Steamhouse India Ltd Directors Report

<dhhead>BOARD’S REPORT</dhhead>

To,

The Members,

Steamhouse India Limited

Your directors have pleasure in presenting their Tenth Annual Report on the business and operations of the company together with Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

	Standalone		Consolidated
Particulars	2024-2025	2023-2024	2024-2025	2023-2024
	Amount (In Million)	Amount (In Million)	Amount (In Million)	Amount (In Million)
Revenue from Operations	3951.06	2917.10	3,951.06	--
Other Income	34.23	14.46	34.23	--
Profit/(Loss) before Depreciation, Extraordinary items and	505.69	511.74	505.59	--
Tax
Less: Depreciation	115.94	78.70	115.94	--
Profit/(Loss) before Exceptional items and tax	389.75	433.04	389.65	--
Less: Prior Period Expense	0.00	0.00	0.00	--
Profit/(Loss) before tax	389.75	433.04	389.65	--
Less: Provision for Income Tax	60.17	88.37	60.17	--
Less/(Add): Deferred Tax Liability/(Asset)	13.75	62.19	13.75	--
Less/(Add): Short/ Excess Provision of Tax Expenses of	4.12	10.62	4.11	--
earlier year(s)
Profit/(Loss) after tax	311.71	271.86	311.61	--
Profit attributable to Owner of the holding company	--	--	311.61	--
Add: Balance B/F from the previous year	390.97	419.11	390.95	--
Less: Utilization of issue of bonus share	0.00	300.00	0.00	--
Balance Profit/ (Loss) C/F to the next year	702.68	390.97	702.56	--

2. PERFORMANCE REVIEW, OPERATION AND PROSPECTS:

During the year under review, the revenue from operations was 3951.06 million (PY 2917.10 million). The Company has earned net profit after tax of 311.71 million (PY 271.86 million).

Your Company is well on its way to achieving further growth and creating a stronger presence in the industry. In line with its long-term vision, the Company has been strategically focusing on entering new geographical markets across India, thereby broadening its customer base and enhancing market penetration. At the same time, the Company is committed to adopting and implementing modern, state-of-the-art technologies in the field of energy generation. These initiatives are expected not only to strengthen operational efficiency and sustainability but also to drive innovation and competitiveness. With these efforts, the Company remains confident of achieving significant growth and delivering greater value to its stakeholders in the years to come.

During the year under review, Consolidated Gross Revenue from operations of Company stood at 3,951.06 million and earned net profit of 311.61 million.

3. DIVIDEND:

During the year under review, the company has earned net profit. However, to strengthen long term financial position of company, your directors decided to retain the profit and hence do not recommend any dividend for the year.

4. TRANSFER TO RESERVES:

The company has not transferred any amount to General Reserve during the financial year.

5. CAPITAL STRUCTURE: v SHARE CAPITAL

The Company has one class of share i.e. equity share having face value of 2/- each. There was no change in the share capital of the Company during the year under review. The issued, subscribed and fully paid-up share capital of the Company as at 31st March, 2025 stood at

45,19,53,500 consisting of 22,59,76,750 fully paid up equity shares of 2/- each.

v DEBT STRUCTURE

On November 1, 2024, the Company made a prepayment of 42,50,00,000/- towards its outstanding debentures. As a result, the face value of each debenture was reduced from

1,00,000/- to 43,333.34/-

Thus, as at the end of the financial year, there are 7500 outstanding Non-convertible debentures having nominal value of 43,333.34/- each aggregating to 32,50,00,000.

v EMPLOYEE STOCK OPTION PLAN

During the year under review, the company under the ‘Steamhouse - Employees Stock Option Plan 2024’ has granted options to eligible employees, not exceeding 0.50% of the issued equity share capital in any one financial year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since the incorporation of the Company in June, 2015, here has been no amount of unclaimed or unpaid dividend and the interest thereon which has remained outstanding for a period of seven years or more and hence, no amount was required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central government pursuant to provision of Section 125 of the Companies Act, 2013.

7. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

The company has One Wholly-Owned Subsidiary Company, M/s. Steamhouse Welfare Foundation. The detail of the company as per Form AOC-1 is annexed with this report as Annexure-I.

8. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of the company affirms that the company has complied with the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India relating to meetings of Board of Directors and its Committees and meetings of Shareholders of the company.

