Holmarc Opto-Mechatronics Ltd Directors Report

TO

THE MEMBERS

HOLMARC OPTO-MECHATRONICS LIMITED

Your Directors have the pleasure of presenting you with the 34 ^th Annual Report along with the Audited Financial Statements and the Report of the Auditors for the financial year ended 31^st March 2026.

1. FINANCIAL SUMMARY

The summary of the financial performance for the financial year ended March 31, 2026 and the previous financial year ended March 31, 2025 is given below:

(Rs.in 00,000)

PARTICULARS	For the year ended 31st March, 2026	For the year ended 31st March, 2025
Total Revenue	4,266.07	3,771.22
Total Expenditure	3,737.87	3,277.67
Profit / (Loss) before Tax and Extra-ordi- nary Items	528.21	493.55
Extra-Ordinary Items	-	-
Tax Expense:
Current Tax	134.90	128.64
Deferred Tax	(14.89)	(8.61)
Profit / (Loss) after Tax	408.19	373.51
Earnings per share (Basic)	4.06	3.72
Earnings per share (Diluted)	4.06	3.72

Financial Summary

Revenue from Operations of the Company for the financial year ended 31 ^st March 2026 was at 4,222.53 with an increase of Rs.505.81 Lakhs as compared to Rs. 3,716.72 in the previous year ie., growth was 13.61%. The Company recorded a net profit of Rs. 408.19 Lakhs during the financial year ended 31 ^st March 2026, higher by 9.28% compared to the net profit of Rs. 373.51 Lakhs in the previous financial year ended 31^st March 2025.

The detailed highlights of the Companys performance and the state of its affairs are included in the Management Discussion and Analysis Report forming part of the Annual Report.

2. CHANGE IN NATURE OF BUSINESS

During the year under report, there was no change in the nature of business of the Company

3. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

4. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND: Dividend Proposed:

i. The Board of Directors of your company has decided to recommend a final dividend of 0.5/- (5%) per equity share of the face value of 10/- each, for the Financial Year ended 31^st March 2026. The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting (‘AGM) scheduled to be held on 1^st September, 2026. The dividend, if approved by the shareholders, would involve a cash outflow of 50.25 lakhs subject to deduction of income tax at source.

ii. The Record date for the purpose of the final dividend for the financial year ended 31 ^st March, 2026, is 25^th August, 2026.

Dividend Paid during the year under Report:

iii. The shareholders, at the previous Annual General Meeting for the financial year 2024-25, approved a final dividend of 0.40 per fully paid-up equity share of face value 10 each for the financial year ended 31^st March 2025, based on the recommendation of the Board of Directors.

Unpaid/Unclaimed Dividend:

iv. Pursuant to Section 125 of the Act, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Gov -ernment. The below table gives the year wise amount of unpaid/unclaimed dividend lying in the unpaid account as on 31^st March 2026 and the due dates for transfer of unclaimed and unpaid dividends declared by the Company and corresponding shares to IEPF.

Financial Year ended	Date of declara- tion of dividend	Amount (in Rs.)	Due date for transfer of Dividend amount	Corresponding number of shares	Due date for trans- fer of correspond- ing shares
2023-24	21-08-2024	4750	19-09-2031	15000	19-10-2031
2024-25	20-09-2025	2700	23-10-2032	6750	22-11-2032

v. During the year under report, the Company was not required to transfer any amount/shares to the Investor Education and Protection Fund (IEPF) since no dividend has remained unclaimed or unpaid for seven consecutive years or more.

6. CHANGES IN THE CAPITAL STRUCTURE

There is no change in the Authorized, Issued, Subscribed and Paid-up share capital during the financial year.

i. Authorised Share Capital

The Authorized Share Capital of the Company as on 31^st March 2026 is Rs. 12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 equity shares of Rs. 10/- each and there has been no change in the same during the year under report.

ii. Paid-up share Capital

The issued, subscribed and paid-up capital of the company as on 31^st March 2026 is Rs. 10,05,00,000/- (Rupees Ten Crore and Five Lakhs only) divided into 1,00,50,000 equity shares of Rs. 10/- each.

7. REGISTRAR AND TRANSFER AGENTS

During the year under report, Cameo Corporate Services Limited, ‘Subramanian Building, No.1, Club House Road, Chennai - 600 002, Tamil Nadu, was the Registrar and Transfer Agent of the Company.

