STEL Holdings Ltd Directors Report

Dear members,

The Board of Directors have pleasure in presenting the Thirty Fifth Annual Report of your company along with the audited financial statements and related annexures, for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Highlights

The revenue of the Company predominantly consists profitafter tax dividendincome.Thenet of the company for the year ended March 31, 2025 was 1587.77 lakhs.

( in lakhs)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total Income	2190.74	1846.41	2190.73	1846.41
Profit / Loss before Tax	2122.09	1774.90	2121.15	1773.98
Provision for Taxation	534.32	447.57	534.88	447.57
Profit/Loss after Tax	1587.77	1328.25	1586.83	1327.33
Total Other Comprehensive Income for the period	24942.04	68954.62	24941.10	68953.70

2. Operations of the Company

Our Company is a Core Investment Company; hence investments are made in the securities of various group companies and dividend received from the said investee companies constitutes the major source of income for the Company. The standalone operating income of the Company is derived from a mix of dividend and interest income. Further, the Company continues to satisfy the criteria of an Unregistered Core Investment Company.

During the year, total income of the company was 2190.74 lakhs as against 1846.41 lakhs in the previous year. The Company recorded a Net profit (after tax) of1587.77 lakhs as against Net Profit (after tax) of1328.25 lakhs in the previous year with an enhanced revenue of 259.52 lakhs.

On a consolidated basis, our Company achieved a revenue of 2190.73 lakhs in FY 2024-25 as against 1846.41 in the previous year. Company earned a net profit of 1586.83 lakhs as against 1327.33 lakhs in the previous year.

3. Material Changes and Commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments,affectingthefinancialposition of the Company that have occurred betweenthecloseofthefinancialyear ended 31 st March, 2025 and the date of this Boards Report.

Change in the Nature of Business

During the year under review, there was no change in the nature of the business. The Company is a Core Investment Company which invests in the securities of group companies.

4. Dividend

Your directors have not declared any dividend on equity shares for the year ended March 31,

2025, in order to conserve the resources for the future years. There are no amounts to be transferred to Investor Education and Protection Fund.

Total amount lying in the Unpaid Dividend Account of the company in respect of the last seven years - Nil When such unpaid Dividend is due for transfer to the IEPF - NA.

The amount of Dividend, if any, transferred by the company to the Investor Education and Protection Fund during the year – NA

5. Transfer to reserves

As permitted under the provisions of the Act, the Board does not propose to transfer any amount to general reserve. The current year profit of 1,587.77 lakhs has been carried forwarded under the retained earnings and accordingly, the closing balance of the retained earnings of the Company for FY 2024-25, after all appropriation and adjustments, was 10,532 lakhs (as on 31st March, 2024 8944 lakhs)

6. Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2025 was 1845.54 lakhs divided into 1,84,55,405 Equity Shares of 10/- each. The company has not made any fresh issue of shares or any other securities during the year under review.

7. Weblink of Annual Return

Pursuant to Section 92(3), Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules,2014, the Company has placed a copy of the Annual Return for the financialyear ended 31 st March, 2025 on its website at: https://stelholdings.com/ annual-returns/.

8. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited.

9. Deposits

The Company has not accepted any deposit within the meaning of sub section (31) of Section 2 and Section 73 of the Companies Act, 2013 and the Rules framed thereunder during the year under review and accordingly, the question of default in repayment of deposits or payment of interest thereon does not arise. As on March 31, 2025, there were no deposits lying unpaid or unclaimed.

10. Particulars of Loans, Guarantees or Investments

Being a Core Investment Company, provisions relating to the investments as per Section 186 of the Act are not applicable to our Company and during the period under review. Our Company has not provided any loans or guarantees as prescribed under the provisions of Section 186 of the

Act.

11. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo

The Additional information required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Report is reproduced herewith:

(a) Conservation of energy and technology absorption:

As the Company holds investments in the other Companies, there are no particulars to be disclosed regarding conservation of energy and technology absorption, as required under provisions of the Act and rules made thereunder.

(b) Foreign Exchange earnings and outgo: Total foreign exchange inflow: Nil Total foreign exchange outflow: Nil

12. Consolidated Financial Statements

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of its subsidiary companies, forms part of this Annual Report. The Consolidated Financial

Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act and annexed to this report.

