Directors Report of Adtech Systems Ltd.

Mar 31, 2025

Your Directors are pleased to present the 34^th Annual Report on the business and operations of the Company
along with the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS -

Financial Highlights of the Company for the Year under review are as under -

Particular	Year ended 31st	Year ended 31st
(Rupees in 000’s)	March 2025	March 2024
Turnover	477,492.47	550,616.91
Profit/(Loss) before taxation	58,164.53	53,712.69
Income Tax Expense	16,483.97	13,216.71
Profit/(Loss) after tax	43,794.58	41,507.10
Transfer to General Reserve	6,550.00	4,100.00
Dividend on Equity Shares @ 10 percent (PY @ 5 percent)	11,913.75	11,914.00
Balance Carried to Balance Sheet2	25,330.83	25,493.35

STATE OF THE COMPANY’S AFFAIRS AND FUTURE OUTLOOK -

Highlights of the Company’s performance for the year under review are as under (amounts in Rs.000’s)

* Revenue decreased by 13.28% to Rs.477,492.47

* Profit before taxes increased by 8.29% to Rs. 58,164.53

* Profit after taxes (Net Profit) increased by 5.51% to Rs.43,794.58

* Earnings Per Share increased by 5.51% to 3.68

Your Company has done exceedingly well compared to previous year in terms of profits in a year where revenue
remained near to constant when compared to previous year.Net profit increased by 5.51% compared to previous
year, which itself is quite encouraging since this achievement comes at a time of difficult market conditions due
to various factors like further depreciation of forex and weakening economy.

Your company continues to lay special focus on both the Business verticals - viz., the Commercial Industrial
vertical (C/I) and the Retail vertical.

During the last one year your company has taken steps to strengthen the sales and product teams for the new
products which were added last year. This included Electronic Price Labels, Digital Signage Solution and Smart Pad
Locks.

We are pleased to inform you that your company has entered into an MOU with one of the leading RFID Companies
in Germany - Syspro, for bringing their tested and proven RFID Solutions to India. A senior level team from Syspro
is expected to visit us in India during the month of August to formulate a suitable techno - commercial plan for

India. This visit will also be utilized for them to look at India as a suitable place for manufacturing some of their
Hardware in India so that it can minimize the costs as well as be an opportunity for Adtech to export from India.
Your Company has also laid emphasis to increase export revenue. Exports of our products have commenced to
countries of UAE, Singapore, Malaysia and Sri Lanka.

DIVIDEND

Your Board of Directors at their meeting held on 24^th May 2025, have recommended a Dividend of 10 percent
(Rs. 1 per equity share of Rs. 10 each) on the 11913750 fully paid up equity shares. Subject to approval by
Share Holders at the ensuing Annual General Meeting. If approved at the Annual General Meeting, this will result
in a cash out flow of Rs.11913.75 (in 000’s) towards dividend payment. Your directors recommend to approve the
dividend payout.

As on 31^st March 2025, an amount of Rs. 1294.74 (in 000’s) is lying in the Unpaid Dividend Accounts with State
Bank of India towards the dividend declared and paid but not claimed for the financial years from 2017-18 to
2023-24 as per details given in the notes on accountsThose Shareholders who have not uncashed their dividend
warrants are requested to immediately approach the corporate office of the Company for revalidation/reissue
of the dividend warrants after which the warrants may be presented for payment. The unclaimed dividend
up to and including the year 2016-17 has been transferred to the Investor Education and Protection Fund (the
Fund) set up by the Government of India and no payments shall be made in respect of any such claims by
the Company. Shareholders may approach and claim such transferred amounts from the Funds by following
prescribed procedure.

Shareholders holding physical share certificates are once again reminded to update their KYC details pursuant to
SEBI Master Circular No SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07,2024 and to dematerialize physical
securities. Pursuant to the aforementioned SEBI Master Circular, shareholders holding physical share certificates
who have not updated their KYC details, shall be eligible for any payment including Dividend in respect of their
folios, only through electronic mode with effect from 01^st April 2024.

The Dividend payout for the year has been formulated keeping in mind the Company’s ability to pay sustainable
dividends vis-a-vis the requirement of funds for running business and the long-term objectives which are to be
met by internal cash accruals.

AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors have decided to transfer an amount of Rs. 6,550 (in 000’s) to General Reserve out of the
profits generated by the Company.

CHANGES IN SHARE CAPITAL AND RESERVES

The Capital and Reserves of the Company as on 31^st March 2025 stood at Rs.518,852.10 (000’s) as against that of
Rs. 486,971.27 (in 000’s) as on the corresponding day of the previous year.

GENERAL INFORMATION

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

* Disclosure regarding Issue of Equity Shares with differential rights as stated in Rule 4(4) of Companies
(Share Capital and Debenture Rules, 2014)

* Details relating to Deposits covered under Chapter V of the Companies Act, 2013

* Disclosure regarding issue of Employee Stock Options as stated in Rule 12(9) of Companies (Share Capital
and Debenture Rules, 2014)

* Disclosure regarding issue of Sweat Equity Shares as specified in Rule 8 (13) of Companies (Share Capital
and Debenture Rules, Disclosure regarding issue of Sweat Equity Shares as specified in Rule 8 (13) of
Companies (Share Capital and Debenture Rules, 2014)

* Receipt of Commission or Remuneration by the Managing Director or the Whole-time Directors of the
Company from Subsidiaries, since the Company does not have any subsidiary.

* No significant or material order which impact the going concern status and Company’s operations in
future were passed by the Regulators or Courts or Tribunals.

Extract of Annual Return, in format MGT-9, for the Financial Year 2024-2025 is annexed to the Board’s
report as Annexure B.

WORKING CAPITAL

The Company has been sanctioned Cash Credit facility to the tune of Rs. 150000(in 000’s) by M/s State Bank of
India, SME Branch-Trivandrum out of which an amount of Rs. Nil (in 000’s) has been availed as on 31^st March 2025.

CORPORATE GOVERNANCE

Detailed report on Corporate Governance along with certificate on Corporate Governance from Secretarial
Auditors is forming part of this Report.

The Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries
of India with regard of conduct of meetings of Board Committees, Board of Directors and General Meeting of
Shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report for the year under review is forming part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal control systems and their adequacy are included in the Management Discussion
and Analysis Report, which forms part of this report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has 11 women employees in various cadres as on 31st March 2025. Your Company has zero tolerance
towards sexual harassment at the work place. The Company has constituted an Internal Complaint Committee
in line and in compliance with the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

DIRECTOR''S RESPONSIBILITY STATEMENT

Your Directors state that -

1. In the preparation of annual accounts for the year ended March 31, 2025, the applicable accounting
standards read with requirements set out under Schedule III to the Companies Act 2013, have been
followed and there are no material departures from the same;

2. The Directors have selected such accounting policies and have 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 as on March 31, 2025 and of the profit of the Company for the year ended on
that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a ‘going concern’ basis;

5. The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

BOARD MEETINGS

During the Financial year 2024-25, 5 meetings of the Board of Directors were held on the following dates:

24^th May 2024, 14^th August 2024, 14^th November 2024, 11^th December 2024 and 14^th February 2025.

