Holmarc Opto-Mechatronics Ltd Directors Report

TO

THE MEMBERS

HOLMARC OPTO-MECHATRONICS LIMITED

Your Directors have the pleasure of presenting you with the 32nd Annual Report along with the Audited Financial Statements and Report of the Auditors for the _nancial year ended 31st March 2024.

1. FINANCIAL SUMMARY

PARTICULARS	For the year ended	(Amount in Rs. 00,000) For the year ended
	31st March, 2024	31st March, 2023
Total Revenue	3385.05	2918.44
Total Expenditure	2927.76	2510.80
Pro_t / (Loss) before Tax and Extra-ordinary Items	457.29	407.65
Extra-Ordinary Items	-	73.84
Tax Expense
Current Tax	124.81	107.32
Deferred Tax	(10.79)	18.03
Pro_t / (Loss) after Tax	343.28	356.14
Earnings per share (Basic)	3.94	4.95
Earnings per share (Diluted)	3.94	4.95

2. STATE OF COMPANYS AFFAIRS

i. Financial Highlights

Revenue from Operations of the Company for the _nancial year ended 31st March 2024 was at 3346.12 lakhs with an increase of Rs.442.45 Lakhs compared to previous year ie., growth was 15.24%. Pro_t before Tax stood at Rs.457.29 Lakhs as against 407.65 lakhs of previous year with an increase of 12.18%.

As for IPO funds utilisation, capital equipment purchases as envisaged in the IPO have almost been completed. Working capital infusion will be completed by March 31, 2025.

ii. Change in status of the Company

During the year under report, the Company had made an Initial Public O_er of 28,50,000/- Equity Shares of Rs. 10/- each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) and got listed on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE on 25th September 2023.

iii. Overview of the industry and important changes in the industry during the last year;

Analytical and Scienti_c Instrumentation refers to a broad range of instruments, devices and equipment used in research, analysis and testing across various industries and education. ese instruments are designed to measure, analyze, and characterize various properties, substances, or materials with high accuracy and precision. Some of the key areas that are potential to the scope of analytical and Scienti_c Instrumentation are- Integration of arti_cial Intelligence and Machine learning, Multimodal and Multi-parameter Analysis, nanotechnology and Single-Molecular analysis, Miniaturization and Portability. _Analytical and scienti_c instrumentation encompasses a wide range of techniques and technologies, including spectroscopy, chromatography, microscopy, molecular analysis, particle size analysis, thermal analysis, and more. e global scienti_c instruments market is driven by the rising research activities in the pharmaceutical industry. North America is the leading regional market for scienti_c instruments as it accounts for the largest market share. e industry is fueled by the growing collaborations and partnerships among manufacturers and education and research institutes.

India is in the 3rd place for technological investment in the world. Government of India has given more emphasis on Science and technology as it is very important for economic prosperity. Indias engineering R&D and product development market is expected to grow by 2025. Union Government has allotted Rs. 16,361/- crore to the Department of Science & Technology in the last budget. Our markets outlook is positive. e expansion of R&D activities in sectors such as Pharmaceuticals, Biotechnology, Healthcare and academia drives the demand for scienti_c instruments. ere is growth in the market because of technological advancements and need for accurate and e_cient measurement and analysis instruments. With the advancement of Nano-particles the demand for Nano-particle instruments has increased- Microscopy, PCR, Spectroscopy, Chromatography, etc.

iv. External environment and economic outlook

e Indian Economy has made strong growth in the past few years and it has overtaken UK to become the worlds _fth largest economy. Our economy displayed remarkable strength despite tighter monetary policy and global headwinds. e economy has emerged as the fastest growing large economy witnessing a growth of 7.8% in 2024. ere is strong domestic demand . e capital spending by the central and state governments are increasing.

A review report released by the Ministry of Finance takes stock of the Indian Economy and a variety of sectors including Agriculture, Trade, Digital Public Infrastructure and Climate. Indian economy is projected to grow over 7% in the coming years and become the third largest economy just in three years. Indian Exports are in a strong upswing with its merchandise export reaching the highest ever at over USD 450 billion in 2023.