13. Subsidiary & Associate Company

As on March 31, 2025, the Company has a wholly owned subsidiary, Doon Dooars Plantations Limited ("DDPL"), whose principal business is forming tea estate on any lands, cultivation of tea plants and other products, preparation of tea and any other products upon any lands, purchase and sale of tea, tea seeds etc.

During the year under review, DDPL has not commenced any business operations. Hence the company have not generated any income and does not have any revenue from operations. DDPL has incurred a loss of 0.94 lakhs during the year ended March 31, 2025.

The annual accounts of the subsidiary is available on the website of our company under https:// stelholdings.com/subsidiaries-financials/ . The same may also be made available to shareholders of the company on request. The consolidated financial statements of the company along with its subsidiary prepared for the year 2024-25 in accordance with relevant Indian Accounting Standard issued by Institute of Chartered Accountants of India forms part of the Annual Report.

The consolidated financial results of the company reflect the operations of Doon Dooars Plantations Limited ("DDPL"). As DDPL have not generated any revenue during the year, there is no significant contribution of DDPL in the overall performance of our company.

None of the companies has become or ceased to be a subsidiary or associate of the Company.

The Company holds investments in CFL Capital Financial Services Limited (CFL CFSL). The Honble High Court of Calcutta had passed an order on October 06, 2015, for liquidation of CFL CFSL based on an application filed by a creditor of the company. The office of the officialliquidator, Calcutta had took over possession of the Registered office of CFL CFSL on November 19, 2015 along with books, records and assets. The investment in CFL Capital Financial Services Ltd. (‘CFL) does not fall under the definition of associate company within the meaning of Sec. 2(6) of the Act as the Company does not have significant influence over CFL CFSL such as representation on the Board of Directors of CFL CFSL, participation in policy making processes, transactions between the Company and CFL CFSL, interchange of managerial personnel, provision of essential technical information, etc. As a result, the Company is not treating CFL CFSL as an associate for the purpose of consolidating its financial statements.

A Report on the performance and financial position of the Subsidiary pursuant to Rule 5 of Companies (Accounts) Rules, 2014 is marked as a separate Annexure-1 in Form AOC-1 and forms a part of this Report.

The Company has framed a policy for determining material subsidiaries in terms of Regulation 16 (1)( c ) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 and has uploaded the same on website and at : https://stelholdings.com/code-policies/.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available

14. Corporate Governance Report and Management Discussion and Analysis Report

Your company has taken adequate steps to adhere to all the relevant stipulations laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Corporate

Governance. A separate report on the Corporate Governance (Annexure-D), The Management

Discussion and Analysis (Annexure-C) and the Practicing Company Secretarys Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

15. Directors and Key Managerial Personnel

The Board of your Company consists of the following Eight Directors as on March 31,2025:

Category	Name of Directors
Executive Director	Mr. Abraham Ittyipe
Non-Executive Non - Independent Director	Mr. Mahesh Narayanaswamy
	Mr. Kaushik Roy
	Mr. Alok Kalani
Non- Executive Independent Director	Mr. Sunil Kamalakar Tamhane
	Mr. Rohin Feroze Bomanji
	Mr. Samarth Parekh
	Mrs. Iram Hassan

The composition of the Board is in line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). All the Directors are having vast knowledge and experience in their relevant fieldsand the Company had benefitted immensely by their presence in the Board. TheKey Board qualifications, expertise, attributes are given in details in the Report on Corporate Governance forming part of this Report.

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.

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 (1) (a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board. Your Company has Mrs. Iram Hassan as Woman Independent Director on the Board. The Company has Mr. Abraham Ittyipe as its Wholetime Director, Mr. Sivaram Neelakantan Krishnan as its Chief Financial Officer and Ms. Lakshmi P.S as its Company Secretary who are designated as Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

15.1Change in Directors and Key Managerial Personnel (KMP)

The appointment of Mr. Rohin Feroze Bomanji (DIN: 06971089) and Mr. Samarth Parekh (DIN: 00199598) as Non- Executive Independent Directors of the Company for a first term of five years commencing from August 01,2024 has been approved by the Members of the Company at the last Annual General Meeting of the Company held on September 27,2024 by passing necessary special resolution and the Company has complied with the applicable provisions in this regard.

The appointment of Mr. Sunil Kamalakar Tamhane (DIN: 03179129) as a Non- Executive Independent Director of the Company for a first term of five years commencing from October 01,2024 has been approved by the Members of the Company at the last Annual General Meeting of the Company held on September 27,2024 by passing necessary special resolution and the

Company has complied with the applicable provisions in this regard.

