29^th 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.

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, 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.

Annual Evaluation

The Nomination and Remuneration Committee 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 theposition of the Board and itsmittees, 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 which was held on March 20, 2025,
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 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.

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, 2025:

Mr. Shivshankar Lature, Managing Director

Mr. Vivek Lature, Whole Time 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” whichprise of
all the Key Managerial Personnel of the Company excluding Non-Executive and Independent Directors and including the
Business Heads and Head - Fiber and Media.

Number of Meetings of Board of Directors:

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.

Committees of the Board:

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.

b) Nomination and Remuneration Committee

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.

c) Stakeholders Relationship Committee

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

d) Corporate Social Responsibility Committee

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.

e) Committee of Directors

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.

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 Companyplies 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 system 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 andpliance. Systems and procedures are periodically reviewed by the
Audit Committee to maintain the highest standards of Internal Control. During the year under review, no material or
serious observation has been received from the Auditors of our Company citing inefficiency or inadequacy of such
controls. An extensive internal audit is carried out by M/s. DBS & Associates, Chartered Accountants and post audit
reviews are also carried out to ensure follow up on the observations made.

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.

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 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.

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 2024-25.

Credit Ratings:

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.

Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status andpany’s 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 anyments.

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 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.

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 31^st March, 2025. 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
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.

Internal Auditors:

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.

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 fraudmitted 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.

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 http://suyogtelematics.
co.in/corporate-governance-3-2/

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 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.

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 http://suyogtelematics.co.in/corporate-governance-3-2/

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
Annexue 3 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 http://suyogtelematics.co.in/
corporate-governance-3-2/.

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 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.

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 compliant 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 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 GSR. 357(F). dated May .30. 7075 is stated below:

No. of Complaints received during the year	No. of Complaints disposed of during the year	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 SFBI 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.

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 SFBI Listing Regulations. The Code also incorporates the duties of Independent Directors.
All the Board Members and Senior Management Personnel have confirmedpliance 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 4.

Human Resources:

As a service Company, the Company’s operations are heavily dependent on qualified andpetent personnel. As on 31^st
March 2025, the total strength of the Company’s permanent employees stood at 392, excluding casual & contract staff.
Our Company takes significant effort in training all employees at various levels.

Disclosure pursuant to the Maternity Benefit Act, 1961

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.

Particulars of Employees:

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

Material changes andmitments, if any, affecting the financial position of the
Company, which have occurred between the end of the financial year to which
these financial statements relates and the date of the report:

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.

Directors’ Responsibility Statement:

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.

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 (“IFPF Rules”), all unpaid or unclaimed dividends are
required to be transferred by the Company to the Investor Education and Protection Fund (“IFPF” 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 2024-25, the Company did not transfer any shares to the IFPF Account. However, inpliance
with the requirements of the IFPF 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.

Details of the unclaimed dividend as of March 31, 2025, 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 for necessary guidance and to lodge their
claim in the prescribed manner.

Insolvency and Bankruptcy Code:

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.

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:

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

Others:

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

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 in the statement 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 & 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.

By order of the Board of Directors
For Suyog Telematics Limited

Shivshankar Lature Subhashita Lature

Pl^ace : Mumb^ai Managing Director Whole Time Director

Date : August 12, 2025 DIN: 02090972 DIN: 07953038

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Mar 31, 2024

The Directors are pleased to present to you the 29th Annual Report of 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, 2024.

Financial Performance:

Summary of the operations of the Company for the financial year ended March 31, 2024 is as follows:

PARTICULARS	(5 in Lakhs)
	2023-24	2022-23
Revenue from Operations	17427.46	15228.23
Total Expenditure	6877.06	6685.06
Net Profit/(Loss) Before Depreciation and Tax	10550.40	8543.17
Depreciation	3410.48	2643.21
Profit/ (Loss) Before Tax for the year	7139.92	5899.96
Tax	808.68	1269.37
Net Profit	6331.24	4630.59
Equity	1066.21	1048.24
Other Equity	28773.17	22377.65
Net Block	37267.35	34280.49
Net Current Assets	8694.29	10271.76
Cash and Cash Equivalents (including bank balances)	365.10	217.49
Earnings/(Loss) per Share	-	44.17
(Basic) (in Rs.)	59.38	44.17
(Diluted) (in Rs.)	59.38	44.17

The net revenues from operations grew by 16% to 5166.61 Crores. Profit before tax increased by 21.02% to 571.40 Crores. The net profit was 563.31 Crores (38% of net revenue), compared to 546.45 Crores in the previous year. Expenditure increased by 6.48% to 588.27 Crores (inclusive of interest expenses but excluding depreciation).

The operating and financial performance of your Company has been covered in the Management Discussion and Analysis Report which forms part of the Annual Report.

Business Overview:

Suyog specializes in the development, ownership, and operation of telecommunication towers and optical fiber cable (OFC) systems, in addition to other pertinent infrastructure assets. The Company''s primary mission is to provide these passive infrastructure resources to a diverse array of wireless and communications service providers on a shared basis, there by facilitating their efficient network expansion and enhancement endeavors. These service providers rely on our telecommunication towers to house and maintain their active communication equipment, thereby ensuring the uninterrupted and seamless functioning of their wireless communication services.

Our three largest customers are Bharti Airtel, Vodafone Idea, and Reliance Jio, which are the leading wireless telecommunication service providers in India by wireless revenue.

Recently, the Company has entered into an arrangement with Bharat Sanchar Nigam Limited (BSNL) for an aggressive rollout of sites on the IP1 model across India, including the critical Mumbai and Delhi Circles. All sites will have a 10 year lock-in period with a Master Service Agreement ("MSA") tenure of 15 years.

