Spectrum Talent Management Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the Fourteenth (14^th) Annual Report of your Company (Spectrum Talent Management Limited) on business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditors Report for the year ended March 31, 2026 (Year under review). Consolidated performances of the Company, and its Subsidiaries have been referred to wherever required.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the Financial Year ended March 31, 2026 is summarized below:

( H In Lakhs)

	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operation	143,710.14	125,300.23	1,45,041.89	1,26,977.71
Other Income	385.34	328.22	379.83	325.06
Total Income	1,44,095.48	1,25,628.45	1,45,421.71	1,27,302.77
Total Expense	1,42,943.98	1,24,845.23	1,44,263.41	1,26,484.63
Profit before tax	1,151.50	783.22	1,158.31	818.14
Provision for Tax- Current	0	10 .07		10.07
- Deferred	-67.51	84.25	-67.61	84.25
Profit for the year	1,219.01	688.91	1,225.82	723.82
Balance brought forward	4,971.68	4,282.77	5,171.44	4,448.23
Balance carried forward	6,190.69	4,971.68	6,397.25	5,171.44

Results of Operations and State of Companys affairsDuring the year under review, revenue from operations increased to Rs 1,43,710.14 Lakhs in comparison to Rs 1,25,300.23 Lakhs in the last financial year. Profit before tax increased to Rs 1,151.50 Lakhs in comparison to Rs 783.22 Lakhs in the last financial year. Profit after tax also increased to Rs 1,219.01 Lakhs in comparison to Rs 688.91 Lakhs in the preceding financial year. Consolidated turnover stood at Rs 1,45,041.89 Lakhs as compared to Rs 1,26,977.71 Lakhs in the preceding financial year, and consolidated profit after tax stood at Rs 1,225.82 Lakhs as compared to Rs 723.82 Lakhs.

Key Summary of Changes

• Standalone Revenue from Operations: Increased from Rs 1,25,300.23 Lakhs to * 1,43,710.14 Lakhs (+14.69%).

• Standalone Profit Before Tax (PBT): Increased from Rs 783.22 Lakhs to Rs 1,151.50 Lakhs (+47.02%).

• Standalone Profit After Tax (PAT): Increased from Rs 688.91 Lakhs to Rs 1,219.01 Lakhs (+76.95%).

• Consolidated Revenue from Operations: Increased from Rs 1,26,977.71 Lakhs to Rs 1,45,041.89 Lakhs (+14.23%).

• Consolidated Profit After Tax (PAT): Increased from Rs 723.82 Lakhs to Rs 1,225.82 Lakhs (+69.35%).

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

There were no material changes and commitments affecting financial position of the Company which have occurred during the financial year under review and till the date of this Boards Report.

Change in Corporate Office: The Board of Directors, in its meeting held on November 14, 2025, took note of the relocation of the Companys Corporate Office. Consequent to the acquisition of a new facility, the Corporate Office has been shifted from C-142, C Block, Sector 63, Noida, Uttar Pradesh 201309 to C-151, Block-C, Sector 63, Noida, Uttar Pradesh 201309.

DIVIDEND

Keeping in view the Companys fund requirements for expansion, your Directors have not recommended any dividend for the year 2025-26.

TRANSFER TO RESERVES

The details of reserves are provided under the notes on equity in the financial statements.

SUBSIDIARY COMPANIES

As on March 31, 2026, the Company had 3 subsidiaries with 2 direct subsidiaries and 1 step-down subsidiary. During the year under review, the Company has incorporated STM

Global Limited, ADGM, UAE, as Wholly Owned Subsidiary and acquired APT Companies, LLC, USA, as Step-Down Subsidiary of the Company.

Further, the Company does not have any material subsidiary. There has been no material change in the nature of business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

Key developments during the year under review:

STM Global Limited, ADGM (Abu Dhabi)

On March 6, 2026, the Board of Directors took note of the successful incorporation of a Wholly Owned Subsidiary (WOS),

STM Global Limited, established on February 5, 2026, within the jurisdiction of the Abu Dhabi Global Market (ADGM), Abu Dhabi. The subsidiary was incorporated with an initial share capital of USD 10,000 (comprising 100 shares of USD 100 each) to align with and support the Companys core business operations in Manpower Services.

