Silver Touch Technologies Ltd Directors Report

To,

The Members,

SILVER TOUCH TECHNOLOGIES LIMITED 2nd Floor, Saffron Building,

Near Panchwati Circle, Ambawadi,

Ahmedabad - 380 006

Your Directors have pleasure in presenting 30^th Annual Report along with the audited Financial Statements & Boards Report for the year ended 31st March, 2024.

1. FINANCIAL RESULTS:

The following are the financial highlights of the Company for the year ended 31st March, 2024.

Particulars	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Revenue from Business Operations (Net of ServiceTax/GST)	20,676.58	15,219.54	22,430.30	16,378.38
Other Income	248.45	265.07	297.43	253.89
Total Revenue/ Income	20,925.03	15,484.61	22,727.73	16,632.27
Profit/Loss before Dep. Finance Cost & Tax	2,629.82	1,736.52	2,797.04	1945.53
Less : Finance Cost	(143.98)	(136.32)	(147.44)	(138.86)
Less: Depreciation	(356.70)	(327.11)	(496.95)	(467.82)
Profit Before Tax	2,129.14	1,273.09	2,152.65	1338.85
Less :Total Tax Expense	(546.40)	(367.55)	(546.41)	(367.55)
Profit After Tax/Net Profit	1,582.74	905.54	1,606.24	971.30

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report and Company has also consolidated its Accounts with its Subsidiary viz Silver Touch Technologies (UK) Ltd, Silver Touch Technologies Inc., Silver touch Technologies Canada Limited, Vision Autotests Private Limited (formally known as Shark Identity Private Limited) Silver touch Auto tech Private Limited.

3. REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

There is significant improvement in the financial performance of the company compared to last year on standalone basis. The total turnover of the company in FY 2023-24 is increased by 35 % from Rs. 15,484.61 lacs of previous year to Rs. 20,925.03 lacs. The Net profit after Tax of the company is also increased

significantly by 75% from Rs. 905.54 lacs to Rs. 1582.74 lacs. Whereas Profit before tax increased by almost 67 % to Rs. 2129.14 lacs compared to previous year of Rs. 1273.09 lacs.

Apart from the Company has obtained CMMI Maturity Level 5 Certifications. Moreover your Company is also accredited with Quality Certifications such as ISO 9001:2008, ISO/IEC 27001: 2013, and ISO 20000: 2011/ Silver Touch is full service IT services company and manpower constitutes major contribution in business. Hiring skilled manpower and serving customer is the key services provided by Silver Touch.

4 DIVIDEND

The Company has proposed for Final Dividend 5% i.e. Rs. 0.50 per equity shares as on 12^th August, 2024 by Board of Director and for the Members Approval in this Annual General Meeting for the Financial year 2023-2024.

5. SHARE CAPITAL

The authorized share capital of the company is Rs. 16,00,00,000/- divided into 1,60,00,000 equity shares of Rs. 10/- The Paid up capital of the Company is Rs. 12,68,10,000/- divided into 1,26,81,000 Equity shares of Rs. 10/-Company has appointed M/s Link In-time India Private Limited as the Registrar and Transfer Agent of the Company. As on the day of Report entire holdings of the Members are in dematerialized form.

6. TRANSFER TO RESERVES:

During the Year Company has not transferred any amount to the General Reserves.

7. FINANCE

During the period under review, the company has taken additional the fund based facility in form of term loan from Bank of India for the amount of Rs. 470.9 Lacs which is secured by Hypothecation of plant and machinery, Fabrication, Furniture fixtures of Automated vehicle Fitness Centre Project. Further, Company has availed the car loan of Rs. 89.64 Lacs from HDFC Bank. Company has received lVR BBB/ Stable and IVR BBB/Stable/IVR A3+ from the credit rating agency.

8. DEPOSITS

The Company has accepted loans from directors and outstanding loan amount as on 31.03.2024 as well as maximum outstanding is as below. Further, all the required declarations has also been obtained from them under section 73 of the Companies Act, 2013 and the Rules made thereunder.