Currently, the Company maintains a strong presence in key regions throughout India, including, 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.

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 making this decision, 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 have recommended a dividend distribution of up to Rs. 1.25 per share for the financial year 2023-24. This recommendation has been made in accordance with the provisions of the Companies Act, 2013 and subject to shareholder approval at the upcoming 29th Annual General Meeting.

The Company declared a dividend of Rs. 0.50 per share in the financial year 2022-2023, as approved by the shareholders at the 28th Annual General Meeting. Details of the unclaimed dividend as of March 31, 2024, are available on the Company''s website at https://suvogtelematics.co.in/shareholder-communication. Shareholders who have a claim on this dividend are requested to contact our Registrar and Share Transfer Agents, Bigshare Services Private Limited, at [e-mail].

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 http://suvogtelematics.co.in/corporate-governance-3-2/ - Dividend Distribution Policy

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, Mr. AjayKumar Sharma, Chief Financial Officer, 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 amount of profits for FY 2024 in the profit and loss account and does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

Share Capital:

There has been no change in the authorized share capital of the Company during the financial year 2023-24.

Accordingly, as on March 31, 2024, the Authorized share capital stood at INR 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.

The Company allotted 54,400 equity shares on July 4, 2023, and 1,25,320 equity shares on October 7, 2023, to the option holders, who exercised their stock options under the ESOP Plan 2018. As a result, the paid-up equity share capital increased by 1,79,720 equity shares with a face value of 510/- each. As of March 31, 2024, the paid-up share capital of the Company is 510,66,21,200/-, consisting of 1,06,62,120 fully paid-up equity shares of 510/- each.

Fund raised during the Financial Year:

The Company, through a special resolution passed at the 28th Annual General Meeting held on September 11, 2023, approved the issuance of 10,55,000 Fully Convertible Equity Warrants via a preferential issue on a private placement basis to the Promoters. The allotment of these warrants was completed on April 12, 2024.

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

Employee Stock Options:

The Nomination & 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 schemes of the Company.

The Company has one operative Employee Stock Option Schemes 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 Schemes 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/results/

Public Deposits:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there were no deposits lying unpaid or unclaimed.

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 the Notes to the Financial Statements forming part of the Annual Report. All the loans given by the Company to the body corporate are towards business purpose.

Particulars of Contracts or Arrangements with related parties referred to in section 188(1) of the Companies Act, 2013:

All related party transactions that were entered into during the year were on arm''s length basis and in the ordinary course of business except as disclosed in Form AOC 2 which forms part of the Board Report as Annexure I. 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 disclosed in the Financial Statements of the Company for the year under review.

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

During the year, the Company has borrowed fund from Mr. Shivshankar G. Lature, Managing Director, are not at arm''s length basis, to enable it to meet cash flow requirements, which falls under the purview of Related Party Transaction. The details of the said transaction are also mentioned in Form AOC-2 which forms part of the Directors'' Report.

Directors:

As on March 31, 2024, the Board of Directors of your Company comprises of Eight (8) Directors consisting of a Managing Director, Two (2) Whole Time Director and Five (5) Non-Executive and Independent Directors, 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, and 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.

The Company has adhered to Section 152 of the Companies Act, 2013. Mr. Vivek Lature, who retired by rotation, was reappointed as a Director at the 28th Annual General Meeting. The Board recommends the reappointment of Mrs. Suchitra Lature, who also retires by rotation and, being the longest-serving director, is eligible and has offered herself for reappointment.

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 Regulation. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, remuneration, 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 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 of Independent Director on the Board.

Annual Evaluation

The Nomination & Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson 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 your Company. In a separate meeting of independent directors which was held on March 19, 2024, 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 nonexecutive directors.

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.

Key Managerial Personnel:

In terms of Section 203 of the Act, following are the KMP of the Company as on March 31, 2024:

• Mr. Shivshankar Lature, Managing Director

• Mr. Vivek Lature, Whole Time 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 all the Key Managerial Personnel of the Company excluding Non-Executive and Independent Directors and includes the Business Heads and Head Fiber and Media.

Number of Meetings of Board of Directors:

During the year, the Board of Directors are met Seven (7) 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 your 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 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 of March 31, 2024, the Audit Committee consists of Mr. Anand Ganpat Kode, Mrs. Leena Govekar, and Mr. Vivek Lature as its members. The Committee is chaired by Mr. Anand Ganpat Kode and includes a majority of Independent Directors.

b) Nomination and Remuneration Committee

As of March 31, 2024, the Nomination and Remuneration Committee comprises Mr. Anand Ganpat Kode, Mrs. Leena Govekar, 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, 2024, the Stakeholders'' Relationship Committee is comprises Mr. Anand Ganpat Kode, as the Chairman, Mr. Shivshankar Lature, and Mrs. Suchitra Shivshankar Lature, as its members.

d) Corporate Social Responsibility Committee

As on March 31, 2024, the Corporate Social Responsibility Committee is comprises 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, 2024, the Committee of Directors is comprises Mr. Shivshankar Lature, Mrs. Leena Govekar, Mrs. Suchitra Shivshankar Lature and Mr. Vivek Lature.

The details with respect to the Composition, powers, roles, terms of reference, etc. 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 system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your 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. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by M/s. DBS & Associates, 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. Your 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 part of 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 Auditor of the Company confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulation, is annexed to this Report.

Management Discussion and Analysis Report:

As per Regulation 34 of SEBI Listing Regulation, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of Annual Report it, inter-alia, provides details about the economy, business performance review of the Company''s various businesses and other material developments during the year 2023-24.