To facilitate strategic international growth, the Board approved an equity infusion of up to USD 10,500,000 (J96.18 crore) into STM Global Limited to fund potential overseas acquisitions, alongside a corporate loan facility of up to USD 1,000,000 (J9.16 crore). To finance this global equity expansion, the Board further authorized the sourcing of domestic debt facilities in India up to USD 10,00,0000 (J91.60 crore).

APT Companies, LLC (USA)

Following the strategic establishment of the ADGM footprint, the Companys Wholly Owned Subsidiary, STM Global Limited, executed a Share Purchase Agreement (SPA) on March 13, 2026, to acquire a 100% ownership interest in APT Companies, LLC, an IT Solutions, IT Staffing, and Technology Workforce Solutions firm existing under the laws of the State of Alabama, USA. The transaction was successfully completed on April 19, 2026 (with an agreed economic effective date of April 1, 2026), making APT Companies, LLC a Wholly Owned Subsidiary of STM Global Limited, and consequently, a step-down subsidiary of the Company.

The acquisition was executed for a maximum purchase price (including earnouts) capped at 0.694 times its CY 2025 revenue, translating to J91.15 crore, payable over a structured period of two years via cash consideration.

Strategic Rationale & Financial Profile

This acquisition significantly strengthens the Companys competitive positioning in the lucrative U.S. IT staffing market. By integrating APT Companies, LLC, the Company gains direct access to an agile operational setup, specialized technology talent delivery capabilities, and a deeply entrenched portfolio of established enterprise client relationships across the United States.

APT Companies, LLC brings a robust financial trajectory and scale to the group, showcasing consistent high-growth performance over the last three calendar years:

(1 USD = H92.41)

CY 2025 Turnover: USD 14,197,893 (~H131.20 crore)

CY 2024 Turnover: USD 15,025,122 (~H138.84 crore)

CY 2023 Turnover: USD 11,106,163 (~H102.63 crore)

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to this report as Annexure-I.

Further, pursuant to the provisions of Section 136 of the Act read with Regulation 46 of the SEBI Listing Regulations, 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 Companys website and can be accessed at https://www. stmpl.co.in/investors.

SHARE CAPITAL

Authorised Share Capital

During the financial year under review, there was no change in the Authorised Share Capital of the Company. As of March 31, 2026, the Authorised Share Capital stands at H24,75,00,000/- (Rupees Twenty-Four Crore

Seventy-Five Lakhs Only) divided into 2,47,50,000 (Two Crore Forty-Seven Lakhs Fifty Thousand Only) Equity Shares of H10/- each.

Issued, Subscribed, and Paid-up Share Capital

During the financial year under review, there was no change in the issued, subscribed, and paid-up equity share capital of the Company. As of March 31, 2026, the Paid-up Share Capital stands at H23,09,30,960/- divided into 2,30,93,096 fully paid-up Equity Shares of H10/- each

(reflecting the successful completion and allotment of 51,85,600 equity shares via the Initial Public Offer in the preceding year).

Preferential Issue of Share Warrants and Forfeiture

During the period under review, pursuant to the approval of shareholders in the Extra-Ordinary General Meeting held on December 06, 2024, and In-Principle approval from the National Stock Exchange of India Limited (NSE) dated January 15, 2025, the Company allotted 15,00,000 Fully Convertible Equity Warrants on a preferential basis at an issue price of H165/- per warrant on January 30, 2025.

TheCompanyreceivedanupfrontpaymentof25%oftheissueprice,aggregatingtoH6,18,75,000/-,fromthefollowingallottees:

Promoter Category: Mr. Vidur Gupta (3,75,000 warrants) and Mr. Sidharth Agarwal (3,75,000 warrants).

Non-Promoter Public Category (FPIs): Eminence Global Fund PCC (2,50,000 warrants), North Star Opportunities Fund VCC (2,50,000 warrants), and Multitude Growth Funds Limited (2,50,000 warrants).

