Dear Shareholders,
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 ini a ves 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: (All amount in INR Lakh)
|
STANDALONE |
CONSOLIDATED |
PARTICULARS |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Opera ons |
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 |
3,962.58 |
2,629.82 |
4,084.35 |
2,797.04 |
deprecia on Amor za on) |
|
|
|
|
Finance Cost |
365.97 |
143.98 |
387.13 |
147.44 |
Deprecia on, Amor za on, Impairment |
555.14 |
356.70 |
705.03 |
496.95 |
Pro t (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 Pro t A er 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 nancial statements have been prepared in accordance with the
applicable provisions of the Companies Act, 2013 and the Indian Accoun ng Standards (Ind
AS) as prescribed under Sec on 133 of the Act, read with relevant rules.
HIGHLIGHTS OF PERFORMANCE
1. REVENUE GROWTH
The company reported strong growth in revenue from opera ons, re ec ng
posi ve business trac on 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, sugges ng improved performance from subsidiaries or joint ventures as well.
2. OPERATIONAL PERFORMANCE Strong EBITDA Growth
The company's EBITDA (Earnings Before Interest, Tax, Deprecia on and
Amor za on) saw signi cant 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 deprecia on expenses, the company
maintained healthy pro tability: Standalone PBT rose 42.9% to 3,041.47 Cr, while
Consolidated PBT was 2,992.19 Cr, up 39%.
Net Pro t (Standalone) grew by 43.3%, from 1,582.73 Cr to 2,268.82 Cr.
Net Pro t (Consolidated) stood at 2,219.57 Cr, up 38.2%.
4. OVERALL PERFORMANCE: The company has delivered excep onal nancial
performance in FY 2024 25, with: Strong double-digit growth in revenues and pro ts Signi
cant improvement in opera ng margins (EBITDA) Enhanced returns to shareholders through
rising EPS
Con nued investments visible through higher deprecia on and nance costs
The rising nance costs suggest that the company is in a growth phase, possibly inves ng in
infrastructure, capacity expansion, or new ventures. Yet, it has managed to maintain and
even improve pro tability, re ec ng strong management execu on and strategic clarity.
KEY FINANCIAL RATIOS (STANDALONE BASIS)
PARTICULARS |
2024-25 (%) |
2023-24 (%) |
Debtors Turnover Ra o |
3.51 |
3.32 |
Inventory Turnover Ra o |
213.97 |
260.14 |
Current Ra o |
1.99 |
3.12 |
Debt/Equity Ra o |
0.33 |
0.10 |
Debt Service Coverage Ra o |
1.08 |
16.80 |
Net Pro t Margin |
0.09 |
0.08 |
Return on Net worth |
0.19 |
0.16 |
Net capital turnover ra o |
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 nancial year
ended March 31, 2025.
DIVIDEND
The Board of Directors, at their mee ng held on Thursday, 31st
July, 2025, declared a nal dividend of Rs. 0.50 (Rupees Fi y Paisa) per equity share,
represen ng 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 Mee ng 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 |
Rs. 0.50 |
Rs. 0.50 |
Value of Rs. 10 per share respec vely) |
|
|
Total dividend |
Rs. 0.50 |
Rs. 0.50 |
Pursuant to Sec on 91 & other applicable provisions of the Act and
in accordance with the Regula on 42 of the Lis ng Regula ons, 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 Mee ng.
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 Educa on and Protec on Fund during the nancial 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
Iden ty 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
nancial 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 So ware Limited
Pursuant to provisions of Sec on 129(3) of the Act, a statement
containing salient features of the nancial statements of the Company's Subsidiaries
in Form AOC-1 is enclosed as Annexure A to this report. The consolidated
nancial statement of the Company forms part of this annual report.
Pursuant to the provisions of Sec on 136 of the Act, the nancial
statements of the Company, consolidated nancial statements along with relevant documents
and separate nancial statements in respect of subsidiaries, are available on the website
of the Company at h ps://www.silvertouch.com/investors/.
