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Silver Touch Technologies Ltd Directors Report

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May 29, 2026|05:30:00 AM

Silver Touch Technologies Ltd Share Price directors Report

Dear Shareholders,

The Board of Directors is pleased to present the Thirty-First (31 st ) Annual Report of the Company, along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31 st March, 2025 outlining the performance, key developments, and strategic initiatives undertaken by the Company during the year under review.

FINANCIAL HIGHLIGHTS

Your Companys Financial highlights for the year ended 31 st March, 2025 as follows: (All amount in INR Lakh)

PARTICULARS STANDALONE CONSOLIDATED
2024-25 2023-24 2024-25 2023-24
Revenue from Operations 26,663.16 20,676.58 28,838.01 22,430.29
Other Income 305.29 248.45 332.69 297.43
Total Income 26,968.44 20,925.03 29,170.71 22,727.73
EBITDA (Earnings before interest tax depreciation Amortiztion ) 3,962.58 2,629.82 4,084.35 2,797.04
Finance Cost 365.97 143.98 387.13 147.44
Depreciation , Amortiztion , Impairment 555.14 356.70 705.03 496.95
Profit (Loss) before tax 3,041.47 2,129.14 2,992.19 2,152.64
Tax Expense 711.00 560.00 711.00 560.00
Current Tax 41.42 (22.55) 41.39 (22.55)
Deferred Tax 20.23 8.95 20.23 8.95
Net Profit After Tax 2,268.82 1,582.73 2,219.57 1,606.24
Paid-up Equity Share Capital 1,268.10 1,268.10 1,268.10 1,268.10
Basic Earnings per Equity Share (in ) 17.89 12.48 17.50 12.67
Reserves 11,812.17 9,633.37 12,102.67 10,019.41

The financial statements have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act, read with relevant rules.

HIGHLIGHTS OF PERFORMANCE

1. REVENUE GROWTH

The company reported strong growth in revenue from operations , reflecting positive business trac on across its segments: Standalone revenue increased from 20,676.58 Cr in FY24 to 26,663.16 Cr in FY25, marking a robust 29% year-on-year growth .

Consolidated revenue rose to 28,838.01 Cr from 22,430.29 Cr, a 28.5% growth , suggesting improved performance from subsidiaries or joint ventures as well.

2. OPERATIONAL PERFORMANCE Strong EBITDA Growth

The companys EBITDA (Earnings Before Interest, Tax, Depreciation and Amortiztion ) saw significant improvement: Standalone EBITDA increased by 50.7% , from 2,629.82 Cr to 3,962.58 Cr. Consolidated EBITDA grew 46.0% , reaching 4,084.35 Cr from 2,797.04 Cr.

3. PROFIT BEFORE TAX (PBT) AND NET PROFIT

Despite higher interest and depreciation expenses, the company maintained healthy pro tability: Standalone PBT rose 42.9% to 3,041.47 Cr, while Consolidated PBT was 2,992.19 Cr, up 39%.

Net Profit (Standalone) grew by 43.3% , from 1,582.73 Cr to 2,268.82 Cr.

Net Profit (Consolidated) stood at 2,219.57 Cr, up 38.2% .

4. OVERALL PERFORMANCE: The company has delivered financial performance in FY 2024 25, with: Strong double-digit growth in revenues and profits Significant improvement in opera ng margins (EBITDA) Enhanced returns to shareholders through rising EPS

Continued investments visible through higher depreciation and nance costs The rising nance costs suggest that the company is in a growth phase , possibly investing in infrastructure, capacity expansion, or new ventures. Yet, it has managed to maintain and even improve pro tability, reflecting strong management execu on and strategic clarity .

KEY FINANCIAL RATIOS (STANDALONE BASIS)

PARTICULARS 2024-25 (%) 2023-24 (%)
Debtors Turnover Ratio 3.51 3.32
Inventory Turnover Ratio 213.97 260.14
Current Ratio 1.99 3.12
Debt/Equity Ratio 0.33 0.10
Debt Service Coverage Ratio 1.08 16.80
Net Profit Margin 0.09 0.08
Return on Net worth 0.19 0.16
Net capital turnover ra o 3.25 2.58

TRANSFER TO GENERAL RESERVES

During the Year under review, no amount has been transferred to General Reserves.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the financial year ended March 31, 2025.