9. MAINTENANCE OF COST RECORD:

The Company has made and maintained the Cost Records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Composition of Board and Key Managerial Personnel:

Board Composition:

a) Mr. Vishal Sanwarprasad Budhia - Chairman and Managing Director

b) Mr. Yadav Lalankumar Dayanand - Executive Director c) Mr. Ramprakash B Sharma - Executive Director

d) Mr. Vinay Omprakash Sonthalia - Independent Director

e) Mr. Rathod Baldevsinh Yogendrasinh - Independent Director

f) Mrs. Richa Manoj Goyal - Independent Director

Whole-time Key Managerial Personnel in terms of Section 203 of the Act:

a) Mr. Shyam Bhadresh Kapadia

- Company Secretary & Compliance Officer

b) Mr. Vaibhav Gattani - Chief Financial Officer

• Changes in Directors & Key Managerial Personnel:

During the year under review, there has been no change in the composition of the Board of Directors and the Key Managerial Personnel of the Company.

• Directors retire by rotation

As per the provisions of the Act and Articles of Association of the Company, Mr. Yadav Lalankumar Dayanand (DIN: 07893781), an Executive Director of the Company, retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment at the 10^th Annual General Meeting of the Members of the Company.

• Declaration by the Independent Directors

The Board is of the opinion that (i) Mr. Vinay Omprakash Sonthalia (ii) Mr. Rathod Baldevsinh Yogendrasinh and (iii) Mrs. Richa Manoj Goyal, the Independent Directors of the Company are independent in terms of Section 149(6) of the Companies Act, 2013 and are the persons of integrity and also possess the relevant expertise and experience of their relevant fields to discharge their duties as an independent director.

Further, they have provided their declaration of independence under Section 149(7) and Schedule IV of the Companies Act, 2013. All the Independent Directors have confirmed that they have registered themselves with the Independent Directors’ Database of the Indian Institute of Corporate Affairs (IICA).

COMMITTEES OF BOARD:

There are Four Committees constituted as per Companies Act, 2013, which are as follows;

a) Audit Committee; b) Nomination and Remuneration Committee; c) Stakeholder’s Relationship Committee. d) Corporate Social Responsibility Committee

A. Audit Committee

The Board had constituted qualified Audit Committee pursuant to provision of Companies Act, 2013. The constitution of said Committee was approved by a meeting of the Board of Directors held on October 19, 2022. The Audit Committee confirms that it fulfils the requirements as set out in the Companies Act, 2013.

Composition of Audit Committee is as below:

a) Mr. Vinay Omprakash Sonthalia - Independent Director (Chairman)

b) Mr. Vishal Sanwarprasad Budhia -

Chairman and Managing Director (Member)

c) Mrs. Richa Manoj Goyal

- Independent Director (Member)

Terms of Reference:

Terms of Reference of Audit Committee are as follows:

(a) Oversight of the Company’s financial reporting process, examination of the financial statement and the auditors’ report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; (b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors, including the internal auditor, cost auditor and statutory auditor, of the Company and the fixation of audit fee;

(c) Approval of payments to statutory auditors for any other services rendered by the statutory auditors of the Company;

(d) Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

(i) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

(ii) Changes, if any, in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on the exercise of judgment by the management of the Company;

(iv) Significant adjustments made in the financial statements arising out of audit findings;

(v) Compliance with listing and other legal requirements relating to financial statements;

(vi) Disclosure of any related party transactions; and

(vii) Modified opinion(s) in the draft audit report.

(e) Reviewing, with the management, the quarterly, half yearly and annual financial statements before submission to the board for approval; (f) Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the issue document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter;

(g) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

(h) Formulating a policy on related party transactions, which shall include materiality of related party transactions;

(i) Approval or any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;

Explanation: The term ‘‘related party transactions’’ shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

(j) Review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

(k) Scrutiny of inter-corporate loans and investments;

(l) Undertaking or supervising valuation of undertakings or assets of the company, wherever it is necessary;

(m) Evaluation of internal financial controls and risk management systems; (n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(p) Discussion with internal auditors of any significant findings and follow up thereon;

(q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

(r) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(s) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(t) Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;

(u) Reviewing the functioning of the whistle blower mechanism;

