Caspian Corporate Services Ltd Management Discussions

KEY ECONOMIC AND INDUSTRY TRENDS

The Staffing an Recruitment Market is poised for significant growth, projected to reach a remarkable US $ 2031.34 billion by 2031, up from US $ 757.56 billion in 2023, reflecting a robust CAGR of 13.1% from 2023 to 2031. This expansion is driven by the increasing job opportunities in the BFSI and IT Sectors, alongside a rising youth population eager to enter the workforce. Key trends shaping the market include the integration of automation and Al-driven recruitment processes, which enhances efficiency and candidate matching. As businesses increasingly adopt remote working and hybrid models, the staffing and Recruitment Market is expected to adapt, offering innovative solutions to meet evolving demands.

While on the one hand, employers are beginning to show their increased reliance on flexible staffing to meet their business imperatives, the regulatory environment in India is also beginning to ease, making it easier for the employers and the staffing players. The future of the staffing industry is also linked to the job scene in the country.

The industry offers various staffing models, including temporary staffing, permanent staffing, contract staffing, and gig or freelance staffing. Temporary staffing remains the most common, but other models are gaining popularity as businesses seek greater flexibility in managing their workforce.

There are five distinctive trends that will have a bearing on the industry and will drive the next phase of growth:

I. Skill and talent gap issues in India

India Inc. needs an industry-ready and job-ready workforce but is facing an acute talent and skill crunch. More than 60% of the 8 lakh engineers graduating from technical institutions across the country every year remain unemployed, according to the advisory body, the All India Council for Technical Education.

Up to 39% employers state that attracting and finding quality talent is one of the most challenging aspects. Remember, 90% of jobs are skill-based, and only 2% of the population (in the 15-25 age group) is currently enrolled for vocational training, compared with 60-80% worldwide.This apart, talent attraction, engagement, and retention remain a big challenge for most employers.

Against this grim backdrop, employers are looking at contingent staffing in a big way. This represents a huge business opportunity for the staffing industry. The industry has to play its part as well in addressing the skill and talent issue for the economy as a whole.

II. Rise of the Gig Economy in India

While the gig economy is in its infancy in India, it is expected to grow in the near future, much like it has grown in the US and other developed markets. A recent study by McKinsey has estimated that up to 20-30% of the workforce in developed markets is engaged in independent work. A recent survey by Flexing It, a platform for independent consultants, indicates that more than a third of the 500-plus organisations surveyed in India expect to rely up to 50% on flexible talent in the next five years. This will have a bearing on the talent strategy of organisations, and therefore should be an important area of focus for the staffing companies in India

III. The rise of digital staffing platforms

Given the rise in need for contingent staffing, several digital staffing platforms, such as Upwork, Shiftgig, and Catalant have emerged overseas. These companies match the talent needs of enterprises and the j ob requirements of individuals in a cost-effective manner. They are expected to be present in India. This represents a risk and an opportunity for traditional staffing companies. While they represent competition, it can also force the traditional players to go digital and look at diversifying their offerings and building or acquiring digital platform capabilities. This will also lead to M&A s and consolidation, as the staffing players will look to acquire digital platforms to build scale, reach, and access.

IV. T echnology as an enabler and differentiator

Technology will become an important enabler and differentiator for staffing companies. They would need to increase their investments in automation for improving efficiencies and technology for improving the hiring and recruitment processes. For example, AI can help automate up to 75 percent of the recruitment process. Of all the staffing industry trends AI is ready to shake up the marketplace in terms of efficiency. AI has the ability to focus on candidate skill levels over unconscious biases. It will also help reduce the time for sourcing, keep you organised, and help analyse big data. Clients would also expect staffing firms to provide productive employees, not just employees, and this would mean investment in technology-enabled productivity improvement solutions. Staffing firms will need to invest in automation solutions for time, attendance, and expense management to increase operating efficiency and improve accuracy for compliance and approvals. The growth of contingent labor, the transition from on-premise to software-as-a-service-based solutions, and the heightened awareness for tracking the hourly workforce will create demand for technology-aided solutions. It will become an important source of revenue for staffing companies in the future.

V. Candidate experience and employee engagement

Given that recruitment is a significant cost element, staffing companies need to improve their talent sourcing capabilities to improve targeting while reducing cost. While investment in recruitment technology will be one aspect of this, they also need to focus on a candidates hiring experience. Today, social and digital technologies, coupled with newer forms of engagement and assessment through gamification, provide companies with newer avenues to engage effectively with their candidates. Once hired, companies will need to focus on talent from an employee engagement perspective. Millennials have different aspirations, and they have their own requirements from any employer. So it is important to manage them effectively. Candidate experience and employee engagement are critical to building a strong word-of-mouth for the brand, improve the attractiveness as an employer, and driving referrals.