As on the nancial year ended March 31, 2025, none of the subsidiaries
of the Company was iden ed as material subsidiary within the meaning of Regula
on 16(1)(c) of Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure
Requirements) Regula ons 2015 (SEBI Lis ng Regula ons').
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 securi es 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 Op on Scheme to the employees.
LISTING OF EQUITY SHARES
The Company's equity shares are listed on the Na onal Stock
Exchange of India Limited (SYMBOL: SILVERTUC) and BSE Limited (Scrip Code: 543525). The
company has ful lled its obliga on to pay the Annual lis ng fees for the nancial 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 mobiliza on of funds in India or abroad during the nancial year ended 31st
March, 2025.
However, your company has obtained Credit ra ng from Infomerics Valua
on and Ra ng Private Limited.
Ra ng Agency |
Long Term Ra ng |
Short Term Ra ng |
Infomerics Valua on and |
IVR BBB+ |
IVR A2 |
Ra ng Private Limited |
|
|
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) Execu ve Directors and Five (05) Independent Directors.
Comprehensive details regarding the composi on of the Board and its commi ees, the tenure
of Directors, and other per nent informa on are provided in the Corporate Governance
Report, which forms an integral part of this Annual Report. In accordance with applicable
lis ng regula ons, the Board has iden ed the core skills, exper se, and competencies
deemed essen al for the e ec ve discharge of its responsibili es in the context of the
Company's business. These key a ributes 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) mee ngs of the Board were held during Financial Year 2024-25.
Details of the mee ngs and a endance 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) re res by rota on at the ensuing AGM and being eligible, have o ered 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 No ce of
the Annual General Mee ng.
KEY MANAGERIAL PERSONNEL (KMP)
Following are the KMPs of the Company in terms of Sec on 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 O cer |
Kashish Arjunbhai Purohit* |
Company Secretary and Compliance O cer |
During the Year under review, Mr. Vishnu Harjivanbhai Thaker, Company
Secretary and Compliance O cer of the company resigned with e ect from 10th
January, 2025. *Ms. Kashish Arjunbhai Purohit was appointed as Company Secretary and
Compliance O cer of the company with e ect 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 Transforma on |
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 de nes the
structure and func oning of the Board of Directors. It encompasses key aspects such as the
composion and roles of the Board, Chairman, and individual Directors; Board diversity;
criteria for independence; tenure and re rement policies; and the forma on of various
Board commi ees. It also includes processes related to the nomina on, appointment, induc
on, and development of Directors, as well as their remunera on. Addionally, it involves
oversight of subsidiary performance, adherence to the code of conduct, and con nuous
evalua on of Board e ec veness.
BOARD DIVERSITY
The company acknowledges the importance of board diversity and has
established guidelines to ensure a range of perspec ves, 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
regula ons and the company's speci c business needs.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
Your Company has received necessary declara ons and disclosures from
its Independent Directors under Sec on 149(7) and Sec on 184(1) of the Act sta ng that
they meet the criteria of independence as laid down in Secon 149(6) of the Companies Act,
2013 and Regula on 16 of the SEBI Lis ng Regula ons and have disclosed their interest in
the Form MBP-1. All the Directors have cer ed that they are not disquali ed under sec on
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 a er
verifying the due veracity of the same.
In the opinion of the Board, all the Independent Directors possess the
integrity, exper se and experience including the pro ciency required to be Independent
Directors of the Company, ful l the condi ons of independence as speci ed in the Act and
the SEBI Lis ng Regula ons 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 a rmed their
compliance with the Company's Code of Conduct for Financial Year 2024-25. A declara
on to this e ect 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 Ins tute of Company Secretaries of
India on Mee ngs of the Board of Directors and General Mee ngs respec vely during the
nancial year ended 2024-25.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provision of sec on 134(3)(c) of the Act and
based on the informa on provided by the Management, the directors state that:
in the prepara on of the annual accounts, the applicable Accoun ng
Standards have been followed along with proper explana on rela ng to material departures;
they have selected such accoun ng policies and applied them
consistently and made judgments and es mates that are reasonable and prudent, so as to
give a true and fair view of the state of a airs of the Company at the end of Financial
Year 2024-25 and of the pro t of the Company for that period;
they have taken proper and su cient care for the maintenance of
adequate accoun ng records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preven ng and detec ng fraud and other irregulari es;
they have prepared the annual accounts on a going concern basis;
they have laid down internal nancial controls to be followed by the
Company and that such internal nancial controls are adequate and were opera ng e ec vely;
and
they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and opera ng e ec
vely.
