Smartlink Holdings Ltd Directors Report

TO THE MEMBERS,

The Directors of your Company (“the Company” or “Smartlink”) are delighted to present the 32nd Annual Report along with the audited financial statements for the financial year (“FY”) ended March 31,2025.

1. FINANCIAL PERFORMANCE

Key highlights of standalone and consolidated financial performance for the year ended March 31, 2025, are summarized as under:

(Amount in INR lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	9,696.51	8,845.45	21,452.63	19,817.24
Other Income	1,312.30	1,285.87	1,191.01	1,177.17
Total Income	11,008.81	10,131.32	22,643.64	20,994.41
Profit before depreciation, finance cost, tax expenses and exceptional items	325.20	1,106.84	1,060.43	1,439.98
Less: Depreciation and Amortization expenses	292.34	261.04	373.13	346.46
Less: Finance cost	68.32	115.29	154.13	223.67
Profit / (Loss) before exceptional items and tax	(35.46)	730.51	533.17	869.85
Exceptional income/ (expense)	-	-	-	-
Profit/(Loss) before tax	(35.46)	730.51	533.17	869.85
Less: Tax expenses
a) Current tax	-	51.67	-	51.67
b) Deferred tax	(287.76)	64.37	(125.96)	113.63
c) Adjustment of tax of earlier years	(1.38)	(1.40)	(1.38)	(1.40)
Profit/(Loss) after Tax	253.68	615.87	660.51	705.95
Other Comprehensive Income (Net of tax)	(35.88)	(16.88)	(56.62)	(28.64)
Total Comprehensive Income	217.80	598.99	603.89	677.31
Earnings Per Share (INR)	2.54	6.17	6.62	7.08

Notes:

1. The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. Figures for the year ended March 31, 2024 have been restated on account of Scheme of Amalgamation (“Scheme") between erstwhile wholly owned subsidiary Synegra EMS Limited and the Company. The scheme was approved by the Honble NCLT, Mumbai bench on January 09, 2025. The appointed date of the Scheme was April, 01, 2024.

2. STATE OF COMPANYS AFFAIRS

2.1 Review of Standalone Financial Results

The revenue from operations of the Company for the year ended March 31,2025 stood at INR 9,696.51 lakhs as against INR 8,845.45 lakhs in the previous financial year. The total Income stood at INR 11,008.81 lakhs for the year ended March 31,2025 as compared to INR 10,131.32 lakhs in the previous financial year.

The standalone Loss before tax was INR 35.46 lakhs as compared to profit of INR 730.51 lakhs in the previous financial year. The profit after tax stood at INR 253.68 lakhs as compared to INR 615.87 lakhs in the previous financial year. The loss for the current financial year was due to higher product development expenses and higher professional and Legal fees as compared to previous year.

2.2 Review of Consolidated Financial Results

The consolidated revenue from operations of the Company for the year ended March 31, 2025 stood at INR 21,452.63 lakhs as against INR 19,817.24 lakhs in the previous financial year. The Total Income stood at INR 22,643.64 lakhs for the year ended March 31,2025 as compared to INR 20,994.41 lakhs in the previous financial year.

The consolidated profit before tax was INR 533.17 lakhs as compared to INR 869.85 lakhs in the previous financial year. The profit after tax stood at INR 660.51 lakhs as compared to I NR 705.95 lakhs in the previous financial year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year ended March 31,2025, erstwhile Synegra EMS Limited, wholly owned subsidiary, amalgamated with the Company. The Company ceased to be a Non-Banking Financial Company (‘NBFC) with effect from January 31,2025. The Company has surrendered its certificate of registration of NBFC issued by the Reserve Bank of India. Post amalgamation, the company carries on the business of manufacture of Electronic and IT networking products.

In order to align the objects of the Company with the business dynamics, the Object clause of the Memorandum of Association of the Company is being altered. The resolution seeking shareholders approval for alteration of object clause forms part of the AGM Notice.

4. DIVIDEND

Your directors have not recommended any dividend for the current financial year.

5. TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to reserves during the year under review.

6. SHARE CAPITAL

The Paid-up Equity Capital of the Company as on March 31, 2025 stood at INR 1,99,50,000 consisting of 99,75,000 equity shares of INR 2 each. The Company has not issued shares with differential voting rights, employee stock options and sweat equity shares.