DIVIDEND

The Board of Directors, at their meeting held on Thursday, 31 st July, 2025, declared a nal dividend of Rs. 0.50 (Rupees Fi y Paisa) per equity share, represen ng a 5% dividend on the face value of Rs. 10 each of the Companys fully paid-up equity capital.

The record date for determining shareholders eligible for the dividend is Tuesday, 19 th August, 2024. The payment of the dividend is subject to the approval of the shareholders at the upcoming Annual General Meeting to be held on Tuesday, 26 th August, 2025. Companies are obligated to deduct applicable income taxes from dividends before payment.

The Company recommended/declared dividends as under:

PARTICULAR DIVIDEND PER SHARE DIVIDEND PER SHARE
FY 2024-25 FY 2023-2024
Interim dividend NA NA
Final dividend (At 5 % & 5 % of Face Value of Rs. 10 per share respec vely) Rs. 0.50 Rs. 0.50
Total dividend Rs. 0.50 Rs. 0.50

Pursuant to Section 91 & other applicable provisions of the Act and in accordance with the Regulation 42 of the Listing Regulation s, the Register of Members and Share Transfer Book of the Company shall remain closed from Wednesday, 20 th August, 2025 to Tuesday, 26 th August, 2025 (both days inclusive) for taking record of the Members of the Company for the purpose of ensuing 31 st Annual General Mee ng.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any unpaid / unclaimed amount of dividend or any shares to Investor Educa on and Protec on Fund during the financial year ended March 31, 2025.

PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

Your Company had the following subsidiaries as on March 31, 2025:

1. Silver Touch Technologies Inc.

2. Silver Touch Technologies (UK) Limited

3. Silver Touch Technologies Canada Limited

4. Vision Autotests Private Limited (formerly known as Shark Iden ty Private Limited)

5. Silver Touch Auto Tech Private Limited

6. Ai4Pharma Tech Limited

None of the above companies ceased to be a subsidiary during the financial year ended 2024-25.

Your Company had the following Joint Venture or Associate Company as on March 31, 2025.

1. Silver Touch Technologies SAS

2. Lime So ware Limited

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys Subsidiaries in Form AOC-1 is enclosed as Annexure A to this report. The consolidated financial statement of the Company forms part of this annual report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate financial statements in respect of subsidiaries, are available on the website of the Company at h ps://www.silvertouch.com/investors/ .

As on the financial year ended March 31, 2025, none of the subsidiaries of the Company was iden ed as material subsidiary within the meaning of Regulation 16(1)(c) of Securities and Exchange Board of India ( Listing Obliga ons and Disclosure Requirements) Regulation s 2015 (SEBI Listing Regulation s).

SHARE CAPITAL

The Summary of the Share Capital during the FY 2024-2025 is given below:

(Amount in Rs.)

Authorized Capital Rs. 16,00,00,000/-
Issued Capital Rs. 12,68,10,000/-
Subscribed Capital Rs. 12,68,10,000/-
Paid- up Capital Rs. 12,68,10,000/-

BUY BACK OF SECURITIES

The Company has not bought back any of its securi es during the year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Op on Scheme to the employees.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on the National Stock Exchange of India Limited ( SYMBOL : SILVERTUC) and BSE Limited ( Scrip Code: 543525). The company has fulfilled its obliga on to pay the Annual listing fees for the financial year 2024-2025 to both of the Stock Exchanges.

CREDIT RATING

During the year under review, The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobiliza on of funds in India or abroad during the financial year ended 31 st March, 2025.

However, your company has obtained Credit ra ng from Infomerics Valua on and Ra ng Private Limited.

Ra ng Agency Long Term Rating Short Term Rating
Infomerics Valua on and Rating Private Limited IVR BBB+ IVR A2

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

As of March 31, 2025, the Companys Board comprised ten (10) members, including Five (05) Executive Directors and Five (05) Independent Directors. Comprehensive details regarding the composi on of the Board and its committee s, the tenure of Directors, and other per nent informa on are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. In accordance with applicable listing regula ons, the Board has idenfied the core skills, exper se, and competencies deemed essen al for the e ec ve discharge of its responsibili es in the context of the Companys business. These key a ributes are also detailed in the Corporate Governance Report.