Name	Amount Outstanding as on 31.03.2024 (In Rs.)	Maximum Amount Outstanding during the Year (In Rs.)
Vipul Thakkar	1,27,23,988	1,76,65,940
Jignesh Patel	1,07,192	1,75,959
Minesh Doshi	7,76,771	64,19,276
Palak Shah	83,42,846	83,56,010

Apart from this, the Company has neither accepted nor renewed any public deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

9. DETAILS OF COMPANYS SUBSIDIARY, ASSOCIATE & JOINT VENTURE

The details of Subsidiary, Associate & Joint Venture are as follows:

Subsidiary:

The company has following 5 subsidiary companies:

Silver Touch Technologies (UK) Limited:

Silver Touch Technologies (UK) Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a UK based private limited company incorporated on November 19, 2007 with Company No. 6431016. The registered office of the company is situated at Unit 7, Essex Technology & Innovation Centre, the Gables off fy field Road, Ongar Essex United Kingdom. It is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It also provides E- Commerce Solutions, Staffing Solutions and SAP Business Consulting services in United Kingdom region.

Silver Touch Technologies Inc.:

Silver Touch Technologies Inc., a wholly owned subsidiary of Silver Touch Technologies Ltd, is US based Domestic Profit Corporation incorporated on January 10, 2012 with Identification No. 0400463153. The registered office of the company is situated at 256-06, Hillside Ave., 1st Floor, Floral Park, NY -11004. It is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It also provides E- Commerce Solutions, Staffing Solutions and SAP Business Consulting services in USA region.

Silver Touch Technologies Canada Limited:

Silver Touch Technologies Canada Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a Canada based private limited company incorporated on December, 30 2021 with Corporation No. 1363269-5/. The registered office of the company is situated at 55, Maitland Street, PH 10, Toronto ON M4Y 1C9. It is carrying out business related Software Development, web Development and Consulting Work in Canada region.

Silver Touch Auto Tech Private Limited:

Silver Touch Auto Tech Private Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a private limited company incorporated on July, 25 2022 with CIN: U72900GJ2022PTC134200. The registered office of the company is situated at 206, Office Saffron, Near Centre Point, Panchwati 5 Rasta, Ambawadi Ahmedabad- 380006 Gujarat. It is carrying out business of Automotive testing, Fitness Centers, Automotive driving track testing, Fitness Tests etc.

Vision Autotests Private Limited: (Previously Known as Shark Identity Private Limted)

Vision Autotests Private Limited (formally known as Shark Identity Private Limited) is a private limited company incorporated under Companies Act, 2013 on August 1, 2016 with CIN U72900GJ2016PTC093178. which was the associate company on 14^th August, 2023 Company has acquired the Company and now it is a wholly-owned subsidiary company of Silver Touch Technologies Limited. The registered office of the company is situated at 10^th Floor, Saffron Tower, Opp. Central Mall, Panchwati Circle Ambawadi Ahmedabad- 380 006. It is in the business of carrying out business of Automotive testing, Fitness Centers, Automotive driving track testing, Fitness Tests etc.

Associates & JVs:

The Company has following Associates & JVs:

Silver Touch Technologies SAS:

Silver Touch Technologies SAS, an associate of Silver Touch Technologies Ltd with its 50% shareholding, is a France based simplified joint stock company incorporated on April 11, 2017 with Company No. 82895754800013. The registered office of the company is situated at 12 Place de la Defense 92400 Courbevoie, France. It is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It also provides E-Commerce Solutions, Staffing Solutions and SAP Business Consulting services in France region. Currently, the business strategy and formulations are underway and therefore no business transactions are carried out during the year under review and it has been put to sleep mode.

Lime Software Limited:

Lime Software Limited, an associate of Silver Touch Technologies Ltd with its 50 % shareholding, is a UK based private limited company incorporated on December 2, 2013 with Company No. 8798209. The registered office of the company is situated at Norwich Accountancy Services Ltd, London Street, 68-72 London Street, Norwich, NR2 1JT. It is in the business of offering Oracle asset management software and Oracle audit software & tools that will help managing the business more efficiently.

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of the Annual Report. Pursuant to the provision of the section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companys subsidiaries in form AOC-1 is attached herewith as “Annexure - A” to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries, Associates & Joint Venture Companies of the Company.