Attendance of Directors at each meeting of Board of Directors are as follows:

Date of MeetingName of Director	24 May 2024	14 Aug 2024	14 Nov 2024	11 Dec 2024	14 Feb 2025	Total Number of Meetings Attended
M. R. Subramonian	Yes	Yes	Yes	Yes	Yes	5
M. R. Narayanan	Yes	Yes	Yes	Yes	Yes	5
M. R. Krishnan	Yes	Yes	Yes	Yes	Yes	5
*N. Suresh	Yes	Yes	NA	NA	NA	2
*K. Manmathan Nair	Yes	Yes	NA	NA	NA	2
*P. K. Anandavally Ammal	Yes	Yes	NA	NA	NA	2
Harikrishnan R Nair	Yes	Yes	Yes	Yes	Yes	5
Dr. Ayyappan. M	Yes	Yes	Yes	Yes	Yes	5
Suresh T Viswanathan	Yes	Yes	Yes	Yes	Yes	4
#Suma Sankaran	NA	NA	Yes	Yes	Yes	3

* retired on 23^rd September 2024 upon completion of tenure

# appointed as Independent Director effective 24^th September 2024

RELATED PARTY - CONTRACTS AND ARRANGEMENTS

All contracts/arrangements/transactions with related parties entered into by the Company during the financial
year were in the ordinary course of business and are on arm’s length. During the year, the Company had not
entered into any contracts/arrangements/transactions with related parties which could be considered material.
All related party transactions were at arm’s length and in the ordinary course of business and conforming to the
requirements of Companies Act, 2013.

Omnibus approval is taken from the Board of Directors and Audit Committee for approval of transactions which are
of a repetitive nature. Details of contracts/arrangements/transactions with related parties entered into by the
Company in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013, read with rule 8(2) of
the Companies (Accounts) Rules, 2014 is enclosed as Annexure -C.

The Policy for determining material related party transactions has been disclosed on the website of the
Company, and can be accessed at https://adtechindia.com/wp-content/uploads/2025/05/Policy-on-Related-
Party-Transactions-2025-26.pdf

LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186

During the financial year 2024-25, the Company has renewed the inter corporate deposit with MPG Hotels and
Infrastructure Ventures Private Limited for an amount of Rs 400 lakhs which carry an interest rate of 7 percent
per annum payable monthly for a period of 6 months and for an amount of Rs. 100 lakhs which carry an interest
percent of 9 percent per annum payable monthly for a period of one year.

The investment is made in the ordinary course of business with the view to investing surplus funds of the
Company to get the maximum returns. Other than the above, the Company has not given any loans, guarantees
or investments under Section 186 to any party during the period under review.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A. Conservation of Energy.

The business of the Company is not power intensive, being an electronic equipment integration unit.
Even then, the Company continues to accord high priority to conservation of Energy. Systems are in force
to closely monitor energy usage.

B. Technology Absorption, Research & Development.

The Company has efficient R & D department which closely observes and suggests cost effective changes
in components for integration of Access Control Systems.

C. Foreign exchange earnings and outgo.

i.Earnings in Foreign Currency

Head of Earnings	2024-25 in Rs 000’s	2023-24 in Rs 000’s
Export Sales	2,552.45	1,216.51
Sales Incentives on Direct orders placed oversees principals	6,166.10	2,746.36

ii. Expenditure in Foreign Currency

Head of Expenditure	2024-25 in Rs 000’s	2023-24 in Rs 000’s
Foreign Travel Expenses	2,203.34	760.95
Import Purchases	96,852.34	136,041.72

EMPLOYEES AND EMPLOYEE RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5 (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees
of the Company drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are provided in Annexure D.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY

The Policy for determining material subsidiaries, has been disclosed on the website of the Company
and can be accessed at https://adtechindia.com/wp-content/uploads/2023/02/Policy-for-determining-
material-subsidiaries.pdf.

Your Company does not have any subsidiaries, joint ventures or associates and there are no details to be
disclosed.

RISK MANAGEMENT POLICY

Your Company has constituted a Risk Management Committee comprising of the Managing Director, Executive
Director, Company Secretary, Chief Financial Officer and Head of Marketing and which assists the Board of
Directors in overseeing and approving the Company’s enterprise risk management framework and to be in a
constant watch mode so as to identify all risks that the Organization faces viz. financial, strategic, market,
liquidity, security, property, legal and regulatory. There is a constant process of management and reporting
of principal risks and uncertainties in the Company.

By having transparent policies and system of reporting firmly in place, the elements of risks are identified
at earlier stages which enables the Organization to control the effects. Risk management committee is fully
in sync with the Audit Committee and with the Internal Control and Internal Audit teams with the aim of
early identification of risks. The Board believes that effective control of internal activities and procedures
will mitigate the chances of risks from within the organization which is achieved by laying of procedures
and codes of conduct and by constant interaction with employees and other stake holders of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During
the financial year, such controls were tested during the quarterly internal audit process and no material
weakness in the design or operation were observed. Internal Auditors M/s Roy Varghese and Associates, a
reputed audit team confirms that the activities are in compliance with the Companies policies and that no
material deviations were detected. Internal Auditors review systems and operations of the Company and
ensure that the Company is functioning within the limits of all applicable statutes. Any internal control
weaknesses, non-compliance with statutes and suggestions on improvement of existing practices form part
of internal audit report. The Audit committee reviews the internal audit report and compliance report and
ensures that the observations pointed out in these reports are addressed in a timely and structured manner
by the Management. The Internal Audit report is also reviewed by the Statutory Auditors.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the highest standards of ethical, moral and legal conduct of business operations
and in order to maintain these standards. The Company encourages its employees who have genuine concerns
about suspected misconduct to come forward and express those concerns without fear of punishment or
unfair treatment. The Company has a proper vigil mechanism and whistle blower policy in place pursuant
to Section 177(9) and 177(10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) and 34(3)
read with Para 10 of part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The mechanism also provides for adequate safeguards against victimization of
Directors and employees who avail the mechanism and also provides for direct access to the Chairman of
the Audit Committee in special cases. The said policy is available in the website of the Company
www.adtechindia.com

LISTING WITH STOCK EXCHANGES

Equity Shares of your Company are listed with Metropolitan Stock Exchange of India Limited, Mumbai and
with BSE Limited, Mumbai (with effect from 19^th June 2024). Scrip Code/ID assigned to your Company in
MSEI Ltd is ADTECH and that in BSE Ltd is 544185.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, as per provisions of the Companies Act, 2013 and the Articles of Association
of the Company, Shri. M.R. Narayanan, Non-Executive Director (DIN 00044926) of the Company, retires
by rotation at the ensuing Annual General Meeting and being eligible, offers his candidature for re¬
appointment as a Director. The Board of Directors at their meeting held on 14^th August 2025 has proposed
the re-appointment of Shri M. R. Narayanan at the ensuing Annual General Meeting of the Company.

The Board is of the opinion that Shri M.R. Narayanan possesses the requisite knowledge, skills, expertise
and experience to contribute to the growth of the Company.

Shri. M.R.Narayanan has consented to and is not disqualified from being re-appointed as Director in terms
of Section 164 of the Companies Act, 2013 read with applicable rules made thereunder. He is not debarred
from holding the office of Director by virtue of any order issued by SEBI or any other such authority.