SR. NO. NAME OF THE DIRECTOR DIN CATEGORY
1 Vipul Haridas Thakkar 00169558 Chairman and Managing Director
2 Jignesh Amratlal Patel 00170562 Whole Time Director
3 Minesh Vinodchandra Doshi 00306106 Whole Time Director
4 Palak Vinubhai Shah 00306082 Whole Time Director
5 Himanshu Jain 00454477 Whole Time Director
6 Gayatri Mukul Doctor 02012395 Independent Director
7 Piyushkumar Mithileshkumar Sinha 00484132 Independent Director
8 Apurva Bhaskar Damani 03280309 Independent Director
9 Sandeep Shah 00807162 Independent Director
10 Jignesh Ashwinbhai Shah 02786683 Independent Director

MEETINGS OF THE BOARD OF DIRECTORS

Four (4) meeting s of the Board were held during Financial Year 2024-25. Details of the meeting s and a endance thereat form a part of the Corporate Governance Report.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Mr. Himanshu Jain (DIN: 00454477) and Mr. Palak Vinubhai Shah (DIN: 00306082) re res by rota on at the ensuing AGM and being eligible, have offer ed themselves for re-appointment.

Brief details of Mr. Himanshu Jain (DIN: 00454477) and Mr. Palak Vinubhai Shah (DIN: 00306082), who are seeking re-appointment, are given in the No ce of the Annual General Mee ng.

KEY MANAGERIAL PERSONNEL (KMP)

Following are the KMPs of the Company in terms of Section 203 of the Act as on March 31, 2025:

NAME OF THE KEY MANAGERIAL PERSONNEL DESIGNATION
Vipul Haridas Thakkar Chairman and Managing Director
Paulin Vinodbhai Shah Chief Financial Officer
Kashish Arjunbhai Purohit* Company Secretary and Compliance Officer

During the Year under review, Mr. Vishnu Harjivanbhai Thaker, Company Secretary and Compliance Officer of the company resigned with effect from 10 th January, 2025. *Ms. Kashish Arjunbhai Purohit was appointed as Company Secretary and Compliance Officer of the company with effect from 31 st January, 2025.

SENIOR MANAGEMENT

As on the date of this report, The Senior Management of the Company comprises of following person(s):

SR. NO. NAME OF THE PERSONNEL DESIGNATION
1 Rachit Patel Global Delivery Head
2 Yusuf Gandhi Head of Digital Transforma on
3 Vinod Kadia Vice President - Infrastructure Services
4 Mihir Joshi Senior Vice President - Business Development
5 Pankaj Kumar Jha Vice President E- Governance

BOARD GOVERNANCE

Board governance refers to the overall framework that de nes the structure and functioning of the Board of Directors. It encompasses key aspects such as the composion and roles of the Board, Chairman, and individual Directors; Board diversity; criteria for independence; tenure and re rement policies; and the forma on of various Board committee s. It also includes processes related to the nomina on, appointment, induc on, and development of Directors, as well as their remunera on. Addionally, it involves oversight of subsidiary performance, adherence to the code of conduct, and con nuous evalua on of Board e ec veness.

BOARD DIVERSITY

The company acknowledges the importance of board diversity and has established guidelines to ensure a range of perspec ves, including diverse thoughts, knowledge, skills, regional and industry experience, cultural and geographical background, gender, age, ethnicity, and race. These guidelines are aligned with applicable laws and regula ons and the companys specific business needs.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

Your Company has received necessary declara ons and disclosures from its Independent Directors under Section 149(7) and Section 184(1) of the Act stating that they meet the criteria of independence as laid down in Secon 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulation s and have disclosed their interest in the Form MBP-1. All the Directors have cer ed that they are not disqualified under sec on 164 of the Act. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

The Board of the Company has taken the disclosures on record a er verifying the due veracity of the same.

In the opinion of the Board, all the Independent Directors possess the integrity, exper se and experience including the pro ciency required to be Independent Directors of the Company, fulfill the condi ons of independence as specified in the Act and the SEBI Listing Regulation s and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. All the Independent Directors of the Company are also registered with the databank of Independent Directors as required under the provisions of the Companies Act, 2013.