Credit Ratings:

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.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s 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 your Company at the 24th Annual General Meeting for a term of five consecutive years from the conclusion of 24th Annual General Meeting of Company till the conclusion of its 29th Annual General Meeting. Your Directors recommend the reappointment of M/s. SPML & Associates, Chartered Accountants, Mumbai (Firm Registration No. 136549W) for an additional term of five years, commencing from the end of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting. 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, your Company had appointed M/s. Amruta Giradkar and Associates, Company Secretaries, as its Secretarial Auditors to undertake the Secretarial Audit of your Company for the financial year ended 31st March, 2024. 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, your Company had appointed M/s. Avnesh Jain & Associates, Cost Accountants (Firm Registration No. 101048) as its Cost Auditor to undertake the Cost Audit of your Company for the financial year ended 31st March, 2024. 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 Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Avnesh Jain & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2024-25 has been included in the Notice of the forthcoming 29th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Internal Auditors.

Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s DBS & Associates Chartered Accountants were re-appointed by the Board of Directors to conduct internal audit of the Company.

Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors, Secretarial Auditors or Cost Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board''s Report.

Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 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.

Your 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 http://suvogtelematics.co.in/corporate-governance-3-2/

Viail Mechanism/Whistle Blower Policy:

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

The policy is to provide 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 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 http://suvogtelematics.co.in/corporate-governance-3-2/

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 of the Company 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 http://suvogtelematics.co.in/corporate-governance-3-2/.

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. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is 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, is placed on the website of the Company and can be accessible at http://suvogtelematics.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 every individual working in any office 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. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Committee ("IC") which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Report of Corporate Governance.

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 risk that 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 liable to constitute a committee of Directors. Whereas a Board of Directors at their meetings review the risk to the Company, which in the opinion of the Board no risk exists which threaten the existence of the Company.

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, 2024, the total strength of the Company''s permanent employees stood at 368 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.

Particulars of Employees:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rules 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 Companies Act, 2013 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 V.

Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of the report:

There have been no other material changes and commitments that 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.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) 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, 2024, 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 on March 31, 2024 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 year ended March 31, 2024 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 ensure compliance with the provisions of all applicable laws sand that such systems were adequate and operating effectively.

The details of application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 ("IBC") during the year along with its status as at the end of Financial Year:

There was no application made or any proceeding pending under IBC during the year under review.

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:

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

Others:

Our Directors confirms that there has been no failure in implementation of any Corporate Action during the financial year 2023-2024.

Cautionary Statement:

Statements in this Report, particularly those which relate to 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 in the statement depending on the circumstances.

Acknowledgement:

Your 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.

Your Directors also place on record their appreciation of the vital contribution 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

Shivshankar Lature Vivek Lature

Pl_ace : M_umb_ai Managing Director Whole Time Director

Date : August 9, 2024 DIN: 02090972 DIN: 02274098

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Mar 31, 2023

The Board of Directors hereby submits the 28th Annual Report of the business and operations of Suyog Telematics Limited ("the Company" or "Your Company" or "STL") along with the audited financial statements for the financial year ended March 31, 2023.

Result of our Operations and State of Affairs

Summary of the operations of the Company for the financial year ended March 31, 2023 is as follows:

PARTICULARS	2022-23	*2021-22
Revenue from Operations	14,364.44	12,633.88
Total Expenditure	9,328.27	7,511.58
Net Profit/Loss Before tax	5,899.96	5,672.99
Profit/ (Loss) for the year	4,630.59	4,138.22
Equity	1,04,82,400	1,04,82,400
Other Equity	22,377.65	17,782.51
Net Block	26,763.84	20,408.47
Net Current Assets	-67.72	859.59
Cash and Cash Equivalents (including bank balances)	217.49	322.59
Earnings/(Loss) per Share
(Basic)(in '')	44.17	40.1
(Diluted)(in '')	44.17	40.75

*Reimbursement of Electricity Expense incurred at sites has been set off against actual expenses incurred, earlier which form part of Revenue from Operation, accordingly previous year figures has been regrouped.The Company is a passive telecommunication infrastructure provider in India, engaged primarily in the business of installing and commissioning of telecom Towers and Optical Fiber Cable ("OFC") Systems in India.

BUSINESS OVERVIEW:

The Company''s business is to build, own and operate telecom Towers, optical fiber cable (OFC) systems and related assets and to provide these passive infrastructure assets on a shared basis to wireless and other communications service providers. These customers use the space on our telecommunication towers to install active communication-related equipment to operate their wireless communications networks.

Our three largest customers are Bharti Airtel, Vodafone Idea and Reliance Jio which are the three leading wireless telecommunication service providers in India by wireless revenue.

We have our telecom towers in Mumbai, Maharashtra, Gujarat, Delhi, Rajasthan, Karnataka, Tamil Nadu, Andhra Pradesh, Odisha, Assam & NE, West Bengal and Uttarakhand. We are expanding our arm towards (Presence across Nation) PAN India.

During the year under review, the Company has registered a turnover of ''14364.44 lakhs as against ''12633.88 lakhs in the previous year. The other income stood at ''863.79 lakhs against ''550.69 lakhs in the previous year. The total expenditure stood at ''9328.27 lakhs as against ''7511.58 lakhs in the previous year. Your Company had registered a total net profit of ''4630.59 lakhs for the financial year ended on March 31, 2023 as against profit of ''4138.22 lakhs in the previous year.

The operating and financial performance of your Company has been covered in the Management Discussion and Analysis Report which forms part of the Annual Report.

DIVIDEND:

The Company has declared dividend of Re. 1 per share for the financial year 2021-22. Whereas, Your Directors have recommended a dividend of Re. 0.50/- per share for the financial year 2022-23 for the approval by the Members at the ensuing 28th Annual General Meeting.