Post amalgamation of erstwhile Synegra EMS Limited with the Company, the authorised share capital of the company as on March 31,2025 stood at INR 32,00,00,000 consisting of 16,00,00,000 Equity Shares of INR 2 each.

There was no fresh issue of shares during the year under review.

The Company has paid Listing Fees for the FY 2024-25 to each of the Stock Exchanges, where its equity shares are listed.

7. ANNUAL RETURN

As provided under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 (“the Act”), the Annual Return for FY 202425 is uploaded on the website of the Company and can be accessed at https://www.smartlinkholdings.com/investor-relations.

8. MEETINGS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business.

During the year, four Board Meetings and four Audit Committee Meetings were held. The details of the same are given in the Corporate Governance Report which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”).

Pursuant to the provisions of part VII of the Schedule IV of the Act and Regulation 25 of the LODR Regulations, one meeting of Independent Directors was held on May 09, 2024 for transacting the business enumerated under the said provisions.

9. PARTICULARS OF LOANS / ADVANCES / GUARANTEE / INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

The Company has provided Guarantees to its wholly owned subsidiary, Digisol Systems Limited in compliance with Section 186 of the Companies Act, 2013. Particulars of the guarantees, loans and investments during the year under review in accordance with Section 186 of the Act, have been disclosed in the financial statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties are in compliance with the applicable provisions of the Companies Act, 2013 and the LODR Regulations. All Related Party Transactions (RPTs) are placed before the Audit Committee and the Board for approval, if required. All RPTs that were entered into during the financial year were on arms length basis and in the ordinary course of business.

The disclosures as required under IND-AS have been made in the notes to the Standalone Financial Statements. The particulars of contracts or arrangements entered into by the Company with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - I in Form AOC-2 and the same forms part of this Directors Report. The Company has developed a RPT Policy for the purpose of identification and monitoring such transactions. The Policy on RPT as approved by the Board of Directors of the Company is available on the Companys website at https://www.smartlinkholdings.com/wp-content/uploads/2021/05/Related-Partv-Transactions-Policv-Smartlink-2021.pdf.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes/ commitments affecting the financial position of the Company during the period from the end of the financial year on March 31,2025 to the date of this Report.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year your Company had undertaken following activities in this regard:

A. Conservation of Energy

1. Factory re-layout and consolidation of service activities was done in order to utilize common resources and decrease Energy consumption.

2. Installation of Energy efficient LED fixtures for factory.

3. Upgrading of SMT line with latest energy efficient reflow oven.

4. Energy efficient air compressors.

B. Research & Development & Technology Absorption

1. New Automated Optical Inspection System for quality improvement -reducing rework and inspection cost and overall carbon footprint.

2. Localisation of power adapters and plastic enclosures for various networking products.

There was no Foreign Exchange earned in terms of actual inflows during the year under review. The Foreign Exchange outgo during the year in terms of actual outflows was INR 6,320.93 lakhs.

13. SCHEME OF AMALGAMATION

The Board of Directors at its meeting held on February 09, 2024 had approved the Scheme of amalgamation of the company with erstwhile wholly owned Subsidiary, Synegra EMS Limited. The rationale for the Scheme was to foray into design, development, research in the field of Information Technology for networking products at the Holding company level, reduce managerial overlaps, regulatory compliances which are necessarily involved in running multiple entities and elimination of duplication of administrative expenses, consequently enabling cost savings, ease in raising funds at holding company level, to achieve economies of scale, greater integration, flexibility and market reach for the amalgamated entity and simplified corporate structure and ensuring more productive and optimum utilization of various resources.

The Scheme received the approval of the Honourable National Company Law Tribunal on January 09, 2025 and became effective on January 31,2025 (‘Effective Date) on filing the certified true copy of the Order of NCLT, Mumbai Bench along with a copy of the Scheme of Amalgamation with the jurisdictional Registrar of Companies, Goa, Ministry of Corporate Affairs, Government of India.

Pursuant to the amalgamation, the Company has ceased to be a Non-banking Finance Company from the Effective Date. The Companys primary business is manufacture of various categories of electronic and IT products and to also engage in contract manufacturing for original equipment manufacturers.

14. DETAILS OF SUBSIDIARY

Your Company has one wholly owned subsidiary namely Digisol Systems Limited (‘Digisol), a public Limited Company incorporated on August 17, 2016.