Subsequent Update and Forfeiture:

As a material development up to the date of this report, the warrant holders failed to pay the remaining 75% balance consideration by the statutory deadline of July 30, 2026. Consequently, in terms of the SEBI (ICDR) Regulations, 2018, the 15,00,000 unexercised warrants stand automatically cancelled, and the upfront subscription money of H6,18,75,000/- has been forfeited by the Company.

Migration to Main Board (NSE & BSE)

As a significant development after the close of the financial year, the Company has initiated the process to transition its equity shares from the NSE EMERGE platform to the Main Board of NSE under Chapter IX of the SEBI (ICDR) Regulations, 2018.

Milestone Event	Current Status / Date
Shares Under Migration	2,30,93,096 Equity Shares (Face Value H10/-)
Board Approval	May 27, 2026
Shareholder Approval	July 02, 2026 (Special Resolution via Postal Ballot)
In-Principle Approval Application	Submitted on July 21, 2026 to NSE

The Company has successfully secured shareholder approval and submitted its formal applications for in-principle approval to National Stock Exchange of India Limited. The final migration and commencement of trading on the Main Boards are subject to the receipt of final approvals from NSE.

Adoption of Indian Accounting Standards (Ind AS)

The Companys financial statements for the financial year ended March 31, 2026, have been prepared in accordance with the Accounting Standards (Indian GAAP) prescribed under Section 133 of the Companies Act, 2013.

Consequent to the Companys proposed migration from the NSE EMERGE platform to the Main Boards of National Stock Exchange of India Limited, the Company will fall under the mandate to adopt Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, the Company will transition to and present its financial results under the Ind AS framework beginning from the financial year 2026-27, along with the required restated comparative figures for the current financial year. The management has initiated a preliminary assessment and gap analysis to ensure a seamless transition in accounting frameworks, systems, and controls.

CAPITAL EXPENDITURE INCURRED DURING THE YEAR AND ITS IMPACT ON THE LIQUIDITY OF THE COMPANY

There is no such capital expenditure incurred during the year which has any impact on the liquidity of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Accordingly, disclosing the details of deposits which are not in compliance with the requirements of Chapter V of the Act is not applicable.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at https://www.stmpl.co.in/pdf/investors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(S)

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company.

At the year ended March 31, 2026, the Board had seven (7) Directors, comprising of two (2) Executive Directors, two (2) Non-Executive Non-Independent Directors and three (3) Non- Executive Independent Directors including one (1) Woman Independent Director.

During the financial year under review and up to the date of this report, the Board composition witnessed the following changes:

Re-appointment

Based on the recommendation of the Nomination & Remuneration Committee ("NRC"), Board of Directors ("Board") approved:

Re-appointment of Shri Sidharth Agarwal (DIN:05213023) as Whole-Time Director for a period of 3 (three) years with effect from December 01, 2025. The Board approved the said appointment at the meeting held on August 12, 2025. The said reappointment was further approved by the shareholders of the Company at the 13^th Annual General Meeting of the Company held on September 18, 2025.

Re-appointment of Shri Vidur Gupta (DIN: 05213073) as Managing Director for a period of 3 (three) years with effect from December 01, 2025. The Board approved the said re-appointment at the meeting held on August 12, 2025. The said re-appointment was further approved by the shareholders of the Company at the 13^th Annual General Meeting of the Company held on September 18, 2025.

Director Retiring by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Rajeev Agarwal (DIN: 00107401), Non-Executive Director, retire by rotation at the ensuing AGM. The Board on the recommendation of NRC, has recommended his re-appointment. Brief profile of Shri Rajeev Agarwal along with the disclosures required pursuant to the Listing Regulations and the Act are provided for attention of the Members in the Notice of 14^th AGM.

Code of Conduct

The Board has laid down Code of Conduct & Ethics for Directors and Management Personnel of the Company and the same can be accessed using the following link: https://stmpl. co.in/pdf/investors/Code%20of%20Conduct.pdf. All members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct.

Declarations

The Company has received declarations from all three Independent Directors of the Company confirming that:

(i) they meet the criteria of independence prescribed under the Act and the Listing Regulations;

(ii) they have registered their names in the Independent Directors Databank;

(iii) they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence; and

(iv) they are not debarred from holding the office of Director under any SEBI order or any other such authority.

