Annual General Meeting Details

  • Meeting Date: Tuesday, 25 August 2026
  • Time: 04:00 PM (IST)
  • Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Deemed Venue: Registered Office of the Company

E-Voting Details

  • Cut-off Date: 18 August 2026
  • Remote E-voting Period: 22 August 2026 (9:00 AM) to 24 August 2026 (5:00 PM)
  • E-voting Service Provider: Bigshare Services Private Limited
  • E-voting Platform URL: https://ivote.bigshareonline.com
  • Scrutinizer: Ms. Priyanka Rajora, Practicing Company Secretary

Document Distribution

The Annual Report and Notice of AGM are being circulated to shareholders through electronic mode to those whose email addresses are registered with the Company or their Depository Participants.

Business Overview

Telogica Limited is a design and manufacturing company producing test and measuring equipment for telecommunications, optical fibre, RF/microwave, and defence electronics sectors. The company has over 20 microprocessor-based products designed and manufactured in-house and supplies customized testers and sub-systems to DRDO laboratories and Ministry of Defence.

Product Portfolio

1. Telecommunication Test & Measuring Equipment: Cable fault locators, network testers, SDH analyzers

2. Optical Fibre Products & Splicing Machines: OTDRs, fusion splicing machines, optical power meters

3. RF & Microwave Test Instruments: Spectrum analyzers, network analyzers, RF power meters

4. Defence & Aerospace Systems: RF components, fibre optic gyroscope winding machines, synchronization equipment

Financial Performance (Standalone)

| Particulars | 2025-26 (₹ Lakhs) | 2024-25 (₹ Lakhs) |

| Revenue from Operations | 3,238.88 | 1,928.27 |

| Other Income | 34.88 | 21.07 |

| Total Income | 3,273.76 | 1,949.33 |

| Total Expenses | 3,099.10 | 1,847.11 |

| Profit Before Tax | 174.66 | 102.22 |

| Net Profit | 142.61 | 170.03 |

| EPS (Basic) | ₹0.27 | ₹0.65 |

| EPS (Diluted) | ₹0.27 | ₹0.37 |

Share Capital Changes

During FY 2025-26, the company converted 3,15,50,000 warrants into equity shares in four tranches:

1. 29-10-2025: 1,40,62,754 shares @ ₹8 each

2. 31-10-2025: 46,40,290 shares @ ₹8 each

3. 01-11-2025: 47,00,000 shares @ ₹8 each

4. 04-11-2025: 81,46,956 shares @ ₹8 each

Paid-up Equity Share Capital as on 31 March 2026: ₹32,66,15,160 comprising 6,53,23,032 equity shares of ₹5 each.

AGM Agenda Items

Ordinary Business

1. Adoption of Audited Standalone Financial Statements for FY 2025-26 and reports of Board of Directors and Auditors

2. Re-appointment of Mr. Hari Krishna Reddy Kallam as Whole-time Director (retiring by rotation)

Special Business

3. Appointment of Ms. Priyanka Rajora as Secretarial Auditor for 5 years (FY 2026-27 to 2030-31) at remuneration of ₹1,00,000 per annum

4. Regularization of appointment of Mr. Sudhakara Reddy Allam as Managing Director for 5 years (27 May 2026 to 26 May 2031) with basic salary of ₹3,00,000 per month

Board of Directors (as on 31 March 2026)

  • Mr. Sudhakara Reddy Allam - Executive, Managing Director (appointed w.e.f. 27 May 2026)
  • Mr. Hari Krishna Reddy Kallam - Executive, Chairman, Whole-time Director
  • Mr. Venkateswara Rao Devineni - Executive, CFO, Whole-time Director
  • Mr. Mahesh Ambalal Kuvadia - Non-executive, Independent Director
  • Ms. Arpitha Mettu - Non-executive, Independent Director
  • Mr. Sreekanth Bolla - Non-executive, Independent Director
  • Mr. Srinivas Kumar Medisetti - Non-executive, Independent Director

Key Management Changes

  • Mr. Satish Kumar Maddineni ceased to be Whole-time Director w.e.f. 1 April 2025
  • Mr. Srinivasa Rao Mandava resigned as Managing Director w.e.f. 26 May 2026
  • Ms. Deesha Rohit Shroff appointed as Company Secretary & Compliance Officer w.e.f. 20 March 2026

Key Observations from Auditors

Statutory Auditors (Emphasis of Matter)

The company is irregular in payment of statutory dues totaling ₹136.76 lakhs (Provident Fund, Sales Tax, TDS, Professional Tax, TCS) which remained outstanding for over 6 months.

Secretarial Auditors' Qualifications

1. Delay in submission of newspaper advertisement clipping for AGM Notice to Stock Exchange

2. Delay in submission of outcome of Board Meetings

3. Non-inclusion of mandatory QR code in financial results publication

4. Non-submission of utilization of issue proceeds statement

5. Delay in disclosure of promoter reclassification application

6. Omission of annexures in previous Annual Report

Corporate Governance

The company has constituted the following committees:

1. Audit Committee: Mr. B. Sreekanth (Chairman), Ms. Arpitha Reddy Mettu, Mr. Mahesh A. Kuvadia

2. Stakeholders Relationship Committee: Same as Audit Committee

3. Nomination & Remuneration Committee: Same as Audit Committee

Dividend and Reserves

No dividend recommended for FY 2025-26. No amount transferred to reserves.

Related Party Transactions

All transactions with related parties were conducted at arm's length and in ordinary course of business. No materially significant related party transactions reported.

Risk Management

The company has established a Risk Management Framework to identify, assess, monitor and mitigate key business risks. The Risk Management Policy is available on the company's website.

Product Development Initiatives

During FY 2025-26, the company introduced:

  • Digital Earthing Device
  • FXS Gateway
  • Optimux (Optical Multiplexer)
  • RFID Markers and Locators (targeting 100,000 markers and 200 locators sales)
  • Obtained TSEC Certification for RFMS and RFTS
  • Developing indigenous Solid-State Power Amplifier (DC to 40 GHz) for defense applications

Foreign Exchange Transactions

  • Foreign Exchange Earned: ₹3,77,66,092
  • Foreign Exchange Outgo: ₹4,59,89,591

Compliance Status

The company has complied with corporate governance requirements under SEBI Listing Regulations, with certain exceptions as noted in Secretarial Audit Report.

Important Dates

  • AGM Date: 25 August 2026
  • E-voting Period: 22-24 August 2026
  • Cut-off Date: 18 August 2026
  • Financial Year: 1 April 2025 to 31 March 2026