Stellant Securities India Ltd Directors Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in "Annexure - I" and forms a part of the Annual Report.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 34 of Listing Regulations have been complied with.

A separate report on Corporate Governance along with a Certificate from the Auditors of the Company, regarding compliance of the conditions of Corporate Governance is appended as "Annexure II".

BOARD MEETINGS

During the year under review, nine (9) Board Meetings were held, and the details of the Board Meetings are provided in Clause No. 2(b) of the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES

The Board currently has three (3) Committees viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A detailed update on the committees, its composition, number of Committee Meetings held and attendance of directors at each meeting is provided in Clause No. 3 of the Corporate Governance Report, which forms part of this annual report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

(ii) 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 financial year and of the profit of the Company for the period;

(iii) the directors had 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;

(iv) the directors have prepared the annual accounts on a going concern basis;

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

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

CORPORATE SOCIAL RESPONSIBILITY

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, the Company has not given any loans or guarantee or provided any security to any persons or body corporate or made any new investments within the meaning of Section 186 of the Companies Act, 2013.

RELATED PARTY CONTRACTS

During the financial year, your Company entered into related party transactions which were on arms length basis and in ordinary course of business. There are no material transactions with any related party as referred in sub-section (1) of section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. Your Directors draw attention to Note no. 22 of Notes forming part of financial statement which sets out related party disclosure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to energy conservation, technology absorption and research & development pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy:

i. Steps taken or impact on conservation of energy: Since the Company is not carrying out any manufacturing activities, it is not energy intensive. Adequate measures have been taken to conserve the energy utilized.

ii. Steps taken by the Company for utilizing alternate sources of energy: The Company has not utilized any alternate source of energy during the year.

iii. Capital investment on energy conservation equipments: NIL

B. Technology absorption:

i. Efforts made towards technology absorption: NIL

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. Imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) Details of technology imported - No technology was imported.

b) Year of import - Not Applicable

c) Whether the technology been fully absorbed- Not Applicable

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - Not Applicable

iv. Expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange earnings and outgo:

During the year, there have been no foreign exchange earnings or outgo.

RISK MANAGEMENT

Your company has been regularly assessing the risk and ensures that the risk mitigation plans are in place.

FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

At 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

INTERNAL FINANCIAL CONTROL

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Companys policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of Accounting records and the timely preparation of reliable financial disclosures.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013.

Your Directors state that during the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013. The details as required under Rule 8(5)(x) of the Companies Accounts Rules, 2014 are as under:

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company during the year.

ESTABLISHMENT OF VIGIL MECHANISM

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended as Annexure - III to the Directors Report.

None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in Rule 5(2) of the said rules.

AUDITORS Statutory Auditors

At the Companys 31^st Annual General Meeting held on 29^th September, 2022, M/s. R. K. Khandelwal & Co., Chartered Accountants (Firm registration No. 105054W), were reappointed as Companys Statutory Auditors to hold office till the conclusion of the 36^th Annual General Meeting to be held for the financial year ended 31^st March, 2027, covering second term of five consecutive years.

Pursuant to Sections 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules 2014, the Statutory Auditors have furnished a certificate of their eligibility and consent as the Auditors of the Company.

Secretarial Auditor

M/s. Ashish O. Lalpuria & Co., Practising Company Secretaries, were appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 34^th AGM held on 29^th August, 2025. The Secretarial Auditor has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended 31^st March, 2026 is annexed herewith as "Annexure - IV".

AUDITORS REPORT

With respect to Auditors remarks pertaining to delay in the payment of TDS and nondeduction and non-payment of profession tax, as mentioned in the Audit Report for the financial year ended 31^st March, 2026, your directors state that the said delays were inadvertent and the amount involved was minimal. The Company would take necessary precaution that such delays are not repeated.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013

The Board of Directors states that M/s. R.K. Khandelwal & Co., Chartered Accountants, Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company.

SECRETARIAL AUDITORS REPORT

As regards qualifications/remarks of the Secretarial Auditor in his report, the Directors wish to clarify that the pdf filing for the events (the events for which XBRL filing was not by the Company) under Regulation 30 of SEBI (LODR), Regulations, 2015 read with BSE circular no. 20230331-87 dated 31.03.2023, as mentioned his report, was done duly in time. However, XBRL filing was not done due to over sight and the Company has done required XBRL filings subsequently.

Further, for the Secretarial Auditors remarks relating to obtaining of certificate from Statutory Auditors [for the proposed preferential issue certifying that the issue is being made in accordance with the requirements of ICDR Regulations], instead of obtaining the same from the Practicing Company Secretary, the Directors state the Company had duly submitted all the required documents with BSE Ltd. for the preferential issue of Equity Shares and Warrants and got the relevant approvals from BSE Ltd.

OTHER DISCLOSURES

a. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding 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 is not applicable; and

b. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for the continuous support and co-operation received from the bankers, creditors and Government authorities. The Directors place on record their appreciation of the contribution made by the employees and the management.