COMPLIANCE WITH CODE OF CONDUCT

All Board members and Senior Management Personnel have a rmed their compliance with the Companys Code of Conduct for Financial Year 2024-25. A declara on to this effect signed by the Managing Director & CEO is included in this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards (SS) i.e., SS-1 and SS-2 issued by the Ins tute of Company Secretaries of India on Mee ngs of the Board of Directors and General Mee ngs respec vely during the financial year ended 2024-25.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provision of sec on 134(3)(c) of the Act and based on the informa on provided by the Management, the directors state that:

in the prepara on of the annual accounts, the applicable Accounting Standards have been followed along with proper explana on rela ng to material departures;

they have selected such accounting policies and applied them consistently and made judgments and es mates 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 Financial Year 2024-25 and of the profit of the Company for that period;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregulari es;

they have prepared the annual accounts on a going concern basis;

they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were opera ng effectively ; and

they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively .

BOARD COMMITTEES

The company has established Six (6) committee s in accordance with the requirements of the Act, its associated rules, and the Listing Regulation s. Detailed information regarding these committee s can be found in the corporate governance report forming part of this annual report. The following committee s were active during the Financial Year 2024-25.

Details of Commiees along with their terms of reference, composition and attendance of Members at the meeting of the Committee s are provided in the Corporate Governance Report.

BOARD COMMITTEES AND NUMBER OF MEETINGS

Sr. No. Name of Committee Number of Mee ngs held during the year
1 Audit Commiee 4
2 Nomination and Remunera on Committee 3
3 Stakeholders Rela onship Committee 3
4 Corporate Social Responsibility Committee 2
5 Internal Complaint Committee -
6 Tender and Finance Committee 11

The report on corporate governance provides detailed information about these meeting s, including those of other committee s, their dates, and the attendance of individual directors.

COMMITTEE RECOMMENDATIONS

During the year, recommenda ons of all the Committee s constituted by the Board were in accordance with the Act and the same were accepted by the Board.

BOARD PROCESSES, PROCEDURES AND PRACTICES

The Company places strong emphasis on maintaining a diverse and knowledgeable Board that active ly contributes toward realizing its vision. It follows structured processes and established best prac ces to ensure e ecve leadership and sound decision-making.

The Boards functioning encompasses key procedural elements such as circula on of agendas, convening of meeting s, decision-making during meeting s, naliza on of minutes, and oversight of Board committee s. The Company consistently adheres to industry best prac ces in organizing and conductingmeeting s of the Board and its commiees.

In compliance with regulatory requirements, the Company ensures that a minimum of four Board meeting s are held annually, with the interval between any two consecutive meeting s not exceeding 120 (One Hundred Twenty) days. No ces, detailed agendas, and relevant supporting materials are circulated in advance to all Directors. In exceptional circumstances, documents may be tabled during the meeting with the Boards approval, enabling mely and informed delibera ons.

Board meeting s are designed to promote open, balanced, and construc ve discussions, with the Chairman ensuring that adequate me is allocated for the considera on of strategic ma ers.

The Company provides the information as set out in Regulation 17 read with Part - A of Schedule II of the Listing Regulation s, to the Board and the Board Committee s to the extent it is applicable and relevant. Such information is submi ed either as a part of the agenda papers in advance of the respec ve meeting s by way of presenta on and discussions during the Mee ngs. With the unanimous consent of the Board, all Unpublished Price Sensitive Informa on (UPSI) is circulated to the Board at a shorter no ce before the commencement of the meeting securely.

ANNUAL EVALUATION OF THE BOARD & INDIVIDUALS ON ITS PERFORMANCE AND COMMITTEES

In accordance with the provisions of the Companies Act, 2013 and the SEBI ( Listing Obliga ons and Disclosure Requirements) Regulation s, 2015, the Board undertook an annual performance evalua on of its own functioning , that of individual Directors, including Independent Directors, as well as its various Commiees namely the Audit Commiee, Nomination and Remunera on Committee , Stakeholders Rela onship Committee , Corporate Social Responsibility Committee , Internal Complaint Committee and Tender, Investment and Finance Commiee. The evalua on process, details of which are provided in the Corporate Governance Report, was conducted using a structured ques onnaire designed separately for the Board, its Committee s, the Chairman, and individual Directors.

The assessment covered key parameters such as Board e ec veness, transparency and quality of discussions, informationflow between management and Directors, Board dynamics, composion, and Directors understanding of their roles and responsibili es. Committee performance was evaluated based on their effectiveness in discharging their respec ve mandates. The performance of individual Directors was also assessed through peer evalua on, focusing on their par cipa on in delibera ons, knowledge of relevant ma ers, and awareness of evolving trends. The performance evalua on of the Chairman was carried out by the Independent Directors at a separate meeting in line with the applicable regulatory requirements.