Referrals have emerged as one of the cost effective channels for continent hiring, and it will become critical for staffing companies to tap into this.

In the words of Dwight D Eisenhower, “In preparing for battle, I have always found that plans are useless, but planning is indispensable.”. While we can never predict the future, showing up unprepared shall be inexcusable.

BUSINESS SEGMENT:

The Company is offering integrated service delivery model includes a wide range of services such as mentioned below:

- FMS, Housekeeping Services

- Security Services,

- Property Management Services,

- Office Support Services

- M&E Services

- Pest Control Services

- Disinfection Services and Customer Support

- Health, Safety and Environment

- Management Services

- MIS Reporting

- Electro Mechanical Services and Management

- BMS/Fire Alarms and Security Management

- Vendor Management

- Workplace Facilities Management

- General Repairs and Maintenance

- Business Continuity Planning Management

We add value to our customers organization by letting them concentrate on their core business competencies while we manage and deliver a top-notch Integrated services across India, creating a win- win situation! With over 12+ years of domain expertise and in-depth understanding of industry standards and practices, we provide a complete solution to cater to the growing needs of organization.

As a globally recognized workforce management services provider, we offer end-to-end HRO services that are aimed at solving complex HR challenges. From customized staffing services, expert talent acquisition, search and recruitment, payroll compliance, training and skill development, to managed workforce solutions, Caspian Services provides all the tools necessary to drive your business growth.

BUSINESS SERVICES

WORKFORCE MANAGEMENT

As a globally recognized workforce management services provider, we offer end-to-end HRO services that are aimed at solving complex HR challenges. From customized staffing services, expert talent acquisition, search and recruitment, payroll compliance, training and skill development, to managed workforce solutions, Caspian Services provides all the tools necessary to drive your business growth.

STAFFING SOLUTIONS

Caspian Services Staffing, caters to some of the biggest brands in the country. Our proven track record of delivering world-class staffing solutions enables us to oversee the entire recruitment process from assessing candidates to recruitment while reducing the cost of staffing. Our skilled workforce, efficient operations, and commitment to excellence have made us the go-to company for staffing solutions in India - be it for customized retail requirements or temporary staffing solutions.

IT STAFFING

Our approach towards hiring the best IT talent enables us to find prospective employees who share the vision of the companys overarching goals and objectives·making us one of the most sought after and largest staffing firms in the country. With our up-skilling services, we train the organizations workforce to effectively meet industry challenges.

HEALTH SERVICES

We influence and enhance the talent-hiring of the healthcare industry by providing premium staffing services to organizations seeking quality talents. In collaboration with the Association of Healthcare Providers India (AHPI), we formalise training and staffing services for healthcare professionals and create a marketplace for both public and private institutions to source competitive talents meeting their organizational goals quickly and on-demand.

Leveraging our extensive experience of our Hire-Train-Deploy model, we help institutions create a pipeline of trained paramedical and healthcare professionals in addition to developing a digital talent pool of skilled, experienced doctors across India who are ready to be hired. Our process involves a deep understanding of the institution and its culture to find the right match of skills and expertise needed for its success.

FACILITY MANAGEMENT

Our Facility Management services team uses a combination of technology, engineered processes, and skilled human resources to efficiently manage for our clients.

We have built a technology platform to streamline our service delivery and operations across India with 4700+ employees.

o Housekeeping and Janitorial Services o Horticulture

o Waste Management Services o Facade Cleaning o Guest House Management o Pantry Management

PAYROLL MANAGEMENT

Payroll management by the company is much of a time consuming if there are fewer resources. Therefore the maj ority of the companies consider outsourcing for their payroll-related task.

Caspian Corporate Services ensures an error-free payroll process. All the payroll related job is handled by our professionals. We help you in eliminating the burden of payroll management. We also ensure you to re-deploy resources and to focus on other critical business activities that can boost your companys growth and build competitive advantage.

FRONT OFFICE MANAGEMENT

Front office management has been defined as the managing the major departments of an organization like sales staff, customer service staff etc. who generally come in contact with the customers. We swear by and our professionals will do everything to set a good first impression to visitors.