Profile and other information of Shri. M R Narayanan as required under Regulation 36 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 are given in the
Notice of the 34^th AGM of the Company. The above proposal for re-appointment forms part of the Notice
of the 34^th AGM and the relevant resolution is recommended for approval by the Members of the Company.

The Board of your Company consists of seven directors as on the date of this report as follows:

Name of Director	Category
Shri. M. R. Subramonian, Managing Director	Executive Directors
Shri. M. R. Krishnan, Executive Director
Shri. M. R Narayanan, Chairman	Non-Executive - Non-Independent Director
Dr. Ayyappan. M
Shri. Suresh T. Viswanathan
Shri. Harikrishnan R. Nair	Non-Executive Independent Directors
Ms Suma Sankaran

All the Directors have rich experience and specialized knowledge in various areas of relevance to the
Company. The Company is immensely benefitted by the range of experience and skills that the Directors
bring to the Board. The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors and Key Managerial Personnel during the year 2024-25:

Pursuant to Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification
of Directors) Rules, 2014 and applicable provisions of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015 , following Non-Executive Independent Directors have completed their second term of
5 years and their tenure as Non-Executive Independent Directors of the Company on 23^rd September 2024.

1. Shri N Suresh

2. Shri K Manmathan Nair

3. Smt P.K.Anandavally Ammal

Your Board of Directors places on record its appreciation for the vision, guidance and professional advice
rendered by the retiring Directors during their 10 year tenure as Non-Executive Independent Directors of
the Company

Based on the recommendation by the Board and by the Nomination and Remuneration Committee, Ms Suma
Sankaran (DIN 10730509) was appointed as the Independent Woman Director for a period of 5 years with
effect from 23^rd September 2024, at the 33^rd Annual General Meeting.

The Company has received necessary declarations from all the four Independent Directors confirming that
they meet the criteria of independence as prescribed both under the Companies Act, 2013 and under the
SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 with Stock Exchanges.

During the year under review, there has been no change in Key Managerial Personnel of the company.
Following persons are the Key Managerial Persons of the Company as recorded by the Board:

1. Shri. M. R. Subramonian - Managing Director

2. Shri. S. Balamurali - Company Secretary & Compliance Officer.

3. Shri. P. Vinaya Chand - Chief Financial Officer.

WOMAN DIRECTOR

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation17 (1) of the SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015, the Company shall have at least one Woman Director
on the Board and accordingly, Ms Suma Sankaran (DIN 10730509) was appointed as Independent Woman Director
with effect from 24^th September 2024 for a period of 5 years, at the 33^rd AGM of the Company. She succeeds Smt.
P.K Anandavally Ammal as Woman Director who retired having completed 10 years of invaluable service to the
Company. Your Board places on record, appreciation for the vision, guidance and professional advice rendered
by Smt P K Anandavally Ammal during her 10 year tenure as Independent and Woman Director of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

Declaration by Independent Director(s) and Re-Appointment, if any:

The Company has four Independent Directors on the Board. The Company has received declaration from each
Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on 24^th May 2025 that they meet the
criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and subsequently the same
was placed at the Board Meeting held on 24^th May 2025

A declaration by the Managing Director confirming receipt of this declaration from Independent Directors is
annexed to this report as Annexure A.

POLICY ON DIRECTOR''S APPOINTMENT

The Company’s Policy on Director’s Appointment and other matters as provided under Section 178(1) and 178 (3)
of the Companies Act, 2013 are as under -

The Company has formulated a familiarization programme for its Directors which gives proper guidance into
the history of the Company, its promoters, performance of the Company over the previous years, products and
services dealt with by the Company, its Auditors and the top management.

During the year 2024-25, the Company had conducted a refresher programme for its Independent Directors.
The same has been posted on the website of the Company and can be accessed at https://adtechindia.com/
wp-content/uploads/2025/04/Familiarization-Programme-for-Independent-Directors-for-FY-2024-25.pdf

Policy for bringing diversity to the Board includes the following

1. Diversity is ensured through consideration of a number of factors including but not limited to skills, specialization
and industry experience. Factors based on the business model and specific needs from time to time are also
considered.

2. The Nomination and Remuneration Committee shall drive the process for Board appointment and for identifying
and nominating, for approval of the Board, candidates for appointment to the Board.

3. Benefits of experience/knowledge in the areas relevant to the Company continue to influence succession
planning and continue to be the key criteria for the search and nomination of Directors to the Board.

4. Board appointments are purely based on merit, having due regard to for the benefits of diversity on the Board.

NOMINATION AND REMUNERATION COMMITTEE & POLICIES

The Board had constituted a Nomination and Remuneration Committee on 14^th August 2014 pursuant to the
provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015.

The Committee had met twice during the financial year on 29^th April 2024 and on 14^th August 2024. All the
committee members attended both the meetings.

The composition of the Nomination and Remuneration Committee is as under.

Name of the Members
Shri. Suresh Viswanathan	Chairman
Shri. M. R. Narayanan	Member
Shri. Harikrishnan R. Nair	Member

Pursuant to the provisions of Section 178 and 134 (3(e) and Rule 8 (4) of the Companies (Accounts) Rules, 2014,

Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the

Committee was constituted with the following terms of reference.

- Formulation of criteria for determining qualifications, positive attributes and independence of a Director
and recommend to the Board a policy, relating to remuneration of Directors, Key Managerial Personnel and
other employees.

- Formulation of criteria for evaluation of Directors, Chairman, Managing Director and Executive Director,
Board as a whole and various Committees of the Board. Based on the recommendations of the Committee,
the said Policy on Nomination and Remuneration and Evaluation of Directors was adopted by the Board.

- Identifying persons who are qualified to become Directors and who may be appointed in Senior Management
positions in accordance with the criteria laid down.

The Committee has adopted the following criteria for selection of Members on the Board of Directors of the

Company and also the candidates eligible to be appointed in the Senior Management of the Company -

(i) Criteria for Selection of Directors

Before making a recommendation to the Board for appointment of any Director, the Committee shall ensure that

a) The candidate possesses appropriate skills experience and knowledge in one or more fields of managerial/
business/ administrative/ legal/ finance qualifications and experience over two decades;

b) The candidate shall be free from any disqualification as provided under Sections 164 and 167 of the
Companies Act, 2013;

c) In the case of appointment of an Independent Director, the candidate meets the conditions of being
independent as stipulated under Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015.

d) The candidate also complies with the “Fit and Proper” criteria as laid down by the policy of the Company.

(ii) Criteria for Selection of Senior Management Personnel

The term Senior Management shall have the same meaning as provided under the explanation to Section178
of the Companies Act, 2013

The Committee shall, before making any recommendation to the Board for appointment, should ensure that
the candidate has the attributes set forth below

a) The candidate should have a minimum experience of 10 years in any of the areas viz. electronic security
related, financial management, legal, sales, marketing, procurement, research, technical operations or
such other areas which in the opinion of the Committee are relevant for the Company’s business; and

b) The candidate should possess qualities that demonstrate leadership skills, effective communication skills,
hard work, commitment and such other attributes which in the opinion of the Committee are in the interest
of the Company.