The ISIN of the Company is INE0LXA01019 and all the shares of the Company are held in dematerialized form.

8. DETAILS OF LOCK-IN OF SHARES

In line with the Securitiesand Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, below are the details of the lock-in Shares of the Company held by Promoters:

Name of the share- holder	Category	No.of Equity Shares locked- in	Amount per share (in Rs.)	Lock -in-date
Jolly Cyriac	Promoter	11,83,436	10	05-10-2026
Ishach Sainuddin	Promoter	8,26,564	10	05-10-2026

9. CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate its Financial Statements for the financial year ended 31 ^st March, 2026 as the Company does not have any subsidiary or associate or joint venture companies.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under report, none of the companies have become or ceased to be an associate/ subsidiary/ joint venture/ holding company. The Company does not have any associate/ subsidiary/ Joint venture/ holding company as on 31^st March 2026.

MANAGEMENT

11. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR

DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Companyhas Nomination& Remuneration for Directors, Key Managerial place ‘Policy

Personnel (KMP) and Senior Management, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs, Senior Management and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Companies Act, 2013. The Remuneration paid to the Directors is in line with the Remuneration Policy of the Company. Our Company has placed the policy on the Company website and the weblink is https://www.holmarc.com/pdf/Nomination_and_Remuneration_Policy.pdf.

12. COMPOSITION OF THE BOARD OF DIRECTORS:

As on 31^st March 2026, the Board of Directors of the Company is duly constituted as follows:

Sl. No.	DIN	Directors Name	Designation
1.	00409364	Mr. Jolly Cyriac	Managing Director
2.	00409402	Mr. Ishach Sainuddin	Whole-Time Director and CFO
3.	09723618	Ms. Jaya Jolly	Whole-Time Director
4.	07622598	Mr. Gopala Kurup Unnikrishna Kurup	Whole-Time Director
5.	09257206	Mr. Jayagosh Unni Srambikkal	Whole-Time Director
6.	02602190	Mr. Sajeev Plavita Gopinathan Nair	Independent Director
7.	07459768	Ms. Tracy Tulassne Caesar	Independent Director
8.	10132996	Ms. Anju Poulose	Independent Director

Changes during the Financial Year

The following changes in the constitution of Board of Directors during the year under report were in compliance with the provisions of the Act:

i. Mr. Reji Zachariah (DIN: 07402596) and Mr. Ananthavally Raghavan Satheesh (DIN: 09751547), Independent Directors, tendered their resignations from the Board with effect from 16 ^th April, 2025 and 21^st April, 2025, respectively. The Board placed on record its sincere appreciation for their contribution made to the Company during their tenure as independent directors of the company.

ii. Following the resignation of two Independent Directors from the Board, and in order to maintain the proper balance between Independent and Non-Independent Directors on the Board, in line with regulatory requirements, the following Whole-Time Directors resigned from the position of Whole-Time Director and from the Directorship of the Company, with effect from 12^th May 2025:

Mr. Vellachalil Ramakrishnan Sanjaykumar (DIN: 09257141)

Mr. Abdul Rasheed Aledath Kochunni (DIN: 09257188)

Mr. Jim Jose Punnackal Josey (DIN: 09257264)

Mr. Lijo George (DIN: 09257355)

Mr. Pottekkattu Muhammed Muhammed Shafi (DIN: 09257403)

The Board of Directors placed on record its sincere appreciation and deepest gratitude for the valuable contributions made to the company during their tenure as Whole Time Directors of the company.

i. Based on the recommendation of Nomination and Remuneration committee and Board of Direc -tors, the shareholders of the Company at the Annual General Meeting of the Company held on 20^th September 2025 re appointed Ms. Jaya Jolly (DIN: 09723618), as Whole-timedirector of the Company for a term of five (5) years with effect from 26^th September 2025 until 25 ^th September 2030.

ii. Mr. Gopala Kurup Unnikrishna Kurup (DIN: 07622598), Whole-time Director, who is liable to retire by rotation, had attained the age of 70 years during his tenure. Accordingly, the approval of the shareholders by way of a Special Resolution was obtained at the Annual General Meeting held on 20^th September 2025 for continuation of his office as Whole-time Director, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iii. Mr. Jayagosh Unni Srambikkal (DIN: 09257206) and Mr. Gopala Kurup Unnikrishna Kurup (DIN: by rotation, retired by rotation at the Annual 07622598), Whole-time General Meeting and, being eligible, offered themselves for re-appointment. The shareholders approved their re-appointment as Whole-time Directors liable to retire by rotation.