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 http://suyogtelematics.co.in/corporate-governance-3-2/ - Dividend Distribution Policy.

TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amounts to the General Reserves, for the year ended 31st March 2023.

SHARE CAPITAL:

There has been no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company during the financial year 2022-23.

Accordingly, as on March 31, 2023, the Authorized share capital stood at INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of ''10/- (Rupees Ten Only) each.

The paid up share capital of the Company as on March 31, 2023 is ''10,48,24,000/-divided into 1,04,82,400 fully paid up equity shares of Re.10/- each.

Further, the Company has not issued any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. There has been no change in the capital structure of the Company during the year.

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) Regulations, 2014 ("SBEB & SE Regulations") The Company has obtained certificates from the Secretarial Auditors of the Company stating that the Scheme 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://suyogtelematics.co.in/results/

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2023, there were no deposits lying unpaid or unclaimed.

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 the Notes to the Financial Statements forming part of the Annual Report. All the loans given by the Company to the body corporate are towards business purpose.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All related party transactions that were entered into during the year were on arm''s length basis and in the ordinary course of business except as disclosed in Form AOC 2 which forms part of the Board Report as Annexure 1. 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 disclosed in the Financial Statements of the Company for the year under review.

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

DIRECTORS:

As on March 31, 2023, the Board of Directors of your Company comprises of Eight (8) Directors consisting of a Managing Director, Two (2) Whole Time Director and Five (5) Non-Executive and Independent Directors, 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, and Regulation 17 of SEBI Listing Regulations.

During the year, Mr. Udaya Shankar Panda (DIN: 09663507) was appointed as an Independent Director of the Company for a period of 5 (Five) years with effect from February 07, 2023 upto February 06, 2028. Mr. Shivshankar Lature (DIN: 00320541) was re-appointed as the Managing Director of the Company for a period of 5 years w.e.f. 1st August, 2023.

Mr. Deodatta Marathe (DIN: 02940812), Independent Director resigned w.e.f. 01st December, 2022 due to old age. Accordingly, he also vacated the position of an Audit Committee Member and Nomination, Nomination and Remuneration Committee Member of the Company. The Board placed on record its high degree of appreciation for the valuable and excellent contribution made by him during his tenure as a Director of the Company.

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.

Mr. Vivek Lature (DIN: 02274098), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution seeking shareholder''s approval for his re-appointment along with the required details forms part of the Notice.

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 Regulation. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, remuneration, 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 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 of Independent Director on the Board.

ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson 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 your Company. In a separate meeting of independent directors which was held on February 07, 2023, 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 nonexecutive directors.

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.

KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Rahul Kapur, Company Secretary (CS) of the Company has resigned w.e.f. August 29, 2022 and Ms. Aarti Kamlesh Shukla, was appointed as Company Secretary & Compliance Officer with effect from September 26, 2022.

The Board places on record its appreciation for Mr. Rahul Kapur for their contribution during their tenure.

Pursuant to the provisions of Section 203 of the Act, Mr. Shivshankar Lature, Managing Director, Mr. Vivek Lature, and Ms. Subhashita Lature, Whole Time Director, Mr. AjayKumar Banwarilal Sharma, Chief Financial Officer and Ms. Aarti Kamlesh Shukla, Company Secretary are the Key Managerial Personnel of the Company as on March 31,2023.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

During the year, the Board of Directors are met Five (5) 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 your 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 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, 2023, the Audit Committee is comprises of Mr. Anand Ganpat Kode, Mrs. Leena Govekar and Mr. Vivek Lature as its Members. The Committee comprises of majority of Independent Directors with Mr. Anand Ganpat Kode, as being the Chairman.

b) Nomination and Remuneration Committee

As on March 31, 2023, the Nomination and Remuneration Committee is comprises of Mr. Anand Ganpat Kode, Mrs. Leena Govekar and Mrs. Suchitra Shivshankar Lature, as its members. The Committee comprises of majority of Independent Directors with Mr. Anand Ganpat Kode, being the Chairman.

c) Stakeholders Relationship Committee

As on March 31, 2023, the Stakeholders'' Relationship Committee is comprises Mr. Anand Ganpat Kode, as the Chairman, Mr. Shivshankar Lature, and Mrs. Suchitra Shivshankar Lature, as its members.

d) Corporate Social Responsibility Committee

As on March 31, 2023, the Corporate Social Responsibility Committee is comprises Mr. Shivshankar Lature, as the Chairman, Mr. Anand Ganpat Kode and Mrs. Suchitra Shivshankar Lature as its members.

e) Committee of Directors

As on March 31, 2023, the Committee of Directors is comprises Mr. Shivshankar Lature, Mrs. Leena Govekar, Mrs. Suchitra Shivshankar Lature and Mr. Vivek Lature.

The details with respect to the Composition, powers, roles, terms of reference, etc. 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

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your 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. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by M/s. DBS & Associates, Chartered Accountants and post audit reviews are also carried out to ensure follow up on the observations made.

CORPORATE GOVERNANCE

Your 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. Your 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 part of 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 Auditor of the Company confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulation, is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI Listing Regulation, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of Annual Report it, inter-alia, provides details about the economy, business performance review of the Company''s various businesses and other material developments during the year 2022-23.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S 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. SMPL & Associates, Chartered Accountants, Mumbai (Firm Registration No. 136549W) were appointed as Statutory Auditors of your Company at the 24th Annual General Meeting for a term of five consecutive years from the conclusion of 24th Annual General Meeting of Company till the conclusion of its 29th Annual General Meeting.