The Committee makes its recommendation to the Board if it finds that a candidate meets the criteria for
appointment.

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual
Directors pursuant to the provisions of Section 178(3) of the Companies Act, 2013. All the Directors have provided
inputs to the questionnaire seeking information on criteria such as Board Composition and structure, Board
Processes and procedures, effectiveness of the Board, etc.

The Board and Nomination and Remuneration Committee reviewed the performance of the individual Directors
inter-alia, on the basis of understanding and knowledge of the market in which the Company is operating,
ability to appreciate the working of the Company and the challenges it faces, attendance to meetings, extend
of participation and involvement in the meetings and ability to convey one’s views and flexibility to work with
others. The performance of the Committees was evaluated by the based on the composition of the Committees,
effectiveness of the Committee meetings with respect to the terms of reference and conduct of the meetings and
the procedures followed.

Separate meeting of Independent Directors was conducted during the year, to review the performance of the Board
as a whole, performance of Non-Independent Director and Chairman and assess the quality, quantity, and timelines
of flow of information from the Management to the Board of Directors.

REMUNERATION POLICY

The Committee has formulated policies on remuneration of Directors, KMP and other employees, features of the
same are under -

Remuneration of Managing Director and Executive Director:

Committee takes into consideration the performance of the Company, the ability to lead the team, past remuneration,
the comparative remuneration profile in the industry subject to the condition that overall remuneration shall be
in accordance and within the limits stipulated under the Companies Act, 2013.

Remuneration to Non-Executive Directors:

Remuneration to Non-Executive Director is paid subject to the limits stipulated under the Companies Act, 2013 and
based on level of participation in the affairs of the Company.

Remuneration to Independent Directors is restricted to sitting fees for attending meetings of the Board of Directors.
The Company does not at present have a provision of stock options.

Remuneration of Senior Management Personnel and KMP:

The Remuneration of the Senior Management Personnel and KMP shall be in accordance with the Policy of the
Company as is applicable to the employees. Performance of the business/function under his control is also
considered while deciding remuneration.

Details of remuneration paid to Directors and KMP are mentioned elsewhere in this report.

AUDIT COMMITTEE

The Audit committee consists of two Non-Executive Independent Directors, one of whom is the Chairman, and
the Managing Director. All the members of the Committee possess accounting or related financial management
expertise. The Committee had met five times during the financial year 2024-25 on the dates 24^th May 2024, 14^th
August 2024, 14^th November 2024,11^th December 2024 and 14^th February 2025 in which meetings, all the members
were present.

Composition of the Audit Committee is as follows:

Name of the Members
Shri. Harikrishnan R. Nair	Chairman
Shri. M. R. Subramonian	Member
Dr. Ayyappan M	Member

The terms of reference of Audit committee in accordance with Section 177(4) of the Companies Act, 2013 and
the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 are as under -

1. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process and
discussions thereon;

3. Examination of the financial statement and the auditor’s report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the Company;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and or debt;

9. Discussion with Internal auditors of any significant findings and follow up thereon;

10. To review the functions of Whistle Blower mechanism;

11. To carry out such other functions as may be referred to it.

There was no situation where the Board has not accepted the recommendation of the Audit Committee.

The Company has in place a Code of Conduct intended to focus the Board and Senior Management on areas of
ethical risk, provide guidance to Directors and Senior Management to help them recognize and deal with ethical
issues, provide mechanisms to report unethical conduct.

The Company has also in place a Code of Conduct for Prevention of Insider Trading for its designated Persons,
in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The code advises them on the
procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautioning
them of the consequences of violations. The Code of Conduct for Directors, Senior Management and Designated
Employees is placed in the website of the Company. Trading in Shares of the Company has started in BSE Limited
since listing of equity shares of the Company in BSE Ltd on 19^th June 2024.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Stakeholders’ Relationship Committee was constituted pursuant to Section 178(5) of the Companies Act, 2013 and
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year 2024-25, The Committee met twice during the financial year on 11^th December 2024 and on 15^th
March 2025. All the committee members attended the meetings.

The Stakeholders’ Relationship Committee comprises of the following directors:

Name of the Members
Shri. M. R. Narayanan	Chairman
Shri. Harikrishnan R. Nair	Member
Shri. M. R. Subramonian	Member

The Company Secretary acts as the secretary of the Stakeholders’ Relationship Committee.

The terms of reference, powers and scope of the Stakeholders’ Relationship Committee include:

(i) To look into the redressal of grievances of shareholders, debenture holders and other security holders;

(ii) To investigate complaints relating to allotment of shares, approval of transfer or transmission of shares;

(iii) To consider and resolve the grievances of the security holders of the company including complaints related
to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends; and

The Company has a designated email id [email protected] for handling investor complaints on which
investors can lodge their complaints. The Company has in place an investor grievance redressal policy for the
redressal of investor complaints in a timely manner.

Mr. S. Balamurali, Company Secretary is the Compliance Officer of the Company. He reviews the investor complaints
on a fortnightly basis to find out whether the grievance has been resolved within the time specified the Investor
Grievance Redressal Policy of the Company.

There are no shares lying in the demat suspense account or in the unclaimed suspense account of the Company due
to which no disclosures are there to be made in this regard.

STATUTORY AUDITORS

M/s Mahesh V & CO, Chartered Accountants (Firm Registration Number 019108S) (PRC No 018894),Plot No 21,
2^nd Floor, Rukmani Nagar, Main Road, Perumbakkam, Chennai 600 100, were appointed as Statutory Auditors of the
Company to fill up the casual vacancy caused by the resignation of M/s Mahadev & Co, Chartered Accountants,
New No. 23, Old No. 12 ,1st Floor, Murali Street, Mahalingapuram, Chennai, 600 034 (Firm Reg. No 001924S) who
resigned due to continued ill health. M/s Mahesh V and CO, Chartered Accountants will hold office till conclusion
of the 34^th Annual General Meeting. The Board of Directors, on the recommendation of the Audit Committee, has
recommended to the members, the appointment of M/s Mahesh V & Co, Chartered Accountants as the Statutory
Auditors of the Company for a period of five years from the conclusion of 34^th AGM, details of which are in the
notice calling the 34^th Annual General Meeting.

There has been no frauds reported as per the internal control system prevalent in the company or by the Auditors
during the Financial Year ended 31st March, 2025.

AUDITOR''S REPORT

There are no qualifications or adverse remarks mentioned in the Auditors Report for the financial year 2024-25.
The notes on accounts forming part of financial statements are self-explanatory.

SECRETARIAL AUDIT REPORT

Secretarial Auditor’s Report for the financial year 2024-25 as provided by M/s Sajee & Associates, Company
Secretaries, Sreesankaram, First Floor, TC 83/211-2, Opp. Kaithamukku PO, Athani Lane, Trivandrum, 695 024 is
annexed to this report.

There are no qualifications or adverse remarks mentioned in the Auditors Report for the financial year 2024-25.

