S & T Corporation Ltd Directors Report

To

The Members of S & T Corporation Limited L51900MH1984PLC033178 BSE Code - 514197 (BSE)

Your Directors are pleased to present the 41 st Annual Report together with audited financial statements of the Company on Standalone and Consolidated operations for the Financial year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS

The Financial performance of your Company for the year ended March 31, 2025 is summarized below:

(Amount in Rs.in Lakhs) Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Operating Revenue	26.69	4.46	26.69	4.46
Other Income	18.85	16.68	18.85	16.68
Total Revenue	45.54	21.14	45.54	21.14
Total Expenses	38.57	36.40	41.52	36.45
Profit / (Loss) before tax	6.97	(15.26)	4.02	(15.31)
Tax Expenses	-	-	-	-
Net Profit after Tax	6.97	(15.26)	4.02	(15.31)

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which effect the financial position of the Company.

REVIEW OF OPERATIONS & STATE OF AFFAIRS

Your Company continues to engage in Real Estate Development business. During FY 24-25 Operating Revenue of the Company on standalone basis was Rs.26.69 Lakhs as against Rs.4.46 Lakhs in the previous year. Standalone operations during the year resulted in Net Profit (before tax) of Rs.6.97 Lakhs against Net loss (before tax) of Rs.15.26 Lakhs in the previous year. Consolidated operations of the Company during the year comprising of the financials of the Company and Ssavai Abode LLP (a 95% Subsidiary) resulted in Operating revenue of Rs.26.69 Lakhs and Net Profit (before tax) of Rs.4.02 Lakhs as against Operating revenue and Net Loss (before tax) of Rs. 4.46 Lakhs and Rs. 15.31 Lakhs respectively during previous year.

TRANSFER TO RESERVES & DIVIDEND

During the year under review, there was no amount transferred to General Reserves. Further to in view of carry forward losses and to conserve resources for future expansion, your Board did not recommend any dividend for FY 2024-25.

ALTERATION OF SHARE CAPITAL CLAUSE - SUB-DIVISION

After subdivision of share capital during the financial year 2022-2023, the Listed Capital of the Company on BSE Limited under new ISIN INE110Q01023 is 3,18,31,205 Equity Shares Rs. 2 (Two) each aggregating to Rs. 6,36,62,410/-. There were no changes in the Share Capital of the Company during the year under review. Companys Shares are listed on BSE Ltd. with Stock Scrip Code 514197. The Company has paid requisite Listing Fees for FY 2025-26 to BSE Ltd.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) the Corporate Governance provisions as specified in Regulations 17 to 27; Regulation 46(2)(b) to (i) and (t) and Para C, D and E of Schedule V of the SEBI Listing Regulations shall not apply to the Company. However relevant Corporate Governance disclosures are appropriately included in this report. Management Discussions and Analysis Report is annexed to this report as Annexure C.

DIRECTORS AND KEYMANGERIAL PERSONNEL

As at March 31, 2025, your Board comprises seven (7) Directors including two (2) Executive Directors viz Mr. Ajay Savai, Managing Director and Ms. Trishana Savai, Executive Director & CFO; two (2) Non-executive Directors viz. Mr. Dhaval Savai and Mr. Tejas Shah and three (3) Independent Directors viz Mr. Pramit Shah, Mr. Nipun Zaveri and Mr. Ketan Shah. Except for the Promoter Directors viz. Mr. Ajay Savai (36,79,988 - 11.56%), Ms. Trishana Savai (35,89,345 - 11.28%) and Mr. Dhaval Savai (29,18,841 - 9.17%) none of the other Directors hold any Shares of the Company.

During the year under review, Mr. Tejas Shah vacated his office as an Independent Director upon expiry of term w.e.f. close of business on June 17, 2024 and was subsequently appointed as an Additional Director in the category of Non-Executive Non-Independent Director by the Board w.e.f. July 8, 2024. The Shareholders at the Annual General Meeting held on September 13, 2024 had approved appointment of Mr. Tejas Shah as Non-Executive Director of the Company liable to retire by rotation.