According to the international monetary fund growth rate in the Indian economy is expected to normalise at 6.8% in the _nancial year 2025 on the back of expectations of a normal monsoon and sustained momentum in manufacturing and service sector. Moderate in_ation may result in interest rate cut which will result in further growth. India is negotiating with UK, European Union and Gulf Council for free trade agreements – another boom to the Economy.

e IMFs Chief Economist said that India is getting bene_t from the tari_ and other action taken by countries against the China. It is also informed that large FDI in_ow is there to India since 2020. If the higher tari_s are extended by countries which do lot of trade with China, the countries those are not connected with China will get more bene_t. e US and Europe recently announced higher import duties on certain Chinese products.

e Governments emphasis on building infrastructure will have a multiplayer e_ect on the economy, strengthening of deep–tech technologies will help in promoting investments. e production linked incentive (PLI) schemes aim to make Indian manufactures competitive.

3. FUTURE OUTLOOK

We completed the _rst phase of capacity expansion by March 31, 2024 whereby we increased our production capacity to 3 crores per month in rupee terms. e Second phase of expansion is expected to be completed by September 30, 2024 whereby our production capacity will be 4 crores per month in rupee terms. We look forward to fully utilise our production capacity in this _nancial year. ird phase of expansion is also under way and our facility should be able to produce 5 crores worth of goods per month from April 1, 2025 with an in factory value addition more than 60%. As we expand our production capacity, we may need more manufacturing space. We will be meeting this requirement, for the time being, by leasing in suitable premises. Since January 2024, we have added 12000 sq. ft rented space. We will continue to rent in more spaces as and when required.

Make in India campaign is helping us very much for expanding our market share in India. In addition to our ongoing marketing activities, we are planning to establish regional o_ces in USA and European Union in the near future.

4. CHANGE IN NATURE OF BUSINESS

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

5. 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:

No material changes and commitments that a_ect the _nancial position of the company have occurred between the end of the _nancial year of the company to which the report relates and the date of the report other than those mentioned in their report.

6. TRANSFER TO RESERVES:

e Company did not propose to transfer any amount to its reserves during the year under report.

7. DIVIDEND:

i. e Board considering the performance of the company during the Financial Year 2022-2023, declared an interim dividend of 3% of the face value of the shares out of the pro_ts of the company amounting to Rs. 21,60,000/- exclusive of Dividend Distribution Tax, on 29/04/2023.

ii. Further, your directors recommend a _nal dividend of 4% of the face value of the shares for the _nancial year 2023-24 in the ensuing Annual General Meeting to be held on 21/08/2024.

iii. ere was no unpaid or unclaimed dividend during the period under review.

iv. During the year under report, the Company was not required to transfer any amount/shares to the Investor Education and Protection Fund (IEPF).

8. SHARE CAPITAL i. Authorised Share Capital

e Authorised Share Capital of the Company as on 31st March 2024 is Rs. 12,00,00,000/- (Rupees Twelve Crores only) consisting of 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

e issued, subscribed and paid-up capital of the company as on 31st March 2024 is Rs. 10,05,00,000/- (Rupees Ten Crore and Five Lakhs only) consisting of 1,00,50,000 equity shares of Rs. 10/- each. e Company has made an Initial Public O_er of 28,50,000/- Equity Shares of Rs. 10/- each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) on the SME platform of the National Stock Exchange of India Limited during the period under report. e shares were allotted to the shareholders on the 22nd of September 2023 and no shares were allotted to the Promoters of the Company.

9. DETAILS OF INITIAL PUBLIC OFFER AND LISTING

We are pleased to inform you that the Company has made an Initial Public O_er of 28,50,000/- Equity Shares of Rs. 10/- each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE. e IPO had received an exceptional response from the public. e issue was over-subscribed 84.52 times on overall basis.

e equity shares pursuant to Initial Public O_er were allotted on 22nd September, 2023.

e Equity Shares of the Company were listed on the NSE Emerge platform with e_ect from 25th September, 2023.

10. REGISTRAR AND TRANSFER AGENTS

During the year under report, the Company has appointed Cameo Corporate Services Limited, Subramanian Building, No.1, Club House Road, Chennai - 600 002, Tamil Nadu, as Registrar and Transfer Agents. e ISIN of the Company is INE0LXA01019 and all the shares of the Company are held in dematerialized form.