(v) Approval of the appointment of the Chief Financial Officer of the Company (‘‘CFO’’)

(i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc., of the candidate;

(w) Carrying out any other functions as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or as provided under the provisions of the Companies Act, the SEBI Listing Regulations and other applicable laws (if applicable);

(x) To formulate, review and make recommendations to the Board to amend the Terms of Reference of Audit Committee from time to time;

(y) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

(z) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

(aa) Reviewing the utilization of loans and/ or advances from/investment by the Company in the subsidiaries exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision;

(bb) To consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc. on the Company and its shareholders and;

(cc) Carrying out any other functions as may be required / mandated and/or delegated by the Board as per the provisions of the Companies Act, 2013, SEBI Listing Regulations, uniform listing agreements and/or any other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties.’’

B. Nomination and Remuneration Committee:

The nomination and remuneration policy is being formulated in compliance with section 178 of the Companies Act, 2013 and rules made there under. The Nomination and Remuneration Committee was constituted by a resolution of our Board at their meeting held on February 14, 2023 and was re-constituted by a resolution of our Board at their meeting held on April 15, 2025.

*Composition of Nomination and Remuneration Committee is as below:

a) Mrs. Richa Manoj Goyal

- Independent Director (Chairperson)

b) Mr. Vinay Omprakash Sonthalia - Independent Director (Member)

c) Mr. Rathod Baldevsinh Yogendrasinh - Independent Director (Member)

*Mr. Vishal Sanwarprasad Budhia ceased to be a member of the Committee with effect from April 15, 2024.

Term of Reference:

Terms of Reference of Nomination and Remuneration Committee are as follows:

(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) 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.

(b) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may:

(i) use the services of any external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(iii) consider the time commitments of the candidates.

(c) Formulation of criteria for evaluation of performance of independent directors and the Board;

(d) Devising a policy on Board diversity;

(e) Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria of every director’s performance (including independent) in its annual report; (f) Analysing, monitoring and reviewing various human resource and compensation matters;

(g) Determining the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

(h) Recommending to the Board the remuneration, in whatever form, payable to the senior management personnel and other staff (as deemed necessary);

(i) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

(j) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

(k) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

(l) Construing and interpreting the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/ plan (‘‘ESOP Scheme’’) and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme;

(m) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: a. the Securities and Exchange Board of

India (Prohibition of Insider Trading) Regulations, 2015, as amended; and

b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003, as amended,

by the Company and its employees, as applicable;

(n) Performing such other activities as may be delegated by the Board of Directors and/ or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

(o) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.’’

C. Stakeholders’ Relationship Committee:

Pursuant to Provisions of Companies Act, 2013 and rules made there under; Company Constituted Stakeholders’ Relationship Committee and Decided Role of said Committee. The constitution of said Committee was approved by a meeting of the Board of Directors held on October 19, 2022.

Composition of Stakeholders’ Relationship Committee is as below:

a) Mr. Vinay Omprakash Sonthalia - Independent Director (Chairman)

b) Mr. Yadav Lalankumar Dayanand - Executive Director (Member) c) Mr. Ramprakash B Sharma - Executive Director (Member)

Terms of Reference:

Terms of Reference of Stakeholders’ Relationship Committee are as follows:

(a) Redressal of all security holders’ and investors’ grievances such as complaints related to transfer of shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, issue of new/duplicate certificates, generals meetings, etc., assisting with quarterly reporting of such complaints and formulating procedures in line with statutory guidelines to ensure speedy disposal of various requests received from shareholders;

(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;

(c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

(d) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

(e) Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

(f) Reviewing the adherence to the service standards by the Company with respect to various services rendered by the registrar and transfer agent of our Company and to recommend measures for overall improvement in the quality of investor services;

(g) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority;

(h) To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board of Directors from time to time;

(i) To approve requests for transfer, transposition, deletion, consolidation, subdivision, change of name, dematerialization, rematerialisation etc. of shares, debentures and other securities;

(j) To monitor and expedite the status and process of dematerialization and rematerialisation of shares, debentures and other securities of the Company; and

(k) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.

D. Corporate Social Responsibility Committee:

Pursuant to Provisions of Companies Act, 2013 and rules made there under; Company Constituted Corporate Social Responsibility Committee and Decided Role of said Committee. The constitution of said Committee was approved by a meeting of the Board of Directors held on October 19, 2022.

