The Board of Directors is pleased to present the Thirty-First (31st) Annual Report of the Company, along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2025 outlining the performance, key developments, and strategic initiatives undertaken by the Company during the year under review.
FINANCIAL HIGHLIGHTS
Your Company's Financial highlights for the year ended 31st March, 2025 as follows:
|
PARTICULARS
|
STANDALONE
|
CONSOLIDATED
|
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Revenue from Operations
|
26,663.16
|
20,676.58
|
28,838.01
|
22,430.29
|
|
Other Income
|
305.29
|
248.45
|
332.69
|
297.43
|
|
Total Income
|
26,968.44
|
20,925.03
|
29,170.71
|
22,727.73
|
|
EBITDA (Earnings before interest tax depreciation Amortization)
|
3,962.58
|
2,629.82
|
4,084.35
|
2,797.04
|
|
Finance Cost
|
365.97
|
143.98
|
387.13
|
147.44
|
|
Depreciation, Amortization, Impairment
|
555.14
|
356.70
|
705.03
|
496.95
|
|
Profit (Loss) before tax
|
3,041.47
|
2,129.14
|
2,992.19
|
2,152.64
|
|
Tax Expense
|
711.00
|
560.00
|
711.00
|
560.00
|
|
Current Tax
|
41.42
|
(22.55)
|
41.39
|
(22.55)
|
|
Deferred Tax
|
20.23
|
8.95
|
20.23
|
8.95
|
|
Net Profit After Tax
|
2,268.82
|
1,582.73
|
2,219.57
|
1,606.24
|
|
Paid-up Equity Share Capital
|
1,268.10
|
1,268.10
|
1,268.10
|
1,268.10
|
|
Basic Earnings per Equity Share (in ')
|
17.89
|
12.48
|
17.50
|
12.67
|
|
Reserves
|
11,812.17
|
9,633.37
|
12,102.67
|
10,019.41
|
The financial statements have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act, read with relevant rules.
HIGHLIGHTS OF PERFORMANCE
1. REVENUE GROWTH
The company reported strong growth in revenue from operations, reflecting positive business traction across its segments:
• Standalone revenue increased from ^20,676.58 Cr in FY24 to ^26,663.16 Cr in FY25, marking a robust 29% year-on-year growth.
• Consolidated revenue rose to ^28,838.01 Cr from ^22,430.29 Cr, a 28.5% growth, suggesting improved performance from subsidiaries or joint ventures as well.
2. OPERATIONAL PERFORMANCE - Strong EBITDA Growth
The company's EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) saw significant improvement:
• Standalone EBITDA increased by 50.7%, from ^2,629.82 Cr to ^3,962.58 Cr.
• Consolidated EBITDA grew 46.0%, reaching ^4,084.35 Cr from ^2,797.04 Cr.
3. PROFIT BEFORE TAX (PBT) AND NET PROFIT
Despite higher interest and depreciation expenses, the company maintained healthy profitability:
• Standalone PBT rose 42.9% to ^3,041.47 Cr, while Consolidated PBT was ^2,992.19 Cr, up 39%.
• Net Profit (Standalone) grew by 43.3%, from ^1,582.73 Cr to ^2,268.82 Cr.
• Net Profit (Consolidated) stood at ^2,219.57 Cr, up 38.2%.
4. OVERALL PERFORMANCE: The company has delivered exceptional financial performance in FY
2024-25, with:
• Strong double-digit growth in revenues and profits
• Significant improvement in operating margins (EBITDA)
• Enhanced returns to shareholders through rising EPS
• Continued investments visible through higher depreciation and finance costs
The rising finance costs suggest that the company is in a growth phase, possibly investing in infrastructure, capacity expansion, or new ventures. Yet, it has managed to maintain and even improve profitability, reflecting strong management execution and strategic clarity.