BOARD COMMITTEES
The company has established Six (6) commi ees in accordance with the
requirements of the Act, its associated rules, and the Lis ng Regula ons. Detailed informa
on regarding these commi ees can be found in the corporate governance report forming part
of this annual report. The following commi ees were ac ve during the Financial Year
2024-25.
Details of Commiees along with their terms of reference, composi on and
a endance of Members at the mee ng of the Commi ees are provided in the Corporate
Governance Report.
BOARD COMMITTEES AND NUMBER OF MEETINGS
Sr. No. Name of Commi ee |
Number of Mee ngs held
during the year |
1 Audit Commiee |
4 |
2 Nomina on and Remunera on Commi ee |
3 |
3 Stakeholders Rela onship Commi ee |
3 |
4 Corporate Social Responsibility Commi ee |
2 |
5 Internal Complaint Commi ee |
- |
6 Tender and Finance Commi ee |
11 |
The report on corporate governance provides detailed informa on about
these mee ngs, including those of other commi ees, their dates, and the a endance of
individual directors.
COMMITTEE RECOMMENDATIONS
During the year, recommenda ons of all the Commi ees cons tuted 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 ac vely contributes toward realizing its vision. It follows
structured processes and established best prac ces to ensure e ecve leadership and sound
decision-making.
The Board's func oning encompasses key procedural elements such as
circula on of agendas, convening of mee ngs, decision-making during mee ngs, naliza on of
minutes, and oversight of Board commi ees. The Company consistently adheres to industry
best prac ces in organizing and conduc ng mee ngs of the Board and its commiees.
In compliance with regulatory requirements, the Company ensures that a
minimum of four Board mee ngs are held annually, with the interval between any two consecu
ve mee ngs not exceeding 120 (One Hundred Twenty) days. No ces, detailed agendas, and
relevant suppor ng materials are circulated in advance to all Directors. In excep onal
circumstances, documents may be tabled during the mee ng with the Board's approval,
enabling mely and informed delibera ons.
Board mee ngs are designed to promote open, balanced, and construc ve
discussions, with the Chairman ensuring that adequate me is allocated for the considera on
of strategic ma ers.
The Company provides the informa on as set out in Regula on 17 read
with Part - A of Schedule II of the Lis ng Regula ons, to the Board and the Board Commi
ees to the extent it is applicable and relevant. Such informa on is submi ed either as a
part of the agenda papers in advance of the respec ve mee ngs by way of presenta on and
discussions during the Mee ngs. With the unanimous consent of the Board, all Unpublished
Price Sensi ve Informa on (UPSI) is circulated to the Board at a shorter no ce before the
commencement of the mee ng 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 (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015, the Board undertook
an annual performance evalua on of its own func oning, that of individual Directors,
including Independent Directors, as well as its various Commiees namely the Audit Commiee,
Nomina on and Remunera on Commi ee, Stakeholders Rela onship Commi ee, Corporate Social
Responsibility Commi ee, Internal Complaint Commi ee and Tender, Investment and Finance
Commiee. The evalua on process, details of which are provided in the Corporate Governance
Report, was conducted using a structured ques onnaire designed separately for the Board,
its Commi ees, the Chairman, and individual Directors.
The assessment covered key parameters such as Board e ec veness,
transparency and quality of discussions, informa on ow between management and Directors,
Board dynamics, composion, and Directors' understanding of their roles and
responsibili es. Commi ee performance was evaluated based on their e ec veness in
discharging their respec ve mandates. The performance of individual Directors was also
assessed through peer evalua on, focusing on their par cipa on in delibera ons, knowledge
of relevant ma ers, and awareness of evolving trends. The performance evalua on of the
Chairman was carried out by the Independent Directors at a separate mee ng in line with
the applicable regulatory requirements.