The first point of contact leaves an excellent, lasting impression and reflects the culture of our clients organization.

o Welcome the customers/guests o Giving the required and crisp information o Handling the arrival and departure register. o Handling complaints and also resolving them o Taking care of payment collection (if required) o Coordination with various linked departments o Keeping a record of guests (profile) for future use

SKILL DEVELOPMENT

As a Category a Implementation Agency, we believe in going the extra mile towards Empowering youth with focused attention to Women Empowerment through our interventions.

We take pride in an extensive network of Women-centric Training Centers spread across the country. The majority of our enrolled beneficiaries comprises of female candidates and we put in our best efforts into making the journey of Financial Freedom and Self-reliance for Women a bright and shining example for many others to follow.

We believe in Educating beyond the curriculum and Making an Impact as we go! Special initiative conducting Blood donation camps, Iron pills and Sanitary napkin distribution along with free medical check-up are organized on regular basis. We believe that wholesome development of the candidates calls for healthy body, mind and spirit. Along with the medical assistance, we set in place multiple channels for extracurricular activities and exposure for our trainees. Early on in the training programs, the candidates are made aware of the major issues that have environmental, social and economic implications in the current times. We conduct multiple road shows and awareness sessions to encourage the candidates.

GROUND HANDLING

Caspian Corporate Services has entered into Airport Ground Handling. We are providing quality services at all airports of India. Timely and efficient ground handling services reduce delay and enhance on time performance.

We take pride in an extensive network of Women-centric Training Centers spread across the country. The majority of our enrolled beneficiaries comprises of female candidates and we put in our best efforts into making the journey of Financial Freedom and Self-reliance for Women a bright and shining example for many others to follow.

We offer a complete range of services for all type of aircrafts.

o Passenger Handling o Cargo Handling o Ramp Handling o Loading and unloading of aircraft o Pushback and towing o Marshaling o Crew support

o Flight documentation and planning

STRENGTH AND WEAKNESSES:

STRENGTH:

One-stop-shop for multiple services Comprehensive expertise Strong team of experts Industry-specific knowledge Strong technical team Enhanced problem-solving

WEAKNESSES:

Competition Resistance to change High cost

Time-consuming engagements

Few Local players at times disturb regular business flow through offering of notional benefits to the customers.

OUTLOOK

Staffing Services:

HR leaders are realizing the advantage of hiring a contract workforce as this gives them the flexibility to scale their workforce as per project requirements. Thus, shedding the conventional form of hiring practices and relying on Staffing Companies to meet their manpower demands.

Now, the IT workforce is changing, especially considering the pandemic. A contingent work force is the solution to todays workplace problems. The IT staffing industry is constantly evolving and changing to meet todays work requirements and standards.

STRATEGIC RESPONSES TO OPPORTUNITIES AND THREATS

OPPORTUNITY / THREAT
Competition	Our Company faces significant competit ion from other companies operating in the markets in India as well as overseas in which we operate. Some of these firms have greater resources and/or a more widely known brand than we have, which may give them a competitive advantage.
	Although we have sa tisfactory business relations with our clients and have received continued business from them in the past, there is no certainty that the same will continue in the years to come and may affect our profitability. _
Growth in the Indian economy	General economic conditions in India have a significant impact on our results of operations. The Indian economy has grown rapidly over the past decade and is expected to continue to grow in the future. We believe growth in the overall economy has driven, and will drive, the underlying demand for our products.
Fluctuations in demand for our services	Supply and demand market conditions are affected by various factors outside our control, including:
	• Prevailing local economic, income and demographic _ conditions and changes in applicable regulatory schemes

RISKS AND CONCERNS:

There are a set of risk factors which have been evaluated. This includes competition, pricing and margins, investment rationale on products, country of export as all of these contribute to key decision making. A balance in contribution from countries, products and key accounts has thereby been assessed, with proper adherence to ever changing regulatory and environment, health and safety norms.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate systems of Internal Controls commensurate with its size and operations to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information.

FINANCIAL PERFORMANCE:

The discussions in this section relate to the Rupee-denominated financial results pertaining to the year that ended March 31, 2025. The financial statements of CASPIAN CORPORATE SERVICES LIMITED (Formerly known as Intellivate Capital Advisors Limited) are prepared in accordance with the Indian Accounting Standards (referred to as Ind AS) prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements. The following table gives an overview of the financial results of the company:

Financial Highlights

Standalone Basis:

During the year under review, the company has achieved revenue from operations of Rs. 1,93,85,000/- and incurred profit amounting to Rs. 75,62,000/- as compared to the previous Financial Year 20232024 where the Revenue from Operations was Rs. 1,86,63,000/-and Profit after tax was Rs. 64,46,000/-. The Basic and Diluted Earnings per share of the company as on 31st March, 2025 stands at Rs. 0.06/-.