KEY FINANCIAL RATIOS (STANDALONE BASIS)
|
PARTICULARS
|
2024-25 (%)
|
2023-24 (%)
|
|
Debtors Turnover Ratio
|
3.51
|
3.32
|
|
Inventory Turnover Ratio
|
213.97
|
260.14
|
|
Current Ratio
|
1.99
|
3.12
|
|
Debt/Equity Ratio
|
0.33
|
0.10
|
|
Debt Service Coverage Ratio
|
1.08
|
16.80
|
|
Net Profit Margin
|
0.09
|
0.08
|
|
Return on Net worth
|
0.19
|
0.16
|
|
Net capital turnover ratio
|
3.25
|
2.58
|
TRANSFER TO GENERAL RESERVES
During the Year under review, no amount has been transferred to General Reserves.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business during the financial year ended March 31, 2025.
DIVIDEND
The Board of Directors, at their meeting held on Thursday, 31st July, 2025, declared a final dividend of Rs. 0.50 (Rupees Fifty Paisa) per equity share, representing a 5% dividend on the face value of Rs. 10 each of the Company's fully paid-up equity capital.
The record date for determining shareholders eligible for the dividend is Tuesday, 19th August, 2024. The payment of the dividend is subject to the approval of the shareholders at the upcoming Annual General Meeting to be held on Tuesday, 26th August, 2025. Companies are obligated to deduct applicable income taxes from dividends before payment.
The Company recommended/declared dividends as under:
|
PARTICULAR
|
DIVIDEND PER SHARE
|
DIVIDEND PER SHARE
|
| |
FY 2024-25
|
FY 2023-2024
|
|
Interim dividend
|
NA
|
NA
|
|
Final dividend (At 5 % & 5 % of Face Value of Rs. 10 per share respectively)
|
Rs. 0.50
|
Rs. 0.50
|
|
Total dividend
|
Rs. 0.50
|
Rs. 0.50
|
Pursuant to Section 91 & other applicable provisions of the Act and in accordance with the Regulation 42 of the Listing Regulations, the Register of Members and Share Transfer Book of the Company shall remain closed from Wednesday, 20th August, 2025 to Tuesday, 26th August, 2025 (both days inclusive) for taking record of the Members of the Company for the purpose of ensuing 31st Annual General Meeting.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company was not required to transfer any unpaid / unclaimed amount of dividend or any shares to Investor Education and Protection Fund during the financial year ended March 31, 2025.
PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY
Your Company had the following subsidiaries as on March 31, 2025:
1. Silver Touch Technologies Inc.
2. Silver Touch Technologies (UK) Limited
3. Silver Touch Technologies Canada Limited
4. Vision Autotests Private Limited (formerly known as Shark Identity Private Limited)
5. Silver Touch Auto Tech Private Limited
6. Ai4Pharma Tech Limited
None of the above companies ceased to be a subsidiary during the financial year ended 2024-25. Your Company had the following Joint Venture or Associate Company as on March 31, 2025.
1. Silver Touch Technologies SAS
2. Lime Software Limited
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's Subsidiaries in Form AOC-1 is enclosed as "Annexure - A" to this report. The consolidated financial statement of the Company forms part of this annual report.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate financial statements in respect of subsidiaries, are available on the website of the Company at https://www.silvertouch.com/investors/.
As on the financial year ended March 31, 2025, none of the subsidiaries of the Company was identified as "material subsidiary" within the meaning of Regulation 16(1)(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI Listing Regulations').
SHARE CAPITAL
The Summary of the Share Capital during the FY 2024-2025 is given below:
|
Authorized Capital
|
Rs. 16,00,00,000/-
|
|
Issued Capital
|
Rs. 12,68,10,000/-
|
|
Subscribed Capital
|
Rs. 12,68,10,000/-
|
|
Paid- up Capital
|
Rs. 12,68,10,000/-
|
BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
BONUS SHARES
No Bonus Shares were issued during the year under review.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
LISTING OF EQUITY SHARES
The Company's equity shares are listed on the National Stock Exchange of India Limited (SYMBOL: SILVERTUC) and BSE Limited (Scrip Code: 543525).
The company has fulfilled its obligation to pay the Annual listing fees for the financial year 2024-2025 to both of the Stock Exchanges.
CREDIT RATING
During the year under review, The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31st March, 2025.