FAMILIARIZATION PROGRAMMES
To ensure that the Board of Directors remains well-informed and ac vely
engaged, the Company has ins tuted a structured and ongoing Familiariza on Programme. This
programme is aimed at enhancing Directors' understanding of the Company's
business model, industry landscape, regulatory environment, and strategic direc on.
Upon their appointment, every Director is issued a formal le er of
appointment that clearly de nes their roles, responsibilies, and expecta ons. The
Familiariza on Programme is par cularly bene cial for Independent Directors, providing
them with comprehensive insights into the Company's opera ons, organiza onal structure,
key policies, and long-term vision.
Directors are con nuously updated on signi cant developments including
opera onal performance, market trends, regulatory changes, strategic ini a ves, and poten
al risks. These interac ons are designed to facilitate a holis c understanding of the
Company's func oning and to enable informed decision-making at the Board level.
Further, the Company ensures that all Directors are given full access
to informa on, documents, and management personnel as required, thereby empowering them to
discharge their du es e ec vely.
The detailed policy on the familiariza on program is available on the
website at h ps://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 remunera on to all Directors, Key Managerial
Personnel (KMP') and employees of the
Company, to harmonize the aspira ons of human resources consistent with
the goals of the Company and in terms of the provisions of the Companies Act 2013, this
policy on nomina on and remunera on of Directors, Key Managerial Personnel and Senior
Management has been formulated by the Nomina on and Remunera on Commiee and approved by
the Board of Directors.
The policy is available on the Company's website at h
ps://www.silvertouch.com/investors/.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Pursuant to the provisions of Sec on 177(9) & (10) of the Act and
Regula on 22 of the SEBI Lis ng Regula ons 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 con den ally report
concerns about workplace issues that nega vely a ect 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 viola on of the
Company's Code of Conduct or ethics policy and leak or suspected leak of unpublished
price sensi ve informa on. During the year under review, there were no complaints received
under the above mechanism nor was any employee denied access to the Audit Commiee.
The brief detail about this mechanism may be accessed on the
Company's website at the web link at h ps://www.silvertouch.com/investors/.
CYBER SECURITY
In view of increased cyber-a ack 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
me security monitoring with requisite controls at various layers starng from end user
machines to network, applica on 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 rela ves as per the requirements under the Securi es and
Exchange Board of India (Prohibi on of Insider Trading) Regula ons, 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 Sensi ve Informa on
(UPSI). The Code covers Company's obliga on to maintain a digital
database, mechanism for preven on of insider trading and handling of UPSI, and the process
to familiarize with the sensi vity of UPSI. Further, it also includes code for pracces and
procedures for fair disclosure of unpublished price sensive informa on which has been made
available on the Company's website on h ps://www.silvertouch.com/investors/.
PARTICULARS OF EMPLOYEES
The informa on required under Sec on 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014,
is enclosed as Annexure B.
ACCEPTANCE OF PUBLIC DEPOSITS
During the nancial year ended 2024-25, Your Company has not accepted
any deposits from the public falling within the purview of provisions of Sec on 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 securi es covered
under the provisions of sec on 186 of the Companies Act, 2013 are provided in Note no. 9
of the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transac ons entered into during the nancial 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 Transac ons. These transac ons were placed
before the Board of Directors and the Audit Commi ee for review and approval, wherever
required, at the beginning of the nancial year. A statement of all Related Party Transac
ons was placed before the Audit Commi ee for its review on a quarterly basis, specifying
the nature and value of the transac ons.
The Company did not enter into any material related party transac ons
during the year under review, as de ned under Sec on 188 of the Companies Act, 2013 read
with the Companies (Mee ngs of Board and its Powers) Rules, 2014. Accordingly, the
disclosure of par culars of such transac ons in Form AOC-2, as prescribed under Rule 8(2)
of the Companies (Accounts) Rules, 2014, is not applicable.