As per the provisions of the Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Alok Kalani (DIN: 03082801), Non-Executive Non-Independent Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, he has offered himself for re-appointment. Your Directors recommend his appointment.

The Board of Directors, at their meeting held on July 24, 2025, has elected and appointed Mr. Alok Kalani (DIN: 03082801), Non-Executive Non-Independent Director as Chairman of the Company from July 24,2025 to October 01,2025.

Mr. Abraham Ittyipe (DIN: 02717344) was appointed as Whole time Director of the Company for a period of 5 years w.e.f. August 13,2020 to August 12, 2025 by the Members at their Annual General Meeting held on September 28, 2020. Accordingly, based on the recommendation of the Nomination and Remuneration Committee (NRC) and approval of the Audit Committee, the Board of Directors at its meeting held on July 24, 2025 have reappointed Mr. Abraham Ittyipe (DIN: 02717344) as WholetimeDirectoroftheCompanyforafurtherperiodoffive years commencing from August 13, 2025 to August 12, 2030, being liabile to retire by rotation, and the remuneration payable to him, subject to the approval of the shareholders at the ensuing 35^th Annual General

Meeting. Accordingly, the proposal for his re-appointment by way of an ordinary resolution is included in the notice convening the ensuing 35^th Annual General Meeting for the approval of members of the Company.

In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, qualification, expertise and other details of Directors proposed to be appointed/re-appointed are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends his re-appointment as stated above in the ensuing Annual General Meeting.

Mr. H.C Dalal (DIN: 00206232), Mr. Umang Kanoria (DIN: 00081108) and Mr. Prem Kapil (DIN: 06921601), has retired as Independent Directors of the Company consequent to the completion of their 2nd term of 5 consecutive years with effect from September 30, 2024. The Board wishes to place on record their sincere appreciation for the valuable services rendered by them during their tenure of office as Independent Directors of the Company.

Apart from the above, there were no changes in the Directors and the Key Managerial Personnel (‘KMP) of the Company, during the year under review.

The Policy on Directors appointment and remuneration, including the criteria for qualifications, positive attributes and independence of Directors forms a part of the Corporate Governance Section of the Annual Report.

15.2Board and its Committee Meetings conducted during the period under review

The details of the composition of the Board and its Committees namely Audit Committee,

Nomination and Remuneration Committee, Stakeholders Relationship Committee and the Meetings held and attendance of the Directors at such Board / Committee Meetings are provided in the Corporate Governance Report under relevant heads which forms a part of this Report.

15.3Declaration by Independent Directors and Statement regarding the opinion of the

Board concerning integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 (1) (b) and 25 (8) of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence, as provided in the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Board is of the opinion that Mr. Sunil Kamalakar Tamhane (DIN: 03179129), Mr. Rohin Feroze Bomanji (DIN: 06971089), Mr. Samarth Parekh (DIN:00199598), who were appointed as Independent Directors of the Company during the year, possess requisite qualifications, experience and expertise and they hold highest standards of integrity. All the Independent Directors have confirmed that they have registered and renewed, if applicable, their names in the data bank maintained with the Indian Institute of Corporate Affairs (‘IICA). The Directors are in compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended and applicable.

Independent Directors of the Company had no pecuniary relationship or transactions with the

Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The Board of Directors have evaluated the Independent Directors appointed/ re-appointed during the year 2024-25 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors are satisfactory.

15.4Board Evaluation

The Annual Evaluation as required under the Act and the Listing Regulations has been carried out by the Board of Directors of its own performance, the performance of each individual Director

(including its chairperson) and its Committees. For this purpose, an Evaluation Questionnaire which was prepared considering the criteria for evaluation in accordance with the Companys "Nomination and Remuneration Policy", approved by the Board of Directors on recommendation of the Nomination and Remuneration Committee, taking into account the applicable provisions of the Act and the rules made thereunder, the Listing Regulations read with the Circulars issued by SEBI in this regard, which inter-alia covered various aspects such as participation in meetings, contributions to strategic decision making, core governance and compliance, etc. The aforesaid Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors. Further, the Independent Directors of the Company met once during the year on Thursday, March 27,2025 to review the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole and to assess the quality, quantity and timeliness of flow of information between the management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

The Committees of the Board were evaluated based on the terms of reference specified by the Board to the said Committee. The Board of Directors was satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Individual Directors including Independent Directors adheres to their applicable criteria.