However, your company has obtained Credit rating from Infomerics Valuation and Rating Private Limited.
|
Rating Agency
|
Long Term Rating
|
Short Term Rating
|
|
Infomerics Valuation Rating Private Limited
|
and
|
IVR BBB
|
IVR A2
|
DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD
As of March 31, 2025, the Company's Board comprised ten (10) members, including Five (05) Executive Directors and Five (05) Independent Directors.
Comprehensive details regarding the composition of the Board and its committees, the tenure of Directors, and other pertinent information are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. In accordance with applicable listing regulations, the Board has identified the core skills, expertise, and competencies deemed essential for the effective discharge of its responsibilities in the context of the Company's business. These key attributes are also detailed in the Corporate Governance Report.
|
SR.
NO.
|
NAME OF THE DIRECTOR
|
DIN
|
CATEGORY
|
|
1
|
Vipul Haridas Thakkar
|
00169558
|
Chairman and Managing Director
|
|
2
|
Jignesh Amratlal Patel
|
00170562
|
Whole Time Director
|
|
3
|
Minesh Vinodchandra Doshi
|
00306106
|
Whole Time Director
|
|
4
|
Palak Vinubhai Shah
|
00306082
|
Whole Time Director
|
|
5
|
Himanshu Jain
|
00454477
|
Whole Time Director
|
|
6
|
Gayatri Mukul Doctor
|
02012395
|
Independent Director
|
|
7
|
Piyushkumar Mithileshkumar Sinha
|
00484132
|
Independent Director
|
|
8
|
Apurva Bhaskar Damani
|
03280309
|
Independent Director
|
|
9
|
Sandeep Shah
|
00807162
|
Independent Director
|
|
10
|
Jignesh Ashwinbhai Shah
|
02786683
|
Independent Director
|
MEETINGS OF THE BOARD OF DIRECTORS
Four (4) meetings of the Board were held during Financial Year 2024-25. Details of the meetings and attendance thereat form a part of the Corporate Governance Report.
DIRECTORS LIABLE TO RETIRE BY ROTATION
Mr. Himanshu Jain (DIN: 00454477) and Mr. Palak Vinubhai Shah (DIN: 00306082) retires by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.
Brief details of Mr. Himanshu Jain (DIN: 00454477) and Mr. Palak Vinubhai Shah (DIN: 00306082), who are seeking re-appointment, are given in the Notice of the Annual General Meeting.
KEY MANAGERIAL PERSONNEL (KMP)
Following are the KMPs of the Company in terms of Section 203 of the Act as on March 31, 2025:
|
NAME OF THE KEY MANAGERIAL PERSONNEL
|
DESIGNATION
|
|
Vipul Haridas Thakkar
|
Chairman and Managing Director
|
|
Paulin Vinodbhai Shah
|
Chief Financial Officer
|
|
Kashish Arjunbhai Purohit1
|
Company Secretary and Compliance Officer
|
During the Year under review, Mr. Vishnu Harjivanbhai Thaker, Company Secretary and Compliance Officer of the company resigned with effect from 10th January, 2025.
*Ms. Kashish Arjunbhai Purohit was appointed as Company Secretary and Compliance Officer of the company with effect from 31st January, 2025.
SENIOR MANAGEMENT
As on the date of this report, The Senior Management of the Company comprises of following person(s):
|
SR. NO.
|
NAME OF THE PERSONNEL
|
DESIGNATION
|
|
1
|
Rachit Patel
|
Global Delivery Head
|
|
2
|
Yusuf Gandhi
|
Head of Digital Transformation
|
|
3
|
Vinod Kadia
|
Vice President - Infrastructure Services
|
|
4
|
Mihir Joshi
|
Senior Vice President - Business Development
|
|
5
|
Pankaj Kumar Jha
|
Vice President - E- Governance
|
BOARD GOVERNANCE
Board governance refers to the overall framework that defines the structure and functioning of the Board of Directors. It encompasses key aspects such as the composition and roles of the Board, Chairman, and individual Directors; Board diversity; criteria for independence; tenure and retirement policies; and the formation of various Board committees. It also includes processes related to the nomination, appointment, induction, and development of Directors, as well as their remuneration. Additionally, it involves oversight of subsidiary performance, adherence to the code of conduct, and continuous evaluation of Board effectiveness.