11. ALTERATION OF ARTICLES OF ASSOCIATION

During the year under report, a new set of Articles of Association which is in line with the “Table F” of Schedule I of the Companies Act, 2013 was adopted by the shareholders in the Annual General Meeting of the Company held on 30th May 2023

12. UTILIZATION OF IPO PROCEEDS.

estatement of utilization of IPO proceeds as on 31st March 2024 is as follows:

Particulars	Estimated Amount	In Rs. Amount Utilized (in
	(in Lakhs)	Lakhs)
01 Funding Capital Expenditure towards Purchase of
Additional Plant & Machinery	354.36	249.6
02 Working Capital Requirements	481.64	225
03 Issue Related Expenses	154	138.35
04 General Corporate Expenses	150	99.8
Total	1140	712.75

During the year under Report there were no deviations or variation in respect of utilization of IPO proceeds from the objects proposed in the prospectus. Any surplus amount in the head ‘Issue related expenses shall be allocated and utilized for other objects.

13. DETAILS OF LOCK-IN OF SHARES

In line with the Securities and 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, Promoter group and Public Shareholders:

Name of the shareholder	Category	No.of Equity Shares locked-in	Amount per share (in Rs.)	Lock -in-date
		11,83,436		25.09.2026
Jolly Cyriac	Promoter		10
		25,17,364		25.09.2024
		8,26,564		25.09.2026
Ishach Sainuddin	Promoter		10
		17,58,236		25.09.2024
Jaya Jolly	Promoter Group	3,600	10	25.09.2024
Vineeth Jolly	Promoter Group	1,800	10	25.09.2024
Vijay Jolly	Promoter Group	1,800	10	25.09.2024
Fabi MM	Promoter Group	3,600	10	25.09.2024
Serena Ishach	Promoter Group	1,800	10	25.09.2024
Saniya Ishach	Promoter Group	1,800	10	25.09.2024
Sajan P John	Public	1,44,000	10	25.09.2024
Roby omas	Public	1,44,000	10	25.09.2024
Sunil P	Public	1,44,000	10	25.09.2024
Chandrasekhar V	Public	72,000	10	25.09.2024
Satheesh Kumar KP	Public	1,80,000	10	25.09.2024
Kattakath Basheer	Public	1,44,000	10	25.09.2024
Mohamed Nizar
Santhosh Nalluveettil	Public	72,000	10	25.09.2024
Joseph		72,00,000

14. CONSOLIDATED FINANCIAL STATEMENTS

e Company is not required to consolidate its Financial Statements for the _nancial year ended 31st March, 2024 as the Company does not have any subsidiary or associate or joint venture companies.

15. 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.

MANAGEMENT

16. 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:

e Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors quali_cations, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 (“the Act”) as recommended by the Nomination and Remuneration committee and approved by the Board of Directors.

Our Company has placed the policy on the Company website and the weblink is https://www.holmarc.com/pdf/ Nomination_and_Remuneration_Policy.pdf.

17. COMPOSITION OF THE BOARD OF DIRECTORS:

e Board of Directors of the Company is duly constituted as follows:

Sl.	DIN	Directors Name	Date of Original	Designation	Date of Appointment to
No.			Appointment		the Current Designation
1	00409364	Jolly Cyriac	11/02/1993	Managing Director	01/02/2022
2	00409402	Ishach Sainuddin	11/02/1993	Whole-Time	Whole-time Director-
				Director and CFO	01/02/2022
					CFO- 28/05/2024
3	09723618	Jaya Jolly	26/09/2022	Whole-Time Director	26/09/2022
4	07622598	Gopala Kurup Unnikrishna Kurup	17/08/2021	Whole-Time Director	17/08/2021
5	09257206	Jayagosh Unni Srambikkal	17/08/2021	Whole-Time Director	17/08/2021
6	09257141	Vellachalil Ramakrishnan Sanjaykumar	02/12/2021	Whole-Time Director	01/02/2022
7	09257188	Abdul Rasheed Aledath Kochunni	02/12/2021	Whole-Time Director	01/02/2022
8	09257264	Jim Jose Punnackal Josey	02/12/2021	Whole-Time Director	01/02/2022
9	09257355	Lijo George	02/12/2021	Whole-Time Director	01/02/2022
10	09257403	Pottekkattu Muhammed Muhammed Sha_	02/12/2021	Whole-Time Director	01/02/2022
11	02602190	Sajeev Plavita Gopinathan Nair	30/05/2023	Independent Director	30/05/2023
12	07402596	Reji Zachariah	30/05/2023	Independent Director	30/05/2023
13	09751547	Ananthavally Raghavan Satheesh	30/05/2023	Independent Director	30/05/2023
15	07459768	Tracy Tulassne Caesar	30/05/2023	Independent Director	30/05/2023
15	10132996	Anju Poulose	30/05/2023	Independent Director	30/05/2023