Consolidated Basis:

During the year under review, Companys revenue from operations on consolidated basis stood at Rs. 85,65,03,000/- during the year under review. The operating profit before tax on consolidated basis stood at Rs. 4,03,52,000/- during the year under review. The net profit for the year on a consolidated basis stood at Rs. 2,59,30,000/- during the year under review. The Basic and Diluted Earnings per share of the company as on 31st March, 2025 stands at Rs. 0.20/-.

Or below charts

(I)Total Income

(On Standalone Basis)

Financial Year	(In Rs.)
2022-2023	1,36,36,000
2023-2024	2,25,64,000
2024-2025	2,78,25,000

(On Consolidated Basis)

Financial Year	(In Rs.)
2022-2023	1,36,36,000
2023-2024	90,33,36,000
2024-2025	95,66,28,000

(II)Profit before Tax (PBT) (On Standalone Basis)

Financial Year	(In Rs.)
2022-2023	65,09,000
2023-2024	84,65,000
2024-2025	81,84,000

(On Consolidated Basis)

Financial Year	(In Rs.)
2022-2023	64,14,000
2023-2024	8,75,37,000
2024-2025	4,03,52,000

(III) Profit for the year (On Standalone Basis)

Financial Year	(In Rs.)
2022-2023	44,94,000
2023-2024	64,46,000
2024-2025	75,62,000

(On Consolidated Basis)

Financial Year	(In Rs.)
2022-2023	43,99,000
2023-2024	7,92,75,000
2024-2025	2,59,30,000

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
Particulars	2024-25	2023-24
Current Ratio	2.28	0.88
Debt-Equity Ratio	NA	NA
Interest coverage ratio	NA	NA
Return on Equity Ratio	4.00%	03.43%
Inventory Turnover Ratio	NA	NA t
Trade Receivable Turnover Ratio	1.73	1.39
Trade Payables Turnover Ratio	NA	NA
Net Capital Turnover Ratio	1.33	-5.22
Net Profit Ratio	0.39	0,35
Return on Capital Employed	0.04	0.05
Return on Investment	0.04	0.03

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company has undertaken certain employees development initiatives, which have very positive impact on the morale and team spirit of the employees. The Company has continued to give special attention to Human Resources/Industrial Relations development. Industrial relations remained cordial throughout the year. We are also concentrating on building up of our Human Resource Capital especially in our Sales Team by undertaking various R& D activities. We are also creating adequate support systems at our HO which will provide requisite knowledge and data to our sales team. These activities will lead to a more informed and motivated sales team.

CAUTIONARY STATEMENT

Statement in this Management Discussion and Analysis Report, describing the Companys objectives, estimates and expectations may constitute Forward Looking Statements within the meaning of applicable laws or regulations. Actual results might differ materially from those either expressed or implied.

ANNEXURE II

NOMINATION AND REMUNERATION POLICY

OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178

of the Companies Act, 2013 read along with the applicable rules thereto. The Key Objectives of the

Committee would be:

• To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

• To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board;

• To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management;

• To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations;

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage;

• To devise a policy on Board diversity;

• To develop a succession plan for the Board and to regularly review the plan.

ROLE OF COMMITTEE

The Committee shall:

• Formulate the criteria for determining qualifications, positive attributes and independence of a director.

• Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

• Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications

• The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

• A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure>

Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

MEMBERSHIP

• The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.

• Membership of the Committee shall be disclosed in the Annual Report.

• Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRPERSON

• Chairperson of the Committee shall be an Independent Director.

• Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

• In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

• Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

COMMITTEE MEMBERS INTERESTS

• A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

• The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

• Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

• In the case of equality of votes, the Chairman of the meeting will have a casting vote.

REMUNERATION TO NON- EXECUTIVE / INDEPENDENT DIRECTOR

Remuneration / Commission: The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Act.

Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee. Provided that the amount of such fees shall not exceed Rs 1 Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

Commission: Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

Stock Options: An Independent Director shall not be entitled to any stock option of the Company. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

• Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

• Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

• Identifying and recommending Directors who are to be put forward for retirement by rotation;

• Determining the appropriate size, diversity and composition of the Board;

• Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

• Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective;

• Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee ofthe Company subject to the provision of the law and their service contract;

• Delegating any of its powers to one or more of its members or the Secretary of the Committee;

• Recommend any necessary changes to the Board; and

• Considering any other matters, as may be requested by the Board.

REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

• To consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

• To approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

• To delegate any of its powers to one or more of its members of the Committee.

• To consider any other matters as may be requested by the Board.

ANNEXURE III

DETAILS PERTAINING TO REMUNERATION 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

1) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25 and the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

Sr. No.	Name of Director/Key Managerial Personnel	Remuneration 2024-25 (p.a.) INR	Remuneration 2023-24 (p.a.) INR	Percent-age (%) Change	Ratio of Remuneration of each Director to the Median Remuneration of Employees
1.	Sukumar Reddy Garlapathi	Nil /-	Nil	Nil
2.	Sampath Rao Nemmani	Rs. 2,50,000/-	Nil	Nil	1.69:1
3.	Hema Lakhmichand Advani	Rs. 50,400/-	Rs. 2,16,000/-	Nil	0.34:1
4.	Laxmi Narayana Punna	Rs. 4,41,902/-	Rs. 4,43,526/-	Nil	2.99:1
5.	Sarfraz Taherbhai Mulla	Rs. 1,47,483/-	NIL	Nil	1:1

Ms. Hema Lakhmichand Advani, has resigned from the post of Company Secretary and Compliance Officer on 24th June, 2024. Hence, her remuneration for last financial year was not comparable.

Mr. Sarfraz Taherbhai Mulla was appointed as Company Secretary of the Company, effective from 26th July, 2024, Hence, Ratio of the Remuneration of each director to the median remuneration of employees not comparable.

2) The company has not paid any remuneration (except sitting fee) to the Non-Executive Directors of the company during the financial year under review (i.e. FY 2024-2025)

Independent/Non-Executive	Sitting fee	Ratio to Median Remuneration
Directors
Pratik Surendrakumar Shah	Rs. 1,00,000/-	0.67:1
Nidhi Jain	Rs. 1,00,000/-	0.67:1
Hetal Harshal Somani	Rs. 1,00,000/-	0.67:1

3) The percentage of increase in the median remuneration of employees in the financial year: 47.48%

4) The number of permanent employees on the rolls of the Company: 2

5) The median remuneration of employees of the Company during the financial year was: Rs. 147,483/-

6) Affirmation that the remuneration is as per the remuneration policy: The Company affirms that the remuneration is as per the remuneration policy of the Company.

STATEMENT CONTAINING NAMES OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Name	Designation	Remuneration	Nature of Employm ent	Date of joining	Age	Previous Employment	Shareholdi ng in the Company
Laxmi Narayana Punna	Chief Financial Officer	Rs. 4,41,902/-	Regular	08/02/2022	39 Years	Carnation Variety Auto Private Limited	NIL
Sarfraz Taherbhai Mulla	Company Secretary	Rs. 1,47,483/-	Regular	26/07/2024	31 Years	Hunger Choice Limited	NIL

ANNEXURE- IV

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members of

CASPIAN CORPORATE SERVICES LIMITED

F - BLOCK, 105, FIRST FLOOR, SURYA TOWERS, SARDAR PATEL ROAD,

SECUNDERABAD, HYDERABAD, HYDERABAD, TELANGANA, INDIA, 500003

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CASPIAN CORPORATE SERVICES LIMITED (CIN: L74110TG2011PLC162524) (hereinafter called the “Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the Financial Year ended on 31st March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31st March, 2025, according to the provisions of: -

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; as applicable.

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period);

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. (Not applicable to the Company during the Audit Period);

g. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the Audit Period);

h. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulation, 2021; (Not applicable to the Company during the Audit Period);

I. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the Audit Period);

We have also examined Secretarial Standards issued by The Institute of Company Secretaries of India;

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above except:

1. The Company was not in compliance with informed the stock exchange about the Corporate Guarantee on behalf of the wholly owned subsidiary company and resignation of Independent Director within 24 hours as per Regulation 30 of Securities and Exchange Board of India (Listing Obligation And Disclosure Requirements) Regulation, 2015.

2. The Company had not appointed at least one independent director on the board of directors of an unlisted material subsidiary i.e Sumathi Corporate Services Private Limited as per Regulation 24 of Securities and Exchange Board of India (Listing Obligation And Disclosure Requirements) Regulation, 2015.