Key Managerial Personnel(s) (KMPs)

During the year, following changes occurred in the Key Managerial Personnels (KMPs) of the Company:

Appointment(s)

Mr. Alok Pandey was appointed as the Company Secretary and Compliance Officer w.e.f. May 27, 2026.

Cessation(s)

Mr. Nitesh Anand resigned from the position of Company Secretary and Compliance Officer w.e.f. from close of business hours on May 19, 2026.

As at the date of this report, the Company has following KMPs:

(i) Mr. Vidur Gupta, Managing Director;

(ii) Mr. Sidharth Agarwal, Whole-Time Director & Chief Financial Officer;

(iii) Mr. Atanu Banerjee, Chief Executive Officer; and

(iv) Mr. Alok Pandey, Company Secretary and Compliance Officer.

BOARD MEETINGS

Five (5) meetings of the Board were held during the year under review i.e. May 27, 2025; August 12, 2025; November 14, 2025; January 21, 2026; and March 06, 2026.

The gap intervening between two meetings of the Board was within the time prescribed under the Act and the Listing Regulations.

Attendance of Directors at Board Meetings held during FY 2025-26:

Name of Director	Category	No. of Meetings Eligible to Attend	No. of Meetings Attended
Mr. Vidur Gupta	Executive / Managing Director	5	5
Mr. Sidharth Agarwal	Executive / Whole-Time Director & CFO	5	5
Mr. Rajeev Agarwal	Non-Executive Non-Independent	5	5
Mr. Rajesh Gupta	Non-Executive Non-Independent	5	5
Mr. Anup Kumar Jaiswal	Independent Director	5	4
Ms. Anubha Agarwal	Independent Director	5	3
Mr. Suresh Kumar Mehra	Independent Director	5	5

ANNUAL PERFORMANCE EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of the Listing Regulations, NRC and Board of Directors have put in the place a robust framework for annual evaluation of the performance of the Board, working of its statutory Committees, Individual Directors and the Chairperson including the Independent Directors and Board as a whole, keeping in view the Board priorities and practices ("Board Evaluation").

Further, to comply with Regulation 25(4) of the Listing Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairperson and Board as a whole at a separate meeting of Independent Directors held on March 30, 2026.

The Board Evaluation was carried out, pursuant to the relevant provisions of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI.

The responses were analyzed, and the outcome of the Board Evaluation was subsequently discussed by the NRC and the Board. The Board is of the opinion that all the Directors including Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act read with Rules made thereunder and the Listing Regulations.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board on the recommendation of NRC, adopted Nomination and Remuneration Policy for selection, appointment and remuneration of the Directors, Key managerial personnel and senior management employees of the Company ("Policy"). The said Policy sets out the guiding principles for NRC to identify the persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company, in terms of sub-section (3) of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations.

The policy is available on Companys website, at https:// stmpl.co.in/pdf/investors/Nomination%20and%20 Remuneration%20policy.docx.pdf

We affirm that the remuneration paid to Directors, Key Managerial Personnel and Senior Management is in accordance with the said remuneration Policy.

COMMITTEES OF THE BOARD

The Board supervises the execution of its responsibilities by the Committees and accordingly, has constituted subcommittees with well-defined purpose and clear expectations, to focus on specific areas. The Committees of the Board play a crucial role in our governance structure ensuring that the right level of attention and consideration are given to specific matters. The Committees make informed decisions in line with the delegated authority.

The Board has following statutory Committees functioning in accordance with their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility (CSR) Committee

4. Stakeholders Relationship Committee

An all-inclusive update on composition, and terms of reference for each committee are provided on the website of the Company at https://stmpl.co.in/pdf/investors/ Committees.docx.pdf.

During the year, all recommendations made by each of the Committees were accepted by the Board. The minutes of the meetings of all the Committees were placed before the Board for noting.

RELATED PARTY TRANSACTIONS

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2026 and hence, does not form part of this Report.

All related party transactions were entered into with the prior approval of the Audit Committee. A report on the transactions, specifying the nature, value and terms and conditions of the same, done during the half year vis-?-vis the approval granted are presented to the Audit Committee on a half yearly basis for its review.