BOARD DIVERSITY
The company acknowledges the importance of board diversity and has established guidelines to ensure a range of perspectives, including diverse thoughts, knowledge, skills, regional and industry experience, cultural and geographical background, gender, age, ethnicity, and race. These guidelines are aligned with applicable laws and regulations and the company's specific business needs.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
Your Company has received necessary declarations and disclosures from its Independent Directors under Section 149(7) and Section 184(1) of the Act stating that they meet the criteria of independence
as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations and have disclosed their interest in the Form MBP-1. All the Directors have certified that they are not disqualified under section 164 of the Act. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.
The Board of the Company has taken the disclosures on record after verifying the due veracity of the same.
In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. All the Independent Directors of the Company are also registered with the databank of Independent Directors as required under the provisions of the Companies Act, 2013.
COMPLIANCE WITH CODE OF CONDUCT
All Board members and Senior Management Personnel have affirmed their compliance with the Company's Code of Conduct for Financial Year 2024-25.
A declaration to this effect signed by the Managing Director & CEO is included in this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards ('SS') i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings respectively during the financial year ended 2024-25.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provision of section 134(3)(c) of the Act and based on the information provided by the Management, the directors state that:
• in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
• 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 Financial Year 2024-25 and of the profit of the Company for that period;
• they 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;
• they have prepared the annual accounts on a going concern basis;
• they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and 1
BOARD COMMITTEES
The company has established Six (6) committees in accordance with the requirements of the Act, its associated rules, and the Listing Regulations. Detailed information regarding these committees can be found in the corporate governance report forming part of this annual report. The following committees were active during the Financial Year 2024-25.
Details of Committees along with their terms of reference, composition and attendance of Members at the meeting of the Committees are provided in the Corporate Governance Report.
BOARD COMMITTEES AND NUMBER OF MEETINGS
|
Sr. No.
|
Name of Committee
|
Number of Meetings held during the year
|
|
1
|
Audit Committee
|
4
|
|
2
|
Nomination and Remuneration Committee
|
3
|
|
3
|
Stakeholders Relationship Committee
|
3
|
|
4
|
Corporate Social Responsibility Committee
|
2
|
|
5
|
Internal Complaint Committee
|
-
|
|
6
|
Tender and Finance Committee
|
11
|
The report on corporate governance provides detailed information about these meetings, including those of other committees, their dates, and the attendance of individual directors.
COMMITTEE RECOMMENDATIONS
During the year, recommendations of all the Committees constituted by the Board were in accordance with the Act and the same were accepted by the Board.
BOARD PROCESSES, PROCEDURES AND PRACTICES
The Company places strong emphasis on maintaining a diverse and knowledgeable Board that actively contributes toward realizing its vision. It follows structured processes and established best practices to ensure effective leadership and sound decision-making.
The Board's functioning encompasses key procedural elements such as circulation of agendas, convening of meetings, decision-making during meetings, finalization of minutes, and oversight of Board committees. The Company consistently adheres to industry best practices in organizing and conducting meetings of the Board and its committees.
In compliance with regulatory requirements, the Company ensures that a minimum of four Board meetings are held annually, with the interval between any two consecutive meetings not exceeding 120 (One Hundred Twenty) days. Notices, detailed agendas, and relevant supporting materials are circulated in advance to all Directors. In exceptional circumstances, documents may be tabled during the meeting with the Board's approval, enabling timely and informed deliberations.
Board meetings are designed to promote open, balanced, and constructive discussions, with the Chairman ensuring that adequate time is allocated for the consideration of strategic matters.
The Company provides the information as set out in Regulation 17 read with Part - A of Schedule II of the Listing Regulations, to the Board and the Board Committees to the extent it is applicable and relevant. Such information is submitted either as a part of the agenda papers in advance of the respective meetings by way of presentation and discussions during the Meetings. With the unanimous
consent of the Board, all Unpublished Price Sensitive Information (UPSI) is circulated to the Board at a shorter notice before the commencement of the meeting securely.