e Board is of the opinion that during the year all Directors including the Independent Directors of the Company possess requisite quali_cations, integrity, expertise and experience (including pro_ciency) in their respective _elds.

Changes during the year

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

i. e Independent Directors, Mr. Sajeev Plavita Gopinathan Nair, Mr. Ananthavally Raghavan Satheesh, Mr. Reji Zachariah, Ms. Tracy Tulassne Caesar and Ms. Anju Poulose Maliyakkal were appointed during the period under review on 30th May, 2023, by the shareholders in the Annual General Meeting held on the date.

ii. Mr. Ishach Sainuddin was re-appointed as the Chief Financial O_cer on 28th May 2024 as his tenure expired on 31st January 2024. He was re-appointed by the Board of Directors upon recommendation of Nomination and Remuneration committee and approval of audit committee.

iii. During the year under report, Mr. Jim Jose Punnackal Josey (DIN: 09257264) and Mr. Lijo George (DIN: 09257355), who retired at the Annual General Meeting held on 30th May, 2023 were re-appointed by the shareholders.

To be proposed in the Ensuing AGM

i. Mr. Pottekkattu Muhammed Muhammed Sha_ (DIN: 09257403) and Mr. Vellachalil Ramakrishnan Sanjaykumar (DIN:09257141) are liable to retire by rotation at the ensuing Annual General Meeting and has o_ered themselves for re-appointment.

ii. e tenure of appointment of the following Directors shall expire on 31st January 2025 and therefore, the Board recommends their re-appointment as per the terms and conditions as detailed in the Notice of Annual General Meeting and the Explanatory statement annexed thereto:

1. Jolly Cyriac (DIN: 00409364)

2. Ishach Sainuddin (DIN: 00409402)

3. Vellachalil Ramakrishnan Sanjaykumar (DIN: 09257141)

4. Abdul Rasheed Aledath Kochunni (DIN: 09257188)

5. Jim Jose Punnackal Josey (DIN: 09257264)

6. Lijo George (DIN: 09257355)

7. Pottekkattu Muhammed Muhammed Sha_ (DIN: 09257403)

iii. It is proposed to revise the remuneration and perquisites payable to all the Executive Directors and to include in the terms of payment of remuneration, an Annual Increment which will be e_ective from 1st April of each year upto a limit speci_ed as set out in the resolutions proposed in the AGM Notice. Upon approval of the shareholders, the said revision may take e_ect from 01st September 2024

18. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

e 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.

19. INDEPENDENT DIRECTORS:

During the reporting period, our Company was required to appoint Independent Directors under Section 149 (4) of Companies Act, 2013 and Rule 4 of the Companies (Appointment and Quali_cation of Directors) Rules, 2014. e Company appointed following 5 ( _ve) Independent Directors in the Annual General Meeting held on 30th May, 2023:

Name of the Director and DIN	Justi_cation for appointment
1 Ananthavally Raghavan	He holds Degree of Bachelor of Science from University of Kerala, Bachelor of
Satheesh	Technology (Electrical) from University of Kerala and Diploma as Member from
(DIN:09751547)	e Institution of Engineers (India). He is the President of Kerala High Tension
	and Extra High Tension Industrial Electricity Consumers Association (Kerala
	HT&EHT Association) which is the representative body of all EHT Industries
	and Major HT Industries in Kerala. He is also a member of Kerala State Advisory
	Committee of KSERC for the last 7 years. He is also a member of Kerala State
	Electricity Supply Code Review Panel, Kerala State Technical Committee for the
	Reforms in Technical Standards in Power Sector, Kerala State Productivity Council
	Governing Body and Board of Studies Member in MBA Energy Management at
	Kerala University of Fisheries and Ocean Studies (KUFOS). He was also the Sr.
	Associate Vice President of Carborundum Universal Limited, Group Company
	in Murugappa Group with a total experience of 33 years