The Policy on Related Party Transactions is available on the website of the Company at https://www.stmpl. co.in/pdf/investors/Policy_Materiality/Policy_on_ materiality_of_related_party_transactions_%20REVISED_ ON_2805_2025.pdf.

Members may refer to notes to the Financial Statements setting out the details of the related party transactions pursuant to Accounting Standards.

LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act have been disclosed in the financial statements, which forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Companys operations do not involve high energy consumption. However, adequate measures are taken to conserve energy by optimizing office equipment and utilities. The company has not absorbed any external technology or conducted formal R&D during the financial year.

Foreign Exchange Earnings and Outgo (Fig. in Lakhs)

Foreign Exchange earned in terms of actual inflows during the year: J 6,5045.49

Foreign Exchange outgo during the year in terms of actual outflows: J 32.22

PARTICULARSOFEMPLOYEESANDREMUNERATION

The statement of disclosure pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and annexed as Annexure II.

In terms of provision of Section 136 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company up to the date of the forthcoming AGM. Any member interested in obtaining a copy of the said statement may write to the Company Secretary and the same will be furnished upon such request.

AUDITORS

Statutory Auditors

M/s. B. Chhawchharia & Co., Chartered Accountants (Firm Registration No. 305123E) were appointed as Statutory Auditors of the Company at the Twelfth (12^th) AGM of the Company held on September 24, 2024 to hold office for a second term of five (5) years till the conclusion of the Seventeenth (17^th) AGM.

Statutory Auditors have confirmed their eligibility as required under Section 139 and 141 of the Companies Act, 2013 and the rules made thereunder, to continue and hold office as auditors.

The report given by the Auditors on the Financial Statements of the Company for financial year 2025-26 forms part of this Annual Report. There has been no qualification, reservation or adverse remarks given by the Auditor in their report affecting the financial position of the Company.

Further, the Auditors Report being self-explanatory does not call for any further comments from the Board of Directors. During the year under the review, no instances of fraud have been reported by the Statutory Auditors under Section 143(12) of the Act and the rules framed thereunder, neither to the Company nor to the Central Government.

The Statutory Auditors were also present at the last AGM of the Company.

Cost Auditors

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company considering the nature of its business (supply of manpower services), and accordingly, such accounts and records are not required to be made and maintained.

Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have approved the appointment of M/s. Vijay K. Singhal & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Reg. No. S2013DE223300) as Secretarial Auditors of the Company for the Financial Year 2026-27 on payment of such remuneration as may be mutually agreed between the Management and the Secretarial Auditors.

M/s. Vijay K. Singhal & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment would be within the prescribed limits under the Act & Rules made thereunder and Listing Regulations. They have also confirmed that they are not the disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and the Listing Regulations.

M/s. Vijay K. Singhal & Associates were appointed as Secretarial Auditors to conduct an audit of the secretarial records for the financial year 2025-26 as required under Section 204 of the Act and rules made thereunder. The Secretarial Audit Report does not contain any adverse remarks or disclaimer and forms part of this report as Annexure III.

The Secretarial Auditors were also present at the last AGM of the Company.

Internal Auditor

The Board of Directors based on the recommendation of the Audit Committee, appointed Mr. Saurav Saxena as an Internal Auditor of the Company for the financial year 2025-26, to conduct the Internal Audit on the basis of detailed Internal Audit Plan, approved by the Audit Committee.

Mr. Saxena has been re-appointed as the Internal Auditor of the Company for financial year 2026-27.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL

As a vital component of Enterprise Risk Management Framework, our internal control procedures are designed to ensure compliance with laws and regulations, adherence to policies and guidelines, effective internal processes, timely remediation of deficiencies, and the reliability of financial reporting.

In compliance to requirements of the Act, your Company has put in place, an independent and objective inhouse internal audit department designed to provide reasonable assurance with regards to the effectiveness and adequacy of the internal control system and processes. The internal audit plan is based on risk assessment, which is approved by the Audit Committee.

The in-house internal audit department, along with assistance from third party audit firms, provides audit assurance, add value to improve the Companys end to end processes through a systematic disciplined approach, from inception, through fieldwork to final reporting.