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, your Company had appointed M/s. Amruta Giradkar and Associates, Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit of your Company for the financial year ended 31st March, 2023. 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 Auditor in its Report. Cost Auditor:

Pursuant to Section 148 of the Act, your Company had appointed M/s. Avnesh Jain & Associates, Cost Accountants (Firm Registration No. 101048) as its Cost Auditor to undertake the Cost Audit of your Company for the financial year ended 31st March, 2023. 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 Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Avnesh Jain & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2023-24 has been included in the Notice of the forthcoming 28th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s DBS & Associates, Chartered Accountants were re-appointed by the Board of Directors to conduct internal audit of the Company.

Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors, Secretarial Auditor or Cost Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board''s Report.

ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 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:

Your 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 http://suyogtelematics.co.in/corporate-governance-3-2/

Vigil Mechanism/Whistle Blower Policy:

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

The policy is to provide 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 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 http://suyogtelematics.co.in/corporate-governance-3-2/

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 of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 3 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 http://suyogtelematics. co.in/corporate-governance-3-2/.

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. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is 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, 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:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in any office 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 Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Committee ("IC") which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Report of Corporate Governance.

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 risk that 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 Listing Regulations, the Company is not liable to constitute a committee of Directors. Whereas a Board of Directors at their meetings review the risk to the Company, which in the opinion of the Board no risk exists which threaten the existence of the Company.

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 4.

HUMAN RESOURCES

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31st March 2023, the total strength of the Company''s permanent employees stood at 389 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.

PARTICULARS OF EMPLOYEES

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rules 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 Companies Act, 2013 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.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

There have been no other material changes and commitments that 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.

DIRECTORS'' RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under Section 134(3)(c) 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, 2023, 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 on March 31, 2023 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 year ended March 31, 2023 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 ensure compliance with the provisions of all applicable laws sand that such systems were adequate and operating effectively.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC") DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF FINANCIAL YEAR

There was no application made or any proceeding pending under IBC during the year under review.

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:

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

OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise were issued;

2. Issue of sweat equity shares to the employees of your Company under any Scheme;

3. There has been no failure in implementation of any Corporate Action.

Cautionary Statement:

Statements in this Report, particularly those which relate to 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 in the statement depending on the circumstances.

Acknowledgement:

Your 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.

Your Directors also place on record their appreciation of the vital contribution 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

Place : Mumbai Shivshankar Lature Vivek Lature

Date : August 12, 2023 Managing Director Whole Time Director

DIN:02090972 DIN: 02274098

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Mar 31, 2018

Dear members,

The Board of Directors hereby submits the 23rd report of the business and operations of your Company along with audited financial statements, for the year ended March 31, 2018.

Company Overview

Our Company was incorporated on July 28, 1995 and since then (23 years) it is serving the telecom industry. We are registered as an infrastructure provider Category-I (IP-I) with DoT (Department of Telecommunications) and are also an ISO 9001: 2008, ISO 14001:2015 & OHSAS 18001:2007 certified company.

Our Company was founded by promoters Shivshankar Lature, B.E. Civil and Vivek Lature, B.Com among other three persons. Former is Managing Director (MD) and latter is Whole Time Director (WTD) of the Company. Both of them have well reputation, integrity and have in-depth knowledge and acumen of telecom industry. It is managed and administered by team Board of Directors consisting of eight (8) directors which have further its five committees.

The Company was converted into Public Limited Company w.e.f. March 02, 2013. On January 22, 2014, the Company was listed on Bombay Stock Exchange (BSE) SME after an Initial Public Offer (IPO) and on January 03, 2017 the Company has voluntarily migrated to BSE Main Board.

Business Overview

Suyog Telematics Limited is a passive telecommunication infrastructure provider in India, engaged primarily in the business of installing and commissioning of telecom Towers and Optical Fiber Cable (“OFC”) Systems in India.

Our business is to build, own and operate telecom Towers, optical fiber cable (OFC) systems and related assets and to provide these passive infrastructure assets on a shared basis to wireless and other communications service providers. These customers use the space on our telecommunication towers to install active communication-related equipment to operate their wireless communications networks.

Long term relationship with MMRDA (Municipal Metropolitan Region Development Authority), MSRDC (Maharashtra State Road Development Corporation), NHAI (National Highway Authority of India) and BEST helps Company to erect telecom towers at their places. Further, the Company has also erected telecom towers at slum areas, from where huge data consumption requirement comes.

Our four largest customers are Bharti Airtel, Vodafone India, Idea Cellular and Reliance Jio, which are the four leading wireless telecommunication service providers in India by wireless revenue.

Current FY was one of the toughest year for Indian Telecom Industry in which we have seen exit of almost 4 telecom operators. But even in such a difficult condition, we have not only sustained but have also grown our Revenues by 39.76%.

We have our telecom towers in Mumbai, Maharashtra, Gujarat, Delhi and Uttrakhand. We also have recently moved to Bangalore and expanding our arm towards (Presence Across Nation) PAN India.

Financial highlights

The Financial Performance of the Company for the Financial Year ended March 31, 2018 is as follows:

(In Crore)

Particulars	2017 - 18	2016 - 17	% increase/decrease
Revenue	84.61	60.54	39.76
Other Income	2.38	2.75	13.45
Total Income	86.99	63.29	37.45
Expenditure	58.65	36.46	60.86
Interest	7.6	4.91	54.79
PBDT	28.34	26.83	5.63
Depreciation	4.42	3.16	39.87
PBT	23.94	23.67	1.14
Tax	5.45	6.66	18.17
PAT	18.48	17.01	8.64
EPS	18.2	16.75	8.66
Shareholders Fund	69.68	51.66	34.88
Borrowed Funds	49.46	54.24	(8.81)
Fixed Assets	91.16	73.14	24.64
Profit Turnover Ratio (PBT/Reveue)	28.29	39.09	(10.8)
Debt Equity Ratio (Non-Current Borrowings/Total Equity)	0.71	1.05	(32.39)

Indian accounting standards

The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For, Suyog Telematics Limited, Ind AS is applicable from April 01, 2017 with transition date of April 01, 2016.

