Holmarc Opto-Mechatronics Ltd Directors Report

TO

THE MEMBERS

HOLMARC OPTO-MECHATRONICS LIMITED

Your Directors have the pleasure of presenting you with the 33^rd Annual Report along with the

Audited Financial Statements and Report of the Auditors for the financial year ended 31^st March 2025.

1. FINANCIAL SUMMARY

The summary of the financial performance for the financial year ended March 31, 2025 and the previous financial year ended March 31, 2024 is given below:

(Amount in Rs. 00,000)

PARTICULARS	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Total Revenue	3771.22	3385.05
Total Expenditure	3277.67	2927.76
Profit / (Loss) before Tax and Ex -
	493.55	457.29
tra-ordinary Items
Extra-Ordinary Items	-	-
Tax Expense
	128.64
Current Tax	(8.61)	124.81
Deferred Tax		(10.79)
Profit / (Loss) after Tax	373.51	343.28
Earnings per share (Basic)	3.72	3.94
Earnings per share (Diluted)	3.72	3.94

Financial Summary

Revenue from Operations of the Company for the financial year ended 31st March 2025 was at 3716.72 with an increase of Rs.370.6 Lakhs as compared to Rs.3346.12 in the previous year ie., growth was 11.07%. The Company recorded a net profit of Rs.373.51 Lakhs during the financial year ended 31st March 2025, higher by 8.80% compared to the net profit of Rs.343.28 Lakhs in the previous financial year ended 31st March 2024. 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 0.4/- (Forty Paisa only) ie., 4% per equity share of the face value of 10/- each, for the Financial

Year ended 31^st March 2025. 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 20^th September 2025. The dividend, if approved by the shareholders, would involve a cash outflow of Rs. 42,00,000 (Rupees Forty Two Lakhs only) 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, 2025, is 13^th September 2025.

Dividend Paid during the year under Report: iii. The shareholders, at the previous Annual General Meeting for the financial year 2023-24, 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 2024, 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 Government. The below table gives the year wise amount of unpaid/unclaimed dividend lying in the unpaid account as on 31^st March 2025 and the due dates for transfer of unclaimed and unpaid dividends declared by the Company to IEPF.

Financial Year end- ed	Date of dec- laration of dividend	Amount (in Rs.)	Due date for transfer of Dividend amount	Correspond- ing number of shares	Due date for transfer of corre- sponding shares
2023-24	21-08-2024	4750	19-09-2031	15000	19-10-2031

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 fi -nancial year. i. Authorised Share Capital

The Authorized Share Capital of the Company as on 31^st March 2025 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

Theissued,subscribedandpaid-upcapitalofthecompanyason31^st March 2025 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. UTILIZATION OF IPO PROCEEDS.

The statement of utilization of IPO proceeds as on 31^st March 2025 is as follows:

In Lakhs

Sl.No	Estimated Amount	Amount Utilized
Particulars	(in Lakhs)	(in Lakhs)
01 Funding Capital Expenditure towards Purchase of Additional Plant & Ma- chinery	354.36	354.36
02 Working Capital Requirements	481.64	481.64
03 Issue Related Expenses and General	304	304
Corporate Expenses
Total	1140	1140

Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or varia-tion(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated

September 11, 2023. The issue proceeds from the Initial Public offer have been fully utilized as on

31^st March 2025. Necessary disclosures have been made to the Stock Exchanges in the Statement of Deviation/Variation Report issued along with the Financial Statements.

9. 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:

Name of the share- holder	Category	No.of Eq- uity Shares locked-in	Amount per share (in Rs.)	Lock -in-date
Jolly Cyriac	Promoter	11,83,436	10	25-09-2026
Ishach Sainuddin	Promoter	8,26,564	10	25-09-2026

10. CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate its Financial Statements for the financial

31^st March, 2025 as the Company does not have any subsidiary or associate or joint venture companies.

11. 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 2025.