The criteria for evaluation of the performance of the Non-Executive Directors and Independent Directors have also been explained in the Corporate Governance Report annexed to this Report.

15.5Policy on Appointment and Remuneration of Directors, KMP, Senior Management Personnel and Other employees

The Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company pursuant to the provisions of subsection (3) of Section 178 of the Act and SEBI Listing Regulations. The policy inter-alia covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel, Senior Management Personnel and other employees.

The Nomination and Remuneration Policy is enclosed as Annexure – A to this report and is also available on the website of the company at https://stelholdings.com/code-policies/

15.6Policy on Board Diversity

The Policy on Companys diversity on the Board is provided on the website of the Company and can be assessed at https://stelholdings.com/code-policies/

16. Board Committees

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, number of meetings held during the year under review and other related details including attendance are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

17. Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013.

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and there were no 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 at the end of the financialyear as at March 31, 2025 and of the profit of the company for the c) the directors had taken proper and sufficientcare for the maintenance of adequate records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts for the financial year ended on March 31,2025 on a going concern basis; e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Auditors:

18.1Statutory Auditor and Comments on Auditors Report, if any

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at its 32nd Annual General Meeting appointed M/s. G. Joseph & Associates, Chartered Accountants (Firm Registration Number: 006310S), Kochi as the office StatutoryAuditors theCompanytohold for a period of five years from the conclusion of the 32^nd Annual General Meeting (AGM) until the conclusion of the 37th Annual General Meeting to be held in the year 2027, at a remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.

The Report given by G. Joseph & Associates, Chartered Accountants, Kochi on the financial statement of the Company for the FY 2024-25 is part of the Annual Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act be disclosed under Section 134 (3) (ca) of the Act., therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Statutory Auditors Report for the FY 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer. The Report is enclosed with the financial statements in this Annual

Report.

Details in respect of frauds

No frauds were reported by auditors under sub-section (12) of section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

18.2Secretarial Auditor and Comments on Auditors Report, if any

M/s. SEP & Associates, Practising Company Secretaries, Kochi were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31,2025.

The Secretarial Audit report prepared in accordance with Section 204(1) of the Act in prescribed Form MR-3 by M/s. SEP & Associates, Practising Company Secretaries is marked as Annexure – B to this report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

There were no frauds reported by the Secretarial Auditors to the Company under sub-section (12) of Section 143 of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In accordance with amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, at their meeting held on May 19, 2025 have appointed M/s. SEP & Associates, Practising Company Secretaries, Kochi, who are holding a valid Peer Review Certificate issued by The Institute of Company Secretaries of India, as the Secretarial Auditors of the Company to hold such office for a term of five consecutive years commencing from financial year 2025-2026 until 2029-2030 subject to the approval of the members at the ensuing Annual General Meeting ("AGM"). Necessary resolution for their appointment along with their profile/ other requisite details are included in the Notice of the ensuing Annual General Meeting for the approval of the members of the Company. The Board of

Directors recommends their appointment.

M/s. SEP & Associates has given their consent and confirmed their eligibility for appointment as Secretarial Auditors of the Company. Further, the Secretarial Auditors has confirmed that they hold a valid Peer Review Certificate issued by the Institute of Company Secretaries of India.

18.3Internal Auditor

As prescribed under Section 138 of the Companies Act, 2013 the Board had appointed, M/s. Caesar Pinto John & Associates LLP, Company Secretaries for carrying out internal audit of the Company for FY 2024-25. The internal audit was completed as per the scope defined by the Audit

Committee from time to time.

18.4Cost Audit and Disclosure on maintenance of Cost Records

The provisions of Section 148 of the Companies Act, 2013 relating to the Cost Audit and the appointment of Cost Auditor are not applicable to the Company. Further, the Company is not required to maintain Cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 and Rules made thereunder since the said provisions are not applicable.

19. Corporate Social Responsibility

Being an Unregistered Core Investment Company, the Companys primary source of income is dividends received from its investee companies, which are already compliant with the CSR provisions under the Act. According to Rule 2(h) of The Companies (Corporate Social Responsibility Policy) Rules, 2014, the dividends received from such CSR-compliant investee companies are exempted from being included in the net profit calculation. Therefore, the provisions of Section 135 of the Companies Act, 2013 read with relevant rules pertaining to Corporate Social Responsibility is not applicable for the Company. As a result, the Company has not undertaken any CSR activity during the period under review.