To be proposed in the Ensuing AGM

i. Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the Companies (Ap -pointment and Qualification of Directors) Rules, 2014 (as amended), Ms. Jaya Jolly (DIN: 09723618), Whole time director, is liable to retire by rotation and being eligible, offers herself for re-appoint -ment. The Board of Directors and NRC recommends her re-appointment to the Members for their consideration at the 34^th Annual General Meeting.

ii. The current term of five (5) year of appointment of Mr. Gopala Kurup Unnikrishna Kurup (DIN: 07622598) as the Whole-time Director of the Company, which was approved by the shareholders through a special resolution at the Extra-Ordinary General Meeting held on 17 ^th August 2021, is due to expire on 16^th August 2026 and he has attained the age of 70 years. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has approved and recommended his re-appointment as the Whole-Time Director for a further term of five (5) years, on the terms and conditions set out in the Notice convening the Annual General Meeting and the Explanatory Statement annexed thereto. Accordingly, the approval of the members by way of a Special Resolution is being sought for his re-appointment.

iii. The current term of five (5) year term of appointment of Mr. Jayagosh Unni Srambikkal (DIN: 09257206) as the Whole-time Director of the company, which was approved by the shareholders through a special resolution at the Extra-Ordinary General Meeting held on 17 ^th August 2021, is due to expire on 16^th August 2026. Based on the recommendation of the Nomination and Remu -neration Committee, the Board of Directors has approved and recommended his re-appointment as Whole-Time Director for a further term of five (5) years, on the terms and conditions set out in the Notice convening the Annual General Meeting and the Explanatory Statement annexed there -to. Jayagosh Unni Srambikkal will attain the age of seventy (70) years during the proposed tenure of his re-appointment; approval of the Members by way of a Special Resolution is being sought.

13 . PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

The disclosure with reference to the particulars of the ratio of remuneration of each director to the median employees remuneration in accordance with Section 197 (12) of the Act and other particulars as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure 1.

14. INDEPENDENT DIRECTORS:

A. Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013.

The Independent Directors have also confirmed that they have complied with the Code for Indepen -dent Directors prescribed under Schedule IV to the Companies Act, 2013 and the Code of Conduct for Directors and Senior Management Personnel adopted by the Company.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and ex -perience (including proficiency, wherever applicable) and fulfilthe conditions specified under the Com -panies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of the Management.

B. Independent Directors Meeting:

The meeting of the Independent Directors was held on 19^th February, 2026 as per schedule IV of the Companies Act, 2013. The Independent Directors reviewed the performance of Non-Independent Di-ees and the Board as a whole along with the performance of the Chairman of your Committ rectors,the Company, taking into account the views of Executive Directors and assessed the quality, quantity and timeliness of flowofinformationbetween the management and the Board that is necessary for the perform their duties. Boardto

C. Familiarization Programme for Independent Directors:

The details of the Familiarization Programs conducted by the Company during the year under report are available on the website of the Company in the web address https://holmarc.com/familiarisa-tion_programme.php.

15. COMPOSITION OF COMMITTEES OF THE BOARD:

The constitution of the Board Committees is in compliance with the provisions of the Companies Act, the relevant rules made thereunder, and the Listing Regulations applicable to the Company. The com-committas follows:position ofthese i. Audit Committee

Sl. No. Name of the Member	DIN	Designation
01 Mr. Sajeev Plavita Gopinathan Nair	02602190	Chairman
02 Ms. Anju Poulose Maliyakkal	10132996	Member
03 Mr. Gopala Kurup Unnikrishna Kurup	07622598	Member

Committ ii. Nominationand Remuneration

Pursuant to the resignation of Mr. Reji Zachariah (DIN: 07402596) and Mr. Ananthavally Raghavan Sath-eesh (DIN: 09751547), Independent Directors of the Company, with effect from 16^th April, 2025 and 21^st April, 2025, respectively, the Board of Directors, at its meeting held on 26th May, 2025, reconstituted the Nomination and Remuneration Committee. The compositionof the Nomination and Remuneration Committee as on 31st March, 2026 is as follows:

Sl. No. Name of the Member	DIN	Designation
01 Mr. Sajeev Plavita Gopinathan Nair	02602190	Chairman
02 Ms. Anju Poulose Maliyakkal	10132996	Member
03 Ms. Tracy Tulassne Caesar	07459768	Member

iii. Stakeholders Relationship Committee

Sl. No. Name of the Member	DIN	Designation
01 Ms. Tracy Tulassne Caesar	07459768	Chairman
02 Mr. Ishach Sainuddin	00409402	Member
03 Mr. Jayagosh Unni Srambikkal	09257206	Member

16. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC.

The Nomination and Remuneration Committee has formulated a Performance Evaluation Board for the purpose of evaluation of the individual Directors, the Board as a whole and the Board committees, which is available in the website of the Company in the web addresshttps://holmarc. com/corporate_governance.php#:~:text=Board%20Evaluation%20Policy. Pursuant to the applicable sections of the Companies Act, 2013 and applicable provisions of SEBI (List -ing Obligations and Disclosure Requirements) Regulations, 2015 and a formal evaluation of the per -formance of the Board, its Committees and the Individual Directors was done during the period under report. The evaluation process was conducted through a Google Forms questionnaire, assessing the performance of each Director, the Chairman, the Board, and its Committees. The questionnaire high -lighted key attributes of the Directors,interactions,and the overall effectiveness of qualityoftheir the Board. After collecting responses from individual Directors, the Independent Directors compiled the findings and reported them independently to the Nomination and Remuneration Committee as well as to the Chairman of the Company. Based on the evaluation reports, the Nomination and Remu -neration Committee recommended the re-appointment and salary increments for the current year. There was no observation in board evaluation carried out for the year. The feedback and suggestions from the evaluation was discussed at the Board meeting and noted for further improvement and ac -tion, wherever required.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accountingpolicies and applied them consistently and made judg -ments 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 the financial year and of theprofitof the company for period 2025-26;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for pre-irregularities; ventingand detectingfraudandother

iv. The directors had prepared the annual accounts on a going concern basis; The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

v. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. MEETINGS:

i) Board Meeting

During the Financial Year 2025-26, The Board met 4 times on 26^th May 2025, 19^th August 2025, 12^th No-vember 2025 and 10^th March 2026. The attendance of all the directors at Board Meetings held during the year under report and attendance in the last AGM are detailed below:

Sl. No. Name of Director	26/05/25	19/08/25	12/11/25	10/03/26	Atten- dance in last AGM
1. Mr. Jolly Cyriac	Yes	Yes	Yes	Yes	Yes
2. Mr. Ishach Sainuddin	Yes	Yes	Yes	Yes	Yes
3. Ms. Jaya Jolly	Yes	Yes	Yes	Yes	Yes
4. Mr. Gopala Kurup Unnikrish- na Kurup	Yes	Yes	Yes	Yes	Yes
5. Mr. Jayagosh Unni Srambik- kal	No	Yes	Yes	Yes	Yes
6. Mr. Sajeev Plavita Gopina- than Nair	Yes	Yes	Yes	Yes	Yes
7. Ms. Tracy Tulassne Caesar	Yes	Yes	Yes	Yes	Yes
8. Ms. Anju Poulose	Yes	Yes	Yes	Yes	Yes

The meetings were held in accordance with the applicable provisions of the Act. The board has not contravened the provisions of Companies Act, 2013 regarding the minimum number of meetings in a financial year and the maximum intervening gap of 120 days between two consecutive meetings. During the year, some of the businesses were considered by the Board by passing resolutions by circulation.

ii) Audit Committee

The Details of the Audit Committee Meetings held during the year under report are as follows:

S l No.. Name of Director	Dates of meetings held during the FY 2025-26
	23/05/25	19/08/25	12/11/25	10/03/26
1. Mr. Sajeev Plavita Gopina- than Nair	Yes	Yes	Yes	Yes
2. Ms. Anju Poulose Mali- yakkal	Yes	Yes	Yes	Yes
3. Mr. Gopala Kurup Un- nikrishna Kurup	Yes	Yes	Yes	Yes

During the year under review, there has been no instance where the recommendations Audit Committee have not been accepted by the Board.