The financial statement of the subsidiary companies and related information are available for inspection by the members of the registered office of the Company from 11:00 A.M. to 1:00 P.M. on all days except Sundays and public holidays up to the date of Annual General Meeting as required under section 136 of the

Companies Act, 2013. Member who needs to inspect the same shall give a request in writing 5 days before to the company through email cs@silvertouch.com The same can be also inspected from the website of the Company www.Silvertouch.com. The Company will send copies thereof to the shareholders who may, if required, write to the Company.

Indian Accounting Standards (IND AS):

As per the Provisions of the Companies Act, 2013 and Listing Obligations and Disclosure Requirements (2015), as amended time to time Indian Accounting Standards (IND AS) applicable to your Company with effect of Listing of Securities in the Main Board (NSE,BSE).

9. MATERIAL CHANGES AND COMMITMENTS

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

10. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual Return as on March 31, 2024 is available on the Companys website on

https://www.silvertouch.com/wp-content/uploads/investors-files/Form_MGT_7_154.pdf

11. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the Provision of Section 197 (12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as “Annexure-B” to its report.

12. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134 of the companies act, 2013 read with Companies (Accounts) Rules, 2014 during the year are as stated below:

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy	The activities carried out by the Company during the year under review are not power intensive and the cost of the energy is insignificant. Further, the Company is not carrying out any manufacturing activities. However, as measure of power conservation, the company has initiated installing LED based electric utilities and instruments which conserve power.
(ii) the steps taken by the company for utilizing alternatesources of energy
(iii) the capital investment on energy conservation equipment
(B) Technology absorption
(i) the efforts made towards technology absorption	The Company has not imported any technology during theyear under review.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
in case of imported technology (imported during the last three years reckoned from the beginning of the financialyear)
the details of technology imported;
the year of import;
whether the technology been fully observed;
if not fully absorbed, areas where absorption 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 inflows during the year and The Foreign Exchange outgo during the year in terms ofactual outflows.	The foreign exchange inflows during the year under review amounted to Rs. 1934.99 Lacs The foreign exchange outflows during the year under review amounted to Rs. 20.31 Lacs

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The 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 the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the same;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis; and

e. 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.

f. 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.

14. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of Internal Audit is well defined in the organization. The Internal Audit Report is regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the effectiveness and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken was presented to the Audit Committee of the Board.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The committee comprises of various directors constituting composition of independent and executive director as follows. CSR Annual report is enclosed as part of this report-

Name	Designation
Mr. Vipul Thakkar>	Committee Chairman & MD
Mr. Jignesh Patel	Member & WTD
**Mr. Apurva Damani	Member & ID (w.e.f. 14.02.2024)
*Mr. Harivandan Thakar	Member & ID (w.e.f. 14.02.2024)

Three Meeting of Members of CSR Committee were held on 29th May, 2023, 14th August, 2023 and 10th November, 2023 respectively with a presence of all the Members.

** Appointed as Committee member w.e.f. 14.02.2024

* Resignation as Committee member w.e.f. 14.02.2024

16. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued thereunder. One separate meeting of the Independent Directors was held during the year under review on 18th March, 2024 without the attendance of non-independent Directors.

Pursuant to Ministry of Corporate affairs four new rules as on 22nd October, 2019 namely Data Bank Notification relating to IICA, Companies (Accounts) Amendments Rules, 2019, Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all the existing Independent Directors have registered themselves with Indian Institute of Corporate Affairs within prescribed time period.

17. RELATED PARTY TRANSACTIONS

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arms length basis. The Company had not entered into any contract/ arrangement / transactions with related parties which could be considered material. All related party transactions are placed before the Board of Directors and Audit committee for their review and approval, wherever required, at the beginning of the financial year. Related party transactions as entered during the financial year under review were on arms-length basis and not material in nature and hence disclosures in Form AOC-2 as required pursuant to the provisions of Companies Act, 2013, is not applicable.