As per Section 152 of The Companies Act, 2013, Ms. Trishana Savai is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Board recommends her re-appointment for approval of Shareholders. Ms. Trishana Savai does not suffer from any disqualification as prescribed u/ s. 164 of the Companies Act, 2013 from being re-appointed as Director of the Company liable to retire by rotation.

As at March 31, 2025, Mr. Ajay Savai, Ms. Trishana Savai and Mr. Shailesh Paranjape are Key Managerial Personnel of the Company in the category of Chief Executive Officer, Chief Financial Officer and Company Secretary of the Company.

None of the Directors of the Company are Director in any other Listed entities or Member / Chairperson of any statutory Board Committees of other Listed entities. None of the Directors of your Company is a Director in more than twenty companies (including ten public companies) or acts as an Independent Director in more than seven listed companies, or as Whole-time Directors in three listed companies.

Mr. Ajay Savai, Mr. Dhaval Savai and Ms. Trishana Savai are related with each other, except for this none of the other Directors are inter se related to each other.

The details of chart matrix setting out skills competence and expertise of Directors is as mentioned herein:	Skill Sets
Name of Director	Finance	Real Estate	Marketing
Ajay Savai	V	V	V
Dhaval Savai	V	V	V
Trishana Savai	V	-	V
Tejas Shah	V	V	V
Pramit Shah	V	V	V
Nipun Zaveri	V	V	V
Ketan Shah	V	V	-

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI Listing Regulations, the Independent Directors have submitted annual declarations confirming that they are eligible to continue as Independent Director(s) of the Company. Your Board confirms that the Independent Directors fulfill the condition specified in SEBI Listing Regulations and are independent of Management.

Based on disclosures and confirmations provided by all Directors, your Board confirms that none of the Directors of the Company are disqualified to continue as Directors of the Company. The certificate of non-disqualification of directors from the Secretarial Auditor forming part of this Annual report and annexed as Annexure D . All directors have financial and accounting knowledge.

NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS

During FY 2024-25, your Board of Directors met 6 (Six) times on 16 th May 2024, 8 th July 2024, 5 th August 2024, 9 th August 2024, 18 th October 2024 and 27 th January 2025. Details of attendance of Directors at the Board Meeting held during FY 2024-25 and at the 40 th Annual General Meeting held on 13 th September 2024 is as mentioned herein:

	Board Meeting						AGM
Name	16.05.24	08.07.24	05.08.24	09.08.24	18.10.24	27.01.25	13.09.24
Ajay Savai	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Dhaval Savai	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Trishana Savai	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Tejas Shah	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Pramit Shah	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Nipun Zaveri	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Ketan Shah	Yes	Yes	Yes	Yes	Yes	Yes	Yes

PERFORMANCE EVALUATION

During the year under review, as per Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, Independent Directors of the Company, in a separate meeting held on May 16, 2024 without the presence of other Directors and Management had evaluated the performance of Chairman, Non-Executive Directors, Board, Board Committees and the flow of information between the Company and Board. The performance of Independent Directors was evaluated by the Board at the Meeting held on May 16, 2024. The evaluation process was based on set criteria which inter alia included attendance and participation at the meetings etc.

BOARD COMMITTEES Audit Committee

As at March 31, 2025, the Audit Committee constituted as per Section 177 of the Companies Act, 2013 comprised of four (4) Directors including three (3) Independent Directors. During the year, the Audit Committee was reconstituted with appointment of Mr. Pramit Shah, Independent Director and Mr. Tejas Shah, Non-Executive Director as Member and cessation of Mr. Dhaval Savai, Non-Executive Director as Member w.e.f. July 8, 2024. During FY 2024-25, the Audit Committee met Six (6) times on 16 th May 2024, 8 th July 2024, 5 th August 2024, 9 th August 2024, 18 th October 2024 and 27 th January 2025.