The Board of Directors of the Company at its meeting held on 24^th May 2025, based on the recommendation of
the Audit Committee, after evaluating and considering various factors like experience, competency of the audit
team, efficiency in conduct of Audit and independence, has recommended to the members of the Company,
the appointment of M/s Sajee & Associates ,Company Secretaries (CP No 12772) as Secretarial Auditors of the
Company for a term of five consecutive years commencing from FY 2025-26 in terms of in terms of the amended
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR,2015) vide
SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

100 percent of promoter and promoter group shareholdings are in dematerialized mode.

Details of remuneration and other particulars required under Section 197(12) of the Companies Act read with
relevant rules are given as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your Company has always believed in Social Responsibility and has been supporting the cause in a reasonable
manner. The Company had taken up various activities in line with the business and requirements of the society
in the locality in earlier years. The brief outline of the CSR Policy of the Company and the initiatives undertaken
by the Company on CSR activities during the earlier years are set out in Annexure E to this report in the format
prescribed in the Companies (Accounts) Rules, 2014. The policy is available in the website of the Company.

During the financial year 2024-25, The Committee met once on 15th March 2025in which meeting, all the members
were present.

The composition and other details of the CSR Committee is detailed here under:

Name of the Members
Shri. Harikrishnan R. Nair	Chairman
Shri. M. R. Subramonian	Member
Ms. Suma Sankaran	Member

Pursuant to provisions of Section 135 of the Companies Act, the Company has to spend an amount of at least 2
percent of the average net profits of the Company made during the three immediately preceding financial years
calculated in accordance with the provisions of Section 198 on CSR activities.

During the year under review, the Company was not required to spend any amount towards CSR as its net profit for
immediately preceding previous year was less than Rs 5 Crores.

ACKNOWLEDGMENTS

The Directors sincerely acknowledge the contribution and support from Customers, Shareholders, Bankers,
Vendors, Business Associates and various Government as well as Regulatory Agencies for their valuable support for
the Company’s growth. Your Directors also wish to place on record their appreciation of the contribution by the
employees whose dedication, hard work and commitment enables the Company to sustain growth.

For and on behalf of the Board of Directors

Place: Trivandrum Sd/-

Date: 14th August 2025 M. R. Narayanan

Chairman

---

Mar 31, 2024

Your Directors have pleasure in presenting the 33rd Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31^st March 2024.

financial highlights -

Financial Highlights of the Company for the Year under review are as under -

Particulars	Year ended 31st	Year ended 31st
	March 2024	March 2023
	(Rs. in 000''s)	(Rs. in 000''s)
Turnover	55,0616.91	61,0960.86
Profit/(Loss) before taxation	5,3712.69	4,7834.70
Income Tax Expense	1,3216.71	1,2286.40
Profit/(Loss) after tax	4,1507.10	3,5934.95
Transfer to General Reserve	4100.00	4100.00
Dividend on Equity Shares @ 10 percent (PY @ 5 percent)	1,1914.00	1,1914.00
Balance Carried to Balance Sheet2	2,5493.10	1,9920.95

STATE OF THE COMPANY’S AFFAIRS AND FUTURE

outlook -

Highlights of the Company’s performance for the year under review are as under (amounts in Rs.000’s)

• Revenue decreased by 9.88% to Rs. 55,0616.91

• Profit before taxes increased by 12.29% to Rs. 5,3712.69

• Profit after taxes (Net Profit) increased by 15.51% to Rs.4,1507.10

• Earnings Per Share increased by 15.23 percent to 3.48

Your Company has done exceedingly well compared to previous year in terms of profits in a year where revenue remained near to constant when compared to previous year. Net profit increased by 15.51% compared to previous year, which itself is quite encouraging. Your company continues to lay special focus on both the Business verticals - viz., the Commercial Industrial vertical (C/I) and the Retail vertical.

In the current financial year, your Company will put all efforts to look at large projects in the C/I vertical. Your company is in the process of appointing a CTO whose expertise will enable the Company to participate bids for large projects which will include ELV as well as IT / ITES requirements. In the Retail vertical we have laid emphasis to strengthening the sales and marketing of

RFID solutions. Three new products added during the year include

• Electronic Price Labels for Supermarkets / Hypermarkets.

• Digital Signage solution for Fashion Wear Chains.

• Smart Padlock for transportation and logistics usage.

RFID will continue to make further inroads.

DIVIDEND

Your Board of Directors at their meeting held on 24^th May 2024, have recommended a Dividend of 10 percent (Rs. 1 per equity share of Rs. 10 each) on the 11913750 fully paid up equity shares. Subject to approval by Share Holders at the ensuing Annual General Meeting. If approved at the Annual General Meeting, this will result in a cash out flow of Rs.11913.75 (in 000’s) towards dividend payment. Your Directors recommend to approve the dividend payout.

As on 31^st March 2024, an amount of Rs. 834.38 (in 000’s) is lying in the Unpaid Dividend Accounts with State Bank of India

towards the dividend declared and paid but not claimed for the financial years from 2016-17 to 2022-23 as per details given in the notes on accounts. Those Shareholders who have not uncashed their dividend warrants are requested to immediately approach the corporate office of the Company for revalidation/reissue of the dividend warrants after which the warrants may be presented for payment. The unclaimed dividend up to and including the

year 2015-16 has been transferred to the Investor Education and Protection Fund (the Fund) set up by the Government of India and no payments shall be made in respect of any such claims by the Company. Shareholders may approach and claim such transferred amounts from the Funds by following prescribed procedure.

The Dividend payout for the year has been formulated keeping in mind the Company’s ability to pay sustainable dividends vis-a-vis the requirement of funds for running business and the long-term objectives which are to be met by internal cash accruals.

AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors have decided to transfer an amount of Rs. 4100 (in 000’s) to General Reserve out of the profits generated by the Company.

CHANGES IN SHARE CAPITAL AND RESERVES

The Capital and Reserves of the Company as on 31^st March 2024 stood at Rs. 48,6971 (000’s) as against that of Rs. 45,7378 (in 000’s) as on the corresponding day of the previous year.

general information

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

• Disclosure regarding Issue of Equity Shares with differential rights as stated in Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014)

• Details relating to Deposits covered under Chapter Vof the Companies Act, 2013

• Disclosure regarding issue of Employee Stock Options as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014)

• Disclosure regarding issue of Sweat Equity Shares as specified in Rule 8 (13) of Companies (Share Capital and Debenture Rules, Disclosure regarding issue of Sweat Equity Shares as specified in Rule 8 (13) of Companies (Share Capital and Debenture Rules, 2014)

• Receipt of Commission or Remuneration by the Managing Director or the Whole-time Directors of the Company from Subsidiaries, since the Company does not have any subsidiary.

• No significant or material order which impact the going concern status and Company’s operations in future were passed by the Regulators or Courts or Tribunals.

• Extract of Annual Return, in format MGT-9, for the Financial Year 2023-2024 is annexed to the Board’s report as Annexure B.

WORKING CAPITAL

The Company has been sanctioned Cash Credit facility to the tune of Rs. 150000(in 000’s) by M/s State Bank of India, SME

Branch-Trivandrum out of which an amount of Rs. 39120.79(in 000’s) has been availed as on 31^st March 2024.

CORPORATE GOVERNANCE

Detailed report on Corporate Governance along with certificate on Corporate Governance from Statutory Auditors is forming part of this Report.

The Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India with regard of conduct of meetings of Board Committees, Board of Directors and General Meeting of Shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report for the year under review is forming part of this Report.

internal control systems and their

ADEQUACY

The details in respect of internal control systems and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this report.

disclosure as per the sexual

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has 09 women employees in various cadres as on 31st March 2024. Your Company has zero tolerance towards sexual harassment at the work place. The Company has constituted an Internal Complaint Committee in line and in compliance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors state that -

1. In the preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act 2013, have been followed and there are no material departures from the same;

2. The Directors have selected such accounting policies and have 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 as

on March 31, 2024 and of the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a ‘going concern’ basis;

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD MEETINGS -

During the Financial year 2023-24, 4 meetings of the Board of Directors were held on the following dates: 30^th May 2023, 14^thAugust 2023, 14^th November 2023,and 14^th February 2024.

Attendance of Directors at each meeting of Board of Directors are as follows:
	Date of Meeting Name of Director	30 May 2023	14 Aug 2023	14 Nov 2023	14 Feb 2024	Total Number of Meetings Attended
	M. R. Subramonian	Yes	Yes	Yes	Yes	4
	M. R. Narayanan	Yes	Yes	Yes	Yes	4
	M. R. Krishnan	Yes	Yes	Yes	Yes	4
	N. Suresh	Yes	Yes	Yes	Yes	4
	K. Manmathan Nair	Yes	Yes	Yes	Yes	4
	P. K. Anandavally Ammal	Yes	Yes	Yes	Yes	4
	Harikrishnan R Nair	Yes	Yes	Yes	Yes	4
	Dr. Ayyappan. M	Yes	Yes	Yes	Yes	4
	Suresh T Viswanathan	Yes	Yes	Yes	Yes	4

related PARTY - CONTRACTS AND ARRANGEMENTS

All contracts/arrangements/transactions with related parties entered into by the Company during the financial year were in the ordinary course of business and are on arm’s length. During the year, the Company had not entered into any contracts/ arrangements/transactions with related parties which could be considered material. All related party transactions were at arm’s length and in the ordinary course of business and conforming to the requirements of Companies Act, 2013.

Omnibus approval is taken from the Board of Directors and Audit Committee for approval of transactions which are of a repetitive nature. Details of contracts/arrangements/transactions with related parties entered into by the Company in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013, read with rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure -C.

The Policy for determining material related party transactions has been disclosed on the website of the Company, and can be accessed at https://adtechindia.com/wp-content/uploads/2023/02/

Policy-on-Related-Party-Transactions-2022-23.pdf.

loan, guarantee and investments under

SECTION 186

During the financial year 2023-24, the Company has renewed the inter corporate deposit with MPG Hotels and Infrastructure Ventures Private Limited for an amount of Rs 400 lakhs which carry an interest rate of 7 percent per annum payable monthly for a period of 6 months and for an amount of Rs. 100 lakhs which carry an interest percent of 9 percent per annum payable monthly for a period of one year.

The investment is made in the ordinary course of business with the view to investing surplus funds of the Company to get the maximum returns. Other than the above, the Company has not given any loans, guarantees or investments under Section 186 to any party during the period under review.

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A. Conservation of Energy.

The business of the Company is not power intensive, being an electronic equipment integration unit. Even then, the Company continues to accord high priority to conservation of Energy. Systems are in force to closely monitor energy usage.

B. Technology Absorption, Research & Development.

The Company has efficient R & D department which closely observes and suggests cost effective changes in components for integration of Access Control Systems.

C. Foreign exchange earnings and outgo.

Earnings in Foreign Currency

Head of Earnings	2023-24 in Rs 000’s	2022-23 in Rs 000’s
Export Sales	1216.51	8475.82
Sales Incentives on Direct orders placed oversees principals	2746.36	3043.81

i. Expenditure in Foreign Currency

Head of Expenditure	2023-24 in Rs 000’s	2022-23 in Rs 000’s
Foreign Travel Expenses	760.95	407.90
Import Purchases	13,6041.72	18,6432.21

employees and employee related disclosure;

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees of the Company drawing remuneration in excess of the limits set out in the said rules. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure D.

policy for determining material subsidiary

The Policy for determining material subsidiaries, has been disclosed on the website of the Company and can be accessed at https://adtechindia.com/wp-content/uploads/2023/02/Policy-for-determining-material-subsidiaries.pdf.

Your Company does not have any subsidiaries, joint ventures or associates and there are no details to be disclosed.

RISK MANAGEMENT POLICY

Your Company has constituted a Risk Management Committee comprising of the Managing Director, Executive Director, Company Secretary, Chief Financial Officer and Head of Marketing and which assists the Board of Directors in overseeing and approving the Company’s enterprise risk management framework and to be in a constant watch mode so as to identify all risks that the Organization faces viz. financial, strategic, market, liquidity, security, property, legal and regulatory. There is a constant process of management and reporting of principal risks and uncertainties in the Company.

By having transparent policies and system of reporting firmly in place, the elements of risks are identified at earlier stages which enables the Organization to control the effects. Risk management committee is fully in sync with the Audit Committee and with the Internal Control and Internal Audit teams with the aim of early identification of risks. The Board believes that effective control of internal activities and procedures will mitigate the chances of risks from within the organization which is achieved by laying of procedures and codes of conduct and by constant interaction with employees and other stake holders of the Company.

internal financial controls

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no material weakness in the design or operation were observed. Internal Auditors M/s Roy Varghese and Associates, a reputed audit team confirms that the activities are in compliance with the Companies policies and that no material deviations were detected. Internal Auditors review systems and operations of the Company and ensure that the Company is functioning within the limits of all applicable statutes. Any internal control weaknesses, non-compliance with statutes and suggestions on improvement of existing practices form part of internal audit report. The Audit committee reviews the internal audit report and compliance report and ensures that the observations pointed out in these reports are addressed in a timely and structured manner by the Management. The Internal Audit report is also reviewed by the Statutory Auditors.

vigil mechanism / whistle blower policy

The Company is committed to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards. The Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns without fear of punishment or unfair treatment. The Company has a proper vigil mechanism and whistle blower policy in place pursuant to Section 177(9) and 177(10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) and 34(3) read with Para 10 of part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The mechanism also provides for adequate safeguards against victimization of Directors and employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in special cases. The said policy is available in the website of the Company www.adtechindia. com

listing with stock exchanges

Equity Shares of your Company are listed with Metropolitan Stock Exchange of India Limited, Mumbai.

With effect from 19^th June 2024, equity shares of your Company have been given listing and trading permission in BSE Limited, Mumbai. Scrip Code/ID assigned to your Company in BSE Ltd is 544185.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, as per provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri.

M.R. Narayanan, Non-Executive Director (DIN 00044926) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers his candidature for reappointment as a Director. The Board of Directors at their meeting held on 14^th August 2024 has proposed the re-appointment of Shri M. R. Narayanan at the ensuing Annual General Meeting of the Company.

The Board is of the opinion that Shri M.R. Narayanan possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company.

Shri. M.R.Narayanan has consented to and is not disqualified from being re-appointed as Director in terms of Section 164 of the Companies Act, 2013 read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority.