Pursuant to the aforesaid notification, the Company has complied with Ind AS w.e.f. April 01, 2017. The reconciliation and description of the effect of transition from IGAAP to Ind AS have been provided in NOTE 39 of the financial statements, respectively.

Share capital

There has been no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company during the financial year 2017-18.

Accordingly, as on March 31, 2018, the Authorized share capital stood 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. The Issued, Subscribed and Paid-up share capital stood at Rs. 10,15,44,000/- (Rupees Ten Crore Fifteen Lakhs Forty Four Thousands Only) divided into 1,01,54,400 (One Crores One Lakhs Fifty Four Thousands and Four Hundred) of Rs. 10/- (Rupees Ten Only) each.

Transfer to Reserves

The Company has not transferred any amount to the general reserve for the financial year ended March 31, 2018.

Dividend

During the financial year ended March 31, 2018, the Board of directors had declared and paid interim dividend as follows:

Interim dividend for F.Y.	2017-18
Declaration date	May 18, 2018
Dividend per Equity share	Rs. 1
Total Dividend	Rs. 10,15,44,00/- (Rupees One Crores One Lakhs Fifty Four Thousands and Four Hundred Only)
Dividend Distribution Tax	Rs. 20,67,197/- (Rupees Twenty Lakhs Sixty Seven Thousand One Hundred Ninety Seven Only)
Total outflow	Rs. 1,22,21,597/- (Rupees One Crore Twenty Two Lakhs Twenty One Thousand Five Hundred Ninety Seven Only)

Deposits

The Company has not accepted any deposit as defined under Section 2 (31) of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the date of balance sheet.

Directors and Key Managerial Personnel

During the financial year ended March 31, 2018, there is no change in the composition of the Board of directors. Further note that:

Re-appointment of Suchitra Lature as rotational director	Pursuant to the provisions of the Companies Act, 2013, Suchitra Lature (DIN:07440192), Non-Executive Director of the Company will retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.
Re-appointment of Deodatta Marathe and Kallinath Chitradurga whose period is getting expired on April 01, 2019	Deodatta Marathe (DIN: 02940812), Independent Director and Kallinath Chitradurga (DIN: 06521670), Independent Director will be completing their present term as Independent Director of the Company on March 31, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on August 10, 2018 recommended the re-appointment of Deodatta Marathe and Kallinath Chitradurga as Independent Director of the Company at ensuing AGM for a further term of five years w.e.f. April 01, 2019.
Ratification of Shivshankar Lature as Managing Director	Shivshankar Lature (DIN: 02090972), Managing Director, term as Managing Director expired on July 31, 2018. On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on July 25, 2018 re-appointed him as Managing Director of the Company w.e.f. August 01, 2018, subject to approval of the shareholders at ensuing AGM for further period of five years.

Appointment of Rahul Kapur as Company Secretary and Compliance Officer

Nishtha Agrawal resigned from the position of the Company Secretary and Compliance officer w.e.f. December 06, 2017. In her place, Rahul Kapur has been appointed as Company Secretary and compliance officer w.e.f. December 06, 2017

Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the ensuing AGM.

Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 and the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

Board Diversity and Policy on Director’s Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Board has adopted a Policy on Nomination, Remuneration and Board Diversity, which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the Company’s website at http://suyogtelematics.co.in/wp-content/uploads/2017/08/new-nomination-and-remuneration-policy-final-v.1.pdf and is annexed as Annexure VII to this report.

Annual Board Evaluation and Familiarization Programme for Board Members

A note on the familiarization programme adopted by the Company for orientation and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Committees of Board, Number of Meetings of the Board and Board Committees

The Board of Directors met 7 (seven) times during the financial year ended March 31, 2018. As on March 31, 2018, the Board of directors has five (Five) of its committees, namely, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Committee of Directors.

All the recommendations made by committees of the Board were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2017-18 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Subsidiary/ joint venture/ associate company

The Company doesn’t have any subsidiary, joint venture and associate company.

Auditor and Auditor’s Report Statutory Auditor and their report

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s Maheshwari & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company by the shareholders in the 19th AGM of the Company for a period of five years i.e. up to 24h AGM. The said appointment is subject to ratification by the members at every AGM.

However, vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 23rd AGM.

The Board has duly examined the Statutory Auditor’s Report on the Financial Statements of the Company for the financial year ended March 31, 2018 by M/s Maheshwari & Co., Chartered Accountants, which does not contain any observation, qualifications, reservations, disclaimer or adverse remark except loans made to one party which was interested to director. up to August 21, 2017. The transaction was of previous financial years and w.e.f. the said date of August 21, 2017, such party was converted into public limited company and not remain interested to any of the directors of the Company.

Secretarial Auditor and their report

The Company had appointed M/s. Harish Chawla & Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Auditor has submitted its Report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, observation, disclaimer or adverse remark except loans made to one party which was interested to director up to August 21, 2017. The transaction was of previous financial years and w.e.f. the said date of August 21, 2017, such party was converted into public limited company and not remain interested to any of the directors of the Company. The Secretarial Audit Report for the FY 2017- 18 is annexed as Annexure V to this report. The Board has re-appointed M/s. Harish Chawla & Associates, Company Secretaries, New Delhi, as Secretarial Auditor of the Company for the FY 2018-19.