FAMILIARIZATION PROGRAMMES

To ensure that the Board of Directors remains well-informed and active ly engaged, the Company has ins tuted a structured and ongoing Familiariza on Programme. This programme is aimed at enhancing Directors understanding of the Companys business model, industry landscape, regulatory environment, and strategic direc on.

Upon their appointment, every Director is issued a formal le er of appointment that clearly de nes their roles, responsibilies, and expecta ons. The Familiariza on Programme is par cularly beneficial for Independent Directors, providing them with comprehensive insights into the Companys operations , organiza onal structure, key policies, and long-term vision.

Directors are con nuously updated on significant developments including operational performance, market trends, regulatory changes, strategic ini a ves, and poten al risks. These interac ons are designed to facilitate a holis c understanding of the Companys functioning and to enable informed decision-making at the Board level.

Further, the Company ensures that all Directors are given full access to informa on, documents, and management personnel as required, thereby empowering them to discharge their duties effectively .

The detailed policy on the familiariza on program is available on the website at https ://www.silvertouch.com/investors/ .

COMPANYS POLICY OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In pursuance of the Companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the

Company, to harmonize the aspira ons of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act 2013, this policy on nomina on and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Commiee and approved by the Board of Directors.

The policy is available on the Companys website at https ://www.silvertouch.com/investors/ .

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulation s read with all applicable law, the Company has formed Vigil Mechanism or Whistle Blower Policy. The company has implemented a whistleblower policy to allow employees and directors to safely and con den ally report concerns about workplace issues that nega vely affect their work environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behaviour, actual or suspected fraud or viola on of the Companys Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive informa on. During the year under review, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Commiee.

The brief detail about this mechanism may be accessed on the Companys website at the web link at https ://www.silvertouch.com/investors/ .

CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real me security monitoring with requisite controls at various layers starng from end user machines to network, applica on and the data.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct (Code) to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate rela ves as per the requirements under the Securities and Exchange Board of India (Prohibi on of Insider Trading) Regulation s, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Informa on (UPSI). The Code covers Companys obliga on to maintain a digital database, mechanism for preven on of insider trading and handling of UPSI, and the process to familiarize with the sensi vity of UPSI. Further, it also includes code for pracces and procedures for fair disclosure of unpublished price sensive information which has been made available on the Companys website on https ://www.silvertouch.com/investors/ .

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure B.

ACCEPTANCE OF PUBLIC DEPOSITS

During the financial year ended 2024-25, Your Company has not accepted any deposits from the public falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act), read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits and deposits which are not in compliance with Chapter V of the Act as required under Rule 8 (5)(v) of the Companies (Accounts) Rules, 2014 is not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, investment, guarantees and securi es covered under the provisions of sec on 186 of the Companies Act, 2013 are provided in Note no. 9 of the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were in the ordinary course of business and conducted on an arms length basis, in line with the Companys Policy on Related Party Transac ons. These transactions were placed before the Board of Directors and the Audit Committee for review and approval, wherever required, at the beginning of the financial year. A statement of all Related Party Transac ons was placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transac ons.

The Company did not enter into any material related party transactions during the year under review, as defined under Section 188 of the Companies Act, 2013 read with the Companies (Mee ngs of Board and its Powers) Rules, 2014. Accordingly, the disclosure of par culars of such transactions in Form AOC-2, as prescribed under Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.

The parculars of contracts or arrangements entered into with the related party are set out in Note 36(d) to the Standalone Financial Statements of the Company forming part of the Annual Report. The Company in terms of Regulation 23 of the SEBI Listing Regulation s submits within the s pulated me from the date of publica on of its standalone and consolidated financial results for the half year, disclosures of related party transactions to the stock exchanges, in the format specified in the relevant accounting standards and SEBI.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on 31 st March 2025, the CSR committee comprised of Three (3) directors viz., Mr. Vipul Haridas Thakkar (DIN: 00169558) as Chairman, Mr. Jignesh Amratlal Patel (DIN: 00170562), and Mr. Apurva Damani (DIN: 03280309) as members.

Detailed information on CSR Policy, its salient features, CSR initiatives undertaken during the year, details pertaining to spent and excess spent amount forms part of Annual Report on CSR activities as Annexure C.