 

2 Reji Zachariah	He holds Degree of Bachelor Technology (Civil) from Mahatma Gandhi University
(DIN:07402596)	and Master of Science by Research from Indian Institute of Technology, Madras.
	He is a Civil Engineer. He is the Chief Executive O_cer of Xbuild Software, Kochi
	and S&R consultants, Kochi. He has completed more than 1500 projects in the
	_eld of Structural & Geotechncial designing, detailing of Industrial, Commercial
	and residential buildings in the last 30 years and has been managing more than
	100 ongoing projects presently. He has provided Geotechnical consulting for
	about 60 projects per month for the last 15 years. His area of experience includes
	Structural designing and detailing, Construction Management, Geotechnical
	consultancy, Engineering software development etc. He is the President of
	Structural and Geotechnical consultants, Kerala. He is also an Executive Member
	of Indian Geotechnical Society and Executive member of GRACE.
3 Sajeev Plavita Gopinathan	He holds Degree of Bachelor of Science from Mahatma Gandhi University
Nair	and Certi_cate of Membership and Certi_cate of Practice from e Institute
(DIN:02602190)	of Chartered Accountants of India. He is a Practising Chartered Accountant
	having more than 20 years of experience in Audit, Consultancy and Taxation.
	He was the co-opted member of the Committee for Capacity Building of CA
	Firms and Small & Medium Practitioners (CCBCAF & SMP) of the Institute of
	Chartered Accountants of India for the year 2010-11. He was the Chairman of
	e Ernakulam Branch of the SIRC of e Institute of Chartered Accountants of
	India (ICAI) during 2008-09.
4 Tracy Tulassne Caesar	She is the Associate Member of e Institute of Company Secretaries of India
(DIN:07459768)	and having more than 14 years of industrial experience in handling secretarial
	and legal compliance. Her experience spreads across procedural and advisory
	services on Company law matters, Capital Issues, due diligence, Corporate
	Governance, NBFC compliance, SEBI matters and Public Issue of Securities.
5 Anju Poulose	She is the Associate (with COP) member of e Institute of Chartered
(DIN:10132996)	Accountants of India. She has also completed Certi_cate Course on Business
	Responsibility and Sustainability Reporting (BRSR) from e Institute of
	Chartered Accountants of India and Certi_ed Fraud Examiner Course from
	Association of Certi_ed Fraud Examiners and Certi_cate Course on Concurrent
	Audit of Banks from e Institute of Chartered Accountants of India and
	Certi_ed Sarbanes Oxley Expert (CSOE) from Sarbanes Oxley Compliance
	Professionals Association (SOXCPA). She is having more than 13 years of vast
	exposure working with various industries like IT, Hospitality, Food, Beverages,
	Manufacturing, Healthcare, Retail, Pharmaceuticals, Government Public Sector,
	Banking, Telecom etc.

e Company has received declarations from the appointed Independent Directors that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Independent Directors adopted by the Company.

Familiarisation Programme for Independent Directors

e Company had conducted a Programme for Familiarization of Independent Directors on 12th June 2023 with regard to their roles, rights, responsibilities and all other information about the Company and the industry in which it is operated.

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

e Nomination and Remuneration Committee has formulated a Performance Evaluation Policy of the 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 address https://holmarc.com/corporate_governance.php#:~:text=Board%20 Evaluation%20Policy. Pursuant to the provisions of the Companies Act, 2013, a formal evaluation of the performance of the Board, its

Committees and the Individual Directors was done during the period under report. e Independent Directors, in their separate meeting held on 19/03/2024:

(a) reviewed the performance of non-independent directors and the Board as a whole; (b) reviewed the performance of Board committees;

(c) reviewed the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (d) assessed the quality, quantity and timeliness of _ow of information between the company management and the Board that is necessary for the Board to e_ectively and reasonably perform their duties.

e evaluation was carried out using individual questionnaires regarding the performance of each director, chairman, the Board and the committees, which brought out the key attributes of the Directors, quality of interactions among them and its e_ectiveness. Upon collation of responses from Individual Directors, the Independent Directors reported the _ndings to the Nomination and Remuneration committee and to the chairman of the Company independently.