Cost Auditor and their report

In terms of the provisions of Section 148 of the Companies Act, 2013, the Company had appointed Ms. Leena S. Murkute, Practicing Cost Accountant, Mumbai, to conduct its Cost Audit for the financial year ended March 31, 2018. The Cost Auditor has submitted its Report, which does not contain any observation, qualifications, reservations, disclaimer or adverse remark. The Board has reappointed Ms. Leena S. Murkute, Practicing Cost Accountant, Mumbai, as Cost Auditor of the Company for the FY 2018-19.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

Corporate Social Responsibility

The Company constituted Corporate Social Responsibility Committee under Section 135 of the Companies Act, 2013 in the Board Meeting held on 18th September, 2015 and the Corporate Social Responsibility Policy was approved in the Board Meeting held on 18th April, 2016. A report on the same is attached with the Board’s Report at Annexure II.

The Company has also formulated a Corporate Social Responsibility Policy, which is available on the Company’s website at httpss:// suyogtelematics.co.in/wp-content/uploads/2017/02/Corporate-Social-Responsibility-Policy-of-Suyog.pdf

Management discussion and analysis report

The Management Discussion and Analysis Report is attached as Annexure I.

Corporate Governance

The Company is committed to benchmarking itself with global standards for providing good corporate governance. The Board constantly endeavors to take the business forward in such a way that it maximizes long term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of Listing Regulations are duly complied with. A detailed report on the corporate governance pursuant to the requirements of Listing Regulations forms part of this Annual Report. A certificate confirming compliance of conditions of corporate governance as stipulated in Listing Regulations is annexed as Annexure VI to this report.

Risk management policy

The Company has adopted risk management policy which outlines the risk management framework of the Company. The policy contains the following aspects:

1. Overview of risk management.

2. Roles & Responsibilities of the Board of Directors, Audit Committee and other Key Personnel of the Company with regards to risk Management.

3. Structure & procedure for identification, escalation and minimization of risk.

Internal financial controls and their adequacy

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

Vigil mechanism or Whistle Blower Policy

The Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the Company is available on the Company’s website at http://suyogtelematics.co.in/wp-content/uploads/2017/01/whiste-blower-policy-1.pdf

Other Statutory Disclosures Related party transactions

The details of transactions/contracts/arrangements entered by the Company with related party / parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Annexure III and forms part of this Report.

Particulars of loans, guarantees or investments under section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 5, 6, 12 and 13 to the Financial Statements.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Material Changes and commitments, if any, affecting the financial position of the company between the end of the financial year and the date of Board report.

Management does not perceive any material changes affecting financial position of the Company between the end of the financial year and the date of Board report.

Change in the nature of business

There is no change in nature of the business of the Company during the financial year.

Particulars of employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VIII to this report.

None of the employees was in receipt of remuneration more than or equal to one crore and two lacs rupees in a year or equal to or more than eight lakh and fifty thousand per month. Additionally, none of the employees, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, the information as required to be provided in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable on the Company.

Conservation, technology absorption and foreign exchange earnings and outgo:

(i) Conservation of Energy:

The Company initiates all efforts to minimize the consumption. At all levels conservation of energy is stressed upon. Company also takes possible measures to reduce the consumption by deploying automation.

(ii) Technology Absorption:

“Go Green” is inherent to our Business Model of Tower Sharing as every Co-Location, we add to the network helps in bringing down the energy consumption on a per Co-Location Basis.

We have institutionalized a Green Towers program which is aimed at minimizing dependency on diesel consumption and thereby reducing carbon footprint.

(iii) Foreign Exchange Earnings and Outgo:

Foreign Exchange earnings and outgo for the financial years ended March 31, 2018 and March 31, 2017 were nil.

Declaration by the managing director

Declaration signed by the Managing Director stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management is attached with the Corporate Governance Report as Annexure B.

Declaration of the directors on the code of conduct

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2018, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

Disclosure under Section 197(14) of the Companies Act, 2013

Neither the Managing Director & CEO nor the Whole-time Director of the Company receive any remuneration or commission from its holding or subsidiary Company.

Bonus shares

Your Company has not issued bonus shares during the financial year 2017-18.

Transfer to investor education and protection fund.

There is no requirement to transfer funds to the Investor Education and Protection Fund during the Financial Year.

Disclosure under the sexual harassment of women at workplace.

Prevention of Sexual harassment

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandate under “ The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013” the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”.

Further, the Company has constituted Internal Complaints Committee to redress Complaints received regarding sexual harassment during the period. The following is a summary of sexual harassment complaints received and disposed off during the period:

Number of Complaints received	Nil
Number of Complaints disposed off	Nil

Following provisions are not applicable to the company for the relevant financial year.

1. Details in respect of frauds reported by auditors other than those which are reportable to the Central Government.

2. Business Responsibility Statement.

3. Dividend Distribution Policy.

4. Disclosure under Section 43(A) (ii) Of the Companies Act, 2013.

5. Disclosure under Section 54(1) (D) Of the Companies Act, 2013.

6. Disclosure under Section 67(3) of the Companies Act, 2013.

7. Disclosure under Section 68 of the Companies Act, 2013.

Secretarial standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

Extract of the annual return

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company in form MGT-9 is available on Company website.

Directors’ responsibility statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) In the preparation of the annual accounts, the applicable accounting 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 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 and of the profit and loss of the company for that period;

(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgments

The Board of Directors wish to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and looks forward to a continued mutual support and co-operation.