The composition of the Audit Committee as at March 31, 2025 and particulars of attendance by the members at the meetings of the Audit Committee held in FY 2024-25 are given below:

Name	Category of Director	Number of Meeting
		Entitled to attend	Attended
Nipun Zaveri, Chairman	Independent Director	6	6
Ketan Shah	Independent Director	6	6
Dhaval Savai@	Non-Executive Director	2	2
Tejas Shah#	Non-Executive Director	5	5
Pramit Shah$	Independent Director	4	4

• Ceased as Independent Director w.e.f. 17th June 2024 and was subsequently appointed as Non-Executive

Director w.e.f. 8 th July 2024

*Ceased to be Member of the Committee w.e.f. 8 th July 2024

$ Member with effect from 8 th July 2024

Scope and Terms of reference of Audit Committee is as per SEBI Listing regulation and Section

177 of Companies Act, 2013 and broadly includes:

• recommendation of appointment, remuneration, other terms Statutory / Internal Auditors and discussion with internal auditors of any significant findings and follow up there on;

• review and monitor auditors independent and performance, and effectiveness of the audit process;

• reviewing with the management, the quarterly/half yearly/yearly financial statements before submission to the board for approval;

• oversight of Companys financial reporting process and reviewing disclosures to ensure that the financial statement is correct, sufficient and credible

• approval or any subsequent modification of transactions proposed to be entered into with related parties;

• scrutiny of inter-corporate loans and investments

• valuation of undertakings or assets of the entity, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

Nomination and Remuneration Committee

As at March 31, 2025, the Nomination and Remuneration Committee comprised of four (4) Directors including three (3) Independent Directors and (1) Non-Executive Director. During the year under review the Committee was reconstituted on July 8, 2024 with appointment of Mr. Tejas Shah, Non-Executive Director as Member and Mr. Pramit Shah as Chairperson of the Committee. During the year under review, the Committee met once on 08 th July 2024.

The composition of the Nomination and Remuneration Committee as at March 31, 2025 and particulars of attendance by the members at the Committee meetings held in FY 2024-25 are given below:

The Scope and Terms of reference of Nomination and Remuneration Committee is as per Listing regulation and Section 178 of Companies Act, 2013 broadly includes:

• formulation of criteria for evaluation of performance of independent directors and the Board of directors;

• devising a policy on diversity of Board of Directors;

• identifying and recommending persons who are qualified to become directors and who may be appointed in senior management;

• specify criteria for effective evaluation of the performance of the Board, Board Committees and Directors;

• to recommend to Board a policy, relating to remuneration for the director, key managerial personnel and other employee;

• to determine remuneration to directors, key managerial personnel and senior management STAKEHOLDERS RELATIONSHIP COMMITTEE

As at March 31, 2025, the Stakeholders Relationship Committee constituted as per Section 178 of the Companies Act, 2013 comprised of four (4) Directors, including three (3) Independent Directors and one (1) Executive Director. During the year under review, the Committee met once on 27 th January 2025.

The composition of the Stakeholders Relationship Committee as at March 31, 2025 and particulars of attendance by the members at the Committee meetings held in FY 2024-25 are given below:

Name	Category of Director	Number of Meeting
		Held	Attended
Parmit Shah, Chairman	Independent Director	1	1
Nipun Zaveri	Independent Director	1	1
Ketan Shah	Independent Director	1	1
Ajay Savai	Managing Director	1	1

Terms or reference and role of Stakeholder Relationship Committee as per Listing regulation and Section 178 of Companies Act, 2013 broadly includes:

• resolving grievances of security holders including complaints related to transfer /transmission, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

• review of measures taken for effective exercise of voting rights by shareholders;

• Review of adherence to the service standards adopted by the Registrar & Share Transfer Agent in connection with various services being rendered by it to the Company;

During the year the Company received 8 complaints and resolved 7 complaints. Accordingly, one investor complaint was pending as at March 31, 2025.