21. 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 con_rmed 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. e Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a_airs of the company at the end of the _nancial year and of the pro_t of the company for period 2023-24.

iii. e directors had taken proper and su_cient 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 preventing and detecting fraud and other irregularities.

iv. e directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal _nancial controls to be followed by the company and that such internal _nancial controls are adequate and were operating e_ectively.

6. e directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e_ectively.

22. COMMITTEES OF THE BOARD

e Company was required to constitute committees as envisaged under various provisions of the Companies Act, 2013 and the Rules made thereunder. e constitution of the said committees are given below:

i. Audit Committee

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

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

ii. Nomination and Remuneration Committee

Sl No.	Name of the Member	Designation
01	Ananthavally Raghavan Satheesh (DIN: 09751547)	Chairman
02	Reji Zachariah (DIN: 07402596)	Member
03	Tracy Tulassne Caesar (DIN: 07459768)	Member

iii. Stakeholders Relationship Committee

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

MEETINGS

23. NUMBER OF MEETINGS OF THE BOARD:

e Board met Nine (9) times during the period under review. e respective attendance of directors in the meeting was as follows;

Sl.	Name of	11/04/	29/04/	23/05/	12/06/	02/08/	04/08/	11/09/	13/11/	04/03/
No.	Director	23	23	23	23	23	23	23	23	24
1	Jolly Cyriac	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
2	Ishach	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
	Sainuddin
3	Gopala Kurup
	Unnikrishna	Yes	Yes	Yes	Yes	No	No	Yes	Yes	Yes
	Kurup
4	Jayagosh Unni
		Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
	Srambikkal
5	Vellachalil
	Ramakrishnan	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
	Sanjaykumar
6	Abdul Rasheed
	Aledath	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
	Kochunni
7	Jim Jose
	Punnackal	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
	Josey
8	Lijo George	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
9	Pottekkattu
	Muhammed
		Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	No
	Muhammed
	sha_
10	Jaya Jolly	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
11	Sajeev Plavita
	Gopinathan	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	No
	Nair
12	Reji Zachariah	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
13	Ananthavally
	Raghavan	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
	Satheesh
14	Tracy Tulassne
		NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
	Caesar
15	Anju Poulose	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes

e board has not contravened the provisions of Companies Act, 2013 regarding the minimum number of meetings in a _nancial year and the maximum intervening gap of 120 days between two consecutive meetings.

24. MEETINGS OF THE BOARD COMMITTEES:

		Date of meetings held during the FY 2023-24
Sl. No.	Name of Director
		11/09/23	02/11/23	23/02/24
Audit Committee
1	Sajeev Plavita Gopinathan Nair
		Yes	Yes	Yes
2	Anju Poulose Maliyakkal
		Yes	Yes	Yes
3	Gopala Kurup Unnikrishna Kurup
		Yes	Yes	Yes

 

Nomination and Remuneration committee
11/09/23	23/02/24
1 Ananthavally Raghavan Satheesh
Yes	Yes
2 Reji Zachariah
Yes	Yes
3 Tracy Tulassne Caesar
Yes	Yes

 

Stakeholders Relationship Committee
	23/02/24
1 Tracy Tulassne Caesar	Yes
2 Mr. Ishach Sainuddin	Yes
3 Mr. Jayaghosh Unni Srambikkal	Yes

25. MEETING OF INDEPENDENT DIRECTORS:

e Independent Directors met once during the year under report on 19/03/2024 and all the Independent Directors attended the meeting.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

e Management Discussion and Analysis Report forms part of the Annual Report in page no. 27.

27. AUDITORS

i. Statutory Auditors

e Shareholders appointed M/s. G. Joseph & Associates, Chartered Accountants (FRN 006310S) as the Statutory Auditors of the Company pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder in the Annual General Meeting held on 30th May, 2023. M/s. G. Joseph & Associates, Chartered Accountants (FRN 006310S) shall hold o_ce until the conclusion of 36th Annual General Meeting.

ii. Secretarial Auditor

e Board of Directors at its meeting held on 13th November, 2023 have appointed 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 2023-24.