18. NUMBER OF MEETINGS OF BOARD

During the financial year 2023-24, Four (4) meetings of the Board of Directors were held on the following dates:

Sr. No.	Date of Board Meeting	Total No of Directors as on date of meeting	Total no of Directors present as on date of Meeting
1/2023-24	29.05.2023	10	10
2/2023-24	14.08.2023	13	12
3/2023-24	10.11.2023	12	12
4/2023-24	14.02.2024	12	11

Intimation of the Board Meeting and committee meeting are given well in advance and communicated to all the Directors. The agenda along with the explanatory notes are sent in advance to all the Directors. The Prescribed quorum was present for all the Meetings.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. provisions of Section 152 the Pursuant to the applicable Companies Act, 2013, Mr. Vipul Thakkar, Managing Director & Chairman, Mr. Jignesh Patel Whole-time Director, Mr. Minesh Doshi Wholetime Director, Mr. Palak Shah Whole-time Director of the company, Mr. Himanshu Jain Whole-time Director of the Company. Mr. Vipul Thakkar (Managing Director) and Mr. Jignesh Patel (Whole-time Directors) are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

• Mr. Vipul Thakkar was re-appointed as the Managing Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Minesh Doshi was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Palak Shah was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Jignesh Patel was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Himanshu Jain was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/01/2023 to 31/12/2025 on 19th September, 2022.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Mr Paulin Shah has been CFO of the Company.

Mr Vishnu Thaker has been Company Secretary and Compliance Officer of the Company.

20. AUDITORS AND AUDITORS REPORT

Members of the Company has appointed M/s Ambalal Patel & Co, Chartered Accountants (FRN.: 100305W), Ahmedabad as Statutory Auditors of the Company at the 29th Annual General Meeting held on 20th September, 2023, to hold the Office as the Statutory Auditor for the period of 5 years commencing from the conclusion of 29thAnnual General Meeting till the conclusion of 34th Annual General Meeting to be held in the calendar year 2028. As per amendment ratification of appointment by members is no more required at every Annual General Meeting and hence accordingly notice of the Annual General Meeting does not contain the same.

The report of the Statutory Auditor forms part of the Annual Report. The Auditors report does not contain any qualifications, reservation or adverse remarks and are self-explanatory and thus does not require any further clarifications/comments. The statutory Auditors have not reported any incident of fraud to the Audit committee of the Company under review.

21. SECRETARIAL AUDITOR

The Board appointed M/s Sandip Sheth & Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith marked as “Annexure D” to this Report.

• During the period under review, the Company has not obtained prior approval of the Audit Committee and Board of Directors with respect to related party transactions of loans and advances, which is in contravention of provisions of regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Action taken: The above transaction with respect to loans and advances given to wholly-owned subsidiary company i.e. Vision Autotests Private Limited due to urgent financial need for carrying out the Business operations of the Company. Audit Committee and Board of Directors of the Company has ratified the said transaction at their respective meetings held on 28th May, 2024.

• During the period under review, Mrs. Namrata Ronak Shah, Immediate relative of Mr. Ronak Shah, Independent Director of the Company, has violated code of conduct by trading in the Equity Shares of the Company during trading window closure. Trade was executed on 4th and 5th May, 2023 by selling of 1,113 Equity Shares @ Rs. 337.74 per share and buying of 110 Shares @ Rs. 345.51 per share.

Action taken: The Management of the Company has issued a strict warning letter to comply with the requirement of the provisions of the PIT Regulations strictly to such relative and designated person and other employees of the Company and reported the same to the Stock Exchange under regulation 9 (1) read with Schedule B in specified format. The same has been reported to the Stock Exchange vide report for violations related to Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015 dated 10th May, 2023. Further also instructed not to trade/contra trade in Companys shares for the next six months.

• The Company has advanced unsecured loan of Rs. 75.00 Lacs to the Companys wholly owned subsidiary Company viz. Vision Autotests Private Limited having Corporate Identification Number U72900GJ2016PTC093178.

Action taken: The above transaction is not falling within the purview of Related Party Transactions in terms of provisions of section 188 of the Companies Act, 2023 and rules made there under. In view of the Board of Directors the said transaction triggers compliance of provisions of Section 185 read with Section 186 of the Companies Act, 2013 and rules made there under.

The Company has subsequently ratified and approved the said transaction at Audit Committee Meeting held on and its subsequent approval in the Board Meeting held on 28^th May, 2024. The said transaction was ratified and approved by the unanimous consent of the Audit Committee and Board of Directors.

22. COST AUDITOR

Your Company is not engaged in any type of Production of Goods or engaged in providing of such services which requires appointment of Cost Auditors pursuant to Section 148 of the Companies Act, 2013. Further the Company is also not required to maintain cost records as per applicable provisions of the Companies Act, 2013.