MANAGEMENT

12. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UN-

DER SUB-SECTION (3) OF SECTION 178:

The Company has in place a ‘Policy on Nomination & Remuneration for Directors, Key Managerial 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 key 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_Remuner-ation_Policy.pdf. 13. COMPOSITION OF THE BOARD OF DIRECTORS:

As on 31^st March 2025, 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 Un- nikrishna Kurup	Whole-Time Director
5, 09257206	Mr. Jayagosh Unni Srambik- kal	Whole-Time Director
6 09257141	Mr. Vellachalil Ramakrish- nan Sanjaykumar	Whole-Time Director
7. 09257188	Mr. Abdul Rasheed Aledath Kochunni	Whole-Time Director
8. 09257264	Mr. Jim Jose Punnackal Josey	Whole-Time Director
9. 09257355	Mr. Lijo George	Whole-Time Director
10. 09257403	Mr. Pottekkattu Muhammed Muhammed Shafi	Whole-Time Director
11. 02602190	Mr. Sajeev Plavita Go- pinathan Nair	Independent Director
12. 07402596	Mr. Reji Zachariah	Independent Director
13. 09751547	Mr. Ananthavally Raghavan Satheesh	Independent Director
14. 07459768	Ms. Tracy Tulassne Caesar	Independent Director
15. 10132996	Ms. Anju Poulose	Independent Director

Changes during the 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:

28i. Mr. Ishach Sainuddin was re-appointed as the Chief Financial Officer ^th May 2024 as his tenure expired on 31^st January 2024. He was re-appointed by the Board of Directors upon recommendation of Nomination and Remuneration committee and approval of audit committee. ii. Based on the recommendation of Nomination and Remuneration committee and Board of Directors, the shareholders of the Company at the Annual General Meeting of the Company held on 21^st August 2024 re appointed Mr. Jolly Cyriac (DIN:00409364), as Managing Director of the Company for a term of 5 years with effect from 01 ^st February 2025. iii. Based on the recommendation of Nomination and Remuneration committee and Board of Directors, the re-appointment of Mr. Ishach Sainuddin (DIN: 00409402) as Whole Time Director was approved by the shareholders of the Company at the Annual General Meeting of the Company held on 21^st August 2024, for a term of 5 years with effect from 01 ^st February 2025. iv. Based on the recommendation of the Nomination and Remuneration Committee and Board of

Directors, the re-appointment of 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), and Mr. Pottekkattu Muhammed Muhammed Shafi (DIN: 09257403) as Whole-Time Directors of the Company was approved by the share -holders at the Annual General Meeting held on 21^st August 2024, for a term of three years with effect from 01^st February 2025. v. At the Annual General Meeting of the Company held on 31st August 2024, Mr. Pottekkattu

Muhammed Muhammed Shafi (DIN: 09257403) and Mr. Vellachalil Ramakrishnan Sanjayku -mar (DIN: 09257141), who were liable to retire by rotation, were re-appointed by the shareholders as Directors of the Company.

Changes after close of the financial year i. Mr. Reji Zachariah (DIN: 07402596) and Mr. Ananthavally Raghavan Satheesh (DIN: 09751547), IndependentDirectors,tenderedtheirresignations effectfrom theBoardwith

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

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.

To be proposed in the Ensuing AGM i. Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the Companies

(Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Gopala Kurup Unnikrishna Kurup (DIN: 07622598) and Mr. Jayagosh Unni Srambikkal (DIN: 09257206),

Whole time directors, are liable to retire by rotation and being eligible, offers themselves for re-appointment. The Board of Directors recommends their re-appointment to the Members for their consideration at the 33^rd Annual General Meeting. ii. Since Mr. Gopala Kurup Unnikrishna Kurup is above the age of 70 years, the approval of the members by way of a special resolution is being sought for the continuation of his appointment as Whole-Time Director. iii. The current 3 year tenure of appointment Mrs. Jaya Jolly (DIN: 09723618) as Whole-time

Director of the company, which was approved by the shareholders through a special resolution at the Annual General Meeting (AGM) held on 26th September 2022, shall expire on 25^th September 2025, accordingly, the Nomination and Remuneration committee and the Board recommends her re-appointment for a further period of 5 years, as per the terms and conditions as detailed in the Notice of Annual General Meeting and the Explanatory statement annexed thereto.

14. 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.

15. 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.

B. Independent Directors Meeting:

The meeting of the Independent Directors was held on 17^th February, 2025 as per schedule IV of the Companies Act, 2013.