Vivek Lature Shivshankar Lature

Date: August 10, 2018 Whole Time Director Managing Director

Place: Mumbai DIN: 02274098 DIN: 02090972

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Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting the 20th Annual Report of SUYOG TELEMATICS LIMITED along with the Statement of Accounts for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

Our Company's financial performance for the year under review has been encouraging and is summarized below;

Particulars 2014-15 2013-14

Total Income 217,121,050 117,156,920

Less: Expenditure & Depreciation 163,188,035 101,558,802

Profit before Tax (PBT) 53,933,015 15,598,118

Less; Tax (including deferred tax) 20,194,751 6,328,966

Profit After Tax (PAT) 33,738,264 9,269,152

REVIEW OF OPERATIONS

The Total Turnover of the company stands Rs. 2171.21 lacs as compared to Rs. 1171.57 lacs in the previous year, an increase of approx 50%. There has been threefold increase in the net profit after tax during the financial year. Your directors are hopeful of similar upward trend in the performance of the company in the coming years.

DIVIDEND

Your Directors do not propose any dividend as the Company propose to conserve it's profits for future growth of the Company.

RESERVES

There is no transfer to reserves during the financial year under consideration.

SHARE CAPITAL

The Company has issued 20,00,000 equity shares of face value of Rs. 10/- each at premium of Rs. 35/- per shares on preferential basis during the financial year 2014-15.

STATUTORY AUDITORS

At the 19,h Annual General Meeting of the Company held on 22nd September, 2014, the Members of the Company appointed M/s Maheshwari & Co., Chartered Accountants as Statutory Auditors of the Company for a period of 5 years subject to ratification by the Members every year. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting for the year 2015-2016.

AUDITORS' REPORT

Regarding the Auditors' observations relating to non-compliances by the company, the company is in the procedure of complying with all the applicable laws. Other observations of Auditors in their report read with notes to the accounts are self-explanatory.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute Corporate Social Responsibility Committee under Section 135 of the Companies Act, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts of arrangements made with related parties referred to in section 188(1) of the Companies Act, 2013, are provided in the notes to the accounts attached in this report.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2015, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nilesh A. Pradhan & Co. to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".

The comments of the Directors on the observations made by Secretarial Auditor are as below:

* The Company is in the process of complying with the filing of forms with the Registrar of Companies.

* The Company has appointed the Company Secretary and the Chief Financial Officer.

* The Company could not comply with certain compliances as there was no Company Secretary on the Board. The Company is taking adequate steps to make good the necessary compliances.

CORPORATE GOVERNANCE

As per Clause 52 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance of the same.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and Its Powers) Rules, 2014 to deal with instance of fraud and mismanagement and report genuine concerns in prescribed manner. Also under Clause 52 of the Listing Agreement the Company has a mechanism called Whistle Blower Policy for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 AND THE DATE OF THE REPORT

Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31/03/2015 before the date of report dated 03/09/2015 affecting financial position of the Company in any substantial manner.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 is attached in Annexure B.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS Sr. No. Date of meetings

1 Saturday, 10th May, 2014

2 Friday, 30th May, 2014

3 Thursday, 14th August, 2014

4 Wednesday, 03rd September, 2014

5 Saturday, 08th November, 2014

6 Monday, 12th January, 2015

7 Friday, 20th February, 2015

DECLARATION BY AN INDEPENDENT DIRECTOR^) AND RE- APPOINTMENT, IF ANY

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 52 of the Listing Agreement

DIRECTORS APPOINTMENT/ RE-APPOINTMENT

in terms of Section 152 of the Companies Act, 2013, Mr. Gurushantappa Lature would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Gurushantappa Lature has offered himself for re-appointment.

NOMINATION AND REMUNERATION POLICY

The Board has constituted Nomination & Remuneration Committee on 29th July, 2013 in accordance with Section 178 of the Companies Act, 2013. The policy provides for the functions of the committee in relations of the determination of the remuneration payable to the executive and other non executive directors, recommendation for appointment/re-appointment of the Executive Directors, revision in the remuneration of the existing executive directors of the company from time to time. The policy is as annexed as Annexure C to the report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(i) Conservation of Energy:

The Company initiates all efforts to minimize the consumption. At all levels conservation of energy is stressed upon. Company also takes possible measures to reduce the consumption by deploying automation.

(ii) Technology Absorption:

"Go Green" is inherent to our Business Model of Tower Sharing as every Co-Location, we add to the network helps in bringing down the energy consumption on a per Co-Location Basis.

We have institutionalized a Green Towers program which is aimed at minimizing dependency on diesel consumption and thereby reducing carbon footprint.

(iii) Foreign Exchange Earnings and Outgo:

2014-15 2013-14

Foreign Exchange NIL NIL earnings

Foreign Exchange NIL NIL outgo

RISK MANAGEMENT POLICY

The Company has adopted risk management policy which outlines the risk management framework of the Company. The policy contains the following aspects:

1. Overview of risk management.

2. Roles & Responsibilities of the Board of Directors, Audit Committee and other Key Personnel of the Company with regards to risk Management.

3. Structure & procedure for identification, escalation and minimisation of risk.

FORMAL ANNUAL EVALUATION

The Board shall include a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were no changes in the composition of Board of Directors.

DEPOSITS

The deposits were accepted by the company during the year and were refunded back. The balance confirmation is obtained in the year 2015-16.

PARTICULARS OF EMPLOYEE REMUNREATION

The information required pursuant to Section 197(12) read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished herewith in annexure D. The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

(a) In the preparation of the annual accounts, the applicable accounting 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 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 and of the profit and loss of the company for that period;

(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENTS:

The Board of Directors wish to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and looks forward to a continued mutual support and co-operation.

Date: 03/09/2015 By Order of the Board of Directors Place: Mumbai For SUYOG TELEMATICS LIMITED

Registered Address of the Company 41, Suyog Indl. Estate, Sd/- 1st Floor, LBS Marg, Vikhroli(W) Managing Director Mumbai-400083 (Mr. SHIVSHANKAR GURUSHANTAPPA LATURE) (DIN: 02090972)