DIGISOL is the first Indian Brand in IT Networking that is taking India forward with its top-notch product offerings in various verticals like Smart Cities, Manufacturing, Real Estate, Healthcare, Telecom, Hospitality, Education, Surveillance, Data Centers, IT and Retail. DIGISOL offers an extensive range of IT networking products, including FTTH, Wireless (Wi-Fi), Switching and Structured Cabling systems (copper and fiber) Solutions.

Digisol earned a revenue of INR 19,383.46 lakhs as compared to INR 17,928.24 lakhs in the previous financial year. The profit before tax stood at INR 621.70 lakhs as compared to INR 173.63 lakhs in the previous financial year.

The financial statements of the Company are prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing salient features of the financial statements of our subsidiary in prescribed format AOC-1 is appended as Annexure - H to the Directors Report. The statement also provides the details of performance and financial position of the subsidiary. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements will be available on our website www.smartlinkholdings.com. The Company would provide the annual accounts of the subsidiary and the related detailed information to the shareholders of the Company on specific request made to it in this regard. The same will also be available at the Registered Office and corporate office of the Company for inspection during office hours.

Digisol Systems Limited is an unlisted Material Subsidiary of the Company. The Company has formulated a Policy on Material Subsidiary as required under LODR Regulations and the policy is uploaded on the website of the Company at https://www.smartlinkholdings.com/wp-content/uploads/2020/03/Subsidiarv-Policv-2019-amended.pdf.

15. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE COMPANYS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the financial year under review, Synegra EMS Limited ceased to be the wholly owned subsidiary of the Company on account of amalgamation with the Company.

16. RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Act, the Company has a Risk Management (RM) framework to identify, evaluate Business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risk trend, exposure and potential impact analysis at a Company level.

The Risk Management policy formulated by the Company has identified the key business risks and also the plans to mitigate the risks.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Key Managerial Personnel

Mr. Kamalaksha Rama Naik, Executive Chairman, Mr. K. G. Prabhu, Chief Financial Officer and Mr. Edlan Fernandes, Company Secretary have been designated as Key Managerial Personnel in accordance with the provisions of Section 203 of the Act. During the year under review, Ms. Urjita Damle resigned from the post of Company Secretary and Compliance officer on August 11,2024. Mr. Edlan Fernandes was appointed as Company Secretary and Compliance officer with effect from August 12, 2024.

b. Appointment of Directors

Mr. Satish Vishnu Godbole (DIN 02596364) was appointed as an Additional Director designated as Non-Executive Independent Director of the Company with effect from March 31,2024. He was regularised as Director by the members of the Company by means of Postal Ballot on June 16, 2024.

Dr. Lakshana Amit Sharma (DIN 10525082) was appointed as an Additional Director designated as Non-Executive Non-Independent Director of the Company with effect from March 31,2024. She was regularised as Director by the members of the Company by means of Postal Ballot on June 16, 2024.

Mr. Chandrashekhar Maruti Gaonkar (DIN 00002016) was appointed as an Additional Director designated as Non- Executive Independent Director of the Company with effect from May 09, 2024. He was regularised as Director by the members of the Company by means of Postal Ballot on June 16, 2024.

Mr. Nitin Anant Kunkolienker (DIN 00005211) was appointed as an Additional Director designated as Non- Executive Independent Director of the Company with effect from February 10, 2025. He was regularised as Director by the members of the Company by means of Postal Ballot on April 10, 2025.

c. Re-appointment of Directors

Mr. Kamalaksha Naik (DIN 00002013), Executive Chairman of the Company was reappointed as Executive Chairman (Wholetime Director) of the company, at the Annual General Meeting of the Company held on August 10, 2024, for a further period of 5 years with effect from December 26, 2024.