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/famil-iarisation_programme.php.

16. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable to the Company. The composition of these committees is as follows: i. Audit Committee

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

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 as on 31.03.2025

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

Reconstitution of Nomination and Remuneration Committee:

Following the financial year 2024 25, Mr. Ananthavally Raghavan Satheesh (DIN: 09751547) and Mr. Reji Zachariah (DIN: 07402596), Non-Executive Independent Directors, resigned on

April 16, 2025, and April 21, 2025, respectively. Accordingly, the Board, at its meeting held on May 26, 2025, approved the reconstitution of the Nomination and Remuneration Committee as given below:

S. No. Name of the Member	Designation
1 Mr. Sajeev Plavita Gopinathan Nair (DIN: 02602190)	Chairman
2. Ms. Anju Poulose Maliyakkal (DIN: 10132996)	Member
3. Ms. Tracy Tulassne Caesar (DIN: 07459768)	Member

iii. Stakeholders Relationship Committee

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

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

The 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%20Evaluation%20Policy. Pursuant to the applicable sections of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a formal evaluation of the performance 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 highlighted key attributes of the Directors, the quality of their interactions, and the overall effectiveness of 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 Remuneration 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 action, wherever required.

18. 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 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 affairs of the company at the end of the financial year and of the profit of the company for period 2024-25; iii. The directors had taken proper and sufficient care for the maintenance -ing 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. The directors had prepared the annual accounts on a going concern basis; v. 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; vi. 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.

19. MEETINGS: i) Board Meeting

During the Financial Year 2024-25, the Board met 4 times on 28^th May 2024, 24^th July 2024, 13^th

November 2024 and 07^th March 2025.

The attendance of all the directors at Board Meetings held during the year and attendance in the last AGM are detailed below:

Sl. No. Name of Director	28/05/24	24/07/24	13/11/24	07/03/25	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	No	Yes	Yes	Yes	Yes
4. Mr. Gopala Kurup Unnikrishna Kurup	Yes	Yes	Yes	Yes	Yes
5. Mr. Jayagosh Unni Srambikkal	Yes	Yes	Yes	Yes	Yes
6. Mr. Vellachalil Ra- makrishnan Sanjayku- mar	Yes	Yes	Yes	Yes	Yes
7. Mr. Abdul Rasheed Aledath Kochunni	Yes	Yes	Yes	Yes	Yes
8. Mr. Jim Jose Punnack- al Josey	Yes	Yes	Yes	Yes	Yes
9. Mr. Lijo George	Yes	Yes	Yes	Yes	Yes
10. Mr. Pottekkattu Mu- hammed Muhammed Shafi	Yes	Yes	Yes	Yes	Yes
11. Mr. Sajeev Plavita Gopinathan Nair	Yes	Yes	Yes	Yes	Yes
12. Mr. Reji Zachariah	Yes	Yes	Yes	Yes	Yes
13. Mr. Ananthavally Ra- ghavan Satheesh	Yes	Yes	Yes	Yes	Yes
14. Ms. Tracy Tulassne Caesar	Yes	Yes	Yes	Yes	Yes
15. 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 meet -ings. 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 are as follows:

Sl. No. Name of Director	Date of meetings held during the FY 2024-25
	28/05/24	24/07/24	06/11/24	05/03/25
1 Mr. Sajeev Plavita Gopinathan Nair	Yes	Yes	Yes	Yes
2 Ms. Anju Poulose Maliyakkal	Yes	Yes	Yes	Yes
3 Mr. Gopala Kurup Unnikrishna Kurup	Yes	Yes	Yes	Yes

iii) Nomination and Remuneration Committee

The details of the Nomination and Remuneration committee meeting held during the year are as follows:

Sl. No. Name of Director	Dates of meetings held during the FY 2024-25
	28/05/24	24/07/24	06/03/25
1. Mr. Ananthavally Raghavan Satheesh.	Yes	Yes	Yes
2. Mr. Reji Zachariah	Yes	Yes	Yes
3. Ms. Tracy Tulassne Caesar	Yes	Yes	Yes

iv) Stakeholders Relationship Committee

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

Sl. No. Name of the Director	Date of meeting held during the FY 2024-25 06/03/2025
1. Ms. Tracy Tulassne Caesar	Yes
2. Mr. Ishach Sainuddin	Yes
3. Mr. Jayagosh Unni Srambikkal	Yes

v) Independent Directors Meeting

During the Financial Year under review, a separate Meeting of the Independent Directors was held on 17^th February, 2025 without the attendance of Non-Independent Directors and the Management of the Company. The Independent Directors, in their separate meeting held on 17^th February 2025: (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 flow of information between the company management and the Board that is necessary for the Board to effectively duties.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

21. 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 thereunder. M/s. G. Joseph & Associates will hold office until the conclusion of the 36 ^th Annual General Meeting, scheduled to be held in the year 2028-29.

ii. Secretarial Auditor

Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 13^th November, 2024 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 2024-25.

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 31 ^st March 2025. Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2024-25 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 Committee, at its meeting held on 24^th July, 2024 had appointed M/s. Joseph & Co. (Firm Registration No. 012843S), Practicing Chartered Accountant Firm as Internal Auditor of the Company to undertake an Internal audit of the Company for the Financial Year 2024-25. The Audit Committee periodically reviews and implements the recommendations of Internal Auditors.

22. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE 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, 2025. The Auditors Report for the Financial Year ended 31^st

March, 2025 hasnoqualifications,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 except the following: As per sub-regulation (2) of Regulation 26A of The Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015, any vacancy in the of the Chief Financial Officer shallbefilledby the listed entity at the earliest and in any case not later than three months from the date of such vacancy. The Chief Financial Officer (CFO) of the Company had vacated his office on 30/01/2024 and the said vacancy was filled by the Board of Directors on 28/05/2024, which is after three months from the date of such vacancy. Exemption of Regulation 26A for SME listed Companies came into effect from 13/12/2024 onwards. Managements Reply to the observation The delay in finalizingthe re-appointment was due to the initial plan for Mr. Ishach Sainuddins wife to assume the role of Chief Financial -sonal reasons, Mr. Ishach Sainuddin was subsequently re-appointed.

23. 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 specifiedunder Section 143(12) of the Act, read with the Companies (Audit and Auditors) Rules, 2014. Therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

24. 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.

25. 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.

26. 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. The 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 specified under Rule 15 of Companies (Meeting of Board and its Power) Rules, 2014 and hence approval of shareholders was not required.

27. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

28. 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 Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorption, for the financial year ended 31/03/2025 is attached herewith asAnnexure 4 to this report. The foreign exchange earnings during the year under review is Rs. 653.24 lakhs and foreign exchange outgo during the year is Rs. 238.67 lakhs.

29. 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 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.

30. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

In pursuance 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.

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

Duringtheyearunderreport,there were no significant orders passed by the regulators or courts or tribunals impacting the going concern status or operations of the Company in future.

32 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, 2025 will be available on the Companys website at https://www.holmarc.com/annual_report.php#committees.

33.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, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee to address any concerns related to sexual harassment at the 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

34. 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.

35. 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.

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 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 UN-

DER 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 ONE TIME 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 the Company during the period under review.

41. DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING LISTED ENTITIES

During the year under review there were no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnels, employees of the Company among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to impact the management or control of the Company or impose any restriction or create any liability upon the Company.

42. 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) preven -tion and detection of frauds / errors (d) accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information

43. 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 Compliance Officer of the Company is responsible for monitoring adherence to the said Regulations.

The Code is displayed on the Companys website at https://www.holmarc.com/pdf/code_of_prac-tices_for_fair_disclosure_of_UPSI.pdf.

44. ACKNOWLEDGEMENT:

Your Directors express their appreciation for the assistance and co-operation received from the financial institutions, 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. For and on behalf of the Board of Directors

SD/-	SD/-
JOLLY CYRIAC	ISHACH SAINUDDIN
MANAGING DIRECTOR	WHOLE TIME DIRECTOR AND CFO
DIN: 00409364	DIN: 00409402

 

SD/-	SD/-
G UNNIKRISHNA KURUP	PARVATHY V
WHOLE-TIME DIRECTOR	COMPANY SECRETARY &
DIN: 07622598	COMPLIANCE OFFICER