Profile and other information of Shri. M R Narayanan as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and Secretarial Standard -2 are given in the Notice of the 33^rd AGM of the Company. The above proposal for re-appointment forms part of the Notice of the 33^rd AGM and the relevant resolution is recommended for approval by the Members of the Company.

The Board of your Company consists of nine directors as on the date of this report as follows:

Name of Director	Category
Shri. M. R. Subramonian, Managing Director	Executive Directors
Shri. M. R. Krishnan, Executive Director
Shri. M. R Narayanan, Chairman	Non-Executive - Non Independent Director
Shri. N. Suresh	Non-Executive Independent Directors
Shri. K. Manmathan Nair
Smt. P. K. Anandavally Ammal
Dr. Ayyappan. M
Shri. Suresh T. Viswanathan
Dr. Harikrishnan R. Nair

All the Directors have rich experience and specialized knowledge in various areas of relevance to the Company. The Company is immensely benefitted by the range of experience and skills that the Directors bring to the Board. The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL -

Changes in Directors and Key Managerial Personnel during the year 2023-24:

The Company has received necessary declarations from all the six Independent Directors confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and under the SEBI (Listing Obligation and Disclosure

Requirement) Regulations, 2015 with Stock Exchanges.

During the year under review, there has been no change in Key Managerial Personnel of the company. Following persons are the Key Managerial Persons of the Company as recorded by the Board:

1. Shri. M. R. Subramonian - Managing Director

2. Shri. S. Balamurali - Company Secretary &

Compliance Officer.

3. Shri. P. Vinaya Chand - Chief Financial Officer.

Pursuant to Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 , following Non-Executive

Independent Directors have completed their second term of 5 years and their tenure as Non-Executive Independent Directors of the Company.

1. Shri N Suresh

2. Shri K Manmathan Nair

3. Smt P.K.Anandavally Ammal

Your Board of Directors places on record its appreciation for the vision, guidance and professional advice rendered by the retiring Directors during their 10 year tenure as Non-Executive Independent Directors of the Company.

WOMAN DIRECTOR -

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation17 (1) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Company shall have at least one Woman Director on the Board and accordingly, your Board has Smt. P.K Anandavally Ammal as Woman Director who retires having completed 10 years of invaluable service to the Company. Your Board places on record, appreciation for the vision, guidance and professional advice rendered by Smt P K Anandavally Ammal during her 10 year tenure as Independent and Woman Director of the Company.

Based on the recommendation by the Nomination and Remuneration Committee, the Board has appointed Ms Suma Sankaran (DIN 10730509) as the Independent Woman Director for a period of 5 years with effect from 23^rd September 2024, subject to approval by Shareholders at the 33^rd Annual General Meeting. The Board recommends her appointment by the Shareholders at the 33^rd AGM by way of Special Resolution.

declaration by independent director -

Declaration by Independent Director(s) and Re-Appointment, if any:

The Company has six Independent Directors on the Board. The Company has received declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, on 14^th August 2024 that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and subsequently the same was placed at the Board Meeting held on 14^th August 2024. A declaration by the Managing Director confirming receipt of this declaration from Independent Directors is annexed to this report as Annexure A.

policy ON DIRECTOR’S APPOINTMENT -

The Company’s Policy on Director’s Appointment and other matters as provided under Section 178(1) and 178 (3) of the Companies Act, 2013 are as under -

The Company has formulated a familiarization programme for its Directors which gives proper guidance into the history of the Company, its promoters, performance of the Company over the previous years, products and services dealt with by the Company, its Auditors and the top management.

During the year 2023-24, the Company had conducted a refresher programme for its Independent Directors. The same has been posted on the website of the Company and can be accessed at Familiarization-Programme-of-Independent-

Directors-2023-24.pdf (adtechindia.com)

Policy for bringing diversity to the Board includes the following

1. Diversity is ensured through consideration of a number of factors including but not limited to skills, specialization and industry experience. Factors based on the business model and specific needs from time to time are also considered.

2. The Nomination and Remuneration Committee shall drive the process for Board appointment and for identifying and nominating, for approval of the Board, candidates for appointment to the Board.

3. Benefits of experience/knowledge in the areas relevant to the Company continue to influence succession planning and continue to be the key criteria for the search and nomination of Directors to the Board.

4. Board appointments are purely based on merit, having due regard to for the benefits of diversity on the Board.

NOMINATION AND REMUNERATION COMMITTEE &

policies

The Board had constituted a Nomination and Remuneration Committee on 14^th August 2014 pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

The Committee had met once during the financial year on 5^th April 2023. All the committee members attended the meeting held on 5^th April 2023.

The composition of the Nomination and Remuneration Committee is as under.

Name of the Members
Shri. Suresh Viswanathan	Chairman
Shri. M. R. Narayanan	Member
Shri. Harikrishnan R. Nair	Member

Pursuant to the provisions of Section 178 and 134 (3(e) and Rule 8 (4) of the Companies (Accounts) Rules, 2014, Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Committee was constituted with the following terms of reference.

- Formulation of criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to remuneration of Directors, Key Managerial Personnel and other employees.

- Formulation of criteria for evaluation of Directors, Chairman, Managing Director and Executive Director, Board as a whole and various Committees of the Board. Based on the recommendations of the Committee, the said Policy on Nomination and Remuneration and Evaluation of Directors was adopted by the Board.

- Identifying persons who are qualified to become Directors and who may be appointed in Senior Management positions in accordance with the criteria laid down.

The Committee has adopted the following criteria for selection of Members on the Board of Directors of the Company and also the candidates eligible to be appointed in the Senior Management of the Company -

(i) Criteria for Selection of Directors

Before making a recommendation to the Board for appointment of any Director, the Committee shall ensure that

a) The candidate possesses appropriate skills experience and knowledge in one or more fields of managerial/ business/ administrative/ legal/ finance qualifications and experience over two decades;

b) The candidate shall be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

c) In the case of appointment of an Independent Director, the candidate meets the conditions of being independent as stipulated under Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

d) The candidate also complies with the “Fit and Proper” criteria as laid down by the policy of the Company.

(ii) Criteria for Selection of Senior Management Personnel

The term Senior Management shall have the same meaning as provided under the explanation to

Section178 of the Companies Act, 2013

The Committee shall, before making any recommendation to the Board for appointment, should ensure that the candidate has the attributes set forth below

(a) The candidate should have a minimum experience of 10 years in any of the areas viz. electronic security related, financial management, legal, sales, marketing, procurement, research, technical operations or such other areas which in the opinion of the Committee are relevant for the Company’s business; and

(b) The candidate should possess qualities that demonstrate leadership skills, effective communication skills, hard work, commitment and such other attributes which in the opinion of the Committee are in the interest of the Company.

The Committee makes its recommendation to the Board if it finds that a candidate meets the criteria for appointment.

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the provisions of Section 178(3) of the Companies Act, 2013. All the Directors have provided inputs to the questionnaire seeking information on criteria such as Board Composition and structure, Board Processes and procedures, effectiveness of the Board, etc.

The Board and Nomination and Remuneration Committee reviewed the performance of the individual Directors inter-alia, on the basis of understanding and knowledge of the market in which the Company is operating, ability to appreciate the working of the Company and the challenges it faces, attendance to meetings, extend of participation and involvement in the meetings and ability to convey one’s views and flexibility to work with others. The performance of the Committees was evaluated by the based on the composition of the Committees, effectiveness of the Committee meetings with respect to the terms of reference and conduct of the meetings and the procedures followed.