The parculars 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 Regula on 23 of the
SEBI Lis ng Regula ons submits within the s pulated me from the date of publica on of its
standalone and consolidated nancial results for the half year, disclosures of related
party transac ons to the stock exchanges, in the format speci ed in the relevant accoun ng
standards and SEBI.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As on 31st March 2025, the CSR commi ee 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 informa on on CSR Policy, its salient features, CSR ini a ves
undertaken during the year, details pertaining to spent and excess spent amount forms part
of Annual Report on CSR ac vi es' as Annexure C.
The CSR policy has been hosted on the website of the Company and can be
accessed at h ps://www.silvertouch.com/investors/.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The informa on on conserva on of energy, technology absorp on and
foreign exchange earnings and outgo s pulated under Sec on 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.
STATUTORY AUDITORS
M/s Ambalal Patel & Co, Chartered Accountants, (ICAI Firm Registra
on No. 100305W) were appointed as the Statutory Auditors of the Company by the members of
the Company at the 29th (Twenty Ninth) Annual General Mee ng (AGM')
of the Company held on 20th Day of September, 2023 to hold o ce upto the
conclusion of the 34th Annual General Mee ng to be held in the year 2028. They
have con rmed that they are not disquali ed from con nuing as the Statutory Auditors of
the Company.
The Auditors' Report on the Financial Statements (Standalone and
Consolidated) of the Company for the nancial year ended 2024-25, with an unmodi ed
opinion, as given by the Statutory Auditors, is disclosed in the Financial
Statements forming part of this Annual Report. The Auditors' Report on nancial
statements of the Company for the year ended March 31, 2025 does not contain any quali ca
ons, reserva ons or adverse remarks.
SECRETARIAL AUDITORS
In terms of Sec on 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 securi es of the Company, which is required to be disclosed under
regulaon 7(2) of the
SEBI (PIT) Regula ons, 2015 as a part of con nual 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
securi es acquired or disposed of within two trading days of such transacon if the value
of the securies traded, whether in one transac on or a series of transac ons over any
calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other
value as may be speci ed.
During the period under review, certain trades in the securi es of the
Company by the Promoters were not disclosed to the Company within the prescribed meline
under Regulaon 7(2) of the SEBI (Prohibion of Insider Trading) Regula ons, 2015. This
resulted in a delay in compliance with the disclosure requirements.
Ac on taken: Upon receipt of the delayed in ma on, the Company promptly
made the necessary disclosures to the stock exchange in accordance with the applicable
regula ons. The Promoters were appropriately guided regarding the importance of mely
disclosure of trades within two trading days, as mandated under the SEBI (PIT) Regula ons,
2015. The Company remains commi ed to ensuring con nued compliance and strengthening
internal awareness protocols to avoid recurrence.
The requirement of conduc ng Secretarial Audit was not applicable to
any of the subsidiaries of the Company during the nancial year ended 2024-25.
Further, the Board of Directors at their mee ng held on 31st
January, 2025 have appointed M/s Sandip Sheth & Associates, Prac cing Company
Secretaries for conduc ng Secretarial Audit of the Company for the nancial year 2024-25.
INTERNAL AUDITORS
In terms of Sec on 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 con nued to implement its sugges ons and recommenda
ons to improve the control environment. Their scope of work included, review of processes
for safeguarding the assets of the Company, review of opera onal e ciency, e ec veness of
systems and processes, and assessing the internal control strengths in all areas.
Further, the Board of Directors at their mee ng held on 8th
May, 2024 have appointed M/s Rajiv Ahuja & Associates, Chartered Accountants, for
conduc ng Internal Audit of the Company for the nancial year 2024-25.
REPORTING OF FRAUDS BY AUDITORS
During the nancial year ended 2024-25, neither the statutory auditors
nor the secretarial auditor has reported to the Audit Commiee, under Sec on 143 (12) of
the Companies Act, 2013, any instances of fraud commi ed against the Company by its o cers
or employees.