The CSR policy has been hosted on the website of the Company and can be accessed at https ://www.silvertouch.com/investors/ .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conserva on of energy, technology absorp on and foreign exchange earnings and outgo s pulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 during the year are as stated below.

(A) CONSERVATION OF ENERGY
(i) the steps taken or impact on conserva on of energy (ii) the steps taken by the company for u lizing The activities carried out by the Company during the year under review are not power intensive and the cost of the energy is insignificant .
alternate sources of energy (iii) the capital investment on energy conserva on equipment Further, the Company is not carrying out any manufacturing activities . However, as measure of power conserva on, the company has iniated installing LED based electric u li es and instruments which conserve power.
( B) TECHNOLOGY ABSORPTION The Company has not imported any technology during the year under review.
(i) the efforts made towards technology absorp on
(ii) the benefit s derived like product improvement, cost reduc on, product development or import subs tu on
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) the details of technology imported; the year of import; whether the technology been fully observed; if not fully absorbed, areas where absorp on has not taken place, and the reason thereof; and
(iv) the expenditure incurred on Research and Development
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual in flows during the year The foreign exchange in flows during the year under review amounted to Rs. 1,953.52 Lakh
The Foreign Exchange outgo during the year in terms of actual ou lows The foreign exchange ou lows during the year under review amounted to Rs. 34.09 Lakh

STATUTORY AUDITORS

M/s Ambalal Patel & Co , Chartered Accountants, (ICAI Firm Registra on No. 100305W) were appointed as the Statutory Auditors of the Company by the members of the Company at the 29 th (Twenty Ninth) Annual General Meeting (AGM) of the Company held on 20 th Day of September, 2023 to hold office upto the conclusion of the 34 th Annual General Meeting to be held in the year 2028. They have con rmed that they are not disqualified from con nuing as the Statutory Auditors of the Company.

The Auditors Report on the Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 2024-25, with an unmodified opinion, as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual Report. The Auditors Report on financial statements of the Company for the year ended March 31, 2025 does not contain any quali ca ons, reserva ons or adverse remarks.

SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Sandip Sheth & Associates, Company Secretaries, Ahmedabad, was appointed as a Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The report issued by the Secretarial Auditor is enclosed as Annexure D.

During the period under review Promoters/Designated Persons have executed trades in the securi es of the Company, which is required to be disclosed under regulaon 7(2) of the

SEBI (PIT) Regulation s, 2015 as a part of con nual disclosure. Provisions reads as Every promoter , [member of the promoter group], [designated person] and director of every company shall disclose to the company the number of such securi es acquired or disposed of within two trading days of such transacon if the value of the securies traded, whether in one transac on or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be speci ed.

During the period under review, certain trades in the securities of the Company by the Promoters were not disclosed to the Company within the prescribed meline under Regulaon 7(2) of the SEBI (Prohibion of Insider Trading) Regulation s, 2015. This resulted in a delay in compliance with the disclosure requirements.

Ac on taken: Upon receipt of the delayed in ma on, the Company promptly made the necessary disclosures to the stock exchange in accordance with the applicable regula ons. The Promoters were appropriately guided regarding the importance of mely disclosure of trades within two trading days, as mandated under the SEBI (PIT) Regulation s, 2015. The Company remains committed to ensuring continued compliance and strengthening internal awareness protocols to avoid recurrence.

The requirement of conducting Secretarial Audit was not applicable to any of the subsidiaries of the Company during the financial year ended 2024-25.

Further, the Board of Directors at their meeting held on 31 st January, 2025 have appointed M/s Sandip Sheth & Associates , Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2024-25.

INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s Rajiv Ahuja & Associates , Chartered Accountants, were appointed as Internal Auditors of the Company to undertake the Internal Audit of the Company for Financial Year 2024-25. During the year, the Company continued to implement its sugges ons and recommenda ons to improve the control environment. Their scope of work included, review of processes for safeguarding the assets of the Company, review of operational efficiency , effectiveness of systems and processes, and assessing the internal control strengths in all areas.

Further, the Board of Directors at their meeting held on 8 th May, 2024 have appointed M/s Rajiv Ahuja & Associates, Chartered Accountants, for conducting Internal Audit of the Company for the financial year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the financial year ended 2024-25, neither the statutory auditors nor the secretarial auditor has reported to the Audit Commiee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud commi ed against the Company by its o cers or employees.