iii) Nomination and Remuneration Committee

The details of the Nomination and Remuneration committee report are as follows:

Sl. No. Name of Director	Dates of meetings held during the FY 2025-26
	07/03/26
1. Mr. Sajeev Plavita Gopinathan Nair	Yes
2. Ms. Anju Poulose Maliyakkal	Yes
3. Ms. Tracy Tulassne Caesar	Yes

v) Stakeholders Relationship Committee

The details of the Stakeholders Relationship committee meeting held during the year under report are as follows:

Sl. No. Name of the Director	Date of meetings held 07/03/2026 during the FY 2025-26
1. Ms. Tracy Tulassne Caesar	Yes
2. Mr. Ishach Sainuddin	Yes
3. Mr. Jayagosh Unni Srambik- kal	Yes

v) Independent Directors Meeting

During the Financial Year under review, a separate Meeting of the Independent Directors was held on 19^th February, 2026 without the attendance of Non-Independent Directors and the Management of the Company. The Independent Directors, in their separate meeting held on 19 ^th February 2026:

(a) Reviewed the performance of non-independent directors and the Board as a whole;

(b) Reviewed the performance of the Chairman of the company, taking into account the views of executive directors and non-executive directors; (c) Assessed the quality, quantity and timeliness of flow of information -ment and the Board that is necessary for the Board to effectively

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of the Annual Report.

20. AUDITORS

i. Statutory Auditor

The shareholders, at the Annual General Meeting held on 31^st May 2023, appointed M/s. G. Joseph & Associates, Chartered Accountants (Firm Registration No. 006310S), as the Statutory Auditors of the Company in accordance with the provisions of the Companies Act, 2013 and the rules made thereun-der. M/s. G. Joseph & Associates will hold officeuntil ^th Annual General Meet- the ing, scheduled to be held in the year 2027-28.

ii. Secretarial Auditor

Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 12th November, 2025 appointed M/s. SVJS and Associates, Cochin (Practicing Company Secretaries) as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the Financial Year 2025-26.

In accordance with the provisions of Section 204 of the Companies Act, M/s. SVJS and Associates conducted the secretarial audit for the financial year ended 31st March 2026. Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2025-26 is set out in the Annexure 2 to this report.

iii. Internal Auditor

Pursuant to Section 138 of the Act, the Board of Directors, upon recommendation of the Audit Com -mittee, at its meeting held on 26^th May, 2025 had appointed M/s. Joseph & Co. (Firm Registration No. 012843S), Practicing Chartered Accountant Firm as Internal Auditor of the Company to undertake the Internal audit of the Company for the Financial Year 2025-26. The Audit Committee periodically reIn Auditors. viewsandimplementstherecommendations of

21. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR A VERSE

REMARK OR DISCLAIMER MADE.

i. The Statutory Auditor has issued an unmodified opinion on the Financial Statements for the Financial Year ended 31^st March, 2026. The Auditors Report for the Financial Year ended 31^st March, 2026 has no qualifications, reservations, adverse remarks or disclaimers made by the Auditors in their report.

ii. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

22. REPORT OF FRAUD BY THE AUDITORS

None of the auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Act, read with the Companies (Audit and Audi -tors) Rules, 2014. Therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

23. DEPOSITS

The Company has not invited /accepted any deposits from the public, falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. There were no outstanding deposits during the period under report.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Your Company has not given any loan or given any guarantee or provided security in connection with any loan to any person or body corporate during the period under review as envisaged under Section 186 of the Companies Act, 2013. There were no outstanding loans, Guarantees or investments as on date.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has entered into related party transaction in ordinary course of business and at arms length price. The particularsofcontractsorarrangementswithRelatedPartiesin Form AOC -2 as re -ferred to in sub-section -nies (Accounts) Rules, 2014 is attached as Annexure 3 to this report.

None of the transactions entered into with related parties during the year under review exceeded the thresholds prescribed under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 or qualified as material related party transactions under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, approval of the sharehold -ers was not required.

26. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were not applicable to the Company during the financial year under review. However, based on the audited financial statements for the financial year ended 31st March, 2026, the Company has met the prescribed net profit threshold under Section 135(1) of the Companies Act, 2013. Accordingly, the provisions relating to CSR shall be applicable to the Company from the financial year 2026 27.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Compa -nies (Accounts) Rules, 2014 with respect to conservation of energy and technologyabsorption,for the financial year ended 31^st March 2026 is attached herewith as Annexure 4 to this report.