Also, as per requirements of the Act, a detailed internal financial control framework has been documented, for monitoring the effectiveness of controls in daily operations and timely remediation of deficiencies through a structured evaluation and test program. The said framework is reviewed and updated annually. Operating effectiveness of such framework is tested on annual basis and results are presented to Board/ Audit Committee. Controls self-assessments are performed by respective process owners annually for the defined controls.

The Audit Committee does a regular review of the internal audit reports submitted by the Internal Auditor and an action plan for remedial actions is put in place. The Audit Committee is continuously apprised of the action plan status. The Committee also meets the Companys statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations, if any.

The Company confirms that the internal financial controls were adequate and operating effectively.

CORPORATE GOVERNANCE

Conducting our business with integrity, transparency, and accountability remains central to our corporate philosophy. As an SME listed entity, the formal Corporate Governance Report as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company.

However, we remain deeply committed to the principles of sound corporate governance. The Company continuously strives to adopt and maintain ethical business practices, ensure regulatory and legal compliance, safeguard stakeholder interests, and effectively manage risks across all levels of management.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has in place a robust vigil mechanism for reporting genuine concerns through its Whistle Blower Policy. As per the policy adopted, all complaints are reported to the Whistle and Ethics Officer of the Company. All employees and stakeholders can register their integrity related concerns by writing to the Whistle and Ethics Officer under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as "Protected disclosure under the Whistle Blower policy" or sent through email with the subject "Protected disclosure under the Whistle Blower policy". Your Company investigates such complaints speedily, confidentially and in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained.

All whistle-blower cases are periodically presented and reported to the Companys Audit Committee. The Whistle Blower Policy is available on Companys website at https:// www.stmpl.co.in/pdf/investors/Vigil%20Mechanism/ Updated%20Vigil%20Mechanism.pdf

It is affirmed that no personnel of the Company have been denied access to the Chairperson of Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed and there is no material departure from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31, 2026 and of the profit of the Company for that period;

c) 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 irregularities;

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

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS AND TRIBUNALS

There has been no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

RISK MANAGEMENT

Building a strong risk management culture and robust internal mechanisms is central to the Companys sustainable growth. The Company recognizes that each risk is unique and requires a tailored approach in the way it is identified, assessed, monitored, and mitigated.

In compliance with the requirements of the Companies Act, 2013, the Company has developed and implemented a comprehensive Risk Management Policy. This policy outlines clear assessment procedures aimed at risk minimization and ensures that the management controls operational, financial, and strategic risks through a properly defined framework. These procedures are periodically reviewed by the Board of Directors to adapt to changing market dynamics and ensure business continuity.

The primary objective of our Risk Management Policy is to proactively identify potential vulnerabilities, assess their impact, and implement effective mitigation measures to safeguard the

Companys assets, ensure operational efficiency, and protect stakeholder value.

The Board has periodically reviewed and evaluated the risk management framework and confirms that, in its opinion, there are no elements of risk which may threaten the existence of the Company.

The Risk Management Policy of the Company is reviewed periodically and can be accessed on the Companys official website at https://www.stmpl.co.in/investors/.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to creating a safe and healthy work environment with zero tolerance for sexual harassment and victimization of any kind at all levels of the organization. The Company has in place a Policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The policy sets clear and consistent expectations of workplace conduct, outlines the roles and responsibilities of employees, managers, and witnesses in creating a workplace free of harassment of any kind, and highlights the different reporting channels available to report concerns, while maintaining confidentiality and protection against retaliation.

The essence of the policy is communicated to all employees across the organization at regular intervals through assimilation awareness and training programs.

Pursuant to the above provisions, the Company has constituted Internal Complaints Committees (ICCs) which have been given the responsibility to receive and address the complaints.

A brief update on these cases were reported to the Audit Committee and Board of Directors of the Company on quarterly basis.