20. Vigil Mechanism and Whistle Blower Policy

The Company promotes ethical behaviour in all its business activities and has a mechanism for reporting unethical behaviour, actual or suspected frauds or violation of the Companys Code of

Conduct or ethics policy. Pursuant to Section 177 (9) & 177 (10) of the Companies Act, 2013 and as per Regulation 4 (2) (d) (iv) & 34 (3) read with Para 10 of Part C of Schedule V of the SEBI (LODR) Regulations, 2015, the Company has a Whistle Blower Policy or Vigil Mechanism in place. The mechanism provide for adequate safeguards against victimization of Director(s)/ Employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No personnel have been denied access to the Chairman of the Audit Committee, for making complaint on any Integrity issue.

The said policy is available on the website of the Company which can be accessed at the link : https://stelholdings.com/code-policies/

21. Particulars of contracts with Related Parties

The Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions. The Policy on Related Party Transactions as approved by the Board of Directors is published on the Companys website at https://stelholdings.com/code-policies/.

All transactions entered into by the Company with related parties were in the ordinary course of business and at arms length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions.

All Related Party Transactions including the material related party transaction were placed before the Audit Committee and approved. Thereafter the same is approved by the board. The Company had taken requisite prior approval of the shareholders at an Extraordinary General Meeting for material related party transaction.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as an Annexure-2 to this Boards Report.

Disclosure of related party transactions as required under Indian Accounting Standards ("IND

AS") -24 have been made in the Note No. 25 to the Standalone Financial Statements.

22. Risk Management

The Company is exposed to inherent uncertainties owing to the sector in which it invests and operates. Companys risk management framework helps manage risks at various levels. A brief report on Risk Management is included in the Management Discussion and Analysis report which forms a part of Annual Report.

23. Particulars of Employees

During the year under review, none of the employees, throughout the year or part of the year were in receipt of remuneration in excess of the sums as prescribed pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014.

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure – F and forms a part of this report.

24. Adequacy of Internal Financial Control with reference to the Financial Statements

The Company has in place a stabilized and effective Internal Audit and Financial Control System calibrated to the size and scale of operations of the Company. Apart from statutory audit, in compliance with Section 138 of the Companies Act, 2013, had engaged M/s. Caesar Pinto John & Associates LLP, Company Secretaries as the Internal Auditors of the Company for the FY 2024-25. Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report. During the year under review, there were no reportable material weaknesses in the systems or operations. The Directors also confirm that the Internal Financial Control systems are adequate with respect to the operations of the Company. The report of Auditors pursuant to Section 143(3) (i) of the Act certifying the adequacy of Internal Financial Control is annexed with the Auditors

Report.

25. Significant and Material Orders Passed by the Regulators or Courts or tribunals impacting the going concern status and Companys operation in future

Therewerenosignificantand material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.

26. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up at group level to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received, if any and disposed off during the year 2024-25. i. Number of complaints of sexual harassment received in the year: Nil. ii. Number of complaints disposed off during the year: Nil. iii. Number of cases pending for more than ninety days: Nil.

27. Statement on Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

28. Key Financial Ratios

Key Financial Ratios for the financial year ended 31st March, 2025, are provided in the Management Discussion and Analysis Report given in "Annexure – C", which forms a part of the Boards

Report.

29. Other Disclosures

The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions / events have not taken place during the year under review : a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme. c. There was no revision in the financial statements. d. There are no applications filedfor corporate insolvency resolution process, or any proceedings, pending under the Insolvency and Bankruptcy Code, 2016 as at the end of financial year March 31,2025. e. There was no instance of one-time settlement with any Bank or Financial Institution. f. There were no instances of corporate actions like buy back of securities, payment of dividend declared, mergers and de-mergers, delisting etc. g. The Company is in compliance with the provisions relating to the Maternity BenefitAct 1961.

31. Acknowledgements

Your directors hereby wish to place on record their appreciationfortheefficientand loyal services rendered by each and every employee, more particularly during this challenging time, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your directors also record their grateful appreciation for the encouragement, assistance and cooperation received from members, government authorities, banks, and all other stakeholders. Your directors look forward to the long-term future with confidence.

	For and on behalf of the Board of Directors
	Mr. Abraham Ittyipe	Mr. Mahesh Narayanaswamy
	(DIN: 02717344)	(DIN : 01449684)
	Whole time	Director Director
Place : Kochi
Date : July 24, 2025