We further report that the Board of Directors of the Company is duly constituted. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent with shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the period under review, the company had following events which has bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

The Company in its board meeting held today i.e. 12th August, 2024 has approved the allotment of

8.44.00. 000 Equity Shares of face value of Re. 1/- each as fully paid up bonus equity shares, in the ratio of Two (2) Equity Shares for every one (1) existing Equity Shares, to the Members whose names appeared in the List of beneficial owners as on Friday, 09th August, 2024, being the record date fixed for that purpose.

Consequently, the paid-up equity share capital of the Company stands increased from Rs. 4,22,00,000/- comprising 4,22,00,000 equity shares of Re. 1/- each to Rs. 12,66,00,000/- comprising

12.66.00. 000 Equity Shares of Re. 1/- each,

Annexure -A

To,

The Members

CASPIAN CORPORATE SERVICES LIMITED

F - BLOCK, 105, FIRST FLOOR, SURYA TOWERS, SARDAR PATEL ROAD,

SECUNDERABAD, HYDERABAD, HYDERABAD, TELANGANA, INDIA, 500003

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE-V FORM AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013, read with

Rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures as per the Companies Act, 2013

PART "A": SUBSIDIARIES

(Rs. In Lakhs)

Sr. No.	1	2
Name of the Subsidiary/Step Down Subsidiary	SUMATHI CORPORATE	_SUMATHI BRIGHT
	SERVICES PRIVATE	SHINE AIRPORT
	LIMITED	SERVICES PRIVATE
	(Wholly Owned	LIMITED
	Subsidiary)	(Step Down Subsidiary)
The date since when subsidiary was acquired	16/03/2023	09/11/2021
Reporting period for the subsidiary concerned, if different	01/04/2024 To	01/04/2024 To
	31/03/2025	31/03/2025
Share Capital	450.00	15.00
Reserve & Surplus	2,300.44	(119.34)
Total Assets	7962.05	771.22
Total Liabilities	5,211.61	875.56
Investments	38.35	NIL
Turnover	8,371.18	NIL
Profit before taxation	455.10	(133.42)
Provision for taxation	165.81	27.81
Profit after taxation	289.29	(105.61)
Proposed Dividend	NIL	NIL
Extent of Shareholding (in %)	100%	74%

1. Names of subsidiaries which are yet to commence operations - N.A.

2. Names of subsidiaries which have been liquidated or solid during the year. - N.A

3. There is a significant influence due to percentage (%) of shareholding.

4. Above figures are based on Standalone Financial Information of subsidiaries.

Note: The Company has no Associate Companies and Joint Ventures in line with the Statutory Provisions of the Companies Act, 2013, therefore Part B relating to Associates and Joint Ventures is not applicable.

ANNEXURE - VI FORM NO. AOC-2

[Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Companies Act, 2013 and Rules

8 (2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of Contracts / Arrangements entered into by the Company with the Related Parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including certain Arms Length transactions under third proviso thereto:

A. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARMS LENGTH BASIS: There are no such transactions during the year (F.Y. 2024-25) which are not at arms length basis.

B. A.DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS AT ARMS LENGTH BASIS:

Name (s) of the Related Party and nature of Relationship	Sumathi Corporate Services Private Limited (Subsidiary)	Sumathi Agro Industries (Entity in which common director)	Sarfraz Mulla (Complia nce Officer)	Laxminaray an Punna (Chief Financial Officer)	Sukumar Reddy (Managing Director)	Sampath Rao Nemmani (Director)
Nature of contract/arrangement/trans actions	Loan Given Loan Receive d Back	Sale of goods or Services	Salary	Salary	Share Purchase Considerati on	Salary
Duration of contract/arrangements/tran sactions	Transaction al	Transaction al	01/04/202 4 To 31/03/202 5	01/04/2024 To 31/03/2025	Transactional (Consideration Payable)	01/04/2024 To 31/03/2025
Salient Terms of contract/arrangements/tra nsactions including the value if any	Rs. 99,28,000/- Rs. 1,66,65,000/-	Rs. 1,54,78,00 0/-	Rs. 1,47,000/	Rs. 4,44,000/-	Rs. 12,00,5000/-	Rs. 2,50,000/-
Date(s) of approval by the Board	30/05/202 4	30/05/20 24	30/05/20 24	30/05/2024	30/05/2024	30/05/2024
Amount paid as Advances, if any	-	-	-	-	-	-