Separate meeting of Independent Directors was conducted during the year, to review the performance of the Board as a whole, performance of Non-Independent Director and Chairman and assess the quality, quantity, and timelines of flow of information from the Management to the Board of Directors.

REMUNERATION POLICY

The Committee has formulated policies on remuneration of Directors, KMP and other employees, features of the same are under -

Remuneration of Managing Director and Executive Director:

Committee takes into consideration the performance of the Company, the ability to lead the team, past remuneration, the comparative remuneration profile in the industry subject to the condition that overall remuneration shall be in accordance and within the limits stipulated under the Companies Act, 2013.

Remuneration to Non-Executive Directors:

Remuneration to Non-Executive Director is paid subject to the limits stipulated under the Companies Act, 2013 and based on level of participation in the affairs of the Company.

Remuneration to Independent Directors is restricted to sitting fees for attending meetings of the Board of Directors. The Company does not at present have a provision of stock options. Remuneration of Senior Management Personnel and KMP:

The Remuneration of the Senior Management Personnel and KMP shall be in accordance with the Policy of the Company as is applicable to the employees. Performance of the business/ function under his control is also considered while deciding remuneration.

Details of remuneration paid to Directors and KMP are mentioned elsewhere in this report.

AUDIT COMMITTEE

The Audit committee consists of two Non-Executive Independent Directors, one of whom is the Chairman. All the members of the Committee possess accounting or related financial management expertise. The Committee had met four times during the financial year 2023-24 on the dates 29^th May 2023, 11^th August 2023, 13^th November 2023, and 13^th February 2024 in which meetings, all the members were present.

Composition of the Audit Committee is as follows:

Name of the Members
Shri. Harikrishnan R. Nair	Chairman
Shri. M. R. Subramonian	Member
Dr. Ayyappan M	Member

The terms of reference of Audit committee in accordance

with Section 177(4) of the Companies Act, 2013 and the SEBI

(Listing Obligation and Disclosure Requirement) Regulations,

2015 are as under -

1. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process and discussions thereon;

3. Examination of the financial statement and the auditor’s report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the Company;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and or debt;

9. Discussion with Internal auditors of any significant findings and follow up thereon;

10. To review the functions of Whistle Blower mechanism;

11. To carry out such other functions as may be referred to it. There was no situation where the Board has not accepted the recommendation of the Audit Committee.

The Company has in place a Code of Conduct intended to focus the Board and Senior Management on areas of ethical risk, provide guidance to Directors and Senior Management to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct.

The Company has also in place a Code of Conduct for Prevention of Insider Trading for its designated Persons, in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The code advises them on the procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautioning them of the consequences of violations. The Code of Conduct for Directors, Senior Management and Designated Employees is placed in the website of the Company. Trading in Shares of the Company has started in BSE Limited since listing of equity shares of the Company in BSE Ltd on 19^th June 2024 .

stakeholders’ relationship committee

Stakeholders’ Relationship Committee was constituted pursuant to Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year 2023-24, The Committee met once during the financial year on 25^th March 2024. All the committee members attended the meeting.

The Stakeholders’ Relationship Committee comprises of the following directors:

The Company Secretary acts as the secretary of the Stakeholders’ Relationship Committee.

The terms of reference, powers and scope of the Stakeholders’ Relationship Committee include:

(i) To look into the redressal of grievances of shareholders, debenture holders and other security holders;

Name of the Members
Shri. M. R. Narayanan	Chairman
Shri. Harikrishnan R. Nair	Member
Shri. M. R. Subramonian	Member

(ii) To investigate complaints relating to allotment of shares, approval of transfer or transmission of shares;

(iii) To consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends; and

The Company has a designated email id balamuralis@adtechindia. in for handling investor complaints on which investors can lodge their complaints. The Company has in place an investor grievance redressal policy for the redressal of investor complaints in a timely manner.

Mr. S. Balamurali, Company Secretary is the Compliance Officer of the Company. He reviews the investor complaints on a fortnightly basis to find out whether the grievance has been resolved within the time specified the Investor Grievance Redressal Policy of the Company.

There are no shares lying in the demat suspense account or unclaimed suspense account of the company and hence no disclosures in this regard are to be made.

STATUTORY AUDITORS

M/s Mahadev & Co, Chartered Accountants, New No. 23, Old No. 12 ,1st Floor, Murali Street, Mahalingapuram, Chennai, 600 034 (Firm Reg. No 001924S) were appointed as Statutory Auditors of the Company during 26th AGM held on 28th September 2017 for a period of five years. As per provisions of Section 139 of the Companies Act, 2013, an audit firm can be appointed as Statutory Auditors for two terms of five consecutive years. Subsequently, the Auditors were reappointed for another term of 5 years from the conclusion of the 31^st Annual General Meeting held on 30^th September 2022 till the conclusion of 36th Annual General Meeting in 2027.

There has been no frauds reported as per the internal control system prevalent in the company or by the Auditors during the Financial Year ended 31st March, 2024.

AUDITORS REPORT

There are no qualifications or adverse remarks mentioned in the Auditors Report for the financial year 2023-24. The notes on accounts forming part of financial statements are selfexplanatory.

secretarial audit report

Secretarial Auditors Report for the financial year 2023-24 as provided by M/s Sajee & Associates, Company Secretaries, Sreesankaram, First Floor, TC 83/211-2, Opp. Kaithamukku PO, Athani Lane, Trivandrum, 695 024 is annexed to this report. There are no qualifications or adverse remarks mentioned in the Auditors Report for the financial year 2023-24.

100 percent of promoter and promoter group shareholding are in dematerialized mode. .

Details of remuneration and other particulars required under Section 197(12) of the Companies Act read with relevant rules are given as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your Company has always believed in Social Responsibility and has been supporting the cause in a reasonable manner. The Company had taken up various activities in line with the business and requirements of the society in the locality in earlier years. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the earlier years are set out in Annexure E to this report in the format prescribed in the Companies (Accounts) Rules, 2014. The policy is available in the website of the Company.

During the financial year 2023-24, The Committee met on 31st July 2023 in which meeting, all the members were present.

The composition and other details of the CSR Committee is detailed here under:

Name of the Members
Shri. Harikrishnan R. Nair	Chairman
Shri. M. R. Subramonian	Member
Shri. N. Suresh	Member

Pursuant to provisions of Section 135 of the Companies Act, the Company has to spend an amount of at least 2 percent of the average net profits of the Company made during the three immediately preceding financial years calculated in accordance with the provisions of Section 198 on CSR activities.

During the year under review, the Company was not required to spend any amount towards CSR as its net profit for immediately preceding previous year was less than Rs 5 Crores.

acknowledgements

The Directors sincerely acknowledge the contribution and support from Customers, Shareholders, Bankers, Vendors, Business Associates and various Government as well as Regulatory Agencies for their valuable support for the Company’s growth. Your Directors also wish to place on record their appreciation of the contribution by the employees whose dedication, hard work and commitment enables the Company to sustain growth.