COST RECORDS AND COST AUDIT REPORT
The maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Sec on 148(1) of the Act is not applicable for the
business acvi es carried out by the Company.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has internal nancial control and risk miga on system, which
is constantly assessed and strengthened. The Company also conducts internal audits from me
to me. The Audit Commi ee ac vely reviews the internal audit report, adequacy and e ec
veness of the internal nancial 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 a ec ng your
Company's nancial posi on 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 Regula
on 34 read with Schedule V of the Lis ng Regula ons, 2015 forms a part of the Annual
Report.
ANNUAL RETURN
A copy of the annual return as required under sec on 92(3) of the Act
in the prescribed form which will be led with the Registrar of Companies / Ministry of
Corporate A airs within the regulatory melines is hosted on the Company's website and can
be accessed at h ps://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 Preven on of Sexual Harassment of
Women at workplace, to provide protec on to employees at the workplace and for preven on
and redressal of complaints of sexual harassment and for ma ers connected or incidental
thereto, with the objecve of providing a safe working environment, where employees feel
secure. The Company has also cons tuted an Internal Complaints Commi ee to consider and to
redress complaints of sexual harassment. During the nancial year ended 2024-25, the
Company did not receive any complaint under the Policy for Preven on of Sexual Harassment
of the Company.
The Composi on of the said commi ee 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:
Sr No. Parculars |
No. of Complaints |
1 No of complaints at the beginning of the
year |
NIL |
2 No. of complaints led during the nancial
year |
NIL |
ended 2024-25 |
|
3 No. of complaints disposed o during the |
NIL |
nancial year ended 2023-24 |
|
4 No. of complaints pending as on March 31, 2025 NIL
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 Bene t Act, 1961. All eligible women employees have been extended the
statutory bene ts prescribed under the Act, including paid maternity leave, con nuity of
salary and service during the leave period, and post-maternity support such as nursing
breaks and exible return-to-work op ons, as applicable. The Company remains commi ed to
fostering an inclusive and suppor ve 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 signi cant 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 opera ons in future.
CFO CERTIFICATION
In terms of Regula on 17(8) read with Part B of the Lis ng Regula ons,
a cer cate from the Chief Financial O cer (CFO) of the company as addressed to the Board
of Directors, con rming the correctness of the nancial statements, Cash ow statements for
the Financial Year ended 31 March 2025 adequacy of the internal control measures and ma
ers reported to the Audit Commiee, 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 declara on by the Managing Director con
rming that all Directors and Senior Management Personnel adhered to the Company's
Code of Conduct during the FY 2024-2025. This declara on is required by Schedule V of the
Securi es and Exchange Board of India's Lis ng Obliga ons and Disclosure Requirements
Regula ons 2015.
The detail policy on the Code of Conduct is available on the website at
h ps://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 applica ons led 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-me se lement for loans taken from the
Banks or Financial Ins tu ons, and hence the details of di erence between amount of the
valua on done at the me of one- me se lement and the valua on done while taking loan from
the Banks or Financial Ins tu ons along with the reasons thereof is not applicable.
ACKNOWLEDGEMENT
The Board of Directors of Silver Touch Technologies Limited extends its
hear elt apprecia on to all stakeholders who have contributed to the Company's con
nued growth and success during the year under review. We are especially grateful to our
employees for their unwavering dedica on, professionalism, and alignment with the
Company's vision. Their commitment to excellence and reless e orts across all levels
have been pivotal in driving opera onal resilience and delivering consistent performance.
The Board also acknowledges with sincere gra tude the support and con dence extended by
our shareholders, valued clients, business partners, bankers, distributors, service
providers, and vendors, whose collabora on has been integral to our progress.
We further express our apprecia on to market intermediaries, nancial
ins tu ons, and other ecosystem partners for their ac ve role in suppor ng the
Company's strategic inia ves and expansion. Our sincere thanks go to our consumers
and the broader tech community for their con nued engagement, which energizes our mission
to deliver cu ng-edge digital solu ons. The Board deeply values the support received from
the Government of India, various State Governments, and concerned departments, as well as
from nancial ins tu ons 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