Ms. Arati Naik (DIN 06965985), Executive Director of the Company, who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 was re-appointed as Executive Director of the Company at the 31st AGM held on August 10, 2024. Mr. Kamalaksha Naik (DIN:00002013) Executive Chairman of the Company retires by rotation and being eligible, offers himself for re-appointment as per section 152(6) of the Companies Act, 2013. The Business seeking shareholders approval for his re-appointment forms part of the AGM Notice

In the opinion of the Board, Mr. C.M. Gaonkar and Mr. Nitin Kunkolienker appointed as Non - Executive Independent Directors possesses requisite integrity, expertise, experience and proficiency.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

d. Retirement of Directors

During the year under review, Mr. Bhanubhai Ramjibhai Patel (DIN 00223115), Independent Director of the Company ceased to be director of the Company on completion of his second term as Independent Director on September 08, 2024. The Board places on record its appreciation for the assistance and guidance provided by Mr. Bhanubhai Patel during his tenure as Independent Director of the Company.

e. Declaration by Independent Director

Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 read with the rules made thereunder, all the Independent Directors of the Company have given the declaration that they meet the criteria of independence as laid down in sub-section (6) of section 149 of the Act and Regulation 16(1)(b) of the LODR Regulations.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The Management evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

20. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public/members under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

21. SECRETARIAL AUDITOR AND AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the LODR Regulations, upon the recommendation of the Audit Committee, the Board of Directors approved and recommended for shareholders approval the appointment of Mr. Shivaram Bhat, Company Secretary in Practice (ACS No. 10454, Certificate of Practice No. 7853, PR 1775/2022) for a term of 5 (five) years beginning from FY 2025-26, to carry out the Secretarial Audit of the Company.

The Report of the Secretarial Auditor for FY 2024-25 is attached herewith as Annexure - B. There are no qualifications, observations or adverse remarks or disclaimer in the said report.

Pursuant to Regulation 24A of LODR Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Secretarial Audit Report of Material unlisted Subsidiary of the Company namely Digisol Systems Limited is annexed as Annexure - C to this Directors Report.

The Annual Secretarial Compliance Report of the Company for the financial year ended March 31,2025 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder was obtained from Mr. Shivaram Bhat, Secretarial Auditor. The report is uploaded on the website of the company at https://www.smartlinkholdings.com/wp-content/uploads/2025/05/ Smartlink_SecretarialComplianceReport_31.03.2025.pdf

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, read with rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy (‘CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy of the Company may be accessed on the Companys website at https://www.smartlinkholdings.com/ wp-content/uploads/2020/03/3.-Corporate-Social-Responsibility-Policy. pdf

Under Section 135 of the Act, the Company was not required to spend any amount on CSR activities in the FY 2024-25. The Annual Report on CSR activities pursuant to Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - G to this Report.

23. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act and Regulation 18 of LODR Regulations. The Chairman of the Audit Committee is an Independent Director. The details of the composition of the Audit Committee are given in the Corporate Governance Report which is part of this Directors report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

Further, in terms of section 177(8) of the Act, it is stated that there were no such instances where the Board of Directors have not accepted the recommendations of the Audit Committee during the FY 2024-25.

24. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including independent directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter-alia considers attendance of the Directors at Board and Committee meetings, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc.

Pursuant to the provisions of the Act, and the LODR Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

a) Observations of board evaluation carried out for the year - There were no observations in the Board Evaluation carried out during the financial year;

b) Previous years observations and actions taken - There were no observations of the Board for the last financial year;

c) Proposed actions based on current year observations - Not applicable.

The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

25. NOMINATION AND REMUNERATION COMMITTEE

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report.

The Companys remuneration policy is driven by the success and performance of the individual employees, senior management, Executive Directors of the Company and other relevant factors including the following criteria:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company;

b) Relationship of remuneration to performance is clear and meets appropriate performance industry benchmarks; and

c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

The composition of the Nomination and Remuneration Committee (NRC) is in line with Section 178 of the Act read with Regulation 19 of LODR Regulations. The details of meetings and their attendance are included in the Corporate Governance Report.

26. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee (SRC) is in line with Section 178 of the Act read with Regulation 20 of LODR Regulations. The details of the composition of the Stakeholders Relationship Committee are given in the Corporate Governance Report which forms part of this report.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 of the Act, read with rules made thereunder, the Company has established a vigil mechanism for Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct which provides for adequate safeguards against victimization of director(s) / employee(s) and also provides for direct access to the Chairman of the Audit committee in exceptional cases. The Audit Committee and the Board of Directors have approved the Whistle Blower Policy and the details are available on the website of the Company under the weblink https://www.smartlinkholdings.com/wp-content/uploads/2020/03/Whistle-Blower-Policy-Final-2019.pdf.

During the year under review, the Company through its Audit Committee has not received any complaints relating to unethical behaviour, actual or suspected fraud or violation of companys code of conduct from any employee or director.