ANNUAL EVALUATION OF THE BOARD & INDIVIDUALS ON ITS PERFORMANCE AND COMMITTEES
In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board undertook an annual performance evaluation of its own functioning, that of individual Directors, including Independent Directors, as well as its various Committees—namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Internal Complaint Committee and Tender, Investment and Finance Committee. The evaluation process, details of which are provided in the Corporate Governance Report, was conducted using a structured questionnaire designed separately for the Board, its Committees, the Chairman, and individual Directors.
The assessment covered key parameters such as Board effectiveness, transparency and quality of discussions, information flow between management and Directors, Board dynamics, composition, and Directors' understanding of their roles and responsibilities. Committee performance was evaluated based on their effectiveness in discharging their respective mandates. The performance of individual Directors was also assessed through peer evaluation, focusing on their participation in deliberations, knowledge of relevant matters, and awareness of evolving trends. The performance evaluation of the Chairman was carried out by the Independent Directors at a separate meeting in line with the applicable regulatory requirements.
FAMILIARIZATION PROGRAMMES
To ensure that the Board of Directors remains well-informed and actively engaged, the Company has instituted a structured and ongoing Familiarization Programme. This programme is aimed at enhancing Directors' understanding of the Company's business model, industry landscape, regulatory environment, and strategic direction.
Upon their appointment, every Director is issued a formal letter of appointment that clearly defines their roles, responsibilities, and expectations. The Familiarization Programme is particularly beneficial for Independent Directors, providing them with comprehensive insights into the Company's operations, organizational structure, key policies, and long-term vision.
Directors are continuously updated on significant developments including operational performance, market trends, regulatory changes, strategic initiatives, and potential risks. These interactions are designed to facilitate a holistic understanding of the Company's functioning and to enable informed decision-making at the Board level.
Further, the Company ensures that all Directors are given full access to information, documents, and management personnel as required, thereby empowering them to discharge their duties effectively.
The detailed policy on the familiarization program is available on the website at https://www.silvertouch.com/investors/.
COMPANY'S POLICY OF APPOINTMENT OF DIRECTOR'S AND KEY MANAGERIAL PERSONNEL
In pursuance of the Company's policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel ('KMP') and employees of the
Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act 2013, this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors.
The policy is available on the Company's website at https://www.silvertouch.com/investors/.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations read with all applicable law, the Company has formed Vigil Mechanism or Whistle Blower Policy. The company has implemented a whistleblower policy to allow employees and directors to safely and confidentially report concerns about workplace issues that negatively affect their work environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information. During the year under review, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee.
The brief detail about this mechanism may be accessed on the Company's website at the web link at https://www.silvertouch.com/investors/.
CYBER SECURITY
In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.
CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website on https://www.silvertouch.com/investors/.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as "Annexure - B".
ACCEPTANCE OF PUBLIC DEPOSITS
During the financial year ended 2024-25, Your Company has not accepted any deposits from the public falling within the purview of provisions of Section 73 of the Companies Act, 2013 ('the Act'), read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits and deposits which are not in compliance with Chapter V of the Act as required under Rule 8 (5)(v) of the Companies (Accounts) Rules, 2014 is not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in Note no. 9 of the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were in the ordinary course of business and conducted on an arm's length basis, in line with the Company's Policy on Related Party Transactions. These transactions were placed before the Board of Directors and the Audit Committee for review and approval, wherever required, at the beginning of the financial year. A statement of all Related Party Transactions was placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.
The Company did not enter into any material related party transactions during the year under review, as defined under Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. Accordingly, the disclosure of particulars of such transactions in Form AOC-2, as prescribed under Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.
The particulars of contracts or arrangements entered into with the related party are set out in Note 36(d) to the Standalone Financial Statements of the Company forming part of the Annual Report. The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions to the stock exchanges, in the format specified in the relevant accounting standards and SEBI.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As on 31st March 2025, the CSR committee comprised of Three (3) directors viz., Mr. Vipul Haridas Thakkar (DIN: 00169558) as Chairman, Mr. Jignesh Amratlal Patel (DIN: 00170562), and Mr. Apurva Damani (DIN: 03280309) as members.