COST RECORDS AND COST AUDIT REPORT

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act is not applicable for the business acvi es carried out by the Company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has internal financial control and risk miga on system, which is constantly assessed and strengthened. The Company also conducts internal audits from me to me. The Audit Committee active ly reviews the internal audit report, adequacy and effecttiveness of the internal financial control and suggests improvements for the same.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting your Companys financial position since the end of the Financial Year of the Company and date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Listing Regulation s, 2015 forms a part of the Annual Report.

ANNUAL RETURN

A copy of the annual return as required under sec on 92(3) of the Act in the prescribed form which will be led with the Registrar of Companies / Ministry of Corporate A airs within the regulatory melines is hosted on the Companys website and can be accessed at https ://www.silvertouch.com/investors/ .

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a Policy for Preven on of Sexual Harassment of Women at workplace, to provide protec on to employees at the workplace and for preven on and redressal of complaints of sexual harassment and for ma ers connected or incidental thereto, with the objecve of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. During the financial year ended 2024-25, the Company did not receive any complaint under the Policy for Preven on of Sexual Harassment of the Company.

The Com position of the said committee as on the date of this report is as follows:

1. Ms. Shayamala Sharma

2. Ms. Hely Khadediya

3. Ms. Kashish Purohit

4. Mr. Vijay K. Shah (External Member NGO)

The following is a summary of sexual harassment complaints received and disposed of during the Financial Year ended 2024-25:

Sr No. Parculars No. of Complaints
1 No of complaints at the beginning of the year NIL
2 No. of complaints led during the financial year ended 2024-25 NIL
3 No. of complaints disposed o during the financial year ended 2023-24 NIL
4 No. of complaints pending as on March 31, 2025 NIL

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefit s prescribed under the Act, including paid maternity leave, con nuity of salary and service during the leave period, and post-maternity support such as nursing breaks and exible return-to-work op ons, as applicable. The Company remains commi ed to fostering an inclusive and suppor ve work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant or material order was passed during the period under review, by the Regulators or Courts or Tribunals bearing an impact on the going concern status and Companys operations in future.

CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of the Listing Regulation s, a certificate from the Chief Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended 31 March 2025 adequacy of the internal control measures and ma ers reported to the Audit Commiee, is provided in this Report as Annexure -H.

DECLARATION SIGNED BY THE CEO/MANAGING DIRECTOR STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

The Annual Report includes a declara on by the Managing Director confirming that all Directors and Senior Management Personnel adhered to the Companys Code of Conduct during the FY 2024-2025. This declaration is required by Schedule V of the Securities and Exchange Board of Indias Listing Obliga ons and Disclosure Requirements Regulation s 2015.

The detail policy on the Code of Conduct is available on the website at https ://www.silvertouch.com/investors/ .

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there were no applica ons led or any proceedings pending in the name of the company under the Insolvency and Bankruptcy Code (IBC), 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

The Company has not made any one-me se lement for loans taken from the Banks or Financial Institutions , and hence the details of differ ence between amount of the valua on done at the me of one- me se lement and the valua on done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

ACKNOWLEDGEMENT

The Board of Directors of Silver Touch Technologies Limited extends its hear elt apprecia on to all stakeholders who have contributed to the Companys continued growth and success during the year under review. We are especially grateful to our employees for their unwavering dedica on, professionalism, and alignment with the Companys vision. Their commitment to excellence and reless efforts across all levels have been pivotal in driving operational resilience and delivering consistent performance. The Board also acknowledges with sincere gra tude the support and confidence extended by our shareholders, valued clients, business partners, bankers, distributors, service providers, and vendors, whose collabora on has been integral to our progress.

We further express our apprecia on to market intermediaries, financial institutions, and other ecosystem partners for their active role in supporting the Companys strategic inia ves and expansion. Our sincere thanks go to our consumers and the broader tech community for their continued engagement, which energizes our mission to deliver cu ng-edge digital solu ons. The Board deeply values the support received from the Government of India, various State Governments, and concerned departments, as well as from financial ins tu ons and banks.

FOR AND ON BEHALF OF THE BOARD
SILVER TOUCH TECHNOLOGIES LIMITED
Sd/-
VIPUL HARIDAS THAKKAR
CHAIRMAN AND MANAGING DIRECTOR
DIN: 00169558
Place: Ahmedabad
Date: 31.07.2025

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