Your Board confirms that all the recommendations of the Board Committees, wherever applicable, were accepted by the Board during the year under review.

Corporate Social Responsibility Committee

Section 135 of the Companies Act, 2013 mandating inter alia for constitution of Corporate Social Responsibility (CSR) Committee or approving CSR policy or making CSR contributions are not applicable to the Company as the Company does not meet the threshold prescribed under the said provisions.

Finance Committee

Additionally, to facilitate day-to-day banking operations and to exercise borrowing and other powers as per Section 179 of the Companies Act, 2013, the Board of Directors have constituted Finance Committee comprising of Promoter Directors viz. Mr. Ajay Savai, Mrs. Trishana Savai and Mr. Dhaval Savai. During the year Finance Committee met three times.

GENERAL MEETINGS

Details of the location and time of General Meetings held during the last three years along with particulars of Special Resolution passed at the said Meetings are as mentioned herein:

Details of General Meeting	Special Resolutions passed
38 th Annual General Meeting held on Friday, August 5, 2022 at 12 Noon at Registered Office	- Approve related party transactions u/s 186 & 188 - To change Object Clause of the Memorandum of Association of the Company - Adoption of Articles of Association as per the provisions of The Companies Act, 2013 - To Increase limit of Borrowings up to Rs.250 Crore under Section 180(1)(C) of Companies Act, 2013 To Increase limit of Inter Corporate Loans, Investment, Guarantee or Security up to Rs.250 Crore under Section 186 of Companies Act, 2013
Extra Ordinary General Meeting held on Saturday, December 3, 2022 at 2.00 p.m. via Video Conferencing / Other Audio Visual Means with deemed location as Registered Office	- Sub-Division of Equity Shares of the Company - Alteration of Capital Clause of Memorandum of Association of the Company consequent upon Sub-division - Re-appointment of and Approval of remuneration payable to Mr. Ajay Savai as Managing Director of the Company - Re-appointment of and Approval of remuneration payable to Mr. Dhaval as Executive Director & CFO of the Company Re-appointment of and Approval of remuneration payable to Ms. Trishana Savai as Executive Director of the Company
39 th Annual General Meeting held on Thursday, September 28, 2023 at 2.00 p.m. via Video Conferencing / Other Audio Visual Means with deemed location as Registered Office	- To re-appoint Mr. Nipun Zaveri (DIN: 03184387) as Independent Director for 2nd term of 5 years from 29th February 2024 - To re-appoint Mr. Pramit Shah (DIN:01960991) as Independent Director for 2nd term of 5 years from 29th February 2024 - Regularization of appointment of Mr Ketan Shah (DIN: 03338785) as Independent Director for 5 years from March 23, 2023 To authorize, pursuant to Section 180(1)(a) of the Companies Act, 2013, Board of Directors to create charge on assets of the Company to secure borrowings upon limits approved by Shareholders pursuant to Section 180(1) (c)
40 th Annual General Meeting held on Friday, September 13, 2024 at 3.00 p.m. via Video Conferencing / Other Audio Visual Means with deemed location as Registered Office	- Confirmation of appointment of M/ s. MLR And Associates LLP, Chartered Accountants as Statutory Auditor -Confirmation of appointment of M/ s. MLR And Associates LLP, Chartered Accountants, as Statutory Auditor for 5 years -Regularisation of appointment of Mr Tejas Shah (DIN: 00079082) as Non-Executive Non-Independent Director liable to retire by rotation.

All the above resolutions were passed with requisite majority. None of the resolutions proposed at the ensuing Annual General Meeting needs to be passed by Postal Ballot.

POLICIES Code of Conduct

The Board of Directors has adopted Code of Conduct for the Directors and Senior Management. The said Code has been communicated to all the Directors and Members of Senior Management and they have affirmed their compliance with the Code of Conduct as approved and adopted by the Board of Directors. A declaration to the effect that the Directors and Senior Managerial Personnel have adhered to the same, signed by the Managing Director of the Company, is as mentioned herein. Copy of the Code has been uploaded on the Companys website at Microsoft Word - Code of Conduct for Directors ( www.stcl.co.in )

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT I confirm that the Company has obtained from all Directors and Senior Management Personnel of the Company their affirmation of compliance with the Code of Conduct for Members of the Board and Senior Management of the Company for the financial year ended March 31, 2025.