Detailed information on CSR Policy, its salient features, CSR initiatives undertaken during the year, details pertaining to spent and excess spent amount forms part of 'Annual Report on CSR activities' as Annexure C.
The CSR policy has been hosted on the website of the Company and can be accessed at https://www.silvertouch.com/investors/.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 during the year are as stated below.
|
(A) CONSERVATION OF ENERGY
|
|
(i) the steps taken or impact on conservation of energy
|
The activities carried out by the Company during the year under review are not power intensive and the cost of the energy is insignificant. Further, the Company is not carrying out any
|
|
(ii) the steps taken by the company for utilizing alternate sources of energy
|
|
(iii) the capital investment on energy conservation equipment
|
manufacturing activities. However, as measure of power conservation, the company has initiated installing LED based electric utilities and instruments which conserve power.
|
|
(B) TECHNOLOGY ABSORPTION
|
|
(i) the efforts made towards technology absorption
|
The Company has not imported any technology during the year under review.
|
|
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
|
|
|
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) the details of technology imported; the year of import; whether the technology been fully observed; if not fully absorbed, areas where absorption has not taken place, and the reason thereof; and
|
|
|
(iv) the expenditure incurred on Research and Development
|
|
|
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
|
|
The Foreign Exchange earned in terms of actual inflows during the year
|
The foreign exchange inflows during the year under review amounted to Rs. 1,953.52 Lakh
|
|
The Foreign Exchange outgo during the year in terms of actual outflows
|
The foreign exchange outflows during the year under review amounted to Rs. 34.09 Lakh
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STATUTORY AUDITORS
M/s Ambalal Patel & Co, Chartered Accountants, (ICAI Firm Registration No. 100305W) were appointed as the Statutory Auditors of the Company by the members of the Company at the 29th (Twenty Ninth) Annual General Meeting ('AGM') of the Company held on 20th Day of September, 2023 to hold office upto the conclusion of the 34th Annual General Meeting to be held in the year 2028. They have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.
The Auditors' Report on the Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 2024-25, "with an unmodified opinion", as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual Report. The Auditors' Report on financial statements of the Company for the year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks.
SECRETARIAL AUDITORS
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Sandip Sheth & Associates, Company Secretaries, Ahmedabad, was appointed as a Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The report issued by the Secretarial Auditor is enclosed as "Annexure - D".
^ During the period under review Promoters/Designated Persons have executed trades in the securities of the Company, which is required to be disclosed under regulation 7(2) of the
SEBI (PIT) Regulations, 2015 as a part of continual disclosure. Provisions reads as "Every promoter, [member of the promoter group], [designated person] and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified".
During the period under review, certain trades in the securities of the Company by the Promoters were not disclosed to the Company within the prescribed timeline under Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. This resulted in a delay in compliance with the disclosure requirements.
Action taken: Upon receipt of the delayed intimation, the Company promptly made the necessary disclosures to the stock exchange in accordance with the applicable regulations. The Promoters were appropriately guided regarding the importance of timely disclosure of trades within two trading days, as mandated under the SEBI (PIT) Regulations, 2015. The Company remains committed to ensuring continued compliance and strengthening internal awareness protocols to avoid recurrence.
The requirement of conducting Secretarial Audit was not applicable to any of the subsidiaries of the Company during the financial year ended 2024-25.
Further, the Board of Directors at their meeting held on 31st January, 2025 have appointed M/s Sandip Sheth & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2024-25.
INTERNAL AUDITORS
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s Rajiv Ahuja & Associates, Chartered Accountants, were appointed as Internal Auditors of the Company to undertake the Internal Audit of the Company for Financial Year 2024-25. During the year, the Company continued to implement its suggestions and recommendations to improve the control environment. Their scope of work included, review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.
Further, the Board of Directors at their meeting held on 8th May, 2024 have appointed M/s Rajiv Ahuja & Associates, Chartered Accountants, for conducting Internal Audit of the Company for the financial year 2024-25.