The foreign exchange earnings during the year under review is Rs. 685.87 lakhs and foreign exchange outgo during the year is Rs. 264 lakhs.

28. RISK MANAGEMENT:

Pursuant Section 134(3)(n) of the Act, the Company has in place an in-house Risk Management proce -dure which provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. Major risks identified are addressed and monitored by the Board of Directors of the Company.

29. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism/ Whistle Blower Policy for directors and employees to report genuine concerns has been established by the Company in order to maintain highest standards of ethical, moral and legal conduct. The said policy provides safeguard against victimization of the whistle blower. The Audit Committee of the Company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee and the directors and employees have direct access to the Chairman of the Audit Committee for raising their genuine concerns. The Whistle Blower Policy of the Company is also available on the website of the Company at https://www. holmarc.com/pdf/Whistle_Blower_Policy.pdf.

There were no complaints filed / pending with the Company during the year.

30. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS /COURTS/ TRIBUNAL:

During the year under report, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status or operations of the Company in future.

31. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2026 will be available on the Companys website at https://www. holmarc.com/annual_report.php#committees .

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. In accordance with the Sexual Harassment of Women at Workplace (Prevention, Pro -hibition and Redressal) Act, 2013, the Company has constituted Internal Complaints Committees to address any concerns related to sexual harassment at each workplace.

Your Directors further state that the Company has not received any complaint of sexual harassment during the year under review. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

S.I. No Particulars	Number of Cases
1. Number of sexual harassment complaints pending at the beginning of the year	Nil
2. Number of sexual harassment complaints received during the year	Nil
3. Number of sexual harassment complaints disposed off during the year	Nil
4. Number of cases pending for more than ninety days.	Nil

33. FRAUD REPORTING:

Your Company has not entered into transactions which are fraudulent, illegal or violative of the Companys Code of Conduct. During the period under review no frauds have occurred in the Company and no frauds were reported by the Auditors of the Company.

34. CORPORATE GOVERNANCE

Your company strives to provide utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. However, the Company is not obligated to comply with provisions of Corporate Governance in accordance with regulation 15(2) of the SEBI (Listing Obli -. gationsand DisclosureRequirements)Regulations, 2015

35. DISCLOSURE OF MATERIAL AGREEMENTS

During the financial year under review, the Company has not entered into any material agreement which is binding on the Company and is not in the normal course of business, requiring disclosure under Clause G of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act 2013, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government with respect to meetings of the Board of Directors and General Meetings.

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is fully committed to ensuring the welfare and rights of its women employees and affirms its compliance with the provisions of the Maternity Benefits Act, 1961. During the financial year under review, the Company has taken appropriate measures to adhere to all statutory requirements under the Act.

38. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

The disclosure as to the maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not applicable to your Company.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

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 rea -sons thereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under review.

41. INTERNAL FINANCIAL CONTROLS

The Company has a well-established internal financial control and risk management framework, with appropriate policies and procedures, to ensure the highest standards of integrity and transparency in its operations and a strong corporate governance structure, while maintaining excellence in services to all its stakeholders. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to policies (b) safeguarding of assets (c) prevention and detection of frauds / errors (d) accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information.

42. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Prevention of Insider Trading. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is dis -played on the Companys website at https://www.holmarc.com/pdf/code_of for _fair_dis practices_ -closure_of_UPSI.pdf.

43. ACKNOWLEDGEMENT:

Your Directors express their appreciation for the assistance and co-operation received from the fi -clients, members and other service providers nancialinstitutions,Governmentauthorities, during the year under report. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

	For and on behalf of the Board of Directors
Sd/-	Sd/-
JOLLY CYRIAC	ISHACH SAINUDDIN
MANAGING DIRECTOR	WHOLE TIME DIRECTOR & CFO
DIN: 00409364	DIN: 00409402
	Sd/-
G UNNIKRISHNA KURUP	VALLATH PARVATHY
WHOLE-TIME DIRECTOR	COMPANY SECRETARY AND COMPLIANCE OFFICER
DIN: 07622598	(MEMBERSHIP NUMBER: A53057)