23. INTERNAL AUDITOR

The Board appointed M/s Rajiv Ahuja & Associates, Chartered Accountant, Ahmedabad as the Internal Auditor of the Company for the Financial Year 2023-24.

24. DETAILS OF FRAUD REPORTED BY AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 during the year under review.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in note no. 9 of the financial statement.

26. INTERNAL COMPLAINTS COMMITTEE / DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy for prevention of Sexual Harassment of women as per the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. As per the provisions of the said Act, the Company has constituted committee called “Internal Complaints Committee” to ensure safe workplace environment, which covers all employees whether permanent, contractual, trainees, temporary etc., During the financial year 2023-24 no complaints have been reported. The Composition of the said committee is as follows:

1. Mrs. Shyamala Sharma- Presiding Officer/Chairperson

2. Ms. Meenal Patel- Member

3. Ms. Tanvi Kikani- Member

4. Mr. Vishnu Thaker- Member

29. SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS

There were no significant material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

30. AUDIT COMMITTEE

The Company was having Audit committee consisting of the Board of Directors of the Company.

The Composition of Nomination and Remuneration Committee is as follows:

1. *Mr. Ronak S Shah (Chairman of the Committee till 14^th February, 2024)

2. ** Mr. Sandeep Shah (Chairman of the Committee)

3. Dr. Gayatri M Doctor (Member)

4. Mr. Vipul Thakkar (Member)

* Resignation as the Chairman w.e.f. 14^th February, 2024.

** Appointment as the Chairman w.e.f. 14^th February, 2024.

As per section 177(8) of the Companies Act, 2013, and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The board has accepted all the recommendations of the Audit committee during the financial year 202324. There were 4 Meeting of the Audit Committee were held during the year under review as follows:

	Date of Nomination and Remuneration Committee Meeting	Total No. of Committee Members as on date of Meeting	Total Number of Committee Members Present as on date of Meeting
1/2023-2024	29.05.2023	3	3
2/2023-2024	14.08.2023	3	3
3/2023-2024	10.11.2023	3	3
4/2023-2024	14.02.2024	3	3

31. RISK MANAGEMENT POLICY

The company has adopted the Policy for Risk Management during the year under review.

As per the applicable requirements of the Companies Act, 2013 the risk management plan of the Company is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of plan, these risks are assessed to control an appropriate steps are taken to mitigate the same.

32. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

33. NOMINATION AND REMUNERATION POLICY

The Companys policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The Nomination and Remuneration policy is provided on the website of the Company i.e. https://www.silvertouch.com/wp-content/uploads/investors- files/Nomination-and-Remuneration-Policy-01-04 76.pdf

The Composition of Nomination and Remuneration Committee is as per Section 178 of Companies Act, 2013 and SEBI Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review there were 3 (Three) meeting of the Members of Nomination and Remuneration Committee were held as follows:

	Date of Nomination and Remuneration Committee Meeting	Total No. of Committee Members as on date of Meeting	Total Number of Committee Members Present as on date of Meeting
1/2023-2024	29.05.2023	3	3
2/2023-2024	14.08.2023	3	3
3/2023-2024	10.11.2023	3	3

34. CORPORATE GOVERNANCE, DISQUALIFICATION CERTIFICATION AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Corporate Governance Report is Forming part of the Boards Report as Annexure-E.

35. VIGIL MECHANISM

Company has in place vigil mechanism pursuant to provisions of Section 177(9) of the Companies Act, 2013.

36. LISTING OF SECURITY

Company shares were listed on main Board of both recognized Stock Exchanges in India Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

37. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this report, and provides the Companys current working and future outlook.

38. DISCLOSURE ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standard as prescribed by the Institute of Company Secretaries of India and notified by the Central Government from time to time.

39. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the shareholders, financial institutions, bankers and other business constituents and various Government Organizations during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment by all officers and staff for their continued support during the year.

Regd. Office:

2nd Floor, Saffron Tower, Nr. Panchwati Circle,

Ambawadi, Ahmedabad-380006

Phone: + 91 79 4002-2770/1/2/3/4

Website: www.silvertouch.com

Email Id: info@silvertouch.com

Place: Ahmedabad

Date: 12/08/2024

For and Behalf of the Board

For, Silver Touch Technologies Limited

S/d

Vipul Thakkar

(Chairman & Managing Director)

(DIN: 00169558)