REPORTING OF FRAUDS BY AUDITORS
During the financial year ended 2024-25, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.
COST RECORDS AND COST AUDIT REPORT
The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act is not applicable for the business activities carried out by the Company.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has internal financial control and risk mifi'gafi'on system, which is constantly assessed and strengthened. The Company also conducts internal audits from time to time. The Audit Committee actively reviews the internal audit report, adequacy and effectiveness of the internal financial control and suggests improvements for the same.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting your Company's financial position since the end of the Financial Year of the Company and date of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Listing Regulations, 2015 forms a part of the Annual Report.
ANNUAL RETURN
A copy of the annual return as required under section 92(3) of the Act in the prescribed form which will be filed with the Registrar of Companies / Ministry of Corporate Affairs within the regulatory timelines is hosted on the Company's website and can be accessed at https://www.silvertouch.com/investors/.
COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has adopted a Policy for Prevention of Sexual Harassment of Women at workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. During the financial year ended 2024-25, the Company did not receive any complaint under the Policy for Prevention of Sexual Harassment of the Company.
The Composition of the said committee as on the date of this report is as follows:
1. Ms. Shayamala Sharma
2. Ms. Hely Khadediya
3. Ms. Kashish Purohit
4. Mr. Vijay K. Shah (External Member - NGO)
The following is a summary of sexual harassment complaints received and disposed of during the Financial Year ended 2024-25:
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Sr No.
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Particulars
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No. of Complaints
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1
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No of complaints at the beginning of the year
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NIL
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2
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No. of complaints filed during the financial year ended 2024-25
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NIL
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3
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No. of complaints disposed off during the financial year ended 2023-24
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NIL
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4
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No. of complaints pending as on March 31, 2025
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NIL
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MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post¬ maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
No significant or material order was passed during the period under review, by the Regulators or Courts or Tribunals bearing an impact on the going concern status and Company's operations in future.
CFO CERTIFICATION
In terms of Regulation 17(8) read with Part B of the Listing Regulafions, a certificate from the Chief Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended 31 March 2025 adequacy of the internal control measures and matters reported to the Audit Committee, is provided in this Report as "Annexure -H".
DECLARATION SIGNED BY THE CEO/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
The Annual Report includes a declaration by the Managing Director confirming that all Directors and Senior Management Personnel adhered to the Company's Code of Conduct during the FY 2024-2025. This declaration is required by Schedule V of the Securities and Exchange Board of India's Lisfing Obligafions and Disclosure Requirements Regulafions 2015.
The detail policy on the Code of Conduct is available on the website at https://www.silvertouch.com/investors/.
DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review, there were no applications filed or any proceedings pending in the name of the company under the Insolvency and Bankruptcy Code (IBC), 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.
ACKNOWLEDGEMENT
The Board of Directors of Silver Touch Technologies Limited extends its heartfelt appreciation to all stakeholders who have contributed to the Company's continued growth and success during the year under review. We are especially grateful to our employees for their unwavering dedication, professionalism, and alignment with the Company's vision. Their commitment to excellence and tireless efforts across all levels have been pivotal in driving operational resilience and delivering consistent performance. The Board also acknowledges with sincere gratitude the support and confidence extended by our shareholders, valued clients, business partners, bankers, distributors, service providers, and vendors, whose collaboration has been integral to our progress.
We further express our appreciation to market intermediaries, financial institutions, and other ecosystem partners for their active role in supporting the Company's strategic initiatives and expansion. Our sincere thanks go to our consumers and the broader tech community for their continued engagement, which energizes our mission to deliver cutting-edge digital solutions. The Board deeply values the support received from the Government of India, various State Governments, and concerned departments, as well as from financial institutions and banks.
FOR AND ON BEHALF OF THE BOARD SILVER TOUCH TECHNOLOGIES LIMITED
Sd/-
VIPUL HARIDAS THAKKAR CHAIRMAN AND MANAGING DIRECTOR DIN:00169558
Place: Ahmedabad Date: 31.07.2025
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they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
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