Composition of Corporate Social Responsibility Committee is as below:

a) Mr. Vinay Omprakash Sonthalia - Independent Director (Chairman)

b) Mr. Vishal Sanwarprasad Budhia

- Chairman and Managing Director (Member)

c) Mr. Yadav Lalankumar Dayanand - Executive Director (Member)

Terms of Reference:

Terms of Reference of Corporate Social Responsibility Committee are as follows:

(a) To formulate and recommend to the Board, a corporate social responsibility policy stipulating, amongst others, the guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual action plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;

(b) Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit of the Company in the three immediately preceding financial years or where the Company has not completed the period of three financial years since its incorporation, during such immediately preceding financial years;

(c) To monitor the Corporate Social Responsibility Policy of the company from time to time;

(d) To identify corporate social responsibility policy partners and corporate social responsibility policy programs;

(e) To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programs undertaken by the Company;

(f) To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;

(g) To review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programs;

(h) To perform such other duties and functions as the Board may require the corporate social responsibility committee to undertake to promote the corporate social responsibility activities of the Company and exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act;

(i) To take note of the Compliances made by implementing agency (if any) appointed for the corporate social responsibility of the Company;

(j) The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its corporate social responsibility policy, which shall include the following:

(i) the list of corporate social responsibility projects or programs that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act;

(ii) the manner of execution of such projects or programs as specified in the rules notified under the Companies Act;

(iii) the modalities of utilisation of funds and implementation schedules for the projects or programs;

(iv) monitoring and reporting mechanism for the projects or programs; and

(v) details of need and impact assessment, if any, for the projects undertaken by the Company; and

(k) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct or Ethics Policy.

It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairperson of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. The Chairperson of the Audit Committee is the vigil officer for this purpose. The Vigil Mechanism - Whistle Blower Policy of the Company is available at the website of the Company at https://steamhouse. in/investors-relation/.

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the directors of the company confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended on 31^st March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 31^st March, 2025 and of the profit and loss account of the company for that period.

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The directors have prepared the Annual accounts on a ‘going concern basis’ and

(e) The Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and are operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

13. MEETINGS:

v Board Meetings:

The Board of Directors of the Company met five times during the financial year 2024–25. The details of the meetings are as under:

SN	Date of Meeting	No. of Directors on Board	No. of Directors Present	Attendance %
1.	19/06/2024	6	4	66.67%
2.	29/07/2024	6	4	66.67%
3.	03/09/2024	6	5	83.33%
4.	21/10/2024	6	6	100.00%
5.	18/12/2024	6	4	66.67%

The maximum interval between any two consecutive Board Meetings during the financial year did not exceed 120 days, as prescribed under the Companies Act, 2013 and the Secretarial Standards issued by ICSI.

v Committee Meetings:

A. AUDIT COMMITTEE:

During the financial year the Audit Committee of the company met Five times. The details of the meetings are as under:

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1.	26/04/2024	3	3	100.00%
2.	19/06/2024	3	3	100.00%
3.	29/07/2024	3	3	100.00%
4.	21/10/2024	3	3	100.00%
5.	13/02/2025	3	3	100.00%

The maximum interval between any two consecutive Audit Committee Meetings did not exceed 120 days, in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

B. NOMINATION AND REMUNERATION COMMITTEE:

During the financial year the Nomination and Remuneration Committee of the company met 3 times. The details of the meetings are as under:

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1.	19/06/2024	3	3	100.00%
2.	18/12/2024	3	3	100.00%
3.	18/01/2025	3	3	100.00%

C. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

During the financial year the Stakeholders’ Relationship Committee of the company met one time.

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1.	07/03/2025	3	3	100.00%

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

During the financial year the Corporate Social Responsibility Committee of the company met one time.

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1.	18/06/2024	3	3	100.00%

E. INDEPENDENT DIRECTOR’S MEETING:

During the financial year the Independent Directors of the company met one time.

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1.	28/03/2025	3	3	100.00%

14. ANNUAL RETURN:

In compliance of Section 92 and Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the FY 2024-25 is available on the Company’s website and can be accessed at https://steamhouse.in/.

15. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH

THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS:

v STATUTORY AUDITOR:

The company’s Auditor, M/s. Natvarlal Vepari

& Co., Chartered Accountants (FRN: 123626W) was appointed for a period of 5 years from the conclusion of 06^th AGM till the 11^th AGM.

Qualification(s) and Directors’ comments on the report of Statutory Auditor:

The observations made in the Auditor’s Report are self-explanatory and do not require further explanation. There was no adverse remark in audit report.

v SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M. D. Baid & Associates, Practicing Company Secretaries to undertake the secretarial audit for the Financial Year 2024-25 of the Company.

The Secretarial Audit was conducted by CS Mohan Baid, Practicing Company Secretary, and the report thereon is annexed herewith as ‘‘Annexure-II’’.

Qualification(s) and Directors’ comments on the report of Secretarial Auditor:

There are no qualifications, reservations, or adverse remarks made by the Secretarial Auditors in their Report, and the same is self-explanatory.

v COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has maintained the cost accounts and records for the FY 2024-25. The Board, on the recommendation of the Audit

Committee, has appointed Smit Desai & Associates, Cost Accountants (Registration No. 001876) as cost auditor to conduct the audit of the cost records maintained by the Company for the FY 2024-25.

Further, the Board, on the recommendation of the Audit Committee, has re-appointed Smit Desai

& Associates, Cost Accountants (Registration No. 001876) as Cost Auditor for the financial year 2025-26 on a remuneration of 90,750 (Rupees Ninety Thousand Seven Hundred Fifty only) plus applicable tax and out of pocket expenses. Smit Desai & Associates, Cost Accountants, have confirmed that their re-appointment is within limits defined under Section 139 of the Act and have also certified that they are free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm’s length relationship with the Company.

Pursuant to the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. The remuneration payable to Smit Desai & Associates, Cost Auditor, has already been ratified by the Members of the Company at the Extraordinary General Meeting held on 18th April 2025.

v Internal Auditor:

M/s. Rangoonwala Associates, Chartered Accountants is appointed as Internal Auditor of the Company to conduct the internal audit of the functions and activities of the Company for the FY 2024-25.

16. PARTICULARS OF LOANS, GUARANTEES AND

INVESTMENTS U/S 186:

The Company has made investments in its wholly-owned subsidiary, Steamhouse Welfare Foundation, a Section 8 company, as detailed in Note No. 6 of the Audited Financial Statements. (Please refer to the Note for details.)

The company has not given any loan or guarantee, provided any securities to any person for the financial year ended 31^st March, 2025.

17. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013:

All transactions entered into with related parties during the financial year were in the ordinary course of business and on an arm’s length basis. There were no material related party transactions undertaken by the Company during the year under review which would require approval of the Members or disclosure in Form AOC-2 pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder.

The details of related party transactions, as required under the applicable Accounting Standards, are disclosed in the Notes to the Audited Financial Statements forming part of this Annual Report. All related party transactions were placed before the Audit Committee and the Board of Directors for their review and approval in compliance with the applicable provisions of the Companies Act, 2013.

18. DEPOSITS

The details relating to the deposits covered under Chapter V of the Act are as under:

Sr. No.	Particulars	Details/ Amount (In Rupees)
i	Deposits accepted during year	Nil
ii	Deposits remained unpaid or unclaimed at the end of year	Nil
iii	Amount of default in repayment of deposits or payment of interest thereon beginning of year	Nil
iv	Maximum amount of default in repayment of deposits or payment of interest thereon during the year	Nil
v	Amount of default in repayment of deposits or payment of interest thereon end of year	Nil

Sr. No.	Particulars	Details/ Amount (In Rupees)
vi	Number of cases of default in repayment of deposits or payment of interest thereon beginning of year	Nil
vii	Maximum number of cases of default in repayment of deposits or payment of interest thereon during the year	Nil
viii	Number of cases of default in repayment of deposits or payment of interest thereon end of year	Nil
ix	Details of deposits which are not in compliance with requirement of Chapter V of Act	Nil

19. DISCLOSURE OF UNSECURED LOAN UNDER RULE

2(1)(C)(VIII) OF THE COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014:

The Company has complied with Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 in respect of monies received from Directors, along with necessary declarations.

20. CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is appended hereto as Annexure-III and it forms part of this report.

21. DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:

The Company intends to explore opportunities in the leasing and chartering of aircraft.

22. BOARD EVALUATION:

Pursuant to the applicable provisions of the Act, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in decision making; participation in developing corporate governance; providing advice and suggestion etc. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution in decision making, contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and advice in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY,

AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relates and on the date of this report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

To the best of the Management’s knowledge, no significant and material order(s) were passed by any regulator(s) or courts or tribunals which could impact the going concern status and company’s operation in future.

25. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company’s business. Risk Management is a structured approach to manage uncertainty. An enterprise-wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll- out, all business divisions and corporate functions will embrace Risk Management Structure, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Company’s business system and processes, such that our responses to risk remain current and dynamic.

26. CORPORATE SOCIAL RESPONSIBILITY [CSR]:

Your Company has always emphasized progress with responsibility towards the society and environment. We believe strongly in our core values of empowerment and betterment of the communities, societies and the country as a whole. With such guiding principles, the Company has laid the foundation of a comprehensive approach toward promoting and facilitating various aspects of our surrounding communities.

To demonstrate the responsibilities toward social upliftment in a structured way and in line with the applicability of Section 135 of the Act, your Company has framed a policy on Corporate Social Responsibility to undertake programs/projects and take various initiatives under CSR, which is also available on the Company’s website at https://steamhouse.in/.

The report on CSR activities, along with an Annexure as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached herewith and marked as Annexure-IV.

. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has duly complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company also has in place a comprehensive Anti-Sexual Harassment Policy in line with the requirements of the said Act, ensuring a safe and conducive work environment for all employees.

A summary of complaints received and disposed of during the financial year 2024–25 is as under:

Sr. No. Particulars	Details
i Number of Sexual Harassment	Nil
Complaint received
ii Number of Sexual Harassment	NA
Complaint disposed off
iii Number of Sexual Harassment	Nil
Complaint beyond 90 days

The Company has complied with the provisions of the Maternity Benefit Act, 1961, to the extent applicable. All necessary measures have been undertaken to ensure adherence to the statutory requirements prescribed under the said Act.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR

ADEQUACY:

The Company has a comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Company’s Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31st March, 2025 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the company’s policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

29. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

30. PARTICULARS OF EMPLOYEES:

The Company does not have any employee drawing salary as stipulated under provisions of rule 5(2) of chapter XIII, the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. FAMILIARIZATION POLICY

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of such program are available on the Company’s website https://steamhouse.in/investors-relation/.

32. CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

33. REPORTING OF FRAUDS:

During the year under review, no instances of fraud is reported Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.

34. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT

AND REMUNERATION:

The appointment, removal and remuneration of the directors are subject to the recommendations of the Nomination and Remuneration Committee and in accordance with the provisions of the Act. The Company has a policy on appointment and remuneration of the directors, which, inter alia, provides the criteria for determination of the qualifications, attributes, independence of a director, diversity, and other matters.

The ‘Nomination and Remuneration Policy’ has been formulated under the provisions of the Act and covers remuneration to the Directors, Key Managerial Personnel and the Senior Management Personnel, identification and criteria for selection of appropriate candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel. The policy is available on the website at https://steamhouse.in/investors-relation/.

35. ACKNOWLEDGEMENT:

At SIL, we aim to deliver long-term value for all our stakeholders without compromising on integrity, environmental and social obligations, or regulatory compliance. We consider stakeholder engagement as one of the fundamental building blocks to a successful sustainability strategy. As a responsible sector, with deep-rooted social involvement, we engage closely with our valued stakeholder community, which encompasses our consumers, employees, shareholders, local communities, workers, and the resources we employ in our business. To ensure continual accountability, we have clear governance structures, management processes, and policies in place. We maintain transparency and openness at every level of functioning within the company, thereby assigning responsibility and accountability to individuals, Board committees and management teams.

Your directors place on records their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your directors also thank the business associates, shareholders and other stakeholders of the Company for their continued support.

For and on behalf of the Board of Directors Steamhouse India Limited

Name: Vishal Sanwarprasad Budhia Name: Yadav Lalankumar Dayanand Designation: Chairman and Managing Director Designation: Director DIN: 00017705 DIN: 07893781

Place: Surat Date: 23/09/2025