28. CORPORATE GOVERNANCE

As required under Schedule V of the LODR Regulations, the Report on Corporate Governance as well as the Practicing Company Secretarys Certificate regarding compliance of Conditions of Corporate Governance forms a part of Directors Report as Annexure - D and Annexure - E respectively.

29. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule 5(1)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is enclosed as Annexure - F to this Directors Report.

30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As the per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment. There were no complaints relating to sexual harassment, pending at the beginning of financial year, received during the year and pending as at the end of the FY 2024-25.

31. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

32. STATUTORY AUDITOR AND AUDIT REPORTS

M/s Shridhar & Associates, Chartered Accountants (FRN 134427W) were appointed as the Statutory Auditors of the Company for a period of four years of the first term, commencing from FY 2022-23. The Statutory Auditors have given a confirmation to the effect that they are eligible to be appointed and not disqualified from continuing as the Statutory Auditors.

The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31,2025 pursuant to the provisions of the Act. The reports of Statutory Auditors form part of the Annual Report.

The statutory auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer

33. COST AUDIT AND COST RECORDS

During the relevant period, for the purpose of Section 148 of the Act, read with the rules made thereunder, the requirement of cost audit is not applicable for the business activities carried out by the Company.

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis including the result of operations of the Company for the year, as required under Schedule V of the LODR Regulations, is appended to the Directors Report as Annexure - A.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No application was received or any proceedings filed under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.

36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 (2) (f) of LODR Regulations, the Business Responsibility and Sustainability Report for the financial year 2024-25 is not applicable to the Company.

37. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, hereby state and confirm that:

a) in the preparation of annual accounts for the financial year ended March 31,2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 31,2025 and the profits of the Company for that period;

c) proper and sufficient care has been taken 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 frauds and other irregularities;

d) the annual accounts have been prepared on a ‘going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Transfer of unclaimed dividend

Pursuant to the applicable provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), all unpaid and unclaimed dividend are required to be transferred to the IEPF established by the Government of India, after completion of seven years. Accordingly, dividend of INR 1,78,764 declared in the FY 2016-17 which remained unpaid or unclaimed was transferred to the IEPF Authority in the FY 2024-25.

b) Transfer of Shares to IEPF

According to the provisions of section 124 of the Act, and Rules made thereunder, the shares on which dividend has not been paid or claimed by shareholders for seven consecutive years shall be transferred to Demat account of IEPF Authority. Accordingly, 21,317 shares were transferred as per the requirements of IEPF Rules during FY 2024-25.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition & Insider Trading) Regulation, 2015 duly amended and approved at its board meeting with a view to regulate trading in securities by the designated persons of the Company.

40. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

41. GREEN INITIATIVE

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 32nd AGM are sent to all members whose email addresses are registered with the Company / Registrar / Depository Participant(s). The Company welcomes and supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, quarterly and half-yearly results, amongst others, to Shareholders at their e-mail address previously registered with the DPs and RTA.

The requirement of sending physical copies of Annual Report to those shareholders who have not registered their email addresses is dispensed with for Listed Entities who would be conducting their AGMs upto September 30, 2025 vide SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024. In this respect the physical copies are not being sent to the shareholders. The Company is sending letters to shareholders whose e-mail addresses are not registered with Company/ Registrar/DP providing the weblink of Companys website from where the Annual Report for FY 2024-25 can be accessed. The copy of the Annual Report would be available on the website of the Company at www.smartlinkholdings.com. However, the Shareholders of the Company may request physical copy of the Notice and Annual Report from the Company by sending a request at company.secretary@smartlinkholdings.com in case they wish to obtain the same.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on business items set forth in the Notice. This is pursuant to Section 108 of the Act, and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the AGM Notice.

42. ACKNOWLEDGEMENT

The Directors wish to convey their deep appreciation to all the customers, vendors, dealers, distributors, resellers, bankers, investors, Goa Industrial Development Corporation, State Industries, Electricity and other Government departments for their sincere and dedicated services as well as their collective contribution to the Companys performance.

The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.

For and on behalf of the Board of Directors
K. R. Naik	C.M. Gaonkar
Executive Chairman	Director
DIN: 00002013	DIN: 00002016
Place: Mumbai	Place: Mumbai
Date: May 09, 2025	Date: May 09, 2025