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2023-24 is set out in the Annexure 2 to this report.

iii. Internal Auditor

e Board of Directors, at its meeting held on 13th November, 2023 have appointed M/s. Joseph & Co. (Firm Registration No. 012843S), Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake an Internal audit of the Company for the Financial Year 2023-24.

28. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE—

i. e Statutory Auditor has issued an unmodi_ed opinion on the Financial Statements for the Financial Year ended 31st March, 2024. e Auditors Report for the Financial Year ended 31st March, 2024 has no quali_cations, reservations, adverse remarks or disclaimers made by the Auditors in their report.

ii. e Secretarial Audit Report does not contain any quali_cation, reservation or adverse remark except the following:

e Chief Financial O_cer (CFO) of the Company has vacated his o_ce on 30/01/2024. But no disclosure has been made to stock exchange regarding vacation of the o_ce of CFO, as required under Schedule III Part A (A) (7) read with Regulation 30 of e Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Managements Reply to the observation – Pursuant to Regulation 30 of e Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule III Part A (7), any change in KMP is to be intimated to the stock exchange. However, there was no resignation or change in KMP (Chief Financial O_cer).

29. REPORT OF FRAUD BY THE AUDITORS

During the year under review, no fraud has occurred or was noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

30. DEPOSITS

e 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.

ere were no outstanding deposits during the period under report.

31. 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. ere were no outstanding loans, Guarantees or investments as on date.

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

e particulars of contracts or arrangements with Related Parties in Form AOC 2 as referred to in sub-section (2) of Section 188 of the Companies Act, 2013 read with Rule 8 (2) of Companies (Accounts) Rules, 2014 is attached as Annexure 3 to this report.

None of the transactions with any of the related parties, during the year under report exceeds the threshold speci_ed under Rule 15 of Companies (Meeting of Board and its Power) Rules, 2014 and hence approval of shareholders was not required.

33. CORPORATE SOCIAL RESPONSIBILITY:

e provisions as mentioned in Section 135 of the Companies Act, 2013 are not applicable to the Company.

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

e information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorption, for the _nancial year ended 31/03/2024 is attached herewith as Annexure 4 to this report.

e foreign exchange earnings during the year under review is Rs. 670.83 lakhs and foreign exchange outgo during the year is Rs. 222.88 lakhs.

35. RISK MANAGEMENT:

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

36. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has established a vigil mechanism for directors and employees to report their genuine concerns. e Company has devised whistle blower policy which has been published in our website. e weblink to the policy is Corporate Governance (holmarc.com).

ere were no instances of reporting under the Whistle Blower.

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

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

38. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March, 2023 is available on the Companys website and the Annual Return for the Financial year 2023-24 shall be placed at companys website in the web link https://holmarc.com/announcements.php.

39. ESTABLISHMENT OF CORPORATE OFFICE

During the year under report Company has established its Corporate o_ce in the following address with e_ect from 01/01/2024:

Door No. 37/386, Manath Tower, Opp. Kalamassery Police Station, Changampuzha Nagar PO, Ernakulam District, Kerala – 682033

e Books of accounts of the Company are maintained at the Corporate O_ce of the Company with e_ect from 01/01/2024.

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

e Company is committed in providing and promoting a safe and healthy work environment for all its employees. Your Company has formed an Internal Complaints Committee under the_Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period under report no complaints were received or disposed o_ as envisaged under Sexual Harassment of Women at Workplace (Prevention & Redressal) Act, 2013.

41. 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.

42. 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 as per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

43. COMPLIANCE WITH SECRETARIAL STANDARDS

e Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and General Meetings.

44. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

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

45. 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.

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

Not Applicable

45. INTERNAL FINANCIAL CONTROLS

e Company has put in place an adequate system of internal _nancial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. Audit Committee periodically reviews the adequacy of Internal Financial controls.

48. PREVENTION OF INSIDER TRADING

e Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. e Company Secretary is the Compliance O_cer for monitoring adherence to the said Regulations. e Code is displayed on the Companys website at https://www.holmarc.com/corporate_governance.php.

49. ACKNOWLEDGEMENT:

Your Directors express their appreciation for the assistance and co-operation received from the _nancial institutions, banks, Government authorities, clients, members and other service providers 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.