S/d

Mr. Ajay Savai Managing Director DIN: 01791689

Familiarisation Programme for Independent Directors

Independent Directors are familiarized with their roles, rights and responsibilities at the time of their appointment as Directors and regular business updates are provided at the Board /Board Committees meeting held for consideration of periodic financial results. The details of familiarization program can be viewed on Companys website at familiarisation-programme.pdf (stcl.co.in)

Whistle Blower & Vigil Mechanism Policy

The Board of Directors had adopted the Whistle Blower and Vigil Mechanism policy to deal with instances of fraud and mismanagement, if any. Copy of the Policy is available in Investor section of the Company website at https:/ / www.stcl.co.in/assets/pdf/ whistleblower-policy.pdf .

The policy has been functioning effectively and no Personnel was denied access to the Audit Committee.

Policy on Related Party Transaction

All related party transactions entered into during the year were approved by the Audit Committee. The Company has adopted the Policy on Related Party Transactions in line with the requirement of Act as amended from time to time, which is available on the website of the Company at https:/ /www.stcl.co.in/assets/pdf/policy-related-party-transactions.pdf . There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) were not material, in ordinary course of business and on arms length terms and therefore the details of contract or arrangement with related parties required to be reported in AOC 2 is Nil. Details of related party transactions as per Accounting Standards are disclosed in Notes to Financial Statement forming part of the Annual Report.

Policy on Directors appointment and remuneration and other details

The Companies policy on appointment of Directors is available on website of the Company at https://www.stcl.co.in/assets/pdf/ policy-criteria-procedure-for-appointment-and- evaluation-of-performance.pdf

Policy on Documents Preservation

The details of policy can be viewed at https:/ /www.stcl.co.in/assets/pdf/preservation-of- documents-and-archival-policy.pdf

Insider Trading Code

Copy of Insider Trading Code as per SEBI (Prohibition of Insider Trading) Regulations is available on website at https://www.stcl.co.in/assets/pdf/Insider%20Trading%20Code.pdf.

Policy for determination of materiality of event of information

The objective of this Policy is to assist the employees of the Company in identifying potential material events or information in an objective manner that may originate at the ground level which can be promptly escalated and reported to the authorised Key Managerial Personnel or other officers of the Company, as specified in this Policy, for determining the materiality of the said event or information and for making necessary disclosure to the BSE Limited. The details of policy available in Investor section on the website of the Company at https://www.stcl.co.in/assets/pdf/Poilicv%20for%20determination%20of%20Materality%20of % 20Events % 20or % 20Information.pdf

Fair disclosure policy

Code of practices and procedures for Fair Disclosure of unpublished price sensitive information (UPSI) which would be followed by the Company for disclosure of UPSI. Fair Disclosure Policy shall be binding upon all the employees, officers, directors and the persons authorised to speak on behalf of the Company. The details of fair disclosure of policy can be viewed at www.stcl.co.in/assets/pdf/Policy%20On%20Fair%20Disclosure.pdf

INFORMATION ABOUT SUBSIDIARY/ JV/ASSOCIATE COMPANY

M/ s. Ssavai Abodes LLP wherein the Company holds 95% stake continues to be subsidiary of the Company. There was no acquisition of divestment of stake in any of its Subsidiary/Joint Venture / Associate during the year under review. Relevant financial details of the said Subsidiary LLP as at March 31, 2025, in AOC-1 is annexed to this report, as Annexure A.

As per Accounting Standard the Audited Consolidated Financial Statements of the Company along with its Subsidiary forms part of the Annual Report for FY 2024-25.