The Company did not receive any complaint during the year, under the Sexual Harassment policy. Also, no complaint was pending at the beginning of the financial year 2025-26.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2025-26 is as under: -

1. Number of complaints pending at the beginning of the financial year	NIL
2. Number of complaints filed during the financial year	NIL
3. Number of complaints disposed off during the financial year	NIL
4. Number of cases pending for more than ninety days	NIL
5. Number of complaints pending at the end of the financial year	NIL

TRANSFER OF UNCLAIMED DIVIDEND & SHARES IN FAVOR OF INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY

The provisions of Sections 124 and 125 of the Companies Act, 2013, regarding the transfer of unclaimed or unpaid dividends and underlying shares to the Investor Education and Protection Fund (IEPF) Authority, are not applicable to the Company for the financial year under review, as the Company has not declared any dividend since its incorporation. Consequently, no amounts or shares were required to be transferred to the IEPF Authority under the said provisions.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The objective of the Code of Conduct for Prevention of Insider Trading ("Code") of the Company is to protect the interest of shareholders at large, prevent misuse of any unpublished price sensitive information and prevent any insider trading activity by dealing in shares of the Company by its Designated Persons. The Code adopted by the Company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, is uploaded on the website of the Company and can be accessed at https://stmpl.co.in/pdf/investors/ Code%20of%20Conduct/stml-code-of-practices-and-fair-disclosure-of-upsi.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, a detailed report on the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report.

Cautionary Statement

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statement.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee and formulated a CSR Policy.

During the Financial Year under review, the Company was required to spend an amount of H26.46 Lakhs, against which the Company has successfully incurred a CSR expenditure of J26.25 Lakhs. The core CSR initiatives were undertaken under the category of protection and restoration of national heritage, art, and culture through a financial contribution made to the Auroville Unity Fund for the development and maintenance of the "Matrimandir" project.

The unspent CSR amount of J21,000/- has been safely transferred to the PM CARES Fund on May 21, 2026, in strict compliance with the statutory timelines prescribed under Section 135(5) of the Companies Act, 2013. The Annual Report on the CSR activities undertaken by the Company during the year is annexed as Annexure IV to this report.

The Company has in place a CSR policy which can be accessed at https://www.stmpl.co.in/pdf/investors/CSR-Policy/STML%20-Corporate-Social-Responsibility-Policy.pdf

STATEMENT OF DEVIATION(S) OR VARIATION(S) IN UTILIZATION OF FUNDS

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted its Statement of Deviation(s) or Variation(s) to the National Stock Exchange of India Limited (NSE) for the half-year ended March 31, 2026.

The Company confirms that the initial upfront application money of H 6,18,75,000/- received against the preferential allotment of 15,00,000 Fully Convertible Equity Warrants was utilized strictly for the objects for which the funds were raised, namely towards meeting working capital requirements, capital expenditure, and general corporate purposes. There has been no deviation or variation between the original objects and the actual utilization of funds.

As detailed separately in this report, the remaining 75% consideration was not remitted by the warrant holders within the statutory timeline ending July 30, 2026, resulting in the automatic cancellation of the warrants and the forfeiture of the upfront application money by the Company. Since the proceeds received have been fully accounted for and the underlying warrants stand cancelled, no further reporting under Regulation 32 will be applicable to the Company for this issuance in future periods.

OTHER DISCLOSURES

Secretarial Standards

The Company has complied with the Secretarial Standards-1 (Meetings of Board of Directors) and Secretarial Standards-2 (General Meetings) issued and amended from time to time, by the Institute of Company Secretaries of India.

Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the period under review, no application was made by or against the Company and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof

During the year under review, the Company has not entered into any one-time settlement with Banks or Financial Institutions, therefore, there was no reportable instance of difference in amount of the valuation.

Maternity Benefit Act

Your Company has complied with all applicable provisions of the Maternity Benefit Act, 1961.

Listing on stock exchanges

The Companys shares are listed on National Stock Exchange of India Limited- Emerge.

General

During the year under review, there was no change in nature of business of the Company.

Human Resources

At the end of March 2026, the total employee strength of the Company was 39,340. The Companys focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in operation. Incentives are given wherever required to motivate staff to meet Companys overall objectives.

ACKNOWLEDGMENT

The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufactures and all other stakeholders for their continuous support given by them to the Company and their confidence in its management. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

	For and on behalf of the Board
	Spectrum Talent Management Limited
	Vidur Gupta	Sidharth Agarwal
Date: August 12, 2026	Managing Director	Whole-Time Director
Place: Noida	DIN: 05213073	DIN: 05213023