STATUTORY AUDITORS

At the 40 th Annual General Meeting held on 5 th August 2024, Shareholders had approved appointment of M/s. MLR & Associates LLP, Chartered Accountants (Firm Reg No. 138605W/W100240), as Statutory Auditors of the Company to hold such office until the conclusion of 45 th Annual General Meeting to be held in the year 2030. The Statutory Audit report on Standalone and Consolidated Financial Statements for FY 2024-25 forming part of this Annual report issued by M/ s. MLR & Associates LLP, Chartered Accountants, does not include any qualification or observation. During the year under review, the Statutory Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, the Secretarial Audit for FY 2024-25 was carried out by M/ s. M P Sanghavi & Associates LLP, Company Secretaries (Firm Reg No. L2020MH007000) a Peer reviewed Firm. The report from the Secretarial Auditor forming part of this Annual report is annexed as Annexure E. The report includes a qualification stating that entire Promoter Shareholding is not held in Dematerialised Form. In this regard, one of the nonpromoter entity holding nominal shareholding in physical continues to be erroneously mentioned as Promoter shareholding historically.

COST AUDIT & INTERNAL AUDIT

The requirement of maintenance of Cost Records or appointment of Cost Auditor is not applicable to the Company. Mr. Dhaval Savai, Non-Executive Director of the Company has been designated as Internal Auditor in compliance with the requirements of Section 138 of the Companies Act, 2013.

ANNUAL RETURN

Draft of Annual Return of the Company for the year ended March 31, 2025 can be viewed on www.stcl.co.in.

DEPOSITS

The Company has neither accepted nor renewed any public deposits under Chapter V of the Act and the rules made thereunder.

LOAN GUARANTEE & INVESTMENT

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in Notes to the Standalone Financial Statements. Relevant details are as mentioned herein:

(Rs in Lakhs) Particulars	31.03.2025	31.03.2024
Investments
In Partnership Firms where Company is Partner
Rajyog Enterprise-27%	0.27	0.27
Rajyog Realtors-37.5%	0.38	0.38
Rajyog Construction-22%	0.02	0.02

In Subsidiary
Ssavai Smart Abodes LLP (95%)	0.95	0.95
Loans
Rajyog Enterprise	753.28	753.28
Rajyog Realtors	208.42	199.72
Rajyog Construction	4.21	3.58
Ssavai Smart Abodes LLP	0.60	0

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEM

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively

PARTICULARS OF EMPLOYEES

There were four (4) employees in the Company as at March 31, 2025. None of the employees draw remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Remuneration Managerial Personnel) Rules, 2014. The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure B. None of the Directors including Non-Executive / Independent Directors are paid any remuneration or Sitting fees for attending any Meeting of Board / Board Committee.

RISK MANAGEMENT

The Board of Directors of the Company has put in place process for managing risk which aims at enhancing shareholders value and providing an optimum risk-reward tradeoff.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 & MATERNITY BENEFITS ACT.

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review. The Company is in compliance with applicable provisions of the Maternity Benefits Act

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future. There are no proceedings initiated by or against the company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THERE OF:

There was no instance during the year attracting this provision

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE Considering the scale of business operations and industry in which your Company operates, the information in connection with Conservation of Entergy & Technology Absorption as mentioned

There were no foreign exchange earnings or outgo during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors of your Company hereby state and confirm that:

a) Your Directors have 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 state of affairs of your Company as at March 31, 2025 and of the profit of your Company for that year.

b) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

c) The annual accounts have been prepared on a going concern basis;

d) Your Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively.

e) Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Board places on record its sincere thanks to bankers, associates, consultants and

Government authorities for their continued support. Your Board also acknowledge the support

and confidence reposed by the Shareholders of the Company.

By Order of the Board of Directors For S & T CORPORATION LIMITED
Ajay Savai	Trishana Savai
Managing Director	Executive Director & CFO
DIN: 01791689	DIN: 07003728
Place: